<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ____________ August 31, 1999 ____________________

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to ____________________________

Commission file number   0-17882

                     GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

<S>                                                         <C>
           Delaware                                         04-3051642
           --------                                         ----------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)
</TABLE>


           320 Needham Street, Newton Upper Falls, Massachusetts 02464
           -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (617) 969-0050
                                 --------------
              (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 for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X       No
    ---         ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Number of Shares of Common Stock outstanding at September 30, 1999   4,138,923
                                                                    ----------



<PAGE>   2


              GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>         <C>                                                                           <C>
PART I      FINANCIAL INFORMATION

Item 1      Financial Statements

-           Consolidated Balance Sheets -
            August 31, 1999 (unaudited) and February 28, 1999                                3

-           Consolidated Statements of Operations and Comprehensive Income - (unaudited)
            Three and Six Months Ended August 31, 1999 and 1998                              4

-           Consolidated Statements of Cash Flows - (unaudited)
            Six Months Ended August 31, 1999 and 1998                                        5

-           Notes to Consolidated Financial Statements - (unaudited)                       6-7

Item 2      Management's Discussion and Analysis of Financial
            Condition and Results of Operations                                           8-12


PART II     OTHER INFORMATION

Item 1      Legal Proceedings                                                               13

Item 4      Submission of Matters to a Vote of Security Holders                             13

Item 6      Exhibits and Reports on Form 8-K                                                14

SIGNATURES                                                                                  15
</TABLE>

                                       2

<PAGE>   3

PART 1:  FINANCIAL INFORMATION
  ITEM 1:  FINANCIAL STATEMENTS

              GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                 AUGUST 31, 1999   FEBRUARY 28, 1999
                                                                                 ---------------   -----------------
                                                                                    (UNAUDITED)
<S>                                                                                <C>                <C>
                                     ASSETS
Current assets:
      Cash and cash equivalents                                                    $  2,577,000       $    894,000
      Available-for-sale securities                                                   3,863,000          3,837,000
      Accounts receivable, net                                                       13,125,000         13,503,000
      Costs and estimated earnings in excess of billings on
            uncompleted contracts, net                                                5,715,000          8,018,000
      Prepaid expenses and other current assets                                         227,000            149,000
      Refundable income taxes                                                           117,000                 --
      Deferred income taxes                                                           1,415,000          1,450,000
                                                                                   ------------       ------------
                Total current assets                                                 27,039,000         27,851,000
Property and equipment, net                                                           5,843,000          5,901,000
Other assets, net                                                                     1,850,000          1,505,000
                                                                                   ------------       ------------
                Total assets                                                       $ 34,732,000       $ 35,257,000
                                                                                   ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Note payable                                                                 $         --       $         --
      Accounts payable, trade                                                         2,256,000          4,776,000
      Accrued payroll and expenses                                                    4,707,000          3,900,000
      Billings in excess of costs and estimated earnings
            on uncompleted contracts                                                  2,116,000          1,313,000
      Income taxes payable                                                                   --            311,000
                                                                                   ------------       ------------
                Total current liabilities                                             9,079,000         10,300,000
Deferred income taxes                                                                   890,000            816,000
Commitments and contingencies

Stockholders' equity:
      Preferred stock, $.01 par value; authorized - 1,000,000 shares;
            issued and outstanding - none
      Common stock, $.01 par value; authorized - 14,000,000 shares;
            issued and outstanding (including treasury shares) - 4,135,951 at
            August 31, 1999 and 4,078,104 at February 28, 1999                           41,000             41,000
      Capital in excess of par value                                                 14,847,000         14,650,000
      Accumulated other comprehensive (loss)                                            (49,000)           (10,000)
      Retained earnings                                                              12,366,000         11,902,000
                                                                                   ------------       ------------
                Subtotal                                                             27,205,000         26,583,000
      Less:  Common stock held in treasury, at cost (500,000 shares at
            August 31, 1999 and February 28, 1999)                                   (2,442,000)        (2,442,000)
                                                                                   ------------       ------------
                Total liabilities and stockholders' equity                         $ 34,732,000       $ 35,257,000
                                                                                   ============       ============
</TABLE>


