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 September 27, 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
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 November 2, 2001
-----                                         ----------------------------------
Common Stock, $0.10 par value                                         10,453,533
<PAGE>

                            DYNCORP AND SUBSIDIARIES
                                    FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 27, 2001

                                      INDEX
<TABLE>
<CAPTION>
                                                                            Page

PART I.  FINANCIAL INFORMATION
-------------------------------
<S>                                                                        <C>

Item 1.  Financial Statements

  Consolidated Condensed Balance Sheets at
     September 27, 2001 and December 28, 2000                              3-4

  Consolidated Condensed Statements of Operations for
     Three and Nine Months Ended September 27, 2001 and September 28, 2000 5

  Consolidated Condensed Statements of Cash Flows for
     Nine Months Ended September 27, 2001 and September 28, 2000           6

  Consolidated Statement of Stockholders' Equity for
     Nine Months Ended September 27, 2001                                  7

  Notes to Consolidated Condensed Financial Statements                     8-12

Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      13-19

Item 3. Quantitative and Qualitative Disclosures About Market Risk         19

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

Item 1.  Legal Proceedings                                                 20

Item 6.  Exhibits and Reports on Form 8-K                                  20

 Signatures                                                                21
</TABLE>
<PAGE>
                          PART I. FINANCIAL INFORMATION
                          -----------------------------

                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    SEPTEMBER 27, 2001 AND DECEMBER 28, 2000
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                      September 27,
                                                                                           2001                    December 28,
                                                                                         Unaudited                    2000
<S>                                                                                  <C>                          <C>
                                                                                         ---------                    ----
Assets
------
Current Assets:
 Cash and cash equivalents                                                           $    14,515                  $   12,954
 Accounts receivable (net of allowance for doubtful accounts
     of $3,457 in 2001 and $4,071 in 2000)                                               315,386                     334,354
 Other current assets                                                                     40,542                      36,570
                                                                                     -----------                  ----------
     Total current assets                                                                370,443                     383,878

Property and Equipment (net of accumulated depreciation
 and amortization of $27,049 in 2001 and $23,833 in 2000)                                 24,493                      27,766

Intangible Assets (net of accumulated amortization of
 $64,917  in 2001 and $66,193 in 2000)                                                   150,270                     181,677

Other Assets                                                                              38,205                      51,020
                                                                                     -----------                  ----------

Total Assets                                                                         $   583,411                  $  644,341
                                                                                     ===========                  ==========
</TABLE>
The  accompanying  notes  are  an  integral part of these consolidated condensed
financial statements.
<PAGE>

                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    SEPTEMBER 27, 2001 AND DECEMBER 28, 2000
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                                       September 27,
                                                                                           2001                   December 28,
                                                                                         Unaudited                   2000
                                                                                         ---------                   ----
<S>                                                                                  <C>                          <C>

Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
 Notes payable and current portion of long-term debt                                 $    13,874                  $      124
 Accounts payable                                                                         37,160                      67,761
 Deferred revenue and customer advances                                                    7,723                       7,631
 Accrued liabilities                                                                     163,428                     165,723
                                                                                     -----------                  ----------
     Total current liabilities                                                           222,185                     241,239

Long-Term Debt                                                                           270,590                     283,889

Other Liabilities and Deferred Credits                                                    46,300                      90,283

Contingencies and Litigation                                                                   -                           -

Temporary Equity:
 Redeemable common stock at redemption value -
   ESOP shares, 7,233,076 and 7,504,653
     shares issued and outstanding in 2001 and 2000,
     respectively, subject to restrictions                                               253,289                     238,346
   Other redeemable common stock, 426,217 shares issued
            and outstanding in 2001 and 2000, respectively                                 9,735                       7,984

Stockholders' Equity:
 Common stock, par value ten cents per share,
   authorized 20,000,000 shares;
   issued 5,036,627 and 4,758,897 shares
   in 2001 and 2000, respectively                                                            504                         476
 Paid-in surplus                                                                         136,298                     134,638
 Accumulated other comprehensive (loss) income                                            (1,041)                          3
 Reclassification to temporary equity for redemption value
   greater than par value                                                               (262,258)                   (245,540)
 Deficit                                                                                 (49,292)                    (64,835)
 Common stock held in treasury, at cost; 2,243,469 and
   2,264,625 shares in 2001 and 2000, respectively                                       (42,899)                    (42,142)
                                                                                     -----------                  ----------

Total Liabilities and Stockholders' Equity                                           $   583,411                  $  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                    Nine Months Ended
                                                              ------------------                    -----------------
                                                        September 27,     September 28,   September 27,     September 28,
                                                             2001             2000              2001              2000
                                                             ----             ----              ----              ----
<S>                                                     <C>               <C>             <C>               <C>

Revenues                                                $ 504,113         $ 467,673       $ 1,421,085       $ 1,341,475

Costs and expenses:
   Costs of services                                      471,675           440,795         1,339,406         1,268,470
   Corporate general and administrative                     7,297             7,828            21,326            22,484
   Interest income                                           (105)             (830)             (558)           (2,299)
   Interest expense                                         7,805            10,281            24,215            30,977
   Amortization of intangibles of acquired companies        1,191             4,174             5,621            11,264
   Other                                                     (152)             (379)             (213)             (931)
                                                        ---------         ---------       -----------       -----------
Total costs and expenses                                  487,711           461,869         1,389,797         1,329,965

Earnings before income taxes and minority interest         16,402             5,804            31,288            11,510
       Provision for income taxes                           5,791             2,175            11,527             4,062
                                                        ---------         ---------       -----------       -----------

