FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


       For the quarterly period ended                 September 26, 1996


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


For the transition period from                 to


Commission file number                      1-3879


                                DynCorp
            (Exact name of registrant as specified in its charter)

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

     2000 Edmund Halley Drive, Reston, VA             20191-3436
   (Address of principal executive offices)           (Zip Code)

                             (703) 264-0330
           (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.     Yes   X    No

      Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.  8,082,159 shares
of common stock having a par value of $0.10 per share were outstanding at
September 26, 1996.


                                    DYNCORP

                                     INDEX

PART I.  FINANCIAL INFORMATION

     Consolidated Condensed Balance Sheets -
         September 26, 1996 and December 31, 1995

     Consolidated Condensed Statements of Operations -
         Three and Nine Months Ended September 26, 1996
         and September 28, 1995

     Consolidated Condensed Statements of Cash Flows -
         Nine Months Ended September 26, 1996
         and September 28, 1995

     Consolidated Statement of Permanent Stockholders' Equity

     Notes to Consolidated Condensed Financial Statements

     Management's Discussion and Analysis of Financial Condition
         and Results of Operations

PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 6.  Exhibits and Reports on Form 8-K

     Signatures

     Exhibit 11 - Computations of Earnings Per Common Share


                            PART I. FINANCIAL INFORMATION

                               DYNCORP AND SUBSIDIARIES
                         CONSOLIDATED CONDENSED BALANCE SHEETS
                       SEPTEMBER 26, 1996 AND DECEMBER 31, 1995
                                (Dollars in Thousands)


                                                     September 26,
                                                         1996       December 31,
                                                       Unaudited         1995
Assets
Current Assets:
 Cash and short-term investments                      $  17,794       $  31,151
 Accounts receivable and contracts in process (Note 3)  181,345         179,706
 Inventories of purchased products and supplies,
    at lower of cost (first-in, first-out) or market      1,031           1,383
 Other current assets                                     8,489           8,095
    Total current assets                                208,659         220,335

Property and Equipment (net of accumulated
 depreciation and amortization of $22,412 in 1996
 and $22,600 in 1995)                                    19,241          19,028

Intangible Assets (net of accumulated amortization
   of $41,193 in 1996 and $39,598 in 1995) (Note 4)      50,595          50,689

Other Assets (Notes 3 and 12)                            81,008          85,438

Total Assets                                          $ 359,503       $ 375,490

See accompanying notes to consolidated condensed financial statements.

                               DYNCORP AND SUBSIDIARIES
                         CONSOLIDATED CONDENSED BALANCE SHEETS
                       SEPTEMBER 26, 1996 AND DECEMBER 31, 1995
                    (Dollars in Thousands Except Per Share Amounts)



                                                    September 26,
                                                        1996        December 31,
                                                      Unaudited         1995
Liabilities and Stockholders' Equity
Current Liabilities:
 Notes payable and current portion of
    long-term debt (Note 5)                           $ 100,748       $   1,260
 Accounts payable                                        36,027          38,007
 Advances on contracts in process                         2,214           4,814
 Accrued taxes                                            1,689          11,374
 Accrued liabilities                                     93,806         100,152
    Total current liabilities                           234,484         155,607

Long-Term Debt                                            3,696         104,112

Other Liabilities and Deferred Credits (Note 12)         89,282          89,909

Contingencies and Litigation (Note 12)                        -               -

Temporary Equity:
 Redeemable Common Stock -
    ESOP Shares, 3,520,034 shares issued at $22.35
    and 2,607,199 at $19.00 in 1996 and 3,535,192
    at $18.10 and 2,516,802 at $14.50 in 1995, subject
    to restrictions                                     128,209         100,481
 Management Investors, 21,287 shares issued at $109.64,
    256,196 at $18.10 and 1,804,595 at $14.50 in 1995,
    subject to restrictions (Note 6)                          -          33,138
 Other, 125,714 shares issued at $22.35 and $18.10 in
    1996 and 1995, respectively                           2,810           2,275

