<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                                          
                              Washington, D.C.  20549
                                          
                                    FORM 10-Q/A
(Mark One)
  X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
 ---                   OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 1997

                                         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  0-4633

                                 DBA SYSTEMS, INC.
               (Exact name of registrant as specified in its charter)
                                          
          Florida                                59-0996417
(State or other jurisdiction of               (I.R.S. Employer 
incorporation or organization)               Identification No.)

               1200 South Woody Burke Road, Melbourne, Florida  32901
                      (Address of principal executive offices)
                                          
                                   (407) 727-0660
                (Registrant's telephone number, including area code)
                                          
     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.

DBA Systems, Inc. Common Stock, $.10 par value, 4,471,290 shares outstanding as
of December 31, 1997.

Total number of sequentially numbered pages:  19
The Exhibit index appears on sequential page 18

<PAGE>


PART I --      FINANCIAL INFORMATION

ITEM 1 --      FINANCIAL STATEMENTS


                                 DBA SYSTEMS, INC.
                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
                                    (UNAUDITED)

   
<TABLE>
<CAPTION>

                                                       Three Months Ended       Six Months Ended
                                                           December 31             December 31
                                                           -----------             -----------
                                                         1997        1996        1997        1996
                                                         ----        ----        ----        ----
                                                     (Restated)                (Restated)
<S>                                                  <C>           <C>         <C>       <C>
Revenues   . . . . . . . . . . . . . . . . . . . .     $ 5,249     $ 5,431     $10,914     $11,724
Costs and expenses . . . . . . . . . . . . . . . .       6,057       4,934      12,930      10,693
Write-down of assets, investments and 
  environmental accrual (Note 1) . . . . . . . . .       3,500        ----       6,600        ----
                                                       -------     -------     -------     -------
Operating income (loss). . . . . . . . . . . . . .      (4,308)        497      (8,616)      1,031

Other income (expense):. . . . . . . . . . . . . .
     Interest income . . . . . . . . . . . . . . .         194         191         432         365            
     Interest expense. . . . . . . . . . . . . . .          (2)        (38)         (2)        (80)           
     Other expense - net . . . . . . . . . . . . .        (107)        (58)       (177)       (212)           
                                                       -------     -------     -------     -------
          Total other income - net . . . . . . . .          85          95         253          73            
                                                       -------     -------     -------     -------

Income (loss)  before taxes. . . . . .                  (4,223)        592      (8,363)      1,104            
Less provision (benefit) for income taxes. . . . .        (218)        220        (542)        409            
                                                       -------     -------     -------     -------
Net Income (Loss)  . . . . . . . . . . . . . . . .     $(4,005)        372     $(7,821)    $   695            
                                                       -------     -------     -------     -------
                                                       -------     -------     -------     -------


Basic Earnings (Loss)  per Share . . . . . . . . .       $(.90)       $.08      $(1.77)       $.16            
                                                       -------     -------     -------     -------


Diluted Earnings (Loss)  per Share . . . . . . . .       $(.90)       $.08      $(1.77)       $.15
                                                       -------     -------     -------     -------
                                                       -------     -------     -------     -------

Basic weighted average shares outstanding. . . . .       4,427       4,474       4,425       4,479
                                                       -------     -------     -------     -------
                                                       -------     -------     -------     -------


Diluted weighted average shares outstanding. . .         4,427       4,521       4,425       4,513
                                                       -------     -------     -------     -------
                                                       -------     -------     -------     -------
</TABLE>
    

  See accompanying Notes to Condensed Consolidated Interim Financial Statements.

                                                                               2

<PAGE>

                                 DBA SYSTEMS, INC.
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                  Dec. 31, 1997    June 30, 1997
ASSETS                                              (Unaudited)      (Audited)
                                                     (Restated)
<S>                                               <C>              <C>
Current Assets:
     Cash & cash equivalents . . . . . . . . . . .     $ 9,364        $ 5,595
     Investments . . . . . . . . . . . . . . . . .       4,499          9,311
     Accounts receivable - net . . . . . . . . . .       2,030          3,523
     Costs and estimated earnings in excess
          of billings on uncompleted contracts . .       2,975          2,318
     Inventory (Note 1). . . . . . . . . . . . . .         708          1,984
     Deferred income taxes . . . . . . . . . . . .       1,105           ----
     Other current assets. . . . . . . . . . . . .         140            438
                                                       -------        -------
          Total Current Assets . . . . . . . . . .      20,821         23,169
                                                       -------        -------
Property:
     Cost  . . . . . . . . . . . . . . . . . . . .      14,633         16,694
     Less accumulated depreciation
          and amortization . . . . . . . . . . . .       9,419         10,667
                                                       -------        -------
              Property--net (Note 1) . . . . . . .       5,212          6,027
                                                       -------        -------
Other Assets:
     Cost in excess of value of net assets of
          businesses acquired. . . . . . . . . . .         220            224
     Real estate held for sale...(Note 1). . . . .       2,303          4,347
     Investment in preferred stock. (Note 1) . . .           0              0
     Other assets. . . . . . . . . . . . . . . . .         192            247
                                                       -------        -------
          Total Other Assets . . . . . . . . . . .       2,715          4,818
                                                       -------        -------
             Total Assets. . . . . . . . . . . . .     $28,748        $34,014
                                                       -------        -------
                                                       -------        -------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable. . . . . . . . . . . . . . .     $ 1,319        $ 1,050
     Accrued expenses. . . . . . . . . . . . . . .         928          1,122
     Billings in excess of costs and estimated
          earnings on uncompleted contracts. . . .         714          1,071
     Income Taxes Payable. . . . . . . . . . . . .         104            183
     Estimated losses on uncompleted contracts . .       1,109          1,398
     Other current liabilities . . . . . . . . . .         176             15
                                                       -------        -------
          Total Current Liabilities. . . . . . . .       4,350          4,839       
                                                       -------        -------
     Non-current liabilities (Note 1). . . . . . .       2,850        -------
                                                       -------        
Stockholders' Equity:
     Common stock. . . . . . . . . . . . . . . . .         562            557
     Paid-in capital . . . . . . . . . . . . . . .      24,737         24,539
     Retained earnings . . . . . . . . . . . . . .      15,344         23,153
                                                       -------        -------
          Total. . . . . . . . . . . . . . . . . .      40,643         48,249
     Treasury stock. . . . . . . . . . . . . . . .     (19,095)       (19,074)
                                                       -------        -------
          Stockholders' Equity - net . . . . . . .      21,548         29,175
                                                       -------        -------
Total Liabilities and Stockholders' Equity . . . .     $28,748        $34,014
                                                       -------        -------
                                                       -------        -------
</TABLE>

