FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

For the quarterly period ended 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

<PAGE>



                            DYNCORP AND SUBSIDIARIES
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 28, 2002

                                      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
         (Revised - See Note 2)                                        5

     Consolidated Condensed Statements of Cash Flows for
         Three Months Ended March 28, 2002 and March 29, 2001
         (Revised - See Note 2)                                        6

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

     Notes to Consolidated Condensed Financial Statements              8-13

   Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                       14-22

   Item 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                               22

PART II.  OTHER INFORMATION

   Item 1.  Legal proceedings                                          23-25

   Item 6.  Exhibit and Reports on Form 8-K                            25

     Signatures                                                        26

<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                   December 27,
                                                                                       Unaudited                   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)                                                334,794                    353,990
 Other current assets                                                                      56,199                     39,436
                                                                                       ----------               ------------
     Total current assets                                                                 423,098                    408,504

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

Intangible Assets (net of accumulated amortization of
 $65,949 in 2002 and $64,895 in 2001)                                                     124,331                    126,107

Other Assets                                                                               48,448                     49,330
                                                                                       ----------               ------------

Total Assets                                                                           $  617,007               $    604,900
                                                                                       ==========               ============
</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                December 27,
                                                                                       Unaudited                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                                                                      202,758                 209,269
                                                                                       ----------            ------------
     Total current liabilities                                                            260,425                 255,007

Long-Term Debt                                                                            258,386                 264,482

Other Liabilities and Deferred Credits                                                     50,749                  45,251

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, respectively                                         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                                                                                  (47,977)                (55,012)
 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                                               $617,007                $604,900
                                                                                       ==========            ============
</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 29,
                                                               March 28,     2001 (Revised -
                                                                 2002          See Note 2)
                                                               ---------     ---------------
<S>                                                            <C>           <C>
Revenues                                                       $544,779           $440,073

Costs and expenses:
   Costs of services                                            514,341            416,816
   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              1,871
   Other income, net of miscellaneous other expenses              1,793                (58)
                                                               --------         ----------
                 Total costs and expenses                       531,394            433,540

Earnings before income taxes and minority interest               13,385              6,533
       Provision for income taxes                                 4,606              2,546
                                                               --------         ----------
Earnings before minority interest                                 8,779              3,987
       Minority interest                                          1,263                611
                                                               --------         ----------
Net earnings                                                   $  7,516           $  3,376
                                                               ========         ==========
       Accretion of other redeemable common stock
        to redemption value                                         481                551

Common stockholders' share of net earnings                     $  7,035           $  2,825
                                                               =========     ===============
Basic earnings per share                                       $   0.66           $   0.27

Diluted earnings per share                                     $   0.61           $   0.26

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 29,
                                                                                          March 28,            2001 (Revised
                                                                                            2002               - See Note 2)
                                                                                            ----               -------------
<S>                                                                                       <C>                  <C>
Cash Flows from Operating Activities:
Common stockholders' share of net earnings                                                $  7,035             $  2,825
Adjustments to reconcile net earnings from operations to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                                            4,883                4,747
    Accretion of other redeemable common stock to redemption value                             481                  551
    Gain on sale of assets of DynServices.com                                                 (130)                   -
    Deferred taxes                                                                             575                  121
    Equity in net losses of unconsolidated investment                                        1,920                    -
    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                                                                        2,533               17,026
   Decrease in current and certain other liabilities excluding notes payable
     and current portion of long-term debt                                                   1,482              (28,860)
                                                                                          --------             --------
         Cash provided by (used in) operating activities                                    19,446               (3,376)

