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 29, 2001     Commission file number 1-3879

                                     DynCorp

             (Exact name of registrant as specified in its charter)

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

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

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


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was  re-
quired to  file  such reports), and (2) has been subject to such filing require-
ments 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 3, 2001
           -----                                   -----------------------------
Common Stock, $0.10 par value                                 10,443,142
<PAGE>
                            DYNCORP AND SUBSIDIARIES
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 29, 2001

                                      INDEX

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

   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheets at
         March 29, 2001 and December 28, 2000                              3-4

     Consolidated Condensed Statements of Operations for
         Three Months Ended March 29, 2001 and March 30, 2000              5

     Consolidated Condensed Statements of Cash Flows for
         Three Months Ended March 29, 2001 and March 30, 2000              6

     Consolidated Statement of Stockholders' Equity                        7

     Notes to Consolidated Condensed Financial Statements                  8-11

   Item 2.  Management's Discussion and Analysis of Financial Condition
                     and Results of Operations                             12-16

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk     16

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

   Item 6.  Exhibit and Reports on Form 8-K                                16

     Signatures                                                            17
<PAGE>
                          PART I. FINANCIAL INFORMATION
                          -----------------------------

                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      MARCH 29, 2001 AND DECEMBER 28, 2000
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                         March 29,
                                                                                           2001                   December 28,
                                                                                         Unaudited                  2000
                                                                                         ---------                ------
Assets
------
<S>                                                                                     <C>                   <C>

Current Assets:
 Cash and cash equivalents                                                              $   11,064            $   12,954
 Accounts receivable (net of allowance for doubtful accounts
              of $3,850 in 2001 and $4,071 in 2000)                                        313,558               334,354
Other current assets                                                                        40,788                36,570
                                                                                           -------               -------
     Total current assets                                                                  365,410               383,878

Property and Equipment (net of accumulated depreciation
 and amortization of $23,434 in 2001 and $23,833 in 2000)                                   24,863                27,766

Intangible Assets (net of accumulated amortization of
 $68,119 in 2001 and $66,193 in 2000)                                                      178,390               181,677

Other Assets                                                                                49,925                51,020
                                                                                          --------              --------

Total Assets                                                                              $618,588              $644,341
                                                                                          ========              ========

</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
<PAGE>
                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      MARCH 29, 2001 AND DECEMBER 28, 2000
                       (In thousands,except share amounts)

<TABLE>
<CAPTION>

                                                                                       March 29,
                                                                                         2001                 December 28,
                                                                                       Unaudited                  2000
                                                                                       ---------              ------------
Liabilities and Stockholders' Equity
------------------------------------
<S>                                                                                   <C>                     <C>
Current Liabilities:
 Notes payable and current portion of long-term debt                                  $      1,374            $      124
 Accounts payable                                                                           50,996                67,761
 Deferred revenue and customer advances                                                      7,464                 7,631
 Accrued liabilities                                                                       156,342               165,723
                                                                                      ------------            ----------
     Total current liabilities                                                             216,176               241,239

Long-Term Debt                                                                             282,650               283,889

Other Liabilities and Deferred Credits                                                      88,038                90,283

Contingencies and Litigation

Temporary Equity:
 Redeemable common stock at redemption value
   ESOP shares, 7,533,813 and 7,504,653
     shares issued and outstanding in 2001 and 2000,
     respectively, subject to restrictions                                                 256,588               238,346
   Other redeemable common stock, 426,217 shares issued
     and outstanding in 2001 and 2000, respectively                                          8,537                 7,984

Stockholders' Equity:
 Common stock, par value ten cents per share, authorized 20,000,000 shares;
   issued 4,729,929 and 4,758,897 shares
   in 2001 and 2000, respectively                                                              473                   476
 Paid-in surplus                                                                           135,145               134,638
 Accumulated other comprehensive (deficit) income                                             (564)                    3
 Reclassification to temporary equity for redemption value
   greater than par value                                                                 (264,329)             (245,540)
 Deficit                                                                                   (62,170)             ( 64,835)
 Common stock held in treasury, at cost; 2,253,027 and
   2,264,625 shares in 2001 and 2000, respectively                                         (41,956)             ( 42,142)
                                                                                           --------              --------

Total Liabilities and Stockholders' Equity                                                 $618,588              $644,341
                                                                                           ========              ========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
<PAGE>
                            DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)

