SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]

                  For the fiscal year ended December 31, 1999

                                      or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

COMMISSION FILE NUMBER 333-64373

                     COMPUTER TECHNOLOGY ASSOCIATES, INC.
            (Exact name of registrant as specified in its charter)

     COLORADO                                    84-0797618
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)                  Identification No.)

6903 ROCKLEDGE DRIVE, BETHESDA, MD                  20817
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code (301) 581-3200

Securities registered pursuant to Section 12(b) of the Act:        NONE

Securities registered pursuant to Section 12(g) of the Act:        NONE

     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.[ X ] Yes[   ] No

   Indicate  by  check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation  S-K  is  not contained herein, and will not be contained, to
the best of the registrant's  knowledge,  in  definitive  proxy  or information
statements  incorporated  by  reference  in Part III of this Form 10-K  or  any
amendment to this Form 10-K. [ X ]

    As of FEBRUARY 28, 2000, there were outstanding  9,131,374  shares  of  the
registrant's common stock, par value $.01, which is the only class of common or
voting  stock of the registrant. The aggregate market value of the common stock
held by non-affiliates  of  the  registrant  as of that date was $71,224,717 as
determined by independent appraisal.



<PAGE>

                     COMPUTER TECHNOLOGY ASSOCIATES, INC.
                          ANNUAL REPORT ON FORM 10-K
                     FOR THE YEAR ENDED DECEMBER 31, 1999
                               TABLE OF CONTENTS

                           PART I
                                                             PAGE
                                                             ----
ITEM 1    BUSINESS                                            1

ITEM 2.   PROPERTIES                                          9

ITEM 3.   LEGAL PROCEEDINGS                                   9

ITEM 4.   SUBMISSION OF MATTERS TO A
            VOTE OF SECURITY HOLDERS                         10

                           PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS                        11

ITEM 6.   SELECTED FINANCIAL DATA                            16

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS    18

ITEM 7A.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT
          MARKET RISK                                        23

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA        23

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE             24

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 25

ITEM 11.  EXECUTIVE COMPENSATION                             27

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT                                     30

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     31

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K                                33

SIGNATURES




<PAGE>
      PART I

ITEM 1. BUSINESS

     Computer  Technology  Associates,  Inc.  ("the   Company",   formerly  CTA
INCORPORATED) provides rapid development and deployment of advanced information
technology  ("IT")  solutions  to  commercial  and  government  clients.    The
Company's  IT  offerings  include eCommerce and web-enabled solutions, internet
applications, and project management  consulting  through all stages of complex
IT  projects.  The Company also provides a full range  of  systems  engineering
services  for  IT,  encompassing  engineering  support, network development and
integration,  information security, object-oriented  applications  development,
database migrations,  legacy  system modernization and embedded systems design,
development and integration.  The  Company's  current  business  strategy is to
develop a balanced client base across both government and commercial sectors of
the IT services and eCommerce markets.

COMPANY HISTORY

     The  Company  was founded in 1979 as Computer Technology Associates  Inc.,
specializing in consulting  services  related  to  the  evaluation  of computer
systems  embedded  in larger systems such as spacecraft, missiles and aircraft.
In the mid-1980's, the  Company's  consulting  business  expanded  into systems
integration  of  avionics,  command  and  control,  and  other decision support
systems.  Originally qualified to receive small business related  support  from
the federal  government,  the Company established major relationships with U.S.
military operations at the  Defense Department's Cheyenne Mountain Complex, the
Naval Air Warfare Center, Weapons  Division, NASA's Goddard Space Flight Center
and the Air Force's Consolidated Space  Operations Center. In 1992, the Company
ended its eligibility for government programs  that  assist  small  businesses,
with  the  last significant contract awarded under these programs completed  in
early 1996.  Since 1992, the Company has replaced contracts awarded under these
assistance programs with contracts awarded under full and open competition. The
share of IT revenues  derived  from competitive awards grew from 19% in 1992 to
100% in 1997 and beyond.

     In the early 1990's, the Company sought and was awarded U.S. government IT
contracts that allowed it to broaden  the Company's base of skills to include a
number of business oriented IT disciplines  equally  applicable  to the federal
civil  agency  and  state  government  IT markets. The Company then established
strategic alliances with certain specialized software companies that enabled it
to enter the commercial IT market and win  contracts  with commercial customers
such as Reynolds Metals and Allied-Signal and USAA.

     In  1992,  the  Company  acquired  a  79%  interest in CTA  Space  Systems
("CTASS") to expand its business from providing IT  services  related  to space
systems  to  providing  full turn-key space systems. In 1994, CTA acquired  the
remaining minority interest  in  CTASS.  CTASS  pioneered small satellite-based
store-and-forward  technology,  which it originally  developed  to  interrogate
dispersed buoys equipped with acoustic  sensors.  In  1994, the Company entered
the commercial GEO communications satellite market with  CTASS'  award  of  the
contract  for  the  Indostar  turn-key  direct-to-home  ("DTH")  system from PT
MediaCitra  Indostar. The contract provided for the Company to build  a  small,
three-axis stabilized  commercial  communications satellite, which was launched
in 1997, and a complete facility in  Jakarta, Indonesia including broadcast and
subscriber   management   software,  communications   uplinking   systems   and
hardware/software systems for  spacecraft  telemetry,  tracking and control. In
late  1997,  the Company sold CTASS and certain related businesses  to  Orbital
Sciences Corporation ("Orbital") in order to focus on its core IT business. See
Note 2 of Notes to Consolidated Financial Statements.










                                       1


<PAGE>

     The Company  refocused itself in the growing IT marketplace after the sale
of its Space business.   Pursuing  a  "nearest  neighbor" strategy, the Company
sought  to  penetrate state and local government IT  markets.   The  Year  2000
("Y2K") compliance  problem provided a viable entry point for the Company as it
competed for and won  over  25  large  complex  Y2K engagements.  The Company's
success  in winning this work was due in large part  to  its  previous  federal
government  IT  work  including  some very early Y2K work for the Department of
Veterans Affairs.  The Company expanded  its  Y2K portfolio to include embedded
systems, Independent Verification and Validation ("IV&V") and audit work.

     As award of new Y2K work began to lessen in  early 1999, the Company began
to increase its efforts on converting Y2K engagements to post-Y2K IT work.  The
Company was successful in converting several of its  state and local government
Y2K contracts to non-Y2K revenue.

     The Y2K work also expanded to large commercial enterprises including Wells
Fargo,  Norrell  and  Centecor  Pharmaceuticals.   This  expansion   into  more
commercial  markets  combined  with  the  Company's prior success in government
eBusiness  laid  the  foundation for much of the  current  body  of  commercial
eBusiness opportunities.

     In May 1999, the Company  purchased  Rey  Consulting  ("Rey").  Rey was an
Oracle  partner  reselling  Oracle  database  and  training  products  and  the
consulting  services to install and configure Oracle products.   The  Company's
expansion of  the  initial  Rey  offerings into broad based web development and
eCommerce turnkey project development  combined  with  security  engineering to
form the core of the Company's eBusiness strategy.

CORPORATE ORGANIZATION

     Following  the  sale  of  the  Space and Telecommunications business,  the
Company organized into Federal and non-Federal  operating units. These business
units  focused  on specific client groups, namely,  federal,  state  and  local
government and commercial  clients.   The  Federal  segment  focuses on systems
engineering,  network  development  and integration, information  security  and
complex  embedded computer systems.  The  non-Federal  segment  focuses  on  IT
services,  a major component of which was Year 2000 compliance services in 1998
and 1999 and eCommerce applications.  The Company has begun a reorganization it
expects to be effective for 2000 that reflects its increased focus on eBusiness
and  eGovernment  Solutions.   This  organization  will  effectively  have  two
operating  segments  -  one  devoted  entirely  to  commercial  and  government
eBusiness  and  related  offerings  and the other to IT services to the federal
market.

INFORMATION TECHNOLOGY SERVICES

     The Company believes that it possesses a level of IT technical and project
management experience and expertise that  allows it to offer rapid, high value,
solutions  to  a  range  of client IT requirements.   The  Company's  principal
business focus is in the areas  of  1)  electronic commerce implementations and
other web based applications including the  engineering  and  implementation of
secure and highly reliable computer and network systems, 2) legacy  information
system  modernization,  3) network integration and application development,  4)
the development, migration and maintenance of large scale databases, 5) a range
of IT services associated with complex embedded computer systems.

                                       2
<PAGE>
     The Company believes  that  it was one of the industry leaders in 1998 and
1999 in the large market for federal, state and commercial Year 2000 compliance
upgrades based on its combination  of  direct  Year 2000 conversion experience,
use of automated tools and its ability to offer its customers solutions to both
their embedded and non-embedded Y2K compliance requirements.  Approximately  42
percent  of  the  Company's  1999  revenues  were  derived  from Y2K compliance
contracts. These engagements and related revenues peaked prior to calendar Year
2000 as customers completed efforts to address their needs. The Company expects
that  revenues  derived  from Y2K engagements will decline sharply  after  Year
2000. The Company believes  that  the 1999 Y2K related business that provided a
major portion of its 1998 and 1999  revenues  will  be  largely  replaced  with
legacy  system  modernization  projects  including  web  based applications and
client-server conversions.

