SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


--------------------------------------------------------------------------------
                                    FORM 10-Q

[X]QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 1998

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


--------------------------------------------------------------------------------
                               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. [X] Yes[ ]No

As of April 29, 1998, the  Registrant  had 8,884,291  shares of its common stock
outstanding.



<PAGE>




                                TABLE OF CONTENTS


                                     PART I


ITEM 1.  FINANCIAL STATEMENTS...............................................1


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............................5



                                     PART II

ITEM 1.  LEGAL PROCEEDINGS..................................................8


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS..........................8


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................10


SIGNATURES.................................................................13






<PAGE>




                                     PART I
Item 1.  Financial Statements

                               Hagler Bailly, Inc.
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                                         March 31,         December 31,
                                                                                           1998                1997
                                                                                           ----                ----
<S>                                                                                   <C>                   <C>
                                                                                        (unaudited)           (note)
Assets
Current assets:
      Cash and cash equivalents                                                        $      2,995,236     $    3,960,598
      Investments                                                                             2,191,774          6,551,446
      Accounts receivable, net                                                               34,148,980         31,795,425
      Note receivable                                                                         1,000,000          1,000,000
      Prepaid expenses                                                                        2,418,685            719,914
      Other current assets                                                                    1,907,375          1,867,444
                                                                                    ---------------------------------------
Total current assets                                                                         44,662,050         45,894,827
Property and equipment, net                                                                   2,648,809          2,852,679
Software development costs, net                                                               2,379,841          2,463,174
Intangible assets, net                                                                        7,182,177          6,925,960
Other assets                                                                                    962,390          1,279,466
                                                                                                
Deferred income taxes                                                                                 -            601,002
                                                                                                      
                                                                                    ---------------------------------------
Total assets                                                                                 57,835,267         60,017,108
                                                                                    =======================================

Liabilities and stockholders' equity Current liabilities:
      Bank line of credit                                                                     2,640,000                  -
                                                                                                                         
      Accounts payable and accrued expenses                                                   3,128,257          4,166,123
      Accrued compensation and benefits                                                       1,223,671          5,096,818
      Billings in excess of cost                                                              1,325,769          1,757,208
      Notes payable                                                                             485,838            800,417
                                                                                                
      Deferred income taxes                                                                     471,964          1,495,792
                                                                                                
      Income taxes payable                                                                      953,067          1,839,794
                                                                                                
                                                                                    ---------------------------------------
Total current liabilities                                                                    10,228,566         15,156,152
Deferred income taxes                                                                         1,125,083                  -
Long-term debt, net of current portion
                                                                                                142,723                  -
                                                                                    ---------------------------------------
Total liabilities                                                                            11,496,372         15,156,152

Stockholders' equity:
      Preferred stock, $.01 par value, 5,000,000 shares authorized,
        none issued and outstanding
                                                                                                      -                  -
      Common stock, $0.01 par value, 20,000,000 shares authorized, 8,884,241 and
        8,867,843 issued and outstanding in 1998 and 1997
                                                                                                 88,842             88,677
      Additional paid-in capital                                                             41,418,649         41,396,385
      Retained earnings (deficit)                                                             4,973,909          3,375,894
      Foreign currency fluctuation
                                                                                              (142,505)                  -
                                                                                    ---------------------------------------
Total stockholders equity                                                                    46,338,895         44,860,956
                                                                                    ---------------------------------------
Total liabilities and stockholders' equity                                             $     57,835,267      $  60,017,108
                                                                                    =======================================

Note:  The balance  sheet at December 31, 1997 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements. See accompanying notes.

</TABLE>


<TABLE>
<CAPTION>

                               Hagler Bailly, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                                                Three months ended
                                                                                     March 31,
                                                                            1998                  1997
          <S>                                                              <C>               <C>
                                                                       ----------------      ----------------
           Revenues
            Consulting revenues                                            $22,327,078           $20,884,430
            Other revenues                                                   1,315,142               242,811
                                                                       ----------------      ----------------
          Total revenues                                                    23,642,220            21,127,241
          Cost of services                                                  18,754,380            16,310,494
                                                                       ----------------      ----------------
          Gross profit                                                       4,887,840             4,816,747
          Merger related costs                                                 367,258                     -
                                                                                                           
