FORM 10-Q/A

                       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 March 28, 2002      Commission file number 1-3879

                                     DynCorp

             (Exact name of registrant as specified in its charter)

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

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

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


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

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

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

          Class                                   Outstanding as of May 2, 2002
          -----                                   -----------------------------
Common Stock, $0.10 par value                               10,552,119






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



                            DYNCORP AND SUBSIDIARIES
                                   FORM 10-Q/A
                      FOR THE QUARTER ENDED MARCH 28, 2002
                             (Revised - See Note 2)
                                      INDEX


                                                                         Page
                                                                         ----

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

 Item 1.  Financial Statements

  Consolidated Condensed Balance Sheets at
     March 28, 2002 and December 27, 2001                                 3-4

  Consolidated Condensed Statements of Operations for
     Three Months Ended March 28, 2002 and March 29, 2001                 5

  Consolidated Condensed Statements of Cash Flows for
     Three Months Ended March 28, 2002 and March 29, 2001                 6

  Consolidated Statement of Stockholders' Equity for
     Three Months Ended March 28, 2002                                    7

  Notes to Consolidated Condensed Financial Statements                    8-14

  Item 2.  Management's Discussion and Analysis of Financial Condition
     and Results of Operations                                            15-23

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk     23-24

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

  Item 1.  Legal proceedings                                              24-26

  Item 6.  Exhibits and Reports on Form 8-K                               26

  Signatures                                                              27

  Certification of the Chief Executive Officer                            28

  Certification of the Chief Financial Officer                            29

<PAGE>



                          PART I. FINANCIAL INFORMATION

                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      MARCH 28, 2002 AND DECEMBER 27, 2001
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                    March 28,
                                                                                      2002
                                                                                    UNAUDITED
                                                                                    (Revised-             December 27,
                                                                                    See Note 2)              2001
                                                                                    -----------              ----
<S>                                                                                <C>                    <C>

Assets
------
Current Assets:
 Cash and cash equivalents                                                           $ 32,105               $ 15,078
 Accounts receivable (net of allowance for doubtful accounts
   of $7,188 in 2002 and $6,637 in 2001)                                              323,724                345,358
 Other current assets                                                                  53,739                 37,933
                                                                                     --------               --------
   Total current assets                                                               409,568                398,369

Property and Equipment (net of accumulated depreciation
 and amortization of $27,667 in 2002 and $26,599 in 2001)                              21,130                 20,959

Goodwill                                                                              107,814                103,185

Intangible Assets (net of accumulated amortization of
 $24,309 in 2002 and $24,454 in 2001)                                                  20,835                 27,240

Other Assets                                                                           47,950                 48,687
                                                                                     --------               ---------
Total Assets                                                                         $607,297               $598,440
</TABLE>

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

<PAGE>


                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      MARCH 28, 2002 AND DECEMBER 27, 2001
                      (In thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                                     March 28,
                                                                                       2002
                                                                                     UNAUDITED
                                                                                     (Revised-               December 27,
                                                                                     See Note 2)                2001
                                                                                     -----------                ----
<S>                                                                                  <C>                     <C>
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
 Notes payable and current portion of long-term debt                                   $ 25,124                $ 20,123
 Accounts payable                                                                        26,313                  19,420
 Deferred revenue and customer advances                                                   6,230                   6,195
 Accrued liabilities                                                                    199,946                 207,961
                                                                                        -------                 -------
     Total current liabilities                                                          257,613                 253,699

Long-Term Debt                                                                          258,386                 264,482

Other Liabilities and Deferred Credits                                                   51,190                  44,768

Contingencies and Litigation                                                                  -                       -

Temporary Equity:
 Redeemable common stock at redemption value-
   ESOP shares, 7,107,858 and 7,142,510
     shares issued and outstanding in 2002 and 2001,
     respectively, subject to restrictions                                              335,428                 326,368
   Other redeemable common stock, 286,217 shares issued
     and outstanding in 2002 and 2001                                                     7,448                   6,967

Stockholders' Equity:
 Common stock, par value ten cents per share, authorized
   20,000,000 shares; issued 5,331,216 and 5,296,146 shares
   in 2002 and 2001, respectively                                                           535                     530
 Paid-in surplus                                                                        137,427                 138,052
 Accumulated other comprehensive loss                                                      (833)                 (1,081)
 Reclassification to temporary equity for redemption value
   greater than par value                                                              (342,141)               (332,596)
 Deficit                                                                                (55,316)                (59,681)
 Common stock held in treasury, at cost; 2,180,442 and
   2,196,853 shares in 2002 and 2001, respectively                                      (42,440)                (43,068)
                                                                                       ---------               ---------
Total Liabilities and Stockholders' Equity                                             $607,297                $598,440
                                                                                       =========               =========
</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
                                                                ------------------
                                                              March 28,           March 29,
                                                            2002 (Revised       2001 (Revised
                                                            - See Note 2)        - See Note 2)
                                                            -------------        -------------
<S>                                                         <C>                   <C>
Revenues                                                       $542,341            $438,979

Costs and expenses:
   Costs of services                                            515,182             415,258
   Corporate general and administrative                           7,617               6,827
   Interest income                                                 (68)               (293)
   Interest expense                                               7,192               8,377
   Amortization of intangibles of acquired companies                519               1,911
   Other income, net of miscellaneous other expenses              1,793                (58)
                                                               --------            --------
         Total costs and expenses                               532,235             432,022

Earnings before income taxes and minority interest               10,106               6,957
       Provision for income taxes                                 3,073               2,787
                                                               --------            --------

Earnings before minority interest                                 7,033               4,170
       Minority interest                                          2,187                 476
                                                               --------            --------

Net earnings                                                   $  4,846            $  3,694
                                                               ========            ========

       Accretion of other redeemable common stock
         to redemption value                                        481                 551

Common stockholders' share of net earnings                     $  4,365            $  3,143
                                                               ========            ========

Basic earnings per share                                       $   0.41            $   0.30

Diluted earnings per share                                     $   0.38            $   0.29

Weighted average number of shares
   outstanding for basic earnings per share                      10,645              10,545

Weighted average number of shares
   outstanding for diluted earnings per share                    11,510              11,025

</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>

                                                                                        Three Months Ended
                                                                                        ------------------
                                                                                  March 28,               March 29,
                                                                               2002 (Revised            2001 (Revised
                                                                               - See Note 2)            - See Note 2)
                                                                               -------------            -------------
<S>                                                                            <C>                      <C>
Cash Flows from Operating Activities:
Common stockholders' share of net earnings                                        $ 4,365                 $   3,143
Adjustments to reconcile common stockholders' share of net earnings to
  net cash provided by (used in) operating activities:
    Depreciation and amortization                                                   4,883                     4,787
    Accretion of other redeemable common stock to redemption value                    481                       551
    Gain on sale of assets of DynServices.com                                       (130)                         -
    Deferred income taxes                                                             575                       121
    Equity in net losses of unconsolidated investment                               1,920                         -
    Change in minority interest                                                     2,185                       100
    Other                                                                             667                       214
Changes in current assets and liabilities, net of acquisitions and
   dispositions:
    Decrease in current and certain other assets except cash and cash
     equivalents                                                                    5,783                    16,608
   Decrease in current and certain other liabilities excluding notes
    payable and current portion of long-term debt                                     (22)                 (28,665)
                                                                                  --------                ---------
         Cash provided by (used in) operating activities                           20,707                   (3,141)
                                                                                  --------                ---------

