FORM 10-Q/A, Amendment No. 1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2002       Commission file number 1-3879

                                     DynCorp

             (Exact name of registrant as specified in its charter)

             Delaware                                    36-2408747
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

11710 Plaza America Drive, Reston, Virginia                  20190
(Address of principal executive offices)                  (Zip Code)

                                 (703) 261-5000
              (Registrant's telephone number, including area code)


(Former  name,  former  address and former  fiscal year,  if changed  since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. |X| Yes |_| No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

               Class                           Outstanding as of August 12, 2002
               -----                           ---------------------------------
   Common Stock, $0.10 par value                         10,575,692




This  amendment  for Form 10-Q is being filed to give effect to the revisions of
the Company's financials statements,  as discussed in Note 2 to the Consolidated
Condensed Financial Statements included in Part I., Item 1.

<PAGE>


                            DYNCORP AND SUBSIDIARIES
                          FORM 10-Q/A, Amendment No. 1
                       FOR THE QUARTER ENDED JUNE 27, 2002
                             (Revised - See Note 2)
                                      INDEX


                                                                        Page
                                                                        ----

PART I.  FINANCIAL INFORMATION
------------------------------

   Item 1. Financial Statements

     Consolidated Condensed Balance Sheets at
         June 27, 2002 and December 27, 2001                            3-4

     Consolidated Condensed Statements of Operations for
         Three and Six Months Ended June 27, 2002 and
         June 28, 2001                                                  5

     Consolidated Condensed Statements of Cash Flows for
         Six Months Ended June 27, 2002 and
         June 28, 2001                                                  6

     Consolidated Statement of Stockholders' Equity for
          Six Months Ended June 27, 2002                                7

     Notes to Consolidated Condensed Financial Statements               8-16

   Item 2. Management's Discussion and Analysis of Financial Condition
                     and Results of Operations                          17-26

   Item 3. Quantitative and Qualitative Disclosures About Market Risk   26-27

PART II.  OTHER INFORMATION
---------------------------

  Item 1.  Legal Proceedings                                            27-29

  Item 6.  Exhibits and Reports on Form 8-K                             29-30

  Signatures                                                            31

  Certification of the Chief Executive Officer                          32

  Certification of the Chief Financial Officer                          33

<PAGE>



                          PART I. FINANCIAL INFORMATION
                          -----------------------------

                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                       JUNE 27, 2002 AND DECEMBER 27, 2001
                                 (In thousands)


<TABLE>
<CAPTION>

                                                                                  June 27,
                                                                                    2002
                                                                                  UNAUDITED
                                                                                  (Revised -          December 27,
                                                                                  See Note 2)             2001
                                                                                  -----------             ----
<S>                                                                               <C>                   <C>
Assets
------
Current Assets:
 Cash and cash equivalents                                                         $  41,167             $  15,078
 Accounts receivable (net of allowance for doubtful accounts
        of $7,879 in 2002 and $6,637 in 2001)                                        340,193               345,358
 Other current assets                                                                 54,429                37,933
                                                                                   ---------             ---------
     Total current assets                                                            435,789               398,369

Property and Equipment (net of accumulated depreciation
 and amortization of $27,127  in 2002 and $26,599 in 2001)                            21,229                20,959

Goodwill                                                                             107,814               103,185

Intangible Assets (net of accumulated amortization of
 $25,163 in 2002 and $24,454 in 2001)                                                 19,981                27,240

Other Assets                                                                          29,487                48,687
                                                                                   ---------             ---------

Total Assets                                                                       $ 614,300             $ 598,440
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

<PAGE>


                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                       JUNE 27, 2002 AND DECEMBER 27, 2001
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                                       June 27,
                                                                                         2002,
                                                                                       UNAUDITED
                                                                                       (Revised -               December 27,
                                                                                       See Note 2)                  2001
                                                                                       -----------                  ----
<S>                                                                                   <C>                       <C>
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
 Notes payable and current portion of long-term debt                                     $  25,047                  $  20,123
 Accounts payable                                                                           29,827                     19,420
 Deferred revenue and customer advances                                                      5,531                      6,195
 Accrued liabilities                                                                       217,350                    207,961
                                                                                         ---------                  ---------
     Total current liabilities                                                             277,755                    253,699

Long-Term Debt                                                                             249,099                    264,482

Other Liabilities and Deferred Credits                                                      48,853                     44,768

Contingencies and Litigation                                                                   -                          -

Temporary Equity:
 Redeemable common stock at redemption value -
   ESOP shares, 7,077,838 and 7,142,510
     shares issued and outstanding in 2002 and 2001,
     respectively, subject to restrictions                                                 368,649                    326,368
   Other redeemable common stock, 286,217 shares issued
            and outstanding in 2002 and 2001                                                 7,944                      6,967

Stockholders' Equity:
 Common stock, par value ten cents per share, authorized
   20,000,000 shares; issued 5,364,244 and 5,296,146 shares
   in 2002 and 2001, respectively                                                              536                        530
 Paid-in surplus                                                                           137,290                    138,052
 Accumulated other comprehensive loss                                                         (741)                    (1,081)
 Reclassification to temporary equity for redemption value
   greater than par value                                                                 (375,860)                  (332,596)
 Deficit                                                                                   (57,733)                   (59,681)
 Common stock held in treasury, at cost; 2,152,607 and
   2,196,853 shares in 2002 and 2001, respectively                                         (41,492)                   (43,068)
                                                                                         ----------                 ----------

Total Liabilities and Stockholders' Equity                                               $ 614,300                  $ 598,440
                                                                                         ==========                 ==========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.


<PAGE>

<TABLE>
<CAPTION>

                            DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                    UNAUDITED
                                                                   Three Months Ended              Six Months Ended
                                                                   ------------------              ----------------
                                                             June 27, 2002    June 28, 2001   June 27, 2002    June 28, 2001
                                                              (Revised -       (Revised -      (Revised -      (Revised -
                                                              See Note 2)      See Note 2)     See Note 2)      See Note 2)
                                                              -----------      -----------     -----------      -----------
<S>                                                           <C>              <C>             <C>              <C>
Revenues                                                        $594,396        $476,611        $1,136,737       $915,590

Costs and expenses:
   Costs of services                                             562,518         449,657         1,077,700        864,915
   Corporate general and administrative                            7,216           7,199            14,834         14,026
   Interest income                                                 (172)           (159)             (240)          (453)
   Interest expense                                                6,963           8,032            14,156         16,409
   Amortization of intangibles of acquired companies                 519           1,738             1,037          3,649
   Other expense (other income)                                   18,081               6            19,873           (51)
                                                                --------        --------        ----------       --------
              Total costs and expenses                           595,125         466,473         1,127,360        898,495

(Loss) earnings before income taxes and
minority interest
                                                                   (729)          10,138             9,377         17,095
    (Benefit) provision for income taxes                           (206)           4,086             2,867          6,873
                                                                --------        --------        ----------       --------

(Loss) earnings before minority interest                           (523)           6,052             6,510         10,222
       Minority interest                                           1,398             635             3,585          1,111
                                                                --------        --------        ----------       --------

Net (loss) earnings                                             $(1,921)        $  5,417        $    2,925       $  9,111
                                                                ========        ========        ==========       ========
       Accretion of other redeemable common stock to
           redemption value                                          496             568               977          1,119

Common stockholders' share of net (loss) earnings               $(2,417)        $  4,849        $    1,948       $  7,992
                                                                ========        ========        ==========       ========

Basic (loss) earnings per share                                 $ (0.23)        $   0.46        $     0.18       $   0.76
                                                                ========        ========        ==========       ========

Diluted (loss) earnings per share                               $ (0.23)        $   0.44        $     0.17       $   0.72
                                                                ========        ========        ==========       ========

Weighted average number of shares
   outstanding for basic earnings per share                       10,662          10,559            10,654         10,552
Weighted average number of shares
   outstanding for diluted earnings per share                     10,662          11,106            11,566         11,061
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

<PAGE>




                            DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                                           Six Months Ended
                                                                                           ----------------
                                                                                     June 27,              June 28,
                                                                                      2002                   2001
                                                                                   (Revised -             (Revised -
                                                                                   See Note 2)            See Note 2)
                                                                                   -----------            -----------
<S>                                                                               <C>                    <C>
Cash Flows from Operating Activities:
Common stockholders' share of net earnings                                             $ 1,948             $  7,992
Adjustments to reconcile common stockholders' share of net earnings to net
cash provided by (used in) operating activities:
    Depreciation and amortization                                                        7,757               10,325
    Accretion of other redeemable common stock to redemption value                         977                1,119
    Gain on sale of assets of DynServices.com                                            (130)                    -
    Deferred income taxes                                                                  575                  121
    Non-cash net losses of unconsolidated affiliates                                     2,219                  527
    Change in minority interest                                                          3,585                1,111
    Changes in pension asset and other postretirement benefit obligations                2,591                1,404
    Non-cash reserve of investment in unconsolidated
     affiliate                                                                          15,812                    -
    Other                                                                                (877)                (425)
Changes in current assets and liabilities, net of acquisitions and
  dispositions:
   (Increase) decrease in current assets and certain other assets except
    cash and cash equivalents                                                          (8,041)               11,434
   Increase (decrease) in current liabilities and certain other liabilities
    excluding  notes payable and current portion of long-term debt                      14,718             (39,124)
                                                                                       -------            ---------
         Cash provided by (used in) operating activities                                41,134              (5,516)
                                                                                       -------            ---------

Cash Flows from Investing Activities:
Proceeds from sale of property and equipment                                               211                2,942
Purchases of property and equipment                                                    (4,009)              (3,348)
Proceeds from investments in unconsolidated affiliates                                     307                   29
Dividends paid to joint venture partners                                               (1,015)                (486)
Proceeds from the sale of assets of DynServices.com                                        400                    -
Capitalized software costs                                                               (267)                    -
Other                                                                                        -                (489)
                                                                                       -------            ---------
         Cash used in investing activities                                             (4,373)              (1,352)
                                                                                       -------            ---------

Cash Flows from Financing Activities:
Payments on indebtedness                                                               (73,622)           (159,250)
Proceeds from debt issuance                                                             62,950              159,250
Other                                                                                        -                  142
                                                                                       -------            ---------
         Cash (used in) provided by financing activities                               (10,672)                 142
                                                                                       -------            ---------

Net Increase (Decrease) in Cash and Cash Equivalents                                    26,089              (6,726)
Cash and Cash Equivalents at Beginning of the Period                                    15,078               12,954
                                                                                       -------            ---------
Cash and Cash Equivalents at End of the Period                                         $41,167                6,228
                                                                                       =======            =========

Supplemental Cash Flow Information:
Cash paid for income taxes                                                             $ 9,563             $  7,270
                                                                                       =======            =========
Cash paid for interest                                                                 $13,011             $ 17,618
                                                                                       =======            =========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

<PAGE>

<TABLE>
<CAPTION>


                            DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (In thousands)

                                    UNAUDITED

                                                              Reclassification
                                                               for Redemption       Deficit                    Accumulated Other
                                     Common        Paid-in     Value Greater       (Revised -     Treasury      Comprehensive
                                      Stock        Surplus     than Par Value      See Note 2)     Stock        (Loss)/Income
                                      -----        -------     --------------      -----------     -----        -------------
<S>                                  <C>         <C>           <C>                <C>            <C>            <C>
Balance, December 27, 2001           $ 530        $138,052       $(332,596)         $(59,681)     $(43,068)        $(1,081)

Employee compensation plans
   (option exercises, restricted
    stock plan, incentive bonus)                    (1,739)                                          1,576
Reclassification to redeemable
   common stock                          6                         (42,287)
Accretion of other redeemable
common stock to redemption
value                                                  977            (977)             (977)
Adjustment to fair value of
   derivative financial instrument                                                                                      337
Translation adjustment and other                                                                                          3
Net earnings (Revised - See                                                            2,925
Note 2)
                                     ----------------------------------------------------------------------------------------
Balance, June 27, 2002 (Revised      $ 536        $137,290       $(375,860)         $(57,733)     $(41,492)        $  (741)
- See Note 2)                        =====        ========       ==========         =========     =========        ========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

<PAGE>



                            DYNCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 27, 2002
                (Dollars in thousands, except per share amounts)
                                    UNAUDITED

Note 1.  Basis of Presentation and Significant Accounting Policies

     DynCorp, a Delaware Corporation, (the "Company") has prepared the unaudited
     consolidated condensed financial statements included herein pursuant to the
     rules and  regulations of the Securities and Exchange  Commission  ("SEC").
     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been  condensed  or  omitted  pursuant  to such  rules and
     regulations. It is recommended that these condensed financial statements be
     read in  conjunction  with the financial  statements  and the notes thereto
     included in the Company's annual report on Form 10-K/A, Amendment No. 2 for
     the fiscal year ended December 27, 2001. In the opinion of the Company, the
     unaudited  consolidated  condensed  financial  statements  included  herein
     reflect  all  adjustments  (consisting  of  normal  recurring  adjustments)
     necessary  to  present  fairly  the  financial  position,  the  results  of
     operations  and the cash flows for such  interim  periods.  The  results of
     operations for such interim periods are not  necessarily  indicative of the
     results for the full year. Certain amounts presented for prior periods have
     been reclassified to conform to the 2002 presentation.