          Selling, general and administrative expenses                       1,935,430             2,506,649
          Stock and stock option compensation
                                                                                     -                64,869
                                                                       ----------------      ----------------
          Income from operations                                             2,585,152             2,245,229
                                                                       ----------------      ----------------

          Other (income) expense                                              (34,289)               296,048
                                                                              
                                                                       ----------------      ----------------
          Income before income tax expense                                   2,619,441             1,949,181
          Income tax expense                                                 1,021,426               761,049
                                                                       ----------------      ----------------
          Net income                                                      $  1,598,015          $  1,188,132
                                                                       ================      ================

          Other comprehensive income
            Foreign currency translation adjustment, net
              of $55,577 tax
                                                                              (86,928)                     -
                                                                       ----------------      ----------------
          Comprehensive income                                            $  1,511,087          $  1,188,132
                                                                       ================      ================

          Net income per share:
            Basic                                                                $0.18                 $0.20
                                                                       ================      ================
            Diluted                                                              $0.17                 $0.17
                                                                       ================      ================
          Weighted average shares outstanding:
            Basic                                                            8,869,844             5,955,746
                                                                       ================      ================
            Diluted                                                          9,681,251             7,063,846
                                                                       ================      ================


</TABLE>
                             See accompanying notes.

<PAGE>


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

                                                                                    Three months ended
                                                                                         March 31,
                                                                                 1998                 1997
<S>                                                                              <C>                <C>
                                                                                 ----                 ----
Operating activities
Net income                                                                        $1,598,015        $  1,188,132
Adjustments to reconcile net income to net cash used in
operating activities:
             Depreciation and amortization                                           568,168             815,866

             Provision for deferred taxes                                            702,257             573,262

             Provision for possible losses                                            39,929             184,665

             Amortization of deferred stock compensation                                   -              64,869

             Changes in operating assets and liabilities
                         Accounts receivable                                     (2,393,484)          (3,742,029)

                         Prepaid expenses                                        (1,698,771)             (76,018)

                         Other current assets                                       (39,931)            (813,997)

                         Other assets                                                317,076            (715,366)
                         Accounts payable and accrued expenses                   (1,037,866)            2,018,020
                         Accrued compensation and benefits                       (3,873,147)            (541,399)

                         Billings in excess                                        (431,439)            (249,644)

                         Income taxes payable                                      (886,727)             153,183
                                                                                 -----------          ----------
Net cash used in operating activities                                            (7,135,920)          (1,140,456)


Investing activities
Sale of investments                                                               4,359,672                   -
Purchase of investments                                                                    -           (169,397)

Investment in stock of subsidiaries                                                (440,000)           (149,515)

Acquisition of property and equipment                                               (97,182)           (596,941)
                                                                                  -----------         ----------
Net cash provided by (used in) investing activities                                3,822,490           (915,853)


Financing activities
Issuance of common stock                                                              22,429             125,575

Net borrowings from bank line of credit                                            2,640,000           2,350,000

Proceeds from long-term debt                                                         142,723                   -
Principal payments on debt                                                          (314,579)          (1,072,645)
                                                                                   ---------         -----------
Net cash provided by financing activities                                          2,490,573           1,402,930


Net decrease in cash and cash equivalents                                          (822,857)            (653,379)

Foreign currency gain/loss                                                         (142,505)                   -
Cash and cash equivalents, beginning of period                                    3,960,598            2,009,343
                                                                            -----------------   -----------------
Cash and cash equivalents, end of period                                          $2,995,236          $1,355,964
                                                                           ==================   =================


</TABLE>
                                              See accompanying notes.


<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, 1998.

         As a result of the pooling of  interests  transaction  completed in the
first  quarter,  as  described  in  Note 3  below,  all  consolidated  financial
statements  and related  schedules  presented  for the three month  period ended
March 31,  1998 and 1997 and as of  December  31,  1997 have  been  restated  to
include the results of  operations  and financial  position of TB&A Group,  Inc.
These  financial  statements  should be read in  conjunction  with the Company's
audited  consolidated  financial statements and notes thereto for the year ended
December 31, 1997, included in the Form 10-K.

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.

Note 3. Pooling of Interests

         On February 23, 1998,  the Company  completed  the merger of one of its
wholly-owned subsidiaries with TB&A Group, Inc. and its wholly-owned subsidiary,
Theodore Barry & Associates  (collectively  "TB&A").  The Company issued 454,994
shares of its  common  stock in  connection  with the  merger and the merger was
accounted for as a pooling of interests.  Accordingly,  the Company's  financial
statements  have been  restated  to include  the results of TB&A for all periods
presented.