Cash Flows from Investing Activities:
Sale of property and equipment                                                        172                     2,640
Purchase of property and equipment                                                (2,371)                   (1,487)
(Increase) decrease in investments in unconsolidated affiliates                     (553)                       768
Dividends paid to joint venture partners                                            (393)                     (154)
Proceeds from the sale of assets of DynServices.com                                   400                         -
Other                                                                                 317                     (105)
                                                                                  --------                ---------
         Cash (used in) provided by investing activities                          (2,428)                     1,662
                                                                                  --------                ---------

Cash Flows from Financing Activities:
Payments on indebtedness                                                         (56,902)                  (54,400)
Proceeds from debt issuance                                                        55,650                    54,400
Other                                                                                   -                     (411)
                                                                                  --------                ---------
         Cash used in financing activities                                        (1,252)                     (411)
                                                                                  --------                ---------

Net Increase (Decrease) in Cash and Cash Equivalents                               17,027                   (1,890)
Cash and Cash Equivalents at Beginning of the Period                               15,078                    12,954
                                                                                  --------                ---------
Cash and Cash Equivalents at End of the Period                                    $32,105                 $  11,064
                                                                                  ========                =========

Supplemental Cash Flow Information:
Cash paid for income taxes                                                        $ 1,011                 $   6,735
                                                                                  ========                =========
Cash paid for interest                                                            $ 7,305                 $   9,435
</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>

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

Employee compensation plans
   (option exercises, restricted
    stock plan, incentive bonus)          1        (1,106)                                          628
Reclassification to redeemable
    common stock                          4                         (9,064)
Accretion of other redeemable
 common stock to redemption
 value                                                481             (481)           (481)
Adjustment to fair value of
 derivative financial instrument                                                                                   205
Translation adjustment and other                                                                                    43
Net earnings (Revised-See                                                            4,846
   Note 2)
                                       ------------------------------------------------------------------------------------
Balance, March 28, 2002                $535      $137,427        $(342,141)       $(55,316)    $(42,440)       $  (833)
                                       ====      ========        ==========       =========    =========       ========
(Revised - See Note 2)
</TABLE>


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

<PAGE>




                            DYNCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 28, 2002
                (Dollars in thousands, except per share amounts)
                                    UNAUDITED

Note 1.  Basis of Presentation and Significant Accounting Policies

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

     Contract Accounting (Revised - See Note 2)

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

     Disputes  arise in the normal course of the Company's  business on projects
     where the Company is  contesting  with  customers  for  collection of funds
     because of events such as delays,  changes in contract  specifications  and
     questions  of  cost  allowability  or  collectibility.  Such  disputes  are
     recorded at the lesser of their  estimated net  realizable  value or actual
     costs incurred,  and only when  realization is probable and can be reliably
     estimated.  Claims  against  the  Company  are  recognized  where  loss  is
     considered  probable and reasonably  determinable in amount.  Because there
     are estimates and judgments involved, the actual results could be different
     from those estimates. Accounts receivable balances related to such disputed
     items  were   immaterial   at  March  28,  2002  and   December  27,  2001.

<PAGE>


     Comprehensive Income

     For the three months ended March 28, 2002, total  comprehensive  income was
     $5.1  million  and  includes,  in  addition  to net  earnings,  translation
     adjustment and other of $0.04 million,  and the adjustment to fair value of
     derivative  financial  instruments  of  $0.2  million.  The  components  of
     accumulated  other  comprehensive  loss as of March 28,  2002  consists  of
     translation  adjustment and other of ($0.02) million, an adjustment to fair
     value of  derivative  financial  instruments  of  ($0.7)  million,  and the
     cumulative effect of a change in accounting principle of ($0.1) million for
     the adoption of the Financial Accounting Standards Board ("FASB") Statement
     of  Financial  Accounting  Standards  ("SFAS")  No.  133,  "Accounting  for
     Derivative Instruments and Hedging Activities."

Note 2.  Change in Accounting Method and Revision of Financial Statements

     Subsequent to the issuance of the Company's  financial  statements  for the
     quarter ended March 28, 2002, the Company  revised  certain  information in
     the Consolidated  Condensed Financial Statements for the three months ended
     March 28, 2002 and March 29, 2001 following  discussions  with the staff of
     the  Securities  and Exchange  Commission  ("SEC")  regarding its method of
     accounting  for  certain   long-term  service  contracts  and  the  related
     applicability of the percentage of completion  method to service  contracts
     with  the  Federal  Government.   Previously,   the  Company  followed  the
     historical  industry-wide  practice  of  recording  income  from  long-term
     service contracts using the percentage of completion  method, in accordance
     with the AICPA "Audit and Accounting  Guide,  Audits of Federal  Government
     Contractors,"  which  incorporates  as an  appendix  AICPA  SOP  No.  81-1,
     "Accounting   for   Performance   of   Construction    Type   and   Certain
     Production-Type  Contracts."  Under this method,  income is recognized at a
     consistent  profit  margin  over the  period  of  performance  based on the
     estimated  profit margin at the  completion of the contract.  Such a method
     has resulted in deferral of costs,  including  start-up costs, and deferral
     of  profits  on  certain  contracts.  Under SOP No.  81-1,  revenue  can be
     recognized  based on costs  incurred as a measurement  of progress  towards
     completion, which can differ from other revenue recognition methods such as
     those outlined in SEC Staff Accounting  Bulletin ("SAB") No. 101,  "Revenue
     Recognition in Financial  Statements." Following discussions with the SEC's
     staff,  it has been  determined  that  percentage of completion  accounting
     should be applied to long-term  contracts which are specifically  described
     in the scope section of AICPA SOP No. 81-1 or other appropriate  accounting
     literature.  All other  long-term  service  contracts,  even those with the
     Federal  Government,  should not apply the percentage of completion method.
     Accordingly,  the  Company  changed  its  method  for  accounting  on these
     long-term  service  contracts to be in accordance  with SEC SAB No. 101 and
     other applicable generally accepted accounting  principles.  As a result of
     these changes,  profit margins on a given long-term  service contract could
     now fluctuate from one accounting  period to another due to fluctuations in
     the revenue earned and costs incurred in a given accounting period.

     As a result,  the financial  statements of the Company for the three months
     ended March 28, 2002 and March 29, 2001 have been revised to eliminate  the
     deferral  of such  costs or  profits  on  service  contracts  and to adjust
     revenue. Revenue was adjusted for certain fixed price service contracts and
     other service contracts,  which had used cost incurred in relation to total
     estimated  cost  at  completion  as  a  measurement  of  progress   towards
     completion under percentage of completion,  in order to comply with SEC SAB
     No. 101, which prescribes recognizing revenue on a straight-line basis over
     the contract  period or by other  appropriate  methods to measure  services
     provided.  The change in  accounting  method did not have any effect on the
     Company's cash flows in 2002 or 2001.

     The  effects  of the  revisions  for the  change  in  accounting  method on
     long-term  service  contracts  on the March  28,  2002  financial  data are
     presented in the table below. The "As Reported"  numbers are taken from the
     previously filed Form 10-Q for the quarterly period ended March 28, 2002.

