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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 10-Q

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

                  For the quarterly period ended June 30, 1999

     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
EXCHANGE ACT OF 1934

             For the transition period from ________________________

                         Commission File Number: 0-29292


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                               HAGLER BAILLY, INC.
             (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------

                              Delaware 54-1759180
(State or other jurisdiction of incorporation or organization)  I.R.S.  Employer
Identification Number

              1530 Wilson Boulevard, Suite 400, Arlington, VA 22209
               (Address of principal executive offices) (Zip Code)


                                  703-351-0300
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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 {xx} No{  }

As of July 31, 1999, the  Registrant  had 16,503,866  shares of its common stock
outstanding.



<PAGE>



ii

                                        i
                                TABLE OF CONTENTS


PART I
ITEM 1.  FINANCIAL STATEMENTS                                                  1
CONSOLIDATED  BALANCE  SHEETS AS OF JUNE 30, 1999 (UNAUDITED) AND DECEMBER 31,
1998                                                                           1
CONSOLIDATED  STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 1999 AND 1998  (UNAUDITED)                                            2
CONSOLIDATED  STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999
AND 1998  (UNAUDITED)                                                          3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                     4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS                                                                  6

PART II

ITEM 1.  LEGAL PROCEEDINGS                                                    15
ITEM 2.  CHANGES IN SECURITIES                                                15
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                      16
SIGNATURES                                                                    21









<PAGE>


1

                                                             PART I

Item 1.  Financial Statements
<TABLE>
<CAPTION>
                                                       Hagler Bailly, Inc.
                                                   Consolidated Balance Sheets
                                                         (in thousands)

                                                                                           June 30,           December 31,
                                                                                             1999                 1998
                                                                                      -----------------------------------------
<S>                                                                                       <C>                <C>

Assets                                                                                   (unaudited)
Current assets:
         Cash & cash equivalents                                                               $  11,587             $  16,165
         Accounts receivable, net of allowance of $3,895 and $3,888
              in 1999 and 1998, respectively                                                      60,376                59,092
         Note receivable                                                                               -                   382
         Prepaid expenses                                                                          2,845                 2,620
         Other current assets                                                                        649                   304
                                                                                      ------------------- ---------------------
Total current assets                                                                              75,457                78,563
Property and equipment, net                                                                        7,020                 6,463
Software development costs, net                                                                      462                   898
Intangible assets, net                                                                            16,798                14,208
Other assets                                                                                       1,409                 1,290
                                                                                      ------------------- ---------------------
Total assets                                                                                   $ 101,146             $ 101,422
                                                                                      =================== =====================

Liabilities and stockholders' equity Current liabilities:
         Accounts payable and accrued expenses                                                  $  7,027              $  8,476
         Accrued compensation and benefits                                                        10,092                 8,713
         Billings in excess of cost                                                                2,268                 2,288
         Current portion of long-term debt                                                           333                   345
         Income taxes payable                                                                      1,123                 2,547
         Deferred taxes                                                                            1,900                 1,900
                                                                                      ------------------- ---------------------
Total current liabilities                                                                         22,743                24,269
Long-term debt, net of current portion                                                               674                   681
Minority interest                                                                                    257                   177
Deferred income taxes                                                                                927                   927
Other deferred                                                                                     1,804                 1,769
                                                                                      ------------------- ---------------------
Total liabilities                                                                                 26,405                27,823
Stockholders' equity:
         Common stock, $0.01 par value, 50,000 shares authorized;
             16,504 and 16,483 issued and outstanding at June 30, 1999 and December                  165                   165
             31, 1998, respectively
         Additional capital                                                                       70,889                72,322
         Retained earnings                                                                         3,898                 1,206
         Foreign currency translation                                                              (211)                  (94)
                                                                                      ------------------- ---------------------
Total stockholders' equity                                                                        74,741                73,599
                                                                                      ------------------- ---------------------
                                                                                      =================== =====================
Total liabilities and stockholders' equity                                                     $ 101,146             $ 101,422
                                                                                      =================== =====================
                                                   See accompanying notes.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                       Hagler Bailly, Inc.
                                              Consolidated Statements of Operations
                                                           (Unaudited)
                                              (in thousands, except per share data)

                                                                 Three months ended                        Six months ended
                                                                      June 30,                                 June 30,
                                                               1999               1998                1999                1998
                                                         -----------------  -----------------   -----------------  -----------------
<S>                                                        <C>               <C>                    <C>               <C>
                                                         -----------------  -----------------   -----------------  -----------------
Revenues:
  Consulting revenues                                            $ 44,237            $45,207            $ 83,924            $ 83,138
  Other revenues                                                      320              1,139                 863               2,454
                                                         -----------------  -----------------   -----------------  -----------------
Total revenues                                                     44,557             46,346              84,787              85,592
Cost of services                                                   33,718             32,914              64,341              61,681
                                                         -----------------  -----------------   -----------------  -----------------
Gross profit                                                       10,839             13,432              20,446              23,911
Merger related and other non-recurring costs                            -              1,352                   -               1,719
Selling, general and administrative expenses                        8,161              6,509              15,744              11,393

Stock and stock option compensation                                     -                430                   -               2,595
                                                         -----------------  -----------------   -----------------  -----------------
Income from operations                                              2,678              5,141               4,702               8,204
Other income (expenses), net                                            4               (31)                  91                (79)
                                                         -----------------  -----------------   -----------------  -----------------
Income before income tax expense and loss from equity
  investment in joint venture                                       2,682              5,110               4,793               8,125
Income tax expense                                                  1,085              2,220               1,871               4,294
                                                         -----------------  -----------------   -----------------  -----------------
Income before loss from equity investment in joint
  venture                                                           1,597              2,890               2,922               3,831
Loss from equity investment in joint venture, net of tax             (87)                  -               (230)                   -
                                                         -----------------  -----------------   -----------------  -----------------
Net income                                                        $ 1,510            $ 2,890              $2,692            $  3,831
                                                         =================  =================   =================  =================
                                                         =================  =================   =================  =================

Net income per share:
    Basic                                                        $   0.09           $   0.18            $   0.16            $   0.25
    Diluted                                                      $   0.09           $   0.17            $   0.16            $   0.23
Weighted average shares outstanding:
    Basic                                                          16,508             15,777              16,533              15,599
                                                         =================  =================   =================  =================
    Diluted                                                        16,701             16,619              17,041              16,415
                                                         =================  =================   =================  =================


                             See accompanying notes.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                       Hagler Bailly, Inc.
                                              Consolidated Statements of Cash Flows
                                                           (Unaudited)
                                                         (in thousands)

