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                                  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 ....... May 31, 2000.............................

                                       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)

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

           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 June 30, 2000    4,205,122
                                                              -----------------


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              GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE

                                TABLE OF CONTENTS

                                                                            Page


PART I    FINANCIAL INFORMATION

Item 1    Financial Statements

-         Consolidated Balance Sheets - May 31, 2000 (Unaudited) and
          February 29, 2000                                                    3

-         Consolidated Statements of Operations and Comprehensive
          Income - (unaudited) Three Months Ended May 31, 2000 and
          1999                                                                 4

-         Consolidated Statements of Cash Flows - (unaudited) Three
          Months Ended May 31, 2000 and 1999                                   5

-         Notes to Consolidated Financial Statements - (unaudited)             6


Item 2    Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                          7-8


PART II  OTHER INFORMATION

Item 1    Legal Proceedings                                                    9

Item 6    Exhibits and Reports on Form 8-K                                    10

SIGNATURES                                                                    11




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<PAGE>   3


PART 1:  FINANCIAL INFORMATION
  ITEM 1:  FINANCIAL STATEMENTS

         GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
                      CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       MAY 31,        FEBRUARY 29,
                                                                                        2000              2000
                                                                                     -----------      ------------
                        ASSETS                                                       (UNAUDITED)
                        ------
<S>                                                                                  <C>              <C>
Current assets:
      Cash and cash equivalents                                                      $ 3,806,000      $ 5,966,000
      Available-for-sale securities                                                    3,237,000        3,829,000
      Accounts receivable, net                                                        15,747,000       13,924,000
      Costs and estimated earnings in excess of billings on
           uncompleted contracts, net                                                  5,890,000        5,669,000
      Prepaid expenses and other current assets                                          244,000          215,000
      Deferred income taxes                                                            1,663,000        1,399,000
                                                                                     -----------      -----------
              Total current assets                                                    30,587,000       31,002,000
Property and equipment, net                                                            6,043,000        5,973,000
Investments in real estate                                                               501,000          501,000
Other assets, net                                                                        862,000          883,000
                                                                                     -----------      -----------
              Total assets                                                           $37,993,000      $38,359,000
                                                                                     ===========      ===========

                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accounts payable, trade                                                        $ 3,415,000      $ 6,516,000
      Accrued payroll and expenses                                                     4,682,000        3,958,000
      Billings in excess of costs and estimated earnings
           on uncompleted contracts                                                    3,310,000        1,539,000
      Income taxes payable                                                               221,000          213,000
                                                                                     -----------      -----------
              Total current liabilities                                               11,628,000       12,226,000
Deferred income taxes                                                                    511,000          516,000
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) - 4,203,122 at
           May 31, 2000 and 4,134,999 at February 29, 2000                                42,000           41,000
      Capital in excess of par value                                                  14,917,000       14,892,000
      Accumulated other comprehensive (loss)                                             (54,000)         (51,000)
      Retained earnings                                                               13,391,000       13,177,000
                                                                                     -----------      -----------
              Subtotal                                                                28,296,000       28,059,000
      Less:  Common stock held in treasury, at cost (500,000 shares)                  (2,442,000)      (2,442,000)
                                                                                     -----------      -----------
              Total liabilities and stockholders' equity                             $37,993,000      $38,359,000
                                                                                     ===========      ===========
</TABLE>

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



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


                                                    THREE MONTHS ENDED MAY 31,
                                                     2000              1999
                                                  (UNAUDITED)       (UNAUDITED)
                                                  -----------      -----------

Revenues                                          $17,679,000      $15,533,000
Subcontractor costs and other direct expenses       6,350,000        4,849,000
                                                  -----------      -----------
            Net revenues                           11,329,000       10,684,000

Costs and expenses:
        Salaries and related costs                  8,299,000        8,028,000
        General and administrative expenses         2,775,000        2,741,000
                                                  -----------      -----------
        Income (loss) from operations,
            before other income and taxes             255,000          (85,000)
                                                  -----------      -----------

Other income (expense)
        Interest income                               102,000           63,000

        Equity in net income of joint venture              --           12,000

        Interest expense                                   --           (6,000)
                                                  -----------      -----------
        Total other income, net                       102,000           69,000
                                                  -----------      -----------

Income (loss) from operations before
        provision for income taxes                    357,000          (16,000)

Provision (benefits) for income taxes                 143,000           (7,000)
                                                  -----------      -----------
Net income (loss)                                 $   214,000      $    (9,000)
Other comprehensive income-change in
        unrealized losses on securities                (3,000)         (20,000)
                                                  -----------      -----------

Comprehensive income (loss)                       $   211,000      $   (29,000)
                                                  ===========      ===========

Basic earnings (loss) per share:
        Earnings (loss) per share                 $      0.06      $     (0.00)
                                                  -----------      -----------

        Basic weighted average shares               3,676,000        3,612,000
                                                  -----------      -----------

Diluted earnings (loss) per share:
        Earnings (loss) per share                 $      0.06      $     (0.00)
                                                  -----------      -----------

        Diluted weighted average shares             3,827,000        3,612,000
                                                  -----------      -----------