BUSINESS STRATEGY

GENERAL

     The principal strategies that the Company is pursuing  to  expand  its  IT
services business include:

     INCREASING  PENETRATION  OF  EXISTING  CUSTOMER BASE.  The Company focuses
heavily  on achieving consistently high levels  of  customer  satisfaction  and
technical  excellence. Due to its long-term incumbent position as a key systems
integrator for  some  of  the  nation's  largest  and  most complex information
systems,  the Company has gained a unique and profound understanding  of  those
systems. The  Company  believes  this  knowledge provides it with a substantial
advantage  in  terms  of  cost,  technical  expertise   and  demonstrated  past
performance in competing for future work related to these  systems. The Company
believes  that  its  Year  2000  conversion initiative will result  in  similar
competitive advantages with respect to a wide range of new customers.

     PENETRATING  NEW MARKETS BY LEVERAGING  CORE  COMPETENCIES.   The  Company
seeks out and exploits  opportunities  to market to new customers the expertise
it has gained in past IT assignments. The  Company's  long  term  experience in
federal  government,  state  government and commercial complex IT projects  has
proven to be a key factor differentiating  the  Company  in competitive bidding
situations  with  new customers. The Company plans to use such  engagements  to
establish relationships with an expanded base of customers that can be used for
marketing the Company's  expertise  in  additional  areas such as eBusiness web
enabled applications development  legacy system modernization,  and  data  base
migrations.

     ESTABLISHING MARKETING ALLIANCES TO OFFER COMPLETE SOLUTIONS.  The Company
has  established,  and  will  continue  to  establish, marketing alliances with
software product and tool providers which allow  the  Company to offer turn-key
solutions for such applications as electronic commerce,  customer  relationship
management and resource management.

     ACQUIRING STRATEGIC IT SERVICES BUSINESSES.  The Company intends to pursue
                                     3
<PAGE>

acquisitions  that  will  expand  the Company's commercial IT services customer
base and provide specialized capabilities and skills that enhance the Company's
penetration of the commercial IT services market.



INFORMATION TECHNOLOGY SOLUTIONS AND SERVICES (ITSS) AND GOVERNMENT EBUSINESS

     The ITSS unit of the Company is  currently  a  nationwide  provider  of IT
services  to  a  broad range of public sector clients. The IT services practice
focuses on the development,  upgrade and maintenance of embedded, mainframe and
client server computer systems and networks. This practice has been at the core
of the Company's success since 1979.

     Successful  penetration  and   continued   growth  in  the  public  sector
eGovernment Solutions market will be initially focused on eProcurement systems,
Operating  Resource  Management  and Case Management  Solutions.   The  Company
expects  to  leverage  its legacy of  having  completed  over  575  complex  IT
contracts with an aggregate  value  of over $1 billion dollars into meeting the
growing demand for large, complex mission critical solutions.

INFORMATION TECHNOLOGY SERVICES--CONTRACTS AND PROGRAMS

     Certain  of  the  Company's significant  IT  contracts  and  programs  are
described  below. Total contract  values  include  both  realized  (earned  and
recorded) and  unrealized  (to  be  earned  and  recorded  in  future  periods)
revenues. Government  contracts are typically funded annually and there  are no
assurances  that  funding  will  continue beyond the current fiscal year or, if
they are funded beyond the current fiscal year, for how many additional years.

     U.S. GOVERNMENT--DOD

     RANGE SYSTEMS MANAGEMENT.  In  1993,  the  Company  was  awarded the Range
Instrumentation  Development  ("RID") contract, pursuant to which  the  Company
supports a wide variety of aircraft  range  system activities for the Naval Air
Warfare Center ("NAWC") located at China Lake,  California,  including software
development,  test  and  evaluation,  system  integration  and  fabrication  of
electronic  threat  simulators.  The  RID  contract  is  a  cost-plus-award-fee
contract,  has  a  total  value of $88 million and work under this  contact  is
scheduled to be completed in mid 2000.

     AVIONICS SYSTEMS INTEGRATION.   The  Company  participates  in the design,
development,  fabrication, modification and testing of hardware for  the  NAWC,
performing a wide range of support activities. These activities include systems
engineering, systems  analysis, software development, configuration management,
verification and validation,  maintenance  and  operation  services for various
naval  aircraft  and  the  development  and  maintenance of large-scale  hybrid
simulators  (which  integrate  computer  simulations   with   actual   aircraft
avionics).  The  Company has performed this work since its first NAWC contract,
awarded in 1985. In 1995, this contract was recompeted under a program reserved
for small businesses  and the Company successfully teamed with a small business
contractor, which was awarded  the prime contract. The current NAWC contract is
                                      4
<PAGE>
a cost-plus-award-fee contract,  has a total value to CTA of $33 million and is
scheduled for completion in mid 2000.

     INFORMATION   SYSTEMS   SECURITY    ("INFOSEC").    The   INFOSEC   Group,
headquartered in CTA's Colorado Springs facility,  provides information systems
security consulting services, security analyses and  assessments,  and security
certification and accreditation support to commercial enterprises and state and
federal government agencies.  The group is currently supporting major  projects
to  government  and  commercial  clients.   CTA's  Information Security clients
include  MCI,  Raytheon,  Internal  Revenue Service, Lockheed  Martin,  Defense
Finance  Accounting Service, and the General  Services  Administration  ("GSA")
Federal Supply Service (FSS).

     MEDICAL  INFORMATION SYSTEMS. The Company is providing medical information
systems expertise  to  the DOD Department of Health Affairs Consolidated Health
Care System. This second  generation  medical information system implements the
most  advanced  technology available in the  industry  today.  Its  goal  is  a
paperless, globally  accessible  electronic patient record system that provides
authorized medical professionals with  vital  patient medical histories in near
real time, regardless of where the patient data  may  have  been  collected  or
stored,  or  where the patient may be physically located when medical attention
is required. This  technology not only enables more accurate record keeping but
also reduces the response time required to obtain medical information from days
or weeks to literally seconds. This contract is a cost-plus-fixed-fee contract,
has a total value of $25 million and is scheduled for completion in mid 2000.

     U.S. GOVERNMENT--CIVILIAN AGENCIES

     FEDERAL  AVIATION  ADMINISTRATION  ("FAA").   For  the  FAA,  the  Company
provides services  related  to the design, development, integration and test of
the U.S. air traffic control  ("ATC")  system  and  has been supporting the FAA
automation programs since 1982. Currently, the Company  is  performing  on  the
following programs for the FAA:

     (i)   providing  engineering  support to the FAA as a subcontractor to TRW
under the AUA Technical Assistance contract  in  implementing  its  programs to
replace the ATC system. This contract is a time-and-materials contract,  has  a
total  value  to  CTA  of  $40  million  and  is  scheduled  for  completion in
December 2002.

     (ii)  providing support to the FAA as a subcontractor to TRW under the ASD
SETA  contract  for  the  overall  architectural  design  and evolution of  the
National Airspace System. This contract is a time-and-materials contract, has a
total  value  to  CTA  of  $7  million  and  is  scheduled  for  completion  in
September 2001.

     (iii) providing engineering and management support services to  the FAA as
a  subcontractor  to  SRC  under  the  ANN  Technical Assistance contract. This
contract is a cost-plus-award-fee contract, has  a  total  value to CTA of $2.7
million and is scheduled for completion in September 2000.

     DEPARTMENT  OF  JUSTICE.   In  February  1994, the Department  of  Justice
                                        5
<PAGE>

("DOJ") awarded the Company a contract to assist  the  FBI  in  its  program to
streamline,  consolidate and automate its Criminal Justice Information  System,
which serves over 80,000 law enforcement users. Under this seven-year contract,
the Company is  assisting  the FBI in virtually every aspect of the engineering
process, from procurement of  new  information systems to the re-engineering of
the processes that this system supports.  The DOJ contract is a combined fixed-
price and cost-plus contract, has a total value of $40 million and is scheduled
for completion in September 2001.

     GENERAL  SERVICES ADMINISTRATION. The Company  provides  support  for  the
Federal Supply  Service's  central offices, its eleven regional offices and its
various  commodity  centers  and  depots.  The  Company  provides  applications
software  and  database  maintenance   and  upgrades,  network  administration,
mainframe  to  client-server  conversions  and   implementation  of  electronic
commerce applications. The Company's current Federal Supply Service contract is
a follow-on contract to the original Federal Supply  Service  contract that was
awarded to the Company in 1992. The current contract has a total  value  of $31
million and is scheduled for completion in September 2001.

STATE GOVERNMENT AND COMMERCIAL

     YEAR  2000  CONVERSION.   During  1999,  the  Company  provided  Year 2000
compliance services to 14 commercial clients centered in the Financial Services
and  Process Manufacturing vertical markets and 12 state and local governments.
These  contracts  incorporate  a  wide range of services including IT inventory
assessment,  code  remediation,  testing,   auditing   of   third  party-vendor
remediated  systems and embedded systems compliance evaluations.   The  Company
warranted  its   services  as  part  of  its  extensive  customer  satisfaction
initiatives.  To date,  there  have  been  no  material  expenses  incurred  in
satisfying those warranties.

COMMERCIAL EBUSINESS AND RELATED OFFERINGS

     The  Company's  commercial  offerings  center  around  the  development of
internet  based  solutions in a variety of eCommerce applications. The  Company
enhanced  its  presence  in  the  rapidly  growing  eCommerce  arena  with  the
acquisition of Rey Consulting in May, 1999.

