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, 1999 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                                (IRS 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 5, 1999 the  registrant  had issued and  outstanding  an  aggregate  of
4,918,122 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, 1999 (Unaudited) and
           May 31, 1998.......................................................3

           Condensed Consolidated Statements of Income -
           Three and Nine Months Ended February 28, 1999 and
           February 28, 1998 (Unaudited)......................................4

           Condensed Consolidated Statements of Cash Flows -
           Nine Months Ended February 28, 1999 and
           February 28, 1998  (Unaudited).....................................5

           Notes to Condensed Consolidated Financial Statements
           February 28, 1999 (Unaudited)......................................6

   Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations..........................................8

PART II. OTHER INFORMATION

   Item 6. Exhibits and Reports on Form 8-K..................................13

SIGNATURES  .................................................................14

EXHIBIT INDEX ...............................................................15


<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, 1999            May 31, 1998   
----------------------------------------------------------------------------------------------------------------
                                                                       (Unaudited)
<S>                                                                      <C>                       <C> 
ASSETS
Current assets:
     Cash and cash equivalents                                           $12,560                   $15,118
     Accounts receivable                                                  33,619                    28,976
     Unbilled work in progress                                            13,205                    13,863
     Less allowances for receivables and unbilled work                    (2,332)                   (1,836)
     Prepaid expenses                                                        944                     1,196
     Deferred income taxes                                                 2,966                     2,708      
----------------------------------------------------------------------------------------------------------------
         Total current assets                                             60,962                    60,025      
----------------------------------------------------------------------------------------------------------------
     Equipment                                                            26,973                    24,892
     Less accumulated depreciation                                       (21,289)                  (19,571)     
----------------------------------------------------------------------------------------------------------------
         Net equipment                                                     5,684                     5,321      
----------------------------------------------------------------------------------------------------------------
Deposits and other assets                                                 11,476                    11,272      
----------------------------------------------------------------------------------------------------------------
         Total assets                                                    $78,122                   $76,618      
================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                     $7,779                    $6,381
     Accrued expenses                                                      6,094                     5,350
     Accrued compensation                                                  7,137                     7,794
     Billings in excess of costs and estimated
         earnings on uncompleted contracts                                 5,164                     5,352
     Income taxes payable                                                    620                       468      
----------------------------------------------------------------------------------------------------------------
         Total current liabilities                                        26,794                    25,345
Other liabilities                                                            994                     1,084      
----------------------------------------------------------------------------------------------------------------
         Total liabilities                                                27,788                    26,429      
----------------------------------------------------------------------------------------------------------------
Commitments and Contingencies
Minority interest in subsidiaries                                            380                       401      
----------------------------------------------------------------------------------------------------------------
Shareholders' equity:
     Preferred stock--$.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--4,883,122
         and 5,009,018 at February 28,1999
         and May 31, 1998, respectively                                       49                        50
     Additional paid-in capital                                           17,542                    18,891
     Retained earnings                                                    32,625                    31,059
     Foreign currency translation adjustment                                (262)                     (212)     
----------------------------------------------------------------------------------------------------------------
         Total shareholders' equity                                       49,954                    49,788      
----------------------------------------------------------------------------------------------------------------
              Total liabilities and shareholder's equity                 $78,122                   $76,618      
================================================================================================================

                  The accompanying notes are an integral part of these financial statements.

</TABLE>
<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,
                                               1999             1998              1999             1998         
----------------------------------------------------------------------------------------------------------------

<S>                                         <C>               <C>               <C>              <C>      
Gross revenue                               $  41,326         $  28,040         $121,466         $  93,486
Less:  Cost of outside services                15,031             8,959           40,693            31,444      
----------------------------------------------------------------------------------------------------------------

Net revenue                                    26,295            19,081           80,773            62,042      
----------------------------------------------------------------------------------------------------------------

Costs and expenses:
     Payroll and benefits                      18,148            13,250           55,771            41,759
     General expenses                           7,594             5,629           22,683            17,489      
----------------------------------------------------------------------------------------------------------------

     Total costs and expenses                  25,742            18,879           78,454            59,248      
----------------------------------------------------------------------------------------------------------------

