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
  -----     Exchange Act of 1934

            For the quarterly period ended February 28, 1998 or

            Transition Report Pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934

            For the transition period from _____________ to _____________

                         Commission file number 0-16169

                      HARDING LAWSON ASSOCIATES GROUP, INC.
             (Exact name of registrant as specified in its charter)

    Delaware                                                   68-0132062
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

  7655 Redwood Boulevard
    Novato, California                                          94945
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (415) 892-0821

Indicate by check mark whether the registrant (1) has filed all reports required
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

At April 2, 1998 the  registrant  had issued and  outstanding  an  aggregate  of
4,986,690 shares of its common stock.


<PAGE>


                                      INDEX

                      HARDING LAWSON ASSOCIATES GROUP, INC.


                                                                           Page

PART I.           FINANCIAL INFORMATION

  Item 1.   Financial Statements

  Condensed Consolidated Balance Sheets -
  February 28, 1998 (Unaudited) and
  May 31, 1997.................................................................3

  Condensed Consolidated Statements of Income -
  Three and Nine Months Ended February 28, 1998 and
  February 28, 1997 (Unaudited)................................................4

  Condensed Consolidated Statements of Cash Flows -
  Nine Months Ended February 28, 1998 and
  February 28, 1997  (Unaudited)...............................................5

  Notes to Condensed Consolidated Financial Statements
  February 28, 1998 (Unaudited)................................................6

  Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations..........................................7

PART II. OTHER INFORMATION

  Item 6.   Exhibits and Reports on Form 8-K..................................11

SIGNATURES....................................................................12

EXHIBIT INDEX.................................................................13


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                      HARDING LAWSON ASSOCIATES GROUP, INC.
                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)

                                                                    February 28, 1998            May 31, 1997
-------------------------------------------------------------------------------------------------------------
                                                                       (Unaudited)
<S>                                                                      <C>                       <C>
ASSETS
Current assets:
     Cash and cash equivalents                                           $26,864                   $24,464
     Accounts receivable                                                  21,208                    22,911
     Unbilled work in progress                                             3,843                     6,221
     Less allowances for receivables and
         unbilled work                                                    (1,356)                   (1,387)
     Prepaid expenses                                                      1,211                     1,073
     Deferred income taxes                                                 2,864                     2,691
----------------------------------------------------------------------------------------------------------
         Total current assets                                             54,634                    55,973
----------------------------------------------------------------------------------------------------------
     Equipment                                                            23,604                    21,701
     Less accumulated depreciation                                       (19,312)                  (17,299)
-----------------------------------------------------------------------------------------------------------
         Net equipment                                                     4,292                     4,402
----------------------------------------------------------------------------------------------------------
Deposits and other assets                                                  6,178                     5,980
----------------------------------------------------------------------------------------------------------
         Total assets                                                    $65,104                   $66,355
==========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                     $3,654                    $4,538
     Accrued expenses                                                      4,528                     4,845
     Accrued compensation                                                  5,229                     6,632
     Income taxes payable                                                    561                     1,962
----------------------------------------------------------------------------------------------------------
         Total current liabilities                                        13,972                    17,977
Other liabilities                                                          1,412                     1,453
----------------------------------------------------------------------------------------------------------
         Total liabilities                                                15,384                    19,430
----------------------------------------------------------------------------------------------------------
Commitments and Contingencies
Minority interest in subsidiaries                                            336                       323
----------------------------------------------------------------------------------------------------------
Shareholders' equity:
     Preferred stock--$.01 par value;
         authorized shares 1,000,000;
         issued and outstanding--none
     Common stock--$.01 par value;
         authorized shares 10,000,000;
         issued and outstanding--4,986,193
         and 4,864,503 at February 28,1998
         and May 31, 1997, respectively                                       50                        49
     Additional paid-in capital                                           18,698                    17,982
     Retained earnings                                                    30,636                    28,571
----------------------------------------------------------------------------------------------------------
         Total shareholders' equity                                       49,384                    46,602
----------------------------------------------------------------------------------------------------------
              Total liabilities and
              shareholders' equity                                       $65,104                   $66,355
==========================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>

                      HARDING LAWSON ASSOCIATES GROUP, INC.
                   Condensed Consolidated Statements of Income
                      (In thousands, except per share data)
                                   (Unaudited)