     The Company's  eCommerce  practice  is  targeted  at: Commercial solutions
which encompass the sale of end-to-end systems designed  to  assist  clients in
establishing  or  expanding  their  eBusiness capabilities; Commercial Software
encompassing the sale of commercial software  licenses  and  related  services;
Internet  Marketing  which  provides clients with internet strategy formulation
and implementation; Network Security  Services encompassing a range of security
assessment services for testing, monitoring  and  managing all security related
site  issues;  and general Consulting Support Services  in  specific  eBusiness
applications.

     The Company  has  been  actively  engaged  in eBusiness applications since
1995.   Under  contract to the GSA, the Company developed  GSA  Advantage!,  an
internet-based eCommerce system specializing in procurement.  The system allows
vendors to electronically  submit  their product or services catalogs, users to
search for goods and services to purchase, purchase orders to be electronically
generated and sent to vendors, the status  of  orders  to  be  tracked, and for
automated  billing  of orders.  In short, a fully featured business-to-business
and business-to-consumer  eCommerce  site covering the entire supply chain. The
system was one of the first successful  large  scale  eBusiness  efforts in the
                                        6
<PAGE>
United States.

     The  Company's  successful  transition  of  state  government  Year   2000
compliance  contracts,  most notably in Kansas, into eBusiness work provided an
important non-federal test  of the Company's eBusiness capabilities and assets.
Leveraging on the success of  the  Company's  on-going  federal and non-federal
government eBusiness, and building on the acquisition of Rey Consulting and its
on-going  commercial eBusiness practice, the Company believes  it  is  uniquely
positioned to continue its eBusiness growth.

     In January  2000,  the  Company  completed  the acquisition of Touchscreen
Media Group ("TMG").  TMG provides front end, creative  design  and development
of  web  sites  for  a variety of clients including Minolta and Bell  Atlantic.
This acquisition is expected  to  greatly enhance the Company's total eBusiness
capabilities.


INFORMATION TECHNOLOGY SERVICES--COMPETITION

     The IT services industry encompassing  both  traditional  IT  Systems  and
Services  and  the  growing  eBusiness segment in which the Company operates is
highly fragmented with no single  company  or  small  group  of  companies in a
dominant  position. The Company's competitors include large, diversified  firms
with substantially greater financial resources and larger technical staffs than
the Company,  such  as  BDM,  Cap  Gemini, CSC, EDS, IBM, Lockheed Martin, PRC,
SAIC, KPMG, Arthur Andersen, as well  as  firms  that receive preferences under
government  programs  for small businesses. The firms  that  compete  with  the
Company  include  consulting   firms,  computer  services  firms,  applications
software companies and accounting  firms,  as well as the computer service arms
of  computer  manufacturing  companies  and defense  and  aerospace  firms.  In
addition,  the  internal  staffs  of client organizations,  non-profit  federal
contract research centers and universities  are,  in effect, competitors of the
Company.

     The  primary  competitive factors in the information  technology  industry
include technical, management  and  marketing competence, as well as price. The
Company competes for commercial work  by identification of unique market niches
in which the Company believes it has superior technical service capability.

TYPES OF CONTRACTS

      GENERAL.  The Company's services  are  provided  primarily  through three
types   of  contracts:  fixed-price,  time-and-material  and  cost-reimbursable
contracts.  Fixed-price contracts require the Company to perform services under
the contract  at  a stipulated price. Time-and-material contracts reimburse the
Company for the number  of  labor  hours  expended  at established hourly rates
negotiated   in   the   contract   and   the   cost   of  materials   incurred.
Cost-reimbursable contracts reimburse the Company for all actual costs incurred
in  performing  the  contract,  to  the  extent that such costs  are  within  a
specified maximum and allowable under the  terms of the contract, plus a fee or
profit. Additionally, in 1999, the Company realized  revenues  from the sale of
commercial software licenses related to its eBusiness work acquired as a result
of the Rey Consulting acquisition.
                                        7
<PAGE>
     The  following  table  shows  the  approximate  percentage  of revenue  by
contract  type  recognized  by  the Company's continuing operations during  the
indicated periods:

<TABLE>
<CAPTION>
                       YEAR ENDED DECEMBER 31,
TYPE OF CONTRACT       1997      1998    1999
                       ----      ----    ----
<S>                     <C>       <C>     <C>
  Fixed-price           14%       24%     13%
  Time-and-materials    54%       47%     68%
  Cost-reimbursable     32%       29%     16%
  Licenses              --        --      3%
                       ----      ----    ----
    Total              100%      100%    100%
                       ====      ====    ====
</TABLE>

      GOVERNMENT CONTRACT REQUIREMENTS.   Many  of  the  government programs in
which the Company participates as a contractor or subcontractor  may extend for
several  years, but they are normally funded on an annual basis. The  Company's
U.S.  government  contracts  and  subcontracts  are  subject  to  modification,
curtailment  and  termination  in  the  event of changes in government funding.
Accordingly, all of the Company's contracts and subcontracts involving the U.S.
government may be terminated at any time by the U.S. government, without cause,
for the convenience of the U.S. government.  If  a  U.S. government contract is
terminated  for  convenience,  the  Company  would  be  entitled   to   receive
compensation  for  the  services  provided  or  costs  incurred  at the time of
termination and a negotiated amount of the profit on the contract.

     Among  the  factors  that  could  have  a  material adverse affect on  the
Company's  U.S.  government  contracting  business are  budgetary  constraints,
changes  in  fiscal  policies or available funding,  reduction  of  defense  or
aerospace  spending, changes  in  U.S.  government  programs  or  requirements,
curtailment  of  the  U.S.  government's  use of technology services firms, the
adoption  of new laws or regulations, technological  developments  and  general
economic conditions.  In  addition,  increased  competition and U.S. government
budget constraints in the defense area, and in areas  not  related  to defense,
may  limit future growth in Company revenues from U.S. government agencies  and
contractors.

     The Company's costs and revenues under government contracts are subject to
adjustment  as a result of annual audits performed by the DCAA on behalf of the
DOD. Audits of  the  Company by the DCAA and other agencies have been completed
for all years through 1997 without material adjustment.

BACKLOG

     As  the  Company  has   evolved  from  Federal  government  contractor  to
commercial  IT services provider,  the  concept  of  backlog  has  become  less
important. In  the  commercial  marketplace, nearly all of the Company's orders
are  terminable  by  either  the customer  or  the  Company  on  short  notice.
Government contracts are generally  multi-year awards subject to annual funding
appropriations and termination for convenience  by the government customer. The
Government's  ability  to  select multiple winners under  Indefinite  Delivery,
Indefinite Quantity ("IDIQ") contracts, as well as its right to limit orders to
any particular awardee, means  that there is no assurance that contract backlog
will result in actual orders to  the Company. Accordingly, the Company does not
believe  that  backlog will necessarily  be  a  reliable  indicator  of  future
revenues.
                                        8
<PAGE>
     The Company's  backlog  represents  an  estimate  of  the remaining future
revenues  from existing signed contracts and contracts that have  been  awarded
but not yet signed. Using the best available information, the Company estimates
backlog on  a  quarterly basis. Changes in the backlog calculation from quarter
to quarter result from: (a) additions for future revenues from the execution of
new contracts or extension or renewal of existing contracts; (b) reductions for
revenues earned  from  fulfilling contracts during the most recent quarter; (c)
reductions from the early  terminations  of  contracts;  and (d) adjustments to
estimates of previously included contracts. The Company's  backlog  at December
31, 1999 was approximately $47 million.

EMPLOYEES

     At  December  31,  1999,  the Company had 516 employees, approximately  80
percent of whom are IT professionals  and  20 percent in management and support
positions. The Company also utilizes the services  of  independent  contractors
and  as  of  December  31,  1999  had approximately 125 independent contractors
working on client engagements. None  of the Company's employees are represented
by a labor union and the Company believes  its  relations with its employees to
be good.

     The Company must compete against other employers  for  the  acquisition of
high  quality,  professional  staff  members.  The  Company  cannot assure  the
retention of current staff or that replacement staff will be available at equal
cost.  Competitors  of  the Company may be able to attract or retain  employees
more successfully than the  Company  based  on levels of benefits, demographics
and other factors.

     The Company also regularly utilizes the  services  of  consultants  as  an
integral  part  of its work on specific projects. The Company is not materially
dependent upon the services of any individual consultant or consulting firm.

ITEM 2. PROPERTIES

     The Company  leases  approximately  23,000  square  feet  at its corporate
headquarters in Bethesda, Maryland under a lease expiring in 2005. In addition,
the  Company  has  principal  leased  facilities in Ridgecrest, California  and
Colorado Springs, Colorado. The Company  believes  that  these  properties  are
adequate to serve the Company's present business operations.

ITEM 3. LEGAL PROCEEDINGS

     In  October  1996, a former employee of the Company filed suit against the
Company alleging, among  other  things, breach of contract in connection with a
profit sharing agreement.  Subsequently, the litigation was stayed by agreement
of the parties because the profit  sharing  agreement  called for mandatory and
binding arbitration.  The arbitration was settled in June 1998 with an award of
$2.0 million, which is included in the loss from discontinued operations.

     The  Company  is involved in certain other litigation  incidental  to  its
                                        9
<PAGE>
business.  The most material matter could involve arbitration and has a maximum
exposure of $5 million  based  on  an indemnification agreement.  The Company's
management and external legal counsel  are  of  the opinion that the outcome of
such matters will not have a material adverse effect  on the financial position
or future operations of the Company.

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

     None


                                    10

<PAGE>
                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no established public trading market for the stock of the Company
or  its  subsidiaries.  However, the Company has maintained  a  limited  market
("Limited  Market")  as  described  below  to  provide liquidity for its Common
Stock.