Earnings before minority interest                          10,611             3,629            19,761             7,448
       Minority interest                                      925               625             2,470             1,839
                                                        ---------         ---------       -----------       -----------

Net earnings                                            $   9,686         $   3,004       $    17,291       $     5,609
                                                        =========         =========       ===========       ===========

    Accretion of other redeemable common stock to
         redemption value                                     628               483             1,748             1,344

Common stockholders' share of net earnings              $   9,058         $   2,521       $    15,543       $     4,265
                                                        =========         =========       ===========       ===========

Basic earnings per share                                $    0.86         $    0.24       $      1.47       $      0.41

Diluted earnings per share                              $    0.82         $    0.24       $      1.40       $      0.40

Weighted average number of shares
   outstanding for basic earnings per share                10,555            10,503            10,552            10,464

Weighted average number of shares
   outstanding for diluted earnings per share              11,110            10,718            11,075            10,679
</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>

                                                                                              Nine Months Ended
                                                                                              -----------------
                                                                                     September 28,                September 28,
                                                                                         2001                        2000
                                                                                         ----                        ----
<S>                                                                                  <C>                          <C>

Cash Flows from Operating Activities:
Common stockholders' share of net earnings                                           $  15,543                    $   4,265
Adjustments to reconcile net earnings from operations to net cash
 provided by operating activities:
 Depreciation and amortization                                                          15,083                       18,646
 Accretion of other redeemable common stock to redemption value                          1,748                        1,344
 Pay-in-kind interest on Subordinated Notes                                                  -                        3,397
 Deferred income taxes                                                                  (8,028)                      (4,464)
 Other                                                                                     215                        2,467
Changes in current assets and liabilities, net of acquisitions and
  dispositions:
 Decrease in current assets except cash and cash equivalents                            14,996                       12,436

 Decrease in current liabilities excluding
  notes payable and current portion of long-term debt                                  (32,804)                      (7,496)
                                                                                     ---------                    ---------

    Cash provided by operating activities                                                6,753                       30,595
                                                                                     ---------                    ---------

Cash Flows from Investing Activities:
Sale of property and equipment                                                           3,028                       10,628
Purchase of property and equipment                                                      (4,945)                     (15,890)
Assets and liabilities of acquired business                                                  -                       (2,500)
Assets and liabilities of business sold                                                      -                        2,300
Decrease (increase) in investments in unconsolidated affiliates                            563                       (1,536)
Other                                                                                   (2,997)                         (587)
                                                                                     ---------                    ---------
     Cash used in investing activities                                                  (4,351)                      (7,585)
                                                                                     ---------                    ---------

Cash Flows from Financing Activities:
Payments on indebtedness                                                              (200,800)                    (196,465)
Proceeds from debt issuance                                                            200,800                      179,101
Payment received on Employee Stock Ownership Trust note                                      -                        2,958
Loan to Employee Stock Ownership Trust                                                       -                         (300)
Other                                                                                     (841)                        (185)
                                                                                     ---------                    ---------
     Cash used in financing activities                                                    (841)                     (14,891)
                                                                                     ---------                    ---------

Net Increase in Cash and Cash Equivalents                                                1,561                        8,119
Cash and Cash Equivalents at Beginning of the Period                                    12,954                        5,657
                                                                                     ---------                    ---------
Cash and Cash Equivalents at End of the Period                                       $  14,515                    $  13,776
                                                                                     =========                    =========

Supplemental Cash Flow Information:
Cash paid for income taxes                                                           $   8,028                    $   4,464
                                                                                     =========                    =========
Cash paid for interest                                                               $  25,523                    $  22,957
                                                                                     =========                    =========
</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     Income (Loss)
                                      -----   -------           --------------    -------      -----     ------------
<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)         1        (88)                                          (757)
Reclassification to redeemable
   common stock                         27                         (14,970)
Accretion of other redeemable
 common stock to redemption
 value                                          1,748               (1,748)       (1,748)
Adjustment to fair value of
 derivative financial instrument                                                                           (823)
Cumulative effect of change in
 accounting principle                                                                                      (100)
Translation adjustment and other                                                                           (121)
Net earnings                                                                      17,291
                                     --------------------------------------------------------------------------------

Balance, September 27, 2001          $ 504  $ 136,298             $(262,258)    $(49,292)   $(42,899)   $(1,041)
                                     =====  =========             =========     ========    ========    =======
</TABLE>
The  accompanying  notes  are  an  integral part of these consolidated condensed
financial statements.
<PAGE>
                            DYNCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 27, 2001
    (Dollars in thousands, except per share amounts or where otherwise noted)
                                    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  accor-
      dance with generally accepted accounting principles have been condensed or
      omitted pursuant to such  rules  and  regulations.  It is recommended that
      these  condensed  financial  statements  be  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 un-
      audited consolidated condensed financial  statements  included  herein re-
      flect all adjustments (consisting of normal recurring  adjustments) neces-
      sary 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 reclas-
      sified to conform to the 2001 presentation.

Note 2.  Redeemable Common Stock

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

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

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

                                                         Balance at                                           Balance at
                                     Redeemable      September 27,                        Redeemable        December 28,
                        Shares          Value            2001                 Shares         Value               2000
                        ------          -----            ----                 ------         -----               ----
<S>                  <C>               <C>              <C>                <C>               <C>              <C>

ESOP Shares          3,118,664         $39.00           $121,628           3,313,729         $35.25           $116,809
                     4,114,412         $32.00            131,661           4,190,924         $29.00            121,537
                     ---------                           -------           ---------                           -------
                     7,233,076                          $253,289           7,504,653                          $238,346
                                                        ========                                              ========

Other Shares           426,217         $22.84            $ 9,735             426,217         $18.73           $  7,984
                                                         =======                                              ========
</TABLE>

Note 3.  Income Taxes

      The  provisions for income taxes in 2001 and 2000 are based upon estimated
      effective  tax  rates .  These  rates  include  the  impact  of  permanent
      differences  between  the  book basis of assets and liabilities recognized
      for  financial  reporting  purposes  and  the  basis  recognized  for  tax
      purposes.