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

                                       3

<PAGE>   4

              GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED AUGUST 31,         SIX MONTHS ENDED AUGUST 31,
                                                            1999              1998                1999              1998
                                                        (UNAUDITED)        (UNAUDITED)         (UNAUDITED)       (UNAUDITED)
                                                        ------------       ------------       ------------       ------------
<S>                                                     <C>                <C>                <C>                <C>
Revenues                                                $ 17,055,000       $ 15,330,000       $ 32,587,000       $ 28,835,000
Reimbursable expenses                                      5,724,000          4,813,000         10,572,000          8,716,000
                                                        ------------       ------------       ------------       ------------
             Net revenues                                 11,331,000         10,517,000         22,015,000         20,119,000

Costs and expenses:
        Salaries and related costs                         8,013,000          7,581,000         16,042,000         14,431,000
        General and administrative expenses                2,580,000          2,254,000          5,321,000          4,349,000
                                                        ------------       ------------       ------------       ------------
        Income from operations,
             before other income and taxes                   738,000            682,000            652,000          1,339,000
                                                        ------------       ------------       ------------       ------------

Other income (expense)
        Interest income                                       56,000             60,000            119,000            157,000
        Gain on sale of equipment and other assets                --                 --                 --              3,000
        Equity in net income of joint venture                     --             50,000             12,000             80,000
        Interest expense                                      (5,000)            (9,000)           (10,000)            (9,000)
                                                        ------------       ------------       ------------       ------------
        Total other income, net                               51,000            101,000            121,000            231,000
                                                        ------------       ------------       ------------       ------------
Income from operations before
        provision for income taxes                           789,000            783,000            773,000          1,570,000

Provision for income taxes                                   316,000            313,000            309,000            628,000
                                                        ------------       ------------       ------------       ------------
Net income                                              $    473,000       $    470,000       $    464,000       $    942,000
Other comprehensive income-change in
        unrealized gains (losses) on securities              (20,000)            11,000            (40,000)             6,000
                                                        ------------       ------------       ------------       ------------
Comprehensive income                                    $    453,000       $    481,000       $    424,000       $    948,000
                                                        ============       ============       ============       ============
Basic earnings per share:
        Earnings per share                              $       0.13       $       0.13       $       0.13       $       0.26
                                                        ------------       ------------       ------------       ------------
        Basic weighted average shares                      3,630,000          3,629,000          3,621,000          3,637,000
                                                        ------------       ------------       ------------       ------------
Diluted earnings per share:
        Earnings per share                              $       0.13       $       0.13       $       0.13       $       0.25
                                                        ------------       ------------       ------------       ------------
        Diluted weighted average shares                    3,689,000          3,711,000          3,673,000          3,719,000
                                                        ------------       ------------       ------------       ------------
</TABLE>


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

                                       4
<PAGE>   5

      GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
           CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       Six Months Ended August 31,
                                                                          1999             1998
                                                                      (Unaudited)       (Unaudited)
                                                                      -----------       -----------
<S>                                                                   <C>               <C>
Cash flows from operating activities:
Net income                                                            $   464,000       $   942,000
Adjustments to reconcile net income (loss)
      to net cash used by operating activities:
      Depreciation and amortization                                       899,000           615,000
      Equity in net income of joint venture                               (12,000)          (80,000)
      Benefit for deferred income taxes                                   109,000                --
      Gain on disposal of equipment                                            --            (3,000)
      Changes in assets and liabilities:
           Decrease (increase) in accounts receivable, net                378,000        (2,836,000)
           Decrease (increase) in costs and estimated earnings
                in excess of billings on uncompleted contracts          3,106,000          (747,000)
           Increase in prepaid expenses                                   (78,000)         (301,000)
           Increase in refundable income taxes                           (117,000)               --
           Decrease in accounts payable, trade                         (2,520,000)       (1,313,000)
           Increase (decrease) in accrued payroll and expenses            807,000          (404,000)
           (Decrease) increase in income taxes payable                   (311,000)          152,000
                                                                      -----------       -----------
                Net cash provided (used) by operating activities        2,725,000        (3,975,000)
                                                                      -----------       -----------
Cash flows from investing activities:
      Increase in available-for-sale securities                           (65,000)         (169,000)
      Proceeds from sale of equipment                                          --           153,000
      Acquisition of property and equipment                              (800,000)       (1,202,000)
      Decrease (increase) in other assets                                (374,000)           14,000
                                                                      -----------       -----------
                Net cash used by investing activities                  (1,239,000)       (1,204,000)
                                                                      -----------       -----------