<PAGE>


<TABLE>
<CAPTION>

                               Three Months Ended
                                   (Unaudited)
                                   -----------

                                                      March 28,        March 28,
                                                        2002             2002
Statement of Operations Data:                        As Reported      As Revised
-----------------------------                        -----------      ----------
<S>                                                <C>              <C>
Revenues                                              $544,779         $542,341
Cost of services                                       514,341          515,182
Earnings before income taxes and
  minority interest                                     13,385           10,106

Provision for income taxes                               4,606            3,073
Minority interest                                        1,263            2,187
  Net earnings                                           7,516            4,846
Common stockholders' share of net
  earnings                                               7,035            4,365
Common stockholders' share of net
  earnings per common share:
Basic earnings per share                              $   0.66         $   0.41
Diluted earnings per share                            $   0.61         $   0.38
Balance Sheet Data:
-------------------
Accounts receivable, net of allowance for
  doubtful accounts                                   $334,794         $323,724
Other current assets                                    56,199           53,739
Goodwill                                               103,496          107,814
Other assets                                            48,448           47,950
Total assets                                           617,007          607,297
Accrued liabilities                                    202,758          199,946
Other liabilities and deferred credits                  50,749           51,190
Deficit                                               (47,977)         (55,316)
</TABLE>


     The effects of the  revisions on the March 29, 2001 and  December  27, 2001
     financial data were previously  disclosed in the Company's  2001 annual re-
     port on Form 10-K/A, Amendment No. 2.  See  Note 2 to  the Consolidated Fi-
     nancial Statements in Item 8 of the 2001 Form 10-K/A, Amendment No. 2 for a
     discussion of these revisions.

Note 3.  Other Current Assets

     Other current  assets as of  March 28, 2002  and December 27, 2001 included
     $28.8 million  and $8.8  million of  inventories on  long-term   contracts,
     respectively.

Note 4.  Redeemable Common Stock

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

     On December 10, 1999,  the Company  entered into an agreement  with various
     financial  institutions  for the sale of  426,217  shares of the  Company's
     stock and Subordinated  Notes. Under a contemporaneous  registration rights
     agreement,  the  holders of these  shares of stock will have a put right to
     the Company  commencing  on  December  10,  2003,  at a price of $40.53 per
     share,  unless one of the following  events has occurred prior to such date
     or the  exercise of the put right:  (1) an initial  public  offering of the
     Company's common stock has been  consummated;  (2) all the Company's common
     stock has been sold; (3) all the Company's  assets have been sold in such a
     manner that the holders have received cash  payments;  or (4) the Company's
     common  stock  has  been  listed  on  a  national  securities  exchange  or
     authorized  for  quotation on the Nasdaq  National  Market System for which
     there is a public market of at least $100 million for the Company's  common
     stock.  If,  at the time of the  holders'  exercise  of the put  right  the
     Company is unable to pay the put price  because of  financial  covenants in
     loan agreements or other  provisions of law, the Company will not honor the
     put at that  time,  and the put price will  escalate  for a period of up to
     four years,  at which
<PAGE>


     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.

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

<TABLE>
<CAPTION>


                                                      Balance at                                       Balance at
                                        Redeemable     March 28,                          Redeemable  December 27,
                            Shares        Value          2002                Shares         Value         2001
                            ------        -----          ----                ------         -----         ----
<S>                         <C>          <C>           <C>                   <C>           <C>          <C>

      ESOP Shares        2,973,086       $48.50        $144,195             2,995,783      $47.00       $140,802
                         4,134,772       $46.25         191,233             4,146,727      $44.75        185,566
                         ---------                      -------             ---------                    -------
                         7,107,858                     $335,428             7,142,510                   $326,368
                         =========                     ========             =========                   ========

      Other Shares         286,217       $26.02        $  7,448               286,217      $24.34       $  6,967
                         =========                     ========             =========                   ========
</TABLE>


Note 5.  Income Taxes

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

Note 6.  Earnings Per Share ("EPS")

     The following table sets forth (in thousands) the  reconciliation of shares
     for basic EPS to shares for diluted EPS.  Basic EPS is computed by dividing
     common  stockholders'  share of net earnings by the weighted average number
     of common shares outstanding and contingently issuable shares. The weighted
     average  number of common shares  outstanding  includes  issued shares less
     shares held in treasury and any unallocated  Savings Plans' shares.  Shares
     earned  and  vested  but  unissued  under  the  Restricted  Stock  Plan are
     contingently  issuable  shares  whose  conditions  for  issuance  have been
     satisfied and as such have been included in the  calculation  of basic EPS.
     Diluted EPS is computed  similarly  except the  denominator is increased to
     include the weighted average number of stock options outstanding,  assuming
     the treasury stock method.

<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                   ------------------
                                                             March 28,                 March 29,
                                                               2002                      2001
                                                               ----                      ----
<S>                                                          <C>                       <C>
Weighted average shares outstanding for basic EPS             10,645                    10,545
   Effect of dilutive securities:
      Stock options                                              865                       480
                                                              ------                    ------
Weighted average shares outstanding for diluted EPS           11,510                    11,025
                                                              ======                    ======
</TABLE>

<PAGE>


Note 7. Goodwill and Other Intangible Assets - Adoption of Statement 142

     The Company  has  adopted  SFAS No.  142,  "Goodwill  and Other  Intangible
     Assets,"  beginning  December 28, 2001,  the first day of fiscal 2002.  The
     provisions of SFAS No. 142 eliminate  amortization  of goodwill and require
     an impairment  assessment at least annually by applying a fair-value  based
     test.  Accordingly,  the Company has  eliminated  amortization  in 2002 for
     goodwill and the assembled  workforce  intangible asset. The total carrying
     amounts for these  intangible  assets are $103.2  million and $4.6 million,
     respectively as of March 28, 2002. The Company has identified the reporting
     units to be tested for the goodwill impairment

<PAGE>


     test which will be measured as of the  beginning  of the fiscal  year.  The
     Company has completed the first step of the transitional impairment test in
     accordance with the provisions of SFAS No. 142 and has concluded that there
     has been no  impairment  of such assets as of the  beginning of fiscal year
     2002.

     The Company's  contract backlog and core development  intangible assets are
     still subject to  amortization  under SFAS  No. 142.  Amortization for  the
     first  quarter of 2002 for these  intangible  assets totaled  $0.6 million.
     Estimated  aggregate  amortization  expense for these intangible assets for
     the next five years  totals:  $2.1 million in each of 2002, 2003, and  2004
     and $0.5 million in 2005 and 2006, respectively.  The following table  pre-
     sents  the  intangible  assets,  net  of  accumulated  amortization, as  of
     March 28, 2002 that are required to continue to be amortized under SFAS No.
     142:

Intangible Assets, Net of                 Gross                    Accumulated
  Accumulated  Amortization          Carrying Amount               Amortization
  -------------------------          ---------------               ------------
Contracts acquired                      $ 1,703                      $ 1,514
Core and developed technology            14,800                        5,282
                                        -------                      -------
                                        $16,503                      $ 6,796
                                        =======                      =======

     The table above excludes  capitalized  software that is not covered by SFAS
     No. 142. Capitalized software, net of accumulated amortization totals $11.1
     million  and $12.4  million as of March 28,  2002 and  December  27,  2001,
     respectively. The following table presents adjusted net income and earnings
     per share for the three months ended March 29, 2001,  in  comparison to the
     results for the three months ended March 28, 2002,  to show what the impact
     would have been if SFAS No. 142 had been adopted at the beginning of fiscal
     2001. The adjusted results  presented below are net of taxes.