Note 4.  Earnings Per Share

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


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

                                                         September 27,    September 28,    September 27,    September 28,
                                                              2001             2000             2001            2000
                                                              ----             ----             ----            ----
<S>                                                          <C>             <C>               <C>             <C>

Weighted average shares outstanding for basic EPS            10,555          10,503            10,552          10,464
   Effect of dilutive securities:
      Stock options                                             555             215               523             215
                                                             ------           ------           ------          ------
Weighted average shares outstanding for diluted EPS          11,110           10,718           11,075          10,679
                                                             ======           ======           ======          ======
</TABLE>

Note 5.  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 amendment 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 current earnings or other comprehensive income
     based on the guidelines stipulated in FAS 133. The adoption of the standard
     did  not  have  a  material  impact 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
<PAGE>
     described below during the first nine months of 2001 resulted in a decrease
     in accumulated other comprehensive income of $0.8 million.

     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
     into  a  two-year-and-28-day  swap  agreement,  wherein  the  Company  pays
     approximately  6.2%  annualized  interest  on  a  notional  amount of $35.0
     million  on  a  quarterly  basis beginning on January 4, 2001 and ending on
     January 6, 2003. The  objective  of  this  transaction is to neutralize the
     cash  flow  variability  for  the hedged debt. The Company does not hold or
     issue derivative financial instruments for trading purposes.

Note 6.  Recently Issued Accounting Pronouncements

     In  June 2001, the Financial Accounting Standards Board ("FASB") issued FAS
     No. 141, "Business Combinations"  and  FAS  No. 142,  "Goodwill  and  Other
     Intangible  Assets." FAS 141  requires  all business combinations initiated
     after  June 30, 2001  to  be  accounted  for using the purchase method. The
     provisions  of  FAS 142 eliminate amortization of goodwill and identifiable
     intangible assets with indefinite lives and require  an  impairment assess-
     ment at least annually by applying a fair-value based test.  The Company is
     required to adopt FAS 142 on December 28, 2001 (the beginning of the fiscal
     year after December 15, 2001). The Company anticipates  an  annual increase
     to  common  stockholders'  share  of  net  earnings of  approximately  $4.9
     million,  or  $0.44  per  diluted  share,  from the elimination of goodwill
     amortization.   Management  continues to  estimate the  impact on  reported
     financial position and results of  operations for the  other  provisions of
     the statements.

     In June 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement
     Obligations."  FAS  143  addresses  financial  accounting and reporting for
     obligations  associated  with  the retirement of tangible long-lived assets
     and the associated asset retirement costs.  This statement is effective for
     financial statements issued for fiscal years beginning after June 15, 2002.
     In August 2001, the FASB issued FAS No. 144, "Accounting for the Impairment
     or Disposal of Long-Lived Asset." FAS 144 supercedes FAS 121 and Accounting
     Principles  Board  Opinion No. 30 by establishing a single accounting model
     for  long-lived  assets  to  be  disposed  of  by  sale.  This statement is
     effective  for financial statements issued for fiscal years beginning after
     December 15, 2001 and interim periods within those fiscal years. Management
     does  not  expect  FAS  143  or  FAS  144  to have a material impact on the
     Company's results of operations or financial condition.

Note 7.  Business Segments

     Effective  January 1, 2001,  the  Company  realigned  its  three  Strategic
     Business  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
     technology solutions, and will continue to provide maintenance worldwide to
     support  U.S.  military  aircraft.  DTS  provides  a  myriad of specialized
     technical  services  including aviation services, range technical services,
     base  operations, and logistics support. DynCorp Information and Enterprise
     Technology  ("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. DI&ET
     includes  DynCorp  Management Resources, Inc. ("DMR"), which is expected to
     be divested in the fourth quarter of
<PAGE>
     2001 (see Note 8). 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 integra-
     tion,  information  infrastructure  solutions,  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
     presented below:
<TABLE>
<CAPTION>

                                                               Three Months Ended                Nine Months Ended
                                                               ------------------                -----------------
                                                        September 27,     September 28,   September 27,     September 28,
                                                            2001                 2000          2001              2000
                                                            ----                 ----          ----              ----

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

Revenues
--------
   DI&ET                                                $ 158,005         $ 157,154        $   445,292       $   462,350
   DI                                                     136,749           114,710            386,633           331,319
   DTS                                                    134,325           120,653            376,092           329,827
   DIS                                                     60,290            57,904            167,375           168,780
   ADVMED                                                  14,744            17,252             45,693            49,199
                                                        ---------         ---------        -----------       -----------
                                                        $ 504,113         $ 467,673        $ 1,421,085       $ 1,341,475
                                                        ==========        =========        ===========       ===========

Operating Profit (a)
----------------
   DI&ET                                                $  11,024         $  9,202         $    26,681       $    26,146
   DI                                                       9,918            7,701              25,790            18,310
   DTS                                                      5,508            3,671              12,218            10,748
   DIS                                                      5,405            4,935              13,132            13,449
   ADVMED                                                     515              932               2,209             2,838
                                                        ---------         --------         -----------       -----------
                                                           32,370           26,441              80,030            71,491

