FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

For the quarterly period ended June 29, 2000     Commission file number 1-3879

                                     DynCorp

             (Exact name of registrant as specified in its charter)

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

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

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

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

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

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

             Class                            Outstanding as of August 9, 2000
             -----                            -------------------------------
 Common Stock, $0.10 par value                            10,405,280




<PAGE>


                            DYNCORP AND SUBSIDIARIES
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 29, 2000

                                      INDEX


                                                                         Page
                                                                         ----


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

   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheets at
         June 29, 2000 and December 30, 1999                              3-4

     Consolidated Condensed Statements of Operations for
         Three and Six Months Ended June 29, 2000 and July 1, 1999        5

     Consolidated Condensed Statements of Cash Flows for
         Six Months Ended June 29, 2000 and July 1, 1999                  6

     Consolidated Statement of Stockholders' Equity                       7

     Notes to Consolidated Condensed Financial Statements                 8-10

   Item 2.  Management's Discussion and Analysis of Financial Condition
                     and Results of Operations                            11-15

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk    15

PART II.  OTHER INFORMATION

  Item 4.  Submission of Matters to a Vote of Security Holders            15

  Item 6.  Exhibits and Reports on Form 8-K                               15

     Signatures                                                           16







<PAGE>



                          PART I. FINANCIAL INFORMATION

                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                       JUNE 29, 2000 AND DECEMBER 30, 1999
                                 (In thousands)


<TABLE>

<CAPTION>

                                                                                         June 29,
                                                                                           2000               December 30,
                                                                                         Unaudited                1999
                                                                                         ---------             ---------
<S>                                                                                      <C>                   <C>
Assets
------
Current Assets:
 Cash and cash equivalents                                                               $   5,930             $   5,657
 Accounts receivable (net of allowance for doubtful accounts
        of $4,480 in 2000 and $3,156 in 1999)                                              338,850               357,411
 Other current assets                                                                       42,948                35,140
                                                                                         ---------             ---------
     Total current assets                                                                  387,728               398,208

Property and Equipment (net of accumulated depreciation
 and amortization of $23,980 in 2000 and $21,583 in 1999)                                   40,407                40,795

Intangible Assets (net of accumulated amortization of
 $63,637 in 2000 and $55,755 in 1999)                                                      143,480               149,159

Other Assets                                                                                44,725                51,511
                                                                                         ---------             ---------

Total Assets                                                                             $ 616,340             $ 639,673
                                                                                         =========             =========




See accompanying notes to consolidated condensed financial statements.

</TABLE>



<PAGE>


                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                       JUNE 29, 2000 AND DECEMBER 30, 1999
                      (In thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                                          June 29,
                                                                                            2000              December 30,
                                                                                         Unaudited                1999
                                                                                         ---------             ---------
<S>                                                                                      <C>                   <C>

Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
 Notes payable and current portion of long-term debt                                     $  14,317             $   8,242
 Accounts payable                                                                           61,392                85,357
 Deferred revenue and customer advances                                                      8,221                 6,048
 Accrued liabilities                                                                       148,393               133,374
                                                                                         ---------             ---------
     Total current liabilities                                                             232,323               233,021

Long-Term Debt                                                                             315,873               334,944

Other Liabilities and Deferred Credits                                                      46,857                55,718

Contingencies and Litigation                                                                     -                     -

Temporary Equity:
 Redeemable common stock -
   ESOP shares, 7,451,988 and 7,350,937
     shares issued and outstanding in 2000 and 1999,
     respectively, subject to restrictions                                                 191,690               182,974
   Other, 426,217 shares issued and outstanding in
     2000 and 1999, respectively                                                             7,003                 6,142

Stockholders' Equity:
 Common  stock,  par value ten cents per share, authorized
   20,000,000  shares; issued 4,809,771 and 4,908,447 shares
   in 2000 and 1999, respectively                                                              481                   491
 Paid-in surplus                                                                           133,799               133,338
 Accumulated other comprehensive income                                                         (4)                   (9)
 Reclassification to temporary equity for redemption value
   greater than par value                                                                 (197,905)             (188,339)
 Deficit                                                                                   (71,140)              (72,887)
 Common stock held in treasury, at cost; 2,282,696 and
   2,301,262 shares in 2000 and 1999, respectively                                         (42,637)              (43,062)
 Unearned ESOP shares                                                                            -                (2,658)
                                                                                         ---------             ---------

Total Liabilities and Stockholders' Equity                                               $ 616,340             $ 639,673
                                                                                         =========             =========