     Contract Accounting (Revised - See Note 2)

     Revenues for  cost-reimbursement  contracts  are  recorded as  reimbursable
     costs are incurred, including a pro-rata share of the contractual fees. For
     time-and-material  contracts,  revenue  is  recognized  to  the  extent  of
     billable rates times hours  delivered plus material and other  reimbursable
     costs incurred. For long-term fixed price production contracts,  revenue is
     recognized  at a rate per unit as the units  are  delivered.  Revenue  from
     other  long-term  fixed price  contracts  is  recognized  ratably  over the
     contract  period  or by  other  appropriate  methods  to  measure  services
     provided.  Contract  costs are  expensed  as  incurred  except for  certain
     limited long-term  contracts noted below. For long-term contracts which are
     specifically  described  in the scope  section  of  American  Institute  of
     Certified Public  Accountants  ("AICPA")  Statement of Position ("SOP") No.
     81-1,   "Accounting  for  Performance  of  Construction  Type  and  Certain
     Production-Type  Contracts," or other appropriate accounting literature the
     Company applies the percentage of completion  method.  Under the percentage
     of completion  method,  income is recognized at a consistent  profit margin
     over the  period  of  performance  based on  estimated  profit  margins  at
     completion of the contract.  This method of accounting  requires estimating
     the total  revenues and total  contract cost at completion of the contract.
     During  the  performance  of  long-term  contracts,   these  estimates  are
     periodically  reviewed and  revisions  are made as required.  The impact on
     revenue and contract  profit as a result of these  revisions is included in
     the periods in which the revisions are made.  This method can result in the
     deferral of costs,  including  start-up costs, or the deferral of profit on
     these contracts. Because the Company assumes the risk of performing a fixed
     price contract at a set price, the failure to accurately  estimate ultimate
     costs or to control costs during  performance of the work could result, and
     in some  instances  has  resulted,  in  reduced  profits or losses for such
     contracts.  Estimated losses on contracts at completion are recognized when
     identified.

     Disputes  arise in the normal course of the Company's  business on projects
     where the Company is  contesting  with  customers  for  collection of funds
     because of events such as delays,  changes in contract  specifications  and
     questions  of  cost  allowability  or  collectibility.  Such  disputes  are
     recorded at the lesser of their  estimated net  realizable  value or actual
     costs incurred,  and only when  realization is probable and can be reliably
     estimated.  Claims  against  the  Company  are  recognized  when a loss  is
     considered  probable and reasonably  determinable in amount.  Because there
     are estimates and judgments involved, the actual results could be different
     from those estimates. Accounts receivable balances related to such disputed
     items were immaterial at June 27, 2002 and December 27, 2001.

<PAGE>

     Comprehensive Income

     For the three and six  months  ended  June 27,  2002,  total  comprehensive
     (loss) income was $(1.8) million and $3.3 million, respectively. The $(1.8)
     million for the three months ended June 27, 2002  includes,  in addition to
     net earnings,  translation adjustment and other of $(0.04) million, and the
     adjustment  to fair  value  of  derivative  financial  instruments  of $0.1
     million.  The $3.3 million for the six months ended June 27, 2002 includes,
     in addition to net  earnings,  translation  adjustment  and other of $0.003
     million,   and  the  adjustment  to  fair  value  of  derivative  financial
     instruments  of  $0.3  million.   The   components  of  accumulated   other
     comprehensive loss as of June 27, 2002  consist of  translation  adjustment
     and other of $(0.04) million, an adjustment  to fair  value  of  derivative
     financial  instruments of $(0.6)  million,  and the cumulative  effect of a
     change in  accounting  principle of $(0.1)  million for the adoption of the
     Financial  Accounting  Standards  Board  ("FASB")  Statement  of  Financial
     Accounting   Standards   ("SFAS")  No.  133,   "Accounting  for  Derivative
     Instruments and Hedging Activities."

     Investment Recoverability

     The  Company  periodically  evaluates  the  recoverability  of  its  equity
     investments,  in accordance with Accounting  Principles  Board No. 18, "The
     Equity  Method of  Accounting  for  Investments  in Common  Stock,"  and if
     circumstances arise in which a loss in value is considered to be other than
     temporary,  the Company will record a write-down  of the  investment to its
     estimated fair value. The Company's recoverability analysis is based on the
     projected  undiscounted cash flows of the investments,  which is the lowest
     level of cash flow  information  available, or other  appropriate  methods.
     During the second quarter of 2002,  the  Company r ecorded a  write-off  of
     approximately $15.8 million, which represented the net balance of a certain
     investment, which was  stated in  excess of its net  realizable  value. The
     total charge was included in  Other  Expense  (Other Income) on the Consol-
     idated Condensed  Statement of Operations for the six months ended June 27,
     2002.

Note 2.  Revision of Financial Statements

     The Company  previously  issued financial  statements for the three and six
     months ended June 27, 2002 and June 28, 2001 in which it had  reflected the
     change in accounting methods discussed below. Subsequent to the issuance of
     these  financial  statements,  the Company had a re-audit of its  financial
     statements for the three fiscal years ended December 27, 2001, December 28,
     2000, and December 30, 1999  completed  by its new  independent accountants
     and it was determined  that revenue  recognition  was also  impacted by the
     accounting change.  Certain fixed price service contracts and other service
     contracts had  calculated revenue by  using cost incurred  in  relation  to
     total estimated cost at completion as  a  measurement of   progress  toward
     completion. Revenue for such contracts was adjusted in order to comply with
     SEC Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in  Fi-
     nancial Statements," which  prescribes  recognizing  revenue on a straight-
     line basis over the  contract  period or  by other  appropriate  methods to
     measure services provided. As a result,  revenue was adjusted for the three
     and six month periods ended June 27, 2002 and June 28, 2001.

     As reported in the previously filed Form 10-Q for the period ended June 27,
     2002,  the Company had  discussions with the staff of the SEC regarding its
     method of accounting  for  certain long-term service contracts and  the re-
     lated applicability of the percentage of completion method to service  con-
     tracts  with the Federal  Government. Previously,  the Company followed the
     historical  industry-wide practice of recording income from long-term  ser-
     vice  contracts using the percentage of completion  method,  in  accordance
     with the AICPA "Audit and  Accounting Guide,  Audits of Federal  Government
     Contractors," which incorporates as an appendix AICPA SOP No.  81-1.  Under
     this method, income is recognized  at a consistent  profit  margin over the
     period of  performance based on the  estimated  profit  margin at the  com-
     pletion of the contract.  Such a method has resulted in  deferral of costs,
     including start-up  costs, and  deferral of  profits on certain  contracts.
     Under SOP No. 81-1, revenue can be recognized  based on costs incurred as a
     measurement of  progress  towards  completion, which can  differ from other
     revenue recognition  methods such  as those  outlined  in SEC  SAB No. 101.
     Following discussions with the SEC's staff, it was determined that

<PAGE>


     percentage  of  completion   accounting  should  be  applied  to  long-term
     contracts  which are  specifically  described in the scope section of AICPA
     SOP No.  81-1 or in other  appropriate  accounting  literature.  All  other
     long-term service contracts, even those with the Federal Government, should
     not apply the  percentage of completion  method.  Accordingly,  the Company
     changed its method of accounting on these long-term service contracts to be
     in accordance with SEC SAB No. 101 or  other applicable generally  accepted
     accounting  principles.  As a result of these changes,  profit margins on a
     given  long-term  service  contract could now fluctuate from one accounting
     period to  another  due to  fluctuations  in the  revenue  earned and costs
     incurred in a given accounting  period. The Company has applied this change
     in  accounting  methods to its original  Form 10-Q filing for the quarterly
     period  ended June 27,  2002  (filed  August  19,  2002) to  eliminate  the
     deferral of such cost or profits on service contracts.  The previous change
     did not have any  effect  on the  Company's  revenues.  As a result  of the
     aforementioned   re-audit,  it  was  determined  that  revenue  on  certain
     contracts should also have been revised.

     The effects of the  revisions  are  presented in the June 27, 2002 and June
     28, 2001 unaudited  quarterly  financial data in the tables below.  The "As
     Reported"  numbers  are taken from the  previously  filed Form 10-Q for the
     quarterly periods ended June 27, 2002 and June 28, 2001.

<TABLE>
<CAPTION>

                                                     Three Months Ended (Unaudited)    Six Months Ended (Unaudited)
                                                     ------------------------------    ----------------------------
                                                      June 27,         June 27,         June 27,         June 27,
                                                        2002             2002             2002             2002
Statement of Operations Data:                        As Reported      As Revised       As Reported      As Revised
-----------------------------                        -----------      ----------       -----------      ----------
<S>                                                  <C>              <C>              <C>              <C>
Revenues                                              $595,011         $594,396         $1,139,790       $1,136,737
(Loss) earnings before income taxes and
      minority interest                                   (114)            (729)            12,430            9,377
(Benefit) provision for income taxes                       (38)            (206)             4,251            2,867
Minority interest                                        1,429            1,398              2,692            3,585
Net (loss) earnings                                     (1,505)          (1,921)             5,487            2,925
Common stockholders' share of net
    (loss) earnings                                     (2,001)          (2,417)             4,510            1,948
Common stockholders' share of net
   (loss) earnings per common share:
Basic (loss) earnings per share                       $  (0.19)        $  (0.23)        $     0.42       $     0.18
Diluted (loss) earnings per share                     $  (0.19)        $  (0.23)        $     0.39       $     0.17
</TABLE>


<TABLE>
<CAPTION>
                                                     Three Months Ended (Unaudited)    Six Months Ended (Unaudited)
                                                     ------------------------------    ----------------------------
                                                      June 28,         June 28,         June 28,         June 28,
                                                        2001             2001             2001             2001
Statement of Operations Data:                       As Reported       As Revised      As Reported       As Revised
-----------------------------                       -----------       ----------      -----------       ----------
<S>                                                 <C>               <C>             <C>               <C>
Revenues                                              $476,900         $476,611         $916,973         $915,590
Cost of services                                       449,657          449,657          865,252          864,915
Earnings before income taxes and
minority interest                                       10,427           10,138           18,141           17,095
Provision for income taxes                               4,082            4,086            7,136            6,873
Minority interest                                          934              635            1,545            1,111
Net (loss) earnings                                      5,411            5,417            9,460            9,111
Common stockholders' share of net
 earnings                                                4,843            4,849            8,341            7,992
Common stockholders' share of net
   earnings per common share:
Basic earnings per share                              $   0.46         $   0.46         $   0.79         $   0.76
Diluted earnings per share                            $   0.44         $   0.44         $   0.75         $   0.72

</TABLE>
<PAGE>


<TABLE>
<CAPTION>


                                                        June 27, 2002     June 27, 2002
                                                          Unaudited        Unaudited
Balance Sheet Data:                                      As Reported       As Revised
-------------------                                      -----------       ----------
<S>                                                      <C>               <C>
Accounts receivable, net of allowance for
doubtful accounts                                          $351,878         $340,193
Other current assets                                         50,047           54,429
Total assets                                                621,603          614,300
Accrued liabilities                                         217,491          217,350
Other liabilities and deferred credits                       49,210           48,853
Deficit                                                     (50,928)         (57,733)
</TABLE>


Note 3.  Other Current Assets

     Other  current  assets as of June 27, 2002 and December  27, 2001  included
     $20.8  million and $8.8  million of  inventories  on  long-term  contracts,
     respectively.