<PAGE>


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, 1997.

      The Company,  together with its  wholly-owned  subsidiaries  Hagler Bailly
Services,  Inc.,  Hagler  Bailly  Consulting,  Inc.,  HB Capital,  Inc.,  Apogee
Research,  Inc. and as of February 23,  1998,  TB&A,  and several of its foreign
wholly-owned subsidiaries,  is a worldwide provider of consulting,  research and
other   professional   services  to  corporations  and  governments  on  energy,
telecommunications,  transportation  and the  environment.  The  Company  offers
corporate clients strategy and business operations consulting,  economic counsel
and  litigation  support,  market  research  and  survey  analysis,  information
technology,  and financial  advisory  services.  It also advises  governments on
energy,  telecommunication,   transportation,  water  and  environmental  public
policy.

      In accordance with FASB Statement No. 131,  "Disclosure  about Segments of
an Enterprise",  and in anticipation of the Company's "Other revenues"  category
developing  into a  reportable  operating  segment,  the Company has  segregated
revenues into "Consulting  revenues" and "Other revenues".  Consulting  revenues
represent  revenues  associated  with  professional  staff,  subcontractors  and
independent  consultants and client  reimbursable  expenses  associated with the
Company's   primary   business.   Other  revenues  include  those  derived  from
information products and financial advisory services.  Prior to this change, the
Company reported "Consulting revenues" and "Subcontractor and other revenues".

Results of Operations

         Revenues.  Revenues  increased  11.9% to $23.6  million in the  quarter
ended March 31, 1998 from $21.1  million in the  quarter  ended March 31,  1997.
Consulting  revenues  increased 6.9% to $22.3 million in the quarter ended March
31, 1998 compared to $20.9 million in the  comparable  period in 1997  primarily
due to increased client demand and increased  capacity from the Company's recent
mergers.  However,  overall growth rate was constrained by management's focus on
merger  and  acquisition-related   activities  and  the  strategy  of  deploying
core-consulting staff to create and initiate sales of information-based products
and services.

         Cost of Services. Cost of services increased 15.0% to $18.8 million for
the quarter  ended March 31, 1998 from $16.3 million for the quarter ended March
31,  1997.  Cost of services  generally  increased  in  proportion  to the 11.9%
increase in revenue. This is also attributable to the increased costs associated
with the overall  decrease in  utilization  rates due to  management's  focus on
mergers and  acquisitions,  the  marketing of software  products,  and increased
staffing of high-level  consultants in anticipation  of business  development in
the private sector.

         Gross  Profit.  Gross  profit  increased  1.5% to $4.9  million for the
quarter  ended March 31, 1998 from $4.8 million for the quarter  ended March 31,
1997 due to the increased revenue.  Gross profit as a percentage of revenues was
20.7% for the first quarter of 1998 as compared to 22.8% in the first quarter of
1997,  which is the  result  of the  relative  increase  in  costs  of  services
mentioned above and the deployment of core consulting staff mentioned above.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative expenses ("SG&A") decreased to $1.9 million for the quarter ended
March 31,  1998  compared to $2.5  million for the quarter  ended March 31, 1997
period,  due primarily to the preparation of and management focus on the Initial
Public  Offering  ("IPO")  occurring  in 1997  and  the  delay  in 1998  planned
marketing efforts.

         Income from Operations. Income from operations was $2.6 million for the
quarter  ended March 31, 1998  compared  to $2.2  million for the quarter  ended
March 31, 1997.  This increase in income from operations is primarily due to the
decrease in SG&A expenses detailed above.

         Other  (Income)  Expense.  Other (income)  expense was $(0.03)  million
income for the quarter  ended March 31,  1998 and $0.3  million  expense for the
quarter  ended  March 31,  1997.  The net change is due to the  interest  income
earned from the investment of IPO funds and the reduction of the Company's debt.

         Income Tax Expense. Income tax expense was $1.0 million for the quarter
ended March 31, 1998  compared to $0.8  million for the quarter  ended March 31,
1997.  For the  quarters  ended  March 31, 1998 and 1997 income tax expense as a
percentage of income before income tax expense was 39.0%.