Permanent Stockholders' Equity:
 Preferred Stock, Class C 18% cumulative, convertible,
    $24.25 liquidation value (liquidation value including
    unrecorded dividends is $13,538 in 1996 and $11,863
    in 1995), 123,711 shares authorized, issued and
    outstanding (Note 2)                                  3,000           3,000
 Common Stock, par value ten cents per share, authorized
    20,000,000 shares; issued 3,345,744 shares in 1996
    and 1,588,587 shares in 1995 (Note 6)                   335             159
 Common Stock Warrants                                   11,139          11,305
 Paid-in Surplus                                        148,244         148,202
 Reclassification to temporary equity for redemption
    value greater than par value (Note 6)              (130,394)       (135,223)
 Deficit                                               (105,988)       (115,888)
 Common Stock Held in Treasury, at cost; 1,516,492
    shares and 173,988 warrants in 1996 and 1,235,509
    shares and 173,988 warrants in 1995                 (25,314)        (21,084)
 Unearned ESOP Shares                                         -            (503)

Total Liabilities and Stockholders' Equity             $359,503        $375,490

See accompanying notes to consolidated condensed financial statements.

<TABLE>

                               DYNCORP AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                    (Dollars in Thousands Except Per Share Amounts)

                                       UNAUDITED
<CAPTION>
                                                   Three Months Ended      Nine Months Ended
                                                  Sept. 26,   Sept. 28,   Sept. 26,  Sept. 28,
                                                     1996        1995        1996       1995
<S>                                             <C>         <C>         <C>         <C>
Revenues:
 Information and Engineering Technology           $ 63,882    $ 68,884    $201,383    $199,747
 Aerospace Technology                               97,686      81,953     277,065     233,583
 Enterprise Management                              85,400      93,755     259,876     232,838
    Total revenues                                 246,968     244,592     738,324     666,168

Costs and expenses:
 Cost of services                                  233,817     234,781     700,761     638,691
 Selling and corporate administrative                4,504       5,674      13,315      14,982
 Interest income                                      (336)       (982)     (1,312)     (2,895)
 Interest expense                                    2,548       3,558       7,644      12,076
 Other                                                 470         441       1,321       1,473
    Total costs and expenses                       241,003     243,472     721,729     664,327

Earnings from continuing operations before income
 taxes, minority interest and extraordinary item     5,965       1,120      16,595       1,841
    Provision (benefit) for income taxes (Note 7)    2,357      (2,797)      6,570      (2,252)

Earnings from continuing operations before minority
 interest and extraordinary item                     3,608       3,917      10,025       4,093
    Minority interest                                  367         286         990         943

Earnings from continuing operations before
 extraordinary item                                  3,241       3,631       9,035       3,150
    Earnings (loss) from discontinued operations,
      net of income taxes (Note 7)                       -         252         865         (15)

Earnings (loss) before extraordinary item            3,241       3,883       9,900       3,135
 Extraordinary loss from early extinguishment of
    debt, net of tax benefit of $1,914 and $2,003        -      (2,656)          -      (2,783)

Net earnings                                      $  3,241    $  1,227    $  9,900    $    352

Preferred Class C dividends not declared or
 recorded (Note 2)                                    (583)       (489)     (1,675)     (1,404)

Common stockholders' share of earnings (loss)     $  2,658    $    738    $  8,225    $ (1,052)

Weighted average number of common shares outstanding
 and dilutive common stock equivalents (Note 9):
    Primary and fully diluted                   11,686,090  12,067,303  11,724,925  11,732,306

Earnings (loss) per common share - primary and fully diluted:
 Continuing operations before extraordinary item  $   0.23    $   0.26    $   0.63    $   0.15
 Discontinued operations                                 -        0.02        0.07        0.00
 Extraordinary item                                      -       (0.22)          -       (0.24)
 Common stockholders' share of earnings (loss)    $   0.23    $   0.06    $   0.70    $  (0.09)


See accompanying notes to consolidated condensed financial statements.

