Exhibit 10.9

                         DYNCORP 1995 STOCK OPTION PLAN

     (Effective July 1, 1995, as revised January 30 and May 15, 1997, March
                  5, 1998, June 20, 2000, and January 2, 2002)

1.  PURPOSE OF PLAN

    (a)  The  Board of Directors of DynCorp hereby adopts the DynCorp 1995 Stock
Option  Plan  as  of  the  effective  date specified above to provide a means to
encourage  exceptional  performance  by  key members of the company's management
team,  and  to  provide a mechanism for use in furtherance of the DynCorp Equity
Target  Ownership  Plan  ("ETOP")  which has been adopted concurrently with this
Plan.

    (b)  Equity  ownership  of DynCorp common stock ("Stock" or "Shares") by key
members  of  management  is  considered  by the Board to be an important element
in  securing  superior  performance  by  management  on  behalf  of  all  of the
stockholders.  While  management compensation is important, equity participation
and  equity  ownership  provide  additional  valuable  incentives   to   achieve
outstanding management performance which translates into enhanced share value.

    (c)  Under  the  Plan,  the Compensation Committee of the Board of Directors
(the "Committee") is authorized to approve periodic grants of options to acquire
Stock  to  key  members  of  the management organizations of the company and its
various  wholly  owned subsidiaries, divisions and strategic business units (the
"Company").  All  grants under this Plan shall be made in strict accordance with
the terms of the Plan.

2.  NAME AND TERM OF THE PLAN

    The  name  of  the  Plan shall be the "DynCorp 1995 Stock Option Plan" which
shall  be  referred to herein as the "Plan". The term of the Plan shall commence
as  of  the  effective  date and continue through a date which is ten (10) years
following  the  date  of the last grant of options under the Plan; provided that
all options must be granted under the Plan by June 30, 2001.

3.  ADMINISTRATION OF THE PLAN

    The  Plan  shall  be administered by the Committee which shall have the sole
authority  in  its  complete  discretion to interpret the Plan and carry out its
intent and purpose. The Committee shall also have the right from time to time to
amend the Plan. See miscellaneous provisions below.

4.  ELIGIBILITY - PARTICIPATION UNDER THE PLAN

    (a)  All  full-time  employees of the Company who are participants under any
Company-sponsored  bonus  or  incentive  compensation  plan,  all members of the
Board  of  Directors,  and other employees as approved by the Committee shall be
eligible  to  become  participants  under  the Plan; provided, however, that the
granting  of  options  under the Plan shall
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be  within  the sole discretion of the Committee.  In  approving the granting of
options  under  this  Plan,  the  Committee  shall act on recommendations of the
DynCorp  Chief Executive Officer who shall in turn  act  on  recommendations  of
the   Company's   Sector   Presidents.  Specific  recommendations  by the Sector
Presidents  shall  be reviewed by the CEO who shall forward such recommendations
as  he  deems  appropriate  together  with  recommendations  for  awards to non-
operating participants to the Committee for approval.

     (b)   In the granting of options under the Plan, consideration may be given
to the following nonexclusive factors:

o  The obligations of the proposed optionee under the ETOP;
o  The ability of the proposed optionee to have a significant positive impact on
   the Company's business success and improved Stock value;
o  The  potential  for  the proposed optionee to accept increased responsibility
   within the Company;
o  The  need to offer a competitive compensation and benefit package in order to
   attract and retain qualified and highly motivated key personnel; and
o  Performance and results

5.  SHARES AUTHORIZED FOR ISSUANCE

    A  total  of  1,250,000  shares of DynCorp Common Stock, par value $0.10 per
share,  shall  be  authorized  for issuance under the Plan. When issued upon the
valid  exercise  of  options  granted under the Plan, such Shares shall be fully
paid,  non-assessable  shares  of  DynCorp's  common stock. Options shall not be
granted  for  more  than  the  total  number  of  Shares authorized for issuance
hereunder  from  time  to  time;  provided, that Shares represented by forfeited
options will be considered authorized again for issuance hereunder.