Net  Income.  Net income for the quarter  ended March 31, 1998 was $1.6  million
compared to $1.2 million for the quarter  ended March 31, 1997.  Net income as a
percentage of revenues increased to 6.8% from 5.6% or 21.4% over the same period
in the prior year. Liquidity and Capital Resources

         At March 31,  1998 and  December  31,  1997,  the  Company  had working
capital of $34.4 million and $30.7  million,  respectively.  Working  capital at
March 31, 1998  represents  an decrease of $3.7 million from  December 31, 1997.
The  decrease in 1998 is primarily  due to the use of the net proceeds  received
from the IPO of the  Company's  common  stock,  the  internal  financing  of the
Company's  continued  growth,  and  increased  internal  investments  in product
development and infrastructure.

         Net cash used in  operations  consisted  primarily  of net income  plus
elements of cash flows  related to  accounts  receivable  and related  billings,
accounts payable and accrued compensation  adjusted for non-cash items including
depreciation and provision for possible  losses.  The use of funds in operations
of $7.1 million for the quarter ended March 31, 1998 can primarily be attributed
to the payment of bonuses, the funding of the profit sharing and 401(K) matching
plans, and the growth in accounts receivable.

         Investment activities provided the Company with $3.8 million and ($0.9)
million for the quarters ended March 31, 1998 and 1997, respectively. Investment
expenditures  for the quarter ended 1998 have  primarily been the use of the IPO
proceeds to fund the increase in working  capital needs,  merger and acquisition
related activities,  software development,  capital expenditures for information
technology and other resources necessary for the growth of the Company.

         Financing  activities  provided  $2.5  million and $1.4 million for the
quarters  ended March 31, 1998 and 1997,  respectively.  The funds were provided
primarily through the use of the Company's credit facility.

         Prior to the IPO, the  Company's  primary  source of liquidity has been
cash flows from operations, periodically supplemented by borrowings under a bank
line of credit.  During the year, ended December 31, 1997, the Company,  through
two of its subsidiaries, established a new $15 million revolving credit facility
and began  borrowing  under the  facility.  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
operations throughout the next 12 months and in the foreseeable future.

         The Company, depending on market conditions, may consider other sources
of financing,  including equity  financing.  Pending such uses, the net proceeds
will be invested in short-term,  interest-bearing  investment grade  securities.
The Company  currently  anticipates  that it will retain all of its earnings for
development of the Company's  business and does not  anticipate  paying any cash
dividends in the foreseeable future.

Year 2000

         The Company  relies on software  technology to deliver its services and
has taken action to evaluate the nature and extent of the work  required to make
its systems and infrastructure "Year 2000" compliant.  The Company believes this
will  not have a  material  impact  on its  financial  position  or  results  of
operations.


                                     PART II

Item 1.  Legal Proceedings

         The  Company's  indirect   subsidiary,   Theodore  Barry  &  Associates
("Theodore  Barry"),  is a defendant in a lawsuit  brought in the United  States
District  Court for the  Northern  District  of  Illinois,  Michael  A. Laros v.
Theodore  Barry &  Associates,  No.  95-C4175,  by one of its former  executives
seeking payment of a bonus and salary allegedly due him and payment of principal
and interest on a subordinated note of Theodore Barry  prejudgment  interest and
costs and fees.  Theodore  Barry is  defending  the suit.  The Company  does not
believe  that this  lawsuit  will  result in a  material  adverse  effect 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.


Item 2.  Changes in Securities and Use of Proceeds

         On February 23, 1998,  the Company  completed  the merger of its wholly
owned subsidiary,  Hagler Bailly Acquisition Corp. 1998-1 with and into TB&A and
issued 454,994 shares of its common stock in connection therewith. The shares of
common  stock  issued in  connection  with this  transaction  were  exempt  from
registration  pursuant to Rule 506 of the Securities  and Exchange  Commission's
Regulation D and Section 4(2) of the Securities Act of 1933.

         The table below sets forth information about the exercise of options by
certain officers of the Company.
<TABLE>
<CAPTION>

Number of Options Exercised                Date of Exercise           Exercise Price        Title of Security
---------------------------                ----------------           --------------        -----------------
<S>             <C>                           <C>                         <C>               <C>
                15,000                         03/27/98                   $0.18             Common Stock
                 1,446                         01/08/98                   $0.18             Common Stock
                 3,350                         12/31/97                   $0.16             Common Stock
                17,000                         12/22/97                   $0.18             Common Stock

</TABLE>

         The Shares of common stock issued in connection with these transactions
were exempt from  registration  pursuant to Section  4(2) of  Securities  Act of
1933.