Operating income                                  553               202            2,319             2,794
Interest in loss of unconsolidated
     subsidiaries                                  --                --               --               (50)
Interest income, net                              130               277              349               784      
----------------------------------------------------------------------------------------------------------------

Income before provision for income taxes
     and minority interest                        683               479            2,668             3,528

Provision for income taxes                        287               168            1,123             1,450

Minority interest                                 (18)               57              (21)               13      
----------------------------------------------------------------------------------------------------------------

Net income                                  $     414         $     254         $  1,566         $   2,065      
================================================================================================================

Basic net income per share                  $    0.09         $    0.05         $   0.32         $    0.41      
================================================================================================================

Shares used in computing basic net
     income per share                           4,815             4,986            4,844             5,016      
================================================================================================================

Diluted net income per share                $    0.09         $    0.05         $   0.32         $    0.41      
================================================================================================================

Shares used in computing diluted net
     income per share                           4,830             5,142            4,890             5,097      
================================================================================================================

                  The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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


                                                                          Nine Months Ended February 28,
                                                                          1999                       1998       

<S>                                                                       <C>                       <C>  
OPERATING ACTIVITIES
     Net income                                                           $1,566                    $2,065
     Adjustments  to reconcile  net income to net cash  provided by in operating
     activities:
         Depreciation and amortization                                     2,426                     1,899
         Net (increase)/decrease in current assets                        (2,633)                    3,738
         Net increase/(decrease) in current liabilities                    1,185                    (3,135)
         Other (decrease)                                                   (150)                     (249)     
----------------------------------------------------------------------------------------------------------------

         NET CASH PROVIDED BY
         OPERATING ACTIVITIES                                              2,394                     4,318      
----------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
     Purchase of equipment, net                                           (1,460)                   (1,738)
     Investment in acquisition                                            (1,020)                       --      
----------------------------------------------------------------------------------------------------------------

         NET CASH USED IN
         INVESTING ACTIVITIES                                             (2,480)                   (1,738)     
----------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
     Proceeds from sale of common stock                                      280                       348
     Repurchase of common stock                                           (2,702)                     (405)     
----------------------------------------------------------------------------------------------------------------

         NET CASH USED IN
         FINANCING ACTIVITIES                                             (2,422)                      (57)     
----------------------------------------------------------------------------------------------------------------

Effect of foreign currency translation                                       (50)                     (123)     
----------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                                      (2,558)                    2,400

     Cash and cash equivalents
     at beginning of period                                               15,118                    24,464      
----------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                                                         $12,560                   $26,864      
================================================================================================================

                  The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>








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

February 28, 1999

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,  1998.  Reclassification  of certain  balances for the fiscal year
ended  May 31,  1998  have  been  made  to  conform  to the  February  28,  1999
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 June 1997,  the  Statement of Financial  Accounting  Standards No. 131 ("SFAS
131"),  "Disclosures  about Segments of an Enterprise and Related  Information",
was issued and is  effective  for the year ending May 31, 1999.  This  Statement
establishes  standards for reporting  information  about  operating  segments in
annual and interim financial statements.  The Company is currently assessing the
impact of SFAS 131 on its financial reporting.

In June 1997,  the  Statement of Financial  Accounting  Standards No. 130 ("SFAS
130"), "Reporting  Comprehensive Income", was issued and is effective for fiscal
year 1999. SFAS 130 establishes rules for the reporting of comprehensive  income
and its components in financial statements. At present, comprehensive income for
the Company includes net income and translation adjustments on foreign currency.

Comprehensive income for the nine months ending February 28 is as follows:

                                                Nine months ending February 28,
                                                    1999              1998      

Net income                                         $1,566            $2,065
Foreign currency translation adjustment               (50)             (123)
                                                   ------            ------

Comprehensive income                               $1,516            $1,942
                                                   ======            ======



<PAGE>


NOTE 4:  ACQUISITIONS

On May 8, 1998, the Company acquired all outstanding shares of ABB Environmental
Services, Inc., a consulting and engineering firm, from ABB Services, Inc. Total
consideration of $12 million,  excluding transaction costs, was paid entirely in
cash.  The   acquisition  was  accounted  for  using  the  purchase  method  and
accordingly,  the purchase  price was  allocated  to the assets and  liabilities
acquired based upon their fair market value. The excess of purchase price of the
acquisition  over the fair market value of the net assets  acquired was recorded
as goodwill.  The goodwill  will be amortized on a  straight-line  basis over 20
years.

