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, 1998

                                      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 March 31, 1998.

COMMON STOCK, $.01 PAR VALUE                            8,705,944
         (Class)                                  (Number of Shares)
<PAGE>
                               CTA INCORPORATED
                                  FORM 10-Q
                     FOR THE QUARTER ENDED MARCH 31, 1998

                                    INDEX

                       PART 1. -- FINANCIAL INFORMATION

Item 1. Financial Statements:

        Condensed Consolidated Balance Sheets
        March 31, 1998 and December 31, 1997

        Consolidated Statements of Operations
        Three months ended March 31, 1998 and 1997

        Condensed Consolidated Statements of Cash Flows
        Three months ended March 31, 1998 and 1997

        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

<PAGE>
                       PART I. -- FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


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

                                 DECEMBER 31, 1997             MARCH 31, 1998

<S>                                    <C>                         <C>
                                                   (UNAUDITED)
ASSETS
Current assets:
   Cash and cash equivalents           $   -                       $  -
   Accounts receivable, net             33,300                      34,884
   Other current assets                  1,222                         963
   Recoverable income taxes              3,576                       3,770
                                       -------                     -------
Total current assets                    38,098                      39,617
Furniture and equipment, net             3,044                       3,334
Other assets, net                        4,146                       3,719
                                       -------                     -------
                                       $45,288                     $46,670
                                       =======                     =======
</TABLE>


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

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

                                  DECEMBER 31, 1997           MARCH 31, 1998
                                                  (Unaudited)
<S>                                     <C>                        <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Notes payable--line of credit       $7,445                     $10,267
    Current portion of long-term debt    1,667                       1,667
    Accounts payable                     5,788                       4,400
    Accrued expenses                     3,156                       3,732
    Excess of billings over costs and 
       contract prepayments              2,738                       2,922
    Other current liabilities              270                       2,520
    Accrued tender offer                 2,019                           -
    Deferred income taxes                2,427                       2,427
                                        ------                      ------
    Total current liabilities           25,510                      27,935
                                        ------                      ------
Long-term debt,
 less current portion                    3,333                       2,916
Other long-term liabilities                635                         568
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       7,869                       7,872
    Retained earnings                   14,528                      14,197
                                        ------                      ------
                                        22,497                      22,169
    Notes receivable from employees       (698)                       (698)
    Treasury stock, at cost (1,248,980
       shares in 1997 and 1,294,036
       shares in 1998)                  (5,989)                     (6,220)
                                        ------                      ------
   Total stockholders' equity           15,810                      15,251
                                        ------                      ------
                                       $45,288                     $46,670
                                       =======                     =======
</TABLE>

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

<TABLE>
<CAPTION>
                               CTA INCORPORATED
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     ($000's Except for Per Share Amounts)

                                                 (Unaudited)
                                              THREE MONTHS ENDED
                                                   March 31
                                        1997                       1998
<S>                                    <C>                        <C>
Contract revenues                      $20,416                    $25,318
Cost of contract revenues               17,462                     19,976
Selling, general and                    
 administrative expenses                 1,402                      3,238
Other expenses                              77                        608
                                         -----                      -----
Operating profit                         1,475                      1,496

Interest expense                           278                        271
                                         -----                      -----
Income before income taxes               1,197                      1,225
Income taxes                               449                        459
                                         -----                      -----
Incomefrom continuing operations           748                        766

Loss from discontinued operations         (710)                    (1,094)   --
                                        ------                     ------
Net income (loss)                       $   38                     $ (328)
                                        ======                     ======
Earnings (loss) per share:
 Continuing operations                  $ 0.08                     $ 0.09
 Discontinued operations                 (0.08)                     (0.13)
                                        ------                     ------
                                        $ 0.00                     $(0.04)
                                        ======                     ======
Earnings (loss) per share -
   assuming dilution:
 Continuing operations                  $ 0.08                     $ 0.08
 Discontinued operations                 (0.08)                     (0.12)
                                        ------                     ------
                                        $ 0.00                     $(0.04)
                                        ======                     ======
</TABLE>

