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, 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 MARCH 31, 1997.

COMMON STOCK, $.01 PAR VALUE                         4,543,207
         (Class)                                  (Number of Shares)
<PAGE>
                               CTA INCORPORATED
                                  FORM 10-Q
                     FOR THE QUARTER ENDED MARCH 31, 1997

                                    INDEX

                       PART 1. -- FINANCIAL INFORMATION

Item 1.   Financial Statements:

          Condensed Consolidated Balance Sheets
          March 31, 1997 and December 31, 1996

          Consolidated Statements of Operations
          Three months ended March 31, 1997 and 1996

          Condensed Consolidated Statements of Cash Flows
          Three months ended March 31, 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   MARCH 31, 1997
                                                        (Unaudited)
       ASSETS
<S>                                      <C>              <C>
Current assets:
  Cash and cash equivalents                  $16          $1,564
  ACCOUNTS RECEIVABLE, NET                62,327          58,071
  OTHER CURRENT ASSETS                     4,228           3,950
  RECOVERABLE INCOME TAXES                 3,537           3,124

     Total current assets                 70,108          66,709

Furniture and equipment, net              10,075           9,957

COSTS IN EXCESS OF NET ASSETS
 ACQUIRED, NET                             5,048           4,901

Other assets, net                          7,459           7,494


                                         $92,690         $89,061

</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  MARCH 31, 1997
                                                       (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                      <C>             <C>
Current liabilities:
     Notes payable--line of credit       $28,335         $22,000
     ACCOUNTS PAYABLE                     15,718          15,757
     ACCRUED EXPENSES                      4,041           5,462
     EXCESS OF BILLINGS OVER COSTS
      AND CONTRACT PREPAYMENTS             6,159           7,265
     OTHER CURRENT LIABILITIES               757             757
     CURRENT PORTION OF LONG-TERM DEBT        --             750
     DEFERRED INCOME TAXES                 1,377           1,377

     Total current liabilities            56,387          53,368

     Long-term debt, less current portion 15,000          14,250
     OTHER LONG-TERM LIABILITIES           3,510           3,702

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          14,588
                                          22,593          22,631
     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          17,741

                                         $92,690         $89,061

</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
                                                   MARCH 31,
                                              1996           1997
<S>                                        <C>           <C>
Contract revenues                          $61,651       $40,834
COST OF CONTRACT REVENUES                   62,379        36,224
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,167         3,081
OTHER EXPENSES                                 167           256
Operating profit (loss)                     (4,062)        1,273
INTEREST EXPENSE                             1,094         1,212
Income (loss) before income taxes           (5,156)           61
INCOME TAXES (BENEFIT)                      (2,217)           23

Net income (loss)                          ($2,939)          $38


Earnings (loss) per share                   ($0.64)        $0.01

Weighted average shares outstanding      4,567,843     4,617,205

</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>

                                             Three Months Ended
                                                  MARCH 31,
                                            1996            1997
<S>                                      <C>               <C>
Operating activities:

     Net income (loss)                    ($2,939)         $  38
     NON-CASH EXPENSES, NET                 1,059          1,203
     CHANGES IN ASSETS AND
      LIABILITIES, NET                       (653)         7,557

     Net cash provided by (used in)
      operating activities                 (2,533)         8,798

Investing activities:

     Investments in furniture
      and equipment                          (711)          (821)

Financing activities:

     Net borrowings (repayments) under
      bank line of credit agreement         3,539         (6,335)
     OTHER FINANCING ACTIVITIES, NET         (415)           (94)

     Net cash provided by (used in)
      financing activities                  3,124         (6,429)

Net increase (decrease) in cash and
 cash equivalents                           ($120)        $1,548


</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 March 31, 1997 and the  results of its operations and
its cash flows for the periods ended March 31, 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.


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

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,

                                                          1996               1997
<S>                                                     <C>                 <C>
  Contract revenues...........................            100.0%             100.0%
  Cost of contract revenues...................            101.2               88.7
  Selling, general and administrative expenses              5.1                7.5
  Other expenses..............................              0.3                0.6

  Operating profit (loss).....................             (6.6)               3.2
  Interest expense............................              1.8                3.0

  Income (loss) before income taxes...........             (8.4)               0.2
  Provision (benefit) for income taxes........             (3.6)               0.1


  Net income (loss)...........................             (4.8)               0.1%


</TABLE>

     The  following tables set forth certain items in the Company's Statements
of Operations by business segment:
<TABLE>
<CAPTION>
                                                       Three months ended
                                                           MARCH 31,

