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 SEPTEMBER 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 SEPTEMBER 30, 1997.

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

                                    INDEX

                       PART 1. -- FINANCIAL INFORMATION

Item 1.   Financial Statements:

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

          Consolidated Statements of Operations
          Three months and nine months ended September 30, 1997
          and 1996

          Condensed Consolidated Statements of Cash Flows
          Nine months ended September 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

<PAGE>
                       PART I. -- FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

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

                                  DECEMBER 31, 1996   SEPTEMBER 30, 1997
ASSETS                                                  (Unaudited)
<S>                                      <C>             <C>
Current assets:
  Cash and cash equivalents                  $16              $7
  ACCOUNTS RECEIVABLE, NET                62,327          32,177
  OTHER CURRENT ASSETS                     4,228           9,959
  RECOVERABLE INCOME TAXES                 3,537              28

     Total current assets                 70,108          42,171

Furniture and equipment, net              10,075           2,284

COSTS IN EXCESS OF NET ASSETS
 ACQUIRED, NET                             5,048              --

Other assets, net                          7,459           3,921


                                         $92,690         $48,376


</TABLE>


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

<CAPTION>
                                   DECEMBER 31, 1996   SEPTEMBER 30, 1997 
                                            (Unaudited)
<S>                                     <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable--line of credit       $28,335          $6,906
     ACCOUNTS PAYABLE                     15,718           5,100
     ACCRUED EXPENSES                      4,041           4,244
     EXCESS OF BILLINGS OVER COSTS
      AND CONTRACT PREPAYMENTS             6,159           2,830
     OTHER CURRENT LIABILITIES               757             287
     CURRENT PORTION OF LONG-TERM DEBT        --           6,200
     DEFERRED INCOME TAXES                 1,377           1,377

     Total current liabilities            56,387          26,944

     Long-term debt, less current portion 15,000              --
     OTHER LONG-TERM LIABILITIES           3,510             703

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          17,576
                                          22,593          25,619
     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          20,729

                                         $92,690         $48,376

</TABLE>
      See accompanying note to the unaudited condensed consolidated financial
                                 statements.
<PAGE>
<TABLE>
                               CTA INCORPORATED
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    ($000's Except for Per Share Amounts)
                                 (Unaudited)
<CAPTION>
                             Three Months Ended  Nine Months Ended
                                SEPTEMBER 30,      SEPTEMBER 30,
                               1996      1997      1996     1997
<S>                         <C>       <C>       <C>      <C>
Contract revenues           $23,162   $26,090   $70,729  $69,650

COST OF CONTRACT REVENUES    20,204    23,189    65,134   60,635
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES     1,735     1,791     4,118    4,749
OTHER EXPENSES                  293       203       639      541

Operating profit                930       907       838    3,725

INTEREST EXPENSE                314       786       841    1,329
Income (loss) before
 income taxes                   616       121        (3)   2,396
INCOME TAXES (BENEFIT)          202        46        (1)     899
Income (loss) from
  continuing operations         415        75        (2)   1,497
Discontinued operations:
  Loss from discontinued
  operations, net of
  income taxes                 (268)      (91)   (3,438)  (1,490)
  GAIN ON DISPOSAL, NET OF
  INCOME TAXES                   --     3,016        --    3,016
Income (loss) from
  discontinued operations      (268)    2,925    (3,438)   1,526

Net income (loss)              $147    $3,000   $(3,440)  $3,023

Earnings (loss) per share:
  Continuing operations       $0.09     $0.01    $(0.00)   $0.32
  DISCONTINUED OPERATIONS     (0.06)     0.65     (0.78)    0.33
Earnings (loss) per share     $0.03     $0.66    $(0.78)   $0.65

Weighted average shares
 outstanding              4,608,553 4,543,207 4,397,973 4,684,184