                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                          ------------------
                                                                                       March 29,        March 30,
                                                                                         2001              2000
                                                                                         ----              ----

<S>                                                                                    <C>               <C>
Revenues                                                                               $440,073          $428,500

Costs and expenses:
   Costs of services                                                                    416,667           407,350
   Corporate general and administrative                                                   6,827             6,633
   Interest income                                                                         (293)             (827)
   Interest expense                                                                       8,377            10,168
   Amortization of intangibles of acquired companies                                      2,301             3,758
   Other                                                                                    (58)               21
                                                                                       --------          --------
                 Total costs and expenses                                               433,821           427,103

Earnings before income taxes and minority interest                                        6,252             1,397
       Provision for income taxes                                                         2,425               344
                                                                                       --------          --------

Earnings before minority interest                                                         3,827             1,053
       Minority interest                                                                    611               577
                                                                                       --------          --------

Net earnings                                                                           $  3,216          $    476
                                                                                       ========          ========


       Accretion of other redeemable common stock to
          redemption value                                                                  551               424

Common stockholders' share of net earnings                                             $  2,665          $     52
                                                                                       ========          ========


Basic earnings per share                                                               $   0.25          $   0.01

Diluted earnings per share                                                             $   0.24          $   0.01

Weighted average number of shares
   outstanding for basic earnings per share                                              10,545            10,411

Weighted average number of shares
   outstanding for diluted earnings per share                                            11,025            10,638
</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 30,
                                                                                         2001              2000
                                                                                         ----              ----

<S>                                                                                    <C>               <C>
Cash Flows from Operating Activities:
Common stockholders' share of net earnings                                             $  2,665          $     52
Adjustments to reconcile net earnings from operations to net cash (used in)
     provided by operating activities:
   Depreciation and amortization                                                          5,177             6,013
   Accretion of other redeemable common stock to redemption value                           551               424
   Pay-in-kind interest on Subordinated Notes                                                 -             1,500
   Other                                                                                     65              (136)
Changes in current assets and liabilities, net of acquisitions:
   Decrease in current and certain other assets except cash and cash equivalents         17,026            18,678
   Decrease in current and certain other liabilities excluding notes payable
     and current portion of long-term debt                                              (28,860)          (21,225)
                                                                                       ---------         ---------
         Cash (used in) provided by operating activities                                 (3,376)            5,306

Cash Flows from Investing Activities:
Sale of property and equipment                                                            2,640             9,715
Purchase of property and equipment                                                       (1,487)           (3,663)
Decrease (increase) in investments in unconsolidated affiliates                             768              (184)
Other                                                                                       (24)             (205)
                                                                                       ---------         ---------
     Cash provided by investing activities                                                1,897             5,663

Cash Flows from Financing Activities:
Payments on indebtedness                                                                (54,400)          (84,748)
Proceeds from debt issuance                                                              54,400            74,853
Payment received on Employee Stock Ownership Trust note                                       -             2,658
Loan to Employee Stock Ownership Trust                                                        -              (300)
Other                                                                                      (411)               24
                                                                                       ---------         ---------
         Cash used in financing activities                                                 (411)           (7,513)

Net (Decrease) Increase in Cash and Cash Equivalents                                     (1,890)            3,456
Cash and Cash Equivalents at Beginning of the Period                                     12,954             5,657
                                                                                       ---------         ---------
Cash and Cash Equivalents at End of the Period                                         $ 11,064          $  9,113
                                                                                       =========         =========


Supplemental Cash Flow Information:
Cash paid for income taxes                                                             $  6,735          $  2,097
                                                                                       =========         =========

Cash paid for interest                                                                 $  9,435          $  6,390
                                                                                       =========         =========

</TABLE>

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

<PAGE>

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

                                    UNAUDITED
<TABLE>
<CAPTION>

                                                              Adjustment for                                            Accumulated
                                                                Redemption                                                 Other
                                Common         Paid-in         Value Greater                           Treasury        Comprehensive
                                Stock          Surplus         than Par Value          Deficit          Stock       (Deficit) Income
                                -----          -------         --------------          -------          -----       ----------------

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

Employee compensation plans
   (option exercises, restricted
    stock plan, incentive bonus)                    (44)                                                     186
Reclassification to redeemable
  common stock                    (3)                            (18,238)
Accretion of other redeemable
  common stock to redemption
  value                                             551             (551)                  (551)
Adjustment to fair value of
  derivative financial instru-
  ment                                                                                                                    (400)
Cumulative effect of change in
  accounting principle                                                                                                    (100)
Translation adjustment and other                                                                                           (67)
Net earnings                                                                              3,216
                                ----------------------------------------------------------------------------------------------------
Balance, March 29, 2001         $473           $135,145        $(264,329)              $(62,170)        $(41,956)          $(64)
                                ====           ========        ==========              =========         ========          =====

</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 29, 2001

                                    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 accord-
      ance 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 fin-
      ancial 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 pre-
      sent 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 con-
      form to the 2001 presentation.

