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, 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 April 7, 1997 the  registrant  had issued and  outstanding  an  aggregate  of
4,870,431 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, 1997 (Unaudited) and
   May 31, 1996................................................................3

   Condensed Consolidated Statements of Income -
   Three and Nine Months Ended February 28, 1997 and
   February 29, 1996 (Unaudited)...............................................4

   Condensed Consolidated Statements of Cash Flows -
   Nine Months Ended February 28, 1997 and
   February 29, 1996  (Unaudited)..............................................5

   Notes to Condensed Consolidated Financial Statements
   February 28, 1997 (Unaudited)...............................................6

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

PART II. OTHER INFORMATION

 Item 1.   Legal Proceedings..................................................11

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

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

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

                                      -2-
<PAGE>
                                     PART I

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

                                          February 28, 1997         May 31, 1996
--------------------------------------------------------------------------------
                                            (Unaudited)
ASSETS
Current assets:
     Cash and cash equivalents                $17,305                   $19,012
     Accounts receivable                       25,545                    24,080
     Unbilled work in progress                  8,181                     4,903
     Less allowances for receivables and
         unbilled work                         (1,720)                   (1,476)
     Prepaid expenses                           1,402                     1,304
     Deferred income taxes                      1,514                     1,474
--------------------------------------------------------------------------------
         Total current assets                  52,227                    49,297
--------------------------------------------------------------------------------
     Equipment                                 21,844                    21,021
     Less accumulated depreciation            (17,379)                  (16,677)
--------------------------------------------------------------------------------
         Net equipment                          4,465                     4,344
--------------------------------------------------------------------------------
Deposits and other assets                       5,961                     6,723
--------------------------------------------------------------------------------
         Total assets                         $62,653                   $60,364
================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                          $4,467                    $2,754
     Accrued expenses                           4,986                     5,936
     Accrued compensation                       5,126                     5,086
     Income taxes payable                         459                       ---
--------------------------------------------------------------------------------
         Total current liabilities             15,038                    13,776
Other liabilities                               1,323                     1,983
--------------------------------------------------------------------------------
         Total liabilities                     16,361                    15,759
--------------------------------------------------------------------------------
Commitments and Contingencies
Minority interest in subsidiaries                 309                       248
--------------------------------------------------------------------------------
Shareholders' equity:
     Preferred stock--$.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--4,911,131
         and 4,845,207 at February 28,1997
         and May 31, 1996, respectively            49                        48
     Additional paid-in capital                18,329                    18,142
     Retained earnings                         27,605                    26,167
--------------------------------------------------------------------------------
         Total shareholders' equity            45,983                    44,357
--------------------------------------------------------------------------------
              Total liabilities and
              shareholders' equity            $62,653                   $60,364
================================================================================
   The accompanying notes are an integral part of these financial statements.
                                      -3-
<PAGE>


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


                                  Three Months Ended         Nine Months Ended
                                 Feb. 28,     Feb. 29,     Feb. 28,     Feb. 29,
                                   1997         1996         1997         1996
--------------------------------------------------------------------------------

Gross revenue                    $28,364      $27,091      $91,594      $94,393
Less:  Cost of outside services    8,844        6,854       29,813       28,747
--------------------------------------------------------------------------------

Net revenue                        9,520       20,237       61,781       65,646
--------------------------------------------------------------------------------

Costs and expenses:
     Payroll and benefits         13,102       14,150       42,109       44,504
     General expenses              5,605        6,250       17,325       18,574
--------------------------------------------------------------------------------

     Total costs and expenses     18,707       20,400       59,434       63,078
--------------------------------------------------------------------------------

Operating income (loss)              813         (163)       2,347        2,568
Interest in loss of unconsoli-
     dated subsidiaries             (180)          --         (290)          --
Interest income, net                 183          248          524          618
--------------------------------------------------------------------------------

Income before provision for income
     taxes and minority interest     816           85        2,581        3,186

Provision for income taxes           370           34        1,133        1,257

Minority interest                    (16)         (28)          10          (44)
--------------------------------------------------------------------------------

Net income                         $ 462     $     79       $1,438      $ 1,973
================================================================================

Net income per common  share      $  .09     $    .02       $  .29      $   .41
================================================================================

Shares used in per share
    calculation                    4,974        4,866        4,963        4,847
================================================================================
   The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>