                                                     1996        1997
                                                  (In thousands of dollars)

  Contract revenues:
<S>                                                <C>                <C>
   Information Technology Services...              $24,813            $21,702
   Space and Telecommunications
   Systems.........................                 17,774             16,760
     Launch Support..................               19,064              2,372
   Mobile Information and Communications
   Services.........                                 _                  _

                                                   $61,651            $40,834


  Operating profit (loss):
   Information Technology Services...                $(769)            $1,756
   Space and Telecommunications
   Systems.........................                 (2,635)               231
     Launch Support..................                  102                  6
   Mobile Information and Communications
   Services.........                                  (593)              (464)
   Other expenses                                     (167)              (256)

                                                   $(4,062)            $1,273


</TABLE>


THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO
     THREE MONTHS ENDED MARCH 31, 1996

     CONTRACT REVENUES. Contract revenues decreased 33.9% to $40.8 million for
the three months  ended March 31, 1997 from $61.6 million for the three months
ended March 31, 1996,  as  a  result of a $3.1 million decrease in IT revenues
and a $17.7 million decrease in Space and Telecommunications Systems revenues.

     IT contract revenues decreased  12.5% to $21.7 million in 1997 from $24.8
million in 1996. An increase in IT revenue  of  $1.7  million  on the Nebraska
Year  2000  conversion  contract  and  $1.1  million on the Defense Enterprise
Integration  Services  (DEIS)  subcontract  to Computer  Sciences  Corporation
(CSC), which are new programs in the 1997 period,  was more than offset by the
decrease of $3.9 million on the Technical Engineering  and  Management Support
IV (TEMS IV) program at Hanscom Air Force Base and $3.3 million  on  the Naval
Air Weapons Center (NAWC) contracts at China Lake, California

     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.

     Total Space and Telecommunications  Systems  contract  revenues  in  1997
decreased  48.1%  to  $19.1  million  from  $36.8  million  in 1996. Space and
Telecommunications  Systems  contract  revenues, exclusive of Launch  Support,
decreased  5.7%  to $16.8 million in 1997  from  $17.8  million  in  1996.  An
increase of $2.6 million  on the TSX-5 contract with the Air Force, which is a
new program in the 1997 period,  was  more  than  offset by a decrease of $1.6
million  on  the  EarthWatch  program  and  decreases  on   other   Space  and
Telecommunications   Systems   contracts.  Launch  Support  contract  revenues
decreased 87.6% to $2.4 million  in 1997 from $19.1 million in 1996, primarily
due to $14.1 million in lower revenue  as  a  result  of one-time pass-through
launch-related costs on the Indostar program and $4.1 million on the NASA SSTI
program, offset by an increase of $1.4 million on the TSX-5 contract.

     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.  The Company
increased these reserves to reflect the  risks inherent in the integration and
test  phases of this program.  Indostar represents  the  Company's  first  GEO
satellite effort and the integration and test phase are believed by management
to represent  a  critical element in the remaining portion of the program.  In
establishing these  additional  reserves,  the  Company  assessed identifiable
cost, schedule and technical risk elements.  The Company believes its reserves
are adequate to cover potential risks that could arise prior  to  the expected
program  completion  in  mid-1997.   There can be no assurance, however,  that
these reserves will be adequate to cover these risks.

     The  Mobile  Information Communications  Services  business  recorded  no
revenues for the three months ended March 31, 1997 or 1996.

      COST OF CONTRACT REVENUES.  Cost of contract revenues decreased to $36.2
million, or 88.7% of  contract revenues, in 1997 from $63.4 million, or 102.8%
of contract revenues, in 1996. This decrease in cost of contract revenues as a
percentage of contract revenues resulted primarily from the effect of reserves
added to estimates at completion  on  the  Indostar program and changes in the
estimated contract value and profitability on the Eastern Zone contract in the
first quarter of 1996.

     SG&A.  Selling, general and administrative  expenses  ("SG&A")  for  1997
decreased 2.7%  to  $3.1  million,  or  7.5%  of  contract revenues, from $3.2
million,  or  5.1%  of  contract  revenues,  in  1996. Improved  cost  control
accounted for the decrease 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 increased to $0.3 million  in  1997  from
$0.2 million in 1996.

     OPERATING  PROFIT  (LOSS).   The  Company had an operating profit of $1.3
million in 1997 compared to an operating loss of $(4.1) million in 1996.

     INTEREST EXPENSE.  Interest expense  increased  to  $1.2  million in 1997
from  $1.1  million  in  1996  due  to  higher average balances on the  Credit
Facility and higher effective interest rates  on  both the Credit Facility and
the subordinated debt.