Use of Proceeds of Initial Public Offering

Effective Date of Company's Registration Statement: July 2, 1997
Commission File Number: 333-22207
Date Initial Public Offering Commenced: July 2, 1997
Date Initial Public Offering Terminated: Not Applicable
Names of Managing Underwriters: Donaldson, Lufkin & Jenrette
Montgomery Securities
Title of Class of Securities Registered: Common Stock

The following  table sets forth the Company use of the proceeds from its IPO for
the period from July 2, 1997 through March 31,1998.

<TABLE>
<CAPTION>
           <S>                                                                                 <C>

           Price to Public                                                                     $44,100,000
           Underwriting Discounts and Commission                                               (3,087,000)
           Proceeds to Selling Stockholders                                                    (8,463,000)
           ========================================================== =====================================
           Initial Net Offering Proceeds to the Company                                        $32,550,000

           Internal Costs of IPO                                                               (2,215,000)
           Repayment of Indebtedness                                                          (12,500,000)
           Software Product Development                                                        (2,400,000)
           Increase in Working Capital Needs                                                  (10,235,000)
           Strategic Investments                                                               (1,000,000)
           Mergers & Acquisitions                                                              (1,000,000)
           Leasehold Improvements                                                                (300,000)
           Investment in Technology Infrastructure                                               (700,000)
           Recapture of Cash Basis Deferred Taxes                                              (2,200,000)
           ========================================================== =====================================
           Balance                                                                                      $0
</TABLE>


         None of the  expenses  of the  IPO  consisted  of  direct  or  indirect
payments to (i) directors or officers of the Company or their  associates,  (ii)
persons  owning ten (10%)  percent or more of any class of equity  securities of
the Company or (iii) affiliates of the Company.