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
Change in minority interest                                                                    868                   81
Proceeds from the sale of assets of DynServices.com                                            400                    -
Other                                                                                          317                 (105)
                                                                                          --------             --------
         Cash (used in) provided by investing activities                                    (1,167)               1,897
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>
                                                               Adjustment for
                                                              Redemption Value                            Accumulated Other
                                     Common         Paid-in   Greater than Par               Treasury       Comprehensive
                                      Stock         Surplus         Value         Deficit      Stock            Loss
                                     ------         -------   ----------------    -------    --------     -----------------
<S>                                  <C>            <C>       <C>                 <C>        <C>          <C>
Balance, December 27, 2001           $530           $138,052  $(332,596)          $(55,012)  $(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                                                                         7,516
                                     --------------------------------------------------------------------------------------
Balance, March 28, 2002              $535           $137,427  $(342,141)          $(47,977)  $(42,440)    $  (833)
                                     ====           ========  ==========          =========  =========    ========
</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

                                    UNAUDITED

Note 1.  Basis of Presentation

      The  Company  has  prepared the unaudited consolidated condensed financial
      statements  included  herein  pursuant to the rules and regulations of the
      Securities  and  Exchange  Commission.  Certain  information  and footnote
      disclosures   normally   included  in  financial  statements  prepared  in
      accordance   with  generally  accepted  accounting  principles  have  been
      condensed  or  omitted  pursuant  to  such  rules  and  regulations. It is
      recommended   that  these  condensed  financial  statements  are  read  in
      conjunction  with  the financial statements and the notes thereto included
      in  the Company's latest annual report on Form 10-K. In the opinion of the
      Company,   the   unaudited  consolidated  condensed  financial  statements
      included  herein  reflect  all adjustments (consisting of normal recurring
      adjustments)  necessary  to  present  fairly  the  financial position, the
      results  of  operations  and  the cash flows for such interim periods. The
      results  of  operations  for  such  interim  periods  are  not necessarily
      indicative of the results for the full year. Certain amounts presented for
      prior periods have been reclassified to conform to the 2002 presentation.

Note 2.  Revision of Financial Statements

     The Company has revised certain information in the  Consolidated  Condensed
     Financial  Statements  for the three months ended March 29, 2001  following
     discussions  with  the  staff of the  Securities  and  Exchange  Commission
     ("SEC")  regarding  accounting  principles   articulated  in  Statement  of
     Financial  Accounting  Standards  No. 38,  "Accounting  for  Preacquisition
     Contingencies  of  Purchased   Enterprises"   ("SFAS  38")  and  Accounting
     Principles Board Opinion No. 16, "Business Combinations" ("APB 16") as they
     relate to the Company's acquisition of DIS from GTE Corporation in December
     1999.

     When  the  Company   purchased   DIS  in  December  1999,  issues   existed
     relating  to  the  financial  performance  of  certain  DIS  contracts  and
     realization of certain DIS receivables.  The Company  disclosed in its 1999
     Form 10-K that its purchase  accounting was  preliminary.  During 2000, the
     Company  continued its evaluation of the status of contracts at the date of
     acquisition.  Primarily in the third quarter of 2000, the Company finalized
     its  evaluation  of the  impact of the  future  cash  flows  related to the
     contracts based on information  obtained  through that quarter and recorded
     an increase  to  reserves  through a purchase  accounting  adjustment.  The
     purchase accounting adjustment also resulted in an increase to goodwill and
     deferred tax assets.  At the end of the third quarter of 2001,  the Company
     reversed a significant  amount of the contract loss reserves as a result of
     entering into a  modification  of one of the contracts  acquired.  This was
     also accounted for as a purchase accounting adjustment, which resulted in a
     decrease to goodwill  and  deferred  tax assets.

     According  to  SFAS  38,  the  allocation  period  for  purchase accounting
     adjustments  ends when the  acquiring  enterprise is no longer  waiting for
     information  that  it  has  arranged  to  obtain  and  that is known  to be
     available  or  obtainable  at  the  acquisition   date.  Items   identified
     during the initial purchase period as "preacquisition  contingencies" shall
     be  included  in  the allocation  of  the  purchase   price  based  on  the
     fair   value   of  the contingency.  The Company  previously  believed that
     the  allocation  period related to these  preacquisition  contingencies was
     still  open  during  those periods.  Although  the  Company  stated  in its
     1999  Form  10-K  that the purchase price allocation was preliminary, after
     discussions  with  the  SEC's staff,  the Company has  determined  that the
     allocation  period  for these preacquisition  contingencies  was no  longer
     open  in 2000 and  2001,  and therefore  the  adjustments  made should have
     been  accounted  for directly through the  statement of  operations, rather
     than  as a resolution  of the identified preacquisition contingencies, with
     a  corresponding  adjustment  to  the  original  purchase accounting.  As a
     result,  the  financial  statements  of  the  Company  for  the  year ended
     December 28, 2000 and the nine months ended September 27, 2001 have been
<PAGE>