                                                                                Six months ended June 30,
                                                                               1999                  1998
                                                                        -------------------   --------------------
<S>                                                                     <C>                  <C>
Operating activities
Net income                                                                         $ 2,692               $  3,831
Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
       Depreciation and amortization expense                                         2,865                  3,459
       Stock and stock option compensation                                               -                  2,595
       Provision for deferred income taxes                                               -                    722
       Provision for accounts receivable                                               850                    133
       Loss on equity investment in joint venture                                      230                      -
       Minority interest                                                                80                      -
       Changes in operating assets and liabilities:
             Accounts receivable                                                   (1,658)               (10,923)
             Note receivable                                                           382                      -
             Prepaid expenses                                                      (1,075)                (3,542)
             Other current assets                                                    (319)                  1,170
             Other assets                                                            (337)                    171
             Deferred compensation                                                       -                     85
             Accounts payable and accrued expenses                                 (1,563)                    950
             Accrued compensation and benefits                                       1,083                  (329)
             Billings in excess of cost                                              (138)                  (132)
             Income taxes payable                                                  (1,457)                (1,952)
             Other deferred                                                             37                  1,248
                                                                        -------------------   --------------------
Net cash provided by (used in) operating activities                                  1,672                (2,514)
Investing activities
Acquisition of property and equipment                                              (1,506)                (3,484)
Purchase of investments                                                                  -                  (777)
Amount received in liquidation of subsidiary                                             -                    160
Purchase of acquired companies                                                       (903)                (1,239)
                                                                        -------------------   --------------------
Net cash used in investing activities                                              (2,409)                (5,340)
Financing activities
Issuance of common stock                                                               125                 12,215
Purchase of treasury stock                                                         (3,947)                      -
Dividends paid by foreign subsidiary                                                     -                  (333)
Net payments on bank line of credit                                                      -                (1,260)
Payments on long term debt                                                            (19)                  (627)
                                                                        -------------------   --------------------
Net cash (used in) provided by financing activities                                (3,841)                  9,995

Net (decrease) increase in cash and cash equivalents                               (4,578)                  2,141
Cash and cash equivalents, beginning of period                                      16,165                  5,261
                                                                        -------------------   --------------------
Cash and cash equivalents, end of period                                          $ 11,587                $ 7,402
                                                                        ===================   ====================
                                             See accompanying notes.

</TABLE>

<PAGE>


                               HAGLER BAILLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Basis of Presentation

         The accompanying unaudited interim consolidated financial statements of
Hagler Bailly,  Inc. (the "Company") have been prepared pursuant to the rules of
the Securities  and Exchange  Commission  ("SEC") for quarterly  reports on Form
10-Q and do not include all of the information and note disclosures  required by
generally  accepted  accounting  principles.  The information  furnished  herein
reflects  all  adjustments,  of a normal  recurring  nature,  which are,  in the
opinion of management,  necessary for a fair  presentation  of results for these
interim periods.

         The interim results of operations are not necessarily indicative of the
results to be expected for the entire fiscal year ending December 31, 1999.

Note 2.  Earnings per Share

         Basic  earnings  per share is computed  based on the  weighted  average
number of shares of common  stock  outstanding  during the  respective  periods.
Diluted  earnings per share is inclusive of the dilutive  effect of  unexercised
stock options using the treasury  stock method.  Weighted  average share figures
are as follows (in thousands):
<TABLE>
<CAPTION>
                                                 For the three months ended               For the six months ended
                                                          June 30,                                June 30,
                                                  1999               1998                 1999              1998
                                                  ----               ----                 ----              ----
<S>                                              <C>                <C>                  <C>               <C>

Net Income                                        $1,510             $2,890               $2,692             $3,831
                                            ----------------- -------------------    ---------------- ------------------
                                            ----------------- -------------------    ---------------- ------------------

Weighted average shares of common
   stock outstanding during the period
                                                  16,508             15,777               16,533             15,599

Effect of dilutive securities:
  Stock options                                      193                842                  508                816
                                            ----------------- -------------------    ---------------- ------------------
                                            ----------------- -------------------    ---------------- ------------------

Weighted average shares of common
  stock and dilutive securities
                                                  16,701             16,619               17,041             16,415
                                            ================= ===================    ================ ==================
</TABLE>

Note 3.  Business Combinations

         On April 30, 1999, the Company acquired all of the outstanding stock of
Washington  International  Energy Group, Ltd. ("WIEG"),  a Washington D.C. based
worldwide  provider  of energy  and  environmental  policy  consulting  research
services,  in exchange  for 144,210  shares of the  Company's  common  stock and
approximately $850,000 in cash. The transaction was accounted for as a purchase.
Accordingly,  the  consolidated  financial  statements  reflect  the  results of
operations  of  WIEG  since  the  date  of  acquisition.  As  a  result  of  the
transaction,  the  Company  recorded  intangible  assets of  approximately  $1.5
million.

         On June 1, 1999, the Company acquired the remaining  minority  interest
of its joint  venture  Hagler  Bailly  Risk  Advisors  LLC, a limited  liability
company located in Houston,  Texas,  from Objective  Resources Risk Advisors LLC
bringing the Company's ownership to 100%.

Note 4.  Stock Repurchase Plan

         The Company is authorized to repurchase up to 1.5 million shares of the
Company's   common  stock  in  the  open  market  or  in  privately   negotiated
transactions. As of June 30, 1999, the Company had repurchased 536,600 shares.
<PAGE>
Note 5.  Components of Comprehensive Income

         Comprehensive  income includes the Company's net earnings  adjusted for
changes, net of tax, of cumulative translation adjustments. Comprehensive income
for the three and six  months  ended June 30,  1999 and 1998 are as follows  (in
thousands):
<TABLE>
<CAPTION>
                                           For the three months ended                 For the six months ended
                                                    June 30,                                  June 30,
                                            1999                 1998                1999                 1998
                                            ----                 ----                ----                 ----
<S>                                      <C>                <C>                 <C>                  <C>
Comprehensive Income:
    Net income                            $ 1,510            $ 2,890              $ 2,692             $ 3,831

    Foreign translation
       adjustment                              (42)              (53)                (71)               (148)

                                      -----------------     ---------------     ----------------    -----------------
  Total comprehensive income
                                          $ 1,468            $ 2,837              $ 2,621             $ 3,683
                                      =================     ===============     ================    =================
                                      =================     ===============     ================    =================