     PROVISION (BENEFIT) FOR INCOME TAXES.  The Company had a $23 thousand tax
provision for 1997 compared to a $2.2 million tax benefit for 1996.

     NET INCOME (LOSS).  The Company had  net income  of  $38 thousand for the
three months ended March 31, 1997 compared to a net loss of  $2.9  million for
the three months ended March 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

     Operations  provided  $8.8  million  of cash during the first quarter  of
1997, primarily from net earnings and non-cash  expenses  of $1.2 million, the
decrease in accounts receivable of $4.2 million and the increase  in operating
liabilities of $2.8 million. Cash used in investing activiies was $0.8 million
for  purchases  of  furniture and equipment. Cash used in financing activities
was $6.3 million for  net  repayments  under the bank line of credit agreement
and $0.1 million for purchases of treasury stock.

     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 $30,000,000 which includes a facility for letters
of credit up to $10,000,000. The revolving  line of credit expired on December
9,  1996  but has been extended until June 9, 1997.  The  current  arrangement
provides an  additional  credit  facility  of  $4,500,000  that  is reduced or
eliminated  upon  collection  of  certain  amounts  on  the Indostar contract,
completion  of  one  or more private equity placements or at  specified  dates
through June 9, 1997.

     The Company's cash  flow  during  1996  and the first quarter of 1997 has
been adversely impacted by a combination of a  lack  of  significant operating
profits,  required  repayments  under  the bank line of credit  agreement  and
accounts  receivable  not  billable  until  certain  contract  milestones  are
reached. The Company expects its liquidity to  improve  substantially  in  the
second  quarter  of 1997 upon completion of testing and customer acceptance of
its  Indostar-1 direct  broadcast  satellite  for  a  commercial  customer  in
Indonesia.  A  delay  in  satisfaction  of contract milestones or approval for
payment by the customer could have a material  adverse effect on the Company's
liquidity.

     The  Company  has  been unable to comply with  certain  of  the  original
financial  covenants  of  its  bank  credit  facility  and  subordinated  debt
agreements since March 31, 1996, due to operating losses incurred. The Company
and  its  bank have agreed to  modifications  of  the  covenants  through  the
original maturity  of  the  credit facility on December 9, 1996 and have since
agreed to extensions of the credit facility through June 9, 1997 at negotiated
terms that include, among other things, a waiver of the financial covenants at
December 31, 1996, relaxed covenants  for  the  quarter  ended  March 31, 1997
(which  the  Company has complied with) and a higher effective interest  rate.
The Company and the holders of its subordinated debt have agreed to waivers of
the applicable financial covenants through December 31, 1997 in exchange for a
higher interest  rate,  the  extent  of  which is based on whether the Company
raises  new  equity  by  June  30,  1997. The Company  believes  it  has  good
relationships with its lenders and that the lenders will continue to work with
the Company as it seeks to improve its  financial condition. While the Company
anticipates that it will be able to enter  into  a  new  credit  facility that
includes a long term revolving credit commitment, the inability of the Company
to  renew  its  existing  credit  facility  or  to obtain a replacement credit
facility on the same or similar terms could have  a material adverse effect on
the Company's liquidity, financial condition and results of operations.

     The Company is pursuing various financing alternatives, including raising
additional   equity   capital,  and,  if  necessary,  would   consider   other
alternatives  such  as disposal  of  assets.  The  Company's  future  business
requirements and growth  plans  will  require  significant additional capital.
While the Company believes that working capital,  cash  flow  from operations,
and  available  bank  borrowings  will  provide  adequate  funds for continued
operations and any increased interest costs with respect to borrowings through
the end of 1997, additional sources of capital will be required to continue to
fund  the  Company's future business requirements and growth plans,  including
its strategic  initiatives  of  expanding  its  Space  and  Telecommunications
Systems  and  its  Mobile Information and Communications Services  businesses.
Accordingly, the Company  expects  that  it  will  need  to  incur  additional
indebtedness  or  raise  additional  equity  capital  to  fund its anticipated
growth. There can be no assurance that the Company will be able to obtain such
financing on favorable terms or at all.


<PAGE>
                        PART II. -- OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

         There  were  no material developments during the quarterly
period ended March 31, 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 March 31, 1997.

<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



APRIL 25, 1997                     /S/ GREGORY H. WAGNER
                                   Gregory H. Wagner
                                   Executive Vice President,
                                    Chief Financial Officer,
                                    Principal Accounting Officer
                                    and Treasurer