     revised   to   reflect  the  adjustments  directly  in  the  statements  of
     operations.  In addition, the 1999 financial  statements  have been revised
     for  the allocation of the DIS purchase price with respect to the valuation
     of  an acquired contract in progress.

     Reported common  stockholders' share of  net  earnings  increased  by  $0.2
     million,  from $2.7 million to $2.8 million  for  the  three  months  ended
     March  29,  2001.  Reported  common stockholders'  share  of  net  earnings
     per  diluted  share  increased  from  $0.24   to   $0.26  for  the  period.
     Correspondingly,   reported  intangible assets, net  of accumulated amorti-
     zation, decreased by  $50.5 million to $127.9 million  at  March  29, 2001.
     Accounts receivable, net of allowance for doubtful accounts,  increased  by
     $1.3 million to $314.8 million, while other current assets and other assets
     both decreased slightly by $0.5 million and $0.6 million, respectively, for
     the same period.  In addition, accrued  liabilities increased  slightly  by
     $0.6 million to $157.0 million and other liabilities  and  deferred credits
     decreased by $2.4  million, from $88.0  million to $85.6  million.  Deficit
     also increased by $48.5 million, from (62.2) million to $(110.7) million at
     March 29, 2001. These revisions  had no effect on the  Company's total cash
     flows  or  revenues  as  reported in the three months ended March 29, 2001.

     The  impact  on  the March 29,  2001  financial  statement  data for
     the 2000 and 1999  revisions  are presented in the table below:
<TABLE>
<CAPTION>

                                                      March 29,        March 29,
                                                        2001             2001
Statement of Operations Data:                        As Reported      As Revised
-----------------------------                        -----------      ----------
<S>                                                  <C>              <C>
Cost of services                                     $416,667         $416,816
Amortization of intangibles of acquired
 companies                                              2,301            1,871
Earnings before income taxes
 and minority interest                                  6,252            6,533
Common stockholders' share of net
 earnings                                               2,665            2,825
Common stockholders' share of net
 earnings per common share:
Basic earnings per share                             $   0.25         $   0.27
Diluted earnings per share                           $   0.24         $   0.26


Balance Sheet Data:
-------------------
Accounts receivable, net of allowance
   for doubtful accounts                              $313,558         $314,825
Other current assets                                    40,788           40,280
Intangible assets, net of accumulated
   amortization                                        178,390          127,908
Other assets                                            49,925           49,284
Total assets                                           618,588          568,224
Accrued liabilities                                    156,342          156,965
Other liabilities and deferred credits                  88,038           85,590
Deficit                                                (62,170)        (110,710)
</TABLE>

Note 3.  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
<PAGE>


      value  as  long  as  the  Company's  common  stock is not publicly traded.
      However,  the Company is permitted to defer put options if, under Delaware
      law,  the  capital  of  the  Company would be impaired as a result of such
      repurchase.

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

      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 4.  Income Taxes

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

Note 5.  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.
<PAGE>


<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>

Note 6. 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 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 $98.9 million and $4.6 million,
      respectively as of March 28, 2002. The Company has identified  the report-
      ing  units to be tested for  the  goodwill  impairment  test which will be
      measured as of the beginning of the fiscal  year.  In  accordance with the
      provisions of SFAS 142,the Company has until the end of the second quarter
      of 2002 to complete the first step of the transitional impairment test.

