FORM 10-Q

                       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 28, 2001     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 6, 2001
             _____                          ________________________________

 Common Stock, $0.10 par value                          10,447,561

<PAGE>
                            DYNCORP AND SUBSIDIARIES
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 28, 2001

                                      INDEX


                                                                            Page


PART I.  FINANCIAL INFORMATION

   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheets at
         June 28, 2001 and December 28, 2000                                 3-4

     Consolidated Condensed Statements of Operations for
         Three and Six Months Ended June 28, 2001 and June 29, 2000            5

     Consolidated Condensed Statements of Cash Flows for
         Six Months Ended June 28, 2001 and June 29, 2000                      6

     Consolidated Statement of Stockholders' Equity                            7

     Notes to Consolidated Condensed Financial Statements                   8-12

   Item 2.  Management's Discussion and Analysis of Financial Condition
                     and Results of Operations                             13-17

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk        18

PART II.  OTHER INFORMATION

  Item 4.  Submission of Matters to a Vote of Security Holders                18

  Item 6.  Exhibits and Reports on Form 8-K                                   18

Signatures                                                                    19
<PAGE>
                          PART I. FINANCIAL INFORMATION

                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                       JUNE 28, 2001 AND DECEMBER 28, 2000
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                         June 28,
                                                                                           2001                   December 28,
                                                                                         Unaudited                  2000
                                                                                         _________                  ____
<S>                                                                                      <C>                      <C>

Assets
Current Assets:
 Cash and cash equivalents                                                               $   6,228                $  12,954
 Accounts receivable (net of allowance for doubtful accounts
        of $3,805 in 2001 and $4,071 in 2000)                                              321,643                  334,354
 Other current assets                                                                       37,356                   36,570
                                                                                         _________                _________

     Total current assets                                                                  365,227                  383,878

Property and Equipment (net of accumulated depreciation
 and amortization of $25,297 in 2001 and $23,833 in 2000)                                   24,653                   27,766

Intangible Assets (net of accumulated amortization of
 $62,017 in 2001 and $66,193 in 2000)                                                      175,548                  181,677


Other Assets                                                                                46,804                   51,020
                                                                                         _________                _________
Total Assets                                                                             $ 612,232                $ 644,341
                                                                                         _________                _________
                                                                                         _________                _________
</TABLE>


The  accompanying  notes  are  an  integral part of these consolidated condensed
financial statements.
<PAGE>
                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                       JUNE 28, 2001 AND DECEMBER 28, 2000
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                                         June 28,
                                                                                           2001                December 28,
                                                                                         Unaudited                2000
                                                                                         _________                ____
<S>                                                                                      <C>                   <C>

Liabilities and Stockholders' Equity
Current Liabilities:
 Notes payable and current portion of long-term debt                                     $   7,624             $     124
 Accounts payable                                                                           36,460                67,761
 Deferred revenue and customer advances                                                      6,818                 7,631
 Accrued liabilities                                                                       159,807               165,723
                                                                                         _________             _________

     Total current liabilities                                                             210,709               241,239

Long-Term Debt                                                                             276,700               283,889

Other Liabilities and Deferred Credits                                                      88,897                90,283

Contingencies and Litigation

Temporary Equity:
 Redeemable common stock at redemption value -
   ESOP shares, 7,525,443 and 7,504,653
     shares issued and outstanding in 2001 and 2000,
     respectively, subject to restrictions                                                 260,248               238,346
   Other redeemable common stock, 426,217 shares issued
            and outstanding in 2001 and 2000, respectively                                   9,104                 7,984

Stockholders' Equity:
 Common stock, par value ten cents per share, authorized 20,000,000 shares;
   issued 4,744,260 and 4,758,897 shares
   in 2001 and 2000, respectively                                                              474                   476
 Paid-in surplus                                                                           135,755               134,638
 Accumulated other comprehensive (loss) income                                                (750)                    3
 Reclassification to temporary equity for redemption value
   greater than par value                                                                 (268,556)             (245,540)
 Deficit                                                                                   (58,352)              (64,835)
 Common stock held in treasury, at cost; 2,248,751 and
   2,264,625 shares in 2001 and 2000, respectively                                         (41,997)              (42,142)
                                                                                         __________            __________

Total Liabilities and Stockholders' Equity                                               $ 612,232             $ 644,341
                                                                                         __________            __________
                                                                                         __________            __________
</TABLE>


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


                            DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)

                                    UNAUDITED
<TABLE>
<CAPTION>

                                                                                      Three Months Ended      Six Months Ended
                                                                                      __________________      ________________

                                                                                      June 28,    June 29,    June 28,   June 29,
                                                                                        2001        2000        2001       2000
                                                                                        ____        ____        ____       ____
<S>                                                                                   <C>         <C>         <C>        <C>

Revenues                                                                              $476,900    $445,302    $916,973   $873,802

Costs and expenses:
   Costs of services                                                                   451,064     420,278     867,731    827,628
   Corporate general and administrative                                                  7,199       8,046      14,026     14,655
   Interest income                                                                        (159)       (641)       (453)    (1,469)
   Interest expense                                                                      8,032      10,526      16,409     20,695
   Amortization of intangibles of acquired companies                                     2,128       3,463       4,429      7,090
   Other                                                                                     6        (680)        (51)      (506)
                                                                                      _________   _________   _________  _________