Note 4.  Accrued Liabilities

     Accrued  liabilities  as of June 27, 2002 and  December  27, 2001  included
     $119.3 million and $106.1 million of accrued salaries, respectively.

Note 5.  Redeemable Common Stock

     Effective  January 1, 2001,  the  Company  established  two new plans:  the
     Savings and  Retirement  Plan and the Capital  Accumulation  and Retirement
     Plan  (collectively,  the "Savings Plans").  At the same time, the Employee
     Stock  Ownership  Plan ("ESOP") was merged into the two plans.  The Company
     stock accounts of participants  in the ESOP were  transferred to one or the
     other of the Savings  Plans,  and the Savings Plans  participants  have the
     same  distribution  and put rights for these ESOP shares as they had in the
     ESOP.  All  rights and  obligations  of the ESOP  remain  intact in the new
     plans.  In  accordance  with the Employee  Retirement  Income  Security Act
     regulations  and the Savings  Plans'  documents,  the Company is obligated,
     unless the Savings Plans' Trust purchases the shares,  to purchase  certain
     distributed  common stock shares,  transferred  from the former ESOP,  from
     former  participants in the ESOP on retirement or termination at fair value
     as long as the Company's common stock is not publicly traded.  However, the
     Company is  permitted  to defer put options if,  under  Delaware  law,  the
     capital of the Company would be impaired as a result of such repurchase.

     On December 10, 1999,  the Company  entered into an agreement  with various
     financial  institutions  for the sale of  426,217  shares of the  Company's
     stock and Subordinated  Notes. Under a contemporaneous  registration rights
     agreement,  the  holders of these  shares of stock will have a put right to
     the Company  commencing  on  December  10,  2003,  at a price of $40.53 per
     share,  unless one of the following  events has occurred prior to such date
     or the  exercise of the put right:  (1) an initial  public  offering of the
     Company's common stock has been  consummated;  (2) all the Company's common
     stock has been sold; (3) all the Company's  assets have been sold in such a
     manner that the holders have received cash  payments;  or (4) the Company's
     common  stock  has  been  listed  on  a  national  securities  exchange  or
     authorized  for  quotation on the Nasdaq  National  Market System for which
     there is a public market of at least $100 million for the Company's  common
     stock.  If,  at the time of the  holders'  exercise  of the put  right  the
     Company is unable to pay the put price  because of  financial  covenants in
     loan agreements or other  provisions of law, the Company will not honor the
     put at that  time,  and the put price will  escalate  for a period of up to
     four years,  at which time the put must be  honored.  The  escalation  rate
     increases during such period until the put is honored,  and the rate varies
     from an annualized factor of 22% for the first quarter after the put is not
     honored up to 52% during the sixteenth quarter. The annual accretion in the
     fair  value  of  these  shares  is  reflected  as  a  reduction  of  common
     stockholders'  share of net  earnings  on the  consolidated  statements  of
     operations.
<PAGE>


     Common stock which is redeemable has been reflected as Temporary  Equity at
     the  redemption  value  at each  balance  sheet  date and  consists  of the
     following:

<TABLE>
<CAPTION>

                                                         Balance at                                     Balance at
                                       Redeemable         June 27,                        Redeemable   December 27,
                            Shares        Value            2002               Shares        Value         2001
                            ------        -----            ----               ------        -----         ----
<S>                         <C>          <C>              <C>                 <C>           <C>           <C>
 ESOP Shares                2,954,885      $53.25         $157,348            2,995,783      $47.00        $140,802
                            4,122,953      $51.25          211,301            4,146,727      $44.75         185,566
                            ---------                     --------            ---------                    --------
                            7,077,838                     $368,649            7,142,510                    $326,368
                            =========                     ========            =========                    ========

 Other Shares                 286,217      $27.76         $  7,944              286,217      $24.34        $  6,967
                            =========                     ========            =========                    ========
</TABLE>

Note 6.  Income Taxes

     The  provisions  for income taxes in 2002 and 2001 are based upon estimated
     effective   tax  rates.   These  rates  include  the  impact  of  permanent
     differences between the book bases of assets and liabilities recognized for
     financial reporting purposes and the bases recognized for tax purposes.

Note 7.  Earnings Per Share ("EPS")

     The following table sets forth (in thousands) the  reconciliation of shares
     for basic EPS to shares for diluted EPS.  Basic EPS is computed by dividing
     common  stockholders'  share of net earnings by the weighted average number
     of common shares outstanding and contingently issuable shares. The weighted
     average  number of common shares  outstanding  includes  issued shares less
     shares held in treasury and any unallocated  Savings' Plans shares.  Shares
     earned  and  vested  but  unissued  under  the  Restricted  Stock  Plan are
     contingently  issuable  shares  whose  conditions  for  issuance  have been
     satisfied and as such have been included in the  calculation  of basic EPS.
     Diluted EPS is computed  similarly  except the  denominator is increased to
     include the weighted average number of stock options outstanding,  assuming
     the treasury  stock  method.  For the  three  months  ended June  27, 2002,
     weighted average stock options  outstanding of  970  thousand  were not in-
     cluded in the computation of  diluted EPS  because to do so would have been
     antidilutive.  Therefore, the diluted loss per  share for the three  months
     ended June 27, 2002 was computed in the same manner as the  basic loss  per
     share.

<TABLE>
<CAPTION>

                                                                Three Months Ended        Six Months Ended
                                                                ------------------        ----------------
                                                             June 27,        June 28,    June 27,       June 28,
                                                              2002             2001        2002           2001
                                                              ----             ----        ----           ----
<S>                                                          <C>            <C>          <C>            <C>
Weighted average shares outstanding for basic EPS             10,662          10,559      10,654         10,552
   Effect of dilutive securities:
      Stock options                                                -             547         912            509
                                                              ------          ------      ------         ------
Weighted average shares outstanding for diluted EPS           10,662          11,106      11,566         11,061
                                                              ======          ======      ======         ======
</TABLE>

Note 8.  Goodwill and Other Intangible Assets - Adoption of Statement 142

     The Company  has  adopted  SFAS No.  142,  "Goodwill  and Other  Intangible
     Assets,"  beginning  December 28, 2001,  the first day of fiscal 2002.  The
     provisions of SFAS No. 142 eliminate  amortization  of goodwill and require
     an impairment  assessment at least annually by applying a fair-value  based
     test.  Accordingly,  the Company has  eliminated  amortization  in 2002 for
     goodwill, which includes assembled workforce of $4.6 million as of June 27,
     2002, previously classified as an intangible asset as of December 27, 2001.
     The total carrying amount for goodwill is $107.8 million and $103.2 million
     as of June 27, 2002 and December 27,  2001,  respectively.  The Company has
     identified  the  reporting  units to be tested for the goodwill  impairment
     test,  which will be measured as of the  beginning of the fiscal year.  The
     Company has completed the first step of the transitional impairment test in
     accordance  with the  provisions of SFAS No. 142. The Company has concluded
     that there has been no  impairment  of such assets as of the  beginning  of
     fiscal year 2002.
<PAGE>


     The Company's  contract backlog and core development  intangible assets are
     still  subject to  amortization  under SFAS No. 142.  Amortization  for the
     first  half of 2002 for  these  intangible  assets  totaled  $1.0  million.
     Estimated  aggregate  amortization  expense for these intangible assets for
     the next five years  totals:  $2.1  million in each of 2002 and 2003,  $2.0
     million  in 2004,  and $0.5  million  in 2005 and 2006,  respectively.  The
     following  table  presents  these  intangible  assets,  net of  accumulated
     amortization,  as of June 27,  2002 that are  required  to  continue  to be
     amortized under SFAS No. 142:

Intangible Assets, Net of                 Gross                     Accumulated
  Accumulated Amortization           Carrying Amount               Amortization
  ------------------------           ---------------               ------------
Contracts acquired                     $  1,703                      $  1,543
Core and developed technology            14,800                         5,800
                                       --------                      --------
                                       $ 16,503                      $  7,343
                                       ========                      ========

     The table above excludes  capitalized  software that is not covered by SFAS
     No. 142. Capitalized software, net of accumulated amortization totals $10.8
     million  and  $12.4  million  as  of  June  27,  2002  and  December  2001,
     respectively. The following table presents adjusted net income and earnings
     per share for the three and six months ended June 28, 2001,  in  comparison
     to the results for the three and six months  ended June 27,  2002,  to show
     what the impact  would  have been if SFAS No.  142 had been  adopted at the
     beginning of fiscal 2001. The adjusted  results  presented below are net of
     taxes.

<TABLE>
<CAPTION>

                                                                  Three Months Ended                   Six Months Ended
                                                                  ------------------                   ----------------
                                                              June 27,           June 28,          June 27,          June 28,
                                                               2002                2001              2002              2001
                                                            (Revised -          (Revised -        (Revised -        (Revised -
                                                            See Note 2)         See Note 2)       See Note 2)       See Note 2)
                                                            -----------         -----------       -----------       -----------
<S>                                                         <C>                 <C>               <C>               <C>
Common stockholders' share of net (loss)
earnings                                                       $  (2,417)           $ 4,849           $ 1,948          $ 7,992
Add back: Goodwill amortization                                        -                548                 -            1,057
Add back: Assembled workforce amortization                             -                134                 -              267
                                                               ----------           -------           -------          -------
Adjusted  common  stockholders'  share of net
(loss) earnings                                                $  (2,417)           $ 5,531           $ 1,948          $ 9,316
                                                               ==========           =======           =======          =======

Basic earnings per share:
Common stockholders' share of net (loss) earnings              $   (0.23)           $  0.46           $  0.18          $  0.76
Goodwill amortization                                                  -               0.05                 -             0.10
Assembled workforce amortization                                       -               0.01                 -             0.03
                                                               ----------           -------           -------          -------
Adjusted common stockholders' share of net
(loss) earnings                                                $   (0.23)           $  0.52           $  0.18          $  0.89
                                                               ==========           =======           =======          =======

Diluted earnings per share:
Common stockholders' share of net (loss)
earnings                                                       $   (0.23)           $  0.44           $  0.17          $  0.72
Goodwill amortization                                                  -               0.05                 -             0.10
Assembled workforce amortization                                       -               0.01                 -             0.02
                                                               ----------           -------           -------          -------
Adjusted common stockholders' share of net
(loss) earnings                                                $   (0.23)           $  0.50           $  0.17          $  0.84
                                                               ==========           =======           =======          =======
</TABLE>
<PAGE>


Note 9.  Recently Issued Accounting Pronouncements

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
     No. 4,  44,  and  64,  Amendment of  FASB  Statement No. 13  and  Technical
     Corrections." SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses
     from Extinguishment of Debt," which required that all gains and losses from
     extinguishment  of debt to be aggregated and classified as an extraordinary
     item if material.  SFAS No. 145 requires that gains and losses from exting-
     uishment of debt be classified as extraordinary only if they meet  criteria
     in Accounting Principles Board Opinion No. 30,  thus  distinguishing  tran-
     sactions that are part of recurring operations from those that  are unusual
     or infrequent, or that meet the criteria for  classification  as  an extra-
     ordinary item. SFAS No. 145 amends SFAS No. 13, "Accounting for Leases", to
     require that lease modifications  that  have  economic  effects similar  to
     sale-leaseback transactions  be accounted for in the same  manner as  sale-
     leaseback transactions.  In addition,   SFAS No. 145 rescinds  SFAS No. 44,
     "Accounting for Intangible Assets of Motor Carriers," and SFAS No. 64, "Ex-
     tinguishments of Debt Made to Satisfy Sinking-Fund Requirements," which are
     not currently applicable to the Company. The provisions of SFAS No. 145  as
     they relate to the rescission of SFAS No. 4 shall be applied in fiscal year
     2003.  Certain provisions related to SFAS No. 13 are  effective  for  tran-
     sactions occurring after May 15, 2002.  Management does not expect SFAS No.
     145 to have a material impact on the Company's results of operations or fi-
     nancial condition.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated with Exit or Disposal  Activities." SFAS No. 146 requires that a
     liability  for a cost  associated  with  an exit or  disposal  activity  be
     recognized  when the  liability  is  incurred  and states  that an entity's
     commitment  to a plan, by itself,  does not create a present  obligation to
     others  that  meets  the  definition  of a  liability.  SFAS  No.  146 also
     establishes that fair value is the objective for initial measurement of the
     liability.  Provisions  of SFAS No. 146 are  effective for exit or disposal
     activities   that  are  initiated  after  December  31,  2002,  with  early
     application  encouraged.  Management does not expect SFAS No. 146 to have a
     material  impact  on the  Company's  results  of  operations  or  financial
     condition.