      The  Company's  contract  backlog, patent, and core development intangible
      assets  are still subject to amortization under SFAS 142. Amortization for
      the  first  quarter of 2002 for  these  intangible  assets  totaled   $0.6
      million.   Estimated   aggregate  amortization  expense  for  these intan-
      gible 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 fol-
      lowing table presents the  intangible  assets,  net of accumulated amorti-
      zation, as of March 28, 2002 that are required to continue to be amortized
      under SFAS 142:

<TABLE>
<CAPTION>
Intangible Assets, Net of                Gross                     Accumulated
 Accumulated Amortization            Carrying Amount               Amortization
 ------------------------            ---------------               ------------
<S>                                      <C>                           <C>
Contracts acquired                       $ 1,703                       $1,514
Patent                                     7,100                        1,740
Core and developed technology              7,700                        3,542
                                        --------                      -------
                                         $16,503                       $6,796
                                         =======                       ======
</TABLE>

      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 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 29,
                                                                                           2001
                                                                       March 28,         (Revised -
                                                                         2002            See Note 2)
                                                                       ---------       --------------
<S>                                                                      <C>             <C>
Common stockholders' share of net earnings                                $7,035         $2,825
Add back: Goodwill amortization                                                -            498
Add back: Assembled workforce amortization                                     -            133
                                                                         -------         ------
Adjusted common stockholders' share of net
earnings                                                                  $7,035         $3,456
                                                                         =======         ======
<PAGE>


Basic earnings per share:
Common stockholders' share of net earnings                                 $0.66          $0.27
Goodwill amortization                                                       -              0.05
Assembled workforce amortization                                            -              0.01
                                                                         -------         ------
Adjusted common stockholders' share of net earnings                        $0.66          $0.33
                                                                         =======         ======
Diluted earnings per share:
Common stockholders' share of net earnings                                 $0.61          $0.26
Goodwill amortization                                                       -              0.05
Assembled workforce amortization                                            -              0.01
                                                                         -------         ------
Adjusted common stockholders' share of net earnings                        $0.61          $0.32
                                                                         =======         ======
</TABLE>

Note 7.  Recently Issued Accounting Pronouncements

     In  April  2002,  the  Financial Accounting Standards Board ("FASB") issued
     SFAS  No.  145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
     of  FASB  Statement  No. 13  and  Technical Corrections." SFAS 145 rescinds
     SFAS  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 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 145 amends
     SFAS 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  145  rescinds  SFAS  44,  "Accounting  for Intangible Assets of Motor
     Carriers,"   and   SFAS  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  4  shall be applied in fiscal year 2003. Certain  provisions re-
     lated  to SFAS  13  are effective   for transactions occurring   after  May
     15,  2002.  Management does  not expect  SFAS 145 to  have a  material  im-
     pact on  the  Company's results  of operations or financial condition.

Note 8.  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.

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


<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                     ------------------

                                                                                 March 29,
                                                                March 28,      2001 (Revised -
                                                                  2002          See Note 2)
                                                                                   (b)
                                                                ---------      ---------------
<S>                                                             <C>            <C>
Revenues
--------
   DSS                                                          $ 225,595      $ 189,522
   DI                                                             164,389        118,568
   DTS                                                            140,655        117,095
   ADVMED                                                          14,140         14,888
                                                                ---------      ---------
                                                                $ 544,779      $ 440,073
                                                                =========      =========

Operating Profit (Loss) (a)
---------------------------
   DSS                                                          $  14,813      $  10,543
   DI                                                               9,163          7,417
   DTS                                                              6,110          4,386
   ADVMED                                                            (734)           297
                                                                ---------      ---------
                                                                   29,352         22,643

 Corporate general and administrative                               7,617          6,827
 Interest income                                                      (68)          (293)
 Interest expense                                                   7,192          8,377
 Goodwill amortization                                                  -            874
 Amortization of other intangibles of acquired companies              519            997
 Minority interest included in operating profit                    (1,263)          (611)
 Other miscellaneous                                                1,970            (61)
                                                                ---------      ---------
 Earnings before income taxes and minority interest             $  13,385      $   6,533
                                                                =========      =========

