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, 1996 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 9, 1996 the  registrant  had issued and  outstanding  an aggregate of
4,986,960 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, 1996 (Unaudited) and May 31, 1996............................3

     Condensed Consolidated Statements of Income -
     Three Months Ended August 31, 1996
     and August 31, 1995 (Unaudited).........................................4

     Condensed Consolidated Statements of Cash Flows -
     Three Months Ended August 31, 1996 and
     August 31, 1995 (Unaudited).............................................5

     Notes to Condensed Consolidated Financial Statements
     August 31, 1996 (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

                      HARDING LAWSON ASSOCIATES GROUP, INC.
                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)

                                        August 31, 1996          May 31, 1996
------------------------------------------------------------------------------
                                          (Unaudited)
ASSETS
Current assets:
     Cash and cash equivalents            $16,133                   $19,012
     Accounts receivable                   26,096                    24,080
     Unbilled work in progress              8,646                     4,903
     Less allowances for receivables and
         unbilled work                     (1,404)                   (1,476)
     Prepaid expenses                       2,057                     1,304
     Deferred income taxes                  1,387                     1,474
---------------------------------------------------------------------------
         Total current assets              52,915                    49,297
---------------------------------------------------------------------------
     Equipment                             21,537                    21,021
     Less accumulated depreciation        (17,126)                  (16,677)
----------------------------------------------------------------------------
         Net equipment                      4,411                     4,344
---------------------------------------------------------------------------
Deposits and other assets                   6,692                     6,723
---------------------------------------------------------------------------
         Total assets                     $64,018                   $60,364
===========================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                     $ 6,015                   $ 2,754
     Accrued expenses                       4,735                     5,936
     Accrued compensation                   5,210                     5,086
     Income taxes payable                     205                       ---
---------------------------------------------------------------------------
         Total current liabilities         16,165                    13,776
---------------------------------------------------------------------------
Other liabilities                           2,241                     1,983
---------------------------------------------------------------------------
         Total liabilities                 18,406                    15,759
---------------------------------------------------------------------------
Commitments and Contingencies                 ---                       ---
Minority interest in subsidiaries             303                       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--
         4,986,960 and 4,845,207 at
         August 31, 1996 and May 31,
         1996, respectively                    50                        48
     Additional paid-in capital            18,866                    18,142
     Retained earnings                     26,393                    26,167
---------------------------------------------------------------------------
         Total shareholders' equity        45,309                    44,357
---------------------------------------------------------------------------
              Total liabilities and
              shareholders' equity        $64,018                   $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 August 31,
                                             1996                      1995

Gross revenue                              $30,944                   $31,748
Less:  Cost of outside services              9,965                     9,040
----------------------------------------------------------------------------

Net revenue                                 20,979                    22,708
----------------------------------------------------------------------------

Costs and expenses:
     Payroll and benefits                   14,787                    15,310
     General expenses                        5,888                     6,042
----------------------------------------------------------------------------

     Total costs and expenses               20,675                    21,352
----------------------------------------------------------------------------

Operating income                               304                     1,356
Interest in loss of unconsolidated
     subsidiary                                (53)                      ---
Interest income, net                           184                       176
----------------------------------------------------------------------------

Income before provision for income 
     taxes and minority interest               435                     1,532

Provision for income taxes                     205                       602

Minority interest                                4                        (5)
----------------------------------------------------------------------------

Net income                                $    226                   $   935
============================================================================

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

Shares used in per share calculation         4,920                     4,804
============================================================================
   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)


                                                Three Months Ended August 31,
                                               1996                       1995
--------------------------------------------------------------------------------
OPERATING ACTIVITIES
  Net income                                 $  226                    $  935
  Adjustments to reconcile net income
  to net cash provided by operating
  activities:
      Depreciation and amortization             624                       606
      Net increase in current assets         (6,486)                     (837)
      Net increase (decrease) in current
      liabilities                             3,054                      (788)
      Other, net                                305                       146
--------------------------------------------------------------------------------

      NET CASH PROVIDED BY (USED IN)
      OPERATING ACTIVITIES                   (2,277)                       62
--------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Purchase of equipment, net                   (649)                     (457)
--------------------------------------------------------------------------------

      NET CASH USED IN INVESTING ACTIVITIES    (649)                     (457)
--------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Proceeds from sale of stock                    58                       ---
  Principal payments on capital lease
  obligations                                   (11)                      ---
--------------------------------------------------------------------------------

      NET CASH PROVIDED BY
      FINANCING ACTIVITIES                       47                       ---
--------------------------------------------------------------------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS    (2,879)                     (395)

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

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                            $16,133                   $12,253
================================================================================
   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, 1996

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, 1996. Reclassification of certain balances for
the fiscal  year ended May 31,  1996 have been made to conform to the August 31,
1996 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 seek monetary damages in the
amount of $7.9  million for alleged  breach of contract  and  negligence  in the
performance of certain  engineering  services.  The suits filed in Jefferson and
Orange  counties have been  dismissed or stayed.  Subsequently,  a  counterclaim
containing  similar  allegations  was filed  against  the  Company in the Harris
County  suit.  The  Company  believes  it  has  meritorious  defenses  to  these
allegations.  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>
                      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 cost controls and  reductions,  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.