Note 10.  Business Segments

     Effective January 2002, the Company  realigned its five strategic  business
     segments into four segments.  DynCorp Information and Enterprise Technology
     ("DI&ET")  and DynCorp  Information  Systems LLC ("DIS") were combined into
     one strategic business segment,  DynCorp Systems and Solutions ("DSS"),  in
     order to structure one business segment  providing  integrated  information
     technology and business  functional  outsourcing to the federal government.
     The business segment  information for 2001 has been revised to give effect
     to this  change.  DSS  provides  a wide  range  of  information  technology
     services   and  other   professional   services   including   network   and
     communications  engineering,  government operational outsourcing,  security
     and intelligence  programs.  DynCorp  International LLC ("DI") operates the
     Company's overseas business,  including  information  technology solutions,
     technical  services,  and worldwide  maintenance  support to U.S.  military
     aircraft.  DynCorp  Technical  Services  ("DTS") provides a wide variety of
     specialized technical services including aviation services, range technical
     services, base operations, and logistics support.  AdvanceMed ("ADVMED") is
     structured as a  business-to-business,  eHealth  decision  support solution
     organization  and provides an integrated  set of decision  support tools to
     meet the needs of healthcare payers and providers.

<PAGE>


     Revenues,  operating profit and identifiable  assets for the Company's four
     business  segments  for  2002  and the  comparable  periods  for  2001  are
     presented below:

<TABLE>
<CAPTION>

                                                                Three Months Ended                    Six Months Ended
                                                                ------------------                    ----------------
                                                         June 27, 2002       June 28, 2001       June 27, 2002        June 28, 2001
                                                        (Revised - See      (Revised - See       (Revised - See      (Revised - See
                                                            Note 2)            Note 2) (c)           Note 2)            Note 2) (c)
                                                            -------            -----------           -------            -----------
<S>                                                       <C>                  <C>                <C>                 <C>
Revenues
--------
   DSS                                                      $242,663            $203,411            $  467,201            $391,265
   DI                                                        178,683             131,428               343,134             250,085
   DTS                                                       160,044             125,711               299,256             243,290
   ADVMED                                                     13,006              16,061                27,146              30,950
                                                            --------            --------            ----------            --------
                                                            $594,396            $476,611            $1,136,737            $915,590
                                                            ========            ========            ==========            ========
Operating Profit (Loss) (a)
---------------------------
   DSS                                                      $ 17,729            $ 14,156            $   32,657            $ 23,568
   DI                                                         10,804               8,536                18,015              17,063
   DTS                                                         4,923               2,194                 8,666               7,200
   ADVMED                                                        114               1,399                 (619)               1,696
                                                            --------            --------            ----------            --------
                                                              33,570              26,285                58,719              49,527

 Corporate general and administrative                          7,216               7,199                14,834              14,026
 Interest income                                               (172)               (159)                 (240)               (453)
 Interest expense                                              6,963               8,032                14,156              16,409
 Goodwill amortization                                             -                 959                     -               1,850
 Amortization of other intangibles of acquired companies         519                 779                 1,037               1,799
 Minority interest included in operating profit              (1,398)               (635)               (3,585)             (1,111)
 Other miscellaneous (b)                                      21,171                (28)                23,140                (88)
                                                            --------            --------            ----------            --------
(Loss) earnings before income taxes and minority interest   $  (729)            $ 10,138            $    9,377            $ 17,095


                                                            June 27 2002,
                                                           (Revised - See       December 27,
                                                               Note 2)            2001 (c)
                                                               -------            --------
  Identifiable Assets
  -------------------
     DSS                                                      $279,995            $290,733
     DI                                                         94,192              94,464
     DTS                                                       127,251             100,573
     ADVMED                                                     23,370              26,880
     Corporate                                                  89,492              85,790
                                                              --------            --------
                                                              $614,300            $598,440
                                                              ========            ========
</TABLE>

(a)  Defined as the excess of  revenues  over  operating  expenses  and  certain
     non-operating  expenses.

(b)  Other  miscellaneous  includes  $15.8  million  for  the  write-off  of  an
     investment  in an  unconsolidated  affiliate in the second  quarter of 2002
     (see Note 1).

(c)  Data has been revised to give recognition to the current reportable segment
     structure.

Note 11.  Contingencies and Litigation

The Company is a guarantor on a fixed price services  contract for non-emergency
transportation   brokerage  services.   Management  perceives  the  exposure  of
financial  losses  on this  guarantee  could  possibly  be in the  range of $4.0
million to $12.5 million over the next twelve months.  At this time,  management
does not believe a reserve is required  because no claim has been  asserted  and
one is not considered probable.

<PAGE>



Note 12.  Subsequent Events

During the third quarter of 2002, the Company  entered into an agreement with an
investee  pursuant to which the Company  and its  investee  agreed to settle all
disputes between them. As part of the agreement, the Company agreed to loan $5.0
million to the investee  which was fully  reserved  for in the third  quarter of
2002.


<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

General
-------

The following  discussion  and analysis  provides  information  that  management
believes is relevant to an  assessment  and  understanding  of the  consolidated
results of operations  and financial  condition of DynCorp and its  subsidiaries
(collectively, the "Company"). The discussion should be read in conjunction with
the interim condensed  consolidated  financial  statements and notes thereto and
the Company's  annual report on Form 10-K/A,  Amendment No. 2 for the year ended
December 27, 2001.

Results of Operations
---------------------

The  Company  provides  diversified  management,   technical,   engineering  and
professional  services  primarily to U.S.  Government  customers  throughout the
United States and  internationally.  The  Company's  customers  include  various
branches  of the U.S.  Departments  of  Defense,  Energy,  State,  Justice,  and
Treasury,  the National Aeronautics and Space Administration,  and various other
U.S.  state and local  government  agencies,  commercial  clients,  and  foreign
governments.  Generally,  these services are provided under both prime contracts
and  subcontracts,   which  may  be  fixed  price,   time-and-material  or  cost
reimbursement  contracts depending on the work requirements and other individual
circumstances.  The following  discusses the Company's results of operations and
financial  condition (as revised - see "Revision of Financial  Statements")  for
the three and six months  ended June 27,  2002 and the  comparable  periods  for
2001.

The Company  realigned  the DynCorp  Information  Systems LLC ("DIS")  strategic
business segment  effective  January 2002 into the DynCorp Systems and Solutions
("DSS")  strategic  business segment (see Note 10 to the Consolidated  Condensed
Financial Statements), and therefore the DIS results of operations and financial
position have been included in the DSS financial information.

Revision of Financial Statements
--------------------------------

The Company previously issued financial  statements for the three and six months
ended June 27,  2002 and June 28, 2001 in which it had  reflected  the change in
accounting  methods  discussed  below.  Subsequent  to  the  issuance  of  these
financial statements, the Company had a re-audit of its financial statements for
the three fiscal years ended December 27, 2001,  December 28, 2000, and December
30, 1999 by its new  independent  accountants and it was determined that revenue
recognition  was also  impacted by the  accounting  change.  Certain fixed price
service contracts and other service contracts had calculated  revenue using cost
incurred in relation to total  estimated  cost at completion as a measurement of
progress  toward  completion.  Revenue was  adjusted in order to comply with the
Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No.
101, "Revenue Recognition in Financial Statements," which prescribes recognizing
revenue  on  a  straight-line  basis  over  the  contract  period  or  by  other
appropriate  methods to measure  services  provided.  As a result,  revenue  was
adjusted  for the three and six month  periods  ended June 27, 2002 and June 28,
2001.

As  reported  in the  previously  filed Form 10-Q for the period  ended June 27,
2002, the Company had discussions with the staff of the SEC regarding its method
of  accounting  for  certain   long-term   service  contracts  and  the  related
applicability of the percentage of completion  method to service  contracts with
the  Federal  Government.   Previously,  the  Company  followed  the  historical
industry-wide  practice of recording  income from  long-term  service  contracts
using the  percentage of  completion  method,  in  accordance  with the American
Institute of Certified Public Accountants ("AICPA") "Audit and Accounting Guide,
Audits of Federal  Government  Contractors,"  which  incorporates as an appendix
AICPA  Statement of Position  ("SOP") No. 81-1,  "Accounting  for Performance of
Construction  Type and Certain  Production-Type  Contracts."  Under this method,
income  is  recognized  at  a  consistent  profit  margin  over  the  period  of
performance  based on the  estimated  profit  margin  at the  completion  of the
contract.  Such a method has resulted in deferral of costs,  including  start-up
costs, and deferral of profits on certain contracts. Under SOP No. 81-1, revenue
can be recognized  based on costs incurred as a measurement of progress  towards
completion,  which can differ from other  revenue  recognition  methods  such as
those outlined in SEC SAB  No.  101.
<PAGE>



Following discussions with the SEC's staff, it was determined that percentage of
completion  accounting  should  be  applied  to  long-term  contracts  which are
specifically  described  in the scope  section of AICPA SOP No. 81-1 or in other
appropriate accounting literature.  All other long-term service contracts,  even
those with the Federal Government, should not apply the percentage of completion
method.  Accordingly,  the Company  changed its method for  accounting  on these
long-term  service  contracts to be in accordance  with SEC SAB No. 101 or other
applicable  generally  accepted  accounting  principles.  As a  result  of these
changes,  profit  margins  on a  given  long-term  service  contract  could  now
fluctuate  from one  accounting  period to another  due to  fluctuations  in the
revenue earned and costs incurred in a given accounting  period. The Company has
applied this change in  accounting  methods to its original Form 10-Q filing for
the  quarterly  period ended June 27, 2002 (filed  August 19, 2002) to eliminate
the deferral of such cost or profits on service  contracts.  The previous change
did  not  have  any  effect  on  the  Company's  revenues.  As a  result  of the
aforementioned  re-audit,  it was determined  that revenue on certain  contracts
should also have revised.

As a result of the revisions  described  above,  reported  common  stockholders'
share of net loss  increased  by $0.4  million,  from  $(2.0)  million to $(2.4)
million for the three months ended June 27, 2002. Reported common  stockholders'
share of net  earnings  decreased  by $2.6  million,  from $4.5  million to $1.9
million for the six months ended June 27, 2002.  Reported  common  stockholders'
share of net  earnings  remained at $4.8 million for the three months ended June
28, 2001 and  decreased by $0.3  million,  from $8.3 million to $8.0 million for
the six months ended June 28, 2001.  Reported common  stockholders' share of net
loss per diluted  share  increased  from $(0.19) to $(0.23) for the three months
ended June 27, 2002.  Reported  common  stockholders'  share of net earnings per
diluted  share  decreased  from $0.39 to $0.17 for the six months ended June 27,
2002.  Reported  common  stockholders'  share of net earnings per diluted  share
remained at $0.44 for the three months ended June 28, 2001 and  decreased  from
$0.75 to $0.72 for the six months ended June 28, 2001.