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

<TABLE>
<CAPTION>
                             CTA INCORPORATED
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 ($000's)
                               (Unaudited)
                                                   THREE MONTHS ENDED
                                                        MARCH 31,
                                             1997                      1998
<S>                                         <C>                      <C>
Operating activities:
  Net income (loss)                         $   38                   $ (328)
  Non-cash expenses, net                     1,203                    1,877
  Changes in assets and liabilities, net     7,557                   (1,448)
                                             -----                    -----
  Net cash provided by operating activities  8,798                      101
                                             -----                    -----
Investing activities:
  Investments in furniture and equipment      (821)                    (204)
                                             -----                    -----
Financing activities:
   Net borrowings (repayments) under bank   
    line of credit agreement                (6,335)                    2,822
   Purchases of treasury stock                  -                     (2,302)
   Repayment of long-term debt                  -                       (417)
   Other financing activities, net             (94)                        -
                                             -----                     -----
   Net cash provided by (used in)          
   financing activities                     (6,429)                      103 
                                            ------                    ------
Net increase (decrease) in cash and cash   
 equivalents                                $1,548                    $   -
                                            ======                    ======
</TABLE>

See accompanying notes to the unaudited condensed consolidated financial
statements.
<PAGE>
                               CTA INCORPORATED
             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, 1998 and the  results of its operations and
its cash flows for the periods ended March 31, 1997  and 1998.  The results of
operations presented are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998.

     The accompanying financial statements should be read  in conjunction with
the audited financial statements for the year ended December  31,  1997  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.

    The loss from discontinued operations for 1998 reflects the effect of
additional reserves booked by the Company, net of income taxes, for the 
anticipated binding arbitration award regarding a former employee of the 
Company's Space and Telecommunications business, which was sold in the third 
quarter of 1997. Net revenues of the Space and Telecommunications business for
the three months ended March 31, 1997 were $20.4 million.  

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,
                                                    1997          1998
                                                    (In thousands, except
                                                       for share data)
<S>                                                  <C>           <C>
Numerator:
 Income from continuing operations                 $ 748         $ 766
 Loss from discontinued operations                  (710)       (1,094)
                                                   -----         -----
 Net income (loss) for both basic and
  diluted earnings per share                       $  38         $(328)
                                                   =====         =====
Denominator:
 Denominator for basic earnings per share ---
  Weighted average shares outstanding            9,234,410    8,728,482
 Dilutive potential common shares:
  Employee stock options                           391,022      453,132
                                                 ---------    ---------
 Denominator for diluted earnings per share ---
  Adjusted weighted average shares and assumed
   conversions                                   9,625,432    9,181,614
                                                 =========    =========
</TABLE>

<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report contains forward-
looking statements relating to such matters as anticipated financial 
performance, business prospects and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company 
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other 
expectations expressed in the Company's forward-looking ststements. The risks
and uncertainties that may affect the operation, performance, development and
results of the Company's business include, but are not limited to, those matters
discussed herein in the section entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations." The words "believe," 
"expect," "anticipate," "project" and similar expressions identify forward-
looking statements. Readers are cautioned not to place undue reliance on these 
forward-looking statements, which reflect management's analysis only as of the 
date hereof. The Company undertakes no obligation to publicly revise these 
forward-looking statements to reflect events or circumstances that arise after 
the date hereof.
    
RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                           MARCH 31,
                                                   1997                1998
<S>                                               <C>                 <C>
  Contract revenues                              100.0%              100.0%
  Cost of contract revenues                        85.5                78.9
  Selling, general and administrative expenses      6.9                12.8
  Other expenses                                    0.4                 2.4

  Operating profit                                  7.2                 5.9
  Interest expense                                  1.3                 1.1

  Income before income taxes                        5.9                 4.8
  Provision for income taxes                        2.2                 1.8

  Income from continuing operations                 3.7                 3.0
  Loss from discontinued operations                (3.5)               (4.3)

  Net income (loss)                                 0.2                (1.3)
</TABLE>


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

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                           MARCH 31,
                                                1997                   1998
                                             <In thousands of dollars>
<S>                                           <C>                     <C>
  Contract revenues:
   Federal                                    $17,510                 $17,539
   Commercial                                   2,906                   7,779
                                              -------                 -------
                                              $20,416                 $25,318
                                              =======                 =======
  Operating profit (loss):
   Federal                                     $1,106                  $1,254
   Commercial                                     446                     850
                                               ------                  ------
                                                1,552                   2,104
   Other expenses                                 (77)                   (608)
                                               ------                  ------
                                               $1,475                  $1,496
                                               ======                  ======
</TABLE>

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO
     THREE MONTHS ENDED MARCH 31, 1997

     CONTRACT  REVENUES.  Contract revenues increased 24% to $25.3 million for
the three months ended March  31, 1998 from $20.4 million for the three months
ended March 31, 1997, as a result  of  a  268% increase in commercial contract
revenues.