<TABLE>
<CAPTION>

                                                                               Three Months Ended
                                                                               ------------------
                                                                        March 28,            March 29,
                                                                          2002                  2001
                                                                       (Revised -            (Revised -
                                                                       See Note 2)           See Note 2)
                                                                       -----------           -----------
<S>                                                                    <C>                   <C>
Common stockholders' share of net earnings                                $4,365               $3,143
Add back: Goodwill amortization                                                -                  522
Add back: Assembled workforce amortization                                     -                  134
                                                                          ------               ------
Adjusted common stockholders' share of net
earnings                                                                  $4,365               $3,799
                                                                          ======               ======
Basic earnings per share:
Common stockholders' share of net earnings                                  $0.41                $0.30
Goodwill amortization                                                        -                    0.05
Assembled workforce amortization                                             -                    0.01
                                                                            --                    ----
Adjusted common stockholders' share of net
earnings                                                                    $0.41                $0.36
                                                                            =====                =====
Diluted earnings per share:
Common stockholders' share of net earnings                                  $0.38                $0.29
Goodwill amortization                                                        -                    0.04
Assembled workforce amortization                                             -                    0.01
                                                                            --                    ----
Adjusted common stockholders' share of net
earnings                                                                    $0.38                $0.34
                                                                            =====                =====
</TABLE>

<PAGE>


Note 8.  Recently Issued Accounting Pronouncements

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

Note 9.  Business Segments

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




<PAGE>

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

<TABLE>
<CAPTION>

                                                                        Three Months Ended
                                                                        ------------------
                                                                 March 28,              March 29,
                                                              2002 (Revised          2001 (Revised -
                                                              - See Note 2)          See Note 2) (b)
                                                              -------------          ---------------
<S>                                                           <C>                    <C>
Revenues
--------
   DSS                                                          $ 224,537               $ 187,854
   DI                                                             164,452                 118,657
   DTS                                                            139,212                 117,580
   ADVMED                                                          14,140                  14,888
                                                                ---------               ---------
                                                                $ 542,341               $ 438,979
                                                                =========               =========

Operating Profit (Loss) (a)
---------------------------
   DSS                                                          $  14,929               $   9,412
   DI                                                               7,211                   8,527
   DTS                                                              3,743                   5,006
   ADVMED                                                           (734)                     297
                                                                ---------               ---------
                                                                   25,149                  23,242

 Corporate general and administrative                               7,617                   6,827
 Interest income                                                     (68)                   (293)
 Interest expense                                                   7,192                   8,377
 Goodwill amortization                                                  -                     914
 Amortization of other intangibles of acquired companies              519                     997
 Minority interest included in operating profit                   (2,187)                   (476)
 Other miscellaneous                                                1,970                    (61)
                                                                ---------               ---------
 Earnings before income taxes and minority interest             $  10,106               $   6,957


                                                                 March 28,
                                                              2002 (Revised -          December 27,
                                                                 See Note 2)             2001 (b)
                                                                 -----------             --------
  Identifiable Assets
  -------------------
     DSS                                                        $ 281,211               $ 290,733
     DI                                                            96,996                  94,464
     DTS                                                          106,827                 100,573
     ADVMED                                                        27,098                  26,880
     Corporate                                                     95,165                  85,790
                                                                ---------               ---------
                                                                $ 607,297               $ 598,440
                                                                =========               =========
</TABLE>


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

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

Note 10. Subsequent Events

During the second quarter of 2002, the Company  recorded a $15.8 million loss on
an  investment  due to an  other  than  temporary  decline  in its  value.  Also
regarding that same investment, in the third quarter of 2002 the Company entered
into an  agreement  with the  investee  pursuant  to which the  Company  and its
investee  agreed to settle all disputes  between them. As part of the agreement,
the Company agreed to loan $5.0 million to the investee which was fully reserved
for in the third quarter of 2002.



           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  consolidated  condensed financial  statements and notes thereto and
the Company's  annual report on Form 10-K/A,  Amendment No. 2 for the year ended
December 27, 2001.


<PAGE>

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

The  Company  provides  diversified  management,   technical,   engineering  and
professional  services  primarily to U.S.  Government  customers  throughout the
United States and  internationally.  The  Company's  customers  include  various
branches  of the U.S.  Departments  of  Defense,  Energy,  State,  Justice,  and
Treasury,  the National Aeronautics and Space Administration,  and various other
U.S.  state and local  government  agencies,  commercial  clients,  and  foreign
governments.  Generally,  these services are provided under both prime contracts
and  subcontracts,   which  may  be  fixed  price,   time-and-material  or  cost
reimbursement  contracts depending on the work requirements and other individual
circumstances.  The following  discusses the Company's results of operations and
financial  condition (as revised - see "Change in Accounting Method and Revision
of Financial Statements"  discussion below) for the three months ended March 28,
2002 and the comparable period for 2001.

The Company realigned the DIS strategic  business segment effective January 2002
into the DynCorp Systems and Solutions ("DSS")  strategic  business segment (see
Note 9 to the Consolidated  Condensed Financial  Statements),  and therefore the
DIS results of operations  and financial  position have been included in the DSS
financial information.

Change in Accounting Method and Revision of Financial Statements
----------------------------------------------------------------

Subsequent to the issuance of the Company's financial statements for the quarter
ended  March  28,  2002,  the  Company  revised   certain   information  in  the
Consolidated Condensed Financial Statements for the three months ended March 28,
2002 and March 29, 2001 following  discussions  with the staff of the Securities
and Exchange  Commission  ("SEC") regarding its method of accounting for certain
long-term service  contracts and the related  applicability of the percentage of
completion method to service contracts with the Federal Government.  Previously,
the Company followed the historical  industry-wide  practice of recording income
from long-term service  contracts using the percentage of completion  method, in
accordance  with  the  American  Institute  of  Certified  Public   Accountants'
("AICPA")   "Audit  and   Accounting   Guide,   Audits  of  Federal   Government
Contractors,"  which  incorporates  as an appendix  AICPA  Statement of Position
("SOP") No. 81-1,  "Accounting for Performance of Construction  Type and Certain
Production-Type  Contracts."  Under  this  method,  income  is  recognized  at a
consistent  profit margin over the period of performance  based on the estimated
profit margin at the  completion of the contract.  Such a method has resulted in
deferral of costs,  including start-up costs, and deferral of profits on certain
contracts. Under SOP No. 81-1, revenue can be recognized based on costs incurred
as a measurement  of progress  towards  completion,  which can differ from other
revenue  recognition  methods  such as those  outlined  in SEC Staff  Accounting
Bulletin  ("SAB")  No.  101,  "Revenue  Recognition  in  Financial  Statements."
Following  discussions  with  the  SEC's  staff,  it has  been  determined  that
percentage of  completion  accounting  should be applied to long-term  contracts
which are  specifically  described in the scope section of AICPA SOP No. 81-1 or
other appropriate accounting literature.  All other long-term service contracts,
even those with the  Federal  Government,  should  not apply the  percentage  of
completion method. Accordingly, the Company changed its method for accounting on
these long-term  service  contracts to be in accordance with SEC SAB No. 101 and
other applicable generally accepted accounting principles.  As a result of these
changes,  profit  margins  on a  given  long-term  service  contract  could  now
fluctuate  from one  accounting  period to another  due to  fluctuations  in the
revenue earned and costs incurred in a given accounting period.

As a result, the financial  statements of the Company for the three months ended
March 28, 2002 and March 29, 2001 have been revised to eliminate the deferral of
such costs or profits on service  contracts and to adjust  revenue.  Revenue was
adjusted for certain fixed price service contracts and other service  contracts,
which had used cost incurred in relation to total  estimated  cost at completion
as a measurement of progress towards  completion under percentage of completion,
in order to comply with SEC SAB No. 101, which prescribes recognizing revenue on
a straight-line  basis over the contract period or by other appropriate  methods
to measure services  provided.  The change in accounting method did not have any
effect on the Company's cash flows in 2002 or 2001.