The following table presents  summarized  unaudited pro forma operating  results
assuming the Company had acquired ABB Environmental Services, Inc. ("ABB ES") on
June 1, 1997 (in thousands except per share data):


                                        Three months ended     Nine months ended
                                         February 28, 1998     February 28, 1998

Net revenue                                   $  27,554           $  89,229
Income before income taxes                          828               5,621
Net income                                          460               3,300

Basic net income per share                    $    0.09           $    0.66
Shares used in computing basic
   net income per share                           4,986               5,016
Diluted net income per share                  $    0.09           $    0.65
Shares used in computing diluted
   net income per share                           5,142               5,097

On December  18,  1998,  the Company  acquired  Regional  Engineers,  Planners &
Surveyors,  Inc., ("REPS") located in Florida.  Total  consideration,  excluding
transaction  costs,  was $1.2  million in cash and shares of common stock of the
Company.  The  acquisition  was  accounted  for using the  purchase  method  and
accordingly,  the purchase  price was  allocated  to the assets and  liabilities
acquired based upon their fair market value. The excess of purchase price of the
acquisition  over the fair market value of the net assets  acquired was recorded
as goodwill. Goodwill of $697 will be amortized on a straight-line basis over 15
years.  The  results  of REPS'  operations  from the  date of  acquisition  were
included in the Company's consolidated financial statements. Had the acquisition
taken place on June 1, 1998,  the Company's  1999 results of operations  for the
nine months ended February 28, 1999 would not have been materially different.


<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,  the  possibility of the
Company  making  acquisitions  during the next 12 to 18 months and the impact of
becoming Year 2000 compliant.  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
                                    1999         1998         1999        1998      1999 vs 1998      1999 vs 1998
                                    ----         ----         ----        ----      ------------      ------------

<S>                                <C>          <C>          <C>         <C>           <C>               <C>  
Net revenue                        100.0%       100.0%       100.0%      100.0%         37.8%             30.2%
Costs and expenses
     Payroll and benefits           69.0         69.4         69.0        67.3          37.0              33.6
General expenses                    28.9         29.5         28.1        28.2          34.9              29.7
Operating income/margin              2.1          1.1          2.9         4.5         173.8             (17.0)
Interest income, net and
     interest in loss of uncon-
     solidated subsidiaries          0.5          1.5          0.4         1.2         (53.1)            (52.5)
Income before income taxes
     and minority interest           2.6          2.5          3.3         5.7          42.4             (24.4)
Provision for income taxes
     and minority interest           1.0          1.2          1.4          2.4         19.3             (24.7)
Net income                           1.6          1.3          1.9          3.3         63.0             (24.2)

</TABLE>
<PAGE>


Third Quarter Comparison for Fiscal Years 1999 and 1998

Net revenue for the fiscal quarter ended February 28, 1999 totaled  $26,295,  an
increase of 37.8% from net revenue of $19,081 for the third quarter of the prior
fiscal  year.  The  increase in net revenue was  primarily  attributable  to the
acquisition  of ABB ES.  Net  revenue  would have been 4.6% lower than the third
quarter  of the prior year had the  acquisition  of ABB ES  occurred  on June 1,
1997.  The decline in net  revenue for ABB ES for the period was 25.2%  compared
with the prior year due primarily to the wind down of a large federal project.

Excluding the acquisition, net revenue was 2.3% higher than the same period last
year.  This was  primarily  due to a 4.1%  increase  in  revenue  from  domestic
industrial contracts,  offset by a 0.6% decline from public sector contracts and
a 28.0%  decline in net revenue from  international  operations.  The decline in
public  sector net revenue was due to a 19.8%  decrease in revenue  from federal
contracts, offset by a 24.3% increase in revenue from state and local contracts.
Net  revenue  increased  in the  third  quarter  due to  higher  demand  for the
Company's services, partially offset by lower prices compared to the same period
in the prior year.