THE LIMITED MARKET

     Since  its  inception,  the  Company has pursued  a  policy  of  remaining
essentially employee owned and, therefore, there has never been a public market
for  the  Common Stock.  Since September  1992,  the  Company  has  offered  to
repurchase   shares  from  shareholders  on  several  occasions  primarily  for
contribution to the Company's Employee Stock Ownership Plan ("ESOP").  In order
to provide liquidity  for  its shareholders, however, the Company established a
Limited Market through an agreement  with  Capitol  Securities Management, Inc.
("Capitol") whereby Capitol maintains the Limited Market.  From  September 1992
through  December  1998,  the  Company has conducted six trades in the  Limited
Market, one each in 1992, 1993,  1995  and  1998 and two in 1994. There were no
trades conducted in 1996, 1997 or 1999.

     It is anticipated that the Limited Market will continue to permit existing
shareholders to sell shares of Common Stock on  at least one predetermined date
each  year  (the  "Trade Date").  Such sales will be  made  at  the  prevailing
Formula Price, or such  other  price  as  may  be  determined  by  the Board of
Directors   with   the  advice  of  an  independent  appraiser,  to  employees,
consultants and directors  of  the  Company.   In addition, the Company will be
authorized,  but  not obligated, to purchase shares  of  Common  Stock  in  the
Limited Market to satisfy  its requirements (including for sale to the trustees
of the Company's ESOP), but only if and to the extent that the number of shares
offered for sale by shareholders  exceeds  the  number  of  shares sought to be
purchased by authorized buyers.

     In the event that the aggregate number of shares offered  for  sale by the
sellers  is  greater than the aggregate number of shares sought to be purchased
by authorized  buyers  and  the  Company, offers to sell will be treated in the
following manner: Offers to sell 1,000  shares or less of Common Stock or up to
the first 1,000 shares if more than 1,000 shares of Common Stock are offered by
any seller will be accepted first.  Offers  to  sell  shares in excess of 1,000
shares of Common Stock will be accepted on a pro-rata basis based on the number
of  shares  owned by those shareholders wanting to sell shares.   If,  however,
there are insufficient  purchase  orders  to  support the primary allocation of
1,000 shares of Common Stock or less per seller,  then the purchase orders will
be allocated equally among each of the proposed sellers  up  to  each  seller's
total  number  of  shares  offered  for  sale.   Subject to applicable legal or
contractual restrictions and the availability of funds,  the  Company currently
intends  to  purchase  sufficient  shares  on  each  Trade  Date  so that  each
shareholder wishing to sell shares will be able to sell at least 1,000  shares.
Such  restrictions include those contained in the Colorado Business Corporation
Act, which prohibit a corporation from purchasing its outstanding shares if, as
a result  of  such  purchase,  (i) the corporation would not be able to pay its
debts  as  they  become  due in the  usual  course  of  business  or  (ii)  the
                                        11
<PAGE>
corporation's total assets  would  be  less than its total liabilities plus any
amount necessary, if the corporation were  to  be  dissolved at the time of the
distribution,  to  satisfy  any  preferential  payments  upon   dissolution  of
shareholders holding a class of stock being repurchased by the corporation. The
Company's  current credit agreement also restricts the Company from  purchasing
Common Stock  if  doing  so  would  cause  it  to  violate one of the financial
covenants   in   the  credit  agreement.  These  financial  covenants   include
requirements to preserve a certain fixed charge coverage ratio, earnings before
interest and taxes  to  interest  expense  ratio  and total outstanding debt to
accounts  receivable  ratio.  In addition, the Company  may  enter  into  other
contracts  in  the  future  which  restrict   its  ability  to  repurchase  its
outstanding Common Stock.

     To the extent that the aggregate number of  shares  sought to be purchased
exceeds the aggregate number of shares offered for sale, the  Company  may, but
is not obligated to, sell authorized but unissued shares of Common Stock in the
Limited  Market.  If  the  number of purchase orders exceeds the number of sell
orders plus any shares sold  by  the  Company,  the  aggregate number of shares
offered for sale will be allocated, pro rata, among the  purchasers  based upon
the total number of shares each has subscribed for.

     All  sellers in the Limited Market, other than the Company, pay Capitol  a
commission  generally equal to 1.5 percent of the proceeds from such sales.  No
commission is  paid  by  purchasers  in the Limited Market. Prior to each Trade
Date, Capitol will receive sell orders  from  shareholders  and buy orders from
authorized purchasers and the Company.  On each Trade Date, Capitol  will match
sellers  and  buyers  of  the  Company's Common Stock (including, to the extent
applicable, the Company) according  to  the  proration  rules  described above.
Capitol will then forward payments to sellers, minus the commission,  and  will
issue in book-entry form, the shares of Common Stock to the purchasers. Capitol
will  not buy or sell shares of Common Stock for its own account or as an agent
for the Company.

     Each  shareholder  of  the  Company  who elects to purchase or sell Common
Stock has an account established with Capitol.  On  the  day  after  each Trade
Date,  a  confirmation  of purchases or sales is generated for each shareholder
showing  price per share,  number  of  shares,  commission  paid,  net  dollars
transacted  and  settlement date. The purchase price for Common Stock purchased
on a Trade date must  generally  be  received  by Capitol within three business
days following such date.

     While the Company established the Limited Market  to  attempt  to  provide
liquidity  to  shareholders,  there  can  be  no  assurance  that there will be
sufficient  liquidity  to  permit  shareholders to resell their shares  in  the
Limited Market.

THE FORMULA

     The purchase price of the shares  of  Common  Stock  in the Limited Market
normally  will be at the formula price described below (the  "Formula  Price").
The Formula Price is established by the Board of Directors of the Company based
on the performance  of  the Company as measured by certain factors listed below
as well as certain other  factors  also listed below which are determined based
on the recommendation of an independent  appraiser.   The Formula Price will be
redetermined  at  least  annually.  The price is determined  according  to  the
                                        12
<PAGE>
following formula (the "Formula"):  the price per share is equal to the product
of (i) a number representing one minus  the  discount for the limited liquidity
of the stock ("D") and (ii) a fraction, the denominator  of which is the number
of outstanding shares and share equivalents ("Wi") and the  numerator  of which
is  the sum of (A) a number which is the product of 2.25 and the book value  of
the Company  at  the end of the applicable period ("BV") and (B) a number which
is the product of  (a) 11.34 ("K") and (b) a number equal to the product of (I)
a market index ("MI") based on certain comparable companies, (II) the after tax
profits from operations  for  the  last  12  month  period  ("P")  and  (III) a
fraction,  the denominator of which is 2 and the numerator of which is the  sum
of (A) the change  in  contract  margin  ("CM"), which is a number equal to the
contract margin for the last 12 months divided  by  the contract margin for the
prior  12  month  period,  where  contract  margin  is the contract  fee  as  a
percentage of contract cost adjusted for program reserves  and  allowances  and
(B)  the change in revenue growth ("R"), which is a number equal to a fraction,
the numerator of which is revenue for the last 12 months and the denominator of
which  is  the  revenue  for  the prior 12 month period times the change in the
consumer price index for that period.   The  Formula  Price of the Common Stock
expressed as an equation, is as follows:

            Formula Price = D((2.25BV + K(MI)(P)((CM+R)/2))/Wi)

     The  "discount  factor"  is  a  number which is intended  to  reflect  the
discount for the limited liquidity of  the  Common Stock and the "market index"
is a number which is intended to reflect existing securities market conditions.
Both of these factors are established annually  by the Board of Directors based
upon the recommendation of an independent appraisal firm.  The 11.34 multiplier
is a constant representing the factor necessary to  equalize  the initial stock
price calculated by the Formula to the appraised price for the  Common Stock on
the date the Formula was adopted.  The remainder of the factors will  be  based
on the Company's historical financial data.

PROCEDURES FOR DETERMINING FORMULA PRICE

     The  Formula  is  used to determine the offering price at which the Common
Stock  will be sold and will  trade  in  the  Limited  Market,  except  in  the
circumstances set forth below.  The present Formula was adopted by the Board of
Directors  on  September  14,  1998,  following a determination by the Board of
Directors that the prior formula no longer resulting in a fair market value for
the Common Stock.  The Board of Directors  believes  the  current  Formula will
generally,  but  not always result in a fair market value for the Common  Stock
within a broad range  of  financial  criteria.  For the year ended December 31,
1999, the formula did not result in a usable fair market value.

     Annually, the Company provides audited financial statements and other data
as requested by the independent appraiser.   The independent appraiser analyzes
that data and recommends two factors of the Formula:  the  Market  Index ("MI")
and  the  Discount  Factor  ("D").  Based on this recommendation, the Board  of
Directors determines the Formula  Price. The Board of Directors also obtains an
appraisal  of the current fair market  value  of  the  Common  Stock  from  the
                                        13
<PAGE>
independent  appraiser  in  order to confirm that the Formula has resulted in a
price which falls within an acceptable  range  of  values  for  the fair market
value of the Common Stock.

     In those circumstances when the Board of Directors determines  the Formula
cannot result or has not resulted in a fair market value for the Common  Stock,
the  Company  establishes  a  price  for  the  Common  Stock  within  the range
established by the independent appraisal. The price of $5.05 per share  at June
30,  1997 and at December 31, 1997 and the price of $7.80 at December 31,  1999
was based  solely on an independent appraisal as were all share prices prior to
the adoption  of the Formula. Such appraisal is required on an annual basis for
purposes of valuing  the  assets  contained  in  the  Company's  ESOP  and  for
determining the price at which the ESOP may purchase shares of Common Stock.