                                                                March 28,         December 27,
                                                                  2002             2001 (b)
                                                                ---------      --------------
Identifiable Assets
-------------------
     DSS                                                        $ 283,612      $ 293,250
     DI                                                            97,646         93,191
     DTS                                                          117,460        109,763
     ADVMED                                                        27,098         26,880
     Corporate                                                     91,191         81,816
                                                                ---------      ---------
                                                                $ 617,007      $ 604,900
                                                                =========      =========
</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.
<PAGE>


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

General
-------
The following  discussion  and analysis  provides  information  that  management
believes is relevant to an  assessment  and  understanding  of the  consolidated
results of operations  and financial  condition of DynCorp and its  subsidiaries
(collectively, the "Company"). The discussion should be read in conjunction with
the interim  consolidated  condensed financial  statements and notes thereto and
the Company's annual report on Form 10-K for the year ended December 27, 2001.

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

Revision of Financial Statements
--------------------------------
The  Company has  revised  certain  information  in the  Consolidated  Condensed
Financial  Statements  for the  three  months  ended  March 29,  2001  following
discussions  with the staff of the  Securities and Exchange  Commission  ("SEC")
regarding accounting principles articulated in Statement of Financial Accounting
Standards No. 38,  "Accounting  for  Preacquisition  Contingencies  of Purchased
Enterprises"  ("SFAS  38") and  Accounting  Principles  Board  Opinion  No.  16,
"Business  Combinations" ("APB 16") as they relate to the Company's  acquisition
of DIS from GTE Corporation in December 1999.

When the Company  purchased DIS in December 1999, issues existed relating to the
financial  performance  of certain DIS contracts and  realization of certain DIS
receivables.  The  Company  disclosed  in its 1999 Form  10-K that its  purchase
accounting was preliminary. During 2000, the Company continued its evaluation of
the  status of  contracts  at the date of  acquisition.  Primarily  in the third
quarter of 2000,  the  Company  finalized  its  evaluation  of the impact of the
future cash flows related to the contracts based on information obtained through
that quarter and recorded an increase to reserves through a purchase  accounting
adjustment.  The purchase accounting  adjustment also resulted in an increase to
goodwill and deferred tax assets.  At the end of the third quarter of 2001,  the
Company reversed a significant  amount of the contract loss reserves as a result
of entering into a modification of one of the contracts acquired.  This was also
accounted for as a purchase accounting adjustment,  which resulted in a decrease
to goodwill and deferred tax assets.

According to SFAS 38, the allocation period for purchase accounting  adjustments
ends when the acquiring  enterprise is no longer waiting for information that it
has arranged to obtain and that is known to be available  or  obtainable  at the
acquisition  date.  Items  identified  during  the  initial  purchase  period as
"preacquisition  contingencies"  shall  be  included  in the  allocation  of the
purchase  price  based  on the  fair  value  of  the  contingency.  The  Company
previously  believed that the allocation period related to these  preacquisition
contingencies  was still open during those periods.  Although the Company stated
in its 1999 Form 10-K that the purchase price allocation was preliminary,  after
discussions with the SEC's staff, the Company has determined that the allocation
period for these  preacquisition  contingencies  was no longer  open in 2000 and
2001, and therefore the adjustments made should have been accounted for directly
through the statement of operations,

<PAGE>


rather than as a resolution of the identified preacquisition contingencies, with
a corresponding adjustment to the original purchase accounting. As a result, the
financial statements of the Company for the year ended December 28, 2000 and the
nine  months  ended  September  27,  2001  have  been  revised  to  reflect  the
adjustments  directly in the  statements of  operations.  In addition,  the 1999
financial  statements  have been revised for the  allocation of the DIS purchase
price with respect to the valuation of an acquired contract in progress.