6.  MAKING OF GRANTS - PRICE

    (a) Grants of options under the Plan shall be made only in writing and shall
only  be  valid  if  signed  by  the  President  or any Senior Vice President of
DynCorp.  Recipients  of  grants shall be entitled to receive same only upon the
execution  of  an  Optionee's  Agreement in the form appended as Attachment A to
this  Plan,  under  which  the  optionee will agree to hold and exercise options
hereunder  in  accordance  with the Plan. Among other things, the Agreement will
provide that upon termination of employment for certain reasons, all unexercised
options will be forfeited.

    (b) Grants  will  be  made  in the following way, and in accordance with the
        following guidelines:

o  Grants will be made only in increments of 100 Shares;
o  All  grants will be subject to the vesting requirements of the Plan described
   below;
o  The exercise price contained in all options issued under the Plan shall be no
   less  than  the most recently determined fair market value of the Stock as of
   the date of grant as
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   determined in connection with trading on the DynCorp Internal Stock Market
   (the "Market Price");
o  Grants will be non-transferable except as specifically provided and permitted
   under  the  Plan,  and shall be exercisable only during the specified term of
   the Plan;
o  Grants  may  be  made  without  conditions  (other  than the execution of the
   Optionee's Agreement) or with conditions approved by the Committee -- such as
   a  condition  that  the  proposed  optionee  acquire additional Shares in the
   DynCorp Internal Stock Market ("Internal Market"); and
o  Grants of options under the Plan may also be made conditional upon a proposed
   optionee becoming an employee of the Company.

7.       VESTING OF OPTIONS

                  (a)  (1)  For  options  issued prior to March 5, 1998: Options
         issued  under the Plan may be exercised only when the right to exercise
         vests  under the Plan terms, and only then to the extent of the vesting
         percentage.  The right to exercise options granted under the Plan prior
         to  March  5, 1998 shall vest over a period of five (5) years following
         the  grant  of  the  option  at  the  annual rate of 20% of the options
         granted. For example, if an optionee receives the grant of an option to
         purchase  1,000  Shares  on June 30, 1995, he or she could exercise the
         option  to  the  extent  of  200 Shares after June 30, 1996, and to the
         extent  of  an  additional  200  Shares after each successive June 30th
         through June 30, 2000.

                           (2)  For  options  issued  on or after March 5, 1998:
         Options  issued  under the Plan may be exercised only when the right to
         exercise vests under the Plan terms, and only then to the extent of the
         vesting  percentage.  The  right  to exercise options granted under the
         Plan  on  or  after  March 5, 1998 shall vest over a period of four (4)
         years  following  the  grant of the option at the annual rate of 25% of
         the  options granted. For example, if an optionee receives the grant of
         an  option  to  purchase 1,000 Shares on June 30, 1998, he or she could
         exercise  the  option  to the extent of 250 Shares after June 30, 1999,
         and  to  the  extent  of an additional 250 Shares after each successive
         June 30th through June 30, 2002.

                  (b)  (1)  For  options  issued prior to March 5, 1998: Options
         granted prior to March 5, 1998 which are not exercised within seven (7)
         years  from the date of grant shall expire, and the optionee shall have
         no  further  rights  with  respect  to  such  options under the Plan or
         otherwise.

                           (2) For  options  issued  on  or after March 5, 1998:
         Options  granted  on  or  after  March 5,  1998 which are not exercised
         within  ten  (10)  years  from  the date of grant shall expire, and the
         optionee  shall  have  no  further  rights with respect to such options
         under the Plan or otherwise.

         (c)  The  Committee  shall  have the authority under this Plan to grant
options  hereunder  that  are subject to special performance vesting provisions.
For  example,  notwithstanding  the  fact  that  options  hereunder  are vested,
exercise  may  be  conditioned  upon any of the following additional performance
criteria:
<PAGE>

o        The achievement of a specified stock price; or
o        The achievement of a specified percentage stock price increase over the
         option  price--e.g.,  vested options can only be exercised in the event
         the price as of the exercise date is at least 25% higher than the grant
         price.