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


                                                      Nine Months Ended
                                               February 28,         February 29,
                                                   1997                 1996
--------------------------------------------------------------------------------

OPERATING ACTIVITIES
  Net income                                      $1,438               $1,973
  Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation and amortization                  1,920                1,877
    Net (increase) decrease in current assets     (4,626)               6,209
    Net increase (decrease) in current
    liabilities                                    1,974               (4,196)
    Other increase (decrease)                        (66)                 272
--------------------------------------------------------------------------------

    NET CASH PROVIDED BY
    OPERATING ACTIVITIES                             640                6,135
--------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Net purchase of equipment                       (1,804)              (1,387)
--------------------------------------------------------------------------------

     NET CASH USED IN
     INVESTING ACTIVITIES                         (1,804)              (1,387)
--------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Proceeds from sale of common stock                  95                  ---
  Repurchase of common stock                        (577)                 ---
  Principal payments on capital lease obligations    (61)                 ---
--------------------------------------------------------------------------------

     NET CASH USED IN
     FINANCING ACTIVITIES                           (543)                 ---
--------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                              (1,707)               4,748

  Cash and cash equivalents
  at beginning of period                          19,012               12,648
--------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                                 $17,305              $17,396
================================================================================
   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)

February 28, 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
dated May 31,  1996.  Reclassification  of certain  balances for the fiscal year
ended  May 31,  1996  have  been  made  to  conform  to the  February  28,  1997
presentation.

NOTE 2:  COMMITMENTS AND CONTINGENCIES

On May 19,  1995,  the  Company  filed a lawsuit in Texas  State  Court,  Harris
County,  Texas,  entitled  Harding  Lawson  Associates,  Inc.,  a  wholly  owned
subsidiary of Harding Associates,  Inc. vs., Bailey Site Settlors Committee,  an
unincorporated association,  seeking collection of approximately $1.0 million in
fees billed for engineering services performed.  On June 21, 1995, lawsuits were
filed against the Company in Federal District Court,  Jefferson  County,  Texas,
and in Texas State Court,  Orange County,  Texas,  entitled Bailey Site Settlors
Committee vs. Harding Lawson  Associates.  The suits sought monetary  damages in
the amount of $7.9 million for alleged  breach of contract and negligence in the
performance of certain engineering services.  During the third quarter of fiscal
1997,  the  Company  settled  both its suit  against  the Bailey  Site  Settlors
Committee and the lawsuits filed by the Bailey Site Settlors  Committee  against
the Company.  The  settlement  was  completed  within the quarter and was within
management's expectations.

The Company is currently subject to certain other 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.



                                      -6-
<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 costs controls and reductions,  the expected
resolution  of delays in billing of certain  projects,  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.

                              Percentage of Net Revenue            Percentage
                          Three Mos Ended   Nine Mos Ended   Increase/(Decrease)
                            February 28,     February 28,        February 28,
                                                              Three Mos Nine Mos
                                                                1997      1997  
                           1997    1996     1997     1996      vs 1996   vs 1996
                           ----    ----     ----     ----      -------   -------

Net revenue               100.0%   100.0%   100.0%   100.0%     (3.5)%    (5.9)%
Costs and expenses
  Payroll and benefits     67.1     69.9     68.2     67.8      (7.4)     (5.4)
  General expenses         28.7     30.9     28.0     28.3     (10.3)     (6.7)
Operating income/margin     4.2      (.8)     3.8      3.9        *       (8.6)
Interest in loss of uncon-
  solidated subsidiaries    (.9)      --      (.4)      --       N/A       N/A
Interest income (net)        .9      1.2       .8       .9     (26.2)    (15.2)
Income before income taxes
  and minority interest     4.2       .4      4.2      4.8        *      (19.0)
Provision for income taxes
  and minority interest     1.8       --      1.9      1.8        *       (5.7)
Net income                  2.4       .4      2.3      3.0      484.8    (27.1)

*    Not meaningful
                                      -7-

<PAGE>

Third Quarter Comparison for Fiscal Years 1997 and 1996
-------------------------------------------------------