Reported common  stockholders'  share of net earnings increased by $0.2 million,
from $2.7  million to $2.8  million for the three  months  ended March 29, 2001.
Reported common  stockholders' share of net earnings per diluted share increased
from $0.24 to $0.26 for the period. Correspondingly, reported intangible assets,
net of accumulated amortization, decreased by $50.5 million to $127.9 million at
March 29, 2001.  Accounts  receivable,  net of allowance  for doubtful  accounts
increased  by $1.3 million to $314.8  million,  while other  current  assets and
other  assets  both  decreased  slightly  by  $0.5  million  and  $0.6  million,
respectively for the same period.  In addition,  accrued  liabilities  increased
slightly by $0.6 million to $157.0  million and other  liabilities  and deferred
credits decreased by $2.4 million, from $88.0 million to $85.6 million.  Deficit
also increased by $48.5  million,  from $(62.2)  million to $(110.7)  million at
March 29, 2001.  These revisions had no effect on the Company's total cash flows
or revenues as reported in the three months ended March 29, 2001.

The impacts on the March 29, 2001 financial statement data for the 2000 and 1999
revisions  are  presented  in  Note 2  to these Consolidated Condensed Financial
Statements.

The  Company  realigned  the  DIS strategic  business segment  effective January
2002 into the DynCorp Systems and Solutions ("DSS")  strategic  business segment
(see Note 8 to the Consolidated Condensed Financial  Statements),  and therefore
the DIS results of operations  and financial  position have been included in the
DSS financial information.

Revenues and Operating Profit
-----------------------------
Revenues  for the first  quarter of 2002 were  $544.8  million,  as  compared to
$440.1 million for the comparable period in 2001, an increase of $104.7 million,
or 23.8%.  Operating  profit was $29.4  million  for the first  quarter of 2002,
compared to $22.6 million for the comparable period in 2001, an increase of $6.7
million or 29.6%.  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 "Revision of Financial
Statements"  discussion  above  and  in  Note 2 to  the  Consolidated  Condensed
Financial  Statements  for the impact on  operating  profit  from  revised  loss
estimates on a contract  acquired with the purchase of DIS in December 1999. The
increase in both revenues and  operating  profit was  attributable  primarily to
several new contract wins and increased tasking on existing contracts. Operating
profits  grew faster than  revenues  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 $225.6  million for the
first quarter of 2002, compared to $189.5 million for the first quarter of 2001,
an increase  of $36.1  million or 19.0%.  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  Securities  and  Exchange  Commission
("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 $4.3  million,  or 40.5%,  to $14.8  million from $10.5  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
<PAGE>


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 $164.4 million
compared to $118.6  million for the first  quarter of 2001, an increase of $45.8
million or 38.6%. Operating profit increased by $1.7 million to $9.2 million, or
23.5%,  from $7.4 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 increase in operating  profit for the first quarter of
2002 compared to the first quarter of 2001 resulted from the higher  revenues as
noted  above.  DI's  operating  profit  was  also  positively  impacted  due  to
additional revenue on contract costs that were recognized in a prior period.

DynCorp  Technical  Services'  ("DTS")  first  quarter 2002 revenues were $140.7
million compared to $117.1 million for the first quarter of 2001, an increase of
$23.6  million or 20.1%.  Operating  profit  increased  by $1.7  million to $6.1
million,  or 39.3%, from $4.4 million in the first quarter of 2001. The increase
in  revenues  and  operating  profit  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.  Revenues and operating  profit were 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.  In  addition,  operating  profit was  positively  impacted  due to
improved  profit margins in some of DTS' base  operations  and aviation  support
services  contracts.  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 for the first  quarter 2002 was 94.4% of revenue as compared to
94.7% for the  comparable  period in 2001.  The  improved  margins  in the first
quarter of 2002  compared  to the first  quarter of 2001 were  primarily  due to
losses in the first  quarter of 2001 that did not continue in the first  quarter
of 2002 and also additional revenue of $0.5 million in the first quarter of 2002
for contract costs that were recognized in a prior period.
<PAGE>



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.


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 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  Standards  ("SFAS") No. 142,  "Goodwill  and
Other Intangible Assets". The provisions of SFAS 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 6 to
the  Consolidated  Condensed  Financial  Statements  included in this  Quarterly
Report on Form 10-Q to show what the impact would have been on the first quarter
2001  financial  results if SFAS 142 had been adopted at the beginning of fiscal
2001.