</TABLE>

      See accompanying note to the unaudited condensed consolidated financial
                                 statements.
<PAGE>
<TABLE>
                               CTA INCORPORATED
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   ($000's)
                                 (Unaudited)
<CAPTION>
                                              Nine Months Ended
                                                SEPTEMBER 30,
                                              1996            1997
<S>                                         <C>             <C>
Net cash provided by (used in)
      operating activities                     320            (987)

Investing activities:
     Proceeds from sale of discontinued
      operations                              --            11,689
     Proceeds from sale of division           --               438
     Investments in furniture
      and equipment                         (4,815)         (2,076)

     Net cash provided by (used in)
      investing activities                  (4,815)         10,051

Financing activities:
     Net borrowings (repayments) under
      bank line of credit agreement          5,699          (8,979)
     OTHER FINANCING ACTIVITIES, NET          (368)            (94)
                                                                      
Net cash provided by (used in)
      financing activities                   5,331          (9,073)

Net increase (decrease) in cash and
 cash equivalents                             $836             $(9)


</TABLE>



      SEE ACCOMPANYING NOTE TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
                                 STATEMENTS.
<PAGE>
                               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 September 30, 1997 and  the results of its operations
and its cash flows for the periods ended September  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 sold 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  $6 million) in cash, subject to certain adjustments
and a $3 million holdback (the  balance  of  the  retained receivables and the
holdback are included in other assets at September  30,  1997), and assumption
by Orbital of certain liabilities of the Company. The sale  was  completed  on
August  15,  1997. In addition, Orbital paid 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  balance  of  the long-term debt and accrued
interest not paid by orbital is included in current  liabilities  at September
30,  1997  and  was paid in full in November 1997). 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
proportion of debt assumed by Orbital to the Company's total debt  outstanding
at the time of the sale.
<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 sold 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 $6 million) in cash,  subject  to  certain  
adjustments  and a $3 million  holdback,  and  assumption by Orbital of 
certain liabilities of the Company. The sale was completed on August 15, 1997.
In addition, Orbital paid 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.

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         NINE MONTHS
                                            ENDED               ENDED
                                        SEPTEMBER 30,       SEPTEMBER 30,
  <S>                                <C>       <C>      <C>        <C>
  ITEM                                1996      1997      1996      1997

  Contract revenues.............     100.0%    100.0%    100.0%    100.0%
  Cost of contract revenues.....      87.2      88.9      92.1      87.1
  Selling, general and 
    administrative expenses.....       7.5       6.8       5.8       6.8
  Other expenses................       1.2       0.8       0.9       0.8
  Operating profit (loss).......       4.1       3.5       1.2       5.3
  Interest expense..............       1.4       3.0       1.2       1.9
  Income (loss) before 
    income taxes................       2.7       0.5       0.0       3.4
  Provision (benefit) for 
    income taxes................       0.9       0.2       0.0       1.3
  Income (loss) from 
    continuing operations.......       1.8       0.3       0.0       2.1
</TABLE>

<PAGE>
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO
     THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996

     CONTRACT REVENUES. Contract revenues increased 12.6% to $26.1 million for
the  three  months  ended September  30,  1997  from  $23.2  million  for  the
comparable period in  1996.  Contract revenues decreased 1.5% to $69.6 million
for the nine months ended September  30,  1997  from  $70.7  million  for  the
comparable period in 1996.

     Contract  revenues  from  the  Company's  Year  2000  Century Date Change
conversion contracts increased 339% to $4.6 million for the three months ended
September 30, 1997 from $1.3 million in the comparable period  in  1996.  Year
2000  contract  revenues  increased  770% to $10.4 million for the nine months
ended September 30, 1997 from $1.3 million in the comparable period in 1996.

     A new contract in 1997, providing  program management and integration for
the Assistant Secretary of Defense for Health  Affairs,  generated revenues of
$3.3  million  and  $4.3  million for the three and nine month  periods  ended
September 30, 1997, respectively.  Another new program, the Defense Enterprise
Integration Services (DEIS) subcontract to Computer Sciences Corporation (CSC)
generated revenues of $1.1 million and  $3.1  million  for  the three and nine
month periods ended September 30, 1997, respectively.

