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 August 31, 1997 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 October 3, 1997 the  registrant  had issued and  outstanding  an aggregate of
4,970,167 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 -
           August 31, 1997 (Unaudited) and May 31, 1997........................3

           Condensed Consolidated Statements of Income -
           Three Months Ended August 31, 1997
           and August 31, 1996 (Unaudited).....................................4

           Condensed Consolidated Statements of Cash Flows -
           Three Months Ended August 31, 1997 and
           August 31, 1996 (Unaudited).........................................5

           Notes to Condensed Consolidated Financial Statements
           August 31, 1997 (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...................................10

SIGNATURES ...................................................................11

INDEX TO EXHIBITS ............................................................12


                                      -2-
<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)



                                                                     August 31, 1997             May 31, 1997
-------------------------------------------------------------------------------------------------------------
                                                                       (Unaudited)
<S>                                                                      <C>                       <C>    
ASSETS
Current assets:
     Cash and cash equivalents                                           $23,066                   $24,464
     Accounts receivable                                                  22,457                    22,911
     Unbilled work in progress                                             6,452                     6,221
     Less allowances for receivables and
         unbilled work                                                    (1,408)                   (1,387)
     Prepaid expenses                                                      1,386                     1,073
     Deferred income taxes                                                 2,859                     2,691
----------------------------------------------------------------------------------------------------------
         Total current assets                                             54,812                    55,973
----------------------------------------------------------------------------------------------------------
     Equipment                                                            21,870                    21,701
     Less accumulated depreciation                                       (17,762)                  (17,299)
-----------------------------------------------------------------------------------------------------------
         Net equipment                                                     4,108                     4,402
----------------------------------------------------------------------------------------------------------
Deposits and other assets                                                  6,262                     5,980
----------------------------------------------------------------------------------------------------------
         Total assets                                                    $65,182                   $66,355
==========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                    $ 3,981                   $ 4,538
     Accrued expenses                                                      4,352                     4,845
Accrued compensation                                                       5,273                     6,632
     Income taxes payable                                                  1,538                     1,962
----------------------------------------------------------------------------------------------------------
         Total current liabilities                                        15,144                    17,977
----------------------------------------------------------------------------------------------------------
Other liabilities                                                          1,524                     1,453
----------------------------------------------------------------------------------------------------------
         Total liabilities                                                16,668                    19,430
----------------------------------------------------------------------------------------------------------
Commitments and Contingencies
Minority interest in subsidiaries                                            299                       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--4,970,167
       and 4,864,503 at August 31, 1997
       and May 31, 1997, respectively                                         50                        49
     Additional paid-in capital                                           18,674                    17,982
     Retained earnings                                                    29,491                    28,571
----------------------------------------------------------------------------------------------------------
         Total shareholders' equity                                       48,215                    46,602
----------------------------------------------------------------------------------------------------------
              Total liabilities and
              shareholders' equity                                       $65,182                   $66,355
==========================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      -3-
<PAGE>


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



                                                                          Three Months Ended August 31,
                                                                         1997                        1996
                                                                         --------------------------------  
<S>                                                                      <C>                       <C>    
Gross revenue                                                            $31,818                   $30,944
Less:  Cost of outside services                                           10,137                     9,965
----------------------------------------------------------------------------------------------------------

Net revenue                                                               21,681                    20,979
----------------------------------------------------------------------------------------------------------

Costs and expenses:
     Payroll and benefits                                                 14,592                    14,787
     General expenses                                                      5,762                     5,888
----------------------------------------------------------------------------------------------------------

     Total costs and expenses                                             20,354                    20,675
----------------------------------------------------------------------------------------------------------

Operating income                                                           1,327                       304

Interest in loss of unconsolidated subsidiaries                              (50)                      (53)

Interest income, net                                                         264                       184
----------------------------------------------------------------------------------------------------------

Income before provision for income taxes
     and minority interest                                                 1,541                       435

Provision for income taxes                                                   645                       205

Minority interest                                                            (24)                        4
----------------------------------------------------------------------------------------------------------

Net income                                                               $   920                  $    226
==========================================================================================================

Net income per common share                                              $  0.19                  $   0.05
==========================================================================================================