 Corporate general and administrative                       7,297            7,828              21,326            22,484
 Interest income                                             (105)            (830)               (558)           (2,299)
 Interest expense                                           7,805           10,281              24,215            30,977
 Goodwill amortization                                        412            1,369               3,042             3,196
 Amortization of other intangibles of acquired
   companies                                                  779            2,805               2,579             8,068
 Minority interest included in operating profit              (925)            (625)             (2,470)           (1,839)
 Other miscellaneous                                          705             (191)                608              (606)
                                                        ---------         --------         -----------       -----------
 Earnings before income taxes and minority interest     $  16,402         $  5,804         $    31,288       $    11,510
                                                        =========         ========         ===========       ===========
</TABLE>

<TABLE>
<CAPTION>

                                                        September 27,                     December 28,
                                                            2001                              2000
                                                            ----                              ----
<S>                                                     <C>                               <C>

  Identifiable Assets
  -------------------
     DI&ET                                              $ 138,221                         $  145,733
     DI                                                    58,992                             83,040
     DTS                                                  121,452                            111,849
     DIS                                                  173,503                            230,544
     ADVMED                                                26,529                             26,815
     Corporate                                             64,714                             46,360
                                                        ---------                         ----------
                                                        $ 583,411                         $  644,341
                                                        =========                         ==========
</TABLE>

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

Note 8.  Recent Developments

     On  April 25, 2001, the Company and its wholly owned subsidiary, 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 $28.3 million and $19.8 million for the nine
     months  ended  September 27, 2001 and September 28, 2000, respectively, and
     operating profit/(loss) of $0.01 million and ($0.04) million, respectively,
     for  those  same periods. These revenues and operating profits/(losses) are
     included  in  the  DI&ET amounts noted above. The merger is contingent upon
     approval  of the transaction by TekInsight's stockholders and other  condi-
     tions, including the ability 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  before  year-end.  As  merger  consideration,  the Company would
     receive approximately 40% of the common equity of TekInsight, which will be
     renamed DynTek, Inc.

     On  September  11 ,  2001 ,  the  United  States  was  attacked  by foreign
     terrorists. The United States has responded to this act of war by increased
     homeland  defense  and military retaliation overseas. These events have not
     had  a  significant  negative  financial  impact on the Company. Management
     expects  increased  business activity on several contracts with the Federal
     Government,  and  thereby  expects increased revenues in the fourth quarter
     and  in  2002  as well. At this time, management is not able to project the
     total financial impact on its statements of operations or cash flows.

Note 9.  Other Liabilities

     At the end of the third quarter of 2001, the Company reversed approximately
     $36.9  million  of  contract  loss  reserves as a result of entering into a
     modification  of  a contract on October 16, 2001. The contract was acquired
     as  part  of  the  DIS  acquisition  in  December  1999. As a result of the
     modification,  the Company amended the purchase accounting, which decreased
     goodwill  by  $23.2  million  (net of  accumulated  amortization  of   $0.8
     million),  deferred  tax assets  by  $12.9 million, and goodwill  amortiza-
     tion  expense by  $0.8  million.  The  modification increased the  expected
     future  levels of revenue and increased some expected future costs on  this
     fixed  price  contract  with  the customer. The modification is expected to
     reduce the projected losses from this contract.
<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
internationally.  The  Company's  customers include various branches of the U.S.
Departments of Defense, Energy, State, and Justice, the Drug Enforcement Agency,
the  National  Institutes  of  Health, the National Aeronautics and Space Admin-
istration  and  various other U.S., state and local government agencies, commerc
-ial clients  and  foreign  governments.  The  following discusses the Company's
results  of  operations  and  financial  condition for the three and nine months
ended September 27, 2001 and the comparable periods for 2000.

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

For  the  three and nine months ended September 27, 2001, revenue increased 7.8%
and  5.9%  to  $504.1  million  and  $1,421.1 million, respectively, compared to
$467.7  million  and $1,341.5  million  for  the  comparable  periods  in  2000.
Operating  profit, defined as the excess of revenues over operating expenses and
certain  non-operating  expenses, increased 22.4% and 11.9% to $32.4 million and
$80.0 million, respectively, compared to $26.4 million and $71.5 million for the
comparable periods in 2000.