The  effects of the  revisions  for the change in  accounting  method on certain
long-term  service  contracts  on the June 27, 2002 and June 28, 2001  financial
data  are  presented  in  Note  2  to  these  Consolidated  Condensed  Financial
Statements.

Revenues and Operating Profit
-----------------------------

Revenues for the three months ended June 27, 2002  increased by $117.8  million,
or 24.7%, to $594.4 million as compared to $476.6 million for the same period in
2001.  Revenues  for the six months  ended  June 27,  2002  increased  by $221.1
million,  or 24.2%,  to $1.1 billion as compared to $915.6  million for the same
period in 2001.  Operating  profit was $33.6  million and $58.7  million for the
three and six months ended June 27, 2002,  increases of $7.3 million,  or 27.7%,
and  $9.2  million,  or  18.6%,  respectively  from the  same  periods  in 2001.
Operating  profit is defined as the excess of revenues over cost of services and
certain  non-operating income and expenses,  which are included in Other Expense
(Other Income) on the Consolidated  Condensed Statements of Operations.  See the
"Revision  of  Financial  Statements"  discussion  above  and  in  Note 2 to the
Consolidated  Condensed  Financial  Statements  for the impact on  revenues  and
operating profit relating to the Company's change in its method of accounting on
long-term service contracts and revision of financial  statements.  The increase
in both revenues and operating profit was attributable  primarily to several new
contract  wins and  increased  tasking on existing  contracts.  The  increase in
operating profit is due to losses on several contracts in the first half of 2001
that did not  continue  in the first  half of 2002 and  increased  profit due to
additional  revenue  in the  first  half of 2002 for  contract  costs  that were
recognized in a prior period.

DSS had  revenues  of $242.7  million  and  $467.2  million in the three and six
months  ended June 27, 2002,  compared to revenues of $203.4  million and $391.3
million in the same  periods  in 2001.  The  increases  in revenue in the second
quarter and first half of 2002 of $39.3 million, or 19.3%, and $75.9 million, or
19.4%,  respectively  resulted  primarily from the start-up of two new contracts
and increased tasking on existing contracts.  The two new contracts consisted of
one which  started in the third quarter of 2001 for updated  office  automation,
including desktop computers,  servers,  and networks,  for the Federal Bureau of
Investigation  ("FBI")  and which  provided  the  majority  of the  increase  in
revenues, and the other to manage and operate the

<PAGE>


infrastructure facilities,  hardware, software and systems relating to non-EDGAR
systems at the SEC.  These two  contracts  provided  combined  revenues of $42.0
million and $90.4 million in the three and six months ended June 27, 2002. Also,
contributing  to the revenue  growth was  expansion of a  Department  of Defense
("DoD")  program  for vaccine  production,  growth in a contract  that  provides
battlefield   simulation  and  virtual  training  system  support  services  and
maintenance  for the U.S.  Army,  and  growth in a DoD  contract  that  provides
security  background  investigations  that was awarded in the second  quarter of
2000.  Partially  offsetting  these increases in revenue was the completion of a
subcontract  providing operations management to the Department of Energy ("DoE")
in September 2001. Revenues for the three and six months ended June 28, 2001 for
this  subcontract  were $23.5  million  and $48.3  million,  respectively.  Also
offsetting  these  increases  in revenues  for DSS was the  divesture of DynCorp
Management Resources, Inc. ("DMR") in December 2001, which provided $7.3 million
and $14.4 million for the three and six months ended June 28, 2001.

For the second quarter and six months ended June 27, 2002,  operating profit for
DSS  increased  by  $3.6  million,   or  25.3%,  and  $9.1  million,  or  38.6%,
respectively,  to $17.7 million and $32.7 million,  respectively.  The operating
profit increases for DSS resulted  primarily from the new FBI contract and, to a
lesser  extent,  the new SEC  contract  discussed  above.  These  two  contracts
provided  combined  operating  profits of $3.1  million and $4.9 million for the
three  and six  months  ended  June 27,  2002.  In  addition,  operating  profit
increased  due to  increased  tasking and a larger award fee pool on the vaccine
production,  battlefield simulation,  and the security background investigations
contracts  that are all  noted  above.  Also  contributing  to the  increase  in
operating  profits  were the  losses on the DMR  contracts  in the three and six
months ended June 28, 2001 that did not continue in 2002.  Partially  offsetting
these increases to operating profit was the completion of the DoE subcontract in
the third quarter of 2001,  which is noted above.  Operating  profit on this DoE
subcontract  for the three and six months  ended June 28, 2001 was $0.4  million
and $1.4 million, respectively.

DynCorp  International's  ("DI") second quarter and six-month 2002 revenues grew
by 36.0%  and 37.2% to $178.7  million  and  $343.1  million,  respectively,  as
compared to the same prior year  periods of $131.4  million and $250.1  million,
respectively.  The  increase in  revenues  resulted  primarily  from growth in a
contract that provides maintenance, storage, and security support of war reserve
materials to the United States Central Command Air Forces,  growth on a contract
with the U.S.  Armed  Forces  that  started up in the  second  half of 2001 that
provides  maintenance  and parts to military  aircraft,  increased  tasking on a
contract with the  Department  of State  ("DoS") in support of the  government's
drug eradication program, primarily in South America, and increased tasking on a
contract which provides combat service support  augmentation  and Force Provided
Training Modules primarily to the U.S. Army. DI also commenced  performance on a
new commercial  subcontract in Saudi Arabia  involving repair and maintenance of
Saudi  military  aircraft,  which was awarded in the fourth  quarter of 2001 and
became  fully  operational  in 2002.  This  contract  provided  revenues of $5.7
million and $12.1  million in the three and six months ended June 27,  2002.  In
addition,  DI was also awarded a new  contract  with the U.S. Air Force in March
2002  supporting  aerial  counter-drug  surveillance  missions in central  South
America and the Caribbean and including  providing base  operations  support for
personnel and aircraft. This contract provided $4.8 million in the first half of
2002.  Partially  offsetting the increases in revenues was the decreased manning
requirements on the DoS  international  police task force contract in the second
quarter of 2002.

DI's second quarter and six-month 2002 operating  profits grew by 26.6% and 5.6%
to $10.8 million and $18.0 million,  respectively, as compared to the same prior
year periods of $8.5 million and $17.1 million,  respectively.  The increases in
operating  profits resulted from the increased  tasking on several contracts and
the new contracts as mentioned above.  DI's operating profit was also positively
impacted due to additional  revenue on contract costs that were  recognized in a
prior period.  Partially  offsetting the increases in operating  profits was the
decreased  manning  requirements  on the DoS  international  police  task  force
contract in the second  quarter of 2002.  The contract,  which  provides  combat
service support  augmentation and Force Provided  Training Modules  primarily to
the U.S. Army, is expected to be substantially complete by the end of 2002. This
contract  provided  revenues of $16.1  million and $22.1  million and  operating
profits of $0.8  million and $1.1  million,  respectively,  in the three and six
months ended June 27, 2001.  Management expects that the new contracts discussed
above will offset the lost revenue and operating profit.

<PAGE>


DynCorp Technology Services' ("DTS") revenues for the three and six months ended
June 27, 2002, grew 27.3% and 23.0%, respectively,  to $160.0 million and $299.3
million,  respectively,  compared to $125.7  million and $243.3  million for the
comparable  periods in 2001. The increases in the DTS revenues resulted from new
contracts and  increased  tasking on existing  contracts.  DTS was awarded a new
contract in the second quarter of 2002 with the National  Aeronautics  and Space
Administration  ("NASA"), which provides base operations and maintenance support
for the Johnson Space Center. This contract provided $8.3 million in revenues in
the second  quarter of 2002.  DTS was also awarded a contract to provide  repair
and  maintenance  to the  California  Department of Forestry  helicopters in the
first quarter of 2002, which provided $4.9 million in revenues in the first half
of 2002. In addition,  revenues  increased due to increased  tasking on two U.S.
Air Force contracts providing aircraft  maintenance and base operations support.
One of these contracts is at Andrews AFB and was awarded in the first quarter of
2001 and the other is at Vance AFB and was  awarded  in October  2000.  Revenues
also  increased  due to increased  tasking on a U.S.  Military  Sealift  Command
contract, which manages, operates, and maintains non-combat oceangoing U.S. Navy
ships and on a contract that provides range  operations and maintenance  support
to the U.S. Navy. DTS reported revenue increases at Fort Rucker due to increased
contract  requirements  that  have  resulted  in  additional  personnel  and the
negotiation of a new collective  bargaining  agreement that resulted in a higher
wage and fringe package for the employees.  This contract provided $12.4 million
and $16.7  million for the second  quarter and  six-month  revenue  increases in
2002.  Management  expects  revenue  growth on a U.S.  Air Force  contract  that
provides base operations and support  services at Maxwell AFB, which will become
fully operational in the second half of 2002.

DTS  operating  profits for the three and six months ended June 27,  2002,  grew
124.4% and 20.4%, respectively, to $4.9 million and $8.7 million,  respectively,
compared to $2.2  million and $7.2 million for the  comparable  periods in 2001.
DTS operating  profits  increased due to the new contracts and increased tasking
on the contracts  discussed above.  Operating  profits grew faster than revenues
for the three months ended June 27, 2002 due to improved  profit margins on some
of DTS' base operations and aviation support services contracts.

AdvanceMed  ("ADVMED")  reported  revenues of $13.0 million and $27.1 million in
the three and six months ended June 27, 2002, respectively, as compared to $16.1
million and $31.0  million in the same prior year  periods.  ADVMED's  operating
profits  (loss) were $0.1 million and $(0.6) million in the three and six months
ended June 27, 2002, respectively,  as compared to $1.4 million and $1.7 million
in the comparable periods of 2001. The decrease in revenues resulted mostly from
the reduction in work scope on a contract that provides  external quality review
to health care organizations in the State of Texas and the successful completion
of two tasks that review Medicaid and Medicare claims data.  These lost revenues
will be replaced in part by two task awards, which will provide support services
to Medicaid and  Medicare,  and will begin  operations  in the third  quarter of
2002.  The decrease in  operating  profit  resulted  from  increased  costs on a
commercial  product  introduction  and the  addition  of a sales  team  for this
commercial product,  which was not reflected in prior year costs. The commercial
product  provides  performance  measurement  portfolios  designed to improve the
delivery of high-risk, high-cost healthcare services.

Cost of Services
----------------

Cost of services as a percentage of revenue  remained  consistent  for the three
and six months  ended June 27,  2002,  as compared to the same  periods in 2001.
Cost of services (as revised - see "Revision of Financial Statements" discussion
above)  was 94.6% and 94.8% of revenue  for the three and six months  ended June
27, 2002, respectively,  as compared to 94.3% and 94.5%,  respectively,  for the
comparable  periods  in 2001.  Cost of  services  was  $562.5  million  and $1.1
billion,  respectively,  compared to $449.7  million and $864.9  million for the
comparable  periods in 2001,  increases  of $112.9  million and $212.8  million,
respectively. Cost of services as a percentage of revenue was higher in 2002 due
to higher balances of deferred costs that were expensed in 2002 compared to 2001
due to the revision of financial  statements as described above and in Note 2 to
the Consolidated  Condensed Financial Statements.  Offsetting these increases in
cost of  services  as a  percentage  of revenue as  compared  to 2001 were lower
percentages  due to DTS  operating  profits  growing  faster than  revenues from
improved  profit  margins on some of its base  operations  and aviation  support
services  contracts.  Cost of services for the Company  includes  mainly  direct
labor, direct overhead, and direct facility costs.