Note 2.  Accrued Liabilities

      Accrued  liabilities  as  of March 29, 2001 and December 28, 2000 included
      accrued salaries and fringe benefits of $75.3  million and  $79.2 million,
      respectively.

Note 3.  Redeemable Common Stock

      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 29,                                            Redeemable    December 28,
                     Shares        Value          2001                                 Shares           Value         2000
                     ------        -----          ----                                 ------           -----         ----
<S>                  <C>         <C>           <C>                                     <C>           <C>           <C>

      ESOP Shares    3,291,332   $38.00        $125,071                                3,313,729     $35.25        $116,809
                     4,242,481   $31.00        $131,517                                4,190,924     $29.00         121,537
                     ---------                 --------                                ---------                   --------
                     7,533,813                 $256,588                                7,504,653                   $238,346
                     =========                 ========                                =========                   ========


      Other Shares     426,217   $20.03        $  8,537                                  426,217     $18.73        $  7,984
                     =========                 ========                                =========                   ========

</TABLE>

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

      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  author-
      ized 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 agree-
      ments 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 our
      years, at which time the put must be honored. The escalation rate increas-
      es during such period until the put is honored,  and the rate varies  from
      an  annualized  factor  of  22% for the first quarter after the put is not
      honored up to 52% during the sixteenth quarter.  The  annual  accretion in
      the  fair  value  of  these  shares  is reflected as a reduction of common
      stockholders'  share  of  net  earnings  on the consolidated statements of
      operations.

Note 4.  Income Taxes

      The provision for income taxes in 2001 and 2000 is based upon an estimated
      effective tax rate. This rate includes 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

      The following table sets forth the reconciliation of shares  for basic EPS
      to shares for diluted EPS. Basic EPS is computed by dividing common stock-
      holders' 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 treas-
      ury stock method.
<TABLE>
<CAPTION>

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

                                                                                        March 29,           March 30,
                                                                                          2001                2000
                                                                                          ----                ----
<S>                                                                                      <C>                  <C>

Weighted average shares outstanding for basic EPS                                        10,545               10,411
   Effect of dilutive securities:
      Stock options                                                                         480                  227
                                                                                         ------               ------

Weighted average shares outstanding for diluted EPS                                      11,025               10,638
                                                                                         ======               ======
</TABLE>

Note 6.  Derivative Financial Instruments

     The Company  adopted  Statement of  Financial Accounting Standards  No. 133
     ("FAS 133"), Accounting for Derivative Instruments and Hedging  Activities,
     and Statement of Financial  Accounting  Standards No.  138,  Accounting for
     Certain Derivative Instruments and Certain  Hedging  Activities - an amend-
     ment of FASB Statement No. 133, on January 1, 2001.  FAS 133  requires  the
     transition adjustment, net of the tax effect, resulting from adopting these
     Statements to be  reported in net income or other  comprehensive income, as
     appropriate, as the cumulative effect of a change in  accounting principle.
     Changes in the fair value of  derivatives are  recorded each period in cur-
     rent earnings or other comprehensive income based on the  guidelines stipu-
     lated in FAS 133.  The adoption of the standard did not have a material im-
     pact on the  Company's  results of operations, financial  condition or cash
     flows, but  did  reduce accumulated  other  comprehensive  income  by  $0.1
     million.  The  adjustments to fair  value of the derivative instruments de-
     scribed below during the first three months of 2001 resulted in a  decrease
     in accumulated other comprehensive income of $0.4 million.
<PAGE>
     The Company has a policy to use derivative financial instruments  to manage
     its market risk exposures from fluctuations in interest rates on its float-
     ing rate debt and foreign exchange rates as warranted. The Company  manages
     its exposure to this market risk through the  monitoring  of  its available
     financing alternatives including, in certain circumstances, the use of der-
     ivative financial instruments. The Company  has  managed  its  exposure  to
     changes in interest rates by effectively capping at 7.5% the  base interest
     rate on a notional amount of $100.0 million of its LIBOR indexed debt until
     February 2002. In December 2000, the Company entered 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  begin-
     ning on January 4, 2001 and  ending  on  January 6, 2003.  The objective of
     this  transaction is to neutralize the cash flow variability for the hedged
     debt. The Company does not hold or issue  derivative  financial instruments
     for trading purposes.