</TABLE>

                                  DYNCORP AND SUBSIDIARIES
                       CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Dollars in Thousands)
                                          Unaudited
                                                             Nine Months Ended
                                                           Sept. 26,   Sept. 28,
                                                              1996        1995
Cash Flows from Operating Activities:
 Net earnings                                              $  9,900   $     352
 Adjustments to reconcile net loss from operations
  to net cash used:
  Depreciation and amortization                               6,167       9,028
  (Gain) loss from discontinued operations                     (865)         15
  Payment of income taxes on gain on sale of discontinued
   operations                                               (13,990)          -
  Loss on repurchase of debentures                                -       2,783
  Other                                                      (1,417)     (1,238)
  Changes in current assets and liabilities, net of acquisitions:
   Increase in current assets except cash, short-term
    investments and notes receivable                           (340)    (13,623)
   Decrease in current liabilities except notes payable,
    current portion of long-term debt and accrual for stock
    repurchases                                              (1,578)     (7,626)
    Cash used by continuing operations                       (2,123)    (10,309)
    Cash used by discontinued operations                          -      (3,042)
           Cash used by operating activities                 (2,123)    (13,351)

Cash Flows from Investing Activities:
 Sale of property and equipment                                 636      16,513
 Purchase of property and equipment                          (3,972)     (3,724)
 Assets and liabilities of acquired business (excluding
  cash acquired) (Note 4)                                    (1,805)          -
 Proceeds from notes receivable                                   2       9,900
 Proceeds from sale of discontinued operations                    -     134,500
 Decrease (increase) in cash on deposit for letters of
  credit (Note 3)                                             6,244      (1,791)
 (Increase) decrease in investment in unconsolidated
  subsidiaries                                                 (511)          -
 Investment activities of discontinued operations                 -     (15,434)
 Other                                                         (250)       (611)
           Cash provided by investing activities                344     139,353

Cash Flows from Financing Activities:
 Treasury stock purchased                                    (9,791)     (4,414)
 Payment on indebtedness                                     (1,003)    (20,310)
 Stock released to Employee Stock Ownership Plan (Note 10)      503      12,750
 Repurchase of debentures                                         -    (102,278)
 Deferred financing expenses (Note 11)                       (1,304)          -
 Financing activities of discontinued operations                  -        (228)
 Other                                                           17        (717)
           Cash used from financing activities              (11,578)   (115,197)

Net (Decrease) Increase in Cash and Short-term Investments  (13,357)     10,805
Cash and Short-term Investments at Beginning of the Period   31,151       7,738
Cash and Short-term Investments at End of the Period       $ 17,794   $  18,543
Supplemental Cash Flow Information:
  Cash paid for income taxes                               $ 17,307   $   1,530
  Cash paid for interest                                   $  7,594   $  18,840
See accompanying notes to consolidated condensed financial statements.


<TABLE>

DynCorp and Subsidiaries
Consolidated Statements of Permanent Stockholders' Equity
(Dollars in thousands)

                                                           Unaudited
<CAPTION>

                                                                    Reclassification
                                                                      to Temporary
                                                                       Equity for
                                                                       Redemption
                                                   Common             Value Greater                        Unearned
                            Preferred   Common      Stock    Paid-in      than                  Treasury       ESOP
                                Stock    Stock   Warrants    Surplus    Par Value     Deficit      Stock     Shares
<S>                           <C>       <C>       <C>       <C>         <C>         <C>        <C>           <C>
Balance, December 31, 1995    $ 3,000   $  159    $11,305   $148,202    $(135,223)  $(115,888) $ (21,084)    $ (503)
 Stock issued under
  Restricted Stock Plan
  and accrued compensation                                       (37)          37
 Treasury stock purchases                   28                   (97)       4,129                 (4,230)
 Warrants exercised                                  (166)       176
 Payment received on ESOP note                                                                                  503
 Net earnings                                                                           9,900
 Reclassification to
  Permanent Equity (Note 6)                148                             27,890
 Adjustment of shares
  to fair value                                                           (27,227)
Balance, September 26, 1996   $ 3,000   $  335    $11,139   $148,244    $(130,394)  $(105,988) $ (25,314)    $    -