See accompanying notes to consolidated condensed financial statements.
</TABLE>


<PAGE>


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

                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                       Three Months End                 Six Months Ended
                                                                       ----------------                 ----------------
                                                                   June 29,         July 1,        June 29,          July 1,
                                                                     2000            1999            2000             1999
                                                                   --------        --------        --------         --------
<S>                                                                <C>             <C>             <C>              <C>


Revenues                                                           $445,302        $321,262        $873,802         $633,148

Costs and expenses:
   Costs of services                                                420,278         303,820         827,628          599,188
   Corporate general and administrative                               8,046           5,674          14,655           11,091
   Interest income                                                     (641)           (261)         (1,469)          (1,038)
   Interest expense                                                  10,526           4,489          20,695            8,544
   Other                                                              2,783           2,050           6,584            2,285
                                                                   --------        --------        --------         --------
                 Total costs and expenses                           440,992         315,772         868,093          620,070

Earnings before income taxes and minority interest                    4,310           5,490           5,709           13,078
       Provision for income taxes                                     1,544           1,973           1,888            4,566
                                                                   --------        --------        --------         --------

Earnings before minority interest                                     2,766           3,517           3,821            8,512
       Minority interest                                                635             205           1,213            1,309
                                                                   --------        --------        --------         --------

Net earnings                                                       $  2,131        $  3,312        $  2,608         $  7,203
                                                                   ========        ========        ========         ========

       Accretion of mezzanine shares to redeemable value                437               -             861                -

Common stockholders' share of net earnings                         $  1,694        $  3,312        $  1,747         $  7,203
                                                                   ========        ========        ========         ========

Basic earnings per share                                           $   0.16        $   0.33        $   0.17         $   0.71

Diluted earnings per share                                         $   0.16        $   0.32        $   0.16         $   0.70

Weighted average number of shares
   outstanding for basic earnings per share                          10,495          10,062          10,448           10,127

Weighted average number of shares
   outstanding for diluted earnings per share                        10,693          10,317          10,663           10,324



See accompanying notes to consolidated condensed financial statements.

</TABLE>




<PAGE>







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

                                    UNAUDITED
<TABLE>

<CAPTION>
                                                                                             Six Months Ended
                                                                                             ----------------
                                                                                       June 29,             July 1,
                                                                                         2000                1999
                                                                                       -------              -------

<S>                                                                                    <C>                  <C>

Cash Flows from Operating Activities:
Common stockholders' share of net earnings                                             $ 1,747              $ 7,203
Adjustments to reconcile net earnings from operations to net cash
     provided by operating activities:
    Depreciation and amortization                                                       12,038                4,587
    Accretion of mezzanine shares to redeemable value                                      861                    -
    Increase in reserves for divested businesses                                             -                2,000
    Other                                                                                  181                 (848)
Changes in current assets and liabilities, net of acquisitions:
   Decrease in current assets except cash and cash equivalents                          10,760                2,483
   (Decrease) increase in current liabilities excluding notes payable
     and current portion of long-term debt                                             (13,714)               9,237
                                                                                       -------              -------
         Cash provided by operating activities                                          11,873               24,662

Cash Flows from Investing Activities:
Sale of property and equipment                                                          10,890                   34
Purchase of property and equipment                                                      (9,893)              (2,699)
Increases in investment in unconsolidated affiliates                                    (1,631)              (2,415)
Capitalized cost of new financial and human resource systems                              (240)              (5,101)
Other                                                                                     (128)                 (32)
                                                                                       -------              -------
         Cash used in investing activities                                              (1,002)             (10,213)

Cash Flows from Financing Activities:
Treasury stock purchased                                                                     -               (6,237)
Payment on indebtedness                                                               (191,981)             (97,656)
Proceeds from debt issuance                                                            175,568              115,726
Payment received on Employee Stock Ownership Trust note                                  2,958                3,665
Loan to Employee Stock Ownership Trust                                                    (300)              (7,746)
Pay-in kind interest on Subordinated Notes                                               3,397                    -
Other                                                                                     (240)                 317
                                                                                       -------              -------
         Cash (used in) provided by financing activities                               (10,598)               8,069

Net Increase in Cash and Cash Equivalents                                                  273               22,518
Cash and Cash Equivalents at Beginning of the Period                                     5,657                4,088
                                                                                       -------              -------
Cash and Cash Equivalents at End of the Period                                         $ 5,930              $26,606
                                                                                       =======              =======

Supplemental Cash Flow Information:
Cash paid for income taxes                                                             $ 3,977              $ 2,179
                                                                                       =======              =======
Cash paid for interest                                                                 $12,137              $ 7,144
                                                                                       =======              =======

See accompanying notes to consolidated condensed financial statements.