PRICE RANGE OF COMMON STOCK

     The  following  table  sets forth the price per share (after giving effect
for all years presented for a  2  for  1 split of the Company's common stock in
February 1998) at which the Common Stock  was  valued by the Board of Directors
based  on  an  appraisal  performed  by  the Company's  independent  appraiser,
Houlihan Lokey Howard and Zukin Financial  Advisors,  Inc. ("HLHZ") in 1999 and
Legg Mason Wood Walker, Inc., for the years 1986 through 1998.  The 1992, 1993,
both 1994, 1995 and June 1998 appraisal prices were also  the  prices  at which
shares were sold in the Limited Market for each of the following periods ending
on the dates set forth below.
<TABLE>
<CAPTION>

           EFFECTIVE DATE OF APPRAISAL        PRICE PER SHARE
           ---------------------------        ---------------
              <S>                                  <C>
              December 31, 1999                    $7.800
              December 31, 1998                    $7.800
              June 30, 1998                        $5.840
              December 31, 1997                    $5.050
              June 30, 1997                        $5.050
              December 31, 1995                    $4.745
              December 31, 1994                    $4.695
              June 30, 1994                        $4.485
              December 31, 1993                    $4.364
              December 31, 1992                    $3.583
              December 31, 1991                    $3.002
              December 31, 1990                    $2.088
              December 31, 1989                    $2.050
              December 31, 1988                    $2.015
              December 31, 1987                    $1.400
              December 31, 1986                    $0.888

Report of Independent Appraiser

     For  the  1999  year  end  appraisal, HLHZ were engaged as the independent
appraiser  for the Company with respect  to  its  common  stock.   The  Company
believes that  its  current strategic direction aligns more closely with HLHZ's
                                        14
<PAGE>
corporate  background   and   capabilities.    HLHZ  has  extensive  nationwide
experience in the valuation of firms engaged in  similar  initiatives  and with
similar technical expertise as the Company.

     Prior  to the engagement of HLHZ for the December 31, 1999 appraisal,  all
previous appraisals  were  performed  by  Legg  Mason  Wood Walker, Inc. ("Legg
Mason").

     In  connection with the Board's determination of the  Formula  Price,  the
appraiser recommends to the Board of Directors (i) the discount factor ("D") to
reflect the limited liquidity of the Company's Common Stock and (ii) the market
index ("MI")  to  reflect existing securities market conditions.  The appraiser
also provides to the Board of Directors an assessment as to whether the Formula
Price calculated is  within  a  range which the appraiser considers reasonable.
The  appraiser makes these determinations  based  on  its  own  analysis  after
reviewing and analyzing numerous factors including, without limitation, (i) the
Company's  annual  and  quarterly  reports,  (ii)  interviews  with  management
regarding  the  Company's  business, earnings, cash flow, assets and prospects,
(iii)  contract  backlog  data   and  contract  profiles  prepared  by  Company
management, (iv) data regarding the  financial performance and market valuation
of selected public companies deemed by  the  appraiser  to be comparable to the
Company  and  (v)  data relating to recent merger and acquisition  activity  of
selected public companies  deemed  by  the  appraiser  to  be comparable to the
Company.

     In the event the Company's factors for use in the formula  will render the
formula useless or will produce a nonsensical arithmetic result,  the Board may
choose  not  to  seek  the  appraiser's  recommendations  for  formula factors.
Instead,  the  Board  will  seek only the range of stock prices established  by
independent appraisal.

DIVISION OF MARKET REGULATION

     Section 5 of the Securities  Exchange  Act  of  1934  (the "Exchange Act")
generally prohibits operation of an "exchange" to effect any  transaction  in a
security,  or to report any such transaction, unless the exchange is either (i)
registered as  a  national  securities exchange under Section 6 of the Exchange
Act or (ii) exempted from such  registration  because,  in  the  opinion of the
Commission,  the  limited volume of the transactions effected on such  exchange
does not make it necessary,  appropriate  or  in the public interest to require
such registration. The Limited market is not registered  as  an  exchange under
the  Exchange  Act.  The  Company  has  had  discussions with the staff of  the
Division of Market Regulation concerning the operation of the Limited Market in
compliance  with  the  Exchange  Act.  While the Commission  has  not  formally
indicated to the Company any specific  concerns  regarding the operation of the
Limited  Market  it may do so in the future.  If the  Commission  requires  the
Limited  Market to  register  as  an  exchange  or  otherwise  raises  concerns
regarding  operation  of the Limited Market, there can be no assurance that the
Company will be able to continue operation of the Limited Market.

HOLDERS OF COMMON STOCK

     As of February 29,  2000, there were approximately 260 common stockholders
of the Company.
                                        15
<PAGE>
DIVIDENDS

     It is the current policy  of the Company to retain all earnings to provide
funds for the Company's growth. Therefore, the Company has no current intention
of paying cash dividends on the  Common  Stock.   The  Company has not made any
distributions  to  its  shareholders  since  1988.  The Company's  bank  credit
agreement  requires advance approval by the bank for the  Company  to  pay  any
dividends.

ITEM 6. SELECTED FINANCIAL DATA

     The following  selected  consolidated financial data for each of the years
in the five year period ended December  31,  1999  and as of December 31, 1995,
1996,  1997,  1998 and 1999 have been derived from the  consolidated  financial
statements of the  Company.  The  consolidated financial statements for each of
the five years ended December 31, 1995  through 1999 have been audited by Ernst
& Young LLP, independent auditors. The data (in thousands, except for per share
data) should be read in conjunction with the consolidated financial statements,
related  notes,  and other financial information  included  elsewhere  in  this
document.

                                      16


<PAGE>


</TABLE>
<TABLE>
<CAPTION>
                        1995     1996      1997       1998       1999
                        ----     ----      ----       ----       ----
<S>                   <C>        <C>       <C>       <C>        <C>
  Income Statement
  Data:
  Contract revenues   $105,224   $96,246   $92,239   $117,184   $104,887
  Cost of contract      96,633    87,644    78,530     91,747     87,692
  revenues
  Selling, general
  and administrative     4,117     5,431     9,622     15,585     14,589
  expenses
  Other expenses          (292)    2,447     3,668      3,040      3,698
                         -----     -----     -----      -----     ------
  Operating              4,766       724       419      6,812     (1,092)
  profit/(loss)
  Interest expense         850       969     1,589      1,195      1,328
                         -----       ---     -----      -----      -----
  Income (loss)
  before income taxes    3,916      (245)   (1,170)     5,617     (2,420)
  Provision (benefit)
  for income taxes       1,567       (80)     (500)     2,225     (1,408)
                         -----       ---     -----      -----      -----
  Income (loss) from
  continuing             2,349      (165)     (670)     3,392     (1,012)
  operations
  Income (loss) from
  discontinued
  operations, net of
  income taxes(1)(2)      (403)  (10,872)      648     (2,482)         -
                         -----   -------       ---      -----     ------
   Net income (loss)    $1,946  $(11,037)   $   22    $   910    $(1,012)
                        ======  ========    ======    =======    =======
   Basic earnings
   (loss) per share:
       Continuing        $0.27   $(0.02)   $(0.07)    $  0.39    $ (.11)
   operations
   Discontinued
   operations            (0.05)   (1.22)     0.07       (0.29)      .00
                         -----   ------    -------    -------     -----
  Earnings (loss) per
  share                  $0.22   $(1.24)  $  0.00     $  0.10     $(.11)
                         =====   ======   =======     =======     =====
  Diluted earnings
  (loss) per share:
   Continuing
   operations            $0.25   $(0.02)   $(0.07)    $  0.38     $(.11)
   Discontinued
   operations            (0.04)   (1.22)     0.07       (0.28)      .00
                         -----   ------    ------     -------     -----
  Earnings (loss) per
  share-diluted          $0.21   $(1.24)   $ 0.00     $  0.10     $(.11)
                         =====   ======    =======    =======     =====
  Weighted average
  number of shares
  outstanding            8,863    8,875     9,092       8,694     8,830
                         =====    =====     =====       =====     =====
  Diluted average
  number of shares
  outstanding            9,418    8,875     9,092       8,815     8,830
                         =====    =====     =====       =====     =====
</TABLE>

<TABLE>
<CAPTION>


                                       DECEMBER 31,

                        1995     1996      1997       1998       1999
<S>                   <C>       <C>       <C>        <C>        <C>
  Balance Sheet Data:
  Cash and cash       $    235  $     16  $      -   $          $
  equivalents                                    -          -          -
  Working capital       19,713    13,721    12,588     12,242      7,083
  Total assets          91,530    92,690    45,288     57,348     45,935
  Short-term debt       17,074    28,335     9,112     17,890     14,344
  Long-term debt        17,431    18,510     3,333      3,802      2,107
                      --------  --------  --------   --------   --------
  Total Stockholders'
  equity              $ 28,773  $ 17,793  $ 15,810   $ 15,734   $ 17,452
</TABLE>
                                        17
<PAGE>
(1) During 1997, the  Company sold its Space and Telecommunications Systems and
its  Mobile Information  and  Communications  Services  businesses  to  Orbital
Sciences  Corporation.   Results  of  operations  have been restated to exclude
revenues and expenses of discontinued operations from  captions  applicable  to
continuing operations. See Note 2 to the Consolidated Financial Statements.