As a result of the revisions  described  above,  reported  common  stockholders'
share of net  earnings  decreased  by $2.7  million,  from $7.0  million to $4.4
million for the three months ended March 28, 2002. Reported common stockholders'
share of net  earnings  increased  by $0.3  million,  from $2.8  million to $3.1
million for the three months ended March 29, 2001. Reported common stockholders'
share of net earnings per diluted  share  decreased  from $0.61 to $0.38 for the
three months ended March 28, 2002.  Reported common  stockholders'  share of net
earnings per diluted  share  increased  from $0.26 to $0.29 for the three months
ended March 29, 2001.

The  effects of the  revisions  for the change in  accounting  method on certain
long-term  service  contracts on the March 28, 2002 financial data are presented
in  Note  2 to  these  Consolidated  Condensed  Financial  Statements.  The  "As
Reported"  numbers  are  taken  from  the  previously  filed  Form  10-Q for the
quarterly period ended March 28, 2002.

<PAGE>



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

Revenues  for the first  quarter of 2002 were  $542.3  million,  as  compared to
$439.0 million for the comparable period in 2001, an increase of $103.4 million,
or 23.5%.  Operating  profit was $25.1  million  for the first  quarter of 2002,
compared to $23.2 million for the comparable period in 2001, an increase of $1.9
million or 8.2%. Operating profit is defined as the excess of revenues over cost
of services and certain non-operating income and expenses, which are included in
Other Income, net of Other Miscellaneous  Expenses on the Consolidated Condensed
Statements of Operations.  See the "Change in Accounting  Method and Revision of
Financial  Statements"  discussion  above  and in  Note  2 to  the  Consolidated
Condensed  Financial  Statements for the impact on revenues and operating profit
relating  to the  Company's  change in its  method of  accounting  on  long-term
service  contracts.  The  increase in both  revenues  and  operating  profit was
attributable  primarily to several new contract  wins and  increased  tasking on
existing contracts. The increase in operating profit is due to losses on several
contracts  in the  first  quarter  of 2001  that did not  continue  in the first
quarter of 2002,  and increased  profit due to  additional  revenue in the first
quarter of 2002 for contract costs that were recognized in a prior period.

DynCorp  Systems and  Solutions  ("DSS") had revenues of $224.5  million for the
first quarter of 2002, compared to $187.9 million for the first quarter of 2001,
an increase  of $36.7  million or 19.5%.  The  increase in revenues in the first
quarter of 2002 compared to the first quarter of 2001  resulted  primarily  from
the start-up of two new  contracts,  one which  started in the third  quarter of
2001 for updated office  automation,  primarily of desk top computers,  servers,
and networks, for the Federal Bureau of Investigations ("FBI"), and the other to
provide  information  technology  to the SEC. Also  contributing  to the revenue
increase was expansion of a U.S. Army program for vaccine  technology  services,
growth  in a  contract  that  provides  battlefield  simulation  system  support
services and  maintenance  for the U.S.  Army, and growth in a DoD contract that
provides  security  background   investigations.   Partially   offsetting  these
increases in revenue was the  completion of a subcontract  providing  operations
management to the  Department of Energy  ("DoE").  Revenues for the three months
ended March 29, 2001 for this subcontract were $24.9 million.

For the first quarter ended March 28, 2002,  operating  profit for DSS increased
by $5.5  million,  or 58.6%,  to $14.9  million  from $9.4  million in the first
quarter of 2001. The increase in operating  profit resulted from the new FBI and
SEC contracts and the increased tasking on the vaccine  technology,  battlefield
simulation,  and the security background investigations contracts which were all
noted  above.  Also  contributing  to the  increase in  operating  profits  were
improved  profitability on a contract with the U.S. Postal Service and losses on
contracts  in 2001 that did not  continue  in 2002.  These  losses  were part of
DynCorp Management Resources,  Inc. ("DMR"),  which was divested on December 27,
2001.   Partially  offsetting  these  increases  to  operating  profit  was  the
completion  of the DoE  contract  in the third  quarter of 2001,  which is noted
above. Operating profit on this DoE contract for the three months ended 2001 was
$0.9 million.

DynCorp  International's  ("DI") first quarter 2002 revenues were $164.5 million
compared to $118.7  million for the first  quarter of 2001, an increase of $45.8
million or 38.6%. Operating profit decreased by $1.3 million to $7.2 million, or
15.4%,  from $8.5 million in the first quarter of 2001. The increase in revenues
resulted primarily from growth in a contract that provides maintenance, storage,
and security  support to the United  States  Central  Command Air Forces,  a new
contract  that started up in the second half of 2001 that  provides  maintenance
and parts to military  aircraft,  and  increased  tasking on a contract with the
Department  of State  ("DoS") in support of the  government's  drug  eradication
program,  primarily in South  America.  DI also  commenced  performance on a new
commercial subcontract in Saudi Arabia involving repair and maintenance of Saudi
military  aircraft.  DI's decrease in operating  profit for the first quarter of
2002 compared to the first quarter of 2001  resulted  from  significant  upfront
costs on a new contract that provides maintenance and parts to military aircraft
discussed  above . DI's  decrease in  operating  profit is offset by  additional
revenue on contract costs that were recognized in a prior period.

<PAGE>


DynCorp  Technical  Services'  ("DTS")  first  quarter 2002 revenues were $139.2
million compared to $117.6 million for the first quarter of 2001, an increase of
$21.6  million or 18.4%.  Operating  profit  decreased  by $1.3  million to $3.7
million,  or 25.2%, from $5.0 million in the first quarter of 2001. The increase
in  revenues  resulted  from  a  new  military  aircraft  maintenance  and  base
operations support contract at Andrews AFB that started up in the second quarter
of 2001 and another similar  contract at Vance AFB that was starting  operations
in the first quarter of 2001 and was fully  operational  in the first quarter of
2002.  Revenue also  increased  from tasking  increases  on some  existing  base
operations contracts and two new contracts: one providing support activities for
homeland security and another providing repair and maintenance to the California
Department  of  Forestry  helicopters.  Management  expects  future  revenue and
operating  profit increases due to the phase-in of another new contract with the
U.S. Air Force in second quarter of 2002 and the start up of a new contract with
the National  Aeronautics and Space  Administration  Johnson Space Center, which
was awarded in early February of 2002.

AdvanceMed ("ADVMED") had revenues of $14.1 million in the first quarter of 2002
as compared to $14.9  million for the  comparable  period in 2001, a decrease of
$0.7 million or 5.0%.  Operating  profit  decreased by $1.0 million to a loss of
$(0.7)  million  from a profit of $0.3  million in the same period of 2001.  The
decrease  in revenues  resulted  mostly  from the  reduction  in work scope on a
contract that provides  external quality review to health care  organizations in
the State of Texas.  The decrease in operating  profit  resulted from  increased
costs on a commercial product  introduction and the addition of a sales team for
this  commercial  product,  which was not  reflected  in prior year  costs.  The
commercial  product  provides  performance  measurement  portfolios  designed to
improve the delivery of high-risk, high-cost healthcare services. AdvanceMed has
strategies  in place to grow new  customers  for  this  commercial  product  and
expects future revenue and operating profit increases from these strategies.

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

Cost of services (as revised - see "Change in Accounting  Method and Revision of
Financial Statements"  discussion above) for the first quarter 2002 was 95.0% of
revenue as compared to 94.6% for the comparable  period in 2001. The decrease in
margins in the first  quarter of 2002 compared to the first quarter of 2001 were
primarily  due to  significant  upfront  costs on a new contract  that  provides
maintenance and parts to military aircraft.