Net revenue for the fiscal  quarter ended February 28, 1997 totaled  $19,520,  a
decrease of 3.5 percent from net revenue of $20,237 for the third quarter of the
prior fiscal year. The decline in net revenue for the quarter ended February 28,
1997 was  primarily  due to an 18 percent  decline in net revenue  from  federal
contracts  and an 8 percent  decline in net  revenue  from  domestic  industrial
sector  clients,  partially  offset by a 67 percent  increase in state and local
revenue.  The increased sales to state and local agencies  reflected an improved
market for the Company's  infrastructure unit, and the award of a waste disposal
citing project for the State of North Carolina.  Sales of services to all public
sector clients  increased by approximately 5 percent from the same period in the
prior year due to the  increase  in state and local  revenues  as stated  above.
Overall,  net revenue from public  sector  clients  accounted  for 46 percent of
total net revenue  compared to 43 percent in the prior year. The decrease in net
revenue reflected both lower demand for the Company's  services and lower prices
compared to the same period in the prior fiscal year.  International net revenue
for the fiscal  quarter  ended  February 28, 1997 was $1,323,  an increase of 15
percent from net revenue of $1,148 in the same quarter of the prior fiscal year.

A  significant  portion of the  services  provided  by the Company to its public
sector clients are performed under a relatively small number of larger contracts
compared to private sector  contracts.  The Company has been awarded certain new
or rebid contracts that could  potentially  offset revenue which has and will be
lost under nearly completed  contracts.  However, if the Company is unsuccessful
in realizing the full potential of these contracts or winning new contracts,  or
if  funding  delays  are  experienced  on these or  previously  awarded  federal
contracts,  a material  decline in revenue  could  result.  Further,  management
believes  that the  outlook  for the  industrial  sector is  uncertain  and will
continue to be strongly  influenced  by general  economic  conditions  and, to a
lesser extent, any congressional action on pending environmental regulations.

Operating  income  amounted to $813, an increase of $976 from a loss of $163 for
the same period in fiscal 1996. Operating margin increased to 4.2 percent of net
revenue in the current  quarter  compared  to an 0.8  percent  loss in the third
quarter of fiscal 1996.  The increase in operating  income and margin was due to
lower labor costs and general  expenses.  Labor costs were lower compared to the
prior year due to staff  reductions of  approximately  120  employees  since the
third quarter of fiscal 1996.  General  expenses in fiscal 1996  included  costs
associated  with the relocation of a principal  operating unit to less expensive
space.  In addition,  general  expenses were lower  overall due to  management's
continuing  efforts to better align the Company's  cost  structure  with current
revenue levels.

Net interest  income for the third quarter  ended  February 28, 1997 was $183, a
decrease of $65 or 26 percent from the same quarter in the  previous  year.  Net
interest  income was lower due to  interest  expense  on  capital  leases in our
Australian subsidiary, lower amounts of invested cash and, to a lesser extent, a
reduction in effective interest rates on that cash.

At the end of the prior fiscal year,  the Company  invested in the start-up of a
limited liability  company,  Integrated  Software Systems,  which specializes in
software for the mining industry.  In addition,  the Company has invested in the
start-up of another limited liability company,  Standards Training  Corporation,
which focuses on ISO 14000  training.  The Company's  minority  position in both
entities  is  accounted  for using the  equity  method.  A portion  of the third
quarter  loss  for  these  investments  was  attributed  to  an  $80  write-down
reflecting an impairment of the investment in the software company.
<PAGE>
The effective tax rate was 45.4 percent for the third quarter of fiscal 1997 and
was 40.0 percent in the third quarter of the prior year.  The effective tax rate
in fiscal  1997  reflects  the  impact of losses  from the  start-up  of certain
international operations for which no tax benefit has been realized.

Net income for the quarter was $462  compared  with $79 in the third  quarter of
fiscal  1996,  an increase of 484.8  percent.  Earnings  per share were $0.09 on
4,974,000  weighted  average shares  outstanding  compared to $0.02 per share on
4,866,000 weighted average shares outstanding in the same period last year.

Nine Month Comparison for Fiscal Years 1997 and 1996
----------------------------------------------------

Net revenue for the nine months ended  February  28, 1997  amounted to $61,781 a
decrease  of 5.9 percent  from net revenue of $65,646 for the nine months  ended
February 29, 1996.  The decrease in net revenue was due  primarily to 25 percent
lower federal agency work and a 4 percent decline in domestic  industrial  sales
compared to the nine months ended February 29, 1996,  partially offset by higher
state and local, and international sales.  Domestically the Company continued to
experience  lower  demand  for its  services  with  prices  for  those  services
remaining essentially unchanged from the prior year.