(2)  During  1995,  the  Company  discontinued the operations of its Simulation
Systems Division, which manufactured  aircraft  flight  simulators  for sale or
lease, and sold its assets to a company primarily owned by one of the Company's
principal  stockholders.  Results  of  operations have been restated to exclude
revenues and expenses of discontinued operations  from  captions  applicable to
continuing   operations.   See   "Certain  Transactions"  and  Note  2  to  the
Consolidated Financial Statements.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD LOOKING STATEMENTS

     This filing may contain "forward-looking"  statements,  as  that  term  is
defined  in  the  Private  Securities  Litigation  Reform  Act  of  1995.  Such
statements  include, but are not limited to, statements concerning expectations
of the Company's future performance in terms of revenue and earnings. There can
be no assurance  that  actual  results  will  not  differ materially from those
projected or suggested in such forward-looking statements.  Factors which could
cause  a  material difference in results include, but are not limited  to,  the
following:  regional  and  national  economic  conditions;  changes in interest
rates;  changes  in  government  spending policies and/or decisions  concerning
specific programs; individual business  decisions  of  customers  and  clients;
developments  in technology; competitive factors and pricing pressures; changes
in government laws  and  regulations; acts of God; and the Company's ability to
achieve the objectives of its business plans.

     The following discussion  and  analysis should be read in conjunction with
the consolidated financial statements  and  notes thereto included elsewhere in
this document.

OVERVIEW

      Computer  Technology  Associates,  Inc.  (the   "Company,"  formerly  CTA
INCORPORATED) provides information technology services  to  Federal,  State and
commercial   markets   including   Year   2000  services,  network  design  and
implementation,  mainframe  to  client-server  conversions,  software  language
upgrades, database development and maintenance, electronic data interchange and
automated  enterprise  management  technologies.   During   1996,  the  Company
completed a five year prime contract with the U.S. Navy and,  although  it  was
ineligible  to  rebid  this  contract  as  the prime contractor, is now a major
subcontractor  receiving  approximately 45% of  the  total  contract  revenues.
During 1997, the Company sold  the  Advanced  Information  Systems division and
several  systems  engineering  contracts  ended.  As  a  result, the  Company's
revenues  from  systems  engineering  services,  principally  to   the  Federal
                                        18
<PAGE>
government,  have declined from $105 million, or 100% of contract revenues,  in
1995 to $54 million,  or  52%  of  contract  revenues, in 1999. During 1997 and
1998,  the  Company  focused  its marketing efforts  on  software  engineering,
primarily Year 2000 services, for  State  and  local governments and commercial
entities  in order to increase such revenues. Also  during  1997,  the  Company
disposed of its Space and Telecommunications Systems and its Mobile Information
and Communications Services businesses. In 1998, the Company also realigned its
corporate organization  to  further  refine  its  focus  on the rapidly growing
market  for commercial and governmental IT services creating  the  CTA  Systems
Engineering Group and the CTA Software Engineering Group.  In 1999, the Company
purchased  Rey,  an  Oracle  partner  reselling Oracle database products.  This
helped establish the Company's presence in and commitment to eBusiness markets.

RESULTS OF OPERATIONS

     The following tables set forth certain  items  in the Company's Statements
of Operations as a percentage of contract revenues:

<TABLE>
<CAPTION>
                                                    YEAR  ENDED
                                                    DECEMBER 31,
                                               ---------------------
                                               1997     1998    1999
                                               ----     ----    ----
<S>                                           <C>      <C>     <C>
Contract revenues:
      Federal (formerly Systems Engineering)   79.6%    62.8%   51.8%
      Non-Federal (formerly Software
        Engineering)                           20.4     37.2    48.2
                                              -----    -----   -----
  Total contract revenues                     100.0    100.0   100.0
  Cost of contract revenues                    85.2     78.3    83.7
  Selling, general and administrative
    expenses                                   10.4     13.3    13.9
  expenses
  Supplemental ESOP contribution                3.2      0.9     1.5
  Other expenses                                0.8      1.7     2.0
                                                ---      ---    ----
  Operating profit                              0.4      5.8    (1.1)
  Interest expense                              1.7      1.0    (1.3)
                                                ---      ---     ---
  Income (loss) before income taxes            (1.3)     4.8    (2.4)
  Provision (benefit) for income taxes         (0.6)     1.9    (1.4)
                                                ---      ---     ---
  Income (loss) from continuing operations     (0.7)     2.9    (1.0)
  Income (loss) from discontinued
  operations, net of income taxes               0.7     (2.1)      -
                                                ---      ---     ---
  Net income (loss)                            (0.0)%    0.8%   (1.0)%
                                               =====     ===    =====
</TABLE>

     The following tables set forth certain items in  the  Company's Statements
of Operations by operating segment:

<TABLE>
<CAPTION>
                                          Year  ended December 31,
                                         --------------------------
                                       1997       1998       1999
                                       ----       ----       ----
                                         (In thousands of dollars)
<S>                                  <C>        <C>        <C>
  Contract revenues:
   Federal (formerly Systems
    Engineering)                     $73,464    $73,579    $54,378
   Non-Federal (formerly Software
    Engineering)                      18,775     43,605     50,509
                                     -------   --------   --------
                                     $92,239   $117,184   $104,887
                                     =======   ========   ========


                                        19
<PAGE>
  Operating profit:
   Federal (formerly Systems
    Engineering)                      $2,933     $5,259    $ 4,415
   Non-Federal (formerly Software
    Engineering)                       1,154      4,593     (1,809)

   Other expenses                     (3,668)    (3,040)    (3,698)
                                       -----      -----      -----
                                      $  419     $6,812    $(1,092)
</TABLE>

1999 COMPARED WITH 1998

     CONTRACT REVENUES.  Contract revenues decreased 10 percent  to  $104.9M in
1999 from $117.2M in 1998.  This change was due primarily to the conclusion  of
several  large  Y2K efforts in both the services and embedded components of the
Company's Y2K practice.   Additionally,  major tasks on other federal contracts
with the Navy and Department of Health Affairs concluded during 1999.

     COST OF CONTRACT REVENUES. Cost of contract  revenues  decreased 4 percent
to  $87.7  million  in  1999  from  $91.7 million in 1998.  As a percentage  of
revenue however, the 1999 figure represents  84  percent compared to 78 percent
in 1998, an increase of 7 percent.  This increase  in  the  percent  of revenue
calculation  stems  from  losses  experienced on the Texas Department of Health
Services ("TDHS") contract and Texas  Guaranteed Student Loan ("TGSL") contract
in 1999.

     SG&A. Selling, general and administrative  expenses  ("SG&A")  decreased 6
percent  from  $15.6 million in 1998 to $14.6 million in 1999.  As a percentage
of revenue, however,  the  1999  figure  represents  14  percent compared to 13
percent in 1998.  This increase in the period represents the cost of additional
selling  expense  incurred  in  the transition from Y2K markets  and  into  new
commercial initiatives.

     SUPPLEMENTAL  ESOP CONTRIBUTION.  During  1999,  the  Board  of  Directors
elected to make a supplemental  contribution  of  approximately $1.6 million to
the Company's employee stock ownership plan ("ESOP").

     OTHER EXPENSES. Other expenses increased to $2.1  million  in 1999 from $2
million in 1998 due to additional reserves and write-downs of certain  contract
receivables.

     OPERATING  PROFIT.  As  a  result  of  the  foregoing,  the Company had an
operating  loss  of $1.1 million in 1999 compared with an operating  profit  of
$6.8 million in 1998.


1998 COMPARED WITH 1997

     CONTRACT REVENUES.  Contract  revenues  increased 27% to $117.2 million in
1998 from $92.2 million in 1997 as a result of  a  132%  increase  in  software
engineering contract revenues.

     Systems  engineering contract revenues increased to $73.6 million in  1998
from $73.4 million  in  1997.   Decreases  in  revenues on the General Services
Administration ("GSA") Eastern Zone contract, which  ended in the third quarter
                                        20
<PAGE>
of 1997, and on the Technical Engineering and Management Support IV ("TEMS IV")
program at Hanscom Air Force Base, which is winding down, and smaller decreases
in  other  Federal  programs,  were partially offset by increases  in  contract
revenues on embedded systems Year 2000 contracts and on GSA Schedule contracts.

     Software engineering contract  revenues increased to $43.6 million in 1998
from $18.8 million in 1997. The increase  is primarily attributable to new Year
2000 conversion contracts with the States of  Michigan and Texas and commercial
companies such as Wells Fargo Bank and Norrell.

     Commercial contract revenues from both systems  engineering  and  software
engineering  services  increased  to  $50.7  million,  or 43% of total contract
revenues,  in  1998 from $18.8 million, or 20% of total contract  revenues,  in
1997.

      COST OF CONTRACT  REVENUES.  Cost of contract revenues increased 16.8% to
$91.7 million, or 78.3% of contract  revenues,  in 1998, from $78.5 million, or
85.2% of contract revenues, in 1997. This decrease in cost of contract revenues
as a percentage of contract revenues resulted primarily  from  the  increase of
higher  margin  commercial  contracts  as  a  percentage  of  overall  contract
revenues.

     SG&A.  SG&A increased to $15.6 million, or 13.3% of contract revenues,  in
1998, from $9.6  million,  or 10.4% of contract revenues, in 1997. The increase
in SG&A reflects the Company's  continued  investment  in infrastructure and in
the  initiatives required to implement the Company's marketing  strategies  and
increased focus on commercial markets.

     SUPPLEMENTAL  ESOP  CONTRIBUTION.  During  1998,  the  Board  of Directors
elected  to  make a supplemental contribution of approximately $1.1 million  to
the Company's employee stock ownership plan (ESOP).

     OTHER EXPENSES.   Other  expenses  increased  to $2.0 million in 1998 from
$0.7  million  in 1997 due to additional reserves and  write-downs  of  certain
contract receivables.

     OPERATING PROFIT.   As  a  result  of  the  foregoing,  the Company had an
operating  profit  of  $6.8  million  in 1998 and an operating profit  of  $0.4
million in 1997.

     LOSS FROM DISCONTINUED OPERATIONS.  The  loss from discontinued operations
for 1998 reflects an adjustment of $2.1 million for the final settlement of the
sales price of the Company's Space and Telecommunications  business,  which was
sold  in  the  third  quarter  of 1997, and a binding arbitration award of $2.0
million to a former employee of that business. The amounts are presented net of
income tax benefit in the Consolidated Statements of Operations.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's net income (loss)  was  $(1.0  million),  $0.9  million, and
($0.02  million), in 1999, 1998 and 1997, respectively. Its cash flow  provided
by (used in) operating activities was $10.6 million, $(1.8 million), and $(10.2
                                        21
<PAGE>
million),  in  1999,  1998  and  1997,  respectively.   The  principal  factors
accounting for the provision (use) of cash in operating activities in 1999 were
$19.3  million  in  reductions  to the outstanding accounts receivable balance.
Several significant receivables were  collected in the period and the growth in
new  receivables  was  slower than previously  experienced.   Depreciation  and
amortization expense accounted  for  $2.5  million  of  cash  added back to net
income,  and  other  changes  in  working capital accounts other than  Accounts
Receivable used ($9.3 million) of cash.   The  principal factors accounting for
the provision (use) of cash in operating activities  in  1998 were $2.3 million
in  losses  on  disposal  of  segments  and  sale  of assets, $1.5  million  of
depreciation and amortization expense, $1.1 million  in other non-cash expenses
and  changes  in  working  capital  accounts using $7.6 million  of  cash.  The
principal factors accounting for the  provision  (use)  of  cash  in  operating
activities  in  1997 were $(3.9 million) non-cash gain on disposal of segments,
$2.8 million of depreciation  and  amortization expense, ($3.6 million) payment
of previously accrued interest, and  changes  in working capital accounts using
$5.6 million of cash.

     Cash provided by (used in) investing activities  totaled  $(4.6  million),
$(4.5  million),  and  $14.4  million,  in  1999,  1998 and 1997, respectively.
Additions to furniture and equipment were $1.4 million,  $2.4 million, and $3.6
million in 1999, 1998 and 1997, respectively. Costs related  to the acquisition
of  Rey used $3.3 million of cash in 1999. Proceeds from the sale  of  segments
provided  $18  million  in  1997  and  an  adjustment to the sales price of the
segments in 1998 used  $2.1 million.

     Cash provided by (used in) financing activities  was  $(6.0 million), $6.2
million and $(4.2 million), in 1999, 1998 and 1997, respectively. Financing was
primarily provided by borrowings under the credit facility and  offset  by  the
repayment  of  long-term debt and the purchase of treasury stock. The Company's
net borrowings (payments)  under  the credit facility were $(3.3 million), $8.8
million, and $(3.7 million), for 1999,  1998  and  1997, respectively. The 1997
amount is net of $5 million proceeds from a new three-year term loan. Repayment
of  long-term  debt was $2.1 million in 1999, $1.7 million  in  1998  and  $0.5
million in 1997.   Net  purchases  of  treasury  stock  were $0.7 million, $1.0
million, and $0.1 million in 1999, 1998 and 1997, respectively.

     In November 1997, the Company entered into a three-year  agreement  with a
bank for a revolving credit facility, which was amended in 1998, providing  the
availability to borrow up to $18 million, which includes a facility for letters
of credit up to $4 million, and which also provides a $5 million term facility.
At  December  31, 1999, there was $13.1 million outstanding under the revolving
credit facility  and  $1.3  million  outstanding under the term facility, to be
repaid in equal quarterly payments.

     Borrowings under the credit facility  are  secured by substantially all of
the Company's assets and bear interest at either  the  lender's  prime  rate or
LIBOR  plus 2.0% to 2.5% (based on the Company's ratio of total funded debt  to
earnings   before  interest,  taxes,  depreciation  and  amortization)  at  the
Company's discretion.   The  weighted  average  rate  in  effect for short-term
borrowings at December 31, 1999 was approximately 8.5%.  Under  the  agreement,
the  Company  pays  an  annual commitment fee on the unused credit line and  an
annual administration fee  on  the  total  revolving  credit  line.  The credit
facility  requires  advance  approval  by the bank for the Company to pay  cash
dividends.  The agreement also includes  financial  covenants which require the
                                        22
<PAGE>
Company to maintain certain financial ratios such as  a  fixed  charge coverage
ratio, earnings before interest and taxes to interest expense ratio  and  total
outstanding debt to accounts receivable ratio. The agreement also requires  the
Company  to  obtain  the  consent of the bank prior to making aggregate capital
expenditures for itself and  its  subsidiaries of greater than $2.5 million per
year.  The Company believes it is in  compliance  with  all  of  the  financial
covenants.

     In  January  1998,  the  Company  completed  the $2.0 million tender offer
accrued for as of December 31, 1997. The Company believes  that  cash flow from
operations  and  available  bank  borrowings  will  provide adequate funds  for
continued operations for the next twelve months. The Company may, however, seek
additional  sources  of  external  capital  to  fund growth  in  new  eCommerce
initiatives including potential acquisitions.

OTHER MATTERS

     The Company assigned certain individuals to identify and correct Year 2000
compliance  issues.   IT  systems  with non-compliant  code  were  modified  or
replaced with systems that were Year  2000 compliant. The individuals were also
responsible for investigating the readiness  of  suppliers, customers and other
third parties along with the development of contingency plans where necessary.

     All necessary IT systems were inventoried and assessed for compliance with
modifications made or replacement systems secured.  IT systems are now believed
to be fully compliant.  Inventories and assessments of non-IT systems have been
completed.

     The Company also identified critical suppliers,  customers and other third
parties  and surveyed their Year 2000 remediation programs.   Risk  assessments
and contingency plans, where necessary, were finalized in 1999.

     The Company  has  not experienced any Y2K disruption to its operations and
does not expect any material disruptions in the future.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     The  market risk inherent  in  the  Company's  financial  instruments  and
positions represents  the  potential  loss  arising  from  adverse  changes  in
interest  rates.   At  December  31,  1999 and 1998 the principal amount of the
Company's aggregate outstanding variable  rate  indebtedness  was $14.3 million
and $19.6 million, respectively.  A hypothetical 10% adverse change in interest
rates would have had an annualized unfavorable impact of approximately $107,000
and $146,000, respectively, on the Company's earnings and cash flows based upon
these year-end debt levels.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this item is included under Item 14(a) of this
document.
                                        23
<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None










                                       24


<PAGE>
                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information regarding the directors
and executive officers of the Company as of December 31, 1999:

<TABLE>
<CAPTION>
NAME                 AGE POSITION
<S>                 <C>  <C>
  C.E. Velez         59  President, Chief Executive Officer and
                         Chairman of the Board
  Gregory H. Wagner  51  Executive Vice President, Chief
                         Financial Officer and Treasurer
  Terry J.           56  Executive Vice President
  Piddington
  Mark Phillips      48  Executive Vice President
  Harvey D. Kushner  69  Director
  (1)
  David R. Mackie    61  Director
  (1)
  Raymond V. Mc      66  Director
  Millan (1)
  James M. Papada,   51  Director
  III (1)
  Arturo             69  Director
  Silvestrini (1)
  Joseph Cinque      46  Director
</TABLE>
___________

(1)  Member of the Compensation Committee and the Audit Committee  of the Board
     of Directors.
___________

     Dr.  C.E.  "Tom"  Velez, a founder of the Company, has been President  and
Chairman of the Board since  the  Company's  organization  in  1979.  Prior  to
founding  the  Company, Dr. Velez was employed by Martin Marietta Aerospace for
three years as Director, Software Engineering Research and Development, and was
previously employed  at  the  NASA  Goddard Space Flight Center for 12 years in
various  positions including Chief of  the  Systems  Development  and  Analysis
Branch.

     Gregory  H.  Wagner  has been Executive Vice President and Chief Financial
Officer and Treasurer of the Company since November 1992. From 1988 to 1992, he
was  Vice President of Finance  of  the  Company.  Mr.  Wagner  was  previously
employed   with  Martin  Marietta  Aerospace  for  fourteen  years  in  various
positions, most recently as Director of Business Management.

     Terry  J.   Piddington   has  been  President  of  the  Company's  Systems
Engineering Group since October  1997  and  before that had been Executive Vice
President of the Company since February 1987.  From 1985 to 1987, he was a Vice
President of the Company's Systems Engineering Services Division.

     Mark Phillips has been an Executive Vice President  since  1996,  prior to
that  he  was  a  Vice  President  since 1992.  He has held positions including
Regional Operations Manager, Division  Director  and Chief Operating Officer of
the  Systems  Group.  Prior to CTA, Mr. Phillips held  various  positions  with
                                        25
<PAGE>
Martin Marietta Corporation.

     Harvey D.  Kushner  has  been  a  Director of the Company since July 1989.
Mr. Kushner formed Kushner Management Planning  Corporation  in 1988 which is a
professional  services  firm  advising  in management, business and  technology
development.  From  1987  to  1988,  he was an  officer  of  Atlantic  Research
Corporation. Prior to 1987, Mr. Kushner  had been employed by the ORI Group for
33 years, having served as Chairman of the  Board of Directors, Chief Executive
Officer, and President for 20 years.

     David R. Mackie has been a Director of the  Company since 1997. Since 1985
he has been an independent consultant and is currently  a Partner in Diplomatic
Resolutions,  Inc.  Prior  to  1985,  he  held  various positions  with  Tandem
Computers, where he was one of the co-founders, and Hewlett-Packard.

     Raymond V. Mc Millan has been a Director of  the Company since August 1996
and  President  of  Information  Technology Services from  April  1996  to  his
retirement in October 1997 and before that had been Executive Vice President of
the Company since February 1991. From  1988 to 1991, he was a Vice President of
the Company. From 1984 to 1987, he was a  Brigadier  General  in  the Air Force
responsible for management of the integration and test of the DOD's  Integrated
Tactical Warning and Attack Assessment System.

     James M. Papada, III has been a Director of the Company since August 1996.
Since 1991, he has been a senior partner in the corporate department of the law
firm  of  Stradley, Ronon, Stevens & Young, a limited liability partnership  in
Philadelphia,    Pennsylvania,   specializing   in   merger   and   acquisition
transactions. He is  also  the  Chairman  of  the  Board of Technitrol, Inc., a
multi-national, diversified manufacturing company listed  on the New York Stock
Exchange. He is also a Director of ParaChem Southern, Inc.,  a  manufacturer of
specialty  chemical  products  and  GlassTech,  Inc.,  a manufacturer of  glass
tempering  and  bending systems. From February 1983 until  December  1987,  Mr.
Papada was President  and  Chief  Operating Officer of Hordis Brothers, Inc., a
privately held glass fabricator.

     Arturo Silvestrini has been a  Director  of the Company since August 1991.
From  November  1991  to  December  1996, he was President  and  CEO  of  Earth
Observation Satellite Corporation. From  1965  to  1991,  he  was with Computer
Sciences Corporation (CSC), as President of various Divisions,  Deputy  to  the
President  of  CSC  Systems  Group  and  as  Senior Vice President for European
operations.

     Joseph L. Cinque has been a Director of the  Company  since July 1999.  He
has  held  various  senior sales management positions at Hewlett-Packard  since
1980, most recent of  which  was  General  Manager  of software sales for North
America.  Prior to that, he was a sales engineer with Hewlett-Packard and Texas
Instruments.

     Executive officers are reviewed annually by the  Board  of  Directors  and
serve at the pleasure of the Board.










                                       26


<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

     The  following table sets forth information regarding the compensation for
1999, 1998  and  1997  of  the  Company's Chief Executive Officer and the three
other  most  highly compensated executive  officers  in  1998  (the  "Executive
Officer Group")  for  services  rendered  in all capacities to the Company. The
Company has no other executive officers.

                            SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                            ANNUAL COMPENSATION        LONG-TERM COMPENSATION
                           -------------------------  -----------------------
                                              Other   Restrict Option  Other
NAME AND PRINCIPAL         Salary    Bonus    Annual   Stock  Awards   Comp.
POSITION(S)        YEAR      ($)       ($)    Comp.   Awards   (#)     ($)(2)
                                              ($)(1)    ($)    (#)
<S>                <C>     <C>       <C>       <C>      <C>   <C>     <C>
C.E. Velez         1999    329,415   106,076   2,040    --      --    131,486
President, Chief   1998    308,000   145,673   2,052    --    22,895   17,915
Executive Officer  1997    280,000   130,220   2,090    --      --     14,480
and Chairman of
the Board

Gregory H. Wagner  1999    221,677    64,553     942    --      --     17,047
Executive Vice     1998    187,000    88,494     954    --    13,900   32,411
President, Chief   1997    170,000   112,455     927    --      --     32,461
Financial Officer
and Treasurer

Terry J.           1999    192,308    52,587   1,536    --      --     17,358
Piddington         1998    180,000    75,634   1,548    --    12,828   24,131
Executive Vice     1997    155,000    25,033   1,396    --      --     14,028

Mark Phillips      1999    151,220    19,530     690    --     2,944  169,874
Executive Vice     1998    140,969    49,179     666    --    22,471   15,852
President          1997    170,786      --       665    --      --     14,361
</TABLE>

___________


(1)  Represents long term disability premiums and group life insurance premiums
for amounts in excess of $50,000.

(2)  Includes amounts of the Company's contributions allocated to participants'
accounts  pursuant  to the Company's 401(k) plan  and  ESOP,  other  relocation
reimbursements  and miscellaneous  cash  payments  pursuant  to  the  Company's
cafeteria plan.

                                        27
<PAGE>



OPTION GRANTS DURING 1999

     The following  table  sets  forth information concerning the stock options
granted during fiscal 1999 to each member of the Executive Officer Group.

<TABLE>
<CAPTION>
                         % of Total
               Number of   Options
                Shares   Granted to
              Underlying  Employees  Exercise              Grant Date
                Options   in Fiscal    Price   Expiration   Present
NAME            GRANTED     YEAR      ($/SH)      DATE       Value
                  (#)                                        ($)(1)
---------      --------- ---------  --------  ----------  ----------
<S>            <C>       <C>        <C>        <C>        <C>
C.E. Velez        --         --         --         --         --

Gregory H.Wagner  --         --         --         --         --

Terry J.Piddington--         --         --         --         --

Mark Phillips   2,944      0.8%       7.80      4/22/06     7,419
</TABLE>

(1)  The  Company  uses  the Black-Scholes model to estimate the fair values of
     options, assuming a risk-free  interest  rate equal to the ninety-day U.S.
     Treasury  Bill rate, expected lives of five  to  ten  years,  an  expected
     volatility factor of .199 and no expected dividends.

FISCAL YEAR-END OPTION VALUES

     The following  table  sets  forth  information  concerning the exercise of
stock options during fiscal 1999 and the number and value  of unexercised stock
options held at year-end by each member of the Executive Officer Group.

<TABLE>
<CAPTION>
                                      Number of
                                     Securities         Value of
                                     Underlying        Unexercised
               Shares               Unexercised      In-the-Money
              Acquired             Options at FY-End   Options at
                 on      Value           (#)          FY-End ($)(1)
              Exercise Realized     Exercisable/      Exercisable/
Name            (#)       ($)       Unexercisable     Unexercisable
----------   --------- ---------   ---------------   --------------
<S>           <C>       <C>         <C>              <C>
  C.E. Velez     --        --       66,642/15,263    201,265/41,973

  Gregory H.     --        --       90,464/9,264     243,156/14,106
  Wagner

  Terry J.       --        --       39,942/8,552     120,641/14,430
  Piddington

  Mark           --        --       12,490/17,925     39,972/27,618
  Phillips
</TABLE>

___________


(1)  There was no public trading market for the Common Stock  on  December  31,
                                        28
<PAGE>
     1999.  Accordingly,  solely for purposes of this table, the values in this
     column have been calculated  on  the basis of an estimated market price of
     $7.80 per share, less the aggregate exercise price of the options.










                                       29


<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain  information  with  regard  to  the
beneficial  ownership  of  the Common Stock as of December 31, 1999 by (i) each
person known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii)  each  director,  each  executive officer and each
member  of  the  Executive  Officer Group and (iii) all current  directors  and
executive officers of the Company as a group:

<TABLE>
<CAPTION>
                                   Shares         Percent
NAME AND ADDRESS OF BENEFICIAL  Beneficially   Beneficially
OWNER(1)(2)                       OWNED (1)      OWNED(3)
------------------------------  ------------  -------------
<S>                             <C>           <C>
  5% Stockholders:
  C.E. Velez                    4,874,678 (4)      49.8%
  ESOP                          1,615,318          16.5
  B.A. Claussen                   883,752 (5)       9.0
  Directors and executive
  officers:
  C.E. Velez                    4,874,678 (4)      49.8%
  Terry J. Piddington             462,374 (6)       4.7
  Raymond V. Mc Millan            227,799 (7)       2.3
  Gregory H. Wagner               212,416 (8)       2.2
  Harvey D. Kushner                20,893 (9)        *
  James M. Papada, III             10,646(10)        *
  Arturo Silvestrini                5,336            *
  David R. Mackie                   4,762            *
All current directors and
executive officers as a group
(9 persons as of December 31,
1999)                           5,837,079(11)      59.7%
</TABLE>

___________

*    Less than 1%.

(1)  Beneficial ownership as  of  December  31,  1999  for each person includes
     shares subject to options held by such person (but  not  held by any other
     person)  which are exercisable within 60 days after such date.  All  share
     amounts are  exclusive  of  shares  beneficially  owned  through the ESOP.
     Beneficial ownership is determined in accordance with the rules of the SEC
     and  generally  includes  voting  or  investment  power  with  respect  to
     securities.

(2)  The  address  for  each  beneficial  owner except for Mr. Claussen is  c/o
     Computer  Technology  Associates,  Inc. 6903  Rockledge  Drive,  Bethesda,
     Maryland 20817. Mr. Claussen's address is c/o SymSystems, L.L.C