Note 7.  Business Segments

     Effective January 1, 2001, the Company realigned its three  Strategic Busi-
     ness  Segments  into  five  focused  sectors in order to further expand its
     business in the growing international  market and also to segregate out its
     health  information  and  technology  services.  DynCorp Technical Services
     ("DTS")  was divided into DynCorp International LLC ("DI") and DTS. DI will
     handle all of the Company's overseas business, including information  tech-
     nology  solutions,  and  will  continue to provide maintenance worldwide to
     support  U.S.  military aircraft. DTS provides myriad specialized technical
     services including aviation services, range technical services,  base oper-
     ations, and logistics support.  DynCorp  Information  and  Enterprise Tech-
     nology ("DI&ET") was divided into AdvanceMed ("ADVMED") and DI&ET.   ADVMED
     is structured as a business-to-business, eHealth decision support  solution
     organization and provides an integrated set of decision  support  tools  to
     meet the needs of healthcare payers and providers.  DI&ET  provides a  wide
     range of information technology services  and  other  professional services
     including network and communications  engineering,  government  operational
     outsourcing, and security and intelligence  programs.  DynCorp  Information
     Systems LLC ("DIS") offers a full range  of  integrated  telecommunications
     services and information technology solutions in the  area  of professional
     services, business systems integration,  information  infrastructure solut-
     ions, and information technology operations and support.

     The purpose  of  these realignments was to provide focus and clarity to the
     Company's  businesses  and enable the Company to better serve its customers
     by concentrating and segregating the international and healthcare  informa-
     tion and technology services. Business segment  information  for  2000  has
     been restated to give effect to this change.

     Revenues,  operating  profit and identifiable assets for the Company's five
     business segments for 2001 and the comparable periods for 2000 are present-
     ed below:
<TABLE>
<CAPTION>

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

                                                                                               March 29,          March 30,
                                                                                                 2001               2000
                                                                                                 ----               ----
<S>                                                                                            <C>                <C>

Revenues
--------
   DI&ET                                                                                       $ 140,487          $ 151,110
   DI                                                                                            118,568            108,218
   DTS                                                                                           115,744            100,967
   DIS                                                                                            50,386             52,793
   ADVMED                                                                                         14,888             15,412
                                                                                               ---------          ---------
                                                                                               $ 440,073          $ 428,500
                                                                                               =========          =========

<PAGE>
Operating Profit (a)
--------------------
   DI&ET                                                                                       $   7,869          $   7,718
   DI                                                                                              7,417              5,245
   DTS                                                                                             3,615              3,230
   DIS                                                                                             3,594              3,390
   ADVMED                                                                                            297                986
                                                                                               ---------             ------
                                                                                                  22,792             20,569

 Corporate general and administrative                                                              6,827              6,633
 Interest income                                                                                    (293)              (827)
 Interest expense                                                                                  8,377             10,168
 Goodwill amortization                                                                             1,304                942
 Amortization of other intangibles of acquired companies                                             997              2,816
 Minority interest included in operating profit                                                     (611)              (577)
 Other miscellaneous                                                                                 (61)                17
                                                                                               ----------            -------
 Earnings before income taxes and minority interest                                            $    6,252          $  1,397
                                                                                               ==========          =========

                                                                                               March 29,           December 28,
                                                                                                 2001                 2000
                                                                                                 ----                 ----
  Identifiable Assets
  -------------------
     DI&ET                                                                                    $ 140,141            $ 145,733
     DI                                                                                          76,348               83,040
     DTS                                                                                        111,263              111,849
     DIS                                                                                        226,403              230,544
     ADVMED                                                                                      26,571               26,815
     Corporate                                                                                   37,862               46,360
                                                                                               --------            ---------
                                                                                              $ 618,588            $ 644,341
                                                                                              =========            =========