                                                 Three Months Ended                  Nine Months Ended
                                                    February 28,                       February 28,
                                               1998             1997              1998             1997
-------------------------------------------------------------------------------------------------------

<S>                                           <C>               <C>              <C>               <C>    
Gross revenue                                 $28,040           $28,364          $93,486           $91,594
Less:  Cost of outside services                 8,959             8,844           31,444            29,813
----------------------------------------------------------------------------------------------------------

Net revenue                                    19,081            19,520           62,042            61,781
----------------------------------------------------------------------------------------------------------

Costs and expenses:
     Payroll and benefits                      13,250            13,102           41,759            42,109
     General expenses                           5,629             5,605           17,489            17,325
----------------------------------------------------------------------------------------------------------

     Total costs and expenses                  18,879            18,707           59,248            59,434
----------------------------------------------------------------------------------------------------------

Operating income                                  202               813            2,794             2,347
Interest in loss of unconsolidated
     subsidiaries                                  --              (180)             (50)             (290)
Interest income, net                              277               183              784               524
----------------------------------------------------------------------------------------------------------

Income before provision for income taxes
     and minority interest                        479               816            3,528             2,581

Provision for income taxes                        168               370            1,450             1,133

Minority interest                                  57               (16)              13                10
----------------------------------------------------------------------------------------------------------

Net income                                       $254              $462           $2,065            $1,438
==========================================================================================================

Basic and diluted earnings
per common  share                              $ .05              $ .09          $   .41          $   .29
=========================================================================================================

Shares used in basic
per share calculation                           4,986             4,942            5,016             4,938
==========================================================================================================

Shares  used  in  diluted  per  share   calculation   5,142  4,974  5,097  4,963
==========================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>


                      HARDING LAWSON ASSOCIATES GROUP, INC.
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)


                                                                                   Nine Months Ended
                                                                                      February 28,
                                                                          1998                       1997
---------------------------------------------------------------------------------------------------------

<S>                                                                       <C>                      <C>
OPERATING ACTIVITIES
     Net income                                                           $2,065                    $1,438
     Adjustments to reconcile net income to
     net cash provided by operating activities:
         Depreciation and amortization                                     1,899                     1,920
         Net (increase) decrease in current assets                         3,738                    (4,626)
         Net increase (decrease) in current liabilities                   (3,258)                    1,974
         Other (decrease)                                                   (249)                     (127)
-----------------------------------------------------------------------------------------------------------

         NET CASH PROVIDED BY
         OPERATING ACTIVITIES                                              4,195                       579
----------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
     Net purchase of equipment                                            (1,738)                   (1,804)
-----------------------------------------------------------------------------------------------------------

         NET CASH USED IN
         INVESTING ACTIVITIES                                             (1,738)                   (1,804)
-----------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
     Proceeds from sale of common stock                                      348                        95
     Repurchase of common stock                                             (405)                     (577)
-----------------------------------------------------------------------------------------------------------

         NET CASH USED IN
         FINANCING ACTIVITIES                                                (57)                     (482)
-----------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                                       2,400                    (1,707)

     Cash and cash equivalents
     at beginning of period                                               24,464                    19,012
----------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                                                         $26,864                   $17,305
==========================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.


<PAGE>

                      HARDING LAWSON ASSOCIATES GROUP, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

February 28, 1998

NOTE 1:  BASIS OF PRESENTATION

The accompanying  condensed consolidated financial statements have been prepared
without audit by Harding  Lawson  Associates  Group,  Inc.,  (the  "Company") in
accordance with generally accepted  accounting  principles for interim financial
statements and pursuant to the rules of the  Securities and Exchange  Commission
for Form 10-Q. Certain  information and footnotes required by generally accepted
accounting principles for complete financial statements have been omitted. It is
the opinion of management that all adjustments  considered  necessary for a fair
presentation  have been included,  and that all such adjustments are of a normal
and recurring nature.  For further  information,  refer to the audited financial
statements  and footnotes  included in the Company's  Annual Report on Form 10-K
dated May 31,  1997.  Reclassification  of certain  balances for the fiscal year
ended  May 31,  1997  have  been  made  to  conform  to the  February  28,  1998
presentation.

NOTE 2:  COMMITMENTS AND CONTINGENCIES

The Company is currently  subject to certain claims and lawsuits  arising in the
ordinary  course  of  its  business.  In the  opinion  of  management,  adequate
provision has been made for all known liabilities that are currently expected to
result from these claims and lawsuits,  and in the aggregate such claims are not
expected to have a material effect on the financial position of the Company. The
estimates  used in  establishing  these  provisions  could  differ  from  actual
results. Should these provisions change significantly,  the effect on operations
for any quarterly or annual reporting period could be material.

NOTE 3:           NEW ACCOUNTING PRONOUNCEMENTS

In February  1997,  the  Statement of  Financial  Accounting  Standards  No. 128
"Earnings  per Share," (FAS 28) was issued and is effective  for the year ending
May 31,  1998.  The Company has changed its method for  computing  earnings  per
share for both the three  months and nine months ended  February  28, 1998,  and
restated the same periods in the prior year. The new method requires calculation
of basic  earnings  per share  excluding  the  dilutive  effect of common  stock
equivalents  such as stock options and  warrants.  The impact of this change was
not material.




<PAGE>


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

Cautionary Statement Regarding Forward Looking Statements
---------------------------------------------------------

The  statements  in this  report that are  forward-looking  are based on current
expectations,  and actual  results may differ  materially.  The  forward-looking
statements  include  those  regarding  the  level of future  purchases  of fixed
assets,  the possible  impact of current and future  claims  against the Company
based upon  negligence and other theories of liability,  and the  possibility of
the Company making acquisitions during the next 12 to 18 months. Forward-looking
statements  involve  numerous  risks and  uncertainties  that could cause actual
results to differ materially,  including,  but not limited to, the possibilities
that the demand for the  Company's  services may decline as a result of possible
changes in general and industry specific economic  conditions and the effects of
competitive  services  and pricing;  one or more  current or future  claims made
against the Company may result in substantial liabilities;  and such other risks
and  uncertainties  as are described in reports and other documents filed by the
Company from time to time with the Securities and Exchange Commission.

Results of Operations
---------------------
(In thousands, except share data)

The following table sets forth,  for the periods  indicated,  (i) the percentage
that  certain  items in the  condensed  consolidated  income  statements  of the
Company bear to net revenues,  and (ii) the  percentage  increase  (decrease) in
dollar amount of such items from year to year.
<TABLE>
<CAPTION>

                                            Percentage of Net Revenue                         Percentage
                                   Three Months Ended          Nine Months Ended          Increase/(Decrease)
                                       February 28,               February 28,               February 28,
                                                                                  Three Months       Nine Months
                                    1998         1997         1998         1997     1998 vs 1997    1998 vs 1997
                                    ----         ----         ----         ----     ------------    ------------

<S>                                <C>          <C>          <C>          <C>         <C>             <C> 
Net revenue                        100.0%       100.0%       100.0%       100.0%        (2.3%)           0.4%
Costs and expenses
     Payroll and benefits           69.4         67.1         67.3         68.2          1.1            (0.8)
     General expenses               29.5         28.7         28.2         28.0          0.4             0.9
Operating income/margin              1.1          4.2          4.5          3.8        (75.2)           19.0
Interest income, net and
     interest in loss of uncon-
     solidated subsidiaries          1.4          0.0          1.2          0.4           N/A          214.6
Income before income taxes
     and minority interest           2.5          4.2          5.7          4.2        (41.3)           36.7
Provision for income taxes
     and minority interest           1.2          1.8          2.4          1.9        (36.3)           28.0
Net income                           1.3          2.4          3.3          2.3        (45.1)           43.6
</TABLE>

<PAGE>
Third Quarter Comparison for Fiscal Years 1998 and 1997
-------------------------------------------------------

Net revenue for the fiscal  quarter ended February 28, 1998 totaled  $19,081,  a
decrease of 2.3% from net revenue of $19,520 for the third  quarter of the prior
fiscal year.  The decline in net revenue was primarily due to a 21% decline from
the  public  sector  net  revenue,   and  a  3%  decline  in  net  revenue  from
international  operations,  partially  offset by a 13%  increase in revenue from
domestic  industrial  contracts.  The decrease in public  sector net revenue was
reflected  equally in both federal and state and local contracts.  Overall,  net
revenue  from public  sector  contracts  accounted  for 38% of total net revenue
compared to 46% in the prior year. Net revenue from domestic  industrial clients
has  increased  over the previous  quarter for each of the three  quarters  this
fiscal year.  The  improvement  in the  industrial  sector was  primarily due to
growth  in  environmental   services   outside  the  site  restoration   market.
Domestically,  net revenue declined in the third quarter due to lower demand for
the Company's  services,  partially offset by higher prices compared to the same
period in the prior year.  Net revenue  from  international  operations  for the
fiscal  quarter  ended  February  28, 1998 was $1,266 or 7% of total net revenue
compared to $1,323 or 7% in the prior fiscal year.

Operating income was $202 in the third quarter of fiscal 1998, a decrease of 75%
from $813 for the same period in fiscal 1997. Operating margin decreased to 1.1%
of net revenue in the current  quarter  compared to 4.2% in the third quarter of
fiscal 1997.  The decrease in operating  income and margin was  primarily due to
the lower net revenue  discussed  above,  compounded by slightly  higher payroll
costs and general expenses.

During the third quarter of the prior fiscal year the Company recorded losses of
$180 from operations of two limited liability  companies.  The Company has since
written off the remaining  investment and as such no losses have been recognized
in the third quarter of fiscal 1998.

Net interest  income for the third quarter  ended  February 28, 1998 rose by $94
compared  to the prior year due  primarily  to a $8.7  million  increase  in the
average cash balance compared to the third quarter of last year.

The  effective tax rate was 35% for the third quarter of fiscal 1998 and was 45%
in the  third  quarter  of  fiscal  1997.  The  decrease  in the  tax  rate  was
attributable to profits from the international  operations for which the Company
had prior year losses where no tax benefits had been recorded.

Net income for the quarter was $254  compared  with $462 in the third quarter of
fiscal 1997, a decrease of 45%. Basic and diluted  earnings per share were $0.05
on 4,986,000 and 5,142,000  weighted  average shares  outstanding,  respectively
compared to $0.09 per share on 4,942,000 and 4,974,000  weighted  average shares
outstanding,  respectively  in the same  period last year.  The  increase in the
weighted average diluted shares outstanding was primarily due to the increase in
the price per share of the Company's  common stock,  resulting in an increase in
share equivalents used in the per share calculation
<PAGE>
Nine Month Comparison for Fiscal Years 1998 and 1997
----------------------------------------------------

Net revenue for the nine months ended  February  28, 1998 was $62,042,  slightly
higher than for the nine months ended February 28, 1997 of $61,781. The increase
in net revenue  was due  primarily  to an  increase  in both  public  sector and
industrial  sales,  partially  offset  by  a  decline  in  international  sales.
Domestically,  the Company received higher prices for its services sufficient to
offset lower  demand.  Net revenue from  international  operations  was down 17%
compared to the same nine months in the prior fiscal year.

Operating income was $2,794,  an increase of 19% from operating income of $2,347
for the nine months ended February 28, 1998. The operating  margin  increased to
4.5% from 3.8% a year ago.  The  improved  operating  income  and margin was due
primarily to lower payroll costs experienced earlier in the fiscal year compared
to the prior year,  and to a lesser extent,  improved  pricing for the Company's
services.

Interest in the loss of unconsolidated  subsidiaries was $50 for the nine months
ended  February  28,  1998  compared to a loss of $290 in the same period of the
prior fiscal year. The $50 represents the final write down of such  investments,
and the Company does not intend to make further investments in these companies.

Net  interest  income for the nine months ended  February 28, 1998 was $784,  an
increase  of 50% from net  interest  income  of $524 for the same  period of the
prior fiscal year. The increase was primarily due to a $7.4 million  increase in
the average cash balance compared to the prior year.

The effective  tax rate for the nine months ended  February 28, 1998 was 41% and
for the nine months ended  February 28, 1997 was 44%. The  effective tax rate in
fiscal  1997  reflected  the  impact  of losses  from the  start-up  of  certain
international operations for which no tax benefit was realized.

Net income for the nine months was $2,065,  higher than net income of $1,438 for
the nine month  period in the prior year,  an increase of 44 percent.  Basic and
diluted  earnings  per share  were $0.41 on  5,016,000  and  5,097,000  weighted
average  shares  outstanding,  respectively  compared to $0.29 on 4,938,000  and
4,963,000  weighted average shares  outstanding,  respectively in the first nine
month period of the prior year. The increase in weighted  average diluted shares
outstanding  was  primarily  due to the  increase  in the price per share of the
Company's  common stock,  resulting in an increase in share  equivalents used in
the per share calculation.


<PAGE>
Liquidity and Capital Resources
-------------------------------

For the nine months ended February 28, 1998, net cash provided by operations was
$4,195  compared  to $579 for the  first  nine  months of the  prior  year.  The
increase in cash provided by  operations  was primarily due to a decrease in the
Company's  receivables,  partially offset by a decrease in current  liabilities,
and by an increase in prepaid taxes in the current  fiscal year. The decrease in
trade  receivables  was primarily due to more focused  management of billing and
collections  this fiscal year  compared with the same period in the prior fiscal
year.

The Company made net capital  expenditures of $1,738 in the first nine months of
fiscal 1998  compared to net  capital  expenditures  of $1,804 in the first nine
months of the prior year. The Company anticipates that its capital expenditures,
excluding  acquisitions,  for the current fiscal year will be approximately  the
same as those  incurred in the prior fiscal year.  The Company made a payment of
$197 in the first fiscal quarter of 1998 under terms of an acquisition agreement
related to an acquisition completed in fiscal 1994.

At  February  28,  1998 the  Company  had cash on hand and cash  equivalents  of
$26,864.  The Company has a $20 million  revolving  credit line  agreement  that
expires in  November  1999.  At February  28, 1998 and 1997,  the Company had no
borrowings outstanding under its line of credit leaving $20 million available to
the Company.  Borrowings  were  available to the Company at an interest  rate of
5.7% at February 28, 1998 and May 31, 1997.  The Company is in  compliance  with
all convenants pertaining to the credit line agreement.

The Company is a  consulting  engineering  services  firm  engaged in  providing
environmental,  infrastructure,  geotechnical and construction  related services
and encounters  potential  liability  including claims for errors and omissions,
resulting from construction defects,  construction cost overruns,  environmental
or other  damage in the  normal  course of  business.  The  Company  is party to
lawsuits and is aware of potential  exposure  related to certain claims.  In the
opinion  of  management,   adequate  provision  has  been  made  for  all  known
liabilities that are currently expected to result from these matters, and in the
aggregate,  such  claims  are not  expected  to have a  material  impact  on the
financial  position and  liquidity of the Company.  The Company is provided a $5
million  per  occurrence  professional  liability  policy and a $5  million  per
occurrence  contractor's pollution insurance policy through an unrelated,  rated
carrier. The Company also maintains a general liability insurance policy with an
unrelated, rated carrier.

The Board of Directors  of the Company has  approved a Common  Stock  Repurchase
Program  that  authorizes  the  Company to  purchase  up to a maximum of 500,000
shares of stock on the open  market from time to time for the purpose of funding
the Company's  various  employee  stock  programs.  The Company has  repurchased
46,300  shares  for $405 in the first  nine  months of fiscal  1998  under  this
program compared to 83,500 shares for $577 in the same period of the prior year.

The Company  believes that its available cash and cash  equivalents,  as well as
cash generated from operations and its available credit line, will be sufficient
to meet the Company's cash  requirements for the balance of the fiscal year. The
Company intends to actively  continue its search for  acquisitions to expand its
geographical representation and enhance its technical capabilities.  The Company
expects to utilize a portion of its liquidity  over the next 12 to 18 months for
capital  expenditures,   including   acquisitions  and  investments  in  aligned
businesses.

<PAGE>

                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                     PART II

                                OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    a.       Exhibits

             The following  exhibits are furnished along with this
             Form  10-Q  Quarterly  Report  for the  period  ended
             February 28, 1998:

             Exhibit No. 11       Computation of Per Share Earnings

             Exhibit No. 27       Financial Data Schedule (Electronic copy only)

    b.       Reports on Form 8-K

             None



<PAGE>


                                   SIGNATURES


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.



                                      HARDING LAWSON ASSOCIATES GROUP, INC.



Date:  April  3, 1998                 /s/ Donald L. Schreuder
                                      -----------------------
                                      Donald L. Schreuder
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



Date:  April  3, 1998                 /s/ Gregory A. Thornton
                                      -----------------------
                                      Gregory A. Thornton
                                      Vice President and Chief Financial Officer
                                      (Principal Accounting Officer)


<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                  EXHIBIT INDEX


    Exhibit No.

        11                 Computation of Per Share Earnings

        27                 Financial Data Schedule