DynCorp  Information  and  Enterprise  Technology  ("DI&ET")  reported  a slight
increase in third quarter revenues of 0.5% to $158.0 million over the comparable
period  in 2000 and a slight decrease in year-to-date revenues of 3.7% to $445.3
million  over  the  nine  months  ended  September  28, 2000.  DI&ET  recognized
increased  revenues  in  both the three and nine months ended September 27, 2001
from  growth  in  a  joint  venture  for  vaccine  technology  services  for the
Department  of  Defense  ("DoD"),  a  new  contract  that  provides  battlefield
simulation  system support services and maintenance for the U.S. Army, and a new
contract  with  the  DoD  which provides security background investigations. The
battlefield  simulation  contract  and  the  security  background investigations
contract  were  both  awarded  in  the  second  quarter  of  2000  and are fully
operational  in  2001. These two new contracts provided revenues of $8.0 million
and  $19.2  million  in the third quarter and nine months of 2001, respectively.
Management  expects  growth  in  revenues  on  the  vaccine  technology services
contract  and  the battlefield simulation contract and slower growth in revenues
on the background security investigations contract in the fourth quarter of 2001
and  in  2002. Also contributing to higher revenues in the three and nine months
ended  September  27, 2001 was a new contract in the third quarter of 2001 which
provides  non-emergency  medical  transportation services in the Commonwealth of
Virginia.  This  contract  provided revenues of $7.9 million in the three months
ended  September  27,  2001  and contributed to the slight increase in the third
quarter  revenues  over  the prior year period. The contract is expected to have
continued  growth in the fourth quarter of 2001 and in 2002; however, it is part
of  DynCorp Management Resources, Inc. ("DMR"), which is expected to be divested
in  the  fourth  quarter of 2001. Offsetting these increases in revenues was the
successful  completion  of  a subcontract for the Department of Commerce for the
2000  Census  in  November 2000. This contract had revenues of $14.6 million and
$40.4  million  in  the  three  and  nine  months ended September 28, 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
quarter of 2000 that provided management, technical and scientific services.
<PAGE>
For  the  three  and  nine months ended September 27, 2001, operating profit for
DI&ET  increased 19.8% to $11.0 million and 2.0% to $26.7 million, respectively,
compared  to  the  same  prior  year  period  amounts  of $9.2 million and $26.2
million.  The increase in operating profit resulted primarily from profit on the
new  battlefield simulation and the background security investigations contracts
that  are  noted  above and increased tasking on the vaccine technology services
contract  that  is  also  noted  above. The larger increase in the third quarter
operating profit as compared to prior year was due primarily to the new contract
in  DMR,  which  provides  non-emergency  medical transportation services in the
Commonwealth of Virginia and increased profitability on a contract with the U.S.
Postal  Service. These two contracts provided operating profit increases of $3.1
million  in the third quarter. Offsetting the increases in operating profits was
the  completion  of  the subcontract for the Department of Commerce for the 2000
Census  and  the reduction in work scope on the DoE Hanford location subcontract
as  noted  above.  In  addition,  operating  profit  was  negatively impacted by
start-up  costs  on an Indefinite Delivery Indefinite Quantity ("IDIQ") contract
providing  workstation  support  for  the Commonwealth of Virginia and by higher
costs  associated  with  a  contract  that  provides  transportation to Medicaid
patients in the State of Connecticut. Both of these contracts are in DMR.

The  subcontract providing operations management to the DoE Hanford location was
ended  effective September 30, 2001. Revenues for this subcontract totaled $74.9
million  and  $82.3  million  for  the  nine months ended September 27, 2001 and
September 28, 2000, respectively. Operating profits for this subcontract for the
nine months ended September 27, 2001 and September 28, 2000 totaled $2.2 million
and $3.9 million, respectively.

DynCorp  International's  ("DI") third quarter and nine-month 2001 revenues grew
by  19.2%  and  16.7%  to  $136.8  million  and $386.6 million, respectively, as
compared  to  the  same prior year periods of $114.7 million and $331.3 million.
The increases over the prior year comparable periods were primarily attributable
to  the  phase-in of two new contracts: one which was awarded in August 2000 and
provides maintenance and logistical support to the U.S. Army and the other which
was  awarded  in  April  2000  and  provides  maintenance, storage, and security
support  to  the  United  States  Central  Command  Air  Forces. These contracts
reported  combined revenues of $30.1 million and $74.3 million for the three and
nine  months  ended  September 27, 2001. Management is expecting growth on these
two contracts in the fourth quarter of 2001 and also in 2002. Other increases in
revenues  resulted  largely  from  increased  services  on  a  contract with the
Department  of  State  ("DoS")  in  support of the government's drug eradication
program  primarily  in  South America and to a smaller extent, a new contract in
2001  that  provides  personnel  services  for U.S. embassies. This DoS contract
provided  revenues  of  $22.8  million  and $60.7 million for the three and nine
months ended September 27, 2001. Offsetting these increases was decreased volume
on  an  IDIQ  contract  that  provides  combat  support,  combat service support
augmentation  and  force  provided  training  modules to the U.S. Army and other
military services. Management is expecting an increase in revenues in the fourth
quarter  of  2001  on  this  contract due to a new delivery order. Other smaller
decreases  from  prior  year  revenues  were due to the completion of a contract
providing logistics support to the United Nations in Sierra Leone, the loss of a
contract that provided services in support of the U.S. United Nations mission in
Kosovo, and the phasing down of an International Police Task Force contract with
the  DoS  in  Bosnia.  The combined revenue reductions compared to prior year on
these  four  contracts totaled $8.3 million and $21.0 million, respectively, for
the three and nine months ended September 27, 2001. These losses are expected to
be  offset  completely  in the fourth quarter of 2001 and in 2002 by the two new
contracts noted above.

DI's  operating profit increased to $9.9 million and $25.8 million for the three
and  nine  months  ended September 27, 2001, respectively, from $7.7 million and
$18.3  million  for  the  comparable  periods  in 2000, an increase of 28.8% and
40.9%, respectively. DI's profit  increases resulted from the higher revenues as
noted  above.  Operating profit grew faster than revenues due to improved profit
margins  in some of its service areas. These improved profit margins resulted in
part from contracts which started in the first nine months of 2000. In addition,
operating  profits  increased from a modification to the DoS contract supporting
the  government's drug eradication programs noted above that added both base and
award fees in 2001.

DynCorp  Technology  Services'  ("DTS")  revenues  for the three and nine months
ended  September 27, 2001, grew 11.3% and 14.0%, respectively, to $134.3 million
and  $376.1 million, respectively, compared to $120.7 million and $329.8 million
for  the  comparable  periods  in 2000. The increase in the three and nine month
<PAGE>
revenues  compared to the same periods in 2000 resulted from continued growth in
its  logistics  support  and  aviation  services  businesses, primarily from new
military  aircraft  maintenance  and  base  operations  support contracts at two
domestic  U.S.  Air  Force  bases.  These  two new U.S. Air Force base contracts
(which both began in the first half of 2001) provided combined revenues of $17.7
million  and  $43.4  million  for  the three and nine months ended September 27,
2001.  An  additional  U.S.  Air Force base contract that began in 2000 recorded
increased  revenues  the  third quarter and nine months ended September 2001 and
provided  revenues of $8.7 million and $23.7 million for those periods. Slightly
offsetting the increases in  revenue was the  novation of certain  aerospace re-
search and development contracts  in the third quarter of 2000. Revenues for the
nine months ended  September 28, 2000  for the  aerospace  contracts  were  $5.5
million.  DTS expects future revenue increases from  the  completion of a phase-
in of another new contract with the U.S. Air Force in March 2002.