</TABLE>

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

Note 8:  Subsequent Event

     On April 25, 2001,  the  Company  and  its wholly owned subsidiary, DynCorp
     Management Resources, Inc. ("DMR") signed an Agreement and Plan of Reorgan-
     ization whereby DMR will merge into a subsidiary  of  TekInsight.Com,  Inc.
     ("TekInsight"),  a  publicly  held  company.  DMR, which is included in the
     DI&ET business segment, is engaged in the business of providing outsourcing
     services  to  state  and  local  government agencies.  DMR revenues of $7.1
     million  and  $6.6  million  for  the three months ended March 29, 2001 and
     March 30, 2000, respectively, and operating (loss)/profit of ($0.04)million
     and  $0.5  million,  respectively,  for those same periods.  These revenues
     and operating (losses)/profits  are  included  in  the  DI&ET amounts noted
     above.  The  merger is  contingent  upon  approval  of  the  transaction by
     TekInsight's stockholders and other conditions, including the  availability
     of TekInsight to  obtain at least $20  million of third-party financing, on
     terms and conditions acceptable  to  the  Company to support the operations
     of the combined organization. Closing is expected  to   occur  in the third
     quarter of 2001. As merger  consideration,  the Company would  become a 40%
     owne of TekInsight.
<PAGE>

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

General
-------

The  following  discussion  and  analysis  provides  information that management
believes  is  relevant  to  an  assessment and understanding of the consolidated
results  of  operations  and financial condition of DynCorp and its subsidiaries
(collectively, the "Company"). The discussion should be read in conjunction with
the  interim  condensed  consolidated financial statements and notes thereto and
the  Company's  annual report on Form 10-K for the year ended December 28, 2000.

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

The Company provides diversified management, technical and professional services
primarily  to U.S.  Government customers throughout the United States and inter-
nationally. The Company's customers include various branches of the U.S. Depart-
ments of Defense, Energy, State, and Justice, the Drug Enforcement Agency,   the
National Institute of Health, the 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  oper-
ations and financial condition for the three months ended March 29, 2001 and the
comparable period for 2000.

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

Revenues  for  the first quarter of 2001 were $440.1 million, compared to $428.5
million  for  the  comparable  period  in 2000, an increase of $11.6 million, or
2.7%.  Operating profit,  defined  as  the  excess  of  revenues  over operating
expenses  and  certain  non-operating  expenses, was $22.8 million for the first
quarter of 2001, compared to $20.6 million for the comparable period in 2000, an
increase  of  $2.2 million or 10.8%. The increase in both revenues and operating
profit  was  attributable  to  the  award  of  several new contracts in 2000 and
increases  in  services  provided  on existing contracts. Operating profits grew
faster than revenues due to contract start-up costs in the first quarter of 2000
that  did not continue in the first quarter of 2001, losses on several contracts
in the first quarter of 2000 that did not continue in the first quarter of 2001,
and  increased profit due to additional funding/revenue  in the first quarter of
2001 for contract costs that were recognized in a prior period.

DynCorp  Information  and  Enterprise  Technology ("DI&ET") reported revenues of
$140.5 million for the first quarter of 2001, compared to $151.1 million for the
first  quarter  of  2000,  a  decrease of $10.6 million or 7.0%. The decrease in
revenues  in  the  first  quarter  of 2001 compared to the first quarter of 2000
resulted primarily from the loss of a subcontract for the Department of Commerce
for  the  2000  Census.  This contract had revenues of $9.5 million in the first
quarter of 2000. Also contributing to the decrease in revenues was the reduction
in work scope on a subcontract providing operations management to the Department
of Energy ("DoE") Hanford location and the completion of another DoE contract in
the  second  half  of  2000  that  provided  management technical and scientific
services.  Offsetting  these decreases  were increased revenues from growth in a
joint  venture  for  vaccine  technology services for the Department of Defense,
increased  tasking  on  several Indefinite Delivery Indefinite Quantity ("IDIQ")
contracts,  and  a  new  contract  that  provides  battlefield simulation system
support services and maintenance for the U.S. Army.
<PAGE>

For the first quarter ended March 29, 2001, operating profit for DI&ET increased
slightly  by  $0.2  million,  or  2.0%, to $7.9 million from $7.7 million in the
first  quarter of 2000. DI&ET experienced growth in operating profits on several
IDIQ  contracts  and  its  joint venture for vaccine technology services for the
Department of Defense. Also contributing to the increase in operating profit was
additional  funding  in the  first quarter of 2001 on a contract that was closed
out in 2000 which provided management, technical, and scientific services to the
DoE,  and losses in the first quarter of 2000 on several contracts that provided
technical  advisory services in the national security area that did not continue
in  the  first  quarter  of 2001. Offsetting these increases was the loss of the
subcontract  with  the  Department  of  Commerce  for the 2000 Census. Operating
profit on this contract in the first quarter of 2000 was $0.7 million.