</TABLE>



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

Overview

         Statements   included  in  Management's   Discussion  and  Analysis  of
Financial  Condition  and  Results of  Operations  which are not  historical  in
nature,  are  intended to be, and are hereby  identified  as,  "forward  looking
statements"  for  purposes  of the safe  harbor  provided  by Section 21E of the
Securities   Exchange   Act  of  1934,   as  amended   by  Public  Law   104-67.
Forward-looking  statements may be identified by words  including  "anticipate,"
"believe,"  "estimate," "expect" and similar  expressions.  The Company cautions
readers that  forward-looking  statements,  including without limitation,  those
relating to the Company's future business prospects,  revenues, working capital,
liquidity, and income, are subject to certain risks and uncertainties that would
cause  actual  results  to  differ   materially  from  those  indicated  in  the
forward-looking   statements,   due  to  several   important   factors  such  as
concentration  of the  Company's  revenues from a relatively  limited  number of
public and private clients  involved in the energy and network  industries,  the
Company's ability to attract,  retain and manage professional and administrative
staff, fluctuations in quarterly results, risks related to acquisitions, and the
fact that historical  operations and performance are not necessarily  indicative
of future operations and performance,  among others, and other risks and factors
identified  from  time to time in the  Company's  reports  filed  with  the SEC,
including the risk factors  identified in the Company's  Registration  Statement
(No. 333-22207) on Form S-1 and the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.

         The Company,  together  with its wholly owned  subsidiaries  PHB Hagler
Bailly Inc.,  Hagler Bailly Services,  Inc., and its domestic and foreign wholly
owned subsidiaries,  is a leading provider of professional services to corporate
and government clients on energy, network industries, and the environment. As of
June 30, 1999,  Hagler Bailly  employed a staff of 845, of which over two-thirds
were  consulting  and technical  professionals.  The  Company's  common stock is
quoted on the NASDAQ National Market under the symbol, "HBIX".

         The  Company's  revenues  consist  of  consulting  revenues  and  other
revenues.  Consulting  revenues represent revenues  associated with professional
staff,  subcontractors  and  independent  consultants,  and client  reimbursable
expenses.  These  revenues are derived from the  Company's  primary  business of
offering corporate clients strategy and business operations consulting, economic
counsel and litigation support,  and market research and survey analysis.  Other
revenues include those derived from information-based products and services, and
publication of newsletters, reference manuals and data series for the energy and
transportation  industries.  The Company's  client base includes both the public
and commercial rate sector. Revenue from the commercial rate sector is typically
characterized  by higher gross  margins than the public  sector,  yet  generally
requires a higher relative level of infrastructure  support.  Consequently,  the
Company's  operating  performance  is affected by its public sector / commercial
rate sector business mix.  Through  strategic  acquisitions and internal growth,
the Company has  increased  its  commercial  rate sector  client base,  and will
continue to pursue such opportunities in the future.

         On April 30, 1999, the Company acquired all of the outstanding stock of
WIEG, in a cash and stock  transaction.  The  transaction was accounted for as a
purchase.



<PAGE>
<TABLE>
<CAPTION>

Results of Operations

         The following  table presents for the periods  indicated the percentage
of revenues  represented by certain income and expense items, and the percentage
period-to-period increase (decrease) in such items:

                                                                                                 % Period-to-Period
                                                   Percentage of Revenues                  Increase (Decrease) of Dollars
                                        ---------------------------------------------    -----------------------------------
                                                                                          Three months         Six months
                                                                                           ended June          ended June
                                                                                            30, 1999            30, 1999
                                                                                           compared to        compared to
                                                                                          three months         six months
                                                                                           ended June          ended June
                                                                                            30, 1998            30, 1998
                                                                                         ----------------    ---------------
                                         Three months ended        Six months ended
                                              June 30,                 June 30,
                                        ----------------------    -------------------    ----------------    ---------------
 <S>                                        <C>        <C>           <C>        <C>        <C>                <C>
                                           1999       1998          1999      1998
                                           ----       ----          ----      ----
                                                                                         ----------------    ---------------
Revenues:
  Consulting                                 99.3       97.5         99.0      97.1             (2.1)                0.9
    Total revenues                          100.0      100.0        100.0     100.0             (3.9)               (.9)
Cost of services                             75.7       71.0         75.9      72.1               2.4                4.3
Merger related and other
  non-recurring costs                           -        2.9            -       2.0           (100.0)             (100.0)

Selling, general, and administrative
   expenses                                  18.3       14.0         18.6      13.3             25.4                38.2


Stock and stock option compensation
                                                -        1.0            -       3.0           (100.0)            (100.0)
Income from operations                        6.0       11.1          5.6       9.6            (61.3)             (62.4)
  Other income (expenses), net                0.0       (0.1)          0.1     (0.1)            114.4              215.3
Income before income tax expense and
  loss from equity investment in
  joint venture                               6.0       11.0          5.7       9.5            (61.1)             (61.5)
Income tax expense                            2.4        4.8          2.2       5.0            (60.5)             (62.2)
Income before loss from equity
  investment in joint venture                 3.6        6.2          3.5       4.5            (61.5)             (61.0)

Loss from joint venture                     (0.2)          -        (0.3)         -           (100.0)             (100.0)

Net income                                    3.4        6.2          3.2       4.5            (63.6)             (64.1)

</TABLE>
Three months ended June 30, 1999 compared with three months ended June 30, 1998

         Revenues  for the  three  months  ended  June 30,  1999,  decreased  by
approximately  $1.8  million,  or 3.9%,  to $44.6  million from the three months
ended  June  30,  1998.  Of  this  decrease,   approximately  $1.0  million  was
attributable  to  consulting   revenues  and  approximately   $0.8  million  was
attributable to other revenues. Consulting revenues decreased 2.1% for the three
months ended June 30, 1999,  as compared to the  comparable  period of the prior
year.  This decrease was  primarily the result of the sale of certain  assets of
the Company's  public sector  consulting  practice in September 1998,  partially
offset by increases  resulting  from  acquisitions  and  internal  growth in the
commercial rate sector.  Other revenues decreased by 71.9 % for the three months
ended June 30, 1999 as compared to the comparable period of the prior year. This
decrease was the result of the  Company's  decision to cease  operations  in its
financial  advisory  services.   In  the  three  months  ended  June  30,  1999,
approximately  99.3% of the  Company's  revenues  were derived  from  consulting
revenues, as compared with 97.5% in the three months ended June 30, 1998.

         Cost of services for the three months ended June 30, 1999, increased by
approximately $0.8 million or 2.4%, to $33.7 million from the three months ended
June 30, 1998. Cost of services as a percentage of revenue  increased from 71.0%
in the three months  ending June 30, 1998,  to 75.7% in the three months  ending
June 30, 1999,  primarily the result of an increase in staffing costs to support
an anticipated increase of business and an increase in cash compensation paid to
consulting staff.