<PAGE>


Corporate General and Administrative Expense
--------------------------------------------

Corporate general and  administrative  expense was relatively  unchanged at $7.2
million  for the second  quarter of 2002 as  compared to the same period in 2001
and  increased  slightly  in the first six  months of 2002 to $14.8  million  as
compared  to $14.0  million in the same  period in 2001.  Corporate  general and
administrative  expense as a  percentage  of  revenue  was 1.2% and 1.3% for the
three and six months  ended June 27, 2002 and 1.5% for the same periods in 2001.
The slight increase in corporate general and  administrative  expense was due to
costs  associated  with the management  efforts to explore the potential sale of
the Company or its merger with a third party.  In the first quarter of 2002, the
Board of Directors authorized  management to consider interests of third parties
in a merger or sale of the Company.  No formal  agreement has been negotiated or
executed  at  this  time.  The  Company  has  notified  its   stockholders   and
participants  in its Savings  and  Retirement  Plan,  Capital  Accumulation  and
Retirement   Plan,   and  former   Employee   Stock   Ownership  Plan  of  these
circumstances.

Interest Expense
----------------

Interest expense was $7.0 million and $14.2 million, respectively, for the three
and six months ended June 27, 2002,  compared to $8.0 million and $16.4  million
for the comparable periods in 2001.  Interest expense as a percentage of revenue
was 1.2% for the three and six months ended June 27,  2002,  as compared to 1.7%
and 1.8% for the comparable  periods in 2001.  The decrease in interest  expense
was  attributable to lower average debt levels and lower average  interest rates
in the three and six months of 2002 as compared to the same periods in 2001. The
average  levels of  indebtedness  were  approximately  $280.5 million and $285.7
million in the six months ended June 27, 2002 and June 28, 2001, respectively.

Amortization of Intangibles of Acquired Companies
-------------------------------------------------

Amortization  of  intangibles  of acquired  companies  was $0.5 million and $1.0
million for the second  quarter and first six months of 2002,  respectively,  as
compared to $1.7  million and $3.6 million for the  comparable  periods of 2001.
The decrease  resulted  from the  Company's  adoption on December 28, 2001,  the
first  day of  fiscal  year  2002,  of the  Statement  of  Financial  Accounting
Standards  ("SFAS")  No.  142,  "Goodwill  and  Other  Intangible  Assets".  The
provisions  of SFAS No.  142  eliminated  amortization  of  goodwill,  including
assembled  workforce  which is now considered  goodwill,  and  accordingly,  the
Company  eliminated  amortization of goodwill  beginning  December 28, 2001. The
provisions also require an impairment assessment at least annually by applying a
fair-value  based  test.  See  Note 8 to the  Consolidated  Condensed  Financial
Statements  included in this Quarterly Report on Form 10-Q/A,  Amendment No.1 to
show what the impact  would have been on the  second  quarter  and first half of
2001  financial  results if SFAS No. 142 had been  adopted at the  beginning  of
fiscal 2001.

Other Expense (Other Income)
----------------------------

Other expense  (other  income) was $18.1 million and $19.9 million for the three
and six months ended June 27, 2002 and consists mostly of the Company's share of
the estimated net losses of unconsolidated  affiliates,  and the write-off of an
investment in an unconsolidated affiliate.

The Company periodically evaluates the recoverability of its equity investments,
in accordance  with  Accounting  Principles  Board No. 18, "The Equity Method of
Accounting for Investments in Common Stock," and if circumstances  arise where a
loss in value is considered to be other than temporary,  the Company will record
a write-down  of its  investment  to fair value.  The  Company's  recoverability
analysis is based on the projected  undiscounted  cash flows of the investments,
which  is the  lowest  level  of  cash  flow  information  available,  or  other
appropriate  methods.  During the second quarter of 2002, the Company recorded a
non-recurring,  write-off of approximately $15.8 million,  which represented the
net  balance  of a certain  investment,  which  was  stated in excess of its net
realizable  value. The total charge was included in Other Expense (Other Income)
on the Consolidated Condensed Statement of Operations at June 27, 2002.

<PAGE>


Income Taxes
------------

The  provisions  for  income  taxes in 2002 and 2001 are  based  upon  estimated
effective tax rates,  including the impact of permanent  differences between the
book bases of assets and liabilities recognized for financial reporting purposes
and the bases  recognized  for tax purposes.  The provision for income taxes (as
revised - see "Revision of Financial Statements"  discussion above) decreased by
$4.3  million and $4.0 million for the three and six months ended June 27, 2002,
respectively,  from the  comparable  periods in 2001.  The decreases were due to
lower  pretax  income in both the  three  and six  months  ended  June 27,  2002
partially offset by a higher effective tax rate in the first six months of 2002,
compared  to the  same  periods  in  2001.  The  Company's  effective  tax  rate
approximated 49.5% for the six months ended June 27, 2002,  compared to 43.0% in
the comparable  period in 2001, after taking into account the effect of minority
interests.

Backlog
-------

The  Company's  backlog of  business,  which  includes  awards  under both prime
contracts and  subcontracts  as well as the  estimated  value of option years on
government contracts, was $7.2 billion at June 27, 2002 compared to $6.8 billion
at December 27, 2001,  a net increase of $0.4  billion.  The backlog at June 27,
2002  consisted of $2.3  billion for DSS,  $2.2 billion for DI, $2.6 billion for
DTS, and $0.1  billion for ADVMED  compared to December 27, 2001 backlog of $2.4
billion for DSS, $2.2 billion for DI, $2.0 billion for DTS, and $0.2 billion for
ADVMED. A large part of the increase was attributable to the $0.5 billion win on
a fifteen - year DTS contract  with the U.S. Air Force in the second  quarter of
2002. This cost plus contract begins in October 2002 and will provide support to
the Air Force Command and Air Combat  Command  operations at the Nevada Test and
Training Range.

Working Capital
---------------

Working capital (as revised - see "Revision of Financial Statements"  discussion
above),  defined as current assets less current liabilities,  was $158.0 million
at June 27, 2002 compared to $144.7 million at December 27, 2001, an increase of
$13.4 million,  or 9.2%.  The ratio of current assets to current  liabilities at
June 27, 2002 and December 27, 2001 was 1.6. The increase in working capital was
primarily a result of increased revenue and strong customer  collections,  which
resulted in a higher cash and cash equivalents balance at June 27, 2002 compared
to December 27, 2001,  and increases in the other current asset  balance,  which
was due to increased  inventory on a FBI contract.  Partially  offsetting  these
increases in cash and cash  equivalents  and other  current  assets was a larger
current  portion of the Senior Secured  Credit  Agreement Term A debt as of June
27, 2002 and increases in certain accrued expenses.

Cash Flows from Operating Activities
------------------------------------

Cash provided by  operations  was $41.1 million in the first six months of 2002,
an increase  of $46.7  million  from the  comparable  period in 2001.  The major
components  of the  increase  were higher  collections  of  receivables,  higher
accounts payable, and higher operating profits, excluding non-cash net losses of
unconsolidated  affiliates  of  $2.2  million  and  a  non-cash  reserve  of  an
investment in an unconsolidated affiliate of $15.8 million in the second quarter
of 2002. In the first six months of 2001,  $5.5 million was used in  operations.
The major components of the $5.5 million were a decrease in current  liabilities
and certain other  liabilities of $39.1 million,  offset by net earnings of $8.0
million,  and a decrease  in current  assets and certain  other  assets of $11.4
million.

Cash Flows from Investing Activities
------------------------------------

Investing activities used funds of $4.4 million in the six months ended June 27,
2002,  as compared to cash used by investing  activities  of $1.4 million in the
six  months  ended  June 28,  2001.  The use of funds in the first  half of 2002
resulted  mostly from the  purchase of property and  equipment of $4.0  million,
compared to the purchase of property and equipment in the same period of 2001 of
$3.3 million.

<PAGE>


Cash Flows from Financing Activities
------------------------------------

Financing  activities  used funds of $10.7  million  during the six months ended
June 27, 2002 and included several short-term borrowings and subsequent payments
of a cumulated sum of $63.0 million under the Senior  Secured  Credit  Agreement
Revolving  Credit  Facility,  maturing  December 9, 2004. In the second  quarter
2002, the Company made installment  payments of $1.3 million and $6.3 million on
the Senior Secured Credit Agreement Term A Loan,  maturing  December 9, 2004, in
February and May  respectively,  and prepaid $3.2 million on the Senior  Secured
Credit Agreement Term B Loan,  maturing  December 9, 2006. During the first half
of 2001,  financing  activities  provided  funds of $0.1  million  and  included
several  short-term  borrowing  and  subsequent  payments of a cumulated  sum of
$159.3  million  under the Senior  Secured  Credit  Agreement  Revolving  Credit
Facility.

Earnings before Interest, Taxes, Depreciation, and Amortization
---------------------------------------------------------------

Earnings before Interest, Taxes,  Depreciation,  and Amortization ("EBITDA") (as
revised - see "Revision of Financial Statements" discussion above) as defined by
management,  consists of net earnings before income tax provision (benefit), net
interest expense, and depreciation and amortization. EBITDA represents a measure
of the Company's ability to generate cash flow and does not represent net income
or cash flow from  operating,  investing and financing  activities as defined by
generally accepted accounting  principles  ("GAAP").  EBITDA is not a measure of
performance  or  financial  condition  under GAAP,  but is  presented to provide
additional  information  about  the  Company  to the  reader.  EBITDA  should be
considered in addition to, but not as a substitute for, or superior to, measures
of  financial  performance  reported in  accordance  with GAAP.  EBITDA has been
adjusted for the  amortization  of deferred debt expense and debt issue discount
which are  included in  "interest  expense" in the  Consolidated  Statements  of
Operations and included in "amortization  and  depreciation" in the Consolidated
Statements  of Cash  Flows.  EBITDA has not been  adjusted to give affect to the
depreciation and amortization  attributable to minority  interest  shareholders.
Readers  are  cautioned  that  the  Company's   definition  of  EBITDA  may  not
necessarily be comparable to similarly  titled  captions used by other companies
due to the potential inconsistencies in the method of calculation.

The following represents the Company's computation of EBITDA (in thousands):

<TABLE>
<CAPTION>

                                                               Three Months Ended                  Six Months Ended
                                                               ------------------                  ----------------
                                                           June 27,          June 28,          June 27,          June 28,
                                                        2002 (Revised     2001 (Revised      2002 (Revised     2001 (Revised
                                                        - See Note 2)       - See Note 2)    - See Note 2)     - See Note 2)
                                                        -------------       -------------    -------------     -------------
<S>                                                     <C>                 <C>              <C>               <C>
Net (loss) earnings                                        $(1,921)           $  5,417           $  2,925          $  9,111
   Depreciation and amortization                             2,874               5,536              7,757            10,325
   Interest expense, net                                     6,791               7,873             13,916            15,956
   (Benefit) provision for income taxes                       (206)              4,086              2,867             6,873
   Amortization of deferred debt expense                      (525)               (887)            (1,047)           (1,359)
   Debt issue discount                                        (135)                (12)              (291)              (23)
                                                           --------           ---------          ---------         ---------
EBITDA                                                     $ 6,878            $ 22,013           $ 26,127          $ 40,883
</TABLE>


EBITDA (as defined above) decreased by $15.1 million,  or 68.8%, to $6.9 million
for the second quarter of 2002 as compared to the comparable period in 2001. For
the first six months of 2002,  EBITDA  decreased by $14.8 million,  or 36.1%, to
$26.1  million as compared  to the first six months of 2001.  The  decreases  in
EBITDA in the three and six month  periods in 2002,  as  compared to the similar
periods in 2001, are primarily  attributable to the  non-recurring  write-off of
the  investment  in an  unconsolidated  affiliate of $15.8 million in the second
quarter  of 2002 and  offset  partially  by the  higher  operating  profits,  as
discussed above.

<PAGE>



Recent Developments
-------------------

The Board of Directors  authorized  management  in the first  quarter of 2002 to
consider interests of third parties in a merger or sale of the Company. There is
the potential for a merger or sale of the Company in the short-term  future, but
no formal  agreement has been  negotiated or executed at this time.  The Company
has notified its  stockholders  and  participants  in its Savings and Retirement
Plan,  Capital  Accumulation  and  Retirement  Plan,  and former  Employee Stock
Ownership Plan of this  potential  change in owners of the Company and merger or
sale of the Company.

