<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM 10-K
                                    ---------

                  Annual Report Pursuant to Section 13 or 15(d)
                  ---------------------------------------------
                     of the Securities Exchange Act of 1934
                     --------------------------------------

     FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997 Commission File No. 0-13965
                               -----------------
 
                     GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                Delaware                                   04-3051642
         (State of Incorporation)           (I.R.S. Employer Identification No.)

           320 Needham Street, Newton Upper Falls, Massachusetts       02164
           ------------------------------------------------------------------
                (Address of Principal Executive Offices)           (Zip Code)

        Registrant's telephone number, including area code (617) 969-0050
`                                                          -------------- 
           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                               -------------------
                          Common stock, par value $.01

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

Number of Shares of Common Stock
outstanding at May 20, 1997               4,013,548
                                          ---------
 
The aggregate market value of voting stock of the registrant held by
non-affiliates of the registrant (i.e., stockholders who are not directors,
officers or employees of the registrant and are not otherwise persons who
control or are controlled by or under common control with the registrant) was 
$6,334,043 as of May 20, 1997.

                       Documents Incorporated by Reference
                       -----------------------------------

Portions of the Annual Report to Stockholders of the registrant for fiscal year
1997 are incorporated by reference in Part II. Portions of the definitive proxy
statement for the Annual Meeting of Stockholders of the registrant to be held on
July 15, 1997 are incorporated by reference in Part III.




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                  The Index to Exhibits is located at Page 17.

                                     PART I
                                     ------

ITEM 1. BUSINESS
----------------

GENERAL
-------

GZA GeoEnvironmental Technologies, Inc. ("GZA" or the "Company") provides
geotechnical engineering, environmental consulting and remediation services to
industrial, commercial, financial, public service and government clients.
Environmental services range from the initial assessment and evaluation of
contaminated sites to the design, construction and operation of remediation
systems to treat, control or remove contamination. GZA also helps clients to
plan, coordinate and implement effective environmental and occupational health
and safety management programs. Geotechnical services involve the evaluation of
soil, rock and groundwater conditions for the design and construction of
buildings, highways, tunnels, dams, piers and other structures. GZA also
provides drilling, laboratory and instrumentation services in support of its
environmental and geotechnical activities.

GZA's strategy is to provide vertically integrated services that range from the
identification of a potential problem through the design and implementation of a
solution, although the Company often enters into contracts requiring only one of
its services. Management believes that the Company's ability to combine
environmental and geotechnical capabilities differentiates GZA from many of its
competitors. Environmental problems frequently involve soil and groundwater
contamination. Often, geotechnical expertise is essential in developing the best
remedial solutions, which may involve excavation and removal of contaminated
soil and groundwater, containment by subsurface and surface hydraulic barriers,
and management of groundwater flow through soil and rock. In such situations,
GZA's geotechnical and environmental personnel work together to evaluate and
develop engineered solutions to environmental problems. Management believes that
these complementary skills enable GZA to offer a broad technical approach and
efficient solutions to clients' problems.

The Company provides services to clients through its subsidiaries and
affiliates. Environmental consulting, environmental remediation and geotechnical
services are performed primarily by GZA GeoEnvironmental, Inc. (GZA
GeoEnvironmental), and drilling operations by GZA Drilling, Inc. (GZA Drilling),
both wholly owned subsidiaries. Certain services in New York are provided by the
Company's affiliate, Goldberg-Zoino Associates of New York, P.C. (GZANY), doing
business as GZA GeoEnvironmental of New York, a professional corporation owned
by officers, directors and stockholders of the Company. Aquaterra Environmental
Consultants Limited, the Company's 50%-owned joint venture in the United
Kingdom, provides environmental services in Europe.

SERVICES
--------

The Company's services can be divided into three broad categories: environmental
consulting, environmental restoration and geotechnical engineering. Any given
project may involve activities in more than one of these categories.

ENVIRONMENTAL CONSULTING SERVICES

The Company provides a wide variety of services which deal with environmental
issues, seeking solutions that address regulatory requirements that are
acceptable to clients in terms of both cost and risk.




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ENVIRONMENTAL MANAGEMENT AND REGULATORY COMPLIANCE SERVICES. GZA's integrated
services help clients to plan, coordinate and implement effective strategies to
comply with current environmental and occupational health and safety
regulations. Services include:

     -   Compliance Audits
     -   Regulatory Training
     -   Occupational Health & Safety
     -   Wastewater Management
     -   Pollution Prevention
     -   Strategic Planning
     -   ISO 14000 Services
     -   Permitting Assistance
     -   Air Quality Engineering
     -   Community Relations

PROPERTY TRANSFER STUDIES/ENVIRONMENTAL SITE ASSESSMENTS. GZA helps clients
assess the risks associated with the purchase and/or management of real estate
and businesses. Services include:

     -   Phase I and Phase II Environmental Site Assessments
     -   Regulatory Compliance Audits of Operating Facilities

ENVIRONMENTAL INVESTIGATIONS OF CONTAMINATED SITES AND FACILITIES. GZA performs
all aspects of environmental investigation for projects ranging from individual
leaking underground storage tanks to Superfund sites. Services include:

     -   Hydrogeologic and Remedial Studies
     -   Facility Evaluation and Voluntary Corrective Actions
     -   Feasibility Studies and Remedial Design

RISK ASSESSMENT. GZA helps clients evaluate environmental data and quantify the
level of risk of various activities to human or ecological receptors. Services
include:

     -   Human Health and Ecological Risk Assessment
     -   Development of Risk-Based Cleanup Levels

NATURAL RESOURCE EVALUATION AND PERMITTING. GZA identifies potential risks posed
to natural resources and develops solutions that are environmentally acceptable
and economically viable. Environmental, geotechnical and civil engineering
services include:

     -   Water Resource Evaluation and Aquifer Protection
     -   Erosion Control and Stormwater Management
     -   Wildlife and Aquatic Habitat Evaluation
     -   Wetland Impact Assessment and Mitigation Design




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SOLID WASTE MANAGEMENT SERVICES. GZA assists the owners and operators of
landfills in the siting, design, construction, operation, maintenance,
remediation, and closure of solid waste landfills. Services include:

     -   Feasibility Studies
     -   Environmental Impact Studies
     -   Geologic and Hydrogeologic Evaluations
     -   Permitting
     -   Facility Design
     -   Facility Operation
     -   Closure/Post Closure
     -   Environmental Remediation

ENVIRONMENTAL RESTORATION SERVICES

GZA provides engineering and construction services to help clients locate,
identify and remediate environmental contamination. GZA can either design and
implement its own restoration plan or can construct and operate cleanup systems
designed by others.

DESIGN AND CONSTRUCTION OF ENVIRONMENTAL TREATMENT SYSTEMS. GZA performs some or
all aspects of design, construction, installation, and start-up of remedial
treatment systems. These systems utilize remediation techniques such as: soil
stabilization/fixation, soil vapor extraction, counter-current aeration, carbon
absorption, thermal desorption and bioremediation.

OPERATION AND MAINTENANCE SERVICES. GZA provides operation and maintenance
services for treatment systems as well as performance evaluations, including
periodic sampling and analyses of contaminants to monitor cleanup progress.

DESIGN AND CONSTRUCTION OF CONTAINMENT SYSTEMS. GZA designs and constructs
containment systems, using a variety of techniques to physically isolate
contaminants from the surrounding environment.

HAZARDOUS MATERIALS MANAGEMENT. GZA acts as a general contractor on assignments
where the chosen remedial alternative is removal and off-site disposal of
hazardous or contaminated material. GZA oversees excavation, performs testing
and waste characterization, evaluates and monitors transportation and disposal
vendors, and assists with administration and regulatory compliance.

REMOVAL AND/OR REPLACEMENT OF TANKS AND PIPING SYSTEMS. GZA provides underground
storage tank testing and assessment; regulatory compliance audit and planning
services; and management of tank or piping upgrade, removal and installation.

ASBESTOS AND LEAD MANAGEMENT AND ABATEMENT. GZA provides a variety of services
including asbestos surveys, and lead risk assessments, management of the
abatement process, air quality monitoring and development and periodic review of
asbestos management programs.

FACILITY CLOSURE AND RESTORATION. GZA provides integrated remediation services
to clients who are closing facilities and/or restoring contaminated sites for
redevelopment. Multi-phase services include environmental assessments,
cost-benefit analysis, and remedial design and construction management.
Applications include facility/equipment decontamination and decommissioning as
well as lagoon and landfill closures.



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GEOTECHNICAL ENGINEERING SERVICES

The Company's geotechnical engineers analyze the properties of soil and rock to
develop recommendations and specifications for the design and construction of
structures and civil works projects. Clients include engineers and architects,
construction firms, public agencies, real estate developers and property owners.

SOIL AND ROCK ENGINEERING. GZA provides engineering services for analysis,
design and construction monitoring of geotechnical construction challenges such
as earthwork, braced excavations, dewatering, slope stability, geosynthetics and
ground improvement.

FOUNDATION ENGINEERING. GZA makes recommendations to other design professionals
concerning foundation design and construction. To formulate its recommendations,
the Company performs geological studies, subsurface exploration and laboratory
testing and analysis to determine the engineering properties of subsurface
materials and to identify related engineering and construction issues.

DAMS. GZA provides consulting, design and inspection services in connection with
new construction and the rehabilitation of concrete and embankment dams, dikes
and levees.

MARINE FACILITIES. GZA provides specialized geotechnical engineering and
structural design for the construction of new marine facilities, both marginal
and off-shore, and the rehabilitation and remediation of existing facilities.

TUNNELS. GZA provides geotechnical engineering for the design and construction
of shafts, tunnels and underground chambers in soil and rock for mass transit
programs, utilities, water supply systems, highways and other uses. Services
range from geological investigations and mapping to recommendations for
structural design and construction to installation and monitoring of
instrumentation.

TRENCHLESS CONSTRUCTION. GZA helps owners, engineers and contractors make
decisions regarding the use of trenchless construction for utility development
and other projects. Services include equipment applicability evaluations,
subsidence evaluations and groundwater control, and involve use of pipe jacking,
microtunneling and directional drilling.

SERVICES TO CONTRACTORS. GZA assists construction companies with specialized
technical services that deal with design, safety, environmental and quality
control issues. Examples of these services include:

     -   Pile Driving Studies/Testing 
     -   Earthwork Control 
     -   Cofferdam/Underpinning Design 
     -   Dewatering System Design 
     -   Vibration/Noise Monitoring 
     -   Health and Safety Plans 
     -   Environmental Monitoring and Reporting

INFORMATION SERVICES

The Company has recently formed an Information Systems Division ("ISD") to
develop and deliver information management solutions to its existing and future
clients, as well as administer the Company's internal information management
strategy. This division was formed in recognition of the Company's traditional
role as a services firm, largely in the business of acquiring, accumulating and
processing data, and presenting information to, or on behalf of, its clients.



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The information related services and systems that GZA's ISD will provide to its
clients fall into one of three general categories: 1) services and products that
enhance communication between GZA and its client, 2) services and products that
enhance communication between a client and the outside world, and 3) services
and products that enhance the ability of a client to utilize data within its own
organization and improve operational and management efficiency, particularly in
the area of environmental information management.

SUPPORT SERVICES

To support its services to clients, GZA maintains a geotechnical instrumentation
group, an environmental laboratory, a geotechnical laboratory and a drilling
operation. Management believes that internal availability of these support
services enables the Company to control quality and to provide faster results
than could generally be obtained from independent commercial providers of such
services.

GEOTECHNICAL INSTRUMENTATION. GZA's Soil and Rock Instrumentation Division
("SRI") supports the Company's geotechnical and environmental projects, and also
provides specialty geotechnical instrumentation and engineering services to the
heavy construction industry and other clients. SRI maintains an instrumentation
laboratory and a fabrication shop. On geotechnical projects, SRI designs,
installs and monitors instruments to observe excavation support systems,
tunnels, and deep foundations during construction. On environmental projects,
SRI performs automated pump tests to determine the characteristics of aquifers.
SRI also develops custom software to be used in automatic data acquisition
systems for dams and construction projects where rapid collection and analysis
of data are required.

LABORATORIES. GZA's Environmental Chemistry Laboratory analyzes soil, water, air
and waste samples in connection with GZA's environmental studies. GZA's Mobile
Laboratory and Vibratory Drill Rig provide field sampling and small diameter
well installation as well as on-site, real-time chemical analysis. GZA's
Geotechnical Laboratory performs analyses to determine the permeability,
strength, compressibility and other engineering properties of rock cores and
soil samples. The Geotechnical Laboratory also has the equipment necessary to
determine geomembrane seam strength as well as frictional resistance between
geomembranes and soils or other geosynthetics.

DRILLING. GZA performs drilling, sampling and installation of monitoring and
recovery wells for clients who have engaged GZA to provide other services, for
other contractors and for government agencies. Drilling to obtain samples
usually forms part of the subsurface investigation phase of both environmental
and geotechnical projects. The drilling operation also provides dewatering and
pump testing support services.

JOINT VENTURES
--------------

AQUATERRA (U.K.)

In 1991, the Company entered into a joint venture with Carl Bro Group (U.K.)
Limited to form Aquaterra Environmental Consultants Limited, a limited liability
company whose stock is owned equally by the Company and Carl Bro. Located in
Leeds, Great Britain, Aquaterra provides services related to contaminated land
and groundwater and to environmental concerns of operating facilities.

GEOAMBIENTE (MEXICO)

In July 1994, the Company and Grupo Sacmag, S de RL de CV (Sacmag), one of the
five largest engineering firms in Mexico, established a new Mexican company
called GeoAmbiente, SA de CV to perform environmental consulting, engineering
and construction services for public and private sector clients throughout
Mexico. 




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GeoAmbiente's stock is owned 50 percent by the Company and 50 percent by Sacmag
and its affiliates. In August 1995, the shareholders of GeoAmbiente agreed to
suspend operations as of October 1, 1995, and that GeoAmbiente would be inactive
until at least September 30, 1996. In December, 1996, the Company agreed to sell
its interest in GeoAmbiente to its joint venture partner and three individual
investors.

CUSTOMERS
---------

The Company's client base includes industrial companies, owners and operators of
solid waste landfills, real estate developers, architects and engineers,
construction firms, parties to property transfers and financings (lenders, law
firms, corporations and developers) and public agencies. The Company derives
most of its revenues from the private sector, which accounted for approximately
83% of net revenues during the past year.

In fiscal 1997, the Company was actively engaged in approximately 3,600
assignments for approximately 1,700 clients. These assignments ranged from brief
projects (of one month or less) such as environmental site assessments and
geotechnical foundation evaluations to long-term projects such as multi-year
hazardous waste cleanups and geotechnical infrastructure projects. Most
assignments of the Company were short-term (less than six months in duration),
and management estimates that 43% of net revenues in fiscal 1997 were derived
from projects for which net revenues were $50,000 or less. In fiscal year 1997,
no one customer accounted for more than 10% of the Company's net revenues.

BACKLOG
-------

As of April 30, 1997, the Company had a backlog of orders it believed to be firm
of approximately $38 million. This amount includes estimated amounts under
orders on a time and materials, unit price or other basis without a fixed price,
and represents gross revenues, including cost of services and materials
subcontracted to third parties. Management anticipates that approximately $29
million of the total backlog will be completed in the current fiscal year. As of
April 30, 1996, the Company had a backlog of orders of approximately $41
million. The $3 million difference in backlog from April 1996 to April 1997 is
attributable principally to a decline in remedial construction and contractor
support services backlog. Because work under the Company's orders generally can
be terminated by the client at any time, there is no assurance that all amounts
included in backlog will ultimately be realized, even if covered by written
contracts.

COMPETITION
-----------

The markets for environmental and geotechnical services have become increasingly
competitive. At each district office and for each service offered, the Company
competes with many different firms, ranging from small local firms to large
regional and national firms having substantially greater financial and marketing
resources than the Company. Competition in both the environmental and
geotechnical services markets is based primarily on quality, diversity of
services, geographic location, price and reputation. In some geographic markets,
GZA provides environmental engineering and consulting, geotechnical engineering
design and contractor support services. Some state and local statutes and
regulations may inhibit the Company's ability to compete for construction work
in areas at or near sites where the Company has formerly provided engineering or
design services. Management believes the Company is one of the few firms based
in the New England region that offers a combination of environmental consulting,
remediation services, and geotechnical engineering. Management believes that its
ability to provide this range of services enhances the Company's competitive
position in the New England market.

IMPACT OF ENVIRONMENTAL REGULATION
----------------------------------



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The business of the Company and its clients is subject to a wide range of
overlapping federal, state and local laws and regulations concerned with
protection of the environment. These laws and regulations have helped to create
a demand for many of the services offered by the Company. Changes in
environmental laws and regulations, in the regulatory climate generally, and in
the resources available to and priorities of the federal, state and local
agencies responsible for enforcement of environmental laws and regulations could
materially affect demand for the Company's services.

Recent federal actions significantly reducing the budget of the U.S.
Environmental Protection Agency (EPA) and ongoing legislative proposals to
narrow the scope of the federal Superfund and Clean Water Acts and delays in EPA
rule making could result in reduced demand for the Company's services.
Conversely, regulatory reform initiatives designed to shift responsibility for
environmental compliance and enforcement from government agencies to private
parties could create new opportunities for the Company. Such privatization
initiatives have been taken in Massachusetts and Connecticut where, under a
statute analogus to the federal Superfund Act, supervision of the clean-up of
contaminated sites has for the most part been delegated by state regulatory
officials to "Licensed Site Professionals" or "Licensed Environmental
Professionals" employed by private entities. The Company employs a number of
individuals qualified and licensed in these and other states in which the
Company provides services. Regulatory reform initiatives may also reduce the
cost of environmental cleanups and therefore activate private remediation
projects that have been pending. Whether such initiatives will lead to increased
need for the Company's services is not yet known, and there can be no assurance
that changes in the regulatory climate and in environmental statutes and
regulations will not result in reduced demand for such services.

The principal statutes affecting the Company's business and the markets it
serves include the following:

RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 ("RCRA"). RCRA, as amended by the
Hazardous and Solid Waste Amendments of 1984, establishes a comprehensive
regulatory scheme for the handling, transportation, treatment, storage and
disposal of hazardous waste. Although "cradle-to-grave" responsibility for
hazardous wastes rests with generators of the material, every facility that
treats, stores or disposes of specified minimum amounts of hazardous waste must
comply with specific operating, design, financial responsibility and closure
requirements. These requirements have contributed to demand for the Company's
consulting services, permitting assistance, remedial design and implementation
and waste management services.

COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980
("CERCLA" OR "SUPERFUND"). CERCLA, as amended by the Superfund Amendments and
Re-authorization Act of 1986 ("SARA"), addresses problems created by past
handling and disposal of hazardous substances. It requires the EPA to identify
contaminated sites and to compel a wide array of "responsible parties" to pay
for necessary cleanup activities. CERCLA also authorizes multiple damages and
penalties for non-compliance with EPA orders and provides funds (hence the name
"Superfund") for the EPA to perform cleanup activities in appropriate
circumstances. The Company's related services include site investigations,
feasibility studies, development and implementation of alternative remediation
plans, oversight of contractors and support and expert testimony for related
litigation.

FEDERAL WATER POLLUTION CONTROL ACT OF 1972 (THE "CLEAN WATER ACT"). The Clean
Water Act establishes a system of standards, permits and enforcement procedures
for the discharge to water of pollutants from industrial and municipal sources.
The law sets treatment standards for industries and wastewater treatment plants.
The law also regulates and requires permits for development and construction
activities involving wetlands and navigable waters. The Company provides a range
of services in connection with this regulatory scheme, including regulatory
permitting assessments, conceptual design planning, assistance with
environmental impact studies, reports and applications for environmental permits
and construction services.




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CLEAN AIR ACT AMENDMENTS OF 1990 (THE "CLEAN AIR ACT"). The Clean Air Act
consists of major initiatives to attain and maintain National Ambient Air
Quality Standards, to ensure that all new sources of potential atmospheric
emissions are equipped with appropriate pollution control technology and to
ensure that emissions of hazardous air pollutants are controlled to the maximum
extent possible. The law established a comprehensive new operating permit
program known as the Title V program. The Company provides a range of air
quality services including emission inventories and preparation of permit
applications.

OTHER REGULATIONS. In addition to federal environmental regulations, many states
and local authorities have enacted laws regulating activities affecting the
environment, some of which impose differing, and sometimes stricter, standards
than their federal counterparts. Examples include a variety of statutes related
to "Brownfields" initiatives. Brownfields are abandoned or underutilized
properties where actual or perceived contamination may interfere with
redevelopment. Many states are encouraging reuse of such sites through the
promulgation of regulations that establish clean-up standards based on current
risks and reasonably foreseeable future site use, rather than theoretical risks
and unlikely end uses that always require "clean closure" prior to
redevelopment. Some states may also provide covenants not to sue or "no further
action required" agreements that document the regulators' acceptance of the
clean-up process. Such covenants and agreements may be transferable with the
property. The Company is working on a number of projects involving Brownfields
sites, providing services ranging from initial investigation through final
construction.

POTENTIAL LIABILITY, RISK MANAGEMENT AND INSURANCE
--------------------------------------------------

The Company's professional environmental consulting, remediation design and
geotechnical engineering services, as well as its remedial construction,
drilling and test boring operations, involve risks of significant liability for
environmental and property damage, personal injury, economic loss, and costs,
fines and penalties assessed by regulatory agencies. Liability for environmental
contamination and for the provision of environmental services is a rapidly
developing area of the law, and it is difficult to assess accurately the areas
and magnitude of potential risks to the Company.

Some statutes and judicial decisions impose strict liability on a party who
causes or contributes to the release of contaminants into the environment, even
if the party acted without negligence or fault. Under certain circumstances, a
government or private party might allege that the Company's own analytical,
consulting or remedial activities subject the Company to liability under various
statutes or regulations. Services by the Company's environmental consultants as
Licensed Site and Licensed Environmental Professionals may expose the Company to
additional liability. In addition to its potential liability under statutes and
common law, the Company sometimes agrees to indemnify clients for losses and
expenses they may incur as a result of the Company's services, some of which may
not be covered by the Company's insurance.

The Company maintains comprehensive programs for risk management, health and
safety training and medical monitoring of its field employees, quality assurance
and quality control and loss prevention. The Company seeks to include in its
contracts with clients provisions that limit GZA's liability to the client and
that require the client to indemnify GZA for costs and liabilities not caused by
the Company's negligence or misconduct. However, not all contracts include these
provisions and there is no assurance that such provisions can be enforced or
that the client will have adequate financial resources to stand behind its
indemnity.

The Company has a broad-range insurance program with large commercial insurers
designed to limit exposure arising out of its activities. It maintains
comprehensive general, automobile and excess liability coverage with aggregate
limits of $15 million written on an occurrence basis. It also maintains an
environmental professional liability policy which covers professional liability,
contractor's environmental liability and completed operations, with an aggregate




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limit of $3 million in excess of a deductible of $500,000, written on a
claims-made basis for occurrences since 1986. The law concerning the extent of
coverage available under the Company's liability insurance policies in the
context of environmental claims is unsettled and is likely to remain so in the
foreseeable future. All of the Company's policies permit termination by the
insurer without cause. There is no assurance that the Company will be able to
maintain or replace its insurance policies, that premiums will remain at levels
which economically permit the maintenance of such coverage, that all claims that
may be asserted against the Company will be covered by insurance or that such
claims will not exceed the coverage limits.

EMPLOYEES
---------

On April 30, 1997, the Company had 455 employees, including 369 technical
personnel. The Company's technical staff consists of civil and environmental
engineers, geologists, drillers and a number of specialists in such fields as
hydrology, chemistry, toxicology, biology and industrial hygiene. Management
believes that the future success of the Company depends in large part on its
ability to continue to attract and retain qualified professional staff. The
market for such professionals is competitive.

ITEM 2. PROPERTIES
------------------

The Company's corporate and administrative headquarters, and one of its district
offices, are located in Newton Upper Falls, Massachusetts, where the Company
occupies two buildings. One of the buildings is approximately 42,000 square feet
and has a lease which extends through February 2001. During fiscal 1997, the
Company paid approximately $714,000 in base rent for this facility. The other
location in Newton Upper Falls is for approximately 10,880 square feet. In
fiscal 1997, the Company paid approximately $126,000 in base rent for this
facility.

The Company leases 21 other principal facilities located in Phoenix, Arizona;
Vernon, Connecticut; Duluth, Georgia; Portland, Maine; Brockton, Massachusetts;
West Newton, Massachusetts; Springfield, Massachusetts; Worcester,
Massachusetts; Livonia, Michigan; Grand Rapids, Michigan; Manchester, New
Hampshire; Lyndhurst, New Jersey; Marlton, New Jersey; Buffalo, New York;
Annapolis, Maryland; Charlotte, North Carolina; Providence, Rhode Island;
Dallas, Texas; Rutland, Vermont; South Burlington, Vermont; and Pewaukee,
Wisconsin. These other facilities have a combined square footage of
approximately 107,000 square feet. Aggregate base rent for all facilities leased
by the Company (other than its facilities in Newton Upper Falls) during fiscal
1997 totalled approximately $1,378,000. The lease terms expire at various times
through September 30, 2001.

The Company believes that its existing facilities are adequate to meet current
requirements and that suitable additional or substitute space will be available
on reasonable terms as needed to accommodate any expansion of operations and for
additional offices as required.

In addition to its leasehold interests in real property, the Company also owns
computer equipment, vehicles, drilling rigs, laboratory equipment and
instrumentation, remediation treatment equipment and other machinery, equipment
and furniture.

ITEM 3. LEGAL PROCEEDINGS
-------------------------

The Company is party to several legal proceedings arising in the normal course
of business. Management believes that the outcome of these actions will not,
individually or in the aggregate, have a material adverse effect on the results
of operations or financial condition of the Company.


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

Not Applicable

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                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------------

The information appearing under the caption "Supplemental Information" in the
Annual Report to Stockholders of the Company for the fiscal year ended February
28, 1997 (the "1997 Annual Report"), in the form included as Exhibit 13.1 to
this Annual Report on Form 10-K, is incorporated herein by reference.

RECENT SALES OF UNREGISTERED SECURITIES. During the three fiscal year period
ended February 28, 1997, the Company issued to 18 employees an aggregate of
35,881 shares of the Company's Common Stock ("Restricted Stock") pursuant to the
Company's 1995 Stock Incentive Plan. The Restricted Stock was awarded as
additional compensation in the nature of a bonus, and no separate consideration
was paid by the recipients. The issuances of Restricted Stock were exempt from
the registration requirements of Section 5 of the Securities Act of 1933, as
amended (the "Act"), by virtue of the exception set forth in Section 4(2) of the
Act.

ITEM 6. SELECTED FINANCIAL DATA
-------------------------------

The information appearing under the caption "Summary Financial Information" in
the 1997 Annual Report is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------

The information appearing under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the 1997 Annual
Report is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

The information appearing under the captions "Consolidated Balance Sheets,"
"Consolidated Statements of Operations," "Consolidated Statements of
Stockholders' Equity," "Consolidated Statements of Cash Flows," and "Notes to
Consolidated Financial Statements" in the 1997 Annual Report Exhibit 13.1 of
Form 10-K is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

None


                                    PART III
                                    --------


ITEMS 10, 11, 12 AND 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
----------------------------------------------------------------------------
EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
---------------------------------------------------------------------------
MANAGEMENT; AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------

The information called for by Items 10, 11, 12 and 13 is incorporated by
reference to the definitive proxy statement relating to the Annual Meeting of
Stockholders of the Company to be held on July 15, 1997 (the "1997 Proxy
Statement"), as filed or to be filed with the Commission no later than 120 days
after the end of the fiscal year covered by this report.




                                       11
<PAGE>   12

                                     PART IV
                                     -------


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K(a)(1)
------------------------------------------------------------------------------
AND (2)
-------

The following consolidated financial statements of GZA GeoEnvironmental
Technologies, Inc. and its Subsidiaries and Affiliate included in the 1997
Annual Report are incorporated by reference in Item 8:

     Report of Independent Accountants.

     Consolidated Balance Sheets at February 28, 1997, and February 29, 1996.

     Consolidated Statements of Operations for the fiscal years ended February
     28, 1997, February 29, 1996 and February 28, 1995.

     Consolidated Statements of Changes in Stockholders' Equity for the fiscal
     years ended February 28, 1997, February 29, 1996 and February 28, 1995.

     Consolidated Statements of Cash Flows for the fiscal years ended February
     28, 1997, February 29, 1996 and February 28, 1995.

     Notes to Consolidated Financial Statements for the fiscal years ended
     February 28, 1997, February 29, 1996 and February 28, 1995.

The following consolidated financial statement schedules of GZA GeoEnvironmental
Technologies, Inc. and its Subsidiaries and Affiliate are included as exhibits
to this report:

                                                                           Page
                                                                           ----

         Schedule II          Valuation and Qualifying Accounts             16

(a)(3) EXHIBIT LIST. The documents listed below are filed as exhibits with this
report or are incorporated by reference to documents previously filed with the
Commission as exhibits. The Company's file number under the Act is 0-13965.

     3.1       Restated Certificate of Incorporation of the Company(1)

     3.3       Amended and Restated By-Laws of the Company(2)

     4         Specimen certificate for the Common Stock of the Company(1)

     10.2      Indenture of Lease dated September 5, 1984 and effective as of
               December 1, 1981, and First Amendment to Indenture of Lease,
               between GZA and Donald T. Goldberg and William S. Zoino, for the
               GEO Building, Newton Upper Falls, Massachusetts(1)

     10.6      1989 Incentive Stock Option Plan of the Company(1)

     10.7      1989 Non-Qualified Stock Option Plan of the Company(1)



                                       12
<PAGE>   13

     10.21     Support Services Agreement among the Company, Goldberg-Zoino
               Associates of New York, P.C. ("GZANY") and GZA, dated July 26,
               1989(1)

     10.22     Stockholders' Agreement among GZANY, Richard M. Simon and Joseph
               D. Guertin, Jr. dated May 1, 1996, together with related Powers
               of Attorney(3)

     10.23     Voting Trust Agreement among the Company, GZANY, Messrs. Simon
               and Guertin, and Richard M. Simon, as Trustee, dated May 1, 
               1996(3)

     10.24     Indemnification Agreement among the Company, GZA
               GeoEnvironmental, Inc. and Messrs. Simon and Guertin dated May 1,
               1996(3)

     10.25     Security Agreement between GZANY and the Company dated July 26,
               1989(1)

     10.26     Credit Agreement among the Company, GZANY and GZA dated July 26,
               1989(1)

     10.30     Revolving Credit and Term Loan Agreement among Fleet Bank and the
               Company and its subsidiaries and affiliate dated February 28,
               1994(2)

     10.34     Amendment No. 1 to 1989 Incentive Stock Option Plan of the
               Company(2)

     10.35     GZA 1995 Stock Incentive Plan(2)

     10.37     Lease Agreement dated January 1, 1992 between GZRI Associates and
               GZA GeoEnvironmental, Inc. for the Providence, Rhode Island
               district office(2)

     10.38     Lease Agreement dated March 1, 1992 between GZAIAT Associates and
               GZA Drilling, Inc. for the Brockton, Massachusetts facilities of
               GZA Drilling, Inc.(2)

     10.39     Second Amendment dated December 11, 1991 to Indenture of Lease
               listed as Exhibit 10.2 hereto(2)

     10.40     Form of Confidentiality, Non-Disclosure and Restrictive Covenant
               Agreement between the Company and, respectively, Donald T.
               Goldberg, Andrew P. Pajak, M. Joseph Celi, Richard M. Simon, John
               E. Ayres, William E. Hadge, Lawrence Feldman, Joseph P. Hehir,
               Joseph D. Guertin, Jr., and certain other employees(2)

     10.42     Form of Group Life Insurance Plan for key employees; letter
               describing coverage levels(2)

     10.43     Form of Indemnity Agreement between the Company and its
               respective directors(2)

     10.51     Form of Assignment of Beneficial Interest between GZA
               GeoEnvironmental, Inc. ("Assignee") and, respectively, John E.
               Ayres, Joseph D. Guertin, Jr., and Steven J. Trettel
               ("Assignors"), dated June, 1996, to transfer each Assignor's one
               sixth (1/6) beneficial interest in the GZA Investment Associates
               Trust to Assignee.

     10.52     Form of Assignment of Beneficial Interest and Indemnity Agreement
               between GZA GeoEnvironmental, Inc. ("Assignee") and Donald T.
               Goldberg ("Assignor"), dated June, 




                                       13
<PAGE>   14


               1996, to transfer Assignor's one sixth (1/6) beneficial interest
               in the GZA Investment Associates Trust to Assignee.

     13.1      Annual Report to Stockholders of the Company for the fiscal year
               ended February 28, 1997

     22.1      Subsidiaries of the Registrant

     23.1      Consent of Independent Accountants

     27.1      Financial Data Schedule

     (1)  Incorporated by reference to the similarly numbered exhibits included
          in the Company's Form S-1 Registration Statement, File No. 33-29369,
          filed with the Commission on June 16, 1989.

     (2)  Incorporated by reference to the similarly numbered exhibits included
          in the Company's Annual Report on Form 10-K for the fiscal year ended
          February 28, 1995, filed with the Commission on June 12, 1995.

     (3)  Incorporated by reference to similarly numbered exhibits included in
          the Company's Annual Report on Form 10-K for the fiscal year ended
          February 29, 1996, filed with the Commission on May 24, 1996.

(b)  Reports on Form 8-K
     -------------------

     None







                                       14
<PAGE>   15


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized.


                     GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.

Date:       May 29, 1997                  /s/
                                          -----------------------------------
                                          Andrew P. Pajak
                                          Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.

Signature                     Title                                   Date
---------                     -----                                   ----



 /s/ Andrew P. Pajak     Principal Executive                       May 29, 1997
----------------------   Officer and Director                            
Andrew P. Pajak          


/s/ Joseph P. Hehir      Chief Financial Officer                   May 29, 1997
----------------------   (Principal Financial and Accounting             
Joseph P. Hehir          Officer)


/s/ Donald T. Goldberg   Director                                  May 29, 1997
----------------------                                           
Donald T. Goldberg       
                         
                         
/s/ M. Joseph Celi       Director                                  May 29, 1997
----------------------                                           
M. Joseph Celi           
                         
                         
/s/ Lawrence Feldman     Director                                  May 29, 1997
----------------------                                          
Lawrence Feldman         
                         
                         
/s/ Joseph D. Guertin    Director                                  May 29, 1997 
----------------------                                           
Joseph D. Guertin        
                         
                         
                         Director                                  May __, 1997 
----------------------   
Irvine G. Reinig, II     
                         
                         
/s/ Paul F. Gorman       Director                                  May 29, 1997 
----------------------   
Paul F. Gorman           
                         
                         
                         Director                                  May __, 1997 
----------------------   
Dr. Lewis Mandell        
                         
                         
                         Director                                  May __, 1997 
----------------------   
Dr. Thomas W. Philbin    
                         
                         
                         Director                                  May __, 1997 
---------------------- 
Timothy W. Devitt





                                       15

<PAGE>   16


                                   SCHEDULE II




              GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
                        VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
                         Years Ended February 28, 1995,
                    February 29, 1996, and February 28, 1997

<CAPTION>
                                           Balance at   Charged to
                                           beginning    costs and                Balance at
            Description                     of year      expenses   Write-offs   end of year
            -----------                     -------      --------   ----------   -----------
<S>                                        <C>          <C>          <C>          <C>     
Year ended February 28, 1995
  Allowance for doubtful accounts
  (deducted from accounts receivable) .... $460,000     $392,000     $168,000     $684,000


Year ended February 29, 1996
  Allowance for doubtful accounts
  (deducted from accounts receivable) .... $684,000     $240,000     $150,000     $774,000

Year ended February 28, 1997
  Allowance for doubtful accounts
  (deducted from accounts receivable) .... $774,000     $525,000     $455,000     $844,000

</TABLE>



                                       16
<PAGE>   17


                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number                Description                                          Page
------                -----------                                          ----


10.51    Form of Assignment of Beneficial Interest between GZA
         GeoEnvironmental, Inc. ("Assignee") and, respectively, John E.
         Ayres, Joseph D. Guertin, Jr., and Steven J. Trettel
         ("Assignor"), dated June, 1996, to transfer each Assignee's one
         sixth (1/6) beneficial interest in the GZA Investment Associates
         Trust to GZA GeoEnvironmental, Inc.

10.52    Form of Assignment of Beneficial Interest and Indemnity Agreement
         between GZA GeoEnvironmental, Inc. ("Assignee") and Donald T.
         Goldberg ("Assignor"), dated June, 1996, to transfer Assignee's
         one sixth (1/6) beneficial interest in the GZA Investment
         Associates Trust to GZA GeoEnvironmental, Inc.

13.1     Annual Report to Stockholders of the Company for the
         fiscal year ended February 28, 1997

22.1     Subsidiaries of the Registrant

23.1     Consent of Independent Accountants

27.1     Financial Data Schedule




                                       17