</TABLE>



<PAGE>







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

                                    UNAUDITED

<TABLE>
<CAPTION>


                                                              Adjustment for                                           Accumulated
                                                                Redemption                              Unearned          Other
                                       Common   Paid-in        Value Greater               Treasury       ESOP        Comprehensive
                                       Stock    Surplus       than Par Value   Deficit       Stock       Shares           Income
                                       ----    --------         ----------   ----------    ---------     -------           ----
<S>                                    <C>     <C>              <C>          <C>           <C>           <C>               <C>


Balance, December 30, 1999             $491    $133,338         $(188,339)   $ (72,887)    $(43,062)     $(2,658)          $(9)

Employee compensation plans
   (option exercises, restricted
    stock plan, incentive bonus)                   (400)                                        425
Loans to the Employee Stock
   Ownership Trust                                                                                          (300)
Payment received on
   Employee Stock Ownership
   Trust note                                                                                              2,958
Reclassification to redeemable
   common stock                         (10)                       (8,705)
Accretion of mezzanine shares
    to redeemable value                             861                           (861)
                                                                     (861)
Translation adjustment                                                                                                       5
Net earnings                                                                     2,608
                                       ----    --------         ----------   ----------    ---------     -------           ----
Balance, June 29, 2000                 $481    $133,799         $(197,905)   $ (71,140)    $(42,637)     $     -           $(4)
                                       ====    ========         ==========   ==========    =========     =======           ====



See accompanying notes to consolidated condensed financial statements.
</TABLE>



<PAGE>




                            DYNCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 29, 2000

                                    UNAUDITED

Note 1.  Basis of Presentation

      The Company has prepared the unaudited  consolidated  condensed  financial
      statements  included  herein  pursuant to the rules and regulations of the
      Securities  and  Exchange  Commission.  Certain  information  and footnote
      disclosures   normally  included  in  financial   statements  prepared  in
      accordance  with  generally  accepted  accounting   principles  have  been
      condensed or omitted pursuant to such rules and regulations,  although the
      Company believes that the disclosures are adequate to make the information
      presented not misleading. It is recommended that these condensed financial
      statements are read in conjunction  with the financial  statements and the
      notes thereto included in the Company's latest annual report on Form 10-K.
      In the  opinion  of the  Company,  the  unaudited  consolidated  condensed
      financial  statements included herein reflect all adjustments  (consisting
      of normal recurring adjustments) necessary to present fairly the financial
      position,  the results of  operations  and the cash flows for such interim
      periods.  The  results of  operations  for such  interim  periods  are not
      necessarily  indicative of the results for the full year.  Certain amounts
      presented for prior periods have been  reclassified to conform to the 2000
      presentation.

Note 2.  Accrued Liabilities

      Accrued  liabilities as of June 29, 2000 and July 1, 1999 included accrued
      salaries of $66.4 million and $73.0 million, respectively.

Note 3.  Redeemable Common Stock

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

<TABLE>
<CAPTION>

                                                       Balance at                                      Balance at
                                     Redeemable         June 29,                     Redeemable       December 30,
                     Shares            Value              2000            Shares        Value             1999
                   ---------          ------            ---------        ---------     ------          ---------
<S>                <C>                <C>               <C>              <C>           <C>             <C>


ESOP Shares        3,313,729          $28.50            $  94,441        3,313,729     $27.50          $  91,128
                   4,138,259          $23.50               97,249        4,037,208     $22.75             91,846
                   ---------                            ---------        ---------                     ---------
                   7,451,988                            $ 191,690        7,350,937                     $ 182,974
                                                        =========        =========                     =========

Other Shares         426,217          $16.43            $   7,003          426,217     $14.41          $   6,142
                   =========                            =========        =========                     =========
</TABLE>

      In accordance with the Employee Retirement Income Security Act regulations
      and the ESOP  documents,  the Company is obligated,  unless the ESOP Trust
      purchases  the shares,  to purchase  distributed  common stock shares from
      ESOP  participants  on retirement or  termination at fair value as long as
      the  Company's  common stock is not publicly  traded.  However,  under the
      Subscription  Agreement with the ESOP dated September 9, 1988, the Company
      is permitted to defer put options if, under  Delaware  law, the capital of
      the Company would be impaired as a result of such repurchase.

      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

<PAGE>

      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.