         Selling,  general and  administrative  expenses  ("SG&A") for the three
months ended June 30, 1999, increased by approximately $1.7 million or 25.4%, to
$8.2  million  from the  three  months  ended  June  30,  1998.  Expressed  as a
percentage of total  revenues,  SG&A expenses  increased from 14.0% in the three
months  ended June 30, 1998 to 18.3% in the three  months  ended June 30,  1999.
This  increase  is  reflective  of  increased  business  development  costs  and
duplication  of certain  administrative  costs related to the  Company's  recent
business combinations.

         There  were no merger  related  and other  non-recurring  costs for the
three months ended June 30, 1999,  compared with  approximately  $1.4 million in
the three  months  ended  June 30,  1998.  The  majority  of these  costs in the
comparable period were associated with the Company's  business  combination with
Putnam  Hayes  &  Bartlett,  Inc.  ("PHB")  as well  as the  Company's  business
combinations  with TB&A Group,  Inc. and its  wholly-owned  subsidiary  Theodore
Barry & Associates (collectively "TB&A") and Izsak, Grapin et Associes ("IGA").

         There  were no stock and stock  option  compensation  expenses  for the
three months ended June 30, 1999,  compared with  approximately  $430,000 in the
three months  ended June 30,  1998.  All of these costs in the prior period were
related to the Company's  business  combination with PHB and included  non-cash,
non-tax deductible  compensation based on the difference between the fair market
value and book values of PHB common stock  issuable under  subscriptions  within
one year of the companies' merger.

         Other  income  (expenses),  net  includes  interest  expense,  interest
income,  minority  interest and other income and expenses.  For the three months
ended June 30,  1999,  other  income  (expenses),  net  increased  approximately
$35,000 to income of  approximately  $4,000 from the three months ended June 30,
1998.

         The Company's effective tax rate decreased to 40.5% in the three months
ended June 30,  1999 from 43.4% in the three  months  ended June 30,  1998.  The
effective  tax rate for the  comparable  period was higher than the  provisional
rate  as a  result  of the  non-deductibility  for  tax  purposes  of the  stock
compensation charge discussed above.

         Net  income for the three  months  ended June 30,  1999,  decreased  by
approximately  $1.4  million,  or 47.8%,  to $1.5  million from the three months
ended June 30, 1998, due to reasons discussed above.



<PAGE>


Six months ended June 30, 1999 compared with six months ended June 30, 1998

         Revenues  for  the  six  months  ended  June  30,  1999,  decreased  by
approximately  $0.8 million or 0.9%,  to $84.8 million from the six months ended
June 30, 1998. An increase of approximately $0.8 million in consulting  revenues
was offset by a  decrease  of  approximately  $1.6  million  in other  revenues.
Consulting  revenues  increased  0.9% for the six months ended June 30, 1999, as
compared to the comparable period of the prior year. This increase was primarily
the result of  acquisitions  and internal  growth in the commercial rate sector,
partially  offset by the sale of certain  assets of the Company's  public sector
consulting practice in September 1998. Other revenues decreased by 64.8% for the
six months  ended June 30,  1999,  as compared to the  comparable  period of the
prior year. The decrease in other revenues was driven by the Company's  decision
to cease  operations in its financial  advisory  services  business.  In the six
months ended June 30, 1999,  approximately  99.0% of the Company's revenues were
derived from consulting revenues, as compared with 97.1% in the six months ended
June 30, 1998.

         Cost of services for the six months  ended June 30, 1999,  increased by
$2.7 million, or 4.3%, to $64.3 million from the six months ended June 30, 1998.
Cost of  services as a  percentage  of revenue  increased  from 72.1% in the six
months  ending June 30, 1998,  to 75.9% in the six months  ending June 30, 1999,
primarily the result of an increase in staffing  costs to support an anticipated
increase of business  and an increase in cash  compensation  paid to  consulting
staff.

         SG&A for the six months ended June 30, 1999, increased by approximately
$4.4  million,  or 38.2%,  to $15.7  million  from the six months ended June 30,
1998. Expressed as a percentage of total revenues,  SG&A expenses increased from
13.3% in the six months  ended June 30,  1998,  to 18.6% in the six months ended
June 30, 1999.  This increase is reflective  of increased  business  development
costs, an increase in administrative staff in anticipation of increased business
and duplication of certain  administrative costs related to the Company's recent
business combinations.

         There were no merger related and other  non-recurring costs for the six
months ended June 30, 1999,  compared with approximately $1.7 million in the six
months ended June 30, 1998. The majority of these costs in the comparable period
were associated with the Company's business  combination with PHB as well as the
Company's business combinations with TB&A and IGA.

         There were no stock and stock option compensation  expenses for the six
months ended June 30, 1999,  compared with approximately $2.6 million in the six
months ended June 30, 1998.  All of these costs in the prior period were related
to  the  business   combination  and  included   non-cash,   non-tax  deductible
compensation  based on the  difference  between the fair  market  value and book
values of PHB common stock issuable under  subscriptions  within one year of the
companies' merger.

         Other  income  (expenses),  net  includes  interest  expense,  interest
income,  minority  interest  and other income and  expenses.  For the six months
ended June 30,  1999,  other  income  (expenses),  net  increased  approximately
$169,000 to income of  approximately  $91,000 from the six months ended June 30,
1998.

         The Company's  effective tax rate  decreased to 39.0% in the six months
ended  June 30,  1999 from  52.9% in the six months  ended  June 30,  1998.  The
effective  tax rate for the  comparable  period was higher than the  provisional
rate  as a  result  of the  non-deductibility  for  tax  purposes  of the  stock
compensation charge discussed above.

     Net  income  for  the  six  months  ended  June  30,  1999,   decreased  by
approximately $1.1 million,  or 29.7%, to $2.7 million from the six months ended
June 30, 1998, due to reasons discussed above.

Liquidity and Capital Resources

         As of June 30, 1999,  working  capital was $52.7 million as compared to
$54.3 million at December 31, 1998.

          Net cash of  approximately  $1.7  million was  provided  by  operating
activities during the six months ended June 30, 1999. The primary sources
of cash provided by operating activities were net income of approximately
$2.7 million, non-cash depreciation of approximately $2.9 million and an
increase in accrued compensation and benefits of approximately $1.1
million. These cash flows were partially offset by increases in accounts
receivable and prepaid expenses as well as the payment of income taxes and
accounts payable.

         Investment  activities  used $2.4  million  during the six months ended
June 30, 1999.  The Company  invested $1.5 million in the purchase of office and
computer  related  equipment,   leasehold  improvements,   and  other  resources
necessary  for the  growth  of the  Company,  as well  as $0.9  million  for the
purchase of acquired companies.