</TABLE>



                            DYNCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                    UNAUDITED

1.  The unaudited consolidated condensed financial statements included herein
    have been prepared by the Company pursuant to the rules and regulations of
    the Securities and Exchange Commission.  Certain information and footnote
    disclosures normally included in financial statements prepared in
    accordance with generally accepted accounting principles have been
    condensed or omitted pursuant to such rules and regulations, although the
    Company believes that the disclosures are adequate to make the information
    presented not misleading.  It is suggested 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/A.  In the opinion of the Company, the unaudited consolidated condensed
    financial statements included herein reflect all adjustments necessary to
    present fairly the financial position, the results of operations and the
    cash flows for such interim periods.  The results of operations for such
    interim periods are not necessarily indicative of the results for the full
    year.

2.  At September 26, 1996, $10,538,000 of Class C Preferred Stock cumulative
    dividends have not been declared or recorded.

3.  At September 26, 1996, $112,593,000 of accounts receivable are restricted
    as collateral for the Contract Receivable Collateralized Notes, Series
    1992-1.  Additionally, $3,000,000 of cash is restricted as collateral for
    the Notes and has been included in Other Assets on the balance sheet at
    September 26, 1996.

    At December 31, 1995, $6,244,000 of restricted cash was on deposit to
    secure various letters of credit and was classified as Other Assets on the
    balance sheet.  At September 26, 1996, these letters of credit had expired
    or been replaced by letters of credit with no collateral requirements and
    the funds were subsequently released.

    Accounts receivable are net of an allowance for doubtful accounts of
    $115,000 in 1996 and $8,800 in 1995.

4.  In June, 1996, the Company acquired all the outstanding stock of Data
    Management Design, Inc. (DMDI) for $2,400,000.  DMDI provides automated
    workflow and image processing solutions to federal agencies and the private
    sector.  The acquisition has been accounted for as a purchase and
    $1,500,000 of goodwill, which will be amortized over 15 years, has been
    recorded based on the initial allocation of the purchase price.

5.  Under the terms of the placement of the Contract Receivable Collateralized
    Notes, Series 1992-1, beginning on February 28, 1997, cash receipts from
    the collection of receivables must be used to pay administrative fees,
    interest due on the notes and principal on notes called for redemption, if
    any.  The entire $100,000,000 matures July 30, 1997, and has been
    classified as current notes payable on the balance sheet at September 26,
    1996.  The Company is currently evaluating various proposals for
    refinancing of the debt.

6.  In May, 1996, the Securities and Exchange Commission approved the
    registration of approximately 11,969,000 shares of the Company's common
    stock (most of which had been previously issued) for trading on an internal
    market and contribution to various employee benefit plans.  Trading on the
    internal market commenced in June, 1996.  Under the terms of the
    Stockholders' Agreement, upon the establishment of an internal market, the
    Company's obligation to repurchase any outstanding management or restricted
    stock shares ceases.  Therefore, the management investor shares have been
    reclassified from Temporary Equity (at the redemption value) to Permanent
    Equity (at par value) as of September 26, 1996.

7.  The provision for income taxes for the quarter and nine months of 1996 is
    based on an estimated annual effective rate, excluding expenses not
    deductible for income tax purposes.  The provision for the third quarter
    and nine months of 1995 was computed on the same basis and, in addition,
    includes the tax provision of a majority owned subsidiary required to file
    a separate return.  Additionally, in the third quarter of 1995, a federal
    tax benefit was recorded to reverse tax valuation reserves for deferred
    taxes which offset a portion of the tax on the gain on the sale of
    discontinued operations.