          See Notes to Condensed Consolidated Interim Financial Statements.

                                                                               3

<PAGE>
                                 DBA SYSTEMS, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (IN THOUSANDS)
                                    (UNAUDITED)

   
<TABLE>
<CAPTION>                                          
                                                                                   Six Months Ending
                                                                            Dec. 31, 1997      Dec. 31, 1996
                                                                            -------------      -------------
                                                                             (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES 
------------------------------------
<S>                                                                         <C>                <C>
Net income (loss)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $ (7,821)           $   695  
Adjustments to reconcile net income (loss)  to net cash provided by
     operating activities:
     Depreciation & amortization . . . . . . . . . . . . . . . . . . . . .         491                523     
     Gain on sale of assets. . . . . . . . . . . . . . . . . . . . . . . .           5                 12    
     Write-down of assets, investments and environmental accrual (Note 1).       9,846                 --          
     Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . .      (1,105)                --            
     Decrease (increase) in current assets:
          Accounts receivable. . . . . . . . . . . . . . . . . . . . . . .       1,493                137     
          Costs and estimated earnings in excess of billings on
             uncompleted Government contracts. . . . . . . . . . . . . . .      (1,257)             1,651            
          Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . .         (24)               140
          Other current assets . . . . . . . . . . . . . . . . . . . . . .        (448)                43

     Increase (decrease) in current liabilities:
          Accounts payable . . . . . . . . . . . . . . . . . . . . . . . .         269               (248)           
          Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . .        (377)              (307)           
          Billings in excess of costs and estimated earnings on 
             uncompleted Government contracts. . . . . . . . . . . . . . .        (357)              (504)           
          Estimated losses on uncompleted contracts. . . . . . . . . . . .        (289)                51            
          Other liabilities. . . . . . . . . . . . . . . . . . . . . . . .         115               (190)           
     Other - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (20)              (419)           
                                                                              --------            -------
                                                                                
     Net cash provided by operating activities . . . . . . . . . . . . . .         521              1,584                        
                                                                              --------            -------

CASH FLOWS FROM INVESTING ACTIVITIES  
     Proceeds from maturity of Investments . . . . . . . . . . . . . . . .       9,311                405                        
     Purchase of Investments . . . . . . . . . . . . . . . . . . . . . . .      (4,499)                 0                        
     Investment in preferred stock . . . . . . . . . . . . . . . . . . . .      (1,600)                 0                        
     Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . .        (173)              (288)           
     Proceeds from sale of property. . . . . . . . . . . . . . . . . . . .           6                 14            
                                                                              --------            -------
     Net cash provided by investing activities . . . . . . . . . . . . . .       3,045                131            
                                                                              --------            -------

CASH FLOWS FROM FINANCING ACTIVITIES 
     Proceeds from issuance of common stock. . . . . . . . . . . . . . . .         203                  0
     Repayments on long-term debt. . . . . . . . . . . . . . . . . . . . .           0             (1,926)           
                                                                              --------            -------
     Net cash provided by (used in) financing activities . . . . . . . . .         203             (1,926)           
                                                                              --------            -------

Net increase (decrease) in cash during the period. . . . . . . . . . . . .       3,769               (211)           
Cash and cash equivalents at beginning of period . . . . . . . . . . . . .       5,595              2,699                        
                                                                              --------            -------
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . .     $ 9,364            $ 2,488            
                                                                              --------            -------
                                                                              --------            -------
</TABLE>
    
                                                                      
                                          
         See Notes to Condensed Consolidated Interim Financial Statements.

                                                                               4

<PAGE>
                                          
                                 DBA SYSTEMS, INC.
                          NOTES TO CONDENSED CONSOLIDATED
                            INTERIM FINANCIAL STATEMENTS

(1)  The accompanying Condensed Consolidated Interim Financial Statements of DBA
     Systems, Inc. ("the Company" or "DBA") should be read in conjunction with
     the Notes to Consolidated Financial Statements contained in the Company's
     Annual Report on Form 10-K to the Securities and Exchange Commission for
     the year ended June 30, 1997.  The accompanying financial statements
     contained herein reflect all adjustments of a normal recurring nature which
     are, in the opinion of management, necessary to a fair statement of the
     results for the interim periods presented.  The results of operations for
     the interim periods contained herein are not necessarily indicative of the
     results to be expected for the fiscal year.
   