For the Company, net revenue from public sector contracts accounted for 41.8% of
total net revenue compared to 37.7% in the prior year. Net revenue from domestic
industrial clients accounted for 54.7% of total net revenue compared to 55.7% in
the prior year. Net revenue from international operations for the fiscal quarter
ended February 28, 1999 was $911 or 3.5% of total net revenue compared to $1,266
or 6.6% of total net revenue 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 clients.  Similar to situations that have occurred in
the past few years,  some of these public sector contracts will be substantially
completed  during  fiscal 1999 and 2000.  The Company has been  awarded  certain
contracts that  potentially  could offset revenue that 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 previously awarded federal  contracts,  a material decline in
revenue could result.

Operating  income was $553 in the third  quarter of fiscal 1999,  an increase of
173.8% from $202 for the same period in fiscal 1998.  Operating margin increased
to 2.1% of net  revenue in the  current  quarter  compared  to 1.1% in the third
quarter  of fiscal  1998.  The  increase  in  operating  income  and  margin was
primarily due to the higher net revenue  discussed  above,  partially  offset by
higher payroll costs and general expenses.  Excluding the operating results from
the ABB ES acquisition,  operating  income would have decreased by $595 from the
prior year  resulting  in a negative  margin of 2.0%.  The decrease in operating
income resulted from both higher payroll costs and indirect expenses. The higher
indirect  expenses were primarily due to the write-down of excess premise leases
and, to a lesser extent, external consulting and bad debt expenses.

Net  interest  income for the third  quarter  ended  February  28, 1999 was $130
compared to $277 in the third quarter of the prior year, a decrease of 53.1% due
primarily to a $13.3  million  decrease in the average cash balance  compared to
the third  quarter of last year.  The decrease in cash was due primarily to cash
utilized in the  acquisition  of ABB ES and REPS and to the  repurchase  of more
common stock by the Company than in the prior year.

The  effective  tax rate was 42.0% for the third  quarter of fiscal 1999 and was
35.1% in the third  quarter of fiscal 1998.  The increase in the  effective  tax
rate was  attributable to the fact that the prior year's quarter  benefited from
the  recognition of tax losses from the  international  operations for which the
tax benefits had not previously been recorded.

Net income for the quarter was $414  compared  with $254 in the third quarter of
fiscal 1998, an increase of 63%. Basic and diluted earnings per share were $0.09
on 4,815 and 4,830 weighted average shares outstanding,  respectively,  compared
to $0.05  per  share on 4,986 and 5,142  weighted  average  shares  outstanding,
respectively, in the same period last year. The decrease in the weighted average
diluted  shares  outstanding  was primarily due to the decrease in the price per
share  of  the  Company's  common  stock,  resulting  in  a  decrease  in  share
equivalents used in the per share calculation.

Nine Month Comparison for Fiscal Years 1999 and 1998

Net revenue for the nine months ended February 28, 1999 was $80,773, an increase
of 30.2%  from net  revenue  for the nine  months  ended  February  28,  1998 of
$62,042. The increase in net revenue was due primarily to the acquisition of ABB
ES. Net revenue  would have been 9.5% lower than net revenue for the nine months
of the prior year had the ABB ES acquisition occurred on June 1, 1997.

Excluding  the  acquisition,  net revenue was 4.2% lower than the same period in
the prior year. Net revenue from the public sector and international  operations
declined by 14.1% and 32.0%, respectively,  which was partially offset by a 3.4%
increase in net revenue from domestic  industrial  sector  clients.  Net revenue
increased  in the first nine months of fiscal 1999 due to higher  demand for the
Company's services, partially offset by lower prices compared to the same period
in the prior year.

Operating income was $2,319, a decrease of 17.0% from operating income of $2,794
for the nine months ended February 28, 1998. The operating  margin  decreased to
2.9% from 4.5% a year  ago.  The lower  operating  income  and  margin  were due
primarily to higher  payroll costs and indirect  expenses.  The higher  indirect
expenses resulted charges associated with a severance agreement  negotiated with
the  Company's  former  Chief  Executive  Officer  and the  related  search  and
recruitment  costs for a successor,  and charges  related to the  write-down  of
excess premise leases.