    The income tax provision or benefit for the items shown net of tax (i.e.,
    discontinued operations and extraordinary item) is calculated in the same
    manner as that of continuing operations.

8.  During 1995, the Company sold all its subsidiaries engaged in commercial
    aircraft maintenance and ground handling activities, i.e., the Commercial
    Aviation Business.  At December 31, 1995, certain contingencies existed
    regarding the final sales prices of the maintenance business and the ground
    handling business.  In the second quarter, the Company recorded a gain of
    $1,442,000, net of income taxes of $577,000, related to the resolution of
    some of these outstanding issues as well as the adjustment of other
    estimated reserves recorded at disposition.

9.  The weighted average number of common shares outstanding includes issued
    shares or shares issuable under the Restricted Stock Plan, less shares held
    in treasury and any unallocated ESOP shares.  Unexercised warrants and
    stock options have been included as share equivalents using the treasury
    stock method  for those periods in which the Company reported net earnings;
    however, they have been excluded from the computation of loss per share in
    those periods in which the Company reported losses, as their inclusion
    would be antidilutive.

10. During nine months ended September 26, 1996, the Company contributed
    $10,250,000 in cash to the Employee Stock Ownership Plan (the ESOP).
    The ESOP has thus far expended $2,574,000 of the aforementioned
    contribution to purchase approximately 153,000 shares of the Company's
    common stock through the newly established internal market (see Note 5)
    and to acquire shares put for redemption by retired and terminated
    participants.  It is the Company's intention for the ESOP to completely
    satisfy its future stock purchase requirements by way of the internal
    market or direct purchase and shares put by retired and terminated
    participants and not through the issue of new shares by the Company.

    Additionally, in March, 1996, the ESOP paid the balance of the note
    outstanding at December 31, 1995, plus accrued interest.  Upon payment of
    the note, 33,764 shares of common stock were released to the ESOP.

11. In March 1996, the Company amended and restated its existing $20,000,000
    line of credit with Citicorp North America, Inc. to provide for a
    $50,000,000 revolving credit facility which will provide funds for
    acquisitions, working capital and capital expenditures.  The facility
    matures in four years, with no payments required until the end of the
    second year.  The credit agreement contains the customary restrictive
    covenants for such a loan; management does not believe that any of the
    covenants will be unduly restrictive.  As of September 26, 1996, the
    Company had incurred $1,304,000 of deferred debt expense related to the
    amended credit facility, which will be amortized over four years.

12. The Company and its subsidiaries and affiliates are involved in various
    claims and lawsuits, including contract disputes and claims based on
    allegations of negligence and other tortious conduct.  The Company is
    also potentially liable for certain personal injury, tax, environmental
    and contract dispute issues related to the prior operations of divested
    businesses.  In most cases, the Company and its subsidiaries have
    denied, or believe they have a basis to deny liability, and in some
    cases have offsetting claims against the plaintiffs, third parties or
    insurance carriers.  The amount of possible damages currently claimed by
    the various plaintiffs for these items, a portion of which is expected
    to be covered by insurance, aggregates approximately $112,000,000
    (including compensatory and possible punitive damages and penalties).
    This amount includes estimates for claims which have been filed without
    specified dollar amounts or for amounts which are in excess of
    recoveries customarily associated with the stated causes of action; it
    does not include any estimate for claims which may have been incurred
    but which have not yet been filed.  The Company has recorded such
    damages and penalties that are considered to be probable recoveries
    against the Company or its subsidiaries. These issues are described in
    the Company's latest report on Form 10-K/A. In management's opinion,
    there has been no material changes on the status of these issues since
    December 31, 1995.

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

    The major portion of the Company's business involves contracting with
    departments and agencies of, and prime contractors to, the U.S. Government,
    and such contracts are subject to possible termination for the convenience
    of the government and to audit and possible adjustment to give effect to
    unallowable costs under cost-type contracts or to other regulatory
    requirements affecting both cost-type and fixed-price contracts.  In
    addition, the Company is occasionally the subject of investigations by the
    Department of Justice and other investigative organizations, resulting from
    employee and other allegations regarding business practices.  In
    management's opinion, there are no outstanding issues of this nature at
    September 26, 1996 that will have a material adverse effect on the
    Company's consolidated financial position, results of operations or
    liquidity.

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

The following discussion of financial condition and results of operations
should be read in conjunction with the 1995 Form 10-K/A filed on May 10, 1996.

Working capital at September 26, 1996 was negative $25.8 million compared to
$64.7 million at December 31, 1995, a decrease of $90.5 million.  This decrease
is due to the classification of the $100.0 million Contract Receivable
Collateralized Notes, which mature July 30, 1997, as current notes payable.

At September 26, 1996, $112.6 million of accounts receivable are restricted as
collateral for the Contract Receivable Collateralized Notes.

At September 26, 1996, the Company had $50 million available under its
revolving credit facility.

Cash used by continuing operations was $2.1 million for the first nine months
of 1996 as compared to $10.3 million in 1995.  Excluding the payments of
federal and state income taxes related to the gain on the sale of discontinued
operations, operations provided cash of $11.9 million in 1996 compared to cash
used of $13.4 million in 1995.  The substantial increase in earnings was offset
by additional working capital requirements resulting from increased revenues.

Cash provided by investing activities was $0.3 million for the first nine
months of 1996 as compared to $139.4 million in 1995.  In 1996, the acquisition
of a business and the purchase of property and equipment amounted to $5.8
million which was offset by a decrease in the amount of cash required to be on
deposit for letters of credit.  The $139.4 million of cash provided in 1995 was
principally due to the proceeds from the sale of discontinued operations and
also to the sale/leaseback of the Corporate headquarters building.

Financing activities used cash of $11.6 million in the first nine months of 1996
compared to $115.2 million in the comparable period in 1995.  Cash used in 1996
consisted of $9.8 million for the purchase of common stock, $1.3 million of
financing expenses in connection with amending the revolving facility and $1.0
million for payments on indebtedness.  The $115.2 million of cash used in 1995
was principally for the repurchase of the Company's 16% Junior Subordinated
Debentures, payoff of the mortgage on the Corporate headquarters building, and
the purchase of treasury stock.

At September 26, 1996, backlog (including option years on government contracts)
was $3.202 billion compared to $2.887 billion at December 31, 1995.

Results of Operations

Revenues

Revenues for the third quarter and nine months of 1996 were $247.0 million and
$738.3 million, up $2.4 million and $72.2 million over comparable periods in
1995.  Revenue for the third quarter of 1996 for Information and Engineering
Technology (I&ET) and Enterprise Management (EM) were $63.9 million and $85.4
million, down $5.0 million and $8.4 million, respectively, over the same
quarter in 1995; while revenue for the nine months of 1996 for I&ET was $201.4
million, up $1.6 million over the same period in 1995 and EM's revenue was
$259.9 million, up $27.0 million.  Aerospace Technology's (AT) 1996 third
quarter and nine months revenues were $97.7 million and $277.1 million,
increasing $15.7 million and $43.5 million, respectively, over comparable
periods in 1995.

In I&ET, increases in revenue in the third quarter attributable to an
acquisition in June, 1996, and to a contract which was being phased in during
the third quarter of 1995 but which was fully operational by the third quarter
of 1996, were offset by the decrease in revenue due to the completion and phase
out of a large contract with the Postal Service.  I&ET's revenues for the nine
months were affected by the factors noted previously, however, additional
increases in revenue attributable to contracts which were not operational
during the entire nine month period in 1995 and increased level of effort on
existing contracts more than offset revenue decreases.

The decrease in EM's revenues for the third quarter of 1996 is primarily
attributable to contract losses, phaseouts and reduced level of effort on
existing contracts, however, for the nine months, revenues from contract wins
significantly offset these losses.  Additionally, phase-in of a large
Department of Energy subcontract began in the third quarter of 1996 and will
contribute significantly to future period revenues.

The increase in AT's 1996 revenues for both the quarter and nine months was
primarily the result of increased level of effort on existing contracts and new
contract awards for the Bosnian peacekeeping initiative.

Cost of Services/Gross Margins

Cost of services for the third quarter of 1996 was 94.7% of revenue compared to
96.0% for the same period in 1995, and for the nine months of 1996, cost of
services was 94.9% compared to 95.9% in 1995.  This resulted in gross margins
of $13.2 million (5.3%) for the third quarter of 1996 compared to $9.8 million
(4.0%) for the third quarter of 1995 and $37.6 million (5.1%) and $27.5 million
(4.1%) for the nine months of 1996 and 1995, respectively.  The same factors
which contributed to the variances in revenue affected the gross margins.  In
addition, greater absorption of overhead costs resulting from the increased
revenues and improved contract performance and efficiency on some contracts
which were under-performing in 1995 also contributed to the improved gross
margins for both 1996 periods.

Selling and corporate administrative expense for the third quarter and nine
months of 1996 was down to 1.8% of revenue compared to 2.3% and 2.2% of revenue
for comparable periods in 1995.  This decrease in selling and corporate
administrative expense as a percentage of revenue was due primarily to the
increase in revenues, although there was also a decline in the overall 1996
amounts as a result of reduced bid and proposal expense and savings realized
from restructuring actions.

Interest income in the third quarter and nine months of 1996 was down from the
comparable periods in 1995 primarily because of cessation of interest accruals
on the 17% Cummings Point Industries, Inc. note receivable which was paid in
August 1995.

Interest expense in the third quarter and nine months of 1996 was down from the
comparable periods in 1995 primarily because of the retirement in 1995 of all
the 16% Junior Subordinated Debentures.

Other expense consists of the following major items (in thousands):

                                    Three Months Ended    Nine Months Ended
                                    Sept. 26, Sept. 28,  Sept. 26, Sept. 28,
                                       1996     1995        1996      1995
  Amortization of costs in excess
   of net assets acquired             $ 402    $ 456      $1,157    $1,368
  Provision for nonrecovery of
   receivables                            -        -         106         -
  Miscellaneous                          68      (15)         58       105
                                      $ 470    $ 441      $1,321    $1,473

The provision for income taxes for the quarter and nine months of 1996 is based
on an estimated annual effective rate, excluding expenses not deductible for
income tax purposes.  The provision for the third quarter and nine months of
1995 was computed on the same basis and, in addition, includes the tax
provision of a majority owned subsidiary required to file a separate return.
Additionally, in the third quarter of 1995, a federal tax benefit was recorded
to reverse tax valuation reserves for deferred taxes which offset a portion of
the tax on the gain on the sale of discontinued operations.

The income tax provision or benefit for the items shown net of tax (i.e.,
discontinued operations and extraordinary item) is calculated in the same
manner as that of continuing operations.


                           PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

  This item is incorporated herein by reference to Note 12 to the Consolidated
Condensed Financial Statements included elsewhere in this quarterly Report on
Form 10-Q.

ITEM 6.  Exhibits and Reports on Form 8-K
(a)  Exhibits

     Exhibit 11 - Computations of Earnings Per Common Share

(b)  Reports on Form 8-K

     None filed.

                                    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 7, 1996                   T. E. Blanchard
                                          T. E. Blanchard
                                          Senior Vice President
                                          and Chief Financial Officer


Date:  November 7, 1996                   G. A. Dunn
                                          G. A. Dunn
                                          Vice President and Controller