                 Total costs and expenses                                              468,270     440,992     902,091    868,093

Earnings before income taxes and minority interest                                       8,630       4,310      14,882      5,709
       Provision for income taxes                                                        3,309       1,544       5,735      1,888
                                                                                      _________   _________   _________  _________

Earnings before minority interest                                                        5,321       2,766       9,147      3,821
       Minority interest                                                                   934         635       1,545      1,213
                                                                                      _________   _________   _________  _________

Net earnings                                                                          $  4,387    $  2,131    $  7,602   $  2,608
                                                                                      _________   _________   _________  _________
                                                                                      _________   _________   _________  _________


       Accretion of other redeemable common stock to
           Redemption value                                                                568         437       1,119        861

Common stockholders' share of net earnings                                            $  3,819    $  1,694    $  6,483   $  1,747
                                                                                      _________   _________   _________  _________
                                                                                      _________   _________   _________  _________

Basic earnings per share                                                              $   0.36    $   0.16    $   0.61   $   0.17

Diluted earnings per share                                                            $   0.34    $   0.16    $   0.59   $   0.16

Weighted average number of shares
   outstanding for basic earnings per share                                             10,559      10,495      10,552     10,448

Weighted average number of shares
   outstanding for diluted earnings per share                                           11,106      10,693      11,061     10,663
</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 28,             June 29,
                                                                                     2001                 2000
                                                                                     ____                 ____
<S>                                                                                <C>                  <C>

Cash Flows from Operating Activities:
Common stockholders' share of net earnings                                         $  6,483             $  1,747
Adjustments to reconcile net earnings from operations to net cash
     (used in) provided by operating activities:
    Depreciation and amortization                                                    11,105               12,038
    Accretion of other redeemable common stock to redemption value                    1,119                  861
    Pay-in-kind interest on Subordinated Notes                                            -                3,397
    Other                                                                               440                  181
Changes in current assets and liabilities, net of acquisitions:
   Decrease in current assets except cash and cash equivalents                       11,925               10,760
   Decrease in current liabilities excluding  notes payable and current
     portion of long-term debt                                                      (38,030)             (13,714)
                                                                                   _________            _________

         Cash (used in) provided by operating activities                             (6,958)              15,270

Cash Flows from Investing Activities:
Sale of property and equipment                                                        2,942               10,890
Purchase of property and equipment                                                   (3,348)              (9,893)
Decrease (increase) in investments in unconsolidated affiliates                         556               (1,631)
Other                                                                                   (60)                (368)
                                                                                   _________            _________

         Cash provided by (used in) investing activities                                 90               (1,002)

Cash Flows from Financing Activities:
Payments on indebtedness                                                           (159,250)            (191,981)
Proceeds from debt issuance                                                         159,250              175,568
Payment received on Employee Stock Ownership Trust note                                   -                2,958
Loan to Employee Stock Ownership Trust                                                    -                 (300)
Other                                                                                   142                 (240)
                                                                                   _________            _________

         Cash provided by (used in) financing activities                                142              (13,995)

Net (Decrease) Increase in Cash and Cash Equivalents                                 (6,726)                 273
Cash and Cash Equivalents at Beginning of the Period                                 12,954                5,657
                                                                                   _________            _________

Cash and Cash Equivalents at End of the Period                                     $  6,228             $  5,930
                                                                                   _________            _________
                                                                                   _________            _________

Supplemental Cash Flow Information:
Cash paid for income taxes                                                         $  7,270             $  3,977
                                                                                   _________            _________
                                                                                   _________            _________

Cash paid for interest                                                             $ 17,618             $ 12,137
                                                                                   _________            _________
                                                                                   _________            _________
</TABLE>

The  accompanying  notes  are  an  integral part of these consolidated condensed
financial statements.
<PAGE>
                            DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (In thousands)

                                    UNAUDITED
<TABLE>
<CAPTION>

                                                               Adjustment for                                Accumulated Other
                                                                Redemption                                     Comprehensive
                                     Common      Paid-in       Value Greater                    Treasury           Income
                                      Stock      Surplus       than Par Value      Deficit        Stock            (Loss)
                                      _____      _______       ______________      _______        _____             ____
<S>                                  <C>         <C>           <C>                 <C>          <C>        <C>

Balance, December 28, 2000           $ 476       $134,638      $(245,540)          $(64,835)    $(42,142)             $3

Employee compensation plans
   (option exercises, restricted
    stock plan, incentive bonus)         1             (2)                                           145
Reclassification to redeemable
   common stock                         (3)                      (21,897)
Accretion of other redeemable
   common stock to redemption
   value                                            1,119         (1,119)             (1,119)
Adjustment to fair value of
   derivative financial instrument                                                                                  (500)
Cumulative effect of change in
   accounting principle                                                                                             (100)
Translation adjustment and other                                                                                    (153)
Net earnings                                                                           7,602
                                     _______________________________________________________________________________________________
Balance, June 28, 2001               $ 474       $135,755      $(268,556)          $ (58,352)   $(41,997)          $(750)
                                     _____       ________      __________          __________   _________          ______
                                     _____       ________      __________          __________   _________          ______

</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 28, 2001
                (Dollars in thousands, except per share amounts)
                                    UNAUDITED

Note 1.  Basis of Presentation

      The  Company  has  prepared the unaudited consolidated condensed financial
      statements  included  herein  pursuant to the rules and regulations of the
      Securities  and  Exchange  Commission.  Certain  information  and footnote
      disclosures  normally  included in financial statements prepared in accor-
      dance 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
      latest annual report on Form 10-K. In the opinion of the Company, the  un-
      audited  consolidated  condensed  financial statements included herein re-
      flect  all  adjustments  (consisting of normal recurring adjustments) nec-
      essary 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 reclas-
      sified to conform to the 2001 presentation.