     The accompanying unaudited financial statements for the three months and 
     six months ended December 31, 1997 have been restated from amounts 
     previously reported to reflect the recognition of restatement charges 
     of $4.8 million and $9.8 million, respectively.  The $9.8 million charge 
     consists of a $2.0 million write down of an Asset Held for Sale, $3.0 
     million related to the accrual of certain environmental liabilities, 
     $1.3 million related to the write down of inventory, $.6 million related 
     to the write down of certain machinery and equipment, $1.6 million 
     related to the write-down of an investment in a start-up company, $.7 
     million related to the writeoff of certain capitalized rate variances 
     and $.6 million related to the writeoff of certain unbilled overrun 
     costs as follows:
    
   
     (a) The Asset Held for Sale is a 141,000 square foot manufacturing facility
         in Kissimmee, Florida which was originally classified as held for sale
         in June 1996, at which time the recorded book value was approximately
         $4.4 million.  An independent appraisal of  the property and land was
         performed in August 1996, which indicated that the property had a 
         market value of approximately $5.0 million.  Thereafter, the property 
         was listed for sale with a realtor for approximately $5.2 million.  
         Several potential buyers expressed interest in acquiring the property 
         throughout fiscal 1997.  A written offer was received in July 1997, 
         at which time negotiations with the prospective buyer commenced for
         the sale of the property at an amount which management believed 
         supported the recorded book value at that time.  These negotiations
         eventually terminated and did not result in the sale of the property.
         The Company received no further offers until October 1997, at which
         time a written offer was received at an amount substantially below 
         the recorded book value.  Negotiations with this potential buyer took
         place but, again, did not result in a sale of the property.  During
         this extended time period for which the property has been held for 
         sale, the Company reduced ongoing maintenance and general upkeep of
         the property.  As a result of these factors, management concluded 
         that there has been an impairment in the carrying value of the asset.
         A restatement charge of $2.0 million was recorded in the Company's 
         financial statements for the quarter ended September 30, 1997 which
         reflects management's estimate of the impairment, including estimated
         disposal costs.  Management has currently reinstated a program of 
         ongoing maintenance (and environmental remediation--see below) and is
         actively marketing the property for sale through various channels.  
         Management regularly reviews the adjusted value of this asset for
         further impairment, and believes that the current book value reflects
         an amount which approximates fair market value.
    
                                                                               5

<PAGE>
   
     (b) In August 1997, DBA management entered into discussions with The Titan
         Corporation with regard to a potential acquisition of the Company by
         Titan.  In October 1997, Titan commenced its acquisition due diligence
         process, which included engaging independent environmental consultants
         to perform a preliminary environmental site assessment of all DBA's
         land and property.  This study revealed certain environmental matters,
         at the Company's Kissimmee facility.  These environmental matters 
         included, but were not limited to, soil contamination and potential 
         asbestos and lead based paint contamination, all of which DBA 
         management had no prior knowledge.
    
   
         The Company subsequently engaged these environmental consultants to
         perform a limited initial determination of the potential range of costs
         to remediate such contamination as well as to determine whether any 
         additional environmental exposures exist with the Company's property. 
         An initial assessment considering pre-clean up activities, and 
         operation and maintenance of the remediation plan indicates that these
         costs could range from approximately $3.0 million to $5.5 million 
         (undiscounted).  Such amounts represent an initial estimate, which 
         could change significantly as more extensive studies are performed.  
         In accordance with SFAS No. 5, "Accounting for Contingencies"  and 
         SOP 96-1, "Environmental Remediation Liabilities", the Company recorded
         a $3.0 million charge, representing the low end of the estimate as no 
         amount within the range was deemed to be a better estimate at that 
         time. The environmental remediation actions are being undertaken at the
         sole discretion of management and have not been induced by threat, by
         government agencies, or by litigation.  Therefore, amounts included in
         the aforementioned estimates, specifically related to legal costs and
         internal labor costs, are not significant relative to the total
         estimated costs.  Since this environmental issue initially became
         known to management and was reasonably quantifiable in October 1997,
         prior to the Company's release of its quarterly results from
         operations for the three months ended September 30, 1997, an
         adjustment of $3.0 million was recorded in the accompanying income
         statement for this quarter. In the accompanying balance sheet,
         approximately $.2 million is included in other current liabilities and
         the remaining $2.8 million is included in non-current liabilities,
         based upon the estimated timing of payments related to this liability.
         This amount represents an adjustment to the previously reported
         results for this quarter.  The Company commenced its pre-clean up
         activities which are expected to continue through at least fiscal year
         1998.
    
   
     (c) In December 1997, the Company received verbal indication from a 
         systems integrator for whom it had been developing special purpose 
         mammography scanners that the integrator would likely terminate 
         further discussions regarding its pending contract with DBA.  
         Subsequent to December 31, 1997, the Company received written 
         notification that the integrator would likely terminate further 
         discussions regarding its pending contract with the Company. Prior 
         to December 31, 1997 the Company had identified several customers for 
         fingerprint scanners, which are based on similar technology to the 
         mammography scanners, and had entered into contracts to sell 
         fingerprint scanners. Since the scanners could not be utilized in 
         their intended form, management identified an impairment in the 
         value of this inventory and recorded an adjustment of $1.3 million 
         in the accompanying results from operations for the quarter ended 
         December 31, 1997 in order to reflect these scanners at their 
         realizable value.  This represents an adjustment to the previously 
         reported results of operations for this quarter.
    
                                                                               6

<PAGE>
   
     (d) In December 1997, the Company determined that certain test machinery 
         and equipment which it needed to perform on a recently awarded 
         contract was missing parts essential to its operation.  Management 
         believes that the parts may have been removed for use in other 
         equipment, however, management is unable to determine the exact
         disposition and/or timing of the use of such equipment.  Without
         these essential parts, the test machinery and equipment was of little
         or no value and the Company determined that replacing this test
         machinery and equipment appeared to be more economically advantageous
         than repairing it.  The net book value of this equipment was 
         approximately $.6 million at December 31, 1997.  Accordingly, the 
         Company is recording a charge of $.6 million to write off the book 
         value of these assets in the accompanying results from operations for 
         the quarter ended December 31, 1997.  This represents an adjustment to 
         the previously reported results of operations for this quarter.  The 
         Company intends to closely examine its internal control procedures 
         with respect to its assets and make modifications as appropriate.
    