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



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

<TABLE>
<CAPTION>
                                                                       Three Months Ended May 31,
                                                                         2000            1999
                                                                     (Unaudited)      (Unaudited)
                                                                     -----------      -----------
<S>                                                                  <C>              <C>
Cash flows from operating activities:
Net income (loss)                                                    $   214,000      $    (9,000)
Adjustments to reconcile net income
      to net cash used by operating activities:
      Depreciation and amortization                                      479,000          407,000
      Equity in net income of joint venture                                   --          (12,000)
      Benefit for deferred income taxes                                 (269,000)         (56,000)
      Changes in assets and liabilities:
           (Increase) decrease in accounts receivable, net            (1,823,000)         195,000
           Decrease in costs and estimated earnings
                in excess of billings on uncompleted contracts         1,550,000        1,419,000
           Increase in prepaid expenses                                  (29,000)         (96,000)
           Increase in refundable income taxes                                --         (263,000)
           Decrease in accounts payable, trade                        (3,101,000)      (1,723,000)
           Increase in accrued payroll and expenses                      724,000          552,000
           Increase (decrease) in income taxes payable                     8,000         (311,000)
                                                                     -----------      -----------
                Net cash provided (used) by operating activities      (2,247,000)         103,000
                                                                     -----------      -----------

Cash flows from investing activities:
      Decrease in available-for-sale securities                          589,000           34,000
      Acquisition of property and equipment                             (533,000)        (525,000)
      Decrease (increase) in other assets                                  5,000          (36,000)
                                                                     -----------      -----------
                Net cash provided (used) by investing activities          61,000         (527,000)
                                                                     -----------      -----------

Cash flows from financing activities:
      Borrowings on the line of credit                                        --        2,150,000
      Payment of line of credit                                               --       (2,050,000)
      Proceeds from issuance of common stock, net                         26,000          172,000
                                                                     -----------      -----------
                Net cash provided by financing activities                 26,000          272,000
                                                                     -----------      -----------

Net decrease in cash and cash equivalents                             (2,160,000)        (152,000)
Cash and cash equivalents at beginning of year                         5,966,000          894,000
                                                                     -----------      -----------
Cash and cash equivalents at end of period                           $ 3,806,000      $   742,000
                                                                     ===========      ===========
</TABLE>

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


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              GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2000


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 fair presentation. For further information
          refer to the audited financial statements and footnotes included in
          the Company's Form 10-K for the fiscal year ended February 29, 2000,
          as filed with the Securities and Exchange Commission on May 26, 2000.
          Operating results for the three months ended May 31, 2000 are not
          necessarily indicative of the results that may be expected for
          succeeding periods or for the year ending February 28, 2001.


               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.



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

RESULTS OF OPERATIONS

         THREE MONTH COMPARISON FOR FISCAL YEARS 2001 AND 2000

-        NET REVENUES. The Company's net revenues for the three months ended May
         31, 2000 increased by approximately $ 645,000 (6.0%) compared with the
         corresponding period in the prior fiscal year. Increased volume and
         services was offset by management's decision to discontinue operations
         for our Information Systems Division, lower prices due to competitive
         market conditions and the write-off of approximately $110,000 of
         unbillable cost in excess of a lump sum site development contract
         amount.

-        SALARIES AND RELATED COSTS. Salaries and related costs for the three
         months ended May 31, 2000 increased by $271,000 (3.4%) compared with
         the corresponding period in the prior fiscal year. The increase in
         salaries and related costs is attributable primarily to annual salary
         increases and fringe benefit expenses. The increase was offset by
         approximately $185,000 in lower salaries and related costs due to the
         closing of the Atlanta office in the first quarter of last year and
         lower Incentive Compensation Plan expense compared to the comparable
         period last year.

-        GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
         expenses for the three months ended May 31, 2000 increased by
         approximately $34,000 (1.2%) compared with the prior year. The increase
         in general and administrative expenses is attributable to approximately
         $135,000 in estimated cost to discontinue GZA's operation of its Dallas
         office and $241,000 in cost associated with activities of the
         Board-appointed Special Committee to consider the acquisition of all
         the outstanding shares of GZA by Futureco Environmental, Inc., a
         privately-held company organized by certain members of GZA's senior
         management. The Special Committee is also evaluating other strategic
         alternatives that may be available to the Company. Additional Special
         Committee expenses will be expended in future periods.

         The increase in expenses was offset by a reduction in bad debt
         reserves, lower technical equipment cost and a reduction in general and
         administrative expenses of $305,000 in fiscal 2001 from closing the
         Atlanta office in the first quarter of fiscal 2000.

         Management estimates that costs of administration, salary, severance,
         stay bonus payments, office lease cost and client contractual
         obligations, generated by the Information Services Division, will
         exceed net revenues by approximately $120,000 to $355,000 through the
         end of fiscal 2001.





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<PAGE>   8

LIQUIDITY AND CAPITAL RESOURCES

         For the three month period ended May 31, 2000, $ 2,247,000 of net cash
         was used by operations, whereas for the three month period ended May
         31, 1999 $103,000 of net cash was provided by operations. The
         $2,350,000 decrease in fiscal 2001 is due primarily to the increase in
         accounts receivable and costs and estimated earnings in excess of
         billings on uncompleted contracts.

         The Company made capital expenditures of approximately $533,000 and
         $525,000 for the first three months of fiscal 2001 and 2000,
         respectively.

         The Company's working capital increased from $18,776,000 at February
         29, 2000 to $18,959,000 at May 31, 2000.

         At May 31, 2000, the Company had cash on hand and cash equivalents of
         $3,806,000 and short-term investments of $3,237,000 compared with
         $5,966,000 and $3,829,000 respectively, at February 29, 2000. 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.


         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.



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<PAGE>   9

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 material adverse effects on the financial
condition of the Company.



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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 May 31, 2000.

(B)      REPORTS ON FORM 8-K

         The Company did not file any report on Form 8-K during the three-month
         period ended May 31, 2000.




(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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                                   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: July 17, 2000                               /s/ Joseph P. Hehir
                                        ----------------------------------------
                                        JOSEPH P. HEHIR, Chief Financial Officer
                                        and Treasurer (Chief Accounting Officer)



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