         Financing activities used approximately $3.8 million for the six months
ended  June  30,  1999.  Substantially  all of  these  funds  were  used for the
repurchase of 536,600  shares of the Company's  common stock by the Company.  At
June 30, 1999,  the Company was authorized to repurchase  approximately  963,400
additional shares.

         The  Company's  primary  source of liquidity for the past 12 months has
been funds  generated from  operations  periodically  supplemented by borrowings
under a bank line of credit.  During  the year  ended  December  31,  1998,  the
Company  established  $50.0 million in revolving  credit with  NationsBank.  The
amount  available  under the line of credit at June 30, 1999 was $50.0  million.
The  Company  believes  that  current  projected  levels  of cash  flows and the
availability  of financing,  including  borrowings  under the  Company's  credit
facility, will be adequate to fund its anticipated cash needs, which may include
future  acquisitions  of  complementary  businesses,  for at  least  the next 12
months. The Company,  depending on market conditions, may consider other sources
of financing, including equity financing.

Year 2000

         The Year 2000 issue is the result of a computer  hardware  and software
design  that  defines  the year  field as two  digits  instead  of four  digits.
Computer  programs  and  systems  with this  problem  will be unable to properly
distinguish  between the year 2000 and the year 1900. As a result,  the programs
could fail or yield incorrect results. The Company's business,  as well of those
of its  principal  suppliers  and  clients,  is  dependent on the ability of its
software and hardware  systems to properly  function.  Failure of one or more of
these systems of the Company or a material  client or supplier could disrupt the
Company's  operations  and cause a  material  adverse  impact  on the  Company's
business, results of operations and financial condition.

The Company's Year 2000 Strategy

     The Company has  established  the Year 2000  Readiness Plan (the "Plan") to
prepare  for the Year  2000  issue.  This  Plan is  comprised  of the  following
elements:

1.       Audit, assessment, remediation, and testing of internal systems.

2.            Obtaining  assurance  or  information  on the  state of Year  2000
              readiness  of our  material  clients and  suppliers  who  exchange
              information  electronically  with us or upon whom our work product
              may depend.

3. Developing contingency plans, when practical,  to address potential Year 2000
failures.

         Except  where  noted  below,   the   Company's   goal  is  to  complete
implementation of the Plan by September 30, 1999.
<TABLE>
<CAPTION>
                                        Audit and          Remediation           Testing         Implementation
                                        Assessment
<S>                                  <C>                    <C>                  <C>             <C>
         ------------------------------ ------------------ --------------------- --------------- --------------------
         IT - Domestic                      Complete           In Progress        In Progress        3rd Quarter
         ------------------------------ ------------------ --------------------- --------------- --------------------
         ------------------------------ ------------------ --------------------- --------------- --------------------
         IT - International                    75%             In Progress        In Progress        4th Quarter
         ------------------------------ ------------------ --------------------- --------------- --------------------
         ------------------------------ ------------------ --------------------- --------------- --------------------
         Business Operations                Complete             Complete         In Progress        3rd Quarter
         ------------------------------ ------------------ --------------------- --------------- --------------------
         ------------------------------ ------------------ --------------------- --------------- --------------------
         Embedded                           Complete           In Progress            N/A            4th Quarter
         ------------------------------ ------------------ --------------------- --------------- --------------------
         ------------------------------ ------------------ --------------------- --------------- --------------------
         3rd Party                          Complete        3rd - 4th Quarter         N/A            4th Quarter
</TABLE>
Year 2000 Readiness Report

         The Company made several  acquisitions in 1998 and 1999. It undertook a
comprehensive  due  diligence  examination  that  identified  general  Year 2000
Readiness  issues  for  itself  and  the  companies  it  acquired.  The  Company
formalized  its  efforts by  establishing  a Year 2000  Working  Committee  (the
"Committee") led by its Chief Information  Officer to oversee the integration of
its Year 2000 efforts and to implement the Plan. The Committee includes the CEO,
CFO, General Counsel,  and other Company  executives and outside  consultants as
required.  The Company  engaged  consultants  to complete the  assessment of its
domestic  offices  and to assist in the  assessment  of its major  international
offices.

         The Company's  front office  systems (used for the delivery of services
to clients), both hardware and software, were replaced or significantly upgraded
in 1997 and 1998  and were  manufactured  to be Year  2000  ready  (with  minor,
vendor-identified  problems).  Due to the  release  of new Year 2000  "software"
fixes from  Microsoft,  the  principal  supplier of the  Company's  front office
software,  the Company  currently  expects  that the  process of updating  those
systems  that are not Year 2000 ready will be  performed  in the 3rd  quarter of
1999.

         With some exceptions,  the Company does not employ  significant  custom
programming  in its front office,  work  product,  or back office  systems.  The
Company's  work  product  is  generated  for the  most  part  with  commercially
available statistical,  econometric, word processing,  spreadsheet, database, or
mathematical  software  for which the Company has obtained  Year 2000  Readiness
assurances.  These software  products have been audited and have been or will be
updated where appropriate. In the cases where the Company has supplemented these
commercially  available  softwares  with  custom  programming,  teams  are being
established  to  assess  the  software.  These  situations  do not  represent  a
significant   percentage  of  the  Company's   work  product.   The  Company  is
implementing  a  software  application  to aide  the  monitoring  of  Year  2000
compliance of new work product and to provide a testing mechanism for the re-use
of models,  spreadsheets,  or  databases.  This  application  is a  commercially
available  Year 2000 audit and  remediation  product  specifically  designed for
Microsoft Windows compliant software applications.

         A  conversion  was  undertaken  in 1998 to  replace a  significant  and
non-compliant analytic system (used to service client analysis needs), including
hardware and software,  with a compliant system.  The implementation is complete
and the conversion of active analytic applications will be complete by September
30, 1999.

         Back office systems including financial accounting, project accounting,
fixed asset management,  human resources,  payroll, and conflict management have
been  replaced,  updated with vendor  supplied Year 2000 fixes,  or converted to
compliant versions of the software. The Company has undertaken tests of its back
office  systems and expects these systems to present no material  problem due to
Year 2000 issues.  Certain models of personal  computers have been identified as
non-compliant and will be replaced in 1999. The number of Year 2000 replacements
will not exceed the normal annual personal computer turnover.