Liquidity and Capital Resources
-------------------------------

The carrying amounts  reflected in the Consolidated  Condensed Balance Sheets of
cash and cash  equivalents,  accounts  receivable and contracts in process,  and
accounts  payable  approximate  fair  value  at June 27,  2002 due to the  short
maturities of these instruments.

As of June 27, 2002 the Company's total debt was $274.1  million,  a decrease of
$10.5 million from $284.6 million as of December 27, 2001,  primarily due to the
February and May 2002 payments of $1.3 million and $6.3  million,  respectively,
made on the Term A Loan and the April  2002  prepayment  of $3.2  million on the
Term B Loan.  These payments were partially  offset by the  amortization  of the
discounts on the  Subordinated  Notes and the 9 1/2% Senior  Subordinated  Notes
discussed below.

The Company has a Senior Secured Credit Agreement (the "Credit  Agreement") with
a group of financial institutions.  Under the Credit Agreement,  the Company has
outstanding  borrowings of $62.5 million under Term A Loans maturing December 9,
2004,  $73.7 million  under Term B Loans  maturing  December 9, 2006,  and has a
$90.0  million  revolving  line of  credit,  which,  at June  27,  2002,  had no
borrowings.  Installment  payments of $1.3 million and $6.3 million were paid on
the Term A Loans in February and May 2002, respectively. The Term A Loans are to
be repaid in eleven quarterly  installments of $6.3 million,  which began in May
2002.  A  prepayment  of $3.2 million was paid on the Term B Loan in April 2002.
The Term B Loans are scheduled to be repaid in an installment of $5.7 million in
May 2005 and then six  quarterly  installments  of $11.9  million  beginning  in
August 2005. The Company is charged a commitment fee of 0.5% per annum on unused
commitments  under the revolving line of credit.  Letters of credit  outstanding
were $11.0  million and $11.1  million at June 27, 2002 and  December  27, 2001,
respectively,  under the line of credit.  The amount available was $79.0 million
and $78.9 million, respectively, as of June 27, 2002 and December 27, 2001.

The  Company  has $99.7  million of 9 1/2% Senior  Subordinated  Notes  ("Senior
Subordinated  Notes") outstanding with a scheduled maturity in 2007. Interest is
payable semi-annually,  in arrears, on March 1 and September 1 of each year. The
Company has outstanding  $40.0 million face value of the Company's  subordinated
pay-in-kind  notes due  2007,  with an  estimated  fair  value of $38.2  million
("Subordinated Notes"). The Subordinated Notes bear interest at 15.0% per annum,
payable  semi-annually.  The Company  may, at its option,  prior to December 15,
2004, pay the interest in cash or in additional Subordinated Notes.

The Company is a guarantor on a fixed price services  contract for non-emergency
transportation   brokerage  services.   Management  perceives  the  exposure  of
financial  losses  on this  guarantee  could  possibly  be in the  range of $4.0
million to $12.5 million over the next twelve months.  At this time,  management
does not believe a reserve is required  because no claim has been  asserted  and
one is not considered probable.

<PAGE>



Chart Outlining Future Financial Commitments
--------------------------------------------

The following table sets forth the Company's total  contractual cash obligations
for the remaining six months of 2002 and over the next four years and thereafter
(in thousands):

<TABLE>
<CAPTION>

                                                          Cash Obligations Due by Year
                                                          ----------------------------
                                               July -
Contractual                                   December
Cash Obligation                  Total          2002           2003         2004          2005         2006       Thereafter
---------------                  -----          ----           ----         ----          ----         ----       ----------
<S>                           <C>           <C>            <C>           <C>          <C>           <C>          <C>
Long-term Debt                 $274,146      $12,547        $  25,002     $28,083      $26,228       $47,500      $134,786
Operating Leases                227,468       24,649           42,968      36,790       27,600        25,643        69,818
Maximum Liability to
 Repurchase ESOP
 Shares                         368,649       18,697           27,802      30,032       27,674        23,842       240,602
Liability to Repurchase
 Other Redeemable
 Common Stock                     7,944            -           11,600           -            -             -             -
                               --------      -------        ---------     -------      -------       -------      --------
Total Contractual Cash
 Obligations                   $878,207      $55,893        $ 107,372     $94,905      $81,502       $96,985      $445,206
                               ========      =======        =========     =======      =======       =======      ========
</TABLE>

The Company has contractual cash obligations under several of its long-term debt
provisions, as discussed above.

The Company has several significant  operating leases for facilities,  furniture
and equipment. Minimum lease payments over the next 11 years are estimated to be
$227.5 million, including $24.6 million for the remaining six months of 2002. Of
the $24.6  million  2002 minimum  lease  payments,  $7.3 million  related to DIS
leases, $5.2 million related to a U.S. Postal Service contract, and $3.5 million
related to the new corporate headquarters building.

The Company is  obligated to  repurchase  certain of its former  Employee  Stock
Ownership  Plan ("ESOP")  vested common stock shares (under a "put option") from
former ESOP participants upon death,  disability,  retirement and termination at
the fair value (as  determined by an independent  appraiser)  until such time as
the Company's common stock is publicly traded. Under the Subscription  Agreement
dated September 9, 1988, the Company is permitted to defer put options if, under
Delaware  law, the capital of the Company  would be impaired as a result of such
repurchase. The Company's total contractual cash obligation to repurchase former
ESOP shares will fluctuate in the future as the  independently  determined  fair
value  fluctuates.  The total  obligation  to  repurchase  former ESOP shares is
$368.6 million as of June 27, 2002, based on the  independently  determined fair
value as of May 24, 2002.

Under a  registration  rights  agreement,  the  holders of the other  redeemable
common  stock will have a put right to the Company  commencing  on December  10,
2003,  at a price of $40.53 per share,  unless one of the  following  events has
occurred  prior to such date or the  exercise  of the put right:  (1) an initial
public offering of the Company's common stock has been consummated;  (2) all the
Company's  common stock has been sold;  (3) all the  Company's  assets have been
sold in such a manner that the holders have received cash  payments;  or (4) the
Company's  common  stock has been  listed on a national  securities  exchange or
authorized for quotation on the NASDAQ National Market System for which there is
a public  market of at least $100 million for the Company's  common  stock.  The
total obligation to repurchase other redeemable shares of the Company's stock is
$11.6 million as of June 27, 2002.

Critical Accounting Policies (Revised)
--------------------------------------

Revenues for cost-reimbursement contracts are recorded as reimbursable costs are
incurred,   including   a  pro-rata   share  of  the   contractual   fees.   For
time-and-material  contracts,  revenue is  recognized  to the extent of billable
rates times hours delivered plus material and other reimbursable costs incurred.
For long-term fixed price production

<PAGE>


contracts,  revenue is recognized at a rate per unit as the units are delivered.
Revenue from other long-term  fixed price  contracts is recognized  ratably over
the  contract  period  or by  other  appropriate  methods  to  measure  services
provided.  Contract  costs are expensed as incurred  except for certain  limited
long-term contracts noted below. For long-term contracts, which are specifically
described  in the  scope  section  of AICPA  SOP No.  81-1 or other  appropriate
accounting  literature the Company applies the percentage of completion  method.
Under the percentage of completion method,  income is recognized at a consistent
profit margin over the period of performance  based on estimated  profit margins
at completion of the contract. This method of accounting requires estimating the
total revenues and total contract cost at completion of the contract. During the
performance of long-term  contracts,  these estimates are periodically  reviewed
and revisions are made as required. The impact on revenue and contract profit as
a result of these  revisions  is included in the periods in which the  revisions
are made.  This method can result in the  deferral of costs  including  start-up
costs, or the deferral of profit on these contracts. Because the Company assumes
the risk of  performing  a fixed price  contract at a set price,  the failure to
accurately estimate ultimate costs or to control costs during performance of the
work could result,  and in some  instances has resulted,  in reduced  profits or
losses for such  contracts.  Estimated  losses on  contracts at  completion  are
recognized when identified.

Disputes arise in the normal course of the Company's  business on projects where
the Company is  contesting  with  customers  for  collection of funds because of
events such as delays, changes in contract  specifications and questions of cost
allowability  or  collectibility.  Such  disputes  are recorded at the lesser of
their  estimated net realizable  value or actual costs  incurred,  and only when
realization  is  probable  and can be  reliably  estimated.  Claims  against the
Company  are  recognized  when a loss  is  considered  probable  and  reasonably
determinable in amount.  Because there are estimates and judgments involved, the
actual  results could be different  from those  estimates.  Accounts  receivable
balances  related to such  disputed  items were  immaterial at June 27, 2002 and
December 27, 2001.

Forward Looking Statements
--------------------------

Certain  matters  discussed  or  incorporated  by  reference  in this report are
forward-looking  statements  within the meaning of the federal  securities laws.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking  statements are based upon reasonable assumptions,  there can be
no assurance that its  expectations  will be achieved.  Factors that could cause
actual  results to differ  materially  from the Company's  current  expectations
include the early  termination  of, or failure of a customer to exercise  option
periods under, a significant contract;  the inability of the Company to generate
actual customer orders under indefinite delivery, indefinite quantity contracts;
technological  change;  the  inability of the Company to manage its growth or to
execute its internal performance plan; the inability of the Company to integrate
the  operations  of  acquisitions;  the  inability of the Company to attract and
retain  the  technical  and other  personnel  required  to perform  its  various
contracts;  general economic conditions;  and other risks discussed elsewhere in
this report and in other filings of the Company with the Securities and Exchange
Commission.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------

The Company is exposed to market risk from  changes in interest  rates and, to a
limited extent, foreign currency exchange rates that could affect its results of
operations  and  financial  condition  or cash flows.  The  Company  manages its
exposure to these market risks through normal operating and financing activities
and, when deemed  appropriate,  hedges these risks through the use of derivative
financial  instruments.  The  Company  uses  the term  hedge to mean a  strategy
designed to manage risks of  volatility  in rate  movements  on certain  assets,
liabilities or  anticipated  transactions  by creating a  relationship  in which
gains or losses on derivative  instruments  are expected to  counterbalance  the
losses or gains on the assets,  liabilities or anticipated  transactions exposed
to such market risks.  The Company uses  derivative  financial  instruments as a
risk management tool and not for trading or speculative purposes.

<PAGE>


Interest Rate Risk
------------------

The Company has minimal  exposure due to  fluctuations in market interest rates.
Had  market  interest  rates  been 10%  higher  in the first  half of 2002,  the
Company's net earnings would have been approximately $119.1 thousand lower, or a
change of 4.1%. This is derived from a historical  model that  recalculates  the
interest expense incurred by the Company assuming that the market interest rates
to which the Company's  interest payments are indexed were, in all cases,  10.0%
higher,  taking into  consideration  the effect of such higher interest rates on
the interest rate swap as noted below.

From time to time,  the  Company  may enter into  various  derivative  financial
instruments,  including interest rate forwards, options and interest rate swaps,
to manage the exposure of portions of the  Company's  total debt  portfolio  and
related cash flows to  fluctuations  in market interest rates. In December 2000,
the  Company  entered  into a two year and 28-day  swap  agreement,  wherein the
Company pays  approximately  6.2%  annualized  interest on a notional  amount of
$35.0  million on a quarterly  basis  beginning on January 4, 2001 and ending on
January 6, 2003.  The objective of this  transaction  is to neutralize  the cash
flow  variability on designated  portions of the Company's Senior Secured Credit
Agreement  Term A and  Term B loans,  which  have a  floating-rate,  that may be
caused by fluctuations  in market interest rates.  The adjustments to fair value
of this derivative instrument during the six months ended June 27, 2002 resulted
in  additional  increases  in  accumulated  other  comprehensive  income of $0.3
million.  This swap is perfectly  effective at its objective,  and  accordingly,
there are no existing  gains or losses as of June 27, 2002 that are  expected to
be reclassified  into earnings  within the next twelve months.  The Company also
managed its exposure to changes in interest rates by effectively capping at 7.5%
the base  interest  rate on a  notional  amount of $100.0  million of its Senior
Secured Credit Agreement Term A and Term B loans until February 2002.