Shares used in per share calculation                                       4,928                     4,920
==========================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>
<TABLE>
<CAPTION>

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


                                                                           Three Months Ended August 31,
                                                                          1997                       1996
                                                                          -------------------------------
<S>                                                                       <C>                       <C>
OPERATING ACTIVITIES
     Net income                                                           $  920                    $  226
     Adjustments to reconcile net income to
     net cash provided by operating activities:
         Depreciation and amortization                                       625                       624
         Net increase in current assets                                     (237)                   (6,486)
         Net increase (decrease) in current liabilities                   (2,105)                    3,054
         Other, net                                                         (110)                      294
----------------------------------------------------------------------------------------------------------

         NET CASH USED IN
         OPERATING ACTIVITIES                                               (907)                   (2,288)
-----------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
     Purchase of equipment, net                                             (251)                     (649)
     Investment in acquisition                                              (197)                       --
----------------------------------------------------------------------------------------------------------

         NET CASH USED IN
         INVESTING ACTIVITIES                                               (448)                     (649)
-----------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
     Proceeds from sale of stock                                              37                        58
     Repurchase of common stock                                              (80)                       --
----------------------------------------------------------------------------------------------------------

         NET CASH PROVIDED BY
         (USED IN) FINANCING ACTIVITIES                                      (43)                       58
----------------------------------------------------------------------------------------------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                 (1,398)                   (2,879)

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

CASH  AND CASH  EQUIVALENTS AT END OF PERIOD                             $23,066                   $16,133
==========================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      -5-
<PAGE>



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

August 31, 1997

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
for the fiscal year ended May 31, 1997. Reclassification of certain balances for
the fiscal  year ended May 31,  1997 have been made to conform to the August 31,
1997 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 128) was issued and is effective for the year ending
May 31,  1998.  The Company  will change its method for  computing  earnings per
share and  restate  all  periods  to  reflect  the  change  in its  consolidated
statements  of income  effective  with the issuance of the  Company's  third and
fourth quarters and annual report for 1998. The new method requires  calculation
of earnings per share excluding the dilutive effect of common stock  equivalents
such as stock options and warrants.  The impact of FAS 128 on basic earnings per
share and fully diluted earnings per share is not expected to be material.

                                      -6-
<PAGE>



                      HARDING LAWSON ASSOCIATES GROUP, INC.
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's 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
                                                                        For Three Months              Percentage
                                                                        Ended August 31,          Increase/(Decrease)
                                                                                                     Three Months
                                                                    1997             1996            1997 vs. 1996
                                                                    ----             ----            -------------
<S>                                                                 <C>              <C>               <C> 
Net revenue                                                         100%             100.0%              3.3%
Costs and expenses
     Payroll and benefits                                            67.3             70.4               1.3
     General expenses                                                26.6             28.1              (2.1)
Operating income/margin                                               6.1              1.5             336.0
Interest income, net, and interest in loss
     of unconsolidated subsidiaries                                   1.0              0.6              62.6
Income before income taxes
     and minority interest                                            7.1              2.1             254.0
Provision for income taxes                                            3.0              1.0             214.0
Net income                                                            4.1              1.1             306.8
</TABLE>

First Quarter Comparison for Fiscal Years 1998 and 1997
-------------------------------------------------------

Net revenue for the fiscal  quarter  ended August 31, 1997 totaled  $21,681,  an
increase of 3.3 percent from net revenue of $20,979 for the first quarter of the
prior fiscal year.  The increase in net revenue for the quarter ended August 31,
1997 was  primarily  due to a 13 percent  increase in public sector net revenue,
partially  offset  by a seven  percent  decline  in net  revenue  from  domestic
industrial  clients and an 18 percent decline in international net revenue.  The
increase in public sector net revenue was due to a 46 percent  increase in state
and local net revenue partially offset by a seven percent decline in federal net
revenue. Excluding international,  the increase in net revenue was due to higher
prices  for the  Company's  services  while  demand  was  essentially  unchanged
compared to the same period in the prior fiscal year.  International net revenue
for the fiscal  quarter ended August 31, 1997 was $1,314 or six percent of total
net revenue compared to $1,607 or eight percent of total net revenue in the same
quarter of the prior fiscal year.
                                      
Operating income for the first quarter of fiscal 1998 was $1,327, an increase of
336  percent  from $304 for the same  period in fiscal  1997.  Operating  margin
increased to 6.1 percent of net revenue in the current quarter compared with 1.5
percent in the first  quarter of fiscal  1997.  The Company has reduced both its
payroll and general expenses compared to the prior fiscal year. Payroll expenses
as a percent  of net  revenue  was lower due  primarily  to the  utilization  of
variable and part-time  staff.  General expenses were two percent lower than the
prior year primarily due to the lower staff levels.