DynCorp  International's  ("DI") first quarter 2001 revenues were $118.6 million
compared  to  $108.2 million for the first quarter of 2000, an increase of $10.4
million  or 9.6%. Operating profit increased by $2.2 million to $7.4 million, or
41.4%,  from $5.2 million in the first quarter of 2000. The increase in revenues
resulted  primarily from the phase-in of a new contract with the U.S. Army. This
contract  had  revenue  of  $11.3  million  in  the first quarter of 2001. Other
increases  in  revenues  resulted  from  increased  tasking  on State Department
contracts  which  provide  protective  support  and  police  services in several
countries,  increased services on a contract in support of the government's drug
eradication  program,  and  increased  tasking  on  an  international logistical
support contract including work in Bosnia and East Timor.

DI's  increase in operating profit for the first quarter of 2001 compared to the
first  quarter  of  2000  resulted  from  the higher revenues as noted above. In
addition,  operating  profits  grew  faster than revenues due to improved profit
margins  in some of its service areas. These improved profit margins resulted in
part  from  contract  start-up  costs  in the first quarter of 2000 that did not
continue in the first quarter of 2001.

DynCorp  Technical  Services'  ("DTS")  first  quarter 2001 revenues were $115.7
million compared to $101.0 million for the first quarter of 2000, an increase of
$14.8  million  or  14.6%.  Operating  profit  increased by $0.4 million to $3.6
million,  or 11.9%, from $3.2 million in the first quarter of 2000. The increase
in  revenues  and operating profit resulted from growth in its logistics support
and aviation services businesses, primarily from new military aircraft  mainten-
ance and base operations support contracts at two domestic U.S. Air Force bases.
Also contributing to the increase in revenues were increases in the  purchase of
reimbursable materials for the customer at Fort Rucker. DTS expects future  rev-
enue and operating profit increases from the  phase-in  of  another new contract
with the U.S. Air Force later this year.

Partially  offsetting these DTS increases in revenue and operating profit in the
first  quarter  of  2001  were  decreases that resulted from the sale of certain
aerospace  research  and  development  contracts  in  the third quarter of 2000.
Revenues  and  operating  profit from these contracts were $2.0 million and $0.1
million, respectively, in the first quarter of 2000.

DynCorp  Information  Systems  LLC  ("DIS") had revenues of $50.4 million in the
first quarter of 2001 as compared to $52.8 million in the first quarter of 2000,
a  decrease of $2.4 million or 4.6%. DIS' operating profit increased slightly by
$0.2  million  to $3.6 million in the first quarter of 2001 from $3.4 million in
the same period of 2000. The decrease in revenue  resulted from several programs
that  are  winding  down. While DIS has strategies in place to grow existing and
new customers, current wins to date have not been adequate to replace these lost
revenues.  The slight increase on operating profit resulted from revenue related
to recovery of contract costs that had been expensed in prior periods.

AdvanceMed ("ADVMED") had revenues of $14.9 million in the first quarter of 2001
as  compared  to  $15.4 million for the comparable period in 2000, a decrease of
$0.5 million or 3.4%. Operating profit decreased by $0.7 million to $0.3 million
from  $1.0  million  in  the  same  period of 2000. The decrease in revenues and
operating  profit  resulted from the loss of a contract that provided review and
analysis  of  military  treatment facility health care performance. In addition,
operating profit was negatively impacted by costs associated with the completion
of  a  software  product.  Partially  offsetting  the lost revenue and operating
profit was the start-up of a contract that provides review and analysis of Medi-
<PAGE>

care reimbursement for  healthcare  providers.  Management expects  that the new
Medicare  contract  will offset  the lost revenue  and operating profit from the
lost contract noted above in 2001.

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

Cost  of services for the first quarter 2001 was 94.7% of revenue as compared to
95.0%  for  the  comparable  period  in  2000. The improved margins in the first
quarter  of  2001  compared  to  the first quarter of 2000 were primarily due to
improved  margins in DTS and DI, which had combined cost of services of 95.3% in
the  first  three  months  of  2001  and 96.0% in the same period in 2000. These
improved margins were due to higher contract start-up costs in the first quarter
of 2000 that negatively affected the first quarter of 2000 margins.