     These  increases  in  contract revenues were offset by decreases  on  the
Technical Engineering and Management  Support  IV (TEMS IV) program at Hanscom
Air Force Base of $1.7 million and $8.1 million  for  the three and nine month
periods ended September 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 $5.0 million
for the nine month period ended  September  30,  compared  to  the  comparable
period 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  $0.4  million for  the  three  months  ended
September 30, 1997 compared to the comparable  period in 1996 and increased by
$0.7 million for the nine months ended September  30,  1997  compared  to  the
comparable period in 1996.

     During 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  $2.6 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 were not sufficient to offset  these  losses and recover the 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.  Contract
revenues on the Eastern  Zone contract decreased by $1.1 million for the three
months ended September 30,  1997 compared to the comparable period in 1996 and
increased  by $0.3 million for  the  nine  months  ended  September  30,  1997
compared to  the  comparable  period in 1996. The contract ended September 30,
1997.

     During 1997 the Company sold  its  Advanced  Information Systems Division
which  had accounted for $1.2 and $2.2 million in contract  revenues  for  the
three month and nine month periods ended September 30, 1996.

      COST OF CONTRACT REVENUES.  Cost of contract revenues increased 14.8% to
$23.2 million,  or  88.9%  of  contract  revenues,  for the three months ended
September 30, 1997, from $20.2 million, or 87.2% of contract revenues, for the
comparable period in 1996. Cost of contract revenues  decreased  6.9% to $60.6
million,  or  87.1% of contract revenues, for the nine months ended  September
30, 1997 from $65.1 million, or 92.1% 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 overall higher margins on commercial contracts in 1997.

     SG&A. Selling, general  and  administrative  expenses  ("SG&A") increased
3.2% to $1.8 million, or 6.8% of contract revenues, for the three months ended
September 30, 1997, from $1.7 million, or 7.5% of contract revenues,  for  the
comparable  period  in  1996. SG&A increased 15.3% to $4.7 million, or 6.8% of
contract revenues, for the  nine  months  ended  September 30, 1997, from $4.1
million,  or  5.8% of contract revenues, for the comparable  period  in  1996.
Increased bid and  proposal  costs  accounted for the increase in SG&A in 1997
and higher revenues accounted for the  decrease  in  SG&A  as  a percentage of
contract  revenues  for the three months ended September 30, 1997  and  higher
costs and reduced revenues  accounted for the increase in SG&A as a percentage
of contract revenues for the nine months ended September 30, 1997.

     OTHER EXPENSES.  Other expenses  were  approximately $0.2 million for the
three  months  ended  September 30, 1997 compared  to  $0.3  million  for  the
comparable period in 1996  and  approximately $0.5 million for the nine months
ended September 30, 1997 compared to $0.6 million for the comparable period in
1996.

     OPERATING PROFIT (LOSS).  The  Company  had  an  operating profit of $0.9
million  for  the  three  months  ended  September 30, 1997 and  1996  and  an
operating profit of $3.7 million for the nine  months ended September 30, 1997
compared to $0.8 million for the comparable period in 1996.

     INTEREST EXPENSE.  Interest expense was approximately  $0.8  million  for
the  three  months  ended  September 30, 1997 compared to $0.3 million for the
comparable period in 1996 and  approximately  $1.3 million for the nine months
ended  September  30,  1997 and compared to $0.8 million  for  the  comparable
period in 1996. As a result  of  the  sale of the discontinued operations, the
Company  accrued an additional $2.1 million  of  contingent  interest  on  the
subordinated  debt,  of  which  approximately  $1.6  million  was allocated to
discontinued operations.

