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 JUNE 30, 1997

                                      OR

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

COMMISSION FILE NUMBER 33-44510

                               CTA INCORPORATED
            (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.)

6116 EXECUTIVE BOULEVARD, ROCKVILLE, MARYLAND     20852
(Address of principal executive offices)       (Zip Code)

                            (301) 816-1200
       (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 JUNE 30, 1997.

COMMON STOCK, $.01 PAR VALUE                         4,543,207
         (Class)                                  (Number of Shares)
<PAGE>
                               CTA INCORPORATED
                                  FORM 10-Q
                     FOR THE QUARTER ENDED JUNE 30, 1997

                                    INDEX

                       PART 1. -- FINANCIAL INFORMATION

Item 1.   Financial Statements:

          Condensed Consolidated Balance Sheets
          June 30, 1997 and December 31, 1996

          Consolidated Statements of Operations
          Three months and six months ended June 30, 1997 and 1996

          Condensed Consolidated Statements of Cash Flows
          Six months ended June 30, 1997 and 1996

          Note to Condensed Consolidated Financial Statements

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


                        PART II. -- OTHER INFORMATION

Item 1.   Legal Proceedings

Item 2.   Changes in Securities

Item 3.   Defaults Upon Senior Securities

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

Item 5.   Other Information

Item 6.   Exhibits and Reports on Form 8-K


                    *    *    *    *    *    *

          Signature



                       PART I. -- FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                               CTA INCORPORATED
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                      ($000's except for share amounts)


                                    DECEMBER 31, 1996   JUNE 30, 1997
                                                        (Unaudited)
       ASSETS
Current assets:
  Cash and cash equivalents                  $16          $2,235
  ACCOUNTS RECEIVABLE, NET                62,327          52,792
  OTHER CURRENT ASSETS                     4,228           4,289
  RECOVERABLE INCOME TAXES                 3,537             863

     Total current assets                 70,108          60,179

Furniture and equipment, net              10,075           9,645

COSTS IN EXCESS OF NET ASSETS
 ACQUIRED, NET                             5,048           4,755

Other assets, net                          7,459           7,378


                                         $92,690         $81,957





      See accompanying note to the unaudited condensed consolidated financial
                                 statements.
<PAGE>
                               CTA INCORPORATED
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                      ($000's except for share amounts)


                                    DECEMBER 31, 1996  JUNE 30, 1997
                                                       (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable--line of credit       $28,335         $20,514
     ACCOUNTS PAYABLE                     15,718          12,999
     ACCRUED EXPENSES                      4,041           5,976
     EXCESS OF BILLINGS OVER COSTS
      AND CONTRACT PREPAYMENTS             6,159           3,715
     OTHER CURRENT LIABILITIES               757             757
     CURRENT PORTION OF LONG-TERM DEBT        --           1,500
     DEFERRED INCOME TAXES                 1,377           1,377

     Total current liabilities            56,387          46,838

     Long-term debt, less current portion 15,000          13,500
     OTHER LONG-TERM LIABILITIES           3,510           3,890

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
      5,000,000 SHARES ISSUED                 50              50
     CAPITAL IN EXCESS OF PAR VALUE        7,993           7,993
     RETAINED EARNINGS                    14,550          14,576
                                          22,593          22,619
     NOTES RECEIVABLE FROM EMPLOYEES        (698)           (698)
     TREASURY STOCK, AT COST
     (456,793 SHARES IN 1997 AND
     447,352  SHARES IN 1996)             (4,102)         (4,192)

     Total stockholders' equity           17,793          17,729

                                         $92,690         $81,957


      See accompanying note to the unaudited condensed consolidated financial
                                 statements.
                         CTA INCORPORATED
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    ($000's Except for Per Share Amounts)
                                 (Unaudited)


                             THREE MONTHS ENDED  SIX MONTHS ENDED
                             June 30,  June 30,  June 30, June 30,
                               1996      1997      1996     1997

Contract revenues           $23,496   $23,144   $47,567  $43,560

COST OF CONTRACT REVENUES    21,289    19,984    44,930   37,446
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES     1,029     1,556     2,383    2,958
OTHER EXPENSES                  326       261       346      338

Operating profit (loss)         852     1,343       (92)   2,818

INTEREST EXPENSE                277       267       527      543
Income (loss) before
 income taxes                   575     1,076      (619)   2,275
INCOME TAXES (BENEFIT)          715       402      (202)     853

Income (loss) from
  continuing operations       (140)       674      (417)   1,422
INCOME (LOSS) FROM
  DISCONTINUED OPERATIONS,
  NET OF INCOME TAXES         (508)      (699)   (3,170)  (1,399)

Net income (loss)            $(648)      $(15)  $(3,587)     $23

Earnings (loss) per share:
  Continuing operations     $(0.03)     $0.15    $(0.09)   $0.31
  DISCONTINUED OPERATIONS    (0.12)     (0.15)    (0.73)   (0.30)

Earnings (loss) per share   $(0.15)     $0.00    $(0.82)   $0.01

Weighted average shares
 outstanding              4,382,744 4,543,207 4,352,195 4,614,774


      See accompanying note to the unaudited condensed consolidated financial
                                 statements.
<PAGE>

                               CTA INCORPORATED
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   ($000's)
                                 (Unaudited)


                                              Six Months Ended
                                                  JUNE 30,
                                            1996            1997

Operating activities:

     Net income (loss)                    ($3,587)         $  23
     NON-CASH EXPENSES, NET                 1,059          2,679
     CHANGES IN ASSETS AND
      LIABILITIES, NET                         (5)         8,920

     Net cash provided by (used in)
      operating activities                 (2,533)        11,622

Investing activities:

     Investments in furniture
      and equipment                          (711)        (1,492)

Financing activities:

     Net borrowings (repayments) under
      bank line of credit agreement         3,539         (7,821)
     OTHER FINANCING ACTIVITIES, NET         (415)           (90)
                                                                      
     Net cash provided by (used in)
      financing activities                  3,124         (7,911)

Net increase (decrease) in cash and
 cash equivalents                           ($120)        $2,219







      SEE ACCOMPANYING NOTE TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
                                 STATEMENTS.

                               CTA INCORPORATED
             NOTE 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 June 30, 1997 and the  results  of its operations and
its cash flows for the periods ended June 30, 1996 and 1997.  The  results  of
operations presented are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997.

     The  accompanying financial statements should be read in conjunction with
the audited  financial  statements  for the year ended December 31, 1996 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.

     Certain  prior  year  balances  have  been  reclassed to conform with the
current period presentation.

     On July 11, 1997, the Company entered into an Asset Acquisition Agreement
with Orbital Sciences Corporation under which the Company will sell to Orbital
its Space and Telecommunications Systems business and its Mobile Information 
and Communications Services business  in  exchange for $18 million (less 
retained receivables of at least $6 million) in cash, subject to certain
adjustments and a $3 million holdback, and assumption by  Orbital  of  certain
liabilities  of  the Company. In addition, Orbital will pay to certain lenders
of the Company an  aggregate of $27 million in partial or full satisfaction of
the  Company's  obligations   to  such  lenders.  The  condensed  consolidated
statements of operations exclude the revenues and expenses of the discontinued
business  segments from captions  applicable  to  continuing  operations.  The
discontinued operations include an allocation of interest expense based on the
net assets  of  the business segments to be sold. The net assets to be sold as
of June 30, 1997 are approximately $30 million.
<PAGE>
ITEM 2.   MANAGEMENT'S   DISCUSSION   AND   ANALYSIS  OF  FINANCIAL  CONDITION
  AND RESULTS OF OPERATIONS

     On July 11, 1997, the Company entered into an Asset Acquisition Agreement
with Orbital Sciences Corporation under which the Company will sell to Orbital
its Space and Telecommunications Systems business  and  its Mobile Information
and  Communications  Services  business  in  exchange  for  $18,000,000  (less
retained  receivables  of  at  least $6 million) in cash, subject  to  certain
adjustments and a $3 million holdback,  and  assumption  by Orbital of certain
liabilities of the Company. In addition, Orbital will pay  to  certain lenders
of the Company an aggregate of $27 million in partial or full satisfaction  of
the  Company's  obligations to such lenders. The Company will also be entitled
to  receive  certain  deferred  consideration  for  future  sales  of  STARBus
satellites and  satellite buses and 3% of all cumulative revenues attributable
to GEMtrak tracking system in excess of a threshold amount of $50 million. The
Sale is subject to  approval  by  the  shareholders  of the Company (which was
obtained on August 4, 1997), the satisfaction or the waiver  of  a  number  of
conditions  and to certain regulatory matters. The Company expects the Sale to
be completed on or about August 15, 1997.

RESULTS OF OPERATIONS

     The  Company's   Consolidated   Statements   of   Operations   have  been
reclassified  for  all  periods  to present the operations sold to Orbital  as
discontinued operations. Accordingly,  revenues  and  expenses  related to the
operations  sold  are  excluded from continuing operations in the Consolidated
Statements of Operations and the following discussion of operating results.

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


<TABLE>
<CAPTION>
                                             THREE MONTHS     SIX MONTHS
                                                 ENDED          ENDED
                                                JUNE 30,       JUNE 30,

<S>                                         <C>     <C>      <C>     <C>
                                             1996    1997    1996    1997
  Contract revenues..................       100.0%  100.0%  100.0%  100.0%
  Cost of contract revenues..........        90.6    86.4    94.4    86.0
  Selling, general and administrative   
    expenses.........................         4.4     6.7     5.1     6.8
  Other expenses.....................         1.4     1.1     0.7     0.8
  Operating profit (loss)............         3.6     5.8    (0.2)    6.4
  Interest expense...................         1.2     1.1     1.1     1.2
  Income (loss) before income taxes..         2.4     4.7    (1.3)    5.2
  Provision (benefit) for income taxes        3.0     1.8    (0.4)    2.0
  Income (loss) from continuing 
    operations.......................        (0.6)    2.9    (0.9)    3.2
  Income (loss) from discontinued 
    operations.......................        (2.2)   (3.0)   (6.6)   (3.2)
  Net income (loss)..................        (2.8)   (0.1)   (7.5)   (0.0)
</TABLE>



THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO
     THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1996

     CONTRACT REVENUES. Contract revenues decreased  1.5% to $23.1 million for
the  three months ended June 30, 1997 from $23.5 million  for  the  comparable
period  in 1996. Contract revenues decreased 8.4% to $43.6 million for the six
months ended  June  30,  1997  from $47.6 million for the comparable period in
1996.

     Increases in contract revenues  on  new programs in the 1997 periods were
more  than offset by decreases in other programs.  Contract  revenues  on  the
Nebraska  Year  2000 conversion contract increased in 1997 by $1.7 million and
$3.3 million for  the three and six month periods ended June 30, respectively,
compared to the comparable  periods  in  1996. Contract revenues on the Kansas
Year 2000 conversion contract increased in  1997  by  $1.2  million  for  both
periods  compared  to  1996.  Contract  revenues  on  the  Defense  Enterprise
Integration Services (DEIS) subcontract to Computer Sciences Corporation (CSC)
increased in 1997 by $0.9 million and $2.0 million for the three and six month
periods  ended  June  30, respectively, compared to the comparable periods  in
1996.

     Contract revenues  on the Technical Engineering and Management Support IV
(TEMS IV) program at Hanscom  Air Force Base decreased in 1997 by $2.8 million
and  $6.4  million  for  the three  and  six  month  periods  ended  June  30,
respectively, compared to the comparable periods in 1996, as the program winds
down. Revenues on the Naval  Air Weapons Center (NAWC) contract at China Lake,
California decreased in 1997 by  $0.5  million  and $5.0 million for the three
and six month periods ended June 30, respectively,  compared to the comparable
periods in 1996. In the first quarter of 1996, the Company completed its five-
year contract with the NAWC, the last of the Company's  significant  contracts
awarded during its period of eligibility for small business awards which ended
in  1992.  Although it was ineligible to rebid for this contract as the  prime
contractor,  the  Company is a major subcontractor to the small business prime
contractor who was awarded the NAWC follow-on contract, from which the Company
receives approximately  45% of the contract revenues. Contract revenues on the
NAWC subcontract decreased by $0.2 million for the three months ended June 30,
1997 compared to the comparable  period  in 1996 and increased by $1.1 million
for the six months ended June 30, 1997 compared  to  the  comparable period in
1996.

     In the first quarter of 1996, the Company revised its  estimates  of  the
full  contract  value  and profitability of its Eastern Zone contract with the
GSA,  resulting in a reduction  in  revenues  and  operating  profit  of  $2.2
million,  reflecting  the  Company's  then  current estimate of the contract's
profit at completion. The Eastern Zone contract  incurred significant start-up
costs  related  to  the  establishment  of  nine new facilities  required  for
contract  performance  and  to  difficulties  encountered   in  cost-effective
staffing of the personnel required under the contract. The use  of subcontract
personnel to fill critical positions resulted in cost overruns.

     The Company initially expected that future contract performance  over the
full  contract term at originally anticipated staffing levels would result  in
profit  sufficient  to  offset  early program losses. However, revenues on the
contract  have not been sufficient  to  offset these losses and the Company no
longer anticipates sufficient future contract  value  to  recover its start-up
costs.  The  Company has submitted claims against the U.S. government  seeking
recovery of $1.5 million of the overrun. The Company has recorded these claims
as  an  unbilled   receivable,   against   which   it  has  certain  reserves.
Additionally, the Company has implemented program controls  to  reduce  future
costs  which  it  believes  will serve to minimize any potential cost overruns
during the remainder of the contract,  which  is  scheduled to be completed by
September 30, 1997.

      COST OF CONTRACT REVENUES.  Cost of contract  revenues decreased 6.1% to
$20.0 million, or 86.4% of contract revenues, for the  three months ended June
30,  1997,  from  $21.3  million,  or  90.6%  of  contract revenues,  for  the
comparable period in 1996. Cost of contract revenues  decreased 16.7% to $37.4
million, or 86.0% of contract revenues, for the six months ended June 30, 1997
from $44.9 million, or 94.4% of contract revenues, for  the  comparable period
in  1996.  These  decreases  in  cost of contract revenues as a percentage  of
contract  revenues resulted primarily  from  the  effect  of  changes  in  the
estimated contract  value  and  profitability  on the Eastern Zone contract in
1996 and better margins on the Year 2000 conversion contracts.

     SG&A.  Selling,  general and administrative expenses  ("SG&A")  increased
51.2% to $1.6 million,  or  6.7%  of  contract  revenues, for the three months
ended June 30, 1997, from $1.0 million, or 4.4% of  contract revenues, for the
comparable  period  in  1996.  Selling,  general  and administrative  expenses
("SG&A") increased 24.1% to $3.0 million, or 6.8% of  contract  revenues,  for
the  six  months  ended  June 30, 1997, from $2.4 million, or 5.1% of contract
revenues, for the comparable  period in 1996. Increased bid and proposal costs
accounted for the increase in SG&A  in 1997 and reduced revenues accounted for
the increase in SG&A as a percentage of contract revenues in 1997.

     OTHER EXPENSES.  Other expenses  were approximately $0.3 million for both
the three months and the six months ended June 30, 1997 and 1996.

     OPERATING PROFIT (LOSS).  The Company  had  an  operating  profit of $1.3
million  for  the  three  months  ended June 30, 1997 compared to an operating
profit of $0.9 million for the comparable  period  in  1996  and  an operating
profit of $2.8 million for the six months ended June 30, 1997 compared  to  an
operating loss of $(0.1) million for the comparable period in 1996.

     INTEREST  EXPENSE.   Interest  expense was approximately $0.3 million for
the three months ended June 30, 1997  and  1996 and approximately $0.5 million
for the six months ended June 30, 1997 and 1996.

     PROVISION (BENEFIT) FOR INCOME TAXES.  The  Company  had  a provision for
income taxes of $0.4 million for the three months ended June 30, 1997 compared
to a provision for income taxes of $0.7 million for the comparable  period  in
1996 and a provision for income taxes of $0.9 million for the six months ended
June 30, 1997 compared to a $0.2 million income tax benefit for the comparable
period in 1996.

     INCOME  (LOSS)  FROM  CONTINUING OPERATIONS.  The Company had income from
continuing operations of $0.7 million for the three months ended June 30, 1997
compared  to a loss from continuing  operations  of  $(0.1)  million  for  the
comparable  period  in  1996  and  income  from  continuing operations of $1.4
million  for  the  six  months ended June 30, 1997 compared  to  a  loss  from
continuing operations of $(0.4) million for the comparable period in 1996.

     INCOME (LOSS) FROM DISCONTINUED  OPERATIONS.  The Company had a loss from
discontinued operations of $(0.7) million  for the three months ended June 30,
1997 compared to a loss from discontinued operations of $(0.5) million for the
comparable period in 1996 and a loss from discontinued  operations  of  $(1.4)
million  for  the  six  months  ended  June  30,  1997 compared to a loss from
discontinued operations of $(3.2) million for the comparable  period  in 1996.
Revenues  of  the discontinued operations were $16.0 million and $15.5 million
for the three months  ended  June  30,  1997 and 1996, respectively, and $36.4
million and $53.1 million for the six months  ended  June  30,  1997 and 1996,
respectively. The Company increased reserves for estimates of costs at program
completion  on the Indostar program that resulted in a $2.8 million  reduction
in revenues and  operating  profit  in  the  first  quarter  of 1996. Interest
expense  allocated  to the discontinued operations was $0.9 million  and  $0.7
million for the three  months  ended June 30, 1997 and 1996, respectively, and
$1.8 million and $1.5 million for the six months ended June 30, 1997 and 1996,
respectively.

     NET INCOME (LOSS).  The Company  had  net  losses  of  $(15) thousand and
$(648)  thousand  for  the  three  months  ended  June  30,  1997  and   1996,
respectively  and  a  net profit of $23 thousand for the six months ended June
30, 1997 compared to a net loss of $(3.6) million for the comparable period in
1996.

LIQUIDITY AND CAPITAL RESOURCES

     Operations provided  $11.6 million of cash during the first six months of
1997, primarily from net earnings  and  non-cash expenses of $2.7 million, the
decrease in accounts receivable of $9.5 million,  the  decrease in recoverable
income  taxes of $2.7 million, partially offset by the decrease  in  operating
liabilities  of  $3.2  million.  Cash  used  in  investing activities was $1.5
million  for  purchases of furniture and equipment.  Cash  used  in  financing
activities was  $7.8  million for net repayments under the bank line of credit
agreement and $0.1 million for purchases of treasury stock.

     The Company expects  the Sale of its Space and Telecommunications Systems
business and its Mobile Information  and  Communications  Services business to
Orbital Sciences Corporation to be completed on or about August  15,  1997. At
that  time, the Company's subordinated debt of $15 million will be repaid  and
approximately  $21  million  will  be repaid on  the revolving credit facility
with the bank. The Company will retain  $6  million in receivables and Orbital
will hold back $3 million for approximately 45  days  after  the  closing. The
Company expects to pay a partial liquidating distribution of approximately  $5
million  out of the proceeds of the Sale, together with other expenses related
to the Sale, approximately 45 days after the closing.

     In December  1993,  the  Company  and  its  subsidiaries  entered into an
agreement  with  a  bank  for  a  revolving  credit  facility  providing   the
availability to borrow up to $30 million. The revolving line of credit expired
on  December 9, 1996 but has been extended until September 15, 1997, providing
the availability  to  borrow up to $10 million while a new, longer-term credit
agreement is negotiated with the bank.

     The Company believes that the proceeds of the Sale, working capital, cash
flow from operations, and available bank borrowings will provide adequate
funds for continued operations through the end of 1998.
<PAGE>

                        PART II. -- OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

         There were no material developments during the quarterly period
ended June 30, 1997.  See Item 3 of the registrant's Annual Report on Form
10-K for the year ended December 31, 1996 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

         None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (A) None

          (B) No reports on Form 8-K were filed during the quarter ended 
June 30, 1997. A report on Form 8-K, dated July 11, 1997, was filed to report
the sale by the Company to Orbital Sciences Corporation of its Space and 
Telecommunications Systems business and its Mobile Information and 
Communications Services business.

<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.


                                   CTA INCORPORATED



AUGUST 14, 1997                    /S/ GREGORY H. WAGNER
                                   Gregory H. Wagner
                                   Executive Vice President,
                                    Chief Financial Officer,
                                    Principal Accounting Officer
                                    and Treasurer