   
     (e) In September 1997, the Company invested $1.6 million by purchasing 
         convertible preferred Series B stock in Flash Comm, Inc. ("FCI"), a
         start-up venture.  At the time of making this investment, DBA 
         management was led to believe that FCI would be raising significant 
         additional debt or equity financing by December 31, 1997, which 
         amounts would enable FCI to perform under its $10.6 million contract 
         to purchase products from DBA. FCI to date has not raised the 
         additional capital, has not yet generated any significant business, 
         and, to date, no products have been purchased by FCI under its 
         contract with DBA.  To the Company's knowledge, to date, FCI has 
         generated no significant revenue.  In light of these circumstances, 
         and the current financial condition of FCI, DBA management presently 
         believes that there is doubt about FCI's ability to achieve 
         commercial success, and thus recognizes that there has been an 
         impairment in the value of the $1.6 million investment recorded by 
         DBA.  An adjustment to write-down the investment by $1.6 million is 
         reflected in the results from operations for the quarter ended 
         December 31, 1997.  This amount reflects an adjustment to the 
         previously reported results of operations for this quarter.
    
   
     (f) At December 31, 1997, DBA had inappropriately capitalized rate 
         variances of $746 on its Cost Plus Fixed Fee (CPFF) contracts 
         representing costs incurred in excess of provisional billing rates. 
         Such variances occurred primarily in the quarter ended December 31, 
         1997. A charge of $.7 million was recorded against revenue at 
         December 31, 1997 to write off these variances.
    
   
     (g) DBA recorded approximately $.6 million in unbilled receivables in 
         fiscal years 1991, 1992 and 1994 related to an overrun claim which 
         is being litigated. THe Company had entered into settlement 
         discussions with the U.S. government. In 1992 the settlement offer 
         of the U.S. government was rejected. Management believes that this 
         amount should have been written off in prior periods. However, the 
         amounts were not written off until December 1997, due to a breakdown 
         in DBA's internal controls. The $.6 million is reflected as a charge 
         to SG&A in the quarter ended December 31, 1997. Management believes 
         that the continuing recognition of this receivable by DBA represents 
         a breakdown in DBA's internal controls. Titan is reviewing DBA's 
         internal control procedures.
    
   
     A summary of the restatement charges noted above and the impact on net 
     income (loss) and earnings per share is as follows (in thousands):
    

<TABLE>
<CAPTION>

                                      3 mos ended    3 mos ended    6 mos ended
                                      Sep 30, 1997   Dec 31, 1997   Dec 31, 1997
                                      ------------   ------------   ------------
     <S>                              <C>            <C>            <C>
     Net income (loss) as 
        originally reported                $  534         $  386         $  920
                                           -------        -------        -------
     Restatement Charges:
     Write-down of Asset Held
        For Sale                             2,000          -----          2,000
     Environmental costs                     3,000          -----          3,000
     Inventory write-down                    -----          1,300          1,300
     Machinery & equipment
        write-down                           -----            600            600
     Investment write-down                   -----          1,600          1,600
     Rate variances                              0            746            746
     Unbilled overrun claims                     0            600            600
                                           -------        -------        -------
     Total restatement charges             $ 5,000        $ 4,846        $ 9,846
     Tax impact of restatment charges         (650)          (455)        (1,105)
                                           -------        -------        -------
     Net income (loss) as  restated        $(3,816)       $(4,005)       $(7,821)
                                           -------        -------        -------
                                           -------        -------        -------

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                      3 mos ended    3 mos ended    6 mos ended
                                      Sep 30, 1997   Dec 31, 1997   Dec 31, 1997
                                      ------------   ------------   ------------
    <S>                               <C>            <C>            <C>
    Basic earnings per share
        as originally reported:          $ 0.12         $ 0.09         $ 0.21
     Basic earnings (loss) per
        share as restated:               $(0.85)        $(0.90)        $(1.77)

     Diluted earnings per share
        as originally reported:          $ 0.12         $ 0.09         $ 0.21
     Diluted earnings (loss)
        per share as restated:           $(0.85)        $(0.90)        $(1.77)

</TABLE>

(2)  Refer to the Company's Annual Consolidated Financial Statements for the
     Year Ended June 30, 1997, for a description of accounting policies, which
     have been continued without change (except for the adoption of SFAS #128 as
     discussed in Note (4) below).  Also, refer to the Notes included in those
     Consolidated Financial Statements for additional details of the Company's
     financial condition, results of operations and changes in financial
     position.

(3)  Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                     December 31, 1997    June 30, 1997
                                     -----------------    -------------
                                        (Unaudited)        (Audited)
                                         (Restated)
     <S>                             <C>                  <C>
     Finished Goods                           $303           $1,815
     Work in Progress                          347              103
     Raw Materials                              58               66
                                              ----           ------
     TOTAL                                    $708           $1,984
                                              ----           ------
                                              ----           ------

</TABLE>

(4)  The Company adopted Statement of Financial Accounting Standards No. 128
     "Earnings Per Share" (SFAS 128) during the current period.  In accordance
     with SFAS 128, earnings per share for prior periods has been restated to
     conform with the provisions of SFAS 128.  Basic earnings per common share
     is computed by dividing net income by the weighted average number of common
     shares outstanding during the period.  Diluted earnings per share is
     computed by dividing net income by the weighted average number of common
     shares and all dilutive potential common shares outstanding during the
     period.  Dilutive potential common shares consist of common stock which may
     be issued upon the exercise of outstanding stock options.