     PROVISION  (BENEFIT)  FOR  INCOME TAXES. The Company had a provision  for
income taxes of $0.05 million for  the  three  months ended September 30, 1997
compared to a provision for income taxes of $0.2  million  for  the comparable
period in 1996 and a provision for income taxes of $0.9 million for  the  nine
months  ended  September 30, 1997 compared to a one thousand dollar income tax
benefit for the comparable period in 1996.

     INCOME (LOSS)  FROM  CONTINUING  OPERATIONS.  The Company had income from
continuing operations of $0.1 million for the three months ended September 30,
1997 compared to $0.4 million for the comparable  period  in  1996  and income
from continuing operations of $1.5 million for the nine months ended September
30, 1997 compared to a loss from continuing operations of two thousand dollars
for the comparable period in 1996.

     INCOME (LOSS) FROM DISCONTINUED OPERATIONS.  The Company had a loss  from
discontinued operations of $(0.1) million for the three months ended September
30, 1997 compared to a loss from discontinued operations of $(0.3) million for
the  comparable  period  in  1996  and  a loss from discontinued operations of
$(1.5) million for the nine months ended September 30, 1997 compared to a loss
from discontinued operations of $(3.4) million  for  the  comparable period in
1996.  Revenues  of the discontinued operations were $32.9 million  and  $14.9
million for the three  months ended September 30, 1997 and 1996, respectively,
and $69.3 million and $68.2  million  for  the nine months ended September 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  $1.9
million  and  $1.1  million  for the three months ended September 30, 1997 and
1996, respectively, and $3.7 million  and  $2.6  million  for  the nine months
ended September 30, 1997 and 1996, respectively. As a result of  the  Sale  of
its  Space  and Telecommunications Systems business and its Mobile Information
and Communications  Services  business  to  Orbital  Sciences Corporation, the
Company realized a gain on the disposal of approximately $3.0 million.

     NET INCOME (LOSS).  The Company had net income of  $3.0  million and $0.1
million  for the three months ended September 30, 1997 and 1996,  respectively
and a net  profit of $3.0 million for the nine months ended September 30, 1997
compared to a net loss of $(3.4) million for the comparable period in 1996.

LIQUIDITY AND CAPITAL RESOURCES

     Cash used  in operating activities was $1.0 million during the first nine
months of 1997. Cash  provided  by investing activities was $10.1 million from
the proceeds of the sales of the  discontinued operations and a division. Cash
used in financing activities was $9.1  million  for  net  repayments under the
bank line of credit agreement of $9.0 million and $0.1 million  for  purchases
of treasury stock.

     As  a  result  of  the  Sale  of its Space and Telecommunications Systems
business and its Mobile Information  and  Communications  Services business to
Orbital Sciences Corporation, the subordinated debt of $15  million was repaid
and the balance on the revolving credit facility with the bank  paid down. The
Company  expects to make a tender offer for approximately 200,000  shares  for
approximately  $2  million  to  be  paid  out  of the proceeds of the Sale. In
November 1997, the Company entered into a new three  year  agreement  with the
bank  for a revolving credit facility providing the availability to borrow  up
to $15 million and a new $5 million term facility.

     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 September 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 legalproceedings.

ITEM 2.   CHANGES IN SECURITIES

          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None

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

          The Annual Meeting of Shareholders  was held on August 4, 1997.
          At the meeting the shareholders (1) elected Harvey D. Kushner,
          Raymond V. McMillan, George W. Morganthaler, James M. Papada III,
          Arturo Silvestrini, and Dr. C.E. "Tom" Velez directors; (2) 
          ratified the appointment of Ernst & Young LLP as independent
          auditors for the year ending December 31, 1997; (3) ratified the
          appointment of Legg Mason Wood Walker Incorporated as independent
          appraisers for the year ending December 31, 1997; and (4) approved 
          the sale of the Space and Telecommunications business and the 
          Mobile Information and Communications Services business to Orbital 
          Sciences Corporation.

ITEM 5.   OTHER INFORMATION

          None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (A) None

          (B) Reports on Form 8-K, dated July 11, 1997 and August 15, 1997, 
          were 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



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