Operating  profit  for  DTS  increased 50.0% and 13.7% to $5.5 million and $12.2
million for the three and nine months ended September 27, 2001, compared to $3.7
million  and  $10.8 million for the comparable prior year periods. The increases
in the operating profits were due primarily to the increased revenues on the new
air  force  base  contracts  that  are  noted  above  and also losses on certain
aerospace  contracts  in 2000 that did not continue in 2001. The larger increase
in  the  third  quarter  operating profit resulted from lower marketing costs as
compared to the same prior year period. These marketing costs are expected to be
lower in the fourth quarter of 2001 as well. Slightly offsetting these increases
in  operating  profit  was the  loss of  operating  profit from the  novation of
certain aerospace research and development contracts as noted above.

DynCorp  Information  Systems  LLC's ("DIS") revenues increased by 4.1% to $60.3
million  and  decreased slightly by 0.8% to $167.4 million for the third quarter
and  nine  months of 2001, respectively, as compared to $57.9 million and $168.8
million  the same prior year periods in 2000. DIS' operating profit increased by
9.5% to $5.4 million and decreased by 2.4% to $13.1 million in the third quarter
and  nine  months  of  2001, respectively, as compared to $4.9 million and $13.5
million  in the same periods of 2000. There were third quarter increases in both
revenues  and  operating  profits  due to the start up of a new contract in 2001
with  the Federal Bureau of Investigation for computer installations. Management
is  expecting  further  increases  in  revenues  and  operating profits for this
contract  in the fourth quarter and in 2002. The decrease in nine-month revenues
and  operating  profit resulted from several programs that are winding down. DIS
has  strategies  in  place  to  grow other existing and new customers to replace
these lost revenues and operating profits.

AdvanceMed ("ADVMED") reported  revenues  of  $14.7 million and $45.7 million in
the three and nine months ended September 27, 2001, respectively, as compared to
$17.3  million  and  $49.2  million  in  the  same  prior year periods. ADVMED's
operating  profits  were  $0.5  million  and  $2.2 million in the three and nine
months  ended  September 27, 2001, respectively, as compared to $0.9 million and
$2.8  million  in the comparable periods of 2000. The decreases of $2.5 million,
or 14.5%, and $3.5 million, or 7.1%, respectively, in revenues for the three and
nine  months  ended  September 27, 2001 and the decrease in operating profits of
$0.4 million, or 44.7% and $0.6 million, or 22.2%, for the three and nine months
ended September 27, 2001 over the same periods in 2000 were primarily due to the
loss  of  a  subcontract with the U.S. Army that provided review and analysis of
military  health care facilities' performance. In addition, operating profit was
negatively  impacted  by  costs  associated  with the completion of a commercial
software  product.  Partially  offsetting  the lost revenue and operating profit
were the start-up of several task orders for a contract that provides review and
analysis  support  for  the  Centers for Medicaid and Medicare Services ("CMS"),
formerly  known  as  the  Health  Care  Financing  Administration,  and also the
collection  of  an account receivable in the first half of 2001 that was written
off  in  a  prior year of $0.8 million. Management expects that the new CMS task
orders  will  offset  the lost revenue and operating profit from the loss of the
contract  in  2001  that  provided  review  and analysis of military health care
facilities' performance.
<PAGE>
Cost of Services
----------------

Cost  of services for the third quarter and first nine months of 2001 was $471.7
million  and  $1,339.4  million,  respectively,  compared  to $440.8 million and
$1,268.5  million  for  the  same periods in 2000. For the three and nine months
ended September 27, 2001, cost of services was 93.6% and 94.3%, respectively, of
revenue  and  was  relatively  unchanged as compared to 94.3% and 94.6% for same
periods in 2000.

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

Corporate  general  and  administrative  expense for the third quarter and first
nine  months  of  2001  was  $7.3  million  and  $21.3 million, respectively, as
compared to $7.8 million and $22.5 million for the comparable periods in 2000, a
decrease  of $0.5 million and $1.2 million. Corporate general and administrative
expense  as  a  percentage  of  revenue was 1.4% and 1.5% for the three and nine
months  ended  September 27, 2001 as compared to 1.7% for the comparable periods
in 2000. The expense decrease relates primarily to higher costs incurred in 2000
for  converting  DIS  to the Company's financial systems, which was completed in
the  fourth  quarter  of  2000.  Management  expects  that corporate general and
administrative  expense will continue in 2001 to be slightly less than the prior
year  as  a  result  of the completion of the conversion of DIS to the Company's
financial systems in 2000.