         Moreover,  the  Committee  shall  have  the  authority to grant special
vesting  period  reductions,  contingent  on  the  Company's  achievement  of  a
specified  stock  price  or  percentage  of  increase  over the grant price. For
example,  options  might be granted with the understanding that in the event the
stock  price  rose  to some specified price per share for at least two quarters,
all of some portion of unvested options should immediately vest.

8.       MECHANICS FOR EXERCISING OPTIONS

         An  Optionee  may  exercise  a vested option by sending a completed and
signed  Optionee  Exercise  Form  (as  prescribed  by  DynCorp)  to  the DynCorp
Corporate Secretary together with his or her personal check in the amount of the
exercise  price  times  the  number  of  vested-option  Shares  that  are  being
purchased.  Subject  to the restrictions of any current financial covenants, the
Optionee  may  pay  the  exercise  price,  in  whole or in part, by surrendering
previously  owned  Shares,  which  shall  be  applied at the Market Price toward
payment  of  the  exercise  price. The Corporate Secretary will either cause the
Company to issue Shares in the name of the Optionee for each option exercised or
will  cause  such  Shares to be purchased in the Internal Market and recorded on
the  Optionee's  Stock  account  within  10  days  following  the next scheduled
Internal  Market  trade  day.  Under  the  terms  of the Optionee Agreement, the
Optionee  will specify whether the Company shall withhold taxes as required upon
the  exercise  of  the  option  from  the  Optionee's  compensation, whether the
Optionee  shall  pay  such  required amount in cash, or whether such withholding
shall  be  satisfied  in  previously  owned  Shares  (at  the Market Price). For
purposes of this Section 8, the term "previously owned shares: shall mean shares
which  the  Optionee  has owned directly for at least six months. See discussion
below concerning taxation.

9.       FORFEITURE OF CERTAIN UNEXERCISED OPTIONS - SHORTENING OF OPTION PERIOD

         The  right  to  exercise  vested options, and all interests in unvested
options,  shall terminate and be forfeited in the event an Optionee's employment
is  terminated  for  any reason except retirement, death or disability; provided
that  the  Committee  in  its sole discretion may permit a terminated optionee a
period  of  no more than 30 days after termination of employment within which to
exercise  previously  vested  options. In the event of the death of an optionee,
all  unvested  options shall immediately become vested, and his or her estate or
legal  representative  shall  be  entitled  to exercise any unexercised options;
provided,  that such exercise must be made prior to the earliest to occur of the
expiration date of such options, or the 180th day after the Optionee's death. An
optionee  who  is  permanently  and  totally disabled as established by evidence
satisfactory  to  the  Committee may exercise all options which are vested as of
his  or  her  termination  date;  provided such exercise is made within the same
period  described  in  the  immediately  preceding  sentence. In the event of an
Optionee's  retirement  at age 65 or older, all options shall immediately become
vested,  and  the  optionee  shall  have  a  period  of 360 days from
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his  or  her  retirement  date  in  which  to  exercise  such options. All other
optionees  who  retire  prior to achieving the age of 65 years shall be entitled
for a period of 180  days after retirement  to exercise those options which were
vested  as  of  his or  her retirement date. All Shares obtained pursuant to the
exercise   of   options  under  these  circumstances  following  termination  of
employment due to death, disability  or  retirement  shall  be  subject  to  the
Company's  right of first refusal  to  purchase  such  Shares  at the prevailing
Market  Price,  which right shall be exercised by the Company in accordance with
the procedures set forth in the Optionee Agreement.

For  purposes  of  clarification,  if  an optionee is serving as a member of the
Board  of  Directors  as  well  as being an employee, such optionee shall not be
deemed to have been terminated from employment until the later of termination as
an  employee and termination as a Director, and an optionee who is terminated by
reason  of  disability  at age 65 or older shall be deemed to have retired as of
his termination date.