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

Corporate general and  administrative  expense for the first quarter of 2002 was
$7.6  million as  compared to $6.8  million  for the same  period last year,  an
increase of $0.8 million, or 11.6%. Corporate general and administrative expense
as a  percentage  of revenue was 1.4% and 1.6% for the three  months ended March
28, 2002 and March 29, 2001, respectively. The increase in corporate general and
administrative expense was due to cost associated with the potential sale of the
Company to or its merger with a third party.  In the first quarter of 2002,  the
Board of Directors authorized  management to consider interests of third parties
in a merger or sale of the Company.  No formal  agreement has been negotiated or
executed  at  this  time.  The  Company  has  notified  its   stockholders   and
participants  in its Savings  and  Retirement  Plan,  Capital  Accumulation  and
Retirement   Plan,   and  former   Employee   Stock   Ownership  Plan  of  these
circumstances.

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

Interest  expense was $7.2 million in the first quarter of 2002,  down from $8.4
million  in the first  quarter of 2001.  Interest  expense  as a  percentage  of
revenue was 1.3% for the three months ended March 28, 2002,  as compared to 1.9%
for the  comparable  period  in 2001.  The  decrease  in  interest  expense  was
attributable  to lower average debt levels and lower average  interest  rates in
the first three  months of 2002 as  compared to the first three  months of 2001.
The average levels of indebtedness were approximately  $284.3 million and $284.6
million  during  the  three  months  ended  March 28,  2002 and March 29,  2001,
respectively.

<PAGE>

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

Amortization  of  intangibles  of acquired  companies  was $0.5  million for the
quarter  ended  March 28,  2002 as  compared  to $1.9  million (as revised - see
"Change in Accounting  Method and Revision of Financial  Statements"  discussion
above) for the first quarter of 2001, a decrease of $1.4  million.  The decrease
resulted from the  Company's  adoption,  on December 28, 2001,  the first day of
fiscal year 2002, of the Statement of Financial Accounting Standard ("SFAS") No.
142,  "Goodwill and Other  Intangible  Assets".  The  provisions of SFAS No. 142
eliminated  amortization  of goodwill and  accordingly,  the Company  eliminated
amortization  of goodwill  beginning  December 28,  2001.  The  provisions  also
require an  impairment  assessment  at least  annually by applying a  fair-value
based  test.  See  Note 7 to the  Consolidated  Condensed  Financial  Statements
included in this  Quarterly  Report on Form 10-Q/A to show what the impact would
have been on the first quarter 2001  financial  results if SFAS No. 142 had been
adopted at the beginning of fiscal 2001.

Other Income, Net of Miscellaneous Other Expenses
-------------------------------------------------

Other income,  net of  miscellaneous  other expenses  decreased $1.9 million and
consists mostly of equity in net losses of an unconsolidated  investment,  which
represents the Company's share of the estimated net losses of DynTek.

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

The  provisions  for  income  taxes in 2002 and 2001 are  based  upon  estimated
effective tax rates,  including the impact of permanent  differences between the
book bases of assets and liabilities recognized for financial reporting purposes
and the bases  recognized  for tax purposes.  The provision for income taxes (as
revised - see "Change in Accounting Method and Revision of Financial Statements"
discussion above) increased by $0.3 million for the three months ended March 28,
2002 from the  comparable  period in 2001. The increase was due to higher pretax
income  partially  offset by a lower  effective tax rate in the first quarter of
2002,  compared to the same period in 2001.  The  Company's  effective  tax rate
approximated 38.8% for the three months ended March 28, 2002,  compared to 43.0%
in the  comparable  period in 2001,  after  taking  into  account  the effect of
minority interests.

Backlog
-------

The  Company's  backlog of  business,  which  includes  awards  under both prime
contracts and  subcontracts  as well as the  estimated  value of option years on
government  contracts,  was $7.0  billion at March 28,  2002,  compared  to $6.8
billion at December 27, 2001,  a net  increase of $0.2  billion.  The backlog at
March 28, 2002  consisted  of $2.2  billion for DTS,  $2.3  billion for DI, $2.4
billion  for DSS,  and $0.1  billion for ADVMED  compared  to December  27, 2001
backlog of $2.0 billion for DTS,  $2.2 billion for DI, $2.4 billion for DSS, and
$0.2 billion for ADVMED.

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

Working  capital (as revised - see "Change in Accounting  Method and Revision of
Financial Statements"  discussion above), defined as current assets less current
liabilities,  was $152.0 million at March 28, 2002 compared to $144.7 million at
December 27, 2001, an increase of $7.3 million.  The ratio of current  assets to
current  liabilities at March 28, 2002 and December 27, 2001 remained consistent
at 1.6.  The  increase in working  capital was  primarily  due to  decreases  in
certain  accrued  expenses  partially  offset by a larger  portion of the Senior
Secured Credit Agreement Term A debt that became current in the first quarter of
2002.

<PAGE>


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

For the  three  months  ended  March  28,  2002,  the  Company's  cash flow from
operating  activities  provided $20.7  million,  an increase of $23.8 million as
compared  to the same  period  in 2001  where  operating  activities  used  $3.1
million.  The  increase in cash  provided  by  operations  resulted  from higher
customer  collections  in the first  three  months of 2002  compared to the same
period in 2001.

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

Investing activities used funds of  $2.4 million in the three months ended March
28, 2002, as compared to $1.7 million  funds  provided in the three months ended
March 29, 2001.  The use of funds in the first quarter of 2002  resulted  mostly
from the purchase of property and equipment of $2.4  million.  The cash provided
by investing  activities in the first  quarter of 2001 resulted  mostly from the
sale of property and equipment.

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

Financing  activities  for the three  months  ended March 28, 2002 used funds of
$1.3 million and included several short-term  borrowings and subsequent payments
of a cumulated sum of $55.7 million under the Senior  Secured  Credit  Agreement
Revolving Credit Facility  maturing  December 9, 2004. In addition,  the Company
made an  installment  payment  of $1.3  million  on the  Senior  Secured  Credit
Agreement  Term A Loan in  February of 2002.  During the first  quarter of 2001,
financing  activities used funds of $0.4 million,  which consisted  primarily of
short-term  borrowing  and  subsequent  payments  of a  cumulated  sum of  $54.4
million.

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

Earnings before Interest, Taxes,  Depreciation,  and Amortization ("EBITDA") (as
revised - see "Change in Accounting Method and Revision of Financial Statements"
discussion  above) 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 U.S. 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 represents the Company's computation of EBITDA (in thousands):

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                 ------------------
                                                              March 28,           March 29,
                                                           2002 (Revised        2001 (Revised
                                                           - See Note 2)        - See Note 2)
                                                           -------------        -------------
<S>                                                        <C>                  <C>
Net earnings                                                $ 4,846                $ 3,694
   Depreciation and amortization                              4,883                  4,787
   Interest expense, net                                      7,124                  8,084
   Income taxes                                               3,073                  2,787
   Amortization of deferred debt expense                       (522)                 (472)
   Debt issue discount                                         (155)                  (11)
                                                            --------               -------
EBITDA                                                      $19,249                $18,869
                                                            ========               =======
</TABLE>

<PAGE>


EBITDA (as defined above)  increased by $0.4 million,  or 2.0%, to $19.2 million
for the first quarter of 2002 as compared to the comparable  period in 2001. The
increase in EBITDA in the three-month  period in 2002 as compared to the similar
period in 2001,  is  primarily  attributable  to  higher  operating  profits  as
discussed above.