Note 4.  Employee Stock Ownership Trust

      From time to time, the Company makes  collateralized loans to the Employee
      Stock  Ownership  Trust  ("ESOT") to purchase  shares and pay off expiring
      loans.  During the first half of 2000,  the  Company  loaned the ESOT $0.3
      million  and  the  ESOT  paid  back to the  Company  $3.0  million  of the
      outstanding  loan  balance.  Unpaid  loan  balances  are  reflected  as  a
      reduction of stockholders' equity. There were no outstanding loan balances
      as of June 29, 2000 and $2.7 million  outstanding as of December 30, 1999.
      The unpaid loan balances represented 101,052 shares at December 30, 1999.

Note 5.  Income Taxes

      The provision for income taxes in 2000 and 1999 is based upon an estimated
      annual  effective  tax rate.  This rate  includes  the impact of permanent
      differences  between the book value of assets and  liabilities  recognized
      for  financial  reporting  purposes  and  the  basis  recognized  for  tax
      purposes.

Note 6.  Earnings Per Share

      The following table sets forth the  reconciliation of shares for basic EPS
      to shares for  diluted  EPS.  Basic EPS is  computed  by  dividing  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 ESOP shares. Shares earned and
      vested but  unissued  under the  Restricted  Stock  Plan are  contingently
      issuable  shares whose  conditions for issuance have been satisfied and as
      such have been included in the  calculation  of basic EPS.  Diluted EPS is
      computed  similarly  except the  denominator  is  increased to include the
      weighted  average  number  of  stock  options  outstanding,  assuming  the
      treasury stock method.

<TABLE>

<CAPTION>


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

                                                                 June 29,     July 1,        June 29,       July 1,
                                                                   2000        1999            2000          1999
                                                                  ------       ------         ------        ------

<S>                                                               <C>          <C>            <C>           <C>
     Weighted average shares outstanding for basic EPS            10,495       10,062         10,448        10,127
        Effect of dilutive securities:
           Stock options                                            198           255           215            197
                                                                  ------       ------         ------        ------
     Weighted average shares outstanding for diluted EPS          10,693       10,317         10,663        10,324
                                                                  ======       ======         ======        ======
</TABLE>


Note 7.  Recently Issued Accounting Pronouncements

      In June 2000, the Financial  Accounting  Standards  Board ("FASB")  issued
      Statement of Financial Accounting Standards ("SFAS") No. 138, which amends
      certain  accounting and reporting  standards of SFAS No. 133,  "Accounting
      for Derivative  Instruments and Hedging  Activities." SFAS 133 establishes
      accounting and reporting standards for derivative  instruments,  including
      certain  derivative  instruments  embedded  in  other  contracts,  and for
      hedging activities.  SFAS 138 is to be adopted concurrently with SFAS 133,
      which is effective for all fiscal quarters of fiscal years beginning after
      June 15, 2000.  Because of the Company's  minimal use of derivatives,  the
      Company does not expect that the adoption of this new standard will have a
      material impact on its results of operations,  financial condition or cash
      flows.

<PAGE>

Note 8.  Business Segments

      The  Company  has  three  reportable  segments,  DynCorp  Information  and
      Enterprise  Technology  ("DI&ET"),  DynCorp Technical Services ("DTS") and
      DynCorp Information Systems LLC ("DIS"). DI&ET designs, develops, supports
      and  integrates  software and hardware  systems to provide  customers with
      comprehensive  solutions for information management and engineering needs.
      DTS provides  services  ranging from aviation  maintenance to multifaceted
      aerospace sciences, technology and avionics engineering. DIS offers a full
      range of integrated telecommunications services and information technology
      solutions  in  the  area  of  professional   services,   business  systems
      integration,   information   infrastructure   solutions  and   information
      technology operations and support.

      Revenues, operating profit and identifiable assets for the Company's three
      business  segments  for  2000  and the  comparable  periods  for  1999 are
      presented below:
<TABLE>
<CAPTION>

                                                                       Three Months Ended                   Six Months Ended
                                                                       ------------------                   ----------------
                                                                 June 29,           July 1,              June 29,          July 1,
                                                                   2000              1999                 2000              1999
                                                                 ---------         ---------            ---------        ---------
     <S>                                                         <C>               <C>                  <C>              <C>

     Revenues
     --------
        DTS                                                      $ 216,597         $ 158,975            $ 425,782        $ 315,405
        DI&ET                                                      170,621           162,287              337,142          317,743
        DIS                                                         58,084                 -              110,878                -
                                                                 ---------         ---------            ---------        ---------

                                                                 $ 445,302         $ 321,262            $ 873,802        $ 633,148
                                                                 =========         =========            =========        =========