Cash flows from financing activities:
      Borrowings on the line of credit                                         --         1,715,000
      Proceeds from issuance of common stock, net                         197,000           163,000
        Acquisition of treasury stock                                          --          (497,000)
                                                                      -----------       -----------
                Net cash provided by financing activities                 197,000         1,381,000
                                                                      -----------       -----------

Net increase (decrease) in cash and cash equivalents                    1,683,000        (3,798,000)
Cash and cash equivalents at beginning of year                            894,000         4,594,000
                                                                      -----------       -----------
Cash and cash equivalents at end of period                            $ 2,577,000       $   796,000
                                                                      ===========       ===========
</TABLE>


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

                                       5
<PAGE>   6




              GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 AUGUST 31, 1999


NOTE 1 - BASIS OF  PRESENTATION

         The accompanying unaudited consolidated financial statements of GZA
         GeoEnvironmental Technologies, Inc. and Affiliate (the "Company") have
         been prepared in accordance with generally accepted accounting
         principles for interim financial statements and pursuant to the rules
         of the Securities and Exchange Commission for Form 10-Q. Certain
         information and footnotes required by generally accepted accounting
         principles for complete financial statements are omitted. It is the
         opinion of management that the accompanying consolidated financial
         statements reflect all adjustments (which are normal and recurring)
         considered necessary for a fair presentation. For further information
         refer to the audited financial statements and footnotes included in the
         Company's Annual Report to Stockholders for the year ended February 28,
         1999, as filed with the Securities and Exchange Commission on May 26,
         1999. Operating results for the six months ended August 31, 1999 are
         not necessarily indicative of the results that may be expected for
         succeeding periods or for the year ending February 29, 2000.

         The preparation of consolidated financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect the amounts reported in the
         consolidated financial statements and accompanying notes. Actual
         results could differ from those estimates.


NOTE 2 - CONTINGENCIES

         The Company is a party to several legal actions arising in the normal
         course of business. Management believes that the outcomes of legal
         actions to which it is a party will not, in the aggregate, have a
         material adverse effect on the results of operations or financial
         condition of the Company.

         The Company's services involve risks of significant liability for
         environmental and property damage, personal injury, economic loss, and
         costs assessed by regulatory agencies. Claims may potentially be
         asserted against the Company under federal and state statutes, common
         law, contractual indemnification agreements or otherwise.

                                       6
<PAGE>   7



NOTE 3 - PROPERTY ACQUISITION

         On July 21, 1999 Environmental Real Estate Investors, Inc., (EREI), a
         joint venture by GZA GeoEnvironmental, Inc. and Southborough Ventures,
         Inc., acquired a former industrial property and plan to transform the
         parcel into a site suitable for commercial development. The acquisition
         is consistent with the joint venture's goal of targeting
         environmentally impaired properties for development.

         The Company's investment in EREI is reflected in "Other assets" on the
         Company's balance sheet. The Company's interest in the net income, if
         any, of the joint venture is recorded as "Other income" on the
         Company's Consolidated Statements of Operations and Comprehensive
         Income. Due to the terms of the joint venture 100% of the assets,
         liabilities, and equity will be recorded by the Company.

                                       7
<PAGE>   8


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

RESULTS OF OPERATIONS

THREE MONTH COMPARISON FOR FISCAL YEARS 2000 AND 1999

-        NET REVENUES. The Company's net revenues for the three months ended
         August 31, 1999 increased by approximately $814,000 (7.7%) compared
         with the corresponding period in the prior fiscal year. The increase in
         net revenues is attributable to increases in demand for our services in
         the Northeast and Great Lakes Regions and for services performed by our
         Information Systems Division. The increase in the Northeast Region
         includes approximately $294,000 attributable to the Company's December,
         1998 acquisition of Raamot Associates, PC of New York, NY, a
         Manhattan-based consulting and engineering firm. The increase in net
         revenues was offset by a $131,000 decline in net revenues in the
         Southeast Region based primarily on management's decision to close the
         Atlanta office in the first quarter of the current fiscal year.