10.      TAX INFORMATION

         The  Company will withhold from the Optionee's compensation, or require
as  a  condition  of  option  exercise  that the optionee pay to the Company, an
amount  sufficient  to  comply  with  applicable  federal  and state withholding
statutes.   DynCorp  may,  however,  permit  optionees  to  satisfy  withholding
requirements,  to  the  extent  permitted  by  law,  through the transfer to the
Company  of  Shares  having  a  fair  market  value  equal  to  the  withholding
requirement.

11.      MISCELLANEOUS PROVISIONS

         (a) The granting of an option shall impose no obligation upon the
             optionee to exercise such option.

         (b) Options shall not be transferable other than by will or by the laws
             of descent and distribution and during an Optionee's lifetime shall
             be exercisable only by such Optionee.

         (c) The  aggregate  number  of  Shares  available for options under the
Plan,  the  Shares  subject  to any option, and the price per share shall all be
proportionately  adjusted  for  any increase or decrease in the number of issued
Shares  subsequent  to  the  effective  date  of  the  Plan resulting from (1) a
subdivision  or consolidation of Shares or any other capital adjustment, (2) the
payment  of  a  Stock dividend. If DynCorp shall be the surviving corporation in
any  merger or consolidation, any option shall pertain, apply, and relate to the
securities to which a holder of the number of Shares subject to the option would
have  been  entitled  after  the  merger  or  consolidation. Upon dissolution or
liquidation  of  DynCorp,  or upon a merger or consolidation in which DynCorp is
not  the  surviving  corporation, this Plan or an identical successor plan shall
continue  in  force,  or, should such successor plan not be adopted or this Plan
continued,  all  options  outstanding  under the Plan shall immediately vest and
each  optionee  (and  each  other  person entitled under the Plan to exercise an
option)  shall  have  the  right,  immediately  prior  to  such  dissolution  or
liquidation,  or  such  merger  or  consolidation,  to  exercise such Optionee's
options  in  whole  or  in  part. Upon the consummation of any such dissolution,
liquidation, merger, or consolidation, all unexercised options shall terminate.
<PAGE>

         (d)  The  Board  or  Committee, by resolution, may terminate, amend, or
revise  the  Plan  with  respect to any Shares as to which options have not been
granted.  Neither  the  Board  nor the Committee may, without the consent of the
holder  of  an  option,  alter or impair any option previously granted under the
Plan,  except  as  authorized  herein.  Unless sooner terminated, the Plan shall
remain  in  effect  for  a  period of five (5) years from the date of the Plan's
adoption  by  the  Board.  Termination  of  the Plan shall not affect any option
previously granted.

         (e) As a condition to the exercise of any portion of an option, DynCorp
may  require  the  person exercising such option to represent and warrant at the
time  of  such  exercise that any Shares acquired at exercise are being acquired
only for investment and without any present intention to sell or distribute such
Shares,  if,  in  the  opinion  of counsel for DynCorp, such a representation is
required  under  the  Securities  Act  of  1933  or  any  other  applicable law,
regulation, or rule of any governmental agency.

         (f) DynCorp,  during  the  term of this Plan, will at all times reserve
and  keep  available,  and  will  seek or obtain from any regulatory body having
jurisdiction  any requisite authority necessary to issue and to sell, the number
of Shares that shall be sufficient to satisfy the requirements of this Plan. The
inability  of DynCorp to obtain from any regulatory body having jurisdiction the
authority  deemed  necessary  by counsel for DynCorp for the lawful issuance and
sale  of  its  Stock  hereunder  shall  relieve  the Company of any liability in
respect  of  the  failure  to  issue  or  sell  Stock  as to which the requisite
authority has not been obtained.

         (g) This  Plan  shall  be  governed by the laws of the  Commonwealth of
             Virginia,   without   regard  to  the  conflicts-of-law  provisions
             thereof.

         (h) Nothing  herein  shall  be  implied  to  constitute  a  contract of
             employment for any person.

         (i) The  plan  shall  become  effective  as  of the effective date upon
             approval by the DynCorp Board of Directors.


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