     Operating Profit (a)
     ----------------
        DTS                                                      $   9,211         $   7,649            $  17,687        $  14,609
        DI&ET                                                       10,145             9,429               18,848           18,398
        DIS                                                          5,124                 -                8,514                -
                                                                 ---------         ---------            ---------        ---------

                                                                    24,480            17,078               45,049           33,007

     Corporate general and administrative                            8,046             5,674               14,655           11,091
     Interest income                                                  (641)             (261)              (1,469)          (1,038)
     Interest expense                                               10,526             4,489               20,695            8,544
     Goodwill amortization                                             937               393                1,827              786
     Minority interest included in operating profit                   (635)             (205)              (1,213)          (1,309)
     Amortization of intangibles of acquired companies               2,526               365                5,263              749
     Other miscellaneous                                              (589)            1,133                 (418)           1,106
                                                                 ---------         ---------            ---------        ---------

     Earnings before income taxes and minority interest          $   4,310         $   5,490            $   5,709        $  13,078
                                                                 =========         =========            =========        =========

                                                                  June 29,                             December 30,
                                                                    2000                                  1999
                                                                 ---------                              --------
     Identifiable Assets
     -------------------
          DTS                                                    $ 179,745                              $173,629
          DI&ET                                                    184,932                               205,798
          DIS                                                      203,976                               206,083
          Corporate                                                 47,687                                54,163
                                                                 ---------                              --------
                                                                 $ 616,340                              $639,673
                                                                 =========                              ========
<FN>

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

</TABLE>


<PAGE>


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

General
-------

The following  discussion  and analysis  provides  information  that  management
believes is relevant to an  assessment  and  understanding  of the  consolidated
results of operations  and financial  condition of DynCorp and its  subsidiaries
(collectively, the "Company"). The discussion should be read in conjunction with
the interim condensed  consolidated  financial  statements and notes thereto and
the Company's annual report on Form 10-K for the year ended December 30, 1999.

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

The Company provides diversified management, technical and professional services
primarily  to  U.S.  Government  customers  throughout  the  United  States  and
internationally.  The  Company's  customers  include  various  branches  of  the
Department of Defense,  the Department of Energy,  the Department of State,  the
Department of Justice, National Aeronautics and Space Administration and various
other U.S., state and local government agencies,  commercial clients and foreign
governments.  The following  discusses the Company's  results of operations  and
financial  condition  for the three and six months  ended June 29,  2000 and the
comparable periods for 1999.

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

For the three and six months ended June 29, 2000,  revenue  increased  38.6% and
38.0% to $445.3  million and $873.8  million,  respectively,  compared to $321.3
million  and  $633.1  million  for  the  comparable  periods  in  1999.  DynCorp
Information  Systems LLC  ("DIS"),  which was acquired on December 10, 1999 from
GTE Corporation,  accounted for approximately 46.8% and 46.1%, respectively,  of
the revenue increases.  Operating profit, defined as the excess of revenues over
operating expenses and certain non-operating expenses, increased 43.3% and 36.5%
to $24.5 million and $45.1 million, respectively,  compared to $17.1 million and
$33.0  million  for  the   comparable   periods  in  1999.   DIS  accounted  for
approximately 69.2% and 70.7%, respectively, of the operating profit increases.

For the three and six months  ended June 29,  2000,  DIS had  revenues  of $58.1
million  and  $110.9  million  and  operating  profit of $5.1  million  and $8.5
million,  respectively. The Company's actual results for the three and six month
periods ending July 1, 1999 do not include DIS results.

DynCorp Technology Services' ("DTS") revenues for the three and six months ended
June 29, 2000, grew 36.2% and 35.0%, respectively,  to $216.6 million and $425.8
million,  respectively,  compared to $159.0  million and $315.4  million for the
comparable  periods in 1999.  The  increase  in revenues in the first and second
quarters compared to the same periods in 1999 resulted from increased tasking on
State  Department  contracts  providing  protective  support services in several
countries,  increased services on a contract in support of the government's drug
eradication program, and increases in the level of effort on contracts providing
repair and maintenance on military  aircraft.  Also contributing to the increase
in revenue  were  increases in the purchase of  reimbursable  materials  for the
customer  at Fort  Rucker and  increased  services  on certain  base  operations
support contracts.