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

Interest  expense  in  the  third  quarter  of  2001 was $7.8 million or 1.5% of
revenues, as compared to $10.3 million or 2.2% of revenues reported in the third
quarter  of 2000. For the nine months ended September 27, 2001, interest expense
was  $24.2  million  or 1.7% of revenues as compared to $31.0 million or 2.3% of
revenues for the first nine months of 2000. The decrease in interest expense was
attributable  to  lower  average debt levels and lower average interest rates in
the  three  and nine months of 2001 as compared to the same periods in 2000. The
average  levels  of  indebtedness  were  approximately $285.3 million and $344.3
million  in  the  nine  months  ended September 27, 2001 and September 28, 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 $1.2 million and  $5.6
million  for  the  three and nine months ended September 27, 2001, respectively,
compared  to  $4.2 million and $11.3 million for the comparable periods of 2000.
The  decreases  from 2000 of $3.0 million, or 71.5%, and $5.6 million, or 50.1%,
for the three and nine month  periods, respectively, resulted  from  intangibles
related  to  DIS  contracts  acquired, which became fully amortized early in the
first  quarter of 2001. Also contributing to the decreases was the third quarter
adjustment of $0.8 million  to goodwill amortization expense and related accumu-
lated amortization. This adjustment resulted from a decrease in goodwill, net of
accumulated amortization, of $23.2 million  due to a purchase accounting adjust-
ment  in  the  third quarter  of  2001. The Company reversed approximately $36.9
million of contract loss reserves as a result of entering into a modification of
a contract on October 16, 2001.  Deferred  tax  assets  also  decreased by $12.9
million. This contract was acquired as part of the DIS acquisition  in  December
1999 and the modification is expected to reduce losses from this contract.

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

The  provisions  for  income  taxes  in  2001  and 2000 are based upon estimated
effective  tax  rates, including the impact of permanent differences between the
book basis of assets and liabilities recognized for financial reporting purposes
and  the  basis  recognized  for  tax  purposes. The  provision for income taxes
increased  by  $3.6 million and $7.5 million for the three and nine months ended
September  27, 2001,  respectively, from  the  comparable  periods  in 2000. The
increases were due to  higher  pretax income and offset by  lower  effective tax
rates in the third  quarter and first  nine months of 2001, compared to the same
periods in 2000. The Company's effective tax
<PAGE>
rate  approximated 37.4% and 40.0% for the three and nine months ended September
27, 2001, compared to 42.0% in the comparable  periods in  2000.  Effective  tax
rates are lower in the three and  nine months ended  September 27, 2001  as com-
pared to the same periods in 2000 due to the higher book income in 2001 diluting
the  effect of  the  permanent   adjustments  between the  book and tax basis of
assets.

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  $6.8 billion at September 27, 2001 compared to $6.1
billion  at  December 28, 2000,  a  net increase of $0.7 billion. The backlog at
September 27, 2001  consisted  of  $2.3  billion for DI&ET, $2.3 billion for DI,
$1.7 billion for DTS, $0.4 billion for DIS, and $0.1 billion for ADVMED compared
to  December 28, 2000  backlog  of  $1.7 billion for DI&ET, $2.2 billion for DI,
$1.7 billion for DTS, $0.4 billion for DIS and $0.1 billion for ADVMED.

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

Working  capital, defined as current assets less current liabilities, was $148.3
million  at  September 27, 2001 compared to $142.6 million at December 28, 2000,
an  increase  of  $5.6 million, or 3.9%.  The ratio of current assets to current
liabilities  at   September 27, 2001  and  December 28, 2000  was 1.7  and  1.6,
respectively. The increase in working capital  was primarily the result of lower
accounts  payable  balances,  offset  by  higher  portions of the Senior Secured
Credit  Agreement  Term  A loans becoming current as of September 27, 2001 and a
lower  accounts  receivable  balance.  During  the  first  nine  months of 2001,
management  continued  to  place emphasis on its receivable collections and cash
management.

Cash  provided  by operations was $6.8 million in the first nine months of 2001,
as  compared  to  $30.6  million  cash  provided by operations in the first nine
months  of  2000,  a  decrease of $23.8 million. The decrease resulted primarily
from  payments  on  accounts  payable,  offset by higher collections on accounts
receivable.

Investing  activities  used  funds  of $4.4 million during the nine months ended
September 27, 2001, as compared to $7.6 million for the same period in 2000. The
Company  used  funds  to  purchase $5.0 million in property and equipment in the
first  nine  months of  2001, while it sold property and equipment that provided
funds  of  $3.0  million.  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.  Offsetting the cash provided from the sale of the office building was
cash  used  for  the  purchase  of other property and equipment of approximately
$15.9  million. In September 2000, the Company purchased $2.5 million of certain
net  assets of a company which develops and markets proprietary decision-support
software  and  provides  related  consulting  services  to  evaluate and profile
performance  of  providers engaged by healthcare payers. Also in September 2000,
the  Company sold $2.3 million of certain net assets of a DTS aerospace research
and  development  unit.

Financing  activities  used  funds  of $0.8 million and $14.9 million during the
nine months ended September 2001 and 2000, respectively. Financing activities in
the  first  nine  months  of  2001  included  several  short-term borrowings and
subsequent  payments  of  a  cumulated  sum  of  $200.8 million under the Senior
Secured Credit Agreement Revolving Credit Facility maturing December 9, 2004. In
the  first  nine  months  of  2000, the Company's financing activities 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  $7.9  million  and  the  Senior Secured Credit
Agreement  Revolving  Credit Facility by a net of $7.0 million. Offsetting these
reductions  in  cash flows was the receipt of $2.7 million on loans to the ESOT.

Recent Developments
-------------------

On  April  25, 2001,  the  Company  and  its  wholly  owned  subsidiary, DynCorp
Management  Resources ,  Inc.  ( " DMR " )  signed  an  Agreement  and  Plan  of
Reorganization whereby DMR will merge into a subsidiary of
<PAGE>
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
$28.3 million and $19.8 million for the nine months ended September 27, 2001 and
September 28, 2000,  respectively,  and operating profit/(loss) of $0.01 million
and  ($0.04) million,  respectively,  for those same periods. These revenues and
operating  profits/(losses)  are  included in the DI&ET amounts noted above. The
merger  is  contingent  upon  approval of the transaction by TekInsight's stock-
holders  and  other conditions, including the ability 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 before year-end. As merger consideration, the Company would
receive  approximately  40%  of  the  common equity of TekInsight, which will be
renamed DynTek, Inc.