Note 2.  Redeemable Common Stock

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

                                                       Balance at                                       Balance at
                                     Redeemable         June 28,                      Redeemable       December 28,
                       Shares          Value             2001             Shares         Value             2000
                       ______          _____             ____             ______         _____             ____
<S>                    <C>             <C>            <C>              <C>               <C>             <C>

ESOP Shares            3,313,729       $38.50         $127,579         3,313,729         $35.25          $116,809
                       4,211,714       $31.50          132,669         4,190,924         $29.00           121,537
                       _________       ______         ________         _________         ______          ________

                       7,525,443                      $260,248         7,504,653                         $238,346
                                                      ________                                           ________
                                                      ________                                           ________


Other Shares             426,217       $21.36         $  9,104           426,217         $18.73          $  7,984
                      __________                      ________         _________                         ________
                      __________                      ________         _________                         ________
</TABLE>

      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
<PAGE>
      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.

Note 3.  Income Taxes

      The  provisions for income taxes in 2001 and 2000 are based upon estimated
      effective  tax  rates. These rates include the impact of permanent differ-
      ences  between  the  book  basis  of assets and liabilities recognized for
      financial reporting purposes and the basis recognized for tax purposes.

Note 4.  Earnings Per Share

      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.
<TABLE>
<CAPTION>
                                                                                  Three Months Ended       Six Months Ended
                                                                                  __________________       ________________

                                                                                  June 28,   June 29,      June 28,   June 29,
                                                                                   2001       2000           2001       2000
                                                                                   ____       ____           ____       ____
<S>                                                                               <C>        <C>           <C>        <C>

Weighted average shares outstanding for basic EPS                                 10,559     10,495        10,552     10,448
   Effect of dilutive securities:
      Stock options                                                                  547        198           509        215
                                                                                  ______     ______        ______     ______

Weighted average shares outstanding for diluted EPS                               11,106     10,693        11,061     10,663
                                                                                  ______     ______        ______     ______
                                                                                  ______     ______        ______     ______
</TABLE>
Note 5.  Derivative Financial Instruments

     The  Company  adopted  Statement  of Financial Accounting Standards No. 133
     ("FAS 133"),"Accounting for Derivative Instruments and Hedging Activities",
     and  Statement  of  Financial Accounting Standards No. 138,  Accounting for
     Certain  Derivative  Instruments and Certain Hedging Activities - an amend-
     ment of FASB Statement No. 133", on January 1, 2001.   FAS 133 requires the
     transition adjustment, net of the tax effect, resulting from adopting these
     Statements to be reported  in  net income or other comprehensive income, as
     appropriate, as the cumulative effect of a  change in accounting principle.
     Changes  in  the  fair  value  of  derivatives  are recorded each period in
     current  earnings  or  other  comprehensive  income based on the guidelines
     stipulated in FAS 133. The adoption of the standard did not have a material
     impact on the Company's results of operations,  financial condition or cash
     flows,  but  did  reduce  accumulated  other  comprehensive  income by $0.1
     million.  The  adjustments  to  fair  value  of  the derivative instruments
     described below during the first six months of 2001  resulted in a decrease
     in accumulated other comprehensive income of $0.5 million.

     The Company  has a policy to use derivative financial instruments to manage
     its  market  risk  exposures  from  fluctuations  in  interest rates on its
     floating  rate  debt  and  foreign exchange rates as warranted. The Company
     manages  its  exposure  to  this  market risk through the monitoring of its
     available  financing  alternatives including, in certain circumstances, the
     use of derivative financial instruments. The Company has managed
<PAGE>

     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 LIBOR
     indexed  debt  until  February  2002. 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  for  the hedged debt. The Company does not hold or
     issue derivative financial instruments for trading purposes.

Note 6.  Recently Issued Accounting Pronouncements

      In June 2001, the Financial Accounting Standards Board issued FAS No. 141,
      "Business  Combinations"  and  FAS No. 142, "Goodwill and Other Intangible
      Assets."  FAS 141  requires all business combinations initiated after June
      30, 2001  to be accounted for using the purchase method. The provisions of
      FAS  142  eliminate  amortization  of goodwill and identifiable intangible
      assets with indefinite lives and require an impairment assessment at least
      annually  by  applying a fair-value based test. The Company is required to
      adopt  FAS 142 January 1, 2002. The Company anticipates an annual increase
      to  common  stockholders'  share  of  net  earnings  of approximately $3.2
      million,  or  $0.29  per  diluted  share, from the elimination of goodwill
      amortization.  Management  does  not  expect  the  other provisions of the
      statements  to  have  a  material  impact  on  the  Company's  results  of
      operations or financial condition.