-        SALARIES AND RELATED COSTS. Salaries and related costs for the three
         months ended August 31, 1999 increased by $ 433,000 (5.7%) compared
         with the corresponding period in the prior fiscal year. The increase in
         salaries and related costs is attributable primarily to the increase in
         the number of full-time equivalent professional and support staff
         employees, including the increase in staff from the Raamot Associates
         acquisition, annual salary increases and Incentive Compensation Plan
         expenses, which are based on total company and individual performance
         goals.

-        GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
         expenses for the three months ended August 31, 1999 increased by
         approximately $325,000 (14.4%) compared with the prior fiscal year. The
         increase in general and administrative expenses is attributable to
         higher occupancy costs due to the Raamot Associates acquisition,
         greater amortization expense for leasehold improvements for several
         offices, and increased professional liability claims expenses. The
         increase in general and administrative expenses was offset by a
         decrease in bad debt expense and management consulting services.

                                       8
<PAGE>   9


SIX MONTH COMPARISON FOR FISCAL YEARS 2000 AND 1999

-        NET REVENUES. The Company's net revenues for the six months ended
         August 31, 1999 increased by $1,896,000 (9.4%) compared with the
         corresponding period in prior fiscal year. The increase in net revenues
         is attributable to increases in demand for the Company's services in
         the Great Lakes and Northeast Regions and for services performed by our
         Information Systems Division. The increase in the Northeast Region
         includes approximately $518,000 attributable to the Company's December,
         1998 acquisition of Raamot Associates. The increase was offset by a
         $154,000 decline in net revenues for our Southern Region based
         primarily on management's decision to close the Atlanta office in the
         first quarter of the current fiscal year.

-        SALARIES AND RELATED COSTS. Salaries and related costs for the six
         months ended August 31, 1999 increased by $ 1,611,000 (11.2%) compared
         with the corresponding period in the prior fiscal year. The increase is
         attributable to the increase in full-time equivalent professional and
         support staff employees and annual salary increases. The increase was
         offset by a decrease in medical and term insurance expenses.

         The increase in salary and related expenses reflects a significant
         investment in hiring senior staff for initiatives being undertaken to
         increase net revenues and expand engineering and consulting services.

-        GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
         expenses for the six months ended August 31, 1999 increased by $972,000
         (22.4%) compared with the corresponding period in the prior fiscal
         year. The increase in general and administrative expenses includes
         $235,000 in costs related to management's decision to close the Atlanta
         office. The closing cost estimate for Atlanta includes lease settlement
         expenses and other legal, contractual and administrative costs. The
         increase in general and administrative expenses is also attributable to
         higher occupancy cost due to the Raamot Associates acquisition, greater
         amortization expense for leasehold improvements for several offices and
         increases in professional liability claims expenses and management
         consulting services.

                                       9
<PAGE>   10


LIQUIDITY AND CAPITAL RESOURCES

         For the six month period ended August 31, 1999, $2,725,000 of net cash
         was provided by operations, whereas for the six month period ended
         August 31, 1998 $3,975,000 of net cash was used by operations. The
         increase in fiscal 2000 was due primarily to decreases in accounts
         receivable and costs and estimated earnings in excess of billings on
         uncompleted contracts.

         The Company made capital expenditures of approximately $800,000 and
         $1,202,000 for the first six months of fiscal 2000 and 1999,
         respectively. The capital expenditures for fiscal 2000 include
         approximately $519,000 in computer hardware/software and specialty
         drilling equipment rigs and accessories.

         The Company's working capital increased from $17,551,000 at February
         28, 1999 to $17,960,000 at August 31, 1999.

         At August 31, 1999, the Company had cash on hand and cash equivalents
         of $2,577,000, and short-term investments of $3,863,000, compared with
         $894,000 and $3,837,000 respectively, at February 28, 1999. These
         investments consist primarily of tax-exempt municipal bonds, taxable
         U.S. Treasury Notes and other bonds and commercial paper. The Company
         believes that its cash and cash equivalents and future cash generated
         from operations will be sufficient to meet its cash requirements for at
         least the next twelve months.