DynCorp Management Resources, Inc. ("DMR") Merger with DynTek, Inc.
-------------------------------------------------------------------

On December 27, 2001 the Company  divested  DMR, its state and local  government
services  subsidiary,  by merging  it into  TekInsight.com,  Inc.  The merger of
TekInsight.com, Inc. and DMR formed the new entity DynTek, Inc. ("DynTek"). As a
result of the merger,  the Company received a 40% ownership  interest in the new
entity.  DynTek is a public  company listed on NASDAQ under the symbol DYTK, and
is a provider of  information  technology and outsource  management  services to
state and local governments serving customers across 17 states.  Notwithstanding
the merger,  the Company  continues to have contractual  obligations for several
outstanding   performance   bonds  on  certain   DMR   contracts,   which  total
approximately  $3.1 million as of March 28, 2002.  DynTek has agreed to make its
best effort to replace the bonds with its own obligations.  The Company has also
given  the   Commonwealth  of  Virginia  certain   assurances   regarding  DMR's
performance  on a  contract  to  provide  non-emergency  medical  transportation
brokerage services in Virginia.  Should DynTek default on the Virginia contracts
and/or any of the performance bonds, it could result in financial losses for the
Company. At the end of the first quarter 2002, management perceives the exposure
to loss on these items as low. In addition,  the majority of the estimated  loss
on the Virginia contract has been funded by the Company in the start-up phase of
the contract, which occurred prior to the merger on December 27, 2001.

In the  first  quarter  of 2002,  the  Company  paid $2.6  million  to DynTek in
resolution of certain disputes  concerning the adequacy of DMR's working capital
at the time of  closing.  The Company  recorded  the $2.6  million  payment as a
liability  at December 27,  2001,  and included the $2.6 million  payment in its
calculation  of the gain on the sale.  DynTek is  currently  seeking  additional
financing.

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

The carrying amounts  reflected in the Consolidated  Condensed Balance Sheets of
cash and cash  equivalents,  accounts  receivable and contracts in process,  and
accounts  payable  approximate  fair  value at March  28,  2002 due to the short
maturities of these instruments.

As of March 28, 2001 the Company's total debt was $283.5 million,  a decrease of
$1.1 million from $284.6  million as of December 27, 2001,  primarily due to the
February 2002 payment of $1.3 million made on the Term A Loan,  partially offset
by the  amortization of the discounts on the  Subordinated  Notes and the 9 1/2%
Senior Subordinated Notes discussed below.

The Company has a Senior Secured Credit Agreement (the "Credit  Agreement") with
a group of financial institutions.  Under the Credit Agreement,  the Company has
outstanding  borrowings of $68.8 million under Term A Loans maturing December 9,
2004,  $76.9 million  under Term B Loans  maturing  December 9, 2006,  and has a
$90.0  million  revolving  line of  credit,  which,  at March 28,  2002,  had no
borrowings.  An installment payment of $1.3 million was paid on the Term A Loans
in February  2002.  The Term A Loans are to be repaid in eleven  more  quarterly
installments  of $6.3 million  beginning in May 2002. The Term B Loans are to be
repaid in an  installment  of $5.7  million  in May 2005 and then six  quarterly
installments of $11.9 million beginning in August 2005. The Company is charged a
commitment fee of 0.5% per annum on unused  commitments under the revolving line
of credit. Letters of credit outstanding were $10.6 million and $11.1 million at
March 28, 2002 and December 27,  2001,  respectively,  under the line of credit.
The amount  available was $79.4 million and $78.9 million,  respectively,  as of
March 28, 2002 and December 27, 2001.

The  Company  has $99.7  million of 9 1/2% Senior  Subordinated  Notes  ("Senior
Subordinated  Notes") outstanding with a scheduled maturity in 2007. Interest is
payable semi-annually,  in arrears, on March 1 and September 1 of each year. The
Company has outstanding  $40.0 million face value of the Company's  subordinated
pay-in-kind  notes due  2007,  with an  estimated  fair  value of $38.0  million
("Subordinated Notes"). The Subordinated Notes bear interest at 15.0% per annum,
payable  semi-annually.  The Company  may, at its option,  prior to December 15,
2004, pay the interest in cash or in additional Subordinated Notes.

<PAGE>

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

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

<TABLE>
<CAPTION>

                                                                   Cash Obligations Due by Year
                                                                   ----------------------------

                                               April -
Contractual                                   December
Cash Obligation                    Total        2002              2003         2004         2005        2006      Thereafter
---------------                    -----        ----              ----         ----         ----        ----      ----------
<S>                             <C>           <C>              <C>           <C>          <C>         <C>         <C>
Long-term Debt                  $283,510      $19,028          $ 25,005      $28,083      $29,400     $47,500     $134,494
Operating Leases                 238,027       35,208            42,968       36,790       27,600      25,643       69,818
Maximum Liability to
 Repurchase ESOP
 Shares                          335,428       18,398            25,187       27,207       25,071      21,599      217,966
Liability to Repurchase
 Other Redeemable
 Common Stock                     11,600            -            11,600            -            -           -            -
                                --------      -------          --------      -------      -------     -------     --------
Total Contractual Cash
 Obligations                    $868,565      $72,634          $104,760      $92,080      $82,071     $94,742     $422,278
                                ========      =======          ========      =======      =======     =======     ========
</TABLE>


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

The Company has several significant  operating leases for facilities,  furniture
and equipment. Minimum lease payments over the next 11 years are estimated to be
$238.0  million,  including $35.2 million for the remaining nine months of 2002.
Of the $35.2 million 2002 minimum lease  payments,  $11.0 million related to DIS
leases, $7.8 million related to a U.S. Postal Service contract, and $5.2 million
related to the new corporate headquarters building.

The Company is  obligated to  repurchase  certain of its former  Employee  Stock
Ownership  Plan ("ESOP")  vested common stock shares (under a "put option") from
former ESOP participants upon death,  disability,  retirement and termination at
the fair value (as  determined by an independent  appraiser)  until such time as
the Company's common stock is publicly traded. Under the Subscription  Agreement
dated September 9, 1988, the Company is permitted to defer put options if, under
Delaware  law, the capital of the Company  would be impaired as a result of such
repurchase. The Company's total contractual cash obligation to repurchase former
ESOP shares will fluctuate in the future as the  independently  determined  fair
value  fluctuates.  The total  obligation  to  repurchase  former ESOP shares is
$335.4 million as of March 28, 2001, based on the independently  determined fair
value as of February 21, 2002.

Under a  registration  rights  agreement,  the  holders of the other  redeemable
common  stock will have a put right to the Company  commencing  on December  10,
2003,  at a price of $40.53 per share,  unless one of the  following  events has
occurred  prior to such date or the  exercise  of the put right:  (1) an initial
public offering of the Company's common stock has been consummated;  (2) all the
Company's  common stock has been sold;  (3) all the  Company's  assets have been
sold in such a manner that the holders have received cash  payments;  or (4) the
Company's  common  stock has been  listed on a national  securities  exchange or
authorized for quotation on the NASDAQ National Market System for which there is
a public  market of at least $100 million for the Company's  common  stock.  The
total obligation to repurchase other redeemable shares of the Company's stock is
$11.6 million as of March 28, 2002.

<PAGE>


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

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

Disputes arise in the normal course of the Company's  business on projects where
the Company is  contesting  with  customers  for  collection of funds because of
events such as delays, changes in contract  specifications and questions of cost
allowability  or  collectibility.  Such  disputes  are recorded at the lesser of
their  estimated net realizable  value or actual costs  incurred,  and only when
realization  is  probable  and can be  reliably  estimated.  Claims  against the
Company  are  recognized  where  loss  is  considered  probable  and  reasonably
determinable in amount.  Because there are estimates and judgments involved, the
actual  results could be different  from those  estimates.  Accounts  receivable
balances  related to such disputed  items were  immaterial at March 28, 2002 and
December 27, 2001.