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

Corporate  general  and administrative expense for the first quarter of 2001 was
$6.8 million, relatively unchanged as compared to $6.6  million  for the compar-
able period in 2000. Corporate general and administrative expense as a  percent-
age of revenue was 1.6% for the three months ended March 29,  2001  and  for the
comparable period in 2000.

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

Interest  expense was $8.4 million in the first quarter of 2001, down from $10.2
million  in  the  first  quarter  of  2000.  Interest expense as a percentage of
revenue  was 1.9% for the three months ended March 29, 2001, as compared to 2.4%
for  the  comparable  period  in  2000.  The  decrease  in  interest expense was
attributable  to  lower  average debt levels and lower average interest rates in
the  first  three  months of 2001 as compared to the first three months of 2000.
The  average levels of indebtedness were approximately $284.6 million and $355.4
million  during  the  three  months  ended  March  29,  2001 and March 30, 2000,
respectively.  Also  contributing to the decrease in interest expense was a $0.2
million  refund  of interest expense received in the first quarter of 2001 under
the new Internal Revenue Service "interest netting" principles.

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

Amortization  of  intangibles  of  acquired  companies  was $2.3 million for the
quarter  ended  March 29, 2001 as compared to $3.8 million for the first quarter
of  2000,  a  decrease  of  $1.5 million. The decrease resulted from intangibles
related  to  DIS  contracts  acquired, which became fully amortized early in the
first quarter of 2001.

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

The  provision  for  income  taxes  in  2001 and 2000 is based upon an estimated
effective  tax  rate,  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 29, 2001 from the
comparable  period  in  2000. The increase was due to higher pretax income and a
higher  effective  tax  rate  in the first quarter of 2001, compared to the same
period  in  2000.  The  Company's  effective tax rate approximated 43.0% for the
three  months ended March 29, 2001 compared to 42.0% in the comparable period in
2000.

Backlog
-------

The  Company's  backlog  of  business, which  includes  awards  under both prime
contracts  and  subcontracts  as  well as the estimated value of option years on
government  contracts,  was  $6.4  billion  at  March 29, 2001, compared to $6.1
billion  at  December  28,  2000, a net increase of $0.3 billion. The backlog at
March  29,  2001  consisted  of  $1.6 billion for DTS, $2.2 billion for DI, $1.9
billion for DI&ET, $0.2 billion for ADVMED, and $0.5 billion for DIS compared to

<PAGE>

December 28, 2000  backlog of  $1.7 billion for DTS,  $2.2 billion for  DI, $1.7
billion  for  DI&ET, $0.1 billion for ADVMED, and $0.4 billion for DIS.

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

Working  capital, defined as current assets less current liabilities, was $149.2
million  at  March  29, 2001 compared to $142.6 million at December 28, 2000, an
increase  of $6.6 million. The ratio of current assets to current liabilities at
March 29, 2001 and December 28, 2000 was 1.7 and 1.6, respectively. The increase
in  working  capital  was primarily due to decreases in certain accrued expenses
partially  offset  by  a  lower  accounts  receivable  balance. During the first
quarter  of  2001,  management  continued  to  place  emphasis on its receivable
collections and cash management.

For  the  three  months  ended  March  29,  2001,  the  Company's cash flow from
operating  activities  used $3.4 million, a decrease of $8.7 million as compared
to the same period in 2000 where operating activities provided $5.3 million. The
decrease  in  cash  provided  by  operations  resulted  from  higher payments on
accounts  payable  in the first three months of 2001 compared to the same period
in 2000.  Partially  offsetting this decrease was higher customer collections in
the first three months of 2001 as compared to the first three months of 2000.

Investing  activities  provided  funds of $1.9 million in the three months ended
March  29, 2001, as compared to $5.7 million in the three months ended March 30,
2000.  In the first quarter of 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 in 2000. Management expects
purchases of equipment and property to be lower in 2001 as compared to 2000.