                                                                               8

<PAGE>

ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The forward-looking statements included in Management's Discussion and Analysis
of Financial Condition and Results of Operations, which reflect management's
best judgment based on factors currently known, involve risks and uncertainties.
Actual results could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors as discussed
below.  Forward-looking information provided by DBA Systems pursuant to the safe
harbor established by recent securities legislation should be evaluated in the
context of these factors.

BUSINESS ENVIRONMENT

Over the past year the defense industry experienced further mergers and
consolidations of Government contractors.  This trend is expected to increase in
pace but decrease in size as the pool of candidate merger companies contracts. 
The U.S. economy in general is enjoying a sustained period of low interest
rates, unemployment and inflation.  On the other hand, the Federal Government
continues to decrease in size and increase the scrutiny of its spending in the
defense area as the country realizes a "peace dividend" resulting from the end
of the Cold War.  Therefore, competition for available Government contracts
remains intense, especially as merged firms are able to muster greater resources
in the development and proposal process.  In response, the Company continues its
policy of aggressively managing costs while focusing resources on new business
opportunities with the greatest promise of success.

Liabilities remain at very low levels and liquid assets at very high levels
while the Company poises itself to expand by taking advantage of commercial
market opportunities.  Indirect costs have been maintained at low levels to
enhance competitiveness in the fierce marketplace.  Meanwhile, the Company's two
long-term traditional Government customers that make up two-thirds of the
revenue base are projected to continue their current levels of revenues in the
foreseeable future.

Reduction in the Department of Defense budget, continued Congressional and
regulatory oversight of the Government procurement process, increased
competition within the Company's traditional market niches, and the current
Government procurement policy to award contracts based primarily on price and
not exclusively on technical capabilities are all factors which may have a
material effect on the Company's future operating revenues and profit margins. 
The Government's decisions regarding options presently held by the Company under
existing contracts may also have an impact on the Company.  These trends may
result in delays in previously anticipated contracts or the loss of anticipated
business to competitors.  As a result, the reported financial information may
not necessarily be indicative of the Company's future operating results or
financial condition.

                                                                               9

<PAGE>

RESULTS OF OPERATIONS
   
During the three-month period ended December 31, 1997, DBA recorded revenues 
of $5,249,000, down slightly from the $5,431,000 recorded in the comparable 
three-month period in the prior fiscal year.  This increase was driven by 
additional sales of $1,178,000 in Commercial Imagery Exploitation (CIE), 
offset by decreased sales of $1,266,000 in Tactical Imagery Exploitation 
(TIE) principally due to the writedown of certain capitalized rate variances 
of $746,000 recorded during the quarter ended December 31, 1997. Refer to 
Note 1 for further discussion. CIE revenues consisted mainly of expanded 
sales in the fingerprint product area as well as completion of the $700,000 
LightSAR study contract for NASA JPL  Tactical Imagery Exploitation revenue 
decreases were due to expected lower levels of material procured as the 
Common Imagery Ground/Surface System (CIGSS) contract moved into its second 
year of performance.  
    
   
Revenues for the six-month period ended December 31, 1997 equaled 
$10,914,000, down from $11,724,000 for the same period last fiscal year.  
Revenue for CIE was $1,676,000, up by $1,541,000 over the same period last 
year, while revenue for TIE was $3,126,000 lower by $1,605,000 from the same
period last year.  Reasons for these trends are the same as discussed above 
for the second quarter results.  Revenue in Proprietary Imagery Exploitation 
(PIE) for the first six months of this year was $3,766,000, an increase of 
$930,000 over the same period last year due to recovery to full DBA program 
manpower staffing levels as well as increased expenses in updating software 
and hardware capabilities. 
    
   
The accompanying unaudited financial statements for the three months and six 
months ended December 31, 1997 have been restated from amounts previously 
reported to reflect the recognition of a restatement charge of $4.8 million 
and $9.8 million, respectively.  The $9.8 million charge consists of a $2.0 
million write down of an Asset Held for Sale, $3.0 million related to the 
accrual of certain environmental liabilities, $1.3 million related to the 
write down of inventory, $.6 million related to the write down of certain 
machinery and equipment, $1.6 million related to the write-down of an 
investment in a start-up company, $.7 million related to the write-off of 
certain capitalized rate variances and $.6 million related to the write-off 
of certain unbilled overrun costs as follows:
    
   
(a) The Asset Held for Sale is a 141,000 square foot manufacturing facility in
    Kissimmee, Florida which was originally classified as held for sale in June
    1996, at which time the recorded book value was approximately $4.4 million. 
    An independent appraisal of  the property and land was performed in August
    1996, which indicated the property had a market value of approximately $5.0 
    million.  Thereafter, the property was listed for sale with a realtor for
    approximately $5.2 million.  Several potential buyers expressed interest in
    acquiring the property throughout fiscal 1997.  A written offer was received
    in July 1997, at which time negotiations with the prospective buyer 
    commenced for the sale of the property at an amount which management 
    believed supported the recorded book value at that time.  These negotiations
    eventually terminated and did not result in the sale of the property.  The 
    Company received no further offers until October 1997, at which time a 
    written offer was received at an amount substantially below the recorded 
    book value.  Negotiations with this potential buyer took place but, again, 
    did not result in a sale of the property.  During this extended time period
    for which the property has been held for sale, the Company reduced ongoing 
    maintenance and general upkeep of the property.  As a result of these 
    factors, management concluded that there has been an impairment in the 
    carrying value of the asset.  A restatement charge of $2.0 million was 
    recorded in the Company's financial statements for the quarter ended 
    September 30, 1997 which reflects management's estimate of the impairment, 
    including estimated disposal costs.  Management has currently reinstated a 
    program of ongoing maintenance (and environmental remediation--see below) 
    and is actively marketing the property for sale through various channels. 
    Management regularly reviews the adjusted value of this asset for further 
    impairment, and believes that the current book value reflects an amount 
    which approximates fair market value.
    
                                                                              10

<PAGE>
   
(b) In August 1997, DBA management entered into discussions with The Titan
    Corporation with regard to a potential acquisition of the Company by Titan. 
    In October 1997, Titan commenced its acquisition due diligence process,
    which included engaging independent environmental consultants to perform a
    preliminary environmental site assessment of all DBA's land and property. 
    This study revealed certain environmental matters at the company's Kissimmee
    facility.  These environmental matters included, but were not limited to, 
    soil contamination and potential asbestos and lead based paint 
    contamination, all of which DBA management had no prior knowledge.
    
   
    The Company subsequently engaged these environmental consultants to perform
    a limited initial determination of the potential range of costs to remediate
    such contamination as well as to determine whether any additional 
    environmental exposures exist with the Company's property.  An initial 
    assessment considering pre-clean up activities, and operation and 
    maintenance of the remediation plan indicates that these costs could range 
    from approximately $3.0 million to $5.5 million (undiscounted).  Such 
    amounts represent an initial estimate, which could change significantly as 
    more extensive studies are performed.  In accordance with SFAS No. 5 
    "Accounting for Contingencies"  and SOP 96-1 "Environmental Remediation 
    Liabilities", the Company recorded a $3.0 million charge, representing the 
    low end of the estimate as no amount within the range was deemed to be a 
    better estimate at that time.  The environmental remediation actions are 
    being undertaken at the sole discretion of management and have not been 
    induced by threat, by government agencies, or by litigation. Therefore, 
    amounts included in the aforementioned estimates, specifically related to 
    legal costs and internal labor costs, are not significant relative to the 
    total estimated costs.  Since this environmental issue  became known to 
    management and was reasonably quantifiable in October 1997, prior to the 
    Company's release of its quarterly results from operations for the three 
    months ended September 30, 1997, an adjustment of $3.0 million was recorded
    in the accompanying income statement for this quarter. In the accompanying 
    balance sheet, approximately $.2 million is included in other current 
    liabilities and the remaining $2.8 million is included in non-current 
    liabilities, based upon the estimated timing of payments related to this 
    liability. This amount represents an adjustment to the previously reported 
    results for this quarter.  The Company commenced its pre-cleanup activities
    which are expected to continue through at least fiscal year 1998.
    
   
(c) In December 1997, the Company received verbal indication from a systems
    integrator for whom it had been developing special purpose mammography 
    scanners that the integrator would likely terminate further discussions 
    regarding its pending contract with DBA. Subsequent to December 31, 1997, 
    the Company received written notification that the integrator would 
    likely terminate further discussions regarding its pending contract with 
    the Company. Prior to December 31, 1997 the Company had identified several 
    customers for fingerprint scanners, which are based on similar technology 
    to the mammography scanners, and had entered into contracts to sell 
    fingerprint scanners. Since the scanners could not be utilized in their 
    intended form, management identified an impairment in the value of this 
    inventory and recorded an adjustment of $1.3 million in the accompanying 
    results from operations for the quarter ended December 31, 1997 in order 
    to reflect these scanners at their net realizable value.  This represents 
    an adjustment to the previously reported results of operations for this 
    quarter.
    
                                                                              11

<PAGE>
   
(d) In December 1997, the Company determined that certain test machinery and 
    equipment which was needed to perform on a recently awarded contract was
    missing parts essential to its operation.  Management believes that the 
    parts may have been removed for use in other equipment, however, management 
    was unable to determine the exact disposition and/or timing of the use of 
    such equipment.  Without these essential parts the test machinery and
    equipment was of little or no value and the Company determined that
    replacing this test machinery and equipment appeared to be more 
    economically advantageous than repairing it.  The net book value of this 
    equipment was approximately $.6 million at December 31, 1997.  Accordingly,
    the Company is recording a charge of $.6 million to write off the book value
    of these assets in the accompanying results from operations for the quarter 
    ended December 31, 1997.  This represents an adjustment to the previously
    reported results of operations for this quarter.  The Company intends to
    closely examine its internal control procedures with respect to its assets 
    and make modifications as appropriate.
    
   
(e) In September 1997, the Company invested $1.6 million by purchasing 
    convertible preferred Series B stock in Flash Comm, Inc. ("FCI"), a
    start-up venture.  At the time of making this investment, DBA management 
    was led to believe that FCI would be raising significant additional debt 
    or equity financing by December 31, 1997, which amounts would enable FCI 
    to perform under its $10.6 million contract to purchase products from 
    DBA.  FCI to date has not raised the additional capital, has not yet 
    generated any significant business, and has to date, no products have 
    been purchased by FCI under its contract with DBA.  To the Company's 
    knowledge FCI has not generated significant revenues.  In light of these 
    circumstances, and the current financial condition of FCI, DBA management 
    presently believes that there is doubt about FCI's ability to achieve 
    commercial success, and thus recognizes that there has been an impairment 
    in the value of the $1.6 million investment recorded by DBA.  An 
    adjustment to write-down the investment by $1.6 million is reflected in 
    the results from operations for the quarter ended December 31, 1997.  
    This amount reflects an adjustment to the previously reported results 
    from operations for this quarter.
    
   
(f) At December 31, 1997, DBA had inappropriately capitalized rate variances 
    of $746 on its Cost Plus Fixed Fee (CPFF) contracts representing costs 
    incurred in excess of provisional billing rates. Such variances occurred 
    primarily in the quarter ended December 31, 1997. A charge of $.7 million 
    has been recorded against revenue at December 31, 1997 in the accompanying 
    financial statements to write off these variances.
    
   
(g) DBA recorded approximately $.6 million in unbilled receivables in 
    fiscal years 1991, 1992 and 1994 related to an overrun claim which 
    is being litigated. The Company had entered into settlement discussions 
    with the U.S. government. In 1992 the settlement offer of the U.S. 
    government was rejected. Management believes that this amount should have 
    been written off in prior periods. However, the amounts were not written 
    off until December 1997, due to a breakdown in DBA's internal controls. 
    The $.6 million is reflected as a charge to SG&A in the quarter ended 
    December 31, 1997. Management believes that the continuing recognition of 
    this receivable DBA represents a breakdown in DBA's internal controls. 
    Titan is reviewing DBA's interal procedures.
    

Excluding the restatement charge discussed above, operating income was 
$538,000 during the current three-month period, up $41,000 from  $497,000 in 
the comparable period in the prior fiscal year.  Increase in total operating 
profit was driven by the increase in base revenues.

Excluding the restatement charge discussed above, operating income for the 
six-month period ended December 31, 1997 equaled $1,230,000, an increase of 
$199,000 over the same period last fiscal year.  This operating margin 
increase from 8.8% to 10.5% was most notably driven by Systems 
Engineering/Development's more favorable performance reflecting successful 
completion of certain Avenger Tracker contracts.

During the three-month period ending December 31, 1997, the Company recorded 
new business bookings of $8,846,000 as compared to $4,939,000 in the prior 
year.  As a result, the backlog at December 31, 1997 was approximately 
$16,000,000, up by $2,700,000 as compared to the September 30, 1997 balance.  
Significant orders booked in the second quarter ended December 31, 1997, 
included $6,283,000 of continuing work for PIE and $1,636,000 of fingerprint 
jobs in CIE.  An order is entered into backlog only when the Company receives 
a definite commitment from a customer.  

                                                                              12

<PAGE>

Interest expense during the current period was $2,000 as compared to $38,000 
recorded in the comparable quarter in the prior fiscal year since all 
remaining debentures were liquidated in December 1996.  The Company has no 
long term debt. Interest income for the six-month period ended December 31, 
1997 increased to $432,000 from  $365,000 as comparable to the same period 
last year mainly due to a higher cash balance of $1,892,000.

The tax benefit for the three months and six months ended December 31, 1997 
represents the deferred tax benefit, primarily resulting from the special 
charge noted above, net of a valuation allowance, which management believes 
more likely than not will be realized in future periods.  The tax provision 
for the three months and six months  ended December 31, 1996 approximates the 
statutory federal and state income tax rates.
   
As a result of the above factors, net loss was $4,005,000 or $(.90) per share 
in the current quarter ended December 31, 1997 as compared to $372,000 or 
$.08 per share in the same period of the prior fiscal year. 
    
   
Net loss for the six-month period ended December 31, 1997, equaled $7,821,000
or $(1.77) per share, compared to net income of $695,000 or $.15 per share 
over the comparable period for last year. 
    
LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1997 the Company had working capital of approximately 
$17,817,000, down $513,000 or 2.8%, when compared to the $18,330,000 as of 
June 30, 1997. Accounts receivable-net decreased $1,493,000 from $3,523,000 
at June 30, 1997 to $2,030,000 at December 31, 1997 due to efficient 
collection of outstanding trade receivables and aggressive pursuit of "past 
due" accounts. Costs and estimated earnings in excess of billings on 
uncompleted contracts increased from $2,318,000 at June 30, 1997 to 
$3,575,000 at December 31, 1997 due to timing differences.  A large part of 
these timing differences was due to $554,000 of expenses on the new contract 
with CBM Archives.

The Company has been seriously studying several further investment 
opportunities in planning to utilize part of its remaining $14.0 million of 
cash in order to increase return-on-equity and enable the Company to grow in 
revenue and income. Additionally, in the first quarter of FY 98 the Company 
engaged The Robinson-Humphrey Company, Inc., investment bankers, to develop, 
evaluate and report to the Board of Directors on alternatives to maximize 
shareholder value. The alternatives evaluated by Robinson-Humphrey were not 
constrained and they covered the gamut including sale of the Company or a 
division thereof, merger acquisitions or divestitures, revising the Company's 
capital structure, and identifying possible strategic partners. 

   
In September 1997, the Company invested $1.6 million by purchasing 
convertible preferred Series B stock in Flash Comm, Inc. ("FCI"), a start-up 
venture.  At the time of making this investment, DBA management was led to 
believe that FCI would be raising significant additional debt or equity 
financing by December 31, 1997, which amounts would enable FCI to perform 
under its $10.6 million contract to purchase products from DBA.  FCI to date 
has not raised the additional capital, has not yet generated any significant 
business, and to date, no products have been purchased by FCI under its 
contract with DBA.  To Titan's knowledge, FCI has generated no significant 
revenue.  In light of these circumstances, and the current financial 
condition of FCI, DBA management presently believes that there is doubt about 
FCI's ability to achieve commercial success, and thus recognizes that there 
has been an impairment in the value of the $1.6 million investment recorded 
by DBA.  An adjustment to write-down the investment by $1.6 million is 
reflected in the results from operations for the quarter ended December 31, 
1997.  This amount reflects an adjustment to the  previously reported results 
from operations for this quarter.
    
                                        
                                      13

<PAGE>

Subsequent to the close of the second quarter, on January 6, 1998, the 
Company announced acceptance by the DBA Board of Directors of a proposal by 
the Titan Corporation to acquire DBA Systems, Inc.  The proposal includes a 
stock-for-stock swap of Titan common shares for DBA common shares computed 
with an exchange ratio of 1.367.  A special meeting of the DBA shareholders 
is expected to be held on February 27, 1998, to obtain the concurrence of the 
shareholders with the Titan proposal.

The Company's $4,000,000 unsecured line of credit with a bank expires January 
31, 1999. Amounts drawn on this line of credit accrue interest at either the 
bank's prime rate or LIBOR plus 1.75% as selected by the Company upon the 
utilization of any portion of the line of credit.  The Company had no 
borrowings against the line of credit at December 31, 1997.
 
During the quarter ending December 31, 1997, the Company acquired capital 
equipment of approximately $82,000.

The Company believes liquidity and capital funding requirements for fiscal 
1998 can be internally satisfied from working capital.

PART II --     OTHER INFORMATION

ITEM 4. --     SUBMISSION OF MATTERS TO A VOTE OF SECURITY  HOLDERS 

     (a)  The Annual Meeting of Shareholders of the Company was held on November
          12, 1997. 
     
     (b)  The Board of Directors for the ensuing year was established at  seven
          (7).  Mr. James E. Pruitt was nominated and elected at the meeting as
          a Director of the Company for a three year term. Dr. Lynn E. Weaver
          and Mr. Thomas J. Boyce, Jr. and were nominated and re-elected at the
          meeting as Directors of the Company for a three-year term.
     
          Mr. John L. Slack,  Amb. Robert F. Ellsworth, Mr. William C. Potter
          and Dr. Richard N. Baney continued as Directors of the Company after
          the meeting. 

                                                                              14

<PAGE>
     
     
     (c)  A brief description of the matters voted upon at the Annual
          Shareholders' Meeting on November 12, 1997 is as follows:
     
          (1)  To elect three Class I Directors:
     
<TABLE>
<CAPTION>
                                             Votes         Votes
                                               For      Withheld
                                             -----      --------
               <S>                       <C>           <C>
               Mr. Thomas J. Boyce, Jr.  3,898,428        65,762
               Dr. Lynn E. Weaver        3,897,922        66,268
               Mr. James E. Pruitt       2,277,430     1,686,760

</TABLE>

          (2)  To approve the selection of Deloitte & Touche LLP; Orlando,
               Florida as Independent Certified Public Accountants for the
               Company for the 1998 fiscal year.

<TABLE>
<CAPTION>

               Votes For      Votes Against       Votes Abstaining
               ---------      -------------       ----------------
               <S>            <C>                 <C>
               3,957,033          2,427                4,730

</TABLE>

ITEM 5. --     OTHER INFORMATION

   
On September 29 the Company announced the signing of a $10.6 million 
Agreement with Flash Comm, Inc. (FCI), a start-up venture, for the design, 
development, and manufacture of mobile sensor and transceiver asset monitor 
units to be employed in a two-way, North American continent wireless data 
communications system.  The asset monitor units enable operators in the 
commercial transportation market to track fixed and mobile assets such as 
trucks and trailers.  FCI is majority owned by HVFM-II, whose major investor 
is the Harris Corporation.  HVFM-II partners with Harris for Harris' 
commercial technology spin-offs, counting among its accomplishments a 
portfolio of successful startup commercial companies.  Based on facts and 
circumstances which became known to the Company after entering into this 
agreement, the Company determined that it would likely receive no future 
benefit under this contract.  Refer to Management's Discussion and Analysis 
for further discussion.
    

In July the Company announced the award of a $1 million two year contract by 
US Army Communications/Electronics Command (CECOM) for depot level repair and 
overhaul of Vertical Displacement Gyroscopes.  The award of this contract 
marks DBA's return to the gyro business and will position the Company to 
pursue other depot level gyro repair contracts.

On December 19, 1997 the Company announced the award of a $1.4 million 
commercial order for fingerprint digitizing scanners with associated 
workstation and document image archiving equipment.  The order was received 
from CBM Archive Company as part of their prime contract to provide the Texas 
Department of Public Safety a turnkey ANSI/NIST Fingerprint-Criminal History 
Document Image Archive system.

                                                                              15

<PAGE>

On January 6, 1998 the Titan Corporation (NYSE: TTN) and DBA Systems, Inc.
jointly announced that they have signed a definitive merger agreement under
which Titan will acquire all of DBA's 4,422,000 outstanding shares in a tax free
exchange of common stock, with a fixed exchange ratio of 1.367 shares of Titan
common stock for each DBA share.  DBA Systems will become a part of Titan
Technologies and Information Systems, a newly formed, wholly owned subsidiary of
The Titan Corporation.  The transaction is subject to approval by the
shareholders of both companies, as well as certain other conditions.  The Titan
Corporation, headquartered in San Diego, designs, manufactures and installs high
technology information and electronic systems and products for commercial and
government clients.

                                                                              16

<PAGE>

ITEM 6. --     EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The exhibit index filed with this report is on page 18.

     (b)  Reports on Form 8-K - none.






Pursuant to the requirements of Section 13 and 15 (d) of the Securities and 
Exchange Act of 1934, the Registrant has duly caused this Report to be 
executed on its behalf by the undersigned, thereto duly authorized.

                                   DBA SYSTEMS, INC.


   
Date: June 9, 1998                 By:  /s/ Eric M. DeMarco
     -----------------------           ------------------------------
                                   Eric M. DeMarco
                                   Principal Accounting Officer
    





                                                                              17

<PAGE>


                                 DBA SYSTEMS, INC.
                                   EXHIBIT INDEX
                                          
                            
                             
                                                                  Page No.   
                                                                  --------
Exhibit 11 - Computation of earnings (loss) per share                19










                                                                              18