     Federal contract revenues were $17.5 million in the first quarter of both
1998 and 1997. An increase in contract revenue  of  $3.6  million on a medical
information systems contract for the Department of Defense and $1.3 million on
the General Services Administration (GSA) Federal Supply Service  contract was
offset  by  the  decrease  of  $1.6  million on the Technical Engineering  and
Management Support IV (TEMS IV) program  at  Hanscom  Air  Force Base and $1.6
million  on  the  GSA  Eastern  Zone contract and smaller decreases  in  other
Federal programs.

     Commercial contract revenues  increased  to  $7.8  million  for the three
months ended March 31, 1998 from $2.9 million for the three months ended March
31,  1997. The  increase  is primarily attributable to new Year 2000 conversion
contracts with the States  of  Iowa,  Kansas,  Texas and others and commercial
companies such as Cessna Aircraft.

      COST OF CONTRACT REVENUES.  Cost of contract revenues increased to $20.0
million, or 78.9% of contract revenues, in 1998  from  $17.5 million, or 85.5%
of contract revenues, in 1997. This decrease in cost of contract revenues as a
percentage of contract revenues resulted primarily from the increase of higher
margin commercial contracts as a percentage of overall contract revenues.

     SG&A.  Selling,  general  and  administrative expenses  (SG&A)  for  1998
increased  231% to $3.2 million, or 12.8%  of  contract  revenues,  from  $1.4
million, or  6.9% of contract revenues, in 1997. 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  and increased focus
on commercial markets.

     OTHER  EXPENSES.   Other  expenses increased to $0.6 million in 1998 from
$0.1 million in 1997 due to additional reserves and write-downs of certain 
contract receivables.

     OPERATING PROFIT (LOSS).  As  a  result of the foregoing, the Company had
an operating profit of $1.5 million in both 1998 and 1997.

     LOSS FROM DISCONTINUED OPERATIONS. The loss from discontinued operations 
for 1998 reflects the effect of additional reserves booked by the Company, net 
of income taxes, for the anticipated binding arbitration award regarding a 
former employee of the Company's Space and Telecommunications business, which
was sold in the third quarter of 1997.

LIQUIDITY AND CAPITAL RESOURCES

     Operations provided $0.1 million of  cash  during  the  first  quarter of
1998, primarily from the net loss after adjustment for non-cash expenses of 
$1.5 million offset by the increase in accounts receivable of $1.3 million. 
Cash used in investing activities  was  $0.2  million for purchases of 
furniture and equipment. Cash provided  by  financing  activities  was  $0.1  
million,  primarily  from  net borrowings under the bank  line  of credit 
agreement of $2.8 million offset by $2.3 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 $20 million, including a revolving facility of $15 million and
a  $5  million  term  facility.  At March 31, 1998, there  was  $10.3  million
outstanding on the revolving facility and $4.6 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.







<PAGE>
                        PART II. -- OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

        There were no material developments during the quarterly period  ended
        March  31,  1998. Subsequent to March 31, 1998, the Company has been
        advised by legal counsel of an anticipated arbitration award of $2.0
        million regarding a profit sharing agreement with a former employee.
        The Company expects to be formally notified of the binding arbitration 
        award before the end of the quarterly period ending June 30, 1998. 
        See Item 3 of the registrant's Annual Report on Form 10-K for the
        year  ended  December 31, 1997 for further discussion oflegal 
        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) Exhibits
<TABLE>
<CAPTION>
        Number       Document            Location
        <C>          <C>                <C>
        3.1          Certificate of     Incorporated by reference from Exhibit
                      Incorporation      3.1 to Amendment No. 4 to Form S-1
                                         filed on April 3, 1992

        3.2          By-laws            Incorporated by reference from Exhibit
                                         3.2 to Amendment No. 4 to Form S-1 
                                         filed on April 3, 1992

         27          Financial Data     Electronic Filing Only
                      Schedule

        (b) No reports on Form 8-K were filed during the quarter ended March
            31, 1998.

<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




MAY 15, 1998                            /S/ GREGORY H. WAGNER
                                            Gregory H. Wagner
                                            Executive Vice President,
                                             Chief Financial Officer,
                                             Principal Accounting Officer
                                             and Treasurer


</TABLE>