Operating  profit for DTS  increased  20.4% and 21.1% to $9.2  million and $17.7
million  for the three and six months  ended  June 29,  2000,  compared  to $7.6
million and $14.6 million for the comparable prior year periods. The increase in
operating profit for the second quarter 2000 compared to the second quarter 1999
was due  mostly  to the  growth  in the  State  Department  contracts  providing
protective   services  and  the  increases  in  services  providing  repair  and
maintenance  on  military  aircraft.  Operating profits did not grow as signifi-
cantly as  revenue  due to not  receiving  profit on the sale of  materials  for
certain contracts and the start-up costs for several new contracts.

<PAGE>

DynCorp Information and Enterprise  Technology ("DI&ET") reported revenue growth
of 5.1% and 6.1% to $170.6 million and $337.1 million, respectively, compared to
$162.3  million  and $317.7  million  for the  comparable  periods in 1999.  The
revenue  increases  were  primarily due to increases on a  subcontract  from the
Department of Commerce Bureau of the Census,  which began generating  revenue in
the second half of 1999, and growth in a contract with the U.S.  Postal Service,
which became  operational in 1999.  Also  contributing to DI&ET's higher revenue
was growth in a joint venture for vaccine technology services for the Department
of Defense, which was just staring up in the first six months of 1999, increased
tasking on several General Service Administration IDIQ contracts,  new contracts
in health information  technology services,  and a contract awarded in late 1999
with the Department of Housing and Urban Development which became operational in
2000.  Partially  offsetting  these  increases  in  revenue  were the  loss of a
subcontract with the U.S. Postal Service and of a contract with the  Immigration
and Naturalization Service. Prior year six month revenues on these two contracts
totaled $40.8 million.

For the three and six months  ended June 29,  2000,  operating  profit for DI&ET
increased  7.6% and 2.5% to  $10.1  million  and  $18.9  million,  respectively,
compared  to $9.4  million  and $18.4  million  for the  comparable  prior  year
periods.  The increase in  operating  profit  resulted  from the  Department  of
Commerce  Bureau of the Census  contract and growth in a contract  with the U.S.
Postal Service. Offsetting this increase to operating profit was the loss of the
Immigration and Naturalization Service contract.

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

Cost of services  for the second  quarter and first six months of 2000 was 94.4%
and  94.7%,  respectively,  of  revenue  as  compared  to 94.6%  for both of the
comparable  periods  in 1999.  The  increase  in the  first six  months  cost of
services' percentage compared to the comparable period of 1999 was due to higher
phase-in  costs for new  contracts  at DTS.  The increase in the cost of service
percentage  of revenue in the first six months of 2000 was slightly  offset by a
lower percentage of  approximately  92.5% for DIS. For the six months ended June
29,  2000,  cost of  services  increased  by $228.4  million,  or 38.1% over the
comparable period in 1999. DIS cost of services  comprised $102.5 million of the
increase.

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

Corporate  general and  administrative  expense for the second quarter and first
six months of 2000 was $8.0 million and $14.7 million, respectively, as compared
to $5.7  million  and $11.1  million  for the  comparable  periods  in 1999,  an
increase of $2.4 million and $3.6 million,  respectively.  Corporate general and
administrative  expense as a percentage of revenue was 1.7% and 1.8% for the six
months ended June 29, 2000 and July 1, 1999, respectively.  The expense increase
relates primarily to the Company's implementation of the new financial and human
resource  software  packages.   The  Company  has  moved  from  the  design  and
development phase of this  resystemization  into the implementation phase and is
now  expensing  versus  capitalizing  the  associated  costs.  The Company  also
experienced  smaller  increases in consulting,  recruitment,  and  advertisement
expenses,  along with higher  costs  related to the new  corporate  headquarters
building.

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

For the three and six months  ended June 29,  2000,  interest  expense was $10.5
million  and $20.7  million,  respectively,  compared  to $4.5  million and $8.5
million for the comparable periods in 1999. The increase in interest expense was
attributable to higher average debt levels as a result of borrowings to fund the
DIS acquisition in December 1999 and higher weighted  average  interest rates in
the  first six  months of 2000  compared  to the first six  months of 1999.  The
weighted average levels of indebtedness  were  approximately  $351.3 million and
$183.9  million  in the six  months  ended  June  29,  2000  and  July 1,  1999,
respectively.



<PAGE>



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

Other expense was $2.8 million and $6.6 million, respectively, for the three and
six months ended June 29, 2000 compared to $2.1 million and $2.3 million for the
comparable  periods of 1999.  The increase in three and six months other expense
compared to the comparable periods in 1999 resulted mostly from the amortization
of intangible assets recorded in connection with the acquisition of DIS in 1999,
offset by a gain of $0.5 million on the sale of the Company's majority ownership
interest  in a  limited  liability  company  in  the  second  quarter  of  2000.
Amortization costs related to DIS at June 29, 2000 totaled $6.3 million.