Note 7.  Business Segments

     Effective  January 1, 2001,  the  Company  realigned  its  three  Strategic
     Business  Segments into five focused sectors in order to further expand its
     business  in the growing international market and also to segregate out its
     health  information  and  technology  services.  DynCorp Technical Services
     ("DTS")  was divided into DynCorp International LLC ("DI") and DTS. DI will
     handle  all  of  the  Company's  overseas  business,  including information
     technology solutions, and will continue to provide maintenance worldwide to
     support  U.S.  military  aircraft.  DTS  provides  a  myriad of specialized
     technical  services  including aviation services, range technical services,
     base  operations, and logistics support. DynCorp Information and Enterprise
     Technology  ("DI&ET")  was  divided  into  AdvanceMed ("ADVMED") and DI&ET.
     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. DI&ET provides
     a  wide  range  of  information  technology services and other professional
     services  including  network  and  communications  engineering,  government
     operational  outsourcing,  and  security and intelligence programs. DynCorp
     Information  Systems  LLC  ( "DIS" ) offers  a  full  range  of  integrated
     telecommunications  services  and  information  technology solutions in the
     area  of  professional  services, business systems integration, information
     infrastructure  solutions, and information technology  operations  and sup-
     port.

     The  purpose  of these realignments was to provide focus and clarity to the
     Company's  businesses  and enable the Company to better serve its customers
     by  concentrating  and  segregating the international and healthcare infor-
     mation and technology services.  Business  segment information for 2000 has
     been restated to give effect to this change.
<PAGE>
     Revenues,  operating  profit and identifiable assets for the Company's five
     business  segments  for  2001  and  the  comparable  periods  for  2000 are
     presented below:
<TABLE>
<CAPTION>
                                                                                   Three Months Ended          Six Months Ended
                                                                                   __________________          ________________

                                                                                   June 28,    June 29,       June 28,   June 29,
                                                                                     2001        2000           2001       2000
                                                                                     ____        ____           ____       ____
<S>                                                                                <C>         <C>            <C>        <C>

Revenues
________
   DI&ET                                                                           $146,863    $154,224       $287,293   $305,184
   DI                                                                               131,316     108,391        249,884    216,609
   DTS                                                                              125,960     108,068        241,761    209,184
   DIS                                                                               56,699      58,085        107,085    110,878
   ADVMED                                                                            16,062      16,534         30,950     31,947
                                                                                   ________    ________       ________   ________
                                                                                   $476,900    $445,302       $916,973   $873,802
                                                                                   ________    ________       ________   ________
                                                                                   ________    ________       ________   ________

Operating Profit (a)
____________________
   DI&ET                                                                           $  8,041    $  8,321       $ 15,646   $ 15,647
   DI                                                                                 8,454       5,364         15,871     10,609
   DTS                                                                                2,841       4,751          6,720      8,373
   DIS                                                                                4,133       5,124          7,727      8,514
   ADVMED                                                                             1,399         920          1,696      1,906
                                                                                   ________    ________       ________   ________

                                                                                     24,868      24,480         47,660     45,049

 Corporate general and administrative                                                 7,199       8,046         14,026     14,655
 Interest income                                                                       (159)       (641)          (453)    (1,469)
 Interest expense                                                                     8,032      10,526         16,409     20,695
 Goodwill amortization                                                                1,349         937          2,630      1,827
 Amortization of other intangibles of acquired companies                                779       2,526          1,799      5,263
 Minority interest included in operating profit                                        (934)       (635)        (1,545)    (1,213)
 Other miscellaneous                                                                    (28)       (589)           (88)      (418)
                                                                                   _________   _________      _________  _________

 Earnings before income taxes and minority interest                                $  8,630    $  4,310       $ 14,882   $  5,709
                                                                                   ________    _________      _________  ________
                                                                                   ________    _________      _________  ________
</TABLE>

<TABLE>
<CAPTION>

                                                                                       June 28,                    December 28,
                                                                                        2001                          2000
                                                                                        ____                          ____
<S>                                                                                    <C>                         <C>

  Identifiable Assets
  ___________________
     DI&ET                                                                             $ 135,993                    $ 145,733
     DI                                                                                   68,914                       83,040
     DTS                                                                                 116,891                      111,849
     DIS                                                                                 223,995                      230,544
     ADVMED                                                                               28,329                       26,815
     Corporate                                                                            38,110                       46,360
                                                                                       _________                    _________

                                                                                       $ 612,232                    $ 644,341
                                                                                       _________                    _________
                                                                                       _________                    _________
</TABLE>


(a) Defined  as  the excess of revenues over operating expenses and certain non-
operating expenses.
<PAGE>
Note 8.  Recent Developments

     On  April 25, 2001,  the  Company  and its wholly owned subsidiary, DynCorp
     Management  Resources ,  Inc. ("DMR")  signed  an  Agreement  and  Plan  of
     Reorganization  whereby DMR will merge into a subsidiary of TekInsight.Com,
     Inc. ("TekInsight"), a publicly held company. DMR, which is included in the
     DI&ET business segment, is engaged in the business of providing outsourcing
     services  to  state  and local government agencies. DMR revenues were $14.4
     million  and  $13.7 million for the six months ended June 28, 2001 and June
     29, 2000,  respectively,  and operating (loss)/profit of ($0.6) million and
     $0.7 million ,  respectively ,  for  those same periods. These revenues and
     operating  (losses)/profits  are included in the DI&ET amounts noted above.
     The merger  is  contingent upon approval of the transaction by TekInsight's
     stockholders  and  other conditions, including the ability of TekInsight to
     obtain  at  least  $20  million  of  third - party  financing, on terms and
     conditions  acceptable  to  the  Company  to  support the operations of the
     combined  organization.  Closing  is  expected to occur before year-end. As
     merger  consideration, the  Company  would receive approximately 40% of the
     common equity of TekInsight, which will be renamed DynTek, Inc.
<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 for the year ended December 28, 2000.