         The Company  contacted the vendors of its principal  office  systems in
order to obtain proof of Year 2000  readiness.  The  Company's  material  office
systems include its telephone, communications and networking equipment, security
and facilities systems,  copiers, pagers, voicemail, and faxing systems. Because
the Company is highly decentralized with 21 domestic and international  offices,
it does not  expect  the audit and  remediation  of these  office  systems to be
complete  before  September  30,  1999.  Some  office  systems in the  Company's
international  offices  will not be  corrected  by December  31,  1999,  but the
Company does not expect such systems to materially  affect the Company's ability
to complete its engagements.

Clients


         The Company's  clients include  domestic and  international  companies,
private law firms,  the United States and state,  local and foreign  governments
and  governmental  agencies and  government-owned  enterprises.  The Company has
responded to Year 2000 compliance  surveys from over 50 of its major clients and
shared the readiness  information  disclosed  here.  In April 1999,  the Company
initiated  a survey of a cross  section  of its  largest  clients  (measured  by
revenue  generated  for the  Company  in  1998) to  determine  their  Year  2000
readiness.  The Company plans to survey other clients if  circumstances  warrant
and, where practical, to survey new clients upon new engagements.  To date the
Company has not received responses from all the clients surveyed.  Based on the
responses received, the Company does not beleive that any client failure to
comply with Year 2000 compliance requirements will have a material adverse
effect on it

Material Vendors

         The Company performs analytic work on time sensitive  matters.  Certain
vendors have been identified as critical to implementing the Plan. These vendors
include payroll,  credit,  transportation,  information  resources,  and certain
maintenance  providers of mission critical hardware and software. If one or more
of the Company's principal vendors experiences  significant  business disruption
as a result of the Year 2000 issue,  it could have a material  adverse effect on
the Company's  business,  results of operations  and  financial  condition.  For
example, if the Company's principal suppliers of real-time  electricity data are
not functioning properly, the Company may be unable to perform analytic work for
clients.  Similarly,  if hardware used to perform  modeling  cannot be supported
because of a Year 2000 issue at the vendor, the Company's ability to meet client
demands  for  time  sensitive  analysis  might  be  jeopardized.  The  Committee
continues  to monitor the  Company's  principal  vendors and may need to develop
contingency  plans to replace  those  vendors whose ability to certify Year 2000
readiness is in doubt. The Committee  expects that the process of evaluating and
working with outside vendors will continue into the third and fourth quarters of
1999.

Contingency Planning

         The  Committee  is  developing a  contingency  plan in the event that a
material system or vendor will not be Year 2000 ready by December 31, 1999. This
contingency  plan is  scheduled to be  substantially  complete by the end of the
third  quarter of 1999,  although it will be reviewed and refined  thereafter as
the  Committee  continues to evaluate  the  Company's  systems and vendors.  The
Company is  considering  other  contingency  initiatives  with respect to office
systems, personnel, and new engagements.

Costs

         The Company  budgeted  $300,000 in fiscal  years 1999 and 2000 to cover
the costs of  evaluating  systems,  acquiring  Year 2000  remediation  software,
additional  testing  of  hardware  and  software,  hiring an  outside  Year 2000
consultant and  administrative  costs  associated  with  implementing  the Plan.
Although the Company  believes  this amount will be sufficient to meet the costs
of the Company's Year 2000 readiness efforts, there can be no assurance that the
costs to implement the Plan will not significantly  exceed the Company's current
estimates.  To date,  expenditures for Year 2000 readiness have been nominal and
associated  with the rapid  implementation  of already  planned front office and
back office systems upgrades.

Risks

         At present,  the Company  perceives that its greatest Year 2000 risk is
its dependence on an external  network of information  providers,  vendors,  and
experts to complete its engagements. Even if the Company can satisfy itself that
the systems of its material  suppliers  and partners are Year 2000 ready,  those
suppliers  and partners in turn rely on a myriad of  suppliers to operate  their
businesses.  Year  2000-related  failures  far removed  from the  Company  could
trigger a chain of events that could  materially  harm the  Company's  business.
Certain clients, despite their best efforts, may suffer the effects of Year 2000
failures  of others  and thus  delay,  cancel,  or  substantially  alter work in
progress  resulting  in a  negative  effect on the  operations  of the  Company,
including  the  failure  to  meet  financial  expectations  or the  loss  of key
personnel.  Such a chain of events  could also lead to  litigation  against  the
Company.  The Company also performs work in regions deemed at high risk for Year
2000 disruptions, specifically, Latin America, Eastern Europe, and Asia. Lastly,
the Company  perceives that the stability of technical and critical office staff
is important to the Plan and is considering steps to decrease the risk of losing
critical  resources.  Notwithstanding  these efforts,  there can be no assurance
that Year 2000 problems will not have a material adverse effect on the Company's
business, results of operations, or financial condition.








<PAGE>


                                     PART II

Item 1.  Legal Proceedings

          One of the Company's  subsidiaries,  Apogee Research,  Inc. ("Apogee")
     has  received a subpoena  from the Office of the  Inspector  General of the
     Environmental  Protection  Agency  (the "EPA")  requesting  records for the
     period  from April  1993  through  October  1995  pertaining  to a contract
     between Apogee and the EPA. Apogee has provided  records in response to the
     subpoena. The work under this contract has been completed. The subpoena was
     served in connection with an EPA  investigation  relating to the submission
     of potential false  statements and false claims under the contract.  Hagler
     Bailly is unable  to  determine  at this  time  what  effect,  if any,  the
     investigation will have on its business,  financial condition or results of
     operations.

         The  Company  and its  subsidiaries  are from time to time  parties  to
litigation  arising in the ordinary course of business.  Neither the Company nor
any of its  subsidiaries is a party to any pending  material  litigation nor are
any of them aware of any  pending  or  threatened  litigation  that would have a
material adverse effect on the Company or its business,  financial  condition or
results of operations.

Item 2.  Changes in Securities

          On April 30, 1999, the Company acquired WIEG, a provider of energy and
     environmental policy, for cash and stock. The Company issued 144,210 shares
     of the Company's  common stock to the  shareholders  of WIEG. The shares of
     common stock issued in  connection  with the  acquisition  were exempt from
     registration  pursuant to Section  4[2] of the  Securities  Act of 1933 and
     Regulation D promulgated thereunder.