Net  interest  income for the nine months  ended  February  28, 1999 was $349, a
decrease  of 55.5% from net  interest  income of $784 for the same period of the
prior fiscal year. The decrease was primarily due to a $12.8 million decrease in
the average cash balance compared to the prior year.

The effective tax rate for the nine months ended February 28, 1999 was 42.1% and
for the nine months ended February 28, 1998 was 41.1%.

Net income for the nine months was  $1,566,  a decrease of 24.2% from net income
of  $2,065  for the nine  month  period  in the prior  year.  Basic and  diluted
earnings  per  share  were  $0.32 on 4,844  and 4,890  weighted  average  shares
outstanding, respectively, compared to $0.41 on 5,016 and 5,097 weighted average
shares  outstanding,  respectively,  in the first nine month period of the prior
year. The decrease in weighted average diluted shares  outstanding was primarily
due to the  decrease  in the  price  per share of the  Company's  common  stock,
resulting in a decrease in share equivalents used in the per share calculation.

Liquidity and Capital Resources

For the nine months ended February 28, 1999, net cash provided by operations was
$2,394  compared  to $4,318 for the first  nine  months of the prior  year.  The
decrease in cash provided by operations was primarily due to an increase in days
sales  outstanding  in the  Company's  receivables  in the  current  fiscal year
compared to the prior fiscal year.

The Company made net capital  expenditures of $1,460 in the first nine months of
fiscal 1999  compared to net  capital  expenditures  of $1,738 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,  in December 1998,
expended $1 million in cash in the acquisition of REPS.

On March 7, 1996 the Board of Directors  of the Company  approved a Common Stock
Repurchase  Program ("1996  Program") that authorized 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
310,000  shares  during the first nine months of fiscal 1999 at an average price
of $8.72  compared to 46,300  shares  repurchased  at an average  price of $8.75
during the first nine months of fiscal 1998. There are 4,500 shares which remain
available to be repurchased  under the 1996 Program.  On September 25, 1998, the
Board  authorized  management to  repurchase up to 500,000  shares over the next
four years.

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.  Currently,  the Company is
provided a $10  million  per  occurrence,  $15  million  aggregate  contractor's
operations  and  professional  services  insurance  policy through an unrelated,
rated carrier.  The Company also maintains a general liability  insurance policy
with an unrelated, rated carrier.

At  February  28,  1999 the  Company  had cash on hand and cash  equivalents  of
$12,560.  The Company has a $20 million  revolving  credit line  agreement  that
expires in  November  2000.  At February  28, 1999 and 1998,  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
5.0% at February 28, 1999 and 5.7% at May 31, 1998. The Company is in compliance
with all covenants pertaining to the credit line agreement.

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.

Year 2000 Compliance

Overview

Computer  systems and software have  historically  been coded to accept only two
digit  entries  for the year.  Consequently,  on January 1, 2000,  as well as on
other  significant  dates,  errors  may  occur.  If  computers  cannot  properly
distinguish  between the years 1900 and 2000,  computers may shutdown or perform
incorrect calculations.

Scope & Status

The Company has taken  seriously the potential  risks of the Year 2000 issue and
has  devoted  resources  company-wide  to address the issue.  In late 1997,  the
Company  established a Year 2000 Project Team ("Project Team"). The Project Team
was established to address the following key components related to the Year 2000
issue:

o  Information  applications,  including the Company's  project  management  and
   accounting systems o Computer hardware,  software, operating systems and net-
   work infrastructure including telecommunications systems
o  Facility and administrative systems
o  Digital systems and devices with embedded processors installed on client
   projects
o  Major suppliers and customers' systems

During the second quarter of fiscal 1999,  the Company  completed the upgrade of
its major  information  technology  system (a project  management and accounting
system).  This version of the third party  business  application is warranted as
Year 2000  compliant.  The Company will perform  specific  Year 2000  compliance
testing  of this  system in the first  quarter  of its next  fiscal  year  which
commences on June 1, 1999.

