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  July 1, 1999  Commission file number 1-3879
                                ------------                         ------


                                   DynCorp
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                          36-2408747
-------------------------------                           -------------------
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                           Identification No.)


  2000 Edmund Halley Drive, Reston, VA                       20191-3436
 ----------------------------------------                    ----------
 (Address of principal executive offices)                    (Zip Code)


                              (703) 264-0330
              ----------------------------------------------------
              (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. Yes X 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 10, 1999
               -----                        ---------------------------------

Common Stock, $0.10 Par Value                           10,015,000


<PAGE>

                          DYNCORP AND SUBSIDIARIES
                                FORM 10-Q
                    FOR THE QUARTER ENDED JULY 1, 1999

                                 INDEX



                                                                     Page
                                                                     ----

PART I.  FINANCIAL INFORMATION
------------------------------
 Item 1.  Financial Statements

   Consolidated Condensed Balance Sheets at
     July 1, 1999 and December 31, 1998                               3-4

   Consolidated Condensed Statements of Operations for
     Three and Six Months Ended July 1, 1999 and July 2, 1998         5

   Consolidated Condensed Statements of Cash Flows for
     Six Months Ended July 1, 1999 and July 2, 1998                   6

   Consolidated Statement of Stockholders' Equity                     7

   Notes to Consolidated Condensed Financial Statements               8-11

 Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations                       12-17

 Item 3. Quantitative and Qualitative Disclosures About Market Risk  17

PART II.  OTHER INFORMATION
---------------------------
 Item 4. Submission of Matters to a Vote of Security Holders         17

 Item 6. Exhibits and Reports on Form 8-K                            17

   Signatures                                                        18


<PAGE>



                                     PART I. FINANCIAL INFORMATION
                                     -----------------------------
<TABLE>
<CAPTION>
                                        DYNCORP AND SUBSIDIARIES
                                 CONSOLIDATED CONDENSED BALANCE SHEETS
                                   JULY 1, 1999 AND DECEMBER 31, 1998
                                             (In thousands)




                                                                                          July 1,
                                                                                           1999                December 31,
                                                                                         Unaudited                 1998
                                                                                         ---------             ------------
<S>                                                                                   <C>                   <C>
Assets
------
Current Assets:
 Cash and cash equivalents                                                             $    26,606           $     4,088
 Accounts receivable, net                                                                  250,134               257,670
 Inventories of purchased products and supplies,
   at lower of cost (first-in, first-out) or market                                            806                   769
 Other current assets                                                                       20,792                15,775
                                                                                          --------              --------
    Total current assets                                                                   298,338               278,302

Property and Equipment (net of accumulated depreciation
  and amortization of $30,430 in 1999 and $27,538 in 1998)                                  18,807                18,544

Intangible Assets (net of accumulated amortization of
  $51,034 in 1999 and $50,030 in 1998)                                                      61,354                58,796

Other Assets                                                                                34,950                23,596
                                                                                          --------              --------

Total Assets                                                                              $413,449              $379,238
                                                                                          ========              ========

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                         DYNCORP AND SUBSIDIARIES
                                 CONSOLIDATED CONDENSED BALANCE SHEETS
                                  JULY 1, 1999 AND  DECEMBER 31,  1998
                                  (In thousands, except share amounts)


                                                                                          July 1,
                                                                                           1999                December 31,
                                                                                         Unaudited                1998
                                                                                         ---------             ------------
<S>                                                                                      <C>                  <C>
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
 Notes payable and current portion of long-term debt                                     $  26,252             $   8,145
 Accounts payable                                                                           54,040                66,885
 Deferred revenue and customer advances                                                      3,217                 2,542
 Accrued liabilities                                                                       133,821               110,051
                                                                                          --------             ---------
     Total current liabilities                                                             217,330               187,623

Long-Term Debt                                                                             152,098               152,121

Other Liabilities and Deferred Credits                                                      34,976                27,644

Contingencies and Litigation                                                                     -                     -

Temporary Equity:
 Redeemable common stock -
   ESOP shares, 7,239,642 and 7,082,422
     shares issued and outstanding in 1999 and 1998,
     respectively, subject to restrictions                                                 193,272               180,812
   Other, 125,714 shares issued and outstanding in 1998                                          -                 3,049

Stockholders' Equity:
 Common stock, par value ten cents per share, authorized 20,000,000 shares;
   issued 5,019,503 and 4,976,423 shares in 1999 and 1998, respectively                        502                   498
 Paid-in surplus                                                                           127,195               127,216
 Accumulated other comprehensive income                                                         (7)                  (10)
 Reclassification to temporary equity for redemption value
   greater than par value                                                                 (192,549)             (183,140)
 Deficit                                                                                   (71,579)             ( 78,782)
 Common stock held in treasury, at cost; 2,244,146 and
   2,005,728 shares in 1999 and 1998, respectively                                         (41,555)              (35,640)
 Unearned ESOP shares                                                                       (6,234)               (2,153)
                                                                                          ---------             ---------

Total Liabilities and Stockholders' Equity                                                $413,449              $379,238
                                                                                          ========              ========

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

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

                                    UNAUDITED


                                                                Three Months Ended              Six Months Ended
                                                                ------------------              ----------------
                                                                July 1,       July 2,         July 1,       July 2,
                                                                 1999          1998            1999          1998
                                                                -------       -------         -------       -------
<S>                                                           <C>           <C>             <C>           <C>
Revenues                                                       $321,262      $303,602        $633,148      $601,475

Costs and expenses:
 Costs of services                                              303,820       287,927         599,188       571,863
 Corporate general and administrative                             5,674         4,793          11,091        10,061
 Interest income                                                   (261)         (328)         (1,038)         (677)
 Interest expense                                                 4,489         3,855           8,544         7,648
 Other                                                            2,050         1,502           2,285         1,868
                                                                -------       -------         -------       -------
   Total costs and expenses                                     315,772       297,749         620,070       590,763

Earnings before income taxes and minority interest                5,490         5,853          13,078        10,712
 Provision for income taxes                                       1,973         2,130           4,566         3,906
                                                                -------       -------         -------       -------

Earnings before minority interest                                 3,517         3,723           8,512         6,806
 Minority interest                                                  205           528           1,309           947
                                                                -------       -------         -------       -------

Net earnings                                                   $  3,312       $  3,195       $  7,203      $  5,859
                                                               ========       ========       ========      ========

Basic earnings per share                                       $   0.33       $   0.31       $   0.71      $   0.58

Diluted earnings per share                                     $   0.32       $   0.30       $   0.70      $   0.56

Weighted average number of shares
 outstanding for basic earnings per share                        10,062         10,255         10,127        10,135

Weighted average number of shares
 outstanding for diluted earnings per share                      10,317         10,609         10,324        10,537



See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

                                   UNAUDITED
                                                                                     Six Months Ended
                                                                                     ----------------
                                                                                  July 1,          July 2,
                                                                                   1999             1998
                                                                                  -------          -------
<S>                                                                              <C>              <C>
Cash Flows from Operating Activities:
Net earnings                                                                      $ 7,203          $ 5,859
Adjustments to reconcile net earnings from operations to net cash
  provided by (used in) operating activities:
 Depreciation and amortization                                                      4,587            4,142
 Increase in reserves for divested businesses                                       2,000              383
 Proceeds from insurance settlement for asbestos claims                                 -            1,463
 Other                                                                               (848)             (58)
Changes in current assets and liabilities, net of acquisitions:
 Decrease (increase) in current assets except cash and cash equivalents             2,483          (18,895)
 Increase in current liabilities excluding notes payable
  and current portion of long-term debt                                             9,237            4,881
                                                                                   ------           -------
Cash provided by (used in) operating activities                                    24,662           (2,225)

Cash Flows from Investing Activities:
Sale of property and equipment                                                         34              299
Purchase of property and equipment                                                 (2,699)          (2,498)
Assets and liabilities of acquired business                                             -          (10,241)
Increases in investment in unconsolidated affiliates                               (2,415)          (1,054)
Capitalized cost of new financial and human resource systems                       (5,101)          (3,100)
Other                                                                                 (32)            (131)
                                                                                  --------         --------
Cash used in investing activities                                                 (10,213)         (16,725)

Cash Flows from Financing Activities:
Treasury stock purchased                                                           (6,237)          (1,033)
Payment on indebtedness                                                           (97,656)         (18,265)
Proceeds from debt issuance                                                       115,726           20,000
Payment received on Employee Stock Ownership Plan note                              3,665            3,318
Loan to Employee Stock Ownership Plan                                              (7,746)               -
Exercise of stock options                                                             308               11
Other                                                                                   9               12
                                                                                  -------          -------
Cash provided by financing activities                                               8,069            4,043

Net Increase (Decrease) in Cash and Cash Equivalents                               22,518          (14,907)
Cash and Cash Equivalents at Beginning of the Period                                4,088           24,602
                                                                                  -------          -------
Cash and Cash Equivalents at End of the Period                                    $26,606          $ 9,695
                                                                                  =======          =======

Supplemental Cash Flow Information:
Cash paid for income taxes                                                        $ 2,179          $ 4,253
                                                                                  =======          =======
Cash paid for interest                                                            $ 7,144          $ 7,311
                                                                                  =======          =======

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

                                    UNAUDITED

                                                                   Adjustment for                                       Accumulated
                                                                  Redemption Value                          Unearned       Other
                                              Common    Paid-in     Greater than                Treasury     ESOP      Comprehensive
                                              Stock     Surplus       Par Value      Deficit      Stock      Shares        Income
                                              ------    -------  -----------------   -------    --------    --------   -------------
<S>                                           <C>     <C>         <C>              <C>         <C>           <C>          <C>
Balance, December 31, 1998                     $498    $127,216    $(183,140)       $(78,782)   $(35,640)     $(2,153)     $(10)

Employee compensation plans
  (option exercises, restrited
  stock plan, incentive bonus)                   7         (21)                                      322
Treasury stock purchased                                                                          (6,237)
Loans to the Employee Stock Ownership Trust                                                                    (7,746)
Payment received on Employee Stock
  Ownership Trust note                                                                                          3,665
Reclassification to redeemable common stock     (3)                   (9,409)
Translation adjustment                                                                                                        3
Net earnings                                                                           7,203
                                              ----    --------     ----------       ---------   ---------     --------      ----
Balance, July 1, 1999                         $502    $127,195     $(192,549)       $(71,579)   $(41,555)     $(6,234)      $(7)
                                              ====    ========     ==========       =========   =========     ========      ====


See accompanying notes to consolidated condensed financial statements.

</TABLE>


<PAGE>


                            DYNCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JULY 1, 1999

                                    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
      accordance  with  generally  accepted  accounting   principles  have  been
      condensed or omitted pursuant to such rules and regulations,  although the
      Company believes that the disclosures are adequate to make the information
      presented not misleading. It is recommended that these condensed financial
      statements are 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  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 1999
      presentation.

Note 2.  Accounts Receivable and Contracts in Process

      At July 1, 1999 and December 31, 1998,  $107.0  million and $87.9 million,
      respectively, of accounts receivable were restricted as collateral for the
      7.486% Contract Receivable  Collateralized Notes ("Notes").  Additionally,
      $1.5 million of cash was  restricted as  collateral  for the Notes and has
      been included in Other Assets on the accompanying  Consolidated  Condensed
      Balance Sheets at July 1, 1999 and December 31, 1998.

      Accounts  receivable  are net of an allowance for doubtful  accounts of
      $1.4 million at July 1, 1999 and $1.1 million at December 31, 1998.

Note 3.  Redeemable Common Stock

      Common  stock  which is  redeemable  upon the  exercise  of puts under the
      Company's  Employee  Stock  Ownership  Plan ("ESOP") has been reflected as
      Temporary Equity at each balance sheet date and consists of the following:

<TABLE>
<CAPTION>
                                          Balance at                                Balance at
                            Redeemable      July 1,                 Redeemable     December 31,
                  Shares      Value          1999        Shares       Value            1998
                  ------    -----------   -----------    ------     -----------    ------------
<S>            <C>          <C>        <C>             <C>           <C>          <C>
ESOP Shares     3,347,519    $29.25     $   97,915      3,382,340     $27.75       $  93,860
                3,892,123    $24.50         95,357      3,700,082     $23.50          86,952
                ---------               ----------      ---------                  ---------
                7,239,642               $  193,272      7,082,422                  $ 180,812
                =========               ==========      =========                  =========

Other Shares                                              125,714     $24.25       $   3,049
                                                        =========                  =========
</TABLE>

      In accordance with the Employee Retirement Income Security Act regulations
      and the ESOP  documents,  the Company is obligated,  unless the ESOP Trust
      purchases  the shares,  to purchase  distributed  common stock shares from
      ESOP  participants  on retirement or  termination at fair value as long as
      the  Company's  common stock is not publicly  traded.  However,  under the
      Subscription  Agreement with the ESOP 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.

      In conjunction  with the acquisition of Technology  Applications,  Inc. in
      1993, the Company issued put options on 125,714 shares of common stock. On
      January 12, 1999,  the holder  exercised  the put option on these  125,714
      shares of common stock at the applicable price of $24.25 per share.

Note 4.  Employee Stock Ownership Plan

      From time to time, the Company makes  collateralized loans to the Employee
      Stock Ownership Trust  ("ESOT") to purchase  shares and  pay off  expiring
      loans.  During the  first half  of  1999,  the  Company  loaned  the  ESOT
      $7.7 million and the ESOT paid back  to the  Company $3.7  million of  the
      outstanding  loan  balance.  The  unpaid  loan  balance,  reflected  as  a
      reduction  of  stockholders'  equity,  was $6.2 million and  $2.2  million
      at July 1, 1999 and December  31,  1998,  respectively.  The  unpaid  loan
      balances  represented  257,849  and 99,309  shares  at  July 1, 1999,  and
      December 31, 1998, respectively.

Note 5.  Income Taxes

      The provision for income taxes in 1999 and 1998 is based upon an estimated
      annual  effective tax rate.  This rate includes the impact of  differences
      between the book value of assets and liabilities  recognized for financial
      reporting purposes and the basis recognized for tax purposes.

Note 6.  Earnings Per Share

      The following table sets forth the  reconciliation of shares for basic EPS
      to shares for diluted EPS.  Basic EPS is computed by dividing 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 ESOP 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
      warrants and options outstanding, assuming the treasury stock method.

<TABLE>
<CAPTION>

                                                               Three Months Ended          Six Months Ended
                                                               ------------------          ----------------
                                                               July 1,       July 2,       July 1,       July 2,
                                                                 1999          1998          1999          1998
                                                               -------       -------       -------       -------
<S>                                                            <C>           <C>           <C>           <C>
     Weighted average shares outstanding for basic EPS          10,062        10,255        10,127        10,135
        Effect of dilutive securities:
           Warrants                                                  -           169             -           244
           Stock options                                           255           185           197           158
                                                                ------        ------        ------        ------
     Weighted average shares outstanding for diluted EPS        10,317        10,609        10,324        10,537
                                                                ======        ======        ======        ======

</TABLE>


Note 7.  Recently Issued Accounting Pronouncements

      In April 1998,  the American  Institute of  Certified  Public  Accountants
      ("AICPA") issued Statement of Position ("SOP") No. 98-5, "Reporting on the
      Costs of Start-up  Activities,"  which became  effective  for fiscal years
      beginning after December 15, 1998. The statement  provides guidance on the
      financial  reporting of start-up costs and organization costs and requires
      costs of start-up  activities to be expensed as incurred.  The adoption of
      this statement,  effective January 1, 1999, did not have a material impact
      on the Company's financial statements.

     AICPA SOP No. 98-9, "Software Revenue Recognition," was issued in December
     1998. SOP No. 98-9 amends SOP No. 97-2  to  require  recognition   for
     multiple-element  arrangements by means of the "residual method" in certain
     circumstances.  The  provisions of SOP No. 98-9 that extend the deferral of
     certain  passages of SOP No. 97-2 became  effective  December 15, 1998. All
     provisions  are  effective  for  transactions  entered into in fiscal years
     beginning  after  March  15,  1999.   Earlier   application  for  financial
     statements  or  information  that  has not been  issued  is  permitted  and
     retroactive application is prohibited. SOP No. 98-9 is not expected to have
     a material  impact on the Company's  consolidated  results of operations or
     financial position.

      In June 1999, the Financial Accounting  Standards  Board  ("FASB")  issued
      Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 137,  which
      deferred the effective date of SFAS 133.  In June 1998, FASB  issued  SFAS
      No.  133,    "Accounting   for    Derivative   Instruments   and   Hedging
      Activities,"  which is effective  for all fiscal quarters of fiscal  years
      beginning  after June 15,  2000.  SFAS No. 133 establishes accounting  and
      reporting  standards  for  derivative   instruments,   including   certain
      derivative instruments  embedded  in  other  contracts,  and  for  hedging
      activities.   Because  of  the  Company's  minimal  use   of  derivatives,
      the Company  does not expect  that  the  adoption  of  this  new  standard
      will have a  material  impact on its  results of  operations  or financial
      condition.

Note 8.  Business Segments

      Effective  January 1, 1999,  the  Company  realigned  its three  Strategic
     Business Segments into two focused sectors.  The Company's  Information and
     Engineering Technology Unit and most of its Enterprise Management Unit were
     combined to become DynCorp Information and Enterprise Technology. Aerospace
     Technology and the remaining  parts of Enterprise  Management were combined
     to become DynCorp Technical  Services.  The purpose of this realignment was
     to provide  focus and clarity to the  Company's  businesses  and enable the
     Company to better serve its customers by concentrating  technical  services
     and information technology  competencies in individual single business unit
     structures. Business segment information for 1998 has been restated to give
     effect to this change.

     Revenues,  operating profit and  identifiable  assets for the Company's two
     business  segments  for  1999  and the  comparable  periods  for  1998  are
     presented below:

<TABLE>
<CAPTION>
                                                                   Three Months Ended                        Six Months Ended
                                                                   ------------------                        ----------------
                                                                July 1,           July 2,            July 1,            July 2,
                                                                  1999              1998               1999               1998
                                                                -------           -------            -------            -------
<S>                                                           <C>               <C>                  <C>             <C>
     Revenues
     --------
        DynCorp Information and Enterprise Technology          $162,287          $155,714             $317,743        $ 307,513
        DynCorp Technical Services                              158,975           147,888              315,405          293,962
                                                               --------          --------             --------         --------
                                                               $321,262          $303,602             $633,148         $601,475
                                                              =========          ========             ========         ========

     Operating Profit (a)
     ----------------
        DynCorp Information and Enterprise Technology            $9,429            $7,082             $ 18,398         $ 15,020
        DynCorp Technical Services                                7,649             7,117               14,609           12,678
                                                               --------          --------            ---------         --------
                                                                 17,078            14,199               33,007           27,698

      Corporate general and administrative                        5,674             4,793               11,091           10,061
      Interest income                                             (261)             (328)              (1,038)            (677)
      Interest expense                                            4,489             3,855                8,544            7,648
      Goodwill amortization                                         393               394                  786              784
      Minority interest included in operating profit               (205)             (528)              (1,309)            (947)
      Amortization of intangibles of acquired companies             365               184                  749              512
      Other miscellaneous                                         1,133               (24)               1,106             (395)
                                                                 ------            -------            --------         ---------
      Earnings before income taxes and minority interest         $5,490            $5,853             $ 13,078         $ 10,712
                                                                 ======            ======             ========         =========
</TABLE>

<TABLE>
<CAPTION>

                                                                July 1,                            December 31,
                                                                  1999                                 1998
                                                                -------                            ------------
<S>                                                           <C>                                    <C>
       Identifiable Assets
       -------------------
          DynCorp Information and Enterprise Technology        $187,445                               $193,094
          DynCorp Technical Services                            149,011                                141,514
          Corporate                                              76,993                                 44,630
                                                               --------                               --------
                                                               $413,449                               $379,238
                                                               ========                               ========

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

</TABLE>

<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 31, 1998.

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
Department of Defense,  the Department of Energy, NASA, the Department of State,
the  Department  of Justice 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 July 1, 1999 and the comparable periods for 1998.

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

For the three and six months ended July 1, 1999, revenue increased 5.8% and 5.3%
to $321.3 million and $633.1 million,  respectively,  compared to $303.6 million
and $601.5 million for the comparable periods in 1998. Operating profit, defined
as the excess of revenues  over  operating  expenses  and certain  non-operating
expenses,  increased  20.3%  and  19.2%  to $17.1  million  and  $33.0  million,
respectively,  compared to $14.2  million and $27.7  million for the  comparable
periods in 1998.

DynCorp  Information and Enterprise  Technology  reported revenue growth of 4.2%
and 3.3% to $162.3 million and $317.7 million, respectively,  compared to $155.7
million  and $307.5  million  for the  comparable  periods in 1998.  The revenue
increases were primarily due to the start-up of a contract with the U.S.  Postal
Service,  which was awarded in 1998 but became  operational  in 1999,  increased
tasking on  indefinite  delivery/indefinite  quantity  ("IDIQ")  contracts,  and
growth in a contract with the Department of Justice.  Also  contributing  to the
revenue  increases were higher volume of state and local contract  business, two
award fees received which were greater than accrued (expected), growth in health
information technology services, and new business with the customer at the Norco
location.  Partially  offsetting  these  increases  in  revenue  was the loss in
recompetition  of  significant  portions  of the  work  scope  of an  enterprise
contract at the DoE Rocky Flats  location.  In the second quarter and first half
of 1998, Rocky Flats' revenue was $20.8 million and $46.1 million, respectively.

DynCorp  Information  and Enterprise  Technology had a contract with the Federal
Occupational  Health  terminated in the second  quarter for  convenience  of the
customer.  Revenue for this  contract for the three and six months ended July 1,
1999, was $1.7 million and $3.3 million, respectively,  compared to $1.6 million
and  $3.3  million  for the  same  periods  in  1998.  Currently  management  is
negotiating a possible extension of this contract for one year.

DynCorp Information and Enterprise Technology has two contracts that will end in
the third  quarter of 1999.  Option years on a subcontract  for the U.S.  Postal
Service  were not  exercised  due to the lack of  funding.  A contract  with the
Department of Justice was lost in recompetition. Revenue for these two contracts
was $16.9  million and $40.8  million for the three and six months ended July 1,
1999,  respectively,  compared to $16.7 and $29.3 for the comparable  periods in
1998.

For the three and six months  ended July 1, 1999,  operating  profit for DynCorp
Information and Enterprise  Technology increased 33.1% and 22.5% to $9.4 million
and $18.4 million, respectively,  compared to $7.1 million and $15.0 million for
the comparable  prior year periods.  The increase in operating  profit  resulted
from the start-up of the contract with the U.S. Postal Service, volume increases
on contracts  with the  Department  of Justice,  and improved  profitability  on
previously  awarded  IDIQ  contracts.  Also  contributing  to  the  increase  in
operating  profit  were the  receipts of award fees on two  contracts  that were
greater  than  accrued  (expected),  and the fact  that  1998  operating  profit
reflected  losses on several  contracts  that did not  continue  in 1999.  These
increased  profits more than offset the decrease in profits from the loss of the
enterprise contract at the Rocky Flats location.

DynCorp Technology Services' revenues for the three and six months ended July 1,
1999,  grew 7.5% and 7.3%,  respectively,  to $159.0 million and $315.4 million,
respectively,  compared to $147.9  million and $294.0 million for the comparable
periods in 1998. The revenue increase was primarily due to a contract  providing
technical and support  services for the United States Air Force at Columbus AFB,
which became fully operational in the fourth quarter of 1998.  Increased tasking
on a State Department  contract providing support services related to the Kosovo
conflict,  increased  services  at  Qatar,  and  increases  in the  purchase  of
reimbursable  materials for the customer at Fort Rucker also  contributed to the
second quarter and first half revenue growth.  Slightly offsetting these revenue
increases were lower tasking on certain base operations support contracts.

Operating  profit for DynCorp  Technology  Services  increased 7.5% and 15.2% to
$7.6 million and $14.6  million for the three and six months ended July 1, 1999,
compared  to $7.1  million  and $12.7  million  for the  comparable  prior  year
periods.  The increase in operating  profit for the second quarter 1999 compared
to the second  quarter  1998 was due mostly to the  absence of bid and  proposal
costs related to the Fort Rucker recompetition, which was awarded to the Company
in  December  1998,  and other  one-time  expenses.  The  increase  in six month
operating  profit,  compared  to the  same  period  in 1998,  resulted  from the
aforementioned   increased  tasking  on  the  State  Department  contract,  more
favorable  pricing  included in a new contract  awarded in the fourth quarter of
1998 with the customer at Fort Rucker,  the contract  with the United States Air
Force at Columbus  AFB, and lower bid and proposal  costs.  Slightly  offsetting
these increases were operating losses on certain residual security contracts.

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

Cost of  services  for the  second  quarter  and six months of 1999 was 94.6% of
revenue  as  compared  to 94.8% and 95.1% for the  comparable  periods  in 1998.
Improved pricing on several  contracts, the shift to more profitable businesses,
and higher profit  margins on some existing  contracts  all  contributed  to the
improvement in cost of services percentage.

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

Corporate  general and  administrative  expense  for the second  quarter and six
months of 1999 were $5.7 million and $11.1 million, respectively, as compared to
$4.8 million and $10.1 million for the  comparable  periods in 1998, an increase
of $.9 million and $1.0 million,  respectively.  The increase in second  quarter
and six months corporate general and  administrative  expense primarily resulted
from the Company's  implementation  of new financial and human resource software
packages, as described below under Year 2000.

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

For the three and six  months  ended  July 1, 1999,  interest  expense  was $4.5
million  and $8.5  million,  respectively,  compared  to $3.9  million  and $7.6
million for the  comparable  periods in 1998.  The increase in interest  expense
resulted from an increase in debt borrowings. Also contributing to the three and
six months increase in interest expense was an arbitration  award to a plaintiff
on a contract dispute related to a discontinued operation.

Other Expense
-------------

Other expense was $2.1 million and $2.3 million, respectively, for the three and
six months ended July 1, 1999 compared to $1.5 million and $1.9 million for  the
comparable periods of 1998. The increase in three and six months  other  expense
compared to the  comparable  periods  in  1998  resulted  mostly  from  expenses
associated with an arbitration award  to  a  plaintiff  on  a  contract  dispute
related to a discontinued operation.

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

The  provision  for  income  taxes in 1999 and 1998 is based  upon an  estimated
annual effective tax rate,  including the impact of differences between the book
value of assets and liabilities  recognized for financial reporting purposes and
the basis recognized for tax purposes.  The provision for income taxes decreased
by $0.1 million to $2.0 million for the three months ended July 1, 1999 compared
to $2.1 million in the comparable  period in 1998. The decrease was due to lower
pretax income in 1999 offset by a slightly lower effective tax rate in 1998. For
the six months ended July1,  1999,  the provision for income taxes  increased by
$0.7 million to $4.6 million  compared to $3.9 million in the comparable  period
in  1998.  The  increase  was due to  higher  pretax  earnings  in 1999 and by a
slightly  lower  effective tax rate in 1998.  The  Company's  effective tax rate
approximated 38.8% for the three and six months ended July 1, 1999.

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 $3.9 billion at July 1, 1999 compared to $4.1 billion
at December 31, 1998, a net decrease of $0.2 billion.  The  backlog  at  July 1,
1999 consisted of $2.0 billion for DynCorp Technical  Services and $1.9  billion
for DynCorp Information and Enterprise Technology  compared to December 31, 1998
backlog of $2.0  billion for DynCorp  Technical  Services  and $2.1  billion for
DynCorp  Information  and  Enterprise  Technology.  The Company has been awarded
significant  IDIQ contracts with GSA and NASA to provide  comprehensive  desktop
computer,  server and intra-center  communication support. The Company's backlog
at July 1, 1999  does not  include  any  significant  value for these  contracts
because the Company cannot  reasonably  estimate the future  revenues from these
contracts.

Working Capital and Cash Flow
-----------------------------

Working capital,  defined as current assets less current liabilities,  was $81.0
million at July 1, 1999  compared  to $90.7  million at  December  31,  1998,  a
decrease  of $9.7  million.  This  decrease  was  primarily  the  result  of the
additional  borrowings against the Contract  Receivable  Collateralized  Class B
Variable Rate Note.

Cash  provided by  operations  was $24.7  million in the six months of 1999,  as
compared to $2.2 million cash used in  operations  in the six months of 1998, an
increase in cash provided of $26.9 million.  The increase  resulted  mostly from
the absence of an increase in accounts receivable similar to that of 1998, which
was caused by increased  revenues and start-up of new contracts,  and higher net
earnings and payable balances in 1999.

Investing activities used funds of $10.2 million in the six months ended July 1,
1999, principally for the purchase of property and equipment and the capitalized
cost of new software for internal use as part of the  Company's  Year 2000 plan.
The Company has  capitalized  $10.8 million of internal use  software,  of which
$5.1  million was  capitalized  during the first half of 1999,  and  anticipates
capitalizing another $0.5 million over the next six months. During the first six
months of 1998, investing activities used funds of $16.7 million principally for
the  acquisition of FMAS, a medical  outcome  measurement  and data  abstraction
services  company  acquired  in February  1998,  the  purchase  of property  and
equipment,  and the  purchase of new  software  for  internal use as part of the
Company's Year 2000 plan.

Financing  activities  provided  funds of $8.1 million in the six months of 1999
which  consisted   primarily  of  additional   borrowing  against  the  Contract
Receivable  Collateralized  Class B Variable Rate Note as described  above.  The
proceeds were used to make a loan to the Employee Stock Ownership Trust, to fund
the  Company's  purchase  of  common  stock  from  ESOP  participants  and other
investors,  and to finance working capital needs. During the six months of 1998,
financing  activities provided funds of $4.0 million. The Company borrowed $20.0
million and repaid $18.3 million of the Contract Receivable Collateralized Class
B Variable  Rate Notes,  which was used  primarily  to finance  working  capital
needs.

The  Company  expects  to  acquire  additional  shares  of its  stock  from ESOP
participants'  stock puts and other investors  during the remainder of the year.
The level of stock  purchases will be dependent on the number of puts exercised,
the amount of excess sellers versus  buyers,  if any, in the Company's  internal
market, and limitations on stock repurchases in the Company's debt agreements.

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

<TABLE>
<CAPTION>
                                                                       Three Months Ended              Six Months Ended
                                                                       ------------------              ----------------
                                                                   July 1,          July 2,       July 1,            July 2,
                                                                    1999             1998          1999               1998
                                                                   -------          -------       -------            -------
<S>                                                                <C>              <C>           <C>                <C>
Net earnings                                                        $3,312           $3,195        $7,203             $5,859
   Depreciation and amortization                                     2,277            2,054         4,587              4,142
   Interest expense, net                                             4,228            3,527         7,506              6,971
   Income taxes                                                      1,973            2,130         4,566              3,906
   Amortization of deferred debt  expense                            (180)            (180)         (366)              (357)
   Debt issue discount                                                 (9)              (9)          (18)               (18)
                                                                   -------          -------       -------            -------
EBITDA                                                             $11,601          $10,717       $23,478            $20,503
                                                                   =======          =======       =======            =======
</TABLE>

Year 2000 Readiness Disclosure
------------------------------

The "Year 2000" issue ("Y2K")  concerns the inability of some computer  software
and hardware to accommodate "00"  appropriately in the two digit data field used
to identify the year.  The  principal Y2K risk to the Company would come from an
extended  failure of one or more of its core systems  (financial,  payroll,  and
human resources).

Replacement of the Company's core financial, human resources and payroll systems
software was  initiated  following a Year 2000  analysis  conducted in 1997 that
found these  programs to be  non-compliant  for the  millennium  date  rollover.
Deployment of a new human resources and payroll system was launched and has been
completed.  Due to the large  number of  conversions  and the  demands  on field
organizations,  the  financial  systems  implementation  is  now  scheduled  for
completion in the second  quarter of 2000. A  contingency  plan was activated to
install an updated compliant version of the Company's current financial software
package  in all  locations  where  conversion  to the  new  Enterprise  Resource
Planning  package is not assured prior to 2000. This  contingency  effort is now
53% complete with full completion  expected in October 1999. Total  expenditures
for the Y2K effort were $15.8 million as of July 1, 1999, of which $10.8 million
represented  capitalized  software  costs.  The Company  anticipates  additional
capitalized software costs of $0.5 million for the remainder of 1999.

The  core  systems   assessment   included  contact  in  1998  with  third-party
telecommunications,  employee  benefits,  insurance,  and other  providers.  The
initial letters  obtained from these providers  generally  stated that they were
working  the Y2K  problem.  In June 1999,  follow-up  contact was  initiated  to
ascertain progress by these providers.

A Year 2000  Program  Management  Plan was  developed  and a Y2K Project  Office
launched in mid-1998 to address other Y2K compliance  issues. A  multifunctional
task group is overseeing  assessment and  remediation or replacement  efforts in
the areas of core systems, network and office automation,  and field information
and  non-information  systems.  No  problems  have been  identified  that  would
materially affect the Company's ability to perform on its significant contracts.
These  assessments  include  third-party  service providers and other vendors on
whom a given contract might depend.

One area of  possible  vulnerability  is the payment  capability  of the various
government  payment  offices  receiving  and  processing  invoices  from a given
contract site. A letter  received in December 1998 from the Defense  Finance and
Accounting Service ("DFAS") office in Arlington, Virginia stated that 77% of the
payment offices are Y2K compliant,  with 100%  compliance  expected by March 31,
1999. A recent check of the DFAS web site  indicated  that September 25, 1999 is
the target date for full  compliance for all DoD payment systems and contingency
plans are being  developed  to assure that Y2K does not  adversely  affect DFAS'
ability to make payments.

Another  assessment  being pursued by contract sites is on  government-furnished
equipment  ("GFE").  If GFE is critical to  performance on a contract and is not
compliant,  a failure could affect contract  performance.  While this may not be
material to the Company as a whole,  individual  contracts are addressing  these
potential  areas of risk with  customers.  No problems have been identified that
would  materially  affect the  Company's  ability to perform on its  significant
contracts.  By way of prudence,  contract  managers are considering  alternative
work  methods  in  the  event  of a  short-term  interruption  of  GFE  service,
facilities or contracted vendor operations.

An employee  awareness program was initiated in mid-1998 to inform employees and
managers of the  potential  for Y2K  problems.  In addition to creating  general
awareness,  this program is intended to address "home grown"  office  automation
systems  and  stand-alone  PCs.  None of these  types of systems  is  considered
mission critical to the Company as a whole.

Infrastructure  items  that may have Y2K  compliance  problems  such as  desktop
workstations,  network components, and servers, are being systematically tested,
repaired or  replaced.  The annual  expenditures  for these  components  are not
significantly  above  levels  that  can be  expected  in the  normal  course  of
business,   given  our  normal  infrastructure   replacement  plan  and  budget.
Depreciation and  amortization  expenses for the  resystemization  and for these
infrastructure components are allowable costs under government contracts.

Recommended  clauses for contracts and purchases have been adopted and are being
used to protect the Company from inappropriate litigation.

In summary, the primary Y2K vulnerability for the Company is possible failure of
core systems.  The resystemization  effort is a top priority within the Company,
with  dedicated   teams  and  incentive  plans  for  retaining  these  employees
throughout the project.  Contingency  plans are being executed where delays have
been experienced.  Millennium Coordinators are overseeing the Y2K effort in each
business area,  and a  multi-functional  team of  executives,  headed by the Y2K
Program Manager and chaired by the Corporate Chief Information Officer,  acts as
a Y2K  steering  committee.  Assessments  at  the  contract  level  are  largely
complete,  and  preliminary  impact analyses  results  indicate little cause for
concern for the Company overall.  Nevertheless,  appropriate "what-if" scenarios
are being  considered,  information  systems staff  readiness for the millennium
rollover is being evaluated, and contingency planning has been launched.

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

This  Form 10-Q  contains  statements  which,  to the  extent  that they are not
recitations of historical fact, constitute "forward-looking statements" that are
based on management's  expectations,  estimates,  projections  and  assumptions.
Words  such  as  "expects,"  "anticipates,"  "plans,"  "believes,"  "estimates,"
variations of such words and similar  expressions  are intended to identify such
forward-looking  statements that include, but are not limited to, projections of
future  performance,  assessment  of  contingent  liabilities  and  expectations
concerning  liquidity,  cash  flow and  contract  awards.  Such  forward-looking
statements  are  made  pursuant  to the safe  harbor  provision  of the  Private
Securities Litigation Reform Act of 1995. These statements are not guarantees of
future  performance  and  involve  certain  risks  and  uncertainties  that  are
difficult to predict.  Therefore,  actual  future  results and trends may differ
materially from what is forecast in forward-looking  statements due to a variety
of factors, including the Company's successful execution of internal performance
plans;  the outcome of  litigation  in  process;  labor  negotiations;  changing
priorities or reductions in the U.S.  Government defense budget; and termination
of government contracts due to unilateral government action.

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

The  Company  has  limited  exposure  to  market  risk due to the  nature of its
financial   instruments.   The  Company's  only  use  of  derivative   financial
instruments  is to manage its  exposure to  fluctuations  in interest  rates and
foreign exchange rates. The Company does not hold or issue derivative  financial
instruments  for  trading  or other  speculative  purposes.  There  have been no
material changes in market risk to which the Company is exposed since the end of
the Company's preceding fiscal year.

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

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

At the annual meeting of  stockholders,  held on July 28, 1999, 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:

     Director                 Term       Votes Cast For  Votes Withheld/Against
     --------                 ----       --------------  ----------------------
     Russell E. Dougherty     One year      8,990,408           664,379
     H. Brian Thompson        Three year    9,037,627           617,120
     Herbert S. Winokur, Jr.  Three year    9,007,893           646,894

(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  30,  1999.  There were  9,099,570  votes for the
appointment, 265,399 votes against, and 289,819 abstentions.

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

(a)  Exhibits

         10.2  Management  Incentive  Plan,  as amended  (filed  herewith)
         10.3  Executive Incentive Plan, as amended (filed herewith)
         10.10  1999 Long-Term Incentive Stock Plan (filed herewith)

(b)  Reports on Form 8-K

   None filed.







                                   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



                                          /s/ P. C. FitzPatrick
Date:  August 13, 1999                    --------------------
                                          P.C. FitzPatrick
                                          Senior Vice President
                                          and Chief Financial Officer



Date:  August 13, 1999

                                          /s/ J. J. Fitzgerald
                                          --------------------
                                          J. J. Fitzgerald
                                          Vice President
                                          and Corporate Controller