On September 11, 2001, the United States was attacked by foreign terrorists. The
United States has responded to this act of war by increased homeland defense and
military  retaliation overseas. These events have not had a significant negative
financial  impact on the Company. Management expects increased business activity
on  several contracts with the Federal Government, and thereby expects increased
revenues  in the fourth quarter and in 2002 as well. At this time, management is
not  able  to project the total financial impact on its statements of operations
or cash flows.

At  the  end  of  the  third quarter of 2001, the Company reversed approximately
$36.9  million  of  contract  loss  reserves  as  a  result  of  entering into a
modification  of  a  contract  on October 16, 2001. The contract was acquired as
part  of  the DIS acquisition in December 1999. As a result of the modification,
the  Company  amended the purchase accounting, which decreased goodwill by $23.2
million (net of accumulated amortization of $0.8 million), deferred  tax  assets
by $12.9 million, and goodwill amortization expense by $0.8 million. The modifi-
cation increased the  expected  future  levels  of  revenue and  increased  some
expected future costs on  this fixed price contract with the customer. The modi-
fication is expected to reduce the projected losses from this contract.

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 calcula-
tion.
<PAGE>
The following represents the Company's computation of EBITDA (in thousands):
<TABLE>
<CAPTION>


                                                               Three Months Ended                  Nine Months Ended
                                                               ------------------                  -----------------
                                                          September 27,    September 28,     September 27,     September 28,
                                                              2001              2000              2001             2000
                                                              ----              ----              ----             ----
<S>                                                          <C>               <C>               <C>              <C>

Net earnings                                                 $ 9,686           $  3,004          $ 17,291         $  5,609
   Depreciation and amortization                               3,980              6,608            15,083           18,646
   Interest expense, net                                       7,700              9,451            23,657           28,678
   Income taxes                                                5,791              2,175            11,527            4,062
   Amortization of deferred debt expense                        (621)              (283)           (1,985)            (986)
   Debt issue discount                                           (13)               (11)              (35)             (32)
                                                             -------           --------          --------         --------
EBITDA                                                       $ 26,523          $ 20,944          $ 65,538         $ 55,977
                                                             ========          ========          ========         ========
</TABLE>

EBITDA  (as defined above) increased by $5.6 million, or 26.6%, to $26.5 million
for  the third quarter of 2001 as compared to the comparable period in 2000. For
the  first  nine months of 2001, EBITDA grew by $9.6 million, or 17.1%, to $65.5
million as compared to the first nine months of 2000. The increases in EBITDA in
the  three and nine month periods in 2001, as compared to the similar periods in
2000, are primarily attributable to higher operating profits as discussed above.
Management  expects  increases  in EBITDA in 2002 due primarily to new contracts
and  growth on contracts with the Federal Government due to U.S. response to the
terrorist  attacks on September 11, 2001, although projection of those increases
is not possible at this time.

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
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 opera-
tions 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 alter-
natives  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. For more information related to the
Company's  floating  rate  debt, see  Long-term Debt in the Notes to the Consol-
idated Financial Statements in the Form 10-K.
<PAGE>
PART II - OTHER INFORMATION
---------------------------

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

     Miami  International  Airport  Environmental  Claims - The Company has been
     advised  by  the  purchasers  of  two  former  subsidiaries (DynAir Tech of
     Florida,  Inc.  and DynAir Services Inc.) of potential environmental claims
     by Dade County, Florida, arising out of the former subsidiaries' conduct of
     business  at  Miami International Airport (MIA). Claims for indemnification
     are being asserted pursuant to divestiture agreements entered into in 1995.
     The Company has assumed defense of these allegations with  a  full reserva-
     tion of rights. A lawsuit was filed in April 2001 by Dade County in Florida
     State Court against DynAir Tech's  successor-in-interest,  Sabretech, Inc.,
     and 16 other defendants, but neither Sabretech nor any other  named defend-
     ant has  been  served. DynAir  Services is not presently a named defendant,
     although  it  is  one  of  an  additional 200 companies that the County has
     identified  as  having  possible  responsibility  for contamination at MIA.
     Under the terms of the DynAir Tech divestiture agreement, the  purchaser is
     responsible  for  the  first  $125,000 of cost incurred as a result of such
     claims; however, the Company is required to assume full  responsibility for
     all costs to the extent claims exceed $125,000. If the  Company is required
     to indemnify under the DynAir Services divestiture agreement,  it  would be
     responsible for all  related costs. The County's complaint specifies $167.0
     million  of incurred and $204.0 million of future damages against the named
     defendants. Defense has been tendered to certain of the Company's insurance
     carriers,  although  no  coverage  determination has been made. Both DynAir
     Services and Sabretech are represented by environmental defense counsel and
     intend  to  vigorously  defend  against  the allegations. At this time, the
     Company  cannot  reasonably  determine  the  exposure,  if any, to possible
     losses from these claims.

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

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: November 9, 2001

                                      /S/ P.C. FitzPatrick
                                      ---------------------------
                                      P.C. FitzPatrick
                                      Senior Vice President
                                      and Chief Financial Officer



Date: November 9, 2001
                                      /S/ J.J. Fitzgerald
                                      ---------------------------
                                      J.J. Fitzgerald
                                      Vice President
                                      and Corporate Controller

<PAGE>