Results of Operations
_____________________

The Company provides diversified management, technical 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, and Justice, the Drug Enforcement Agency,
the  National  Institutes  of  Health, the National Aeronautics and Space Admin-
istration and various other U.S., state and local government agencies,commercial
clients and foreign governments.  The  following discusses the Company's results
of operations  and  financial  condition for the three and six months ended June
28, 2001 and the comparable periods for 2000.

Revenues and Operating Profit
_____________________________

For the three and six months ended June 28, 2001 revenue increased 7.1% and 4.9%
to  $476.9  million and $917.0 million, respectively, compared to $445.3 million
and $873.8 million for the comparable periods in 2000. Operating profit, defined
as  the  excess of  revenues  over  operating expenses and certain non-operating
expenses ,  increased  1.6%  and  5.8%  to  $24.9  million  and  $47.7  million,
respectively,  compared  to  $24.5  million and $45.0 million for the comparable
periods in 2000.

DynCorp  Information  and  Enterprise  Technology ( "DI&ET" )  reported  revenue
decreases  of  4.7% and 5.9% to $146.9 million and $287.3 million, respectively,
compared  to  $154.2  million  and  $305.2 million for the comparable periods in
2000.  The  decrease  in  revenues  in the second quarter and first half of 2001
compared  to  the  same  periods  in 2000 resulted primarily from the successful
completion  of a subcontract for the Department of Commerce for the 2000 Census.
This  contract  had revenues of $16.3 million and $25.8 million in the three and
six  months  ended  June 29, 2000. Also contributing to the decrease in revenues
was the reduction in work scope on a subcontract providing operations management
to  the  Department  of  Energy  ("DoE")  Hanford location and the completion of
another  DoE  contract  in  the  second  half  of 2000 that provided management,
technical  and  scientific  services.  Offsetting these decreases were increased
revenues  from growth in a joint venture for vaccine technology services for the
Department  of  Defense ,  increased  tasking  on  several  Indefinite  Delivery
Indefinite Quantity ("IDIQ") contracts, a new contract that provides battlefield
simulation  system support services and maintenance for the U.S. Army, and a new
contract  with  the  Department  of  Defense  which provides security background
investigations  that  was  awarded  in  the  second quarter of 2000 and is fully
operational in 2001.

For  the  three months ended June 28, 2001, operating profit for DI&ET decreased
3.4% to $8.0 million compared to $8.3 million for the same prior year period and
remained  constant  at  $15.7 million for the six months ended June 28, 2001 and
June 29, 2000.  The  decrease  in  operating  profit resulted primarily from the
completion of the subcontract for the Department of Commerce for the 2000 Census
and the reduction in work scope on the DoE Hanford location subcontract as noted
above.  In addition,  operating profit was negatively impacted by start-up costs
on a contract providing workstation support for the Commonwealth of Virginia and
by  higher  costs  associated  with  a  contract that provides transportation to
Medicare  patients  in the State of Connecticut. Offsetting these decreases were
improved profitability from the conversion of certain contracts to higher margin
IDIQ  contracts,  profit  on  the  new  battlefield simulation and Department of
Defense  contracts  that  are  noted above, and increased tasking on the vaccine
technology services contract that is also noted above.
<PAGE>
In  the  second  quarter  of  2001,  management was advised that the subcontract
providing  operations  management to the DoE Hanford location will end effective
September  30,  2001.  Revenues  for  this subcontract totaled $48.3 million and
$54.5  million  for  the  six  months  ended  June 28, 2001  and  June 29, 2000,
respectively.  Operating  profits  for this subcontract for the six months ended
June  28 ,  2001  and  June  29 ,  2000  totaled  $1.4 million and $3.3 million,
respectively.

DynCorp  International's  ("DI") second quarter and six month 2001 revenues grew
by  21.2%  and  15.4%  to  $131.3  million  and $249.9 million, respectively, as
compared  to  the  same prior year periods of $108.4 million and $216.6 million.
The increases over the prior year comparable periods were primarily attributable
to  the  phase-in  of  two  new  contracts:  one  which provides maintenance and
logistical  support  to  the U.S. Army and the other which provides maintenance,
storage,  and  security support to the United States Central Command Air Forces,
which  supports  apportioned  combat  forces  deployed  to Southwest Asia. These
contracts  reported combined revenues of $26.8 million and $44.2 million for the
three  and  six months ended June 28, 2001. Other increases in revenues resulted
from  increased  services  on  a  contract  in  support of the government's drug
eradication program.