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

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

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

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


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

The Company has minimal  exposure due to  fluctuations in market interest rates.
Had market  interest  rates been 10%  higher in the first  quarter of 2002,  the
Company's net earnings would have been approximately  $39.1 thousand lower, or a
change of 0.8%. This is derived from a historical  model that  recalculates  the
interest expense incurred by the Company assuming that the market interest rates
to which the Company's  interest payments are indexed were, in all cases,  10.0%
higher,  taking into  consideration  the effect of such higher interest rates on
the interest rate swap as noted below.

From time to time,  the  Company  may enter into  various  derivative  financial
instruments,  including interest rate forwards, options and interest rate swaps,
to manage the exposure of portions of the  Company's  total debt  portfolio  and
related cash flows to  fluctuations  in market interest rates. In December 2000,
the  Company  entered  into a two year and 28-day  swap  agreement,  wherein the
Company pays  approximately  6.2%  annualized  interest on a notional  amount of
$35.0  million on a quarterly  basis  beginning on January 4, 2001 and ending on
January 6, 2003.  The objective of this  transaction  is to neutralize  the cash
flow  variability on designated  portions of the Company's Senior Secured Credit
Agreement  Term A and  Term B loans,  which  have a  floating-rate,  that may be
caused by fluctuations  in market interest rates.  The adjustments to fair value
of this  derivative  instrument  during the three  months  ended  March 28, 2002
resulted in additional  decreases in accumulated other  comprehensive  income of
$0.2  million.   This  swap  is  perfectly  effective  at  its  objective,   and
accordingly, there are no existing gains or losses as of March 28, 2002 that are
expected to be  reclassified  into earnings  within the next twelve months.  The
Company  has  also  managed  its  exposure  to  changes  in  interest  rates  by
effectively  capping  at 7.5% the base  interest  rate on a  notional  amount of
$100.0 million of its Senior  Secured  Credit  Agreement Term A and Term B loans
until February 2002.

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

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

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

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

The Company and its  subsidiaries  and affiliates are involved in various claims
and lawsuits,  including  contract  disputes and claims based on  allegations of
negligence and other tortuous  conduct.  The Company is also potentially  liable
for certain personal  injury,  tax,  environmental,  and contract dispute issues
related to the prior  operations of divested  businesses.  In addition,  certain
subsidiary companies are potentially liable for environmental,  personal injury,
and contract and dispute claims. In most cases, the Company and its subsidiaries
have denied, or believe they have a basis to deny, liability,  and in some cases
have  offsetting  claims against the  plaintiffs,  third  parties,  or insurance
carriers.  The total amount of damages  currently  claimed by the  plaintiffs in
these  cases  is  estimated  to  be   approximately   $8.3  million   (including
compensatory  punitive  damages and  penalties).  The Company  believes that the
amount that will actually be recovered in these cases will be substantially less
than the amount  claimed.  After taking into account  available  insurance,  the
Company  believes  it is  adequately  reserved  with  respect  to the  potential
liability for such claims.  The estimates set forth above do not reflect  claims
that may have  been  incurred  but have not yet  been  filed.  The  Company  has
recorded  such  damages  and  penalties  that  are  considered  to  be  probable
recoveries against the Company or its subsidiaries.

In  September,   2000,  the  Company  became  aware  of  significant  errors  in
preacquisition  estimates  of the  cost to  complete  a major  ten-year  federal
government telephone  installation and operation contract that was undertaken in
1998 by a  predecessor  of GTE  Information  Systems,  LLC, now known as DynCorp
Information Systems, LLC,
<PAGE>


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

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

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

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

<PAGE>


The Company is a party to other civil and contractual  lawsuits that have arisen
in the normal course of business for which potential liability,  including costs
of defense,  constitutes the remainder of the $8.3 million  discussed above. The
estimated probable liability (included in Other Liabilities and Deferred Credits
on the Consolidated  Condensed  Balance Sheet) for these issues is approximately
$5.8 million and is substantially covered by insurance at March 28, 2002. All of
the  insured  claims are within  policy  limits  and have been  tendered  to and
accepted by the  applicable  carriers.  The Company has  recorded an  offsetting
asset (included in Other Assets on the Consolidated  Condensed Balance Sheet) of
$5.1 million at March 28, 2002 for these items.

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

The  major  portion  of  the  Company's   business  involves   contracting  with
departments and agencies of, and prime contractors to, the U.S. Government,  and
such contracts are subject to possible  termination  for the  convenience of the
government  and to audit and possible  adjustment to give effect to  unallowable
costs under cost-type  contracts or to other regulatory  requirements  affecting
both cost-type and fixed-price  contracts.  Payments received by the Company for
allowable  direct and indirect  costs are subject to  adjustment  and  repayment
after audit by government  auditors if the payments  exceed  allowable  costs. A
majority of the audits have been  completed on the Company's  incurred  contract
costs  through 1999.  The Company has included an allowance for excess  billings
and contract  losses in its  financial  statements  that it believes is adequate
based on its  interpretation  of contracting  regulations  and past  experience.
There can be no assurance,  however,  that this allowance will be adequate.  The
Company is aware of  various  costs  questioned  by the  government,  but cannot
determine  the outcome of the audit  findings  at this time.  In  addition,  the
Company is occasionally the subject of investigations  by various  investigative
organizations,  resulting from employee and other allegations regarding business
practices.  In  management's  opinion,  there are no outstanding  issues of this
nature  at March  28,  2002 that  will  have a  material  adverse  effect on the
Company's consolidated financial condition, results of operations, or liquidity.

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

(a) Exhibits

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

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

(b) Reports on Form 8-K

Form 8-K was filed on March 19, 2002, which included as an exhibit a copy of the
March 14, 2002 notice to the  Company's  stockholders  and  participants  in its
Savings and Retirement  Plan,  Capital  Accumulation  and  Retirement  Plan, and
former  Employee Stock  Ownership Plan advising them that the Board of Directors
had authorized  management to consider interests of third parties in a merger or
sale of the  Company.  The  notice  stated  that  there  was the  potential  for
increasing  share value,  but noted that no formal agreement had been negotiated
or  executed.  The notice  advised  plan  participants  on how they could cancel
outstanding liquidation or distribution orders under the employee plans.

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

<PAGE>




                                   SIGNATURES
                                   ----------

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

          DYNCORP




Date: November 4, 2002                         /s/ P.C. FitzPatrick
      ================                         ====================
                                                  P.C. FitzPatrick
                                                  Senior Vice President
                                                  and Chief Financial Officer



Date: November 4, 2002                          /s/ J.J. Fitzgerald
      ================                          ===================
                                                  J.J. Fitzgerald
                                                  Vice President
                                                  and Corporate Controller

<PAGE>





                  Certification of the Chief Executive Officer

I, Paul V. Lombardi, hereby certify that:

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

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

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






Date: November 4, 2002                    /s/ Paul V. Lombardi
      ================                    ====================
                                          Paul V. Lombardi
                                          President and Chief Executive Officer

<PAGE>



                  Certification of the Chief Financial Officer

I, Patrick C. FitzPatrick, hereby certify that:

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

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

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




Date: November 4, 2002        /s/ Patrick C. FitzPatrick
      ================        ==========================
                              Patrick C. FitzPatrick
                              Senior Vice President and Chief Financial Officer

<PAGE>