Item 4. Submission of Matters to a Vote of Security Holders

          At the Company's Annual Meeting of Stockholders  held on May 13, 1999,
     the  stockholders  voted on the (i)  election of three  directors  to serve
     three-year  terms ending at the 2002 Annual Meeting of  Stockholders;  (ii)
     ratification  and  approval  of an  amendment  to the Hagler  Bailly,  Inc.
     Employee Incentive and Non-Qualified Stock Option and Restricted Stock Plan
     (the "Stock Option Plan");  and (iii) the ratification of Ernst & Young LLP
     as independent auditors for the fiscal year ending December 31, 1999.
The voting for each item was as follows:

The Election of Directors
         NAME                             FOR                         WITHHELD
         William E. Dickenson           9,937,397                      626,244
         Robert W. Fri                  9,937,397                      626,244
         Richard H. O'Toole             9,937,397                      626,244

The Ratification of the Amendment to the Stock Option Plan
         FOR                             AGAINST                       ABSTAIN
       9,414,575                         1,147,357                       1,709




         The  Ratification  of  Selection  of Ernst & Young  LLP as  independent
auditors for the fiscal year ending December 31, 1999.

         ------------------- -------------------- -----------------------------
                  FOR                AGAINST                ABSTAIN
         ------------------- -------------------- -----------------------------
         ------------------- -------------------- -----------------------------
                9,653,188           473,806                 436,647
         ------------------- -------------------- -----------------------------



<PAGE>


Item 6. Exhibits and Reports on Form 8-K


(a)      Exhibits

     Exhibit
        No.                                          Description

     2 Sale  Agreement  between  RCG  International,  Inc.,  and  Hagler  Bailly
Consulting, Inc. (1)
     2.1  Agreement  and Plan of Merger by and among Hagler  Bailly,  Inc.,  PHB
Acquisition  Corp. and Putnam,  Hayes and Bartlett,  Inc.,  dated as of June 11,
1998. (5)
     3.1 By-Laws of the Company, as amended. (6)
     3.2 Amended Restated Certificate of Incorporation of the Company. (7)
     4 Specimen Stock Certificates. (1)
     4.1  Registration  Rights  Agreement dated November 18, 1997 by and between
Hagler   Bailly,   Inc.   and   Richard  R.  Mudge,   acting  as   Stockholders'
Representation. (3)
     4.2 Form of Escrow  Agreement  by and among the  Company,  PHB  Acquisition
Corp.,  William E. Dickenson as  Stockholders'  Representative  and State Street
Bank and Trust Company, as Escrow Agent. (5)
     4.3  Registration  Rights  Agreement dated February 23, 1998 by and between
Hagler Bailly, Inc. and Michael J. Beck, acting as Stockholders' Representative.
(9)
     4.4  Registration  Rights  Agreement dated November 17, 1998 by and between
Hagler Bailly, Inc. and the stockholders of Fieldston Publications, Inc. and The
Fieldston Company. (9)
     10.2 Form of Non-Compete, Confidentiality and Registration Rights Agreement
between the Company and each stockholder. (1)
     10.3 Lease by and between Wilson Boulevard  Venture and RCG/Hagler  Bailly,
Inc. dated October 25, 1991. (1)
     10.4 First Amendment to Lease by and between Wilson  Boulevard  Venture and
RCG/Hagler Bailly, Inc., dated February 26, 1993. (1)
     10.5 Second Amendment to Lease by and between Wilson Boulevard  Venture and
RCG/Hagler Bailly, Inc., dated December 12, 1994. (1)
     10.6  Lease  by  and  between  Bresta  Futura  V.B.V.   and  Hagler  Bailly
Consulting, Inc. dated May 8, 1996. (1)
     10.7 Lease by and between L.C.  Fulenwider,  Inc., and  RCG/Hagler  Bailly,
Inc. dated December 14, 1994. (1)
     10.8 Lease by and between  University of Research Park Facilities Corp. and
RCG/Hagler Bailly, Inc., dated April 1, 1995. (1)
     10.9 Credit  Agreement by and between  Hagler Bailly  Consulting,  Inc. and
State Street Bank and Trust Company, dated May 17, 1995. (1)
     10.10   Amendment  to  Credit   Agreement  by  and  between  Hagler  Bailly
Consulting,  Inc. and State Street Bank and Trust Company,  dated as of June 20,
1996. (1)
     10.11 Extension Agreement by and between Hagler Bailly Consulting, Inc. and
State Street Bank and Trust Company, dated as of August 1, 1996. (1)
     10.12   Amendment  to  Credit   Agreement  by  and  between  Hagler  Bailly
Consulting,  Inc. and State Street Bank and Trust Company,  dated as of November
12, 1996. (1)
     10.13 Term Note by and between  Hagler Bailly  Consulting,  Inc., and State
Street Bank and Trust Company, dated May 26, 1995. (1)
     10.14 Revolving Credit Note by and between Hagler Bailly  Consulting,  Inc.
and State Street Bank and Trust Company dated May 26, 1995. (1)
     10.15   Amendment  to  Credit   Agreement  by  and  between  Hagler  Bailly
Consulting,  Inc., and State Street Bank and Trust Company, dated as of June 12,
1997. (1)
     10.16 Credit Agreement by and among Hagler Bailly Consulting,  Inc., Hagler
Bailly  Services,  Inc.  and State  Street Bank and Trust  Company,  dated as of
September 30, 1997. (2)
     10.17 Promissory Note by Hagler Bailly  Consulting,  Inc. and Hagler Bailly
Services, Inc. to State Street Bank and Trust Company, dated September 30, 1997.
(2)
     10.18 Security Agreement by and between Hagler Bailly Consulting,  Inc. and
State Street Bank and Trust Company, dated as of September 30, 1997. (2)
     10.19 Security  Agreement by and between Hagler Bailly  Services,  Inc. and
State Street Bank and Trust Company, dated as of September 30, 1997. (2)
     10.20  Guaranties  by Hagler  Bailly,  Inc. to State  Street Bank and Trust
Company, dated September 30, 1997. (2)
     10.21  Guaranties  by HB  Capital,  Inc.  to State  Street  Bank and  Trust
Company, dated September 30, 1997. (2)
     10.22  Subordination  Agreement and Negative  Pledge/Sale  Agreement by and
between Hagler  Bailly,  Inc. and State Street Bank and Trust Company for Hagler
Bailly Consulting, Inc., dated September 30, 1997. (2)
     10.23  Subordination  Agreement and Negative  Pledge/Sale  Agreement by and
between Hagler  Bailly,  Inc. and State Street Bank and Trust Company for Hagler
Bailly Services, Inc., dated September 30, 1997. (2)
     10.24 Guaranty of Monetary  Obligations  to Bresta Futura V.B.V.  by Hagler
Bailly, Inc., dated July 23, 1997. (2)
     10.25   Amendment  to  Credit   Agreement  by  and  between  Hagler  Bailly
Consulting, Inc. and State Street Bank and Trust Company dated May 18, 1998. (6)
     10.26  Sublease  Agreement by and between  Coopers and Lybrand  L.L.P.  and
Hagler Bailly, Inc. dated December 5, 1997. (6)
     10.27 Employment  Agreement between the Company and Henri-Claude A. Bailly,
dated August 27, 1998. (7)
     10.28  Employment  Agreement  between the Company and William E. Dickenson,
dated August 27, 1998. (7)
     10.29  Employment  Agreement  between  the Company and Howard W. Pifer III,
dated June 10, 1998. (7)
     10.30  Amended and Restated  Hagler  Bailly,  Inc.  Employee  Incentive and
Non-Qualified Stock Option and Restricted Stock Plan.
     10.31 Credit  Agreement by and between Hagler Bailly,  Inc. and The Lenders
From Time to Time a Party  thereto,  as Lenders  and  NationsBank,  N.A.,  dated
November 20, 1998. (8)
     10.32  Revolving Note by and between Hagler Bailly,  Inc. and  NationsBank,
N.A., dated November 20, 1998. (8)
     10.33 Swing Line Note by and between Hagler Bailly,  Inc. and  NationsBank,
N.A., dated November 20, 1998. (8)
     10.34  Subsidiary  Guarantee by and among  Hagler  Bailly  Services,  Inc.,
Hagler Bailly  Consulting,  Inc., HB Capital,  Inc.,  Putnam,  Hayes & Bartlett,
Inc.,  TB&A Group,  Inc.,  Theodore  Barry &  Associates,  Private  Label Energy
Services,  Inc.,  Fieldston  Publications,  Inc. and  NationsBank,  N.A.,  dated
November 20, 1998.                      (8)
     10.35 Form of Security  Agreement by and between  Hagler  Bailly,  Inc. and
NationsBank, N.A., dated November 20, 1998. (8)
     10.36 Security Agreement by and between Hagler Bailly Consulting,  Inc. and
NationsBank, N.A., dated November 20, 1998. (8)
     10.37 Security  Agreement by and between Hagler Bailly  Services,  Inc. and
NationsBank, N.A., dated November 20, 1998. (8)
     10.38 Security  Agreement by and between HB Capital,  Inc. and NationsBank,
N.A., dated November 20, 1998. (8)
     10.39 Security Agreement by and between Putnam, Hayes & Bartlett,  Inc. and
NationsBank, N.A., dated November 20, 1998. (8)
     10.40 Security  Agreement by and between TB&A Group,  Inc. and NationsBank,
N.A., dated November 20, 1998. (8)
     10.41  Security  Agreement by and between  Theodore  Barry & Associates and
NationsBank, N.A., dated November 20, 1998. (8)
     10.42  Security  Agreement  by and  between  PHB Hagler  Bailly,  Inc.  and
NationsBank, N.A., dated February 22, 1999. (8)
     10.43 Security Agreement by and between Private Label Energy Services, Inc.
and NationsBank, N.A., dated November 20, 1998. (8)
     10.44 Security  Agreement by and between Fieldston  Publications,  Inc. and
NationsBank, N.A., dated November 20, 1998. (8)
     10.45 Lease by and between  One  Memorial  Drive  Limited  Partnership  and
Putnam, Hayes & Bartlett, Inc. dated January 1, 1998. (8)
     10.46 Lease by and between  George H.  Beuchert,  Jr.,  Trustee,  Thomas J.
Egan, Trustee,  Oliver T. Carr, Jr., Trustee,  William Joseph H. Smith, Trustee,
and the Kiplinger  Washington  Editors,  Inc.,  Trustee,  acting collectively as
trustee on behalf of the beneficial  owner, The Greystone Square 127 Associates,
and Putnam, Hayes & Bartlett, Inc. dated March 31, 1997. (8)
     10.47 First Amendment to Lease by and between  Greystone Square 127 Limited
Liability Company, as successor in interest collectively to The Greystone Square
127  Associates,  and  George  H.  Beuchert,  Jr.,  Trustee,  and The  Kiplinger
Washington Editors,  Inc., Trustee, the owners of record who held legal title to
the Building as trustees on behalf of the Greystone  Square 127 Associates,  the
former beneficial  owners of the Building,  and Putnam,  Hayes & Bartlett,  Inc.
dated February 10, 1998. (8)
     10.48  Employment  agreement  between  Hagler Bailly  Consulting,  Inc. and
Jasjeet S. Cheema, dated February 2, 1998. (9)
     10.49 First amendment to revolving credit agreement  between Hagler Bailly,
Inc, the lenders from time to time a party thereto, as lenders, and NationsBank,
N.A., dated as of March 22, 1999. (9)