DI's  operating profit increased to $8.5 million and $15.9 million for the three
and  six  months  ended June 28, 2001, respectively, from $5.4 million and $10.6
million  for  the  comparable  periods  in 2000, an increase of 57.6% and 49.6%,
respectively.  DI's  profit increases resulted from the higher revenues as noted
above.  In  addition, operating profit grew faster than revenues due to improved
profit  margins  in  some  of  its  service areas. These improved profit margins
resulted  in  part  from contract start-up costs in the first six months of 2000
that did not continue in 2001.

DynCorp Technology Services' ("DTS") revenues for the three and six months ended
June  28, 2001, grew 16.6% and 15.6%, respectively, to $126.0 million and $241.8
million,  respectively,  compared  to  $108.1 million and $209.2 million for the
comparable  periods  in 2000.   The increase in the three and six month revenues
compared  to  the  same  periods  in  2000 resulted from continued growth in its
logistics  support and aviation services businesses, primarily from new military
aircraft  maintenance and base operations support contracts at two domestic U.S.
Air  Force  bases. These two new U.S. Air Force base contracts provided combined
revenues  of  $20.0 million and $35.3 million for the three and six months ended
June  28, 2001.  Slightly  offsetting  the  increases in revenue was the sale of
certain  aerospace  research  and  development contracts in the third quarter of
2000.  Revenues  for  the  six  months  ended  June  29, 2000  for the aerospace
contracts  were  $3.6  million.  DTS  expects  future revenue increases from the
completion  of  a phase-in of another new contract with the U.S. Air Force later
this year. This contract provided revenues of $5.3 million for the three and six
months ended June 28, 2001.

Operating  profit  for  DTS  decreased  40.2% and 19.7% to $2.8 million and $6.7
million  for  the  three  and  six  months ended June 28, 2001, compared to $4.8
million and $8.4 million for the comparable prior year periods. The decreases in
the  operating profits were due primarily to higher marketing costs in the first
half  of  2001  compared  to the same prior year periods and the sale of certain
aerospace research and development contracts as noted above. The marketing costs
are  expected to be lower in the second half of 2001. Partially offsetting these
decreases  were  increases  from  the new military aircraft maintenance and base
operations  support  contracts and losses on certain aerospace contracts in 2000
that did not continue in 2001.

DynCorp Information Systems LLC's ("DIS") revenues decreased by 2.4% and 3.4% to
$56.7 million and $107.1 million, respectively, for the second quarter and first
half of 2001 as compared to $58.1 million and $110.9 million the same prior year
periods  in  2000.  DIS'  operating  profit  decreased by 19.3% and 9.2% to $4.1
million  and $7.7 million, respectively, in the second quarter and first half of
2001  from  $5.1  million  and  $8.5 million  in  the  same periods of 2000. The
decrease  in  revenue  and operating profits resulted from several programs that
are  winding  down.  While  DIS has strategies in place to grow existing and new
customers,  current  wins  to  date have not been adequate to replace these lost
revenues and operating profits.

AdvanceMed  ("ADVMED")  reported  revenues of $16.1 million and $31.0 million in
the three and six months ended June 28, 2001, respectively, as compared to $16.5
million  and $31.9  million  in  the same prior year periods. ADVMED's operating
profits  were  $1.4  million  and $1.7 million in the three and six months ended
June 28, 2001, respectively, as compared to $0.9 million and $1.9 million in the
comparable  periods  of 2000. The slight decreases of $0.5 million, or 2.9%, and
$1.0  million ,  or 3.1%, respectively, in revenues for the three and six
<PAGE>
months ended June 28, 2001 and the slight decrease  in operating profits of $0.2
million,  or 11.0%, for the six months ended June 28, 2001 over the same periods
in  2000  were  primarily due to the loss of a contract that provided review and
analysis of military health care facilities' performance. In addition, operating
profit was negatively  impacted  by costs  associated  with the  completion of a
software product. Partially offsetting the lost revenue and operating profit was
the start-up  of  several  task  orders for a contract that provides  review and
analysis of Medicare reimbursement for healthcare providers and also the collec-
tion of an account receivable that was written off in a prior year. The increase
in operating profit of $0.5 million, or 52.1%, for the three months  ended  June
28,  2001 compared to the same period a year ago resulted from the accounts  re-
ceivable  collection  noted above. Management expects that the new Medicare task
orders will offset the lost revenue and  operating profit from the loss  of  th
contract  in  2001  that provided  review and  analysis of  military health care
facilities' performance.

Cost of Services
________________

For  the  three  and six months ended June 28, 2001, cost of services was $451.1
million  and $867.7 million, respectively, compared to $420.3 million and $827.6
million  for  the  comparable  periods  in 2000. Cost of services for the second
quarter  and  first  six  months of 2001 was 94.6% of revenue and was relatively
unchanged compared to 94.4% and 94.7% for the comparable periods in 2000.

Corporate General and Administrative Expense
____________________________________________

Corporate  general  and  administrative expense for the second quarter and first
six months of 2001 was $7.2 million and $14.0 million, respectively, as compared
to $8.0 million and $14.7 million for the comparable periods in 2000.  Corporate
general and administrative expense as a percentage of  revenue  was 1.5% for the
three and six months ended June 28, 2001 and 1.8%  and 1.7% for the same periods
in 2000. The expense decrease relates primarily to higher costs incurred in 2000
for converting DIS to the  Company's  financial  systems, which was completed in
the  fourth  quarter  of  2000.  Management  expects  that corporate general and
administrative  expense will continue to be slightly less than the prior year as
a  result  of the completion of the conversion of DIS to the Company's financial
systems in 2000.

Interest Expense
________________

For  the  three  and  six  months ended June 28, 2001, interest expense was $8.0
million  and  $16.4 million,  respectively,  compared to $10.5 million and $20.7
million  for the comparable periods in 2000. Interest expense as a percentage of
revenue  was 1.7%  and 1.8% for the three and six months ended June 28, 2001, as
compared  to  2.4%  for  both of the comparable periods in 2000. The decrease in
interest expense was attributable to lower average debt levels and lower average
interest  rates  in  the  three  and  six months of 2001 as compared to the same
periods  in  2000.  The average levels of indebtedness were approximately $285.7
million  and  $351.3  million in the six months ended June 28, 2001 and June 29,
2000,  respectively. Also contributing to the decrease in interest expense was a
$0.2  million  refund  of interest expense received in the first quarter of 2001
under the new Internal Revenue Service "interest netting" principles.

Amortization of Intangibles of Acquired Companies
_________________________________________________

Amortization  of  intangibles  of  acquired  companies was $2.1 million and $4.4
million  for  the  second quarter and first six months of 2001, respectively, as
compared to $3.5 million and $7.1 million for the comparable period of 2000. The
decreases  from  2000 of $1.3 million, or 38.6%, and $2.7 million, or 37.5%, for
the three and six month periods, respectively, resulted from intangibles related
to  DIS  contracts  acquired,  which  became  fully amortized early in the first
quarter of 2001.

Income Taxes
____________

The  provisions  for  income  taxes  in  2001  and 2000 are based upon estimated
effective  tax  rates, including the impact of permanent differences between the
book basis of assets and liabilities recognized for financial reporting purposes
and  the  basis  recognized  for  tax  purposes.  The provision for income taxes
increased  by  $1.8  million and
<PAGE>
$3.8  million  for  the  three and six months ended June 28, 2001, respectively,
from the comparable periods in 2000. The increases were  due  to  higher  pretax
income and higher effective tax rates in the second quarter and first six months
of 2001, compared to the same periods in 2000. The Company's effective tax  rate
approximated 43.0% for the three and six months ended June 28, 2001, compared to
42.0% in the comparable periods in 2000.

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 $6.5 billion at June 28, 2001 compared to $6.1 billion
at  December  28, 2000,  a net increase of $0.4 billion. The backlog at June 28,
2001  consisted of $1.8 billion for DI&ET, $2.1 billion for DI, $1.8 billion for
DTS,  $0.6 billion for DIS, and $0.2 billion for ADVMED compared to December 28,
2000  backlog  of  $1.7 billion for DI&ET, $2.2 billion for DI, $1.7 billion for
DTS, $0.4 billion for DIS and $0.1 billion for ADVMED.

Working Capital and Cash Flow
_____________________________

Working  capital, defined as current assets less current liabilities, was $154.5
million  at  June  28,  2001 compared to $142.6 million at December 28, 2000, an
increase  of  $11.9  million,  or 8.3%.  The  ratio of current assets to current
liabilities  at  June  28, 2001 was 1.7 as compared to 1.6 at December 28, 2000.
The  increase  in  working  capital  was  primarily due to decreases in accounts
payable  and  certain  accrued  expenses  offset  partially  by a lower accounts
receivable  balance and $7.5 million of the Senior Secured Credit Agreement Term
A  loans  becoming  current  as of June 28, 2001. During the first half of 2001,
management  continued  to  place emphasis on its receivable collections and cash
management.

Cash  used  in  operations  was $7.0 million in the first six months of 2001, as
compared to cash provided by operations of $15.3 million in the first six months
of 2000,  a  decrease  in  cash provided of $22.2 million. The decrease resulted
primarily from a decrease in accounts payable, partially offset by a decrease in
accounts  receivable.  The  decrease in accounts receivable resulted from higher
customer collections.

Investing activities provided funds of $0.1 million in the six months ended June
28, 2001,  as  compared  to cash used in investing activities of $1.0 million in
the  six  months  ended June 29, 2000. In March 2000, the Company sold an office
building located in Alexandria, Virginia to a third party for $10.5 million, and
simultaneously closed  on  a  lease  of  that  property  from the new owner. The
Company  used  a  portion  of  the  net proceeds to pay off the mortgage for the
property.  Partially  offsetting  the  cash provided from the sale of the office
building  was  cash used for the purchase of other property and equipment in the
first six months of 2000. Management expects purchases of property and equipment
to be lower in 2001 as compared to 2000.

Financing  activities provided funds of $0.1 million during the six months ended
June 28, 2001, as compared to cash used in financing activities of $14.0 million
for  the comparable period in 2000. Financing activities in the first six months
of  2001  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 maturing December 9, 2004.  In the first six months of
2000,  the  Company's  financing activities consisted primarily of the payoff of
the  mortgage  on  the  Alexandria  office building that the Company sold in the
first quarter of 2000. The Company also reduced its outstanding borrowings under
the  Senior  Secured  Credit Agreement Term B loans maturing December 9, 2006 by
$7.6  million  and the Senior Secured Credit Agreement Revolving Credit Facility
by a net of $6.3 million.

Recent Developments
___________________

On  April  25,  2001,  the  Company  and  its  wholly  owned subsidiary, DynCorp
Management  Resources ,  Inc. ("DMR")  signed  an Agreement and Plan of Reorgan-
ization  whereby  DMR  will  merge  into  a  subsidiary  of TekInsight.Com, Inc.
("TekInsight") ,  a  publicly  held company. DMR, which is included in the DI&ET
business  segment,  is engaged in the business of providing outsourcing services
to  state  and  local  government  agencies. DMR revenues were $14.4 million and
$13.7  million  for  the  six  months  ended  June 28, 2001  and  June 29, 2000,
respectively,  and  operating  (loss)/profit of ($0.6) million and $0.7 million,
respectively, for those same periods.
<PAGE>
The  merger  is  contingent  upon  approval  of  the transaction by TekInsight's
stockholders and other conditions, including the ability of TekInsight to obtain
at least $20 million of third-party financing,  on  terms and conditions accept-
able  to  the  Company  to  support the operations of the combined organization.
Closing  is  expected  to  occur  before  year-end. As merger consideration, the
Company  would  receive  approximately  40%  of the common equity of TekInsight,
which will be renamed DynTek, Inc.

Earnings before Interest, Taxes, Depreciation, and Amortization
_______________________________________________________________

Earnings  before  Interest,  Taxes, Depreciation, and Amortization ("EBITDA") as
defined by management, consists of net earnings before income tax provision, 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. 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 calcula-
tion.

The following represents the Company's computation of EBITDA (in thousands):
<TABLE>
<CAPTION>

                                                                                   Three Months Ended         Six Months Ended
                                                                                   __________________         ________________

                                                                                   June 28,   June 29,        June 28,  June 29,
                                                                                     2001       2000            2001      2000
                                                                                     ____       ____            ____      ____
<S>                                                                                <C>        <C>             <C>       <C>
Net earnings                                                                       $ 4,387    $ 2,131         $ 7,602    $ 2,608
   Depreciation and amortization                                                     5,926      6,025          11,105     12,038
   Interest expense, net                                                             7,873      9,885          15,956     19,226
   Income taxes                                                                      3,309      1,544           5,735      1,888
   Amortization of deferred debt expense                                              (887)      (432)         (1,359)      (703)
   Debt issue discount                                                                 (12)       (11)            (23)       (21)
                                                                                   ________   ________        ________   ________

EBITDA                                                                             $ 20,596   $19,142         $39,016    $35,036
                                                                                   ________   ________        ________   ________
                                                                                   ________   ________        ________   ________
</TABLE>

EBITDA  (as defined above)  increased by $1.5 million, or 7.6%, to $20.6 million
for the second quarter of 2001 as compared to the comparable period in 2000. For
the  first  six  months of 2001, EBITDA grew by $4.0 million, or 11.4%, to $39.0
million  as compared to the first six months of 2000. The increases in EBITDA in
the  three  and six month periods in 2001, as compared to the similar periods in
2000, are primarily attributable to higher operating profits as discussed above.

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.
<PAGE>
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
___________________________________________________________________

The  Company  has a policy to use derivative financial instruments to manage its
market  risk  exposures from fluctuations in interest rates on its floating rate
debt  and  foreign exchange rates as warranted. The Company manages its exposure
to  this  market risk through the monitoring of its available financing alterna-
tives  including,  in  certain  circumstances,  the  use of derivative financial
instruments. The Company has 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 LIBOR indexed debt until February  2002.  In   December
2000, the Company entered in 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  for  the  hedged  debt.  The  Company  does not hold or issue
derivative financial instruments for trading purposes.

PART II - OTHER INFORMATION
___________________________

Item 4.  Submission of Matters to a Vote of Security Holders
____________________________________________________________

At  the  annual meeting of stockholders, held on June 18, 2001, at the Company's
headquarters in Reston, Virginia, the stockholders of the Company:

(a)  Elected  the  following individuals to the Board of Directors for the terms
     set forth:
<TABLE>
<CAPTION>

     Director                   Term               Votes Cast For                 Votes Withheld/Against
     ________                   ____               ______________                 ______________________
<S>                          <C>                     <C>                                <C>

     Dan R. Bannister        Three Years             9,538,532                          422,699
     Paul G. Kaminski        Three Years             9,533,137                          428,094
     David L. Reichardt      Three Years             9,549,744                          411,488
</TABLE>
 (b) Ratified  the  appointment  of  Arthur Andersen LLP, public accountants, to
audit  the  consolidated  financial  statements of the Company as of and for the
fiscal  year  ending  December  27,  2001.  There  were  9,482,762 votes for the
appointment, 260,847 votes against, and 217,644 abstentions.

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

(a)  Exhibits

         None filed.

(b)  Reports on Form 8-K

   None filed.
<PAGE>
                                   SIGNATURES


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

                                     DYNCORP




Date:  August 10, 2001
                                /S/ P.C. FitzPatrick
                                __________________________________
                                P.C. FitzPatrick
                                Senior Vice President
                                and Chief Financial Officer



Date:  August 10, 2001
                                /S/ J.J. Fitzgerald
                                __________________________________
                                J.J. Fitzgerald
                                Vice President
                                and Corporate Controller
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