UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q

(MARK ONE)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES AND EXCHANGE ACT OF 1934

      FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                                      OR

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

COMMISSION FILE NUMBER 333-64373

                     COMPUTER TECHNOLOGY ASSOCIATES, INC.
            (Exact name of registrant as specified in its charter)

      COLORADO                                 84-0797618
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

6903 ROCKLEDGE DRIVE, BETHESDA, MARYLAND     20817
(Address of principal executive offices)       (Zip Code)

                            (301) 581-3200
       (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 MARCH 31, 1999.

COMMON STOCK, $.01 PAR VALUE                         8,593,320
         (Class)                                  (Number of Shares)
<PAGE>
                     COMPUTER TECHNOLOGY ASSOCIATES, INC.
                                  FORM 10-Q
                     FOR THE QUARTER ENDED MARCH 31, 1999

                                    INDEX

                       PART 1. -- FINANCIAL INFORMATION

                                                                          PAGE

Item 1.   Financial Statements:

          Condensed Consolidated Balance Sheets
          March 31, 1999 and December 31, 1998              1

          Condensed Consolidated Income Statements
          Three months ended March 31, 1999 and 1998        3

          Condensed Consolidated Statements of Cash Flows
          Three months ended March 31, 1999 and 1998        4

          Notes to Condensed Consolidated Financial Statements 5

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations 6


                        PART II. -- OTHER INFORMATION

Item 1.   Legal Proceedings                                      10

Item 2.   Changes in Securities                                  10

Item 3.   Defaults Upon Senior Securities                   10

Item 4.   Submission of Matters to a Vote of Security Holders 10

Item 5.   Other Information                                      10

Item 6.   Exhibits and Reports on Form 8-K                       10


                    *    *    *    *    *    *

          Signature                                                   11






                                       i
<PAGE>

                       PART I. -- FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                          COMPUTER TECHNOLOGY ASSOCIATES, INC.
                          CONDENSED CONSOLIDATED BALANCE SHEETS
                            ($000's except for share amounts)

                                  DECEMBER 31, 1998    MARCH 31, 1999
                                                         (UNAUDITED)
<S>                                      <C>              <C>  
ASSETS
Current assets:
   Cash and cash equivalents             $     -          $     -
   Accounts receivable, net               48,909           46,708
   Other current assets                    1,145            1,182
                                          ------           ------
Total current assets                      50,054           47,890

Furniture and equipment, net               3,748            3,799
Other assets, net                          3,546            3,546
                                         -------          -------
                                         $57,348          $55,235
</TABLE>


     SEE ACCOMPANYING NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
                                 STATEMENTS.



















                                      1
<PAGE>

<TABLE>
<CAPTION>
                   COMPUTER TECHNOLOGY ASSOCIATES, INC.
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                    ($000's except for share amounts)

                                         DECEMBER 31, 1998  MARCH 31, 1999
                                                               (Unaudited)
<S>                                                <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Notes payable--line of credit                  $16,223        $ 16,733
    Current portion of long-term debt                1,667           1,667
    Accounts payable                                10,576           7,086
    Accrued expenses                                 4,156           4,477
    Excess of billings over costs and
    contract prepayments                             1,109             466
    Other current liabilities                          240             104
    Income taxes payable                                19             731
    Deferred income taxes                            3,822           3,822
                                                    ------          ------
    Total current liabilities                       37,812          35,086

Long-term debt, less current portion                 1,667           1,250
Other long-term liabilities                          2,135           2,050

Stockholders' equity:
    Preferred stock, $1.00 par value
    1,000,000 shares authorized and
    none issued                                          -               -
    Common Stock, $.01 par value,
    20,000,000 shares authorized and
    10,000,000 shares issued                           100             100
    Capital in excess of par value                   7,855           7,842
    Retained earnings                               15,438          16,514
                                                    ------          ------
                                                    23,393          24,456
    Notes receivable from employees                   (698)           (698)
    Treasury stock, at cost
   (1,415,905 shares in 1998 and
    1,406,,680 shares in 1999)                      (6,961)         (6,909)
                                                   -------         -------
   Total stockholders' equity                       15,734          16,849

                                                   $57,348         $55,235
</TABLE>

     See accompanying notes to the unaudited condensed consolidated financial
                                 statements.



                                      2
<PAGE>



<TABLE>
<CAPTION>
                 COMPUTER TECHNOLOGY ASSOCIATES, INC.
               CONDENSED CONSOLIDATED INCOME STATEMENTS
                 ($000's Except for Per Share Amounts)
                              (Unaudited)

                                                    THREE MONTHS ENDED
                                                         MARCH 31,
                                                       1998       1999
                                                    --------    -------
<S>                                                  <C>        <C>
Contract revenues                                    $25,318    $28,534
Cost of contract revenues                             19,976     21,654
Selling, general and administrative expenses           3,238      4,422
Other expenses                                           608        411
                                                         ---        ---
Operating profit                                       1,496      2,047

Interest expense                                         271        254
                                                         ---        ---
Income before income taxes                             1,225      1,793

Income taxes                                             459        717
                                                         ---        ---
Income from continuing operations                        766      1,076

Loss from discontinued operations                     (1,094)         -
                                                      ------     ------
Net income (loss)                                     $ (328)    $1,076

Earnings (loss) per share:
  Continuing operations                               $ 0.09     $ 0.13
  Discontinued operations                              (0.13)      0.00
                                                      ------     ------
                                                      $(0.04)    $ 0.13

Earnings (loss) per share-assuming dilution:
  Continuing operations                               $ 0.08     $ 0.12
  Discontinued operations                              (0.12)      0.00
                                                      ------     ------
                                                      $(0.04)    $ 0.12
</TABLE>


     See accompanying notes to the unaudited condensed consolidated financial
                                 statements.












                                      3
<PAGE>



<TABLE>
<CAPTION>
                 COMPUTER TECHNOLOGY ASSOCIATES, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               ($000's)
                              (Unaudited)

                                                   THREE MONTHS ENDED
                                                        MARCH 31,
                                                     1998      1999
<S>                                                <C>       <C>
Operating activities:
  Net income (loss)                                $  (328)     $1,076
  Non-cash expenses, net                             1,877         679
  Changes in assets and liabilities, net            (1,448)     (1,028)
                                                     -----       -----
  Net cash provided by operating activities            101         727

Investing activities
  Investments in furniture and equipment              (204)       (513)

Financing activities:
   Net borrowings under bank line of credit
   agreement                                         2,822         510
   Purchases of treasury stock                      (2,302)       (315)
   Repayment of long-term debt                        (417)       (417)
   Other financing activities, net                       -           8
                                                     -----        ----
   Net cash provided by (used in) financing
   activities                                          103        (214)
Net increase (decrease) in cash and cash
equivalents                                         $    -       $   -
</TABLE>



     SEE ACCOMPANYING NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
                                 STATEMENTS.









                                      4
<PAGE>
                     COMPUTER TECHNOLOGY ASSOCIATES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

NOTE 1.   Basis of Presentation

     In  the  opinion  of  management,  the  accompanying unaudited  condensed
consolidated financial statements contain all  adjustments, consisting only of
normal  recurring  adjustments,  necessary  to present  fairly  the  Company's
financial position as of March 31, 1999 and the  results of its operations and
its cash flows for the periods ended March 31, 1998  and 1999.  The results of
operations presented are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.

     The accompanying financial statements should be read  in conjunction with
the audited financial statements for the year ended December  31,  1998  which
are  contained  in  the  Company's  Annual  Report on Form 10-K filed with the
Securities and Exchange Commission.

     The provision for income taxes in the statements  of  operations has been
computed  using  the  estimated  annual  effective  tax  rate expected  to  be
applicable for the full year.


NOTE 2.   EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED
                                                  MARCH 31,
                                              1998                 1999
                                         -------------          ---------
                                             (IN THOUSANDS, EXCEPT
                                               FOR SHARE DATA)
Numerator:
<S>                                      <C>                     <C>
 Income from continuing operations         $     766             $  1,076
 Loss from discontinued operations            (1,094)                   -
                                              -------               -----
Net income (loss) for both basic and
     diluted earnings per share            $    (328)            $  1,076
Denominator:
 Denominator for basic earnings per
 share ---  Weighted average shares
 outstanding                               8,728,482            8,590,450
 Dilutive potential common shares:
     Employee stock options                  453,132              413,764
                                           ---------            ---------
Denominator for diluted earnings per
share --- Adjusted weighted average
shares and assumed conversions             9,181,614            9,004,214
</TABLE>

                                      5

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

FORWARD-LOOKING STATEMENTS

This filing may contain "forward-looking"  statements, as that term is defined
in  the Private Securities Litigation Reform  Act  of  1995.  Such  statements
include,  but  are  not  limited to, statements concerning expectations of the
Company's future performance in terms of revenue and earnings. There can be no
assurance that actual results  will not differ materially from those projected
or suggested in such forward-looking  statements.  Factors which could cause a
material difference in results include, but are not limited to, the following:
regional and national economic conditions; changes in  interest rates; changes
in government spending policies and/or decisions concerning specific programs;
individual  business  decisions  of  customers  and clients;  developments  in
technology; competitive factors and pricing pressures;  changes  in government
laws  and  regulations; acts of God; and the Company's ability to achieve  the
objectives of its business plans.

RESULTS OF OPERATIONS

The  following  tables  set  forth  certain  items  in  the  Company's  Income
Statements as a percentage of contract revenues:

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED
                                                MARCH 31,
                                              1998     1999
                                             ------   ------
<S>                                          <C>     <C>
  Contract revenues......................... 100.0%   100.0%
  Cost of contract revenues.................  78.9     75.9
  Selling, general and administrative
  expenses..................................  12.8     15.5
  Other expenses............................   2.4      1.4
                                             -----    -----
  Operating profit..........................   5.9      7.2
  Interest expense..........................   1.1      0.9
                                               ---      ---
  Income before income taxes................   4.8      6.3
  Provision for income......................   1.8      2.5
                                               ---      ---
  Income from continuing operations.........   3.0      3.8
  Loss from discontinued operations.........  (4.3)     0.0
                                              -----     ---
  Net income (loss).........................  (1.3)     3.8


</TABLE>











                                      6
<PAGE>

    The  following  tables  set  forth  certain  items in the Company's Income
Statements by operating segment:

<TABLE>
<CAPTION>
                                            Three months ended
                                                MARCH 31,
                                            1998       1999
                                       (In thousands of dollars)

  Contract revenues:
<S>                                      <C>        <C>
   Systems                                  $17,539    $19,593
   Software                                   7,779      8,941
                                            -------    -------
                                            $25,318    $28,534


  Operating profit (loss):
   Systems                                   $1,254     $3,611
   Software                                     850     (1,153)
                                             ------     ------
                                              2,104      2,458
   Other expenses                              (608)      (411)
                                             ------     ------
                                             $1,496     $2,047
</TABLE>



THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO
                 THREE MONTHS ENDED MARCH 31, 1998

CONTRACT REVENUES. Contract revenues increased 13%  to  $28.5  million for the
three  months  ended  March  31, 1999 from $25.3 million for the three  months
ended March 31, 1998.

Systems engineering contract revenues increased 11.7% to $19.6 million for the
three months ended March 31, 1999  from  $17.5  million  for  the three months
ended  March  31,  1998.  Significant increases in Year 2000 embedded  systems
contract revenues were offset  by  a  decrease  in  contract  revenue  of $2.5
million  on  a  medical  information  systems  contract  for the Department of
Defense and smaller decreases in other Federal programs.

Software engineering contract revenues increased 14.9% to $8.9 million for the
three months ended March 31, 1999 from $7.8 million for the three months ended
March  31,  1998.  The  increase is primarily attributable to  new  Year  2000
conversion orders with the  State  of  Kansas as well as new orders from other
state governments and commercial companies.

  COST OF CONTRACT REVENUES.  Cost of contract  revenues  increased  to  $21.7
million,  or  75.9% of contract revenues, in 1999 from $20.0 million, or 78.9%
of contract revenues, in 1998. This decrease in cost of contract revenues as a
percentage of contract revenues resulted primarily from the increase of higher
margin  embedded  systems  contracts  as  a  percentage  of  overall  contract
revenues.



                                      7

SG&A. Selling,  general  and administrative expenses (SG&A) for 1999 increased
to $4.4 million, or 15.5% of contract revenues, from $3.2 million, or 12.8% of
contract revenues, in 1998.  The  increase  in  SG&A  reflects  the  Company's
continued  investment  in  infrastructure  and in the initiatives required  to
implement the Company's marketing strategies,  as  well  as increased focus on
commercial markets.

OTHER EXPENSES.  Other expenses decreased to $0.4 million, or 1.4% of contract
revenues, in 1999 from $0.6 million, or 2.4% of contract revenues, in 1998.

OPERATING PROFIT.  As a result of the foregoing, the Company  had an operating
profit  of  $2.0  million,  or  7.2% of contract revenues, in 1999,  and  $1.5
million, or 5.9% of contract revenues,  in 1998. The Systems Engineering Group
had an increase in its operating profit of  188%, from $1.3 million in 1998 to
$3.6 million in 1999. This significant increase is due primarily to the higher
margin embedded systems contracts. The Software  Engineering Group experienced
an operating loss of $1.2 million in 1999 compared  to  an operating profit of
$0.8  million  in 1998. The operating loss is due to a loss  of  $2.1  million
recorded on a contract  with  the  State  of  Texas  that  is  expected  to be
completed  in  the  third  quarter  of  1999  and  no  additional  losses  are
anticipated.

LIQUIDITY AND CAPITAL RESOURCES

Operations  provided  $0.7  million  of cash during the first quarter of 1999,
primarily from net earnings $1.1 million and non-cash expenses of $0.7 million
offset by changes in assets and liabilities  of  $1.1  million.  Cash  used in
investing   activities  was  $0.5  million  for  purchases  of  furniture  and
equipment. Cash  used in financing activities was $0.2 million, primarily from
net borrowings under  the bank line of credit agreement of $0.5 million offset
by  $0.3  million  for purchases  of  treasury  stock  and  $0.4  million  for
repayments of long-term debt.

The Company has a credit  facility  with  a bank providing the availability to
borrow up to $23 million, including a revolving  facility of $18 million and a
$5  million  term  facility.  At  March  31,  1999, there  was  $16.7  million
outstanding on the revolving facility and $2.9 million outstanding on the term
facility.

The  Company  believes  that  cash  flow from operations  and  available  bank
borrowings will provide adequate funds  for  continued operations for the next
twelve months.







                                      8
<PAGE>

OTHER MATTERS

     THE COMPANY HAS ASSIGNED CERTAIN INDIVIDUALS TO IDENTIFY AND CORRECT YEAR
2000  COMPLIANCE  ISSUES.  INFORMATION TECHNOLOGY  ("IT")  SYSTEMS  WITH  NON-
COMPLIANT CODE ARE  EXPECTED  TO BE MODIFIED OR REPLACED WITH SYSTEMS THAT ARE
YEAR 2000 COMPLIANT. THE INDIVIDUALS  ARE  ALSO  RESPONSIBLE FOR INVESTIGATING
THE READINESS OF SUPPLIERS, CUSTOMERS AND OTHER THIRD  PARTIES  ALONG WITH THE
DEVELOPMENT OF CONTINGENCY PLANS WHERE NECESSARY.

All IT systems have been inventoried and assessed for compliance, and detailed
plans are in place for required system modifications or replacements.  Systems
conversion  and testing activities are underway with approximately  two-thirds
of the systems  already  compliant.   IT  systems  are  expected  to  be fully
compliant  by  the  end  of  the  third  quarter  of  1999.   Inventories  and
assessments  of  non-IT systems have been completed. Progress of the Year 2000
compliance program is continuously being monitored by senior management.

THE COMPANY HAS IDENTIFIED  CRITICAL  SUPPLIERS,  CUSTOMERS  AND  OTHER  THIRD
PARTIES   AND  HAS  SURVEYED  THEIR  YEAR  2000  REMEDIATION  PROGRAMS.   RISK
ASSESSMENTS  AND  CONTINGENCY PLANS, WHERE NECESSARY, WILL BE FINALIZED IN THE
THIRD QUARTER OF 1999.

Incremental costs directly  related  to  Year  2000 issues are estimated to be
$650,000 to be incurred between 1998 and 1999 of  which  $420,000 (or 65%) has
been  spent  to  date.   Approximately  10%  of  the total estimated  spending
represents costs to modify existing systems.  Costs  incurred  prior  to  1998
were  immaterial.   This  estimate  assumes  that  the  Company will not incur
significant Year 2000 related costs on behalf of suppliers, customers or other
third parties.

THE COMPANY'S MOST LIKELY POTENTIAL RISK IS THE INABILITY OF SOME CUSTOMERS TO
ORDER  AND  PAY  ON  A TIMELY BASIS.  CONTINGENCY PLANS FOR YEAR  2000-RELATED
INTERRUPTIONS ARE BEING DEVELOPED AND WILL INCLUDE, BUT NOT BE LIMITED TO, THE
DEVELOPMENT  OF EMERGENCY  BACKUP  AND  RECOVERY  PROCEDURES,  REMEDIATION  OF
EXISTING SYSTEMS  PARALLEL WITH INSTALLATION OF NEW SYSTEMS AND IDENTIFICATION
OF ALTERNATE SUPPLIERS.   ALL PLANS ARE EXPECTED TO BE COMPLETED BY THE END OF
THE THIRD QUARTER OF 1999.

     THE COMPANY'S YEAR 2000 EFFORTS ARE ONGOING AND ITS OVERALL PLAN, AS WELL
AS THE CONSIDERATION OF CONTINGENCY  PLANS,  WILL  CONTINUE  TO  EVOLVE AS NEW
INFORMATION   BECOMES  AVAILABLE.  WHILE  THE  COMPANY  ANTICIPATES  NO  MAJOR
INTERRUPTION OF  ITS BUSINESS ACTIVITIES, THAT WILL BE DEPENDENT IN PART, UPON
THE ABILITY OF THIRD PARTIES TO PROPERLY REMEDIATE THEIR IT AND NON-IT SYSTEMS
IN  A TIMELY MANNER.   ALTHOUGH  THE   COMPANY  HAS  IMPLEMENTED  THE  ACTIONS
DESCRIBED  ABOVE TO ADDRESS THIRD PARTY ISSUES, IT HAS NO ABILITY TO INFLUENCE
THE COMPLIANCE  ACTIONS  OF  SUCH  PARTIES.   ACCORDINGLY,  WHILE  THE COMPANY
BELIEVES  ITS  ACTIONS IN THIS REGARD SHOULD HAVE THE EFFECT OF REDUCING  YEAR
2000 RISKS, IT IS  UNABLE  TO  ELIMINATE  THEM OR ESTIMATE THE ULTIMATE EFFECT
YEAR 2000 RISKS WILL HAVE ON THE COMPANY'S OPERATING RESULTS.

                                         9
<PAGE>
                        PART II. -- OTHER INFORMATION

ITEM 1.
                                 LEGAL PROCEEDINGS

There   were   no  material  developments  during   the   quarterly
 period ended March  31, 1999. See Item 3 of the Registrant'sAnnual
Report on Form 10-K for the year ended December 31,1998 for further
discussion of legal proceedings.

ITEM 2.
                             CHANGES IN SECURITIES

None

ITEM 3.
                   DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.
                                OTHER INFORMATION

          On May 4, 1999, Computer Technology Associates, Inc. merged with 
          Rey Consulting Group, Inc. The merger will be accounted for as a 
          purchase. The purchase price was $2,950,000 in cash and 384,616 
          shares of the Registrant's common stock. Rey Consulting Group will 
          operate as a wholly owned subsidiary of the Registrant.

ITEM 6.
                  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

          NUMBER    DOCUMENT                  LOCATION
          ------    --------                  --------
           3.1      Certificate of            Incorporated by reference
                     Incorporation             from Exhibit 3.1 to Amendment
                                               No. 1 to Form S-1 filed on
                                               November 6, 1998

           3.2      By-laws                   Incorporated by reference
                                               from Exhibit 3.2 to
                                               Amendment No. 1 to Form S-1 
                                               filed on November 6, 1998

            27      Financial Data            Electronic Filing Only
                     Schedule

          (b) No reports on Form 8-K were filed during the quarter
              ended March 31, 1999.

                                      10
<PAGE>
                                  SIGNATURE


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


COMPUTER TECHNOLOGY ASSOCIATES, INC.



MAY 14,1999                             /S/ GREGORY H. WAGNER
                                        Gregory H. Wagner
                                        Executive Vice President,
                                         Chief Financial Officer,
                                         Principal Accounting Officer
                                         and Treasurer































                                      11