     24 Powers of Attorney (included on Signature Pages) (1)
     27.1 Financial Data Schedule - June 30, 1999


--------------------------------------------------------------------------------
(1)  Included in the Company's  Registration Statement on Form S-1 filed on July
     1, 1997 (No. 333-22207) and incorporated herein by reference thereto.
(2)  Included  in the  Company's  Quarterly  Report on Form 10-Q for the quarter
     ended  September  30,  1997,  filed on November  14, 1997 and  incorporated
     herein by reference thereto.
(3)  Included in the Company's  Current Report on Form 8-K filed on December 16,
     1997 and incorporated herein by reference thereto.
(4)  Included  in the  Company's  Annual  Report on Form 10-K for the year ended
     December  31,  1997,  filed on March 31,  1998 and  incorporated  herein by
     reference thereto.
(5)  Included  in  the  Company's   Proxy   Statement  for  Special  Meeting  of
     Stockholders  dated July 24, 1998 on Form DEFS 14A and incorporated  herein
     by reference thereto.
(6)  Included  in the  Company's  Quarterly  Report on Form 10-Q for the quarter
     ended June 30, 1998,  filed on August 14, 1998 and  incorporated  herein by
     reference thereto.
(7)  Included  in the  Company's  Quarterly  Report on Form 10-Q for the quarter
     ended  September  30,  1998,  filed on November  13, 1998 and  incorporated
     herein by reference thereto.
(8)  Included  in the  Company's  Annual  Report on Form 10-K for the year ended
     December  31,  1998,  filed on March 31,  1998 and  incorporated  herein by
     reference thereto.
(9)  Included in Company's  Quarterly  Report on Form 10-Q for the quarter ended
     March 31, 1999, and incorporated herein by reference thereto.

(b)  Reports on Form 8-K
         None.




<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.


                            /s/ William E. Dickenson
                            ----------------------------------------------------
Date:  August 10, 1999      William E. Dickenson
                            President, Chief Executive Officer
                            Chairman of the Board


                           /s/ Glenn J. Dozier
                           -----------------------------------------------------
 Date: August 10,  1999    Glenn J. Dozier
                           Senior Vice President, Chief Financial Officer,
                           Treasurer and Secretary