Financing  activities  for  the  three  months ended March 29, 2001 totaled $0.4
million  and  included several short-term borrowing and subsequent payments of a
cumulated  sum  of  $54.4  million  under  the  Senior  Secured Credit Agreement
Revolving Credit Facility maturing December 9, 2004. During the first quarter of
2000, financing activities used funds of $7.5 million, which consisted primarily
of the payoff of the mortgage on the Alexandria office building that the Company
sold.  The  Company  also  reduced  its  outstanding borrowings under the Senior
Secured Credit Agreement -  Term B loans by $7.4 million in the first quarter of
2000. Offsetting these reductions in cash flows was the issuance of $1.5 million
of additional 15% Subordinated Notes for pay-in-kind interest.

Subsequent Event
----------------

On April 25, 2001, the Company and its wholly owned  subsidiary, DynCorp Manage-
ment  Resources,  Inc. ("DMR")  signed  an  Agreement and Plan of Reorganization
whereby DMR will merge into a subsidiary of TekInsight.Com, Inc. ("TekInsight"),
a publicly held company.  DMR, which is included in the DI&ET business  segment,
is engaged in the business of providing outsourcing services to state and  local
government agencies.  DMR revenues were $7.1 million and  $6.6  million  for the
months  ended  March 29, 2001 and March 30, 2000,  respectively,  and  operating
(loss)/profit of ($0.04) million and $0.5 million, respectively, for those  same
periods.  The  merger  is  contingent  upon  approval of the transaction by Tek-
Insight's stockholders and other conditions, including the  availability of Tek-
Insight to obtain at least $20.00 million of third-party financing, on terms and
conditions acceptable to the Company to support the  operations of the  combined
organization.  Closing  is expected to  occur  in the third quarter of 2001.  As
merger consideration, the Company would become a 40% owner of TekInsight.

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  calculat-
ion.
<PAGE>


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

                                                                                                March 29,        March 30,
                                                                                                  2001              2000
                                                                                                  ----              ----
<S>                                                                                             <C>              <C>

Net earnings                                                                                    $  3,216         $    476
   Depreciation and amortization                                                                   5,177            6,013
   Interest expense, net                                                                           8,084            9,341
   Income taxes                                                                                    2,425              344
   Amortization of deferred debt expense                                                            (472)            (271)
   Debt issue discount                                                                               (11)             (10)
                                                                                                ---------        ---------
EBITDA                                                                                          $ 18,419         $ 15,893
                                                                                                =========        =========

</TABLE>

EBITDA  (as defined above) increased by $2.5 million, or 15.9%, to $18.4 million
for  the first quarter of 2001 as compared to the comparable period in 2000. The
increase  in EBITDA in the three-month period in 2001 as compared to the similar
period  in  2000,  is  primarily  attributable  to  higher  operating profits as
discussed above.

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

Certain  matters  discussed  or  incorporated  by  reference  in this report are
forward-looking  statements  within  the meaning of the federal securities laws.
Although the Company believes that the expectations reflected  in  such forward-
looking statements are based upon reasonable assumptions, there can be no assur-
ance that its expectations will be achieved. Factors that could cause actual re-
sults 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 oper-
ations 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  has a policy to use derivative financial instruments to manage its
market  risk  exposures from fluctuations in interest rates on its floating rate
debt  and  foreign exchange rates as warranted. The Company manages its exposure
to  this  market   risk  through  the  monitoring  of  its  available  financing
alternatives  including,   in  certain  circumstances,  the  use  of  derivative
financial instruments.  The  Company  has  managed  its  exposure  to changes in
interest  rates  by  effectively  capping  at  7.5%  the base interest rate on a
notional amount of $100.0 million of its LIBOR indexed debt until February 2002.
In  December  2000, the Company entered in a two year and 28-day swap agreement,
wherein  the  Company  pays approximately 6.2% annualized interest on a notional
amount  of  $35.0  million on a quarterly basis beginning on January 4, 2001 and
ending  on  January  6, 2003. The objective of this transaction is to neutralize
the  cash  flow  variability  for  the hedged debt. The Company does not hold or
issue derivative financial instruments for trading purposes.

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

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

(a)  Exhibits

   None filed.

(b)  Reports on Form 8-K

   None filed.
<PAGE>

                                   SIGNATURES
                                   ----------

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

        DYNCORP




Date: May 11, 2001                                 /S/P.C. FitzPatrick
                                                   -----------------------------
                                                     P.C. FitzPatrick
                                                     Senior Vice President
                                                     and Chief Financial Officer



Date: May 11, 2001                                  /S/J.J. Fitzgerald
                                                    ----------------------------
                                                    J.J. Fitzgerald
                                                    Vice President
                                                    and Corporate Controller
<PAGE>