Operating  income  amounted to $2,347 a decrease of 8.6 percent  from  operating
income of $2,568  for the first nine  months of the prior  year.  The  operating
margin  decreased  to 3.8 percent  from 3.9 percent a year ago as the  Company's
continued efforts to lower its operating expenses were offset by lower revenues.

Net  interest  income for the nine months  ended  February  28, 1997 was $524, a
decrease of 15 percent from net interest income of $618 for the third quarter of
the prior fiscal year.  The  decrease was due  primarily to interest  expense on
capital leases in our Australian  operations and, to a lesser extent,  a decline
in interest rates.

The  effective  tax rate for the nine months  ended  February  28, 1997 was 43.9
percent and for the nine months ended  February 29, 1996 was 39.5  percent.  The
effective  tax rate in fiscal  1997  reflects  the  impact  of  losses  from the
start-up of certain  international  operations for which no tax benefit has been
realized.

Net income for the nine  months was  $1,438,  down from net income of $1,973 for
the nine month period in the prior year, a decrease of 27 percent.  Earnings per
share were $0.29 on 4,963,000  weighted average shares  outstanding  compared to
$0.41 on 4,847,000  weighted average shares  outstanding in the first nine month
period of the prior year.

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

For the nine months ended February 28, 1997, net cash provided by operations was
$640  compared to net cash  provided by operations of $6,135 for the same period
last year.  The decrease in cash provided by operations  was primarily due to an
increase in the Company's receivables,  and to a lesser extent the settlement of
a legal claim,  partially offset by an increase in trade payables in the current
fiscal year.  The increase in trade  receivables  was primarily due to delays in
billing certain  remedial  construction  projects in the third quarter of fiscal
1997. Such delays are expected to be resolved in the Company's fourth quarter.
<PAGE>
The  Company  made  capital  expenditures  of $1,804 in the first nine months of
fiscal 1997 compared to capital  expenditures of $1,387 in the first nine months
of the prior year. Capital  expenditures for the current fiscal year,  excluding
acquisitions,  were higher than the same period in fiscal 1996 due  primarily to
upgrading of computer and network equipment in many of the Company's offices.

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 or 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  contractors  pollution insurance policy through an unrelated,  rated
carrier. The Company also maintains a general liability insurance policy with an
unrelated, rated carrier.

At February  28,  1997,  the Company  had cash on hand and cash  equivalents  of
$17,305. The Company has a $20 million line of credit agreement which expires in
October  1997.  At  February  28, 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 5.4 percent at February 28,
1997, and at 5.4 percent at May 31, 1996. The Company is in compliance  with all
covenants pertaining to the credit line 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 from time to time for the purpose of funding
the Company's  various  employee  stock  programs.  The Company has  repurchased
83,500  shares for $577 in the first three  quarters of the current  fiscal year
under this  program.  No  repurchases  were made in the same period of the prior
fiscal 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 1.  LEGAL PROCEEDINGS

                  On February  15, 1997,  the Company  entered into a settlement
                  agreement with the Bailey Site Settlors  Committee  related to
                  lawsuits  entitled Harding Lawson  Associates,  Inc., a wholly
                  owned subsidiary of Harding [Lawson] Associates [Group],  Inc.
                  vs.,  Bailey Site Settlors  Committee and Bailey Site Settlors
                  Committee vs. Harding Lawson Associates, which were originally
                  reported in the 1995 Annual Report on Form 10-K filed with the
                  Securities  and Exchange  Commission  on August 25, 1995.  The
                  settlement  of these  claims did not have an impact on results
                  of  operations   in  the  current   quarter  due  to  reserves
                  previously recorded.

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, 1997:

                           Exhibit No. 11            Computation of Per Share
                                                     Earnings

                           Exhibit No. 27            Financial Data Schedule

                  b.       Reports on Form 8-K

                           None


                                      -11-
<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 10,1997                       /s/ Donald L. Schreuder
                                           -----------------------
                                           Donald L. Schreuder
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)



Date:  April 10, 1997                      /s/ Gregory A. Thornton
                                           -----------------------
                                           Gregory A. Thornton
                                           Vice President and Chief Financial
                                           Officer
                                           (Principal Accounting Officer)
















                                      -12-
<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                  EXHIBIT INDEX


    Exhibit No.

        11                 Computation of Per Share Earnings

        27                 Financial Data Schedule
















                                      -13-