<PAGE>



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

(a)      Exhibits
<TABLE>
<CAPTION>

     Exhibit
        No.                                          Description
        <S>          <C>
        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.,  Hagler  Bailly  Acquisition
                     Corp. 1997-1 and Apogee Research, Inc., dated as of November 18, 1997. (5)
        3.1          Amended and Restated Certificate of Incorporation of the Company (1)
        3.2          By-Laws of the Company (1)
        4            Specimen Stock Certificates (2)
        4.1          Escrow  Agreement  dated  December 1, 1997 by and among Hagler  Bailly,  Inc.,  Hagler  Bailly
                     Acquisition Corp.  1997-1,  Richard R. Mudge as Stockholders'  Representative and State Street
                     Bank and Trust Company, as Escrow Agent. (5)
        4.2          Registration  Rights Agreement dated November 18, 1997 by and between Hagler Bailly,  Inc. and
                     Richard R. Mudge, acting as Stockholders' Representation. (5)
        10.1         Hagler  Bailly,  Inc.  Amended and Restated 1996 Employee  Incentive and  Non-Qualified  Stock
                     Option and Restricted Stock Plan (including forms of option agreements). (1)
        10.2         Form of Non-Compete,  Confidentiality  and Registration  Rights Agreement  between the Company
                     and each stockholder. (1)
        10.3         Form of Amended and Restated  Employment  Agreement  between the Company and  Henri-Claude  A.
                     Bailly. (2)
        10.4         Lease by and between Wilson Boulevard  Venture and RCG/Hagler  Bailly,  Inc. dated October 25,
                     1991. (1)
        10.5         First  Amendment  to Lease by and between  Wilson  Boulevard  Venture and  RCG/Hagler  Bailly,
                     Inc., dated February 26, 1993. (1)
        10.6         Second  Amendment to Lease by and between  Wilson  Boulevard  Venture and  RCG/Hagler  Bailly,
                     Inc., dated December 12, 1994. (1)
        10.7         Lease by and between  Bresta Futura V.B.V.  and Hagler Bailly  Consulting,  Inc.  dated May 8,
                     1996. (1)
        10.8         Lease by and between L.C.  Fulenwider,  Inc., and RCG/Hagler  Bailly,  Inc. dated December 14,
                     1994. (1)
        10.9         Lease by and between  University of Research Park  Facilities  Corp.  and  RCG/Hagler  Bailly,
                     Inc., dated April 1, 1995. (2)
        10.10        Credit  Agreement  by and between  Hagler  Bailly  Consulting,  Inc. and State Street Bank and
                     Trust Company, dated May 17, 1995. (1)
        10.11        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)
        10.12        Extension  Agreement by and between Hagler Bailly  Consulting,  Inc. and State Street Bank and
                     Trust Company, dated as of August 1, 1996. (1)
        10.13        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)
        10.14        Term Note by and between  Hagler  Bailly  Consulting,  Inc.,  and State  Street Bank and Trust
                     Company, dated May 26, 1995. (1)
        10.15        Revolving  Credit Note by and between  Hagler  Bailly  Consulting,  Inc. and State Street Bank
                     and Trust Company, dated May 26, 1995. (3)
        10.16        Amendment  to Credit  Agreement  by and between  Hagler  Bailly  Consulting,  Inc.,  and State
                     Street Bank and Trust Company, dated as of June 12, 1997. (3)
        10.17        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. (4)
        10.18        Promissory Note by Hagler Bailly  Consulting,  Inc. and Hagler Bailly Services,  Inc. to State
                     Street Bank and Trust Company, dated September 30, 1997. (4)
        10.19        Security  Agreement by and between  Hagler Bailly  Consulting,  Inc. and State Street Bank and
                     Trust Company, dated as of September 30, 1997. (4)
        10.20        Security  Agreement  by and between  Hagler  Bailly  Services,  Inc. and State Street Bank and
                     Trust Company, dated as of September 30, 1997. (4)
        10.21        Guaranties by Hagler  Bailly,  Inc. to State Street Bank and Trust  Company,  dated  September
                     30, 1997. (4)
        10.22        Guaranties by HB Capital,  Inc. to State Street Bank and Trust  Company,  dated  September 30,
                     1997. (4)
        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  Consulting,  Inc.,  dated
                     September 30, 1997. (4)
        10.24        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. (4)
        10.25        Guaranty of Monetary  Obligations to Bresta Futura V.B.V. by Hagler Bailly,  Inc.,  dated July
                     23, 1997. (4)
        21           Subsidiaries (6)
        24           Powers of Attorney (included on Signature Pages) (1)
        27.1         Financial Data Schedule - March 31, 1998
        27.2         Restated Financial Data Schedule - December 31, 1997
        27.3         Restated Financial Data Schedule - September 30, 1997
        27.4         Restated Financial Data Schedule - March 31, 1997
        27.5         Restated Financial Data Schedule - December 31, 1996

-------------------------------------------------------------------------------------------------------------------
<FN>
         (1)         Included in Amendment  No.1 to the  Company's  Registration
                     Statement as Form S-1 (No. 333-22207) filed with Securities
                     and Exchange Commission on May 21, 1997.
         (2)         Included in Amendment  No.2 to the  Company's  Registration
                     Statement   Form  S-1  (No.   333-22207)   filed  with  the
                     Securities and Exchange Commission on June 12, 1997.
         (3)         Included in Amendment No. 3 to the  Company's  Registration
                     Statement  on Form  S-1  (No.  333-22207)  filed  with  the
                     Securities and Exchange Commission on July 1, 1997.
         (4)         Included  in the  Company's  Quarterly  Report on Form 10-Q
                     filed with the Securities  and Exchange  Commission for the
                     quarter ended September 30, 1997, on November 14, 1997.
         (5)         Included in the Company's  Current Report on Form 8-K filed
                     with the Securities and Exchange Commission on December 16,
                     1998.
         (6)         Included in the Company's  Annual Report on Form 10-K filed
                     with the  Securities  and Exchange  Commission on March 31,
                     1998.
</FN>
</TABLE>


(b)      Reports on Form 8-K

         On March 10,  1998,  the  Company  filed a current  report on Form 8-K,
concerning the merger of one of the Company's wholly-owned subsidiaries with and
into TB&A Group, Inc.




<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/ Henri-Claude Bailly
                                     -------------------------------------------
Date:  May 15, 1998                  Henri-Claude Bailly
                                     President, Chief Executive Officer and
                                     Chairman of the Board


                                     /s/ Daniel M. Rouse
                                     -------------------------------------------
Date: May 15, 1998                   Daniel M. Rouse
                                     Vice President, Chief Financial Officer
                                     and Treasurer