Other Income, Net of Miscellaneous Other Expenses
-------------------------------------------------
Other income net of miscellaneous  other expenses  increased by $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 loss of DynTek, Inc.

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 basis of assets and liabilities recognized for financial reporting purposes
and the basis  recognized  for tax  purposes.  The  provision  for income  taxes
increased  by $2.1  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 38.0% 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.
<PAGE>



Working Capital
---------------
Working capital, defined as current assets less current liabilities,  was $162.7
million at March 28, 2002  compared to $153.5  million at December 27, 2001,  an
increase of $9.2 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.

Cash Flows from Operating Activities
------------------------------------
For the  three  months  ended  March  28,  2002,  the  Company's  cash flow from
operating  activities  provided $19.4  million,  an increase of $22.8 million as
compared  to the same  period  in 2001  where  operating  activities  used  $3.4
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 $1.2 million in the three months ended March
28, 2002, as compared to $1.9 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
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.
<PAGE>



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

                                                                 Three Months Ended
                                                                 ------------------
                                                                               March29,
                                                            March 28,       2001 (Revised -
                                                              2002            See Note 2)
                                                            ---------       ---------------
<S>                                                         <C>             <C>
Net earnings                                                $  7,516        $  3,376
   Depreciation and amortization                               4,883           4,747
   Interest expense, net                                       7,124           8,084
   Income taxes                                                4,606           2,546
   Amortization of deferred debt expense                        (522)           (472)
   Debt issue discount                                          (155)            (11)
                                                            ---------       ---------
EBITDA                                                      $ 23,452        $ 18,270
                                                            =========       =========
</TABLE>

EBITDA (as defined above) increased by $5.2 million,  or 28.4%, to $23.5 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  TekInsignt.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 this time,  management perceives the exposure to loss on these items
as remote.  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. At this time, the Company does not expect to make additional payments
to DynTek. However, it is possible that the Company may make additional payments
to DynTek in order to assist in funding its business in the future.

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.
<PAGE>



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.

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
                                                             ----------------------------
<S>                             <C>           <C>          <C>          <C>         <C>          <C>       <C>

                                             April-
Contractual                                 December
Cash Obligation                 Total         2002         2003         2004        2005         2006      Thereafter
---------------                 -----         ----         ----         ----        ----         ----      ----------
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
<PAGE>


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.

Critical Accounting Policies
----------------------------
Revenues and contract  profits under  long-term  contracts are recognized on the
percentage-of-completion  method.  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.

Revenues and contract profits for long-term  fixed-priced  production  contracts
generally use  units-of-delivery  as the measurement  basis for progress towards
completion.  Estimated  contract  profits are recorded in proportion to recorded
revenues.  Revenues for  cost-reimbursement  contracts are recorded as costs are
incurred.  Applicable estimated contract profits are included in earnings in the
proportion that incurred cost bears to total  estimated cost at completion.  For
time-and-material  contracts,  revenue is  recognized  to the extent of billable
rates times hours delivered plus material and other reimbursable costs incurred.
Because the Company assumes the risk of performing a fixed-priced  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. Anticipated losses on contracts
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,  whether  claims  or  unapproved  change  orders  in  the  process  of
negotiation,  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.

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



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

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 0.5%. 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 2001 resulted in additional  decreases in
accumulated other comprehensive  income of $0.9 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.  This  option  had no  value at
February  2002  (the  transition  date  of  Statement  of  Financial  Accounting
Standards  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities").

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.
<PAGE>



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, 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
<PAGE>


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.

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
<PAGE>


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

   None filed.

(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  report  to  be  signed on its behalf by the
undersigned thereunto duly authorized.

          DYNCORP




Date: May 9, 2002                            /S/ P. C. FitzPatrick
                                             ---------------------
                                                  P.C. FitzPatrick
                                                  Senior Vice President
                                                  and Chief Financial Officer



Date: May 9, 2002                            /S/ J. J. Fitzgerald
                                             --------------------
                                                  J.J. Fitzgerald
                                                  Vice President
                                                  and Corporate Controller
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