                                     Percentage of
                                      Net Revenue
                                    For Three Months              Percentage
                                    Ended August 31,         Increase/(Decrease)

                                 1996             1995
                                 ----             ----

Net revenue                     100.0%           100.0%             (7.6)%
Costs and expenses
     Payroll and benefits        70.4             67.4              (3.4)
     General expenses            28.1             26.6              (2.6)
Operating income/margin           1.5              6.0             (77.6)
Interest income, net and
  interest in loss of
  unconsolidated subsidiary       0.6              0.7             (25.5)
Income before income taxes
     and minority interest        2.1              6.7             (71.6)
Provision for income taxes        1.0              2.6             (65.9)
Net income                        1.1              4.1             (75.8)

                                      

First Quarter Comparison for Fiscal Years 1996 and 1995

Net revenue for the fiscal  quarter  ended  August 31, 1996 totaled  $20,979,  a
decrease of 7.6 percent from net revenue of $22,708 for the first quarter of the
prior fiscal year.  The decline in net revenue for the quarter  ended August 31,
1996 was primarily due to a 24 percent decline in federal net revenue, partially
offset  by a  50  percent  increase  in  international  net  revenue.  Excluding
international,  the  decrease  in net  revenue  was due to lower  demand for the
Company's services while prices were essentially  unchanged compared to the same
period in the prior fiscal year.  Sales of services to all public sector clients
decreased  by  approximately  14 percent from the same period in the prior year.
Overall,  net revenue from public  sector  clients  accounted  for 43 percent of
                                      -7-
<PAGE>

total net revenue  compared to 47 percent in the prior  year.  Net revenue  from
domestic  industrial  sector  clients,  while  improved  from the  prior  fiscal
quarter, was 3 percent lower than in the first quarter of the prior fiscal year.
International  net  revenue  for the fiscal  quarter  ended  August 31, 1996 was
$1,607 or 8 percent  of total net  revenue  compared  to $1,074 or 5 percent  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 industrial  sector  clients.  During  fiscal 1997,  certain of these
public sector  contracts will be substantially  completed.  The Company has been
awarded certain  contracts that  potentially  could 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 any
congressional action on pending environmental regulations.

Operating  income  amounted to $304,  a decrease of 77.6 percent from $1,356 for
the same period in fiscal 1996. Operating margin decreased to 1.5 percent of net
revenue in the current  quarter  compared to 6.0 percent in the first quarter of
fiscal 1996.  While the Company  continued to lower its  operating  costs,  such
reductions  were not  sufficient  to offset  the  effect  of lower  net  revenue
discussed  above.  Management  is  continuing  its  efforts to better  align the
Company's cost structure with current revenue levels.

Interest  income for the first  quarter of fiscal 1997 was $194 before  interest
expense of $10 compared to interest income of $177 before interest expense of $1
for the first quarter of the prior fiscal year.  Net interest  income was higher
due to the Company's  increased cash position which resulted in higher  balances
of invested cash, and to a lesser extent, improved interest rates.
                                
At the end of the prior fiscal year,  the Company  invested in the start-up of a
limited liability company, Integrated Software Systems, LLC which specializes in
software  for the mining  industry.  The  minority  position  in this  entity is
accounted  for using the  equity  method.  The  Company's  portion  of the first
quarter loss for this investment was $53.

The effective tax rate was 47.2 percent for the first quarter of fiscal 1997 and
was 39.3 percent in the first 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 $226  compared  with $935 in the first quarter of
1996,  a decrease of 75.8  percent.  Earnings  per share were $0.05 on 4,920,000
weighted  average  shares  outstanding  compared to $0.19 per share on 4,804,000
weighted average shares outstanding in the same period last year.

Liquidity and Capital Resources

For the three  months ended August 31,  1996,  net cash used in  operations  was
$2,277  compared to net cash  provided by  operations of $62 for the same period
last year.  The  increase in cash used in  operations  was  primarily  due to an
increase in the Company's  receivables  partially offset by an increase in trade
payables in the current  fiscal  year.  The  increase in  receivables  primarily
reflects a significant  increase in first quarter fiscal 1997 gross revenue over
the prior  fiscal  quarter  compared  to the prior year when gross  revenue  was
relatively flat from the fourth to first quarter.
                                      
The Company  made  capital  expenditures  of $649 in the first  three  months of
fiscal 1997 compared to capital  expenditures  of $457 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 incurred in the prior fiscal year.
                                      -8-

<PAGE>

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 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 is provided a $5
million  per  occurrence  professional  liability  policy and a $5  million  per
occurrence  contractor's pollution insurance policy through an unrelated,  rated
carrier.  The Company also maintains general liability  insurance policy with an
unrelated, rated carrier.

At  August  31,  1996,  the  Company  had cash on hand and cash  equivalents  of
$16,133.  The Company has a $20 million  revolving  credit line agreement  which
expires in  October  1997.  At August  31,  1996 and 1995,  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 August
31, 1996, 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 over the next 18  months,
for the purpose of funding the Company's  various  employee stock  programs.  To
date, no repurchases have been made under this authorization.

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.

                                      -9-


<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, 1996:

                           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: 10-11-96                             /s/ Donald L. Schreuder
                                           Donald L. Schreuder
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)



Date: 10-11-96                              /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-