         OTHER MATTERS

         YEAR 2000

         GZA has established a comprehensive Year 2000 compliance program (Y2K
         Program) designed to (1) identify computer systems (hardware and
         software) and non-IT equipment (telecommunications equipment,
         laboratory instruments, technical equipment, etc.) that may fail to
         recognize or properly process dates after January 1, 2000, (2) upgrade
         or replace non-compliant components, systems, and software, and (3)
         evaluate the Year 2000 readiness of our critical suppliers and service
         providers. The progress of the Y2K Program is as follows.

         MISSION-CRITICAL BUSINESS SYSTEMS

         We have completed the remediation of the primary business systems with
         the appropriate Y2K fixes/upgrades deployed and tested. The following
         upgraded (Y2K-ready) systems are currently in production use:

         Accounting System - Our accounting software has been updated to a later
         version that reads any date with a two-digit year of 00 to 68 as a 21st
         century date and any date with a two-digit year of 69 to 99 as a 20th
         century date. We believe that the re-compiled software is fully
         Y2K-ready with respect to the handling and processing of date
         information. The cost

                                       10
<PAGE>   11

         of the accounting software update was approximately $2,000. Full
         verification and testing of the updated software has been completed.

         Payroll/HR Systems - Our payroll and human resource systems have been
         upgraded from legacy DOS systems to ADP Payroll for Windows and ADP HR
         Perspective, respectively. The cost of these upgrades, including new
         server hardware and related equipment was approximately $30,000. The
         conversion of both the Payroll and HR systems was complete as of
         December 31, 1998. Full verification and testing of the new software
         was complete as of March 31, 1999.

         Company Headquarters' Voice Mail System - The voice mail system that
         serves the Newton Upper Falls, Massachusetts locations was replaced by
         a Y2K compliant Octel Communications Model 200 Message Server at a cost
         of approximately $30,000. We cut over to the new system on April 9,
         1999. The Octel Model 200 has been certified Y2K compliant by the
         vendor.

         DESKTOP COMPUTING ENVIRONMENT (DESKTOP COMPUTERS, SERVERS AND NETWORK
         DEVICES)

         We have completed a physical inventory and assessment of our computers
         and computer-related hardware (PCs, servers and network components).
         With the assistance of external consultants and the use of two Y2K
         assessment tools, we have identified Y2K compliance problems with
         hardware (BIOS/RTC chips), software applications, and data files
         (databases, spreadsheets, etc.). We are currently in the process of
         planning client/server hardware, operating system software and
         application upgrades/replacements to address the Y2K compliance issues.
         The client/server remediation process is planned for completion on or
         before November 30, 1999.

         NON-IT EQUIPMENT

         We have completed a physical inventory of our non-IT equipment. With
         the assistance of an outside consultant, we have completed the
         assessment of the Y2K status of various laboratory instruments and
         various pieces of technical equipment. Seven items (2.3 percent of the
         equipment inventory) have been found to be non-compliant. An additional
         ten items (3.3 percent of the equipment inventory) may require a
         software upgrade depending upon the software revision currently
         installed. The non-IT equipment remediation process is scheduled for
         completion on or before November 30, 1999.

         INSTALLED SYSTEMS (ENVIRONMENTAL MONITORING, TREATMENT AND PROCESS
         CONTROL SYSTEMS)

         We have compiled an inventory of environmental monitoring, treatment
         and process control systems installed at client sites. Many of these
         systems were designed and built with electronic control components that
         could be subject to Y2K-related functional problems. Although our
         contracts do not include Year 2000 warranties, the failure of such
         installed systems to operate properly, after January 1, 2000, could
         lead to disruption of our clients'

                                       11
<PAGE>   12


         business and substantial claims against us by our clients. The nature
         and magnitude of the potential claims cannot be predicted at this time.
         We are currently in the process of informing each client, in writing,
         of the potential exposure and recommending that their environmental
         systems be included in their Y2K assessment and remediation plans.

         CRITICAL SUPPLIERS AND SERVICE PROVIDERS

         We have solicited input from our key suppliers and service providers
         including subcontractors, financial services firms (banks, insurance
         companies), communications providers (telephone, dedicated data lines,
         Internet service providers), public utilities (electric, gas, water),
         service bureaus, and benefits administrators regarding their Year 2000
         status. We will determine which, if any, pose a threat to the
         uninterrupted operation of our business in the event that they
         experience system errors or failures. To date, approximately 75 percent
         of our key suppliers and service providers have responded to our Y2K
         inquiry.

         CONTINGENCY PLANNING

         We have not developed Y2K contingency plans. Following (1) the internal
         assessment, remediation and testing of all computer and non-IT
         equipment, and (2) the evaluation of external dependencies, we will
         consider contingency planning in areas where significant uncertainties
         remain.

         ESTIMATED TOTAL COST

         Although we expect that we will need to upgrade or replace various
         additional computer systems, and possibly some non-IT equipment, we do
         not expect operating costs or capital investments to be materially
         affected by Year 2000 related expenditures. We estimate that operating
         and capital costs directly related to our Y2K Program, through its
         completion, will range from $75,000 to $150,000 and from $250,000 to
         $350,000, respectively. We plan to complete the remediation and testing
         of all systems by November 30, 1999.

         FORWARD LOOKING STATEMENTS

         This report may contain projections, estimates, and predictions
         relating to anticipated financial performance, potential contract
         value, pending claims or litigation, business strategy, plans,
         acquisitions, or technological developments and other matters. A number
         of risks and uncertainties could materially affect these forward
         looking statements, and the Company's results of operations. These
         risks and uncertainties include, but are not limited to competition,
         market pricing pressures, changes in federal, state, and local
         legislation and regulations, ability of the Company to execute projects
         within contracted cost estimates, current or future claims made against
         the Company, ability of the Company to resolve contract and change
         order disputes favorably and availability of qualified personnel to
         execute contracts and work plans.

                                       12
<PAGE>   13


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Company is party to several legal proceedings arising in the normal course
of business. Management believes that the outcome of these actions will not,
individually or in the aggregate, have a material adverse effect on the
financial condition of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held the Annual Meeting of Stockholders (the "Annual Meeting") on
July 13, 1999. At the Annual Meeting, Timothy W. Devitt and David B. Perini were
re-elected and Andrew P. Pajak was elected, in each case, to a three-year term
as Class III director of the Company. Following the Annual Meeting Rose Ann
Giordano, Donald T. Goldberg and Thomas W. Philbin continued in office as Class
I directors of the Company and M. Joseph Celi, Lewis Mandell and William E.
Hadge continued in office as Class II directors.

The number of votes cast in favor of and withheld from each nominee for election
as a director as the Annual Meeting were as follows:

<TABLE>
<CAPTION>

NOMINEE                          VOTES FOR                 VOTES WITHHELD
-------                          ---------                 --------------
<S>                              <C>                          <C>
Timothy W. Devitt                3,197,293                    531,053
Andrew P. Pajak                  3,230,390                    497,956
David B. Perini                  3,235,390                    492,956
</TABLE>

At the Annual Meeting, the stockholders of the Company also ratified the
appointment of PricewaterhouseCoopers as the Company's independent public
accountants for the fiscal year ending February 28, 2000 and approved the 1999
Stock Incentive Plan. The number of votes cast for, against and abstaining from
voting on such proposal were as follows:

<TABLE>
<CAPTION>

PROPOSAL                                  VOTES FOR       VOTES AGAINST      ABSTAINING
--------                                  ---------       -------------      ----------
<S>                                       <C>               <C>                <C>
Ratification of Independent Public        3,614,702           55,126           58,518
Accountants

1999 Stock Incentive Plan                 3,033,548          626,048           68,750
</TABLE>


                                       13

<PAGE>   14



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

         3.1   Restated Certificate of Incorporation of the Company (1)

         3.3   Amended and Restated By-Laws of the Company (2)

         27.   Financial Data Schedule for the period ended August 31, 1999.

(B)      REPORTS ON FORM 8-K

         The Company did not file any report on Form 8-K during the six-month
         period ended August 31, 1999.



(1) Incorporated by reference to the similarly numbered exhibit included in the
Company's Form S-1 Registration Statement, File No. 33-29369, filed with the
Commission on June 16, 1989.


(2) Incorporated by reference to the similarly numbered exhibit included in the
Company's Annual Report on Form 10-K for the fiscal year ended February 28,
1995, filed with the Commission on June 12, 1995.


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<PAGE>   15


                                   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.



                                        GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.



Date: October 15,  1999                          /s/ Joseph P. Hehir
                                        ----------------------------------------
                                        JOSEPH P. HEHIR, Chief Financial Officer
                                        and Treasurer (Chief Accounting Officer)



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