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

The  provision  for  income  taxes in 2000 and 1999 is based  upon an  estimated
annual effective tax rate, including the impact of permanent differences between
the book value of assets and  liabilities  recognized  for  financial  reporting
purposes and the basis  recognized  for tax  purposes.  The provision for income
taxes  decreased by $0.4 million to $1.5 million for the three months ended June
29, 2000 compared to $2.0 million in the comparable period in 1999. The decrease
was due to lower pretax income  partially  offset by a higher effective tax rate
in 2000,  compared to the same period in 1999. For the six months ended June 29,
2000,  the provision for income taxes  decreased by $2.7 million to $1.9 million
compared to $4.6 million in the comparable  period in 1999. The decrease was due
to higher  pretax  earnings  in the first  half of 1999,  partially  offset by a
slightly lower  effective tax rate in the same period.  The Company's  effective
tax rate  approximated  42.0% for the three and six months  ended June 29,  2000
compared to 38.8% in the comparable periods in 1999.

Backlog
-------

The  Company's  backlog of  business,  which  includes  awards  under both prime
contracts and  subcontracts  as well as the  estimated  value of option years on
government contracts, was $4.6 billion at June 29, 2000 compared to $4.4 billion
at December 30, 1999,  a net increase of $0.2  billion.  The backlog at June 29,
2000 consisted of $2.3 billion for DTS, $1.9 billion for DI&ET, and $0.4 billion
for DIS  compared to December  30, 1999  backlog of $2.2  billion for DTS,  $1.7
billion DI&ET and $0.5 billion for DIS.  Subsequent to the second  quarter,  the
Company was awarded two significant contracts in the military aircraft  mainten-
ance and base operations area.  These two contracts, $0.9 billion for ten  years
and $0.3 billion for seven years,are anticipated to increase the Company's back-
log by approximately $1.2 billion.  The $0.3 billion contract is under protest.

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

Working capital, defined as current assets less current liabilities,  was $155.4
million at June 29, 2000  compared to $165.2  million at December  30,  1999,  a
decrease of $9.8 million.  The ratio of current assets to current liabilities at
June 29, 2000 and December 30, 1999 was 1.7. The decrease was primarily the  re-
sult of the higher current portion of notes payable and long-term debt and lower
accounts  receivable  balance,  offset  slightly by lower  accounts  payable and
higher other current assets balances.  The higher current portion of debt is due
to a higher portion of the Senior Secured Credit Agreement Term B loans becoming
current  as of June  29,  2000.  The  decrease  in  accounts  payable  is due to
seasonality in the account.

Cash  provided by  operations  was $11.9  million in the six months of 2000,  as
compared to $24.7 million in the six months of 1999, a decrease in cash provided
of $12.8 million. The decrease resulted primarily from lower net earnings due to
higher interest expense and a decrease  in  accounts  payable, partially  offset
by a  decrease  in  accounts receivable. The decrease in accounts receivable re-
sulted from higher customer collections, which were used for payment of accounts
payable.

Investing activities used funds of $1.0 million in the six months ended June 29,
2000. In March 2000, the Company sold an office building  located in Alexandria,
Virginia  to a third party for $10.5  million,  and  simultaneously  closed on a
lease of that property from the new owner. The Company used a portion of the net
proceeds to pay off the mortgage on the property.  Partially offsetting the cash
provided from the sale of the office  building was cash used for the purchase of
other property and equipment of  approximately  $10.3 million.  During the first
six months of 1999, investing activities used funds of $10.2 million principally
for the  purchase of property  and  equipment  and the  capitalized  cost of new
software for internal use.


<PAGE>

Financing activities used funds of $10.6 million  during the  six  months  ended
June 29, 2000, which consisted primarily  of the  payoff of the  mortgage on the
Alexandria  office  building that the Company sold in the first quarter of 2000.
The Company also reduced its  outstanding  borrowings  under the Senior  Secured
Credit Agreement Term B loans maturing  December 9, 2006 by $7.6 million and the
Senior  Secured  Credit  Agreement  Revolving  Credit  Facility by a net of $6.3
million.  Offsetting  these  reductions in cash flows were the funds provided of
$3.4 million related to the pay-in kind interest on Subordinated  Notes.  During
the first six months of 1999,  financing  activities  provided net funds of $8.1
million,  which consisted primarily of additional borrowing against the Contract
Receivable  Collateralized Class B Variable Rate Note. The proceeds were used to
make a loan to the ESOT,  to fund the  Company's  purchase of common  stock from
ESOP participants and other investors, and to finance working capital needs.

The Company  anticipates selling  non-strategic  assets from time to time in the
future.

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

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

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

                                                                      Three Months Ended            Six Months Ended
                                                                      ------------------            ----------------
                                                                   June 29,          July 1,      June 29,            July 1,
                                                                    2000              1999          2000                1999
                                                                   -------          -------       -------            -------
<S>                                                                <C>              <C>           <C>                <C>



Net earnings                                                       $ 2,131          $ 3,312       $ 2,608            $ 7,203
   Depreciation and amortization                                     6,025            2,277        12,038              4,587
   Interest expense, net                                             9,885            4,228        19,226              7,506
   Income taxes                                                      1,544            1,973         1,888              4,566
   Amortization of deferred debt expense                              (432)            (180)         (703)              (366)
   Debt issue discount                                                 (11)              (9)          (21)               (18)
                                                                   -------          -------       -------            -------
EBITDA                                                             $19,142          $11,601       $35,036            $23,478
                                                                   =======          =======       =======            =======

</TABLE>

EBITDA (as defined above) increased by $7.5 million,  or 65.0%, to $19.1 million
for the second quarter of 2000 as compared to the comparable period in 1999. For
the first six months of 2000,  EBITDA grew by $11.6 million,  or 49.2%, to $35.0
million as compared to the first six months of 1999.  The increases in EBITDA in
the three and six month periods in 2000,  as compared to the similar  periods in
1999, are primarily attributable to higher operating profits as discussed above.

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

Certain  matters  discussed  or  incorporated  by  reference  in this report are
forward-looking  statements  within the meaning of the federal  securities laws.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking  statements are based upon reasonable assumptions,  there can be

<PAGE>

no assurance that its  expectations  will be achieved.  Factors that could cause
actual  results to differ  materially  from the Company's  current  expectations
include the early  termination  of, or failure of a customer to exercise  option
periods under, a significant contract;  the inability of the Company to generate
actual customer orders under indefinite delivery, indefinite quantity contracts;
technological  change;  the  inability of the Company to manage its growth or to
execute its internal performance plan; the inability of the Company to integrate
the  operations  of  acquisitions;  the  inability of the Company to attract and
retain  the  technical  and other  personnel  required  to perform  its  various
contracts;  general economic conditions;  and other risks discussed elsewhere in
this report and in other filings of the Company with the Securities and Exchange
Commission.

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

The  Company is exposed to market  risk from  changes in  interest  rates on its
floating rate debt. The Company manages its exposure to this market risk through
the monitoring of its available  financing  alternatives  including,  in certain
circumstances,  the use of  derivative  financial  instruments.  The Company has
managed its exposure to changes in interest rates by effectively capping at 7.5%
the base  interest  rate on  $100.0  million  of its  LIBOR  indexed  debt until
February 2002. The Company's use of derivative financial instruments is to  man-
age  its exposures to fluctuations in interest rates and foreign exchange rates.
The Company  does not hold or issue derivative financial instruments for trading
purposes.  For more information related to the Company's floating rate debt, see
Long-term Debt in the Notes to the Consolidated Financial Statements in the Form
10-K.

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

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

At the annual meeting of  stockholders,  held on July 18, 2000, at the Company's
headquarters in Reston,  Virginia,  the  stockholders of the Company elected the
following individuals to the Board of Directors for the terms set forth:
<TABLE>
<CAPTION>

     Director                   Term              Votes Cast For        Votes Withheld/Against
     --------                   ----              --------------        ----------------------
<S>  <C>                        <C>               <C>                   <C>

     Russell E. Dougherty       One year          9,232,979             540,873
     T. Eugene Blanchard        Three years       9,272,194             501,656
     Paul V. Lombardi           Three years       9,233,937             539,913
     Dudley C. Mecum II         Three years       9,267,442             506,408
</TABLE>

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

(a)  Exhibits

         10.3    Executive Incentive Plan, as amended (filed herewith)

(b)  Reports on Form 8-K

   None filed.





<PAGE>







                                   SIGNATURES


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

                                     DYNCORP




Date:  August 11, 2000                               /S/ P.C. FitzPatrick
                                                     --------------------
                                                     P.C. FitzPatrick
                                                     Senior Vice President
                                                     and Chief Financial Officer



Date:  August 11, 2000                               /S/ J.J. Fitzgerald
                                                     -------------------
                                                     J.J. Fitzgerald
                                                     Vice President
                                                     and Corporate Controller