Foreign Currency Risk
---------------------

The Company's cash flows are primarily denominated in U.S. dollars. With respect
to the  limited  cash  flows  that are  denominated  in  foreign  currency,  the
Company's policy is to manage exposure to fluctuations in foreign exchange rates
by netting inflows of foreign exchange with outflows of foreign  exchange.  From
time to time the Company uses foreign exchange contracts to minimize exposure to
the risk that the  eventual  net cash  inflows and  outflows  will be  adversely
affected by changes in exchange rates. The Company's exposure to fluctuations in
foreign exchange risk is immaterial.


PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings
--------------------------

The Company and its  subsidiaries  and affiliates are involved in various claims
and lawsuits,  including  contract  disputes and claims based on  allegations of
negligence and other tortuous  conduct.  The Company is also potentially  liable
for certain personal  injury,  tax,  environmental,  and contract dispute issues
related to the prior  operations of divested  businesses.  In addition,  certain
subsidiary companies are potentially liable for environmental,  personal injury,
and contract and dispute claims. In most cases, the Company and its subsidiaries
have denied, or believe they have a basis to deny, liability,  and in some cases
have  offsetting  claims against the  plaintiffs,  third  parties,  or insurance
carriers.  The total amount of damages  currently  claimed by the  plaintiffs in
these  cases  is  estimated  to  be   approximately   $8.7  million   (including
compensatory  punitive  damages and  penalties).  The Company  believes that the
amount that will actually be recovered in these cases will be substantially less
than the amount  claimed.  After taking into account  available  insurance,  the
Company  believes  it is  adequately  reserved  with  respect  to the  potential
liability for such claims.  The estimates set forth above do not reflect  claims
that may have  been  incurred  but have not yet  been  filed.  The  Company  has
recorded  such  damages  and  penalties  that  are  considered  to  be  probable
recoveries against the Company or its subsidiaries.

In  September,   2000,  the  Company  became  aware  of  significant  errors  in
preacquisition  estimates  of the  cost to  complete  a major  ten-year  federal
government telephone installation and operation contract that was undertaken

<PAGE>


in 1998 by a predecessor of GTE Information  Systems,  LLC, now known as DynCorp
Information Systems LLC, a wholly-owned  subsidiary of the Company ("DIS").  The
Company acquired GTE Information Systems LLC from Contel Federal Systems,  Inc.,
a subsidiary of GTE  Corporation,  in December 1999. See Note 2 for a discussion
of revisions concerning the accounting for such preacquisition estimates and the
impact of those revisions on the financial statements. Effective August 1, 2001,
DIS and the federal government customer entered into a bilateral modification of
the  contract  as a  consequence  of which the Company  reduced  the  previously
recorded loss reserve by $42.7 million effective in the third quarter 2001. This
reduction   resulted  from  the  government's   elimination  of  certain  future
liabilities  from the contract,  an increase in future  billing rates for calls,
and a decrease in future call  revenue  shared with the  government  agency.  On
August 10, 2001, the Company  instituted suit against GTE  Corporation  claiming
breaches of the  acquisition  agreement  representations  and warranties and for
other relief.

On September 11, 2001,  DynCorp and three of its wholly-owned  subsidiaries were
served with a civil action  filed in the United  States  District  Court for the
District  of Columbia on behalf of certain  Ecuadorian  citizens  and an alleged
class that could  consist of at least  10,000 such  unnamed  citizens,  alleging
personal  injury,  property  damage and wrongful  death as a consequence  of the
spraying of narcotic crops along the Colombian  border adjacent to Ecuador.  The
action seeks a  declaratory  judgment as well as  unspecified  compensatory  and
punitive damages.  Spraying  operations are conducted under a Company subsidiary
contract with the United  States  Department  of State in  cooperation  with the
Colombian government.  No spraying operations are conducted in Ecuador, although
the complaint  alleges that sprayed  material has drifted across the border into
Ecuador. All operations of the Company's subsidiary in Colombia are conducted in
accordance  with  specific  instructions  from the  Department  of  State  using
equipment and spray material provided by the United States government. The State
Department has publicly stated that the spray material has been demonstrated not
to be toxic  to  human  beings.  The  Company  and its  subsidiaries  intend  to
vigorously  defend  against all  allegations.  The  Company  does not expect any
losses due to this litigation.

Regarding   environmental   issues,   neither  the  Company,   nor  any  of  its
subsidiaries,  is named a  Potentially  Responsible  Party  (as  defined  in the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"))
at any  site.  The  Company,  however,  did  undertake,  as  part  of  the  1988
divestiture of a petrochemical  engineering subsidiary, an obligation to install
and  operate  a soil and  water  remediation  system  at a  subsidiary  research
facility  site in New Jersey and also is required to pay the costs of  continued
operation of the remediation system. In addition,  the Company,  pursuant to the
1995 sale of its commercial  aviation business,  is responsible for the costs of
clean-up of environmental conditions at certain designated sites. Such costs may
include the removal and subsequent  replacement of contaminated soil,  concrete,
and  underground  storage tanks that existed prior to the sale of the commercial
aviation  business.  The  resolution  of these matters is not expected to have a
material impact on the Company's  results of operations or financial  condition.
The Company  believes it has adequate  accruals  for any  liability it may incur
arising from the designated sites.

The  Company  has been  advised by the  purchasers  of two  former  subsidiaries
(DynAir Tech of Florida, Inc. and DynAir Services, Inc.) of environmental claims
by Dade  County,  Florida,  arising out of the former  subsidiaries'  conduct of
business at Miami International Airport ("MIA").  Claims for indemnification are
being asserted  against the Company pursuant to divestiture  agreements  entered
into in 1995. The Company has assumed defense of these  allegations  with a full
reservation  of  rights.  A lawsuit  was filed in April  2001 by Dade  County in
Florida State Court  against  DynAir  Tech's  successor-in-interest,  Sabretech,
Inc.,  and 16 other  defendants,  but  neither  Sabretech  nor any  other  named
defendant has been served.  DynAir Services is not currently a named  defendant,
although it is one of an additional 200 companies that the County has identified
as having possible  responsibility  for contamination at MIA. Under the terms of
the DynAir Tech  divestiture  agreement,  the purchaser is  responsible  for the
first $125,000 of cost incurred as a result of such claims; however, the Company
is  required to assume full  responsibility  for all costs to the extent  claims
exceed  $125,000  up to an  aggregate  maximum  amount of $2.5  million.  If the
Company  is  required  to  indemnify  under  the  DynAir  Services   divestiture
agreement, it would be responsible for all related costs. The County's complaint
specifies  $200.0  million  of  incurred  and $250.0  million of future  damages
against  the named  defendants.  Defense  has been  tendered  to  certain of the
Company's insurance carriers,  although no coverage determination has been made.
Both DynAir  Services and Sabretech are  represented  by  environmental  defense
counsel and intend to vigorously

<PAGE>


defend against the  allegations.  At this time,  the Company  cannot  reasonably
determine the exposure, if any, to possible losses from these claims.

The Company is a party to other civil and contractual  lawsuits that have arisen
in the normal course of business for which potential liability,  including costs
of defense,  constitutes the remainder of the $8.7 million  discussed above. The
estimated probable liability (included in Other Liabilities and Deferred Credits
on the Consolidated  Condensed  Balance Sheet) for these issues is approximately
$5.8 million and is substantially  covered by insurance at June 27, 2002. All of
the  insured  claims are within  policy  limits  and have been  tendered  to and
accepted by the  applicable  carriers.  The Company has  recorded an  offsetting
asset (included in Other Assets on the Consolidated  Condensed Balance Sheet) of
$5.2 million at June 27, 2002 for these items.

The Company has recorded its best estimate of the aggregate  liability that will
result from these  matters.  While it is not possible to predict with  certainty
the outcome of litigation and other matters  discussed  above, it is the opinion
of the Company's management,  based in part upon opinions of counsel,  insurance
in force,  and the facts currently  known,  that  liabilities in excess of those
recorded,  if any,  arising from such matters would not have a material  adverse
effect  on the  results  of  operations,  consolidated  financial  condition  or
liquidity of the Company over the  long-term.  However,  it is possible that the
timing of the  resolution  of  individual  issues could result in a  significant
impact  on the  operating  results  and/or  liquidity  for  one or  more  future
reporting periods.

The  major  portion  of  the  Company's   business  involves   contracting  with
departments and agencies of, and prime contractors to, the U.S. Government,  and
such contracts are subject to possible  termination  for the  convenience of the
government  and to audit and possible  adjustment to give effect to  unallowable
costs under cost-type  contracts or to other regulatory  requirements  affecting
both cost-type and fixed price contracts.  Payments  received by the Company for
allowable  direct and indirect  costs are subject to  adjustment  and  repayment
after audit by government  auditors if the payments  exceed  allowable  costs. A
majority of the audits have been  completed on the Company's  incurred  contract
costs  through 1999.  The Company has included an allowance for excess  billings
and contract  losses in its  financial  statements  that it believes is adequate
based on its  interpretation  of contracting  regulations  and past  experience.
There can be no assurance,  however,  that this allowance will be adequate.  The
Company is aware of  various  costs  questioned  by the  government,  but cannot
determine  the outcome of the audit  findings  at this time.  In  addition,  the
Company is occasionally the subject of investigations  by various  investigative
organizations,  resulting from employee and other allegations regarding business
practices.  In  management's  opinion,  there are no outstanding  issues of this
nature  at June 27,  2002  that  will  have a  material  adverse  effect  on the
Company's consolidated financial condition, results of operations, or liquidity.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

      (a) Exhibits

10.1  Amendment  on May 1, 2002 of Patrick  C.  FitzPatrick's  November  1, 2001
Employment Agreement (previously filed).

99.1  Certification by Chief Executive  Officer Pursuant to 18 USC Section 1350,
as Adopted  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002 (filed
herewith).

99.2  Certification by Chief Financial  Officer Pursuant to 18 USC Section 1350,
as Adopted  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002 (filed
herewith).

      (b) Reports on Form 8-K

Form 8-K/A was filed on April 22, 2002 to amend the Company's  Form 8-K filed on
December 27, 1999,  to add as an Exhibit the unaudited  financial  statements of
Information Systems Division as of September 30, 1999.

Form 8-K was filed on May 31, 2002 to note the decision made on May 30, 2002, by
the  Company's  Board  of  Directors,  upon  the  recommendation  of  its  Audit
Committee, not to engage Arthur Andersen LLP as the

<PAGE>


Company's  independent public accountants for 2002 and authorized the engagement
of Ernst & Young LLP to serve as the Company's  independent  public  accountants
for the fiscal year ending  December 26,  2002.  Form 8-K/A was filed on June 3,
2002 to amend the May 31, 2002 Form 8-K changing  the date  through  which there
were no  disagreements  between the Company and Arthur  Andersen  LLP to May 30,
2002.

<PAGE>




                                   SIGNATURES
                                   ----------





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.

          DYNCORP



Date: November 8, 2002                        /S/ Patrick C. FitzPatrick
      ----------------                        --------------------------
                                              Patrick C. FitzPatrick
                                              Senior Vice President
                                              and Chief Financial Officer


Date: November 8, 2002                        /S/ John J. Fitzgerald
      ----------------                        ----------------------
                                              John J. Fitzgerald
                                              Vice President
                                              and Corporate Controller


<PAGE>






                  Certification of the Chief Executive Officer

I, Paul V. Lombardi, hereby certify that:

1. I have reviewed this quarterly report on Form 10-Q;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.




Date: November 8, 2002                    /S/ Paul V. Lombardi
      ----------------                    --------------------
                                          Paul V. Lombardi
                                          President and Chief Executive Officer


<PAGE>






                  Certification of the Chief Financial Officer

I, Patrick C. FitzPatrick, hereby certify that:

1. I have reviewed this quarterly report on Form 10-Q;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.




Date:  November 8, 2002        /S/ Patrick C. FitzPatrick
       ----------------        --------------------------
                               Patrick C. FitzPatrick
                               Senior Vice President and Chief Financial Officer

<PAGE>