The Company is  conducting  an  inventory  and  assessment  of its  hardware and
software for Year 2000  compliance.  It expects to complete  this  inventory and
assessment  by May 31,  1999.  Other  network  and  infrastructure  upgrades  of
equipment  and software are  scheduled  as part of normal  business  operations.
Facility and administrative systems that support the Company (such as telephone,
security  systems,  etc.) are also being  assessed for Year 2000  compliance and
required  upgrades to such  hardware  and  software  are being  prioritized  for
resolution.  The  assessment  and  remediation  of the  Company's  facility  and
administrative  systems is scheduled to be completed prior to December 31, 1999.
The Company considers risks in these areas to be minimal. Contingency plans will
be developed if the Company determines that compliance is not likely to occur.

The Company has undertaken an analysis of its vendors and suppliers to determine
potential  areas of risk  with  regard to their  failure  to  achieve  Year 2000
compliance. Written requests have been sent to appropriate vendors and suppliers
to determine  their Year 2000  readiness.  Evaluation  of the responses to those
requests will determine future verification procedures. The Company is currently
inventorying and contacting  vendors of software and equipment such vendors have
supplied under contracts or relationships  with its clients.  Contingency  plans
will also be developed as appropriate to address any potential problems that may
be identified.

Costs

The costs  associated  with  Year 2000  compliance  have not been  material  and
generally fall within normally anticipated  operating and capital spending.  The
Company  currently  estimates the costs of becoming Year 2000 compliant will not
be material to the financial position of the Company.  Although the Company does
not currently  anticipate the costs of Year 2000  compliance to be material,  it
cannot ensure Year 2000 compliance by third parties.

Risks

The upgrade of the Company's project management and accounting systems to a Year
2000  compliant  version  mitigates the risk that the Company would be unable to
maintain  accurate  client  records and billings.  Technical  infrastructure  at
client sites could cause potential  interruption  in services  provided by those
clients.  The Company's efforts to evaluate and remediate software and equipment
supplied to its clients will mitigate such potential service interruptions.

The Company  cannot  predict  with  accuracy the extent to which its vendors and
clients will become compliant.  The resulting effects on the Company's financial
position could be adversely  affected if major vendors or clients do not operate
into and beyond the change in the  millennium.  The  Company  believes  that the
completion of its Year 2000 Project as scheduled will  significantly  reduce the
possibility  of significant  interruptions  to its normal  business  operations;
however, no assurances can be given.



<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, 1999:

           Exhibit No. 10.12         Employment Agreement, dated
                                     March 19, 1999, for Robert L. Costello, Jr.

           Exhibit No. 10.13         Executive Retention Agreement, dated
                                     February 17, 1999, for Claude Corvino

           Exhibit No. 10.14         Executive Retention Agreement, dated
                                     February 17, 1999, for Arthur C. Riese

           Exhibit No. 10.15         Executive Retention Agreement, dated
                                     February 17, 1999, for Gregory A. Thornton

           Exhibit No. 11            Computation of Per Share Earnings

           Exhibit No. 27            Financial Data Schedule

  b.       Reports on Form 8-K

           Subsequent to the fiscal  quarter ended  February 28,
           1999, the Company filed a Current Report on Form 8-K,
           dated March 26, 1999, describing changes in executive
           officers of the Company.



<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 8, 1999                  /s/  Gregory A. Thornton                  
                                     -------------------------------------------
                                     Gregory A. Thornton
                                     Vice President and Chief Financial Officer
                                    (Principal Executive and Accounting Officer)


<PAGE>


                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                  EXHIBIT INDEX


Exhibit No.

  10.12   Employment Agreement dated March 19, 1999 for Robert L. Costello, Jr.

  10.13   Executive Retention Agreement dated February 17, 1999 for
          Claude Corvino

  10.14   Executive Retention Agreement dated February 17, 1999 for
          Arthur C. Riese

  10.15   Executive Retention Agreement dated February 17, 1999 for
          Gregory A. Thornton

  11      Computation of Per Share Earnings

  27      Financial Data Schedule