Interest  income for the first  quarter of fiscal 1998 was $269 before  interest
expense of $5 compared to interest income of $194 before interest expense of $10
for the first quarter of the prior fiscal year.  Net interest  income was higher
primarily due to the Company's  increased  cash position that resulted in higher
balances of invested cash.

In fiscal 1997 the  Company  invested  in the  start-up  of a limited  liability
company, Standards Training Corporation, that specializes in ISO 14000 training.
The minority  position in this entity is accounted for using the equity  method.
The Company elected to fund the venture in the first quarter of fiscal 1998 with
an  additional  $50,000  which was expensed in the first quarter of fiscal 1998.
The Company has determined that it will make no further  investments  under this
joint venture arrangement.

The effective tax rate was 41.9 percent for the first quarter of fiscal 1998 and
was 47.2 percent in the first quarter of the prior year.  The effective tax rate
in fiscal 1998 reflects the impact of increased  domestic  earnings  relative to
the results of international operations compared to last fiscal year.

Net income for the quarter was $920  compared  with $226 in the first quarter of
1997,  an increase of 307  percent.  Earnings  per share were $0.19 on 4,928,000
weighted  average  shares  outstanding  compared to $0.05 per share on 4,920,000
weighted average shares outstanding in the same period last year.

Liquidity and Capital Resources
-------------------------------

For the three months ended August 31, 1997, net cash used in operations was $907
compared to net cash used in operations of $2,288 for the same period last year.
The decrease in cash used in operations was primarily due to a reduction in days
sales in the Company's receivables in the current fiscal year compared to a year
ago.

The Company  made  capital  expenditures  of $251 in the first  three  months of
fiscal 1998 compared to capital  expenditures  of $649 in the first three 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 made in the prior fiscal year.  The Company made a payment of $197
under the terms of an acquisition  agreement related to an acquisition completed
in fiscal 1994.

At  August  31,  1997,  the  Company  had cash on hand and cash  equivalents  of
$23,066.  The Company has a $20 million  revolving  credit line  agreement  that
expires in  October  1997.  At August  31,  1997 and 1996,  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 5.7 percent at August
31,  1997  and at May 31,  1997.  The  Company  has a  commitment  from its bank
renewing the credit agreement for a two-year period under substantially the same
terms as the current agreement.

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 for the  purpose of  funding  the  Company's
various employee stock programs.  The Company  repurchased  10,500 shares during
the quarter ended August 31, 1997 at a price of $7.63. There were no repurchases
during the first quarter of the prior fiscal year.

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 design or  construction  defects,  construction  cost overruns or
environmental or other damage in the normal course of business. The Company is a
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  maintains a $5
million  per  occurrence  professional  liability  policy and a $5  million  per
occurrence   contractor's   pollution  liability  insurance  policy  through  an
unrelated,  rated  carrier.  The  Company  also  maintains  a general  liability
insurance policy with an unrelated, rated carrier.

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
                           August 31, 1997:

                           Exhibit No. 11 Computation of Per Share Earnings

                           Exhibit No. 27 Financial Data Schedule

                  b.       Reports on Form 8-K

                           None


                                      -10-
<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:           10-9-97               /s/ Donald L. Schreuder
                                      Donald L. Schreuder
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



Date:           10-9-97               /s/ Gregory A. Thornton
                                      Gregory A. Thornton
                                      Vice President and Chief Financial Officer
                                      (Principal Accounting Officer)

                                      -11-
<PAGE>



                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                  EXHIBIT INDEX


    Exhibit No.

        11                 Computation of Per Share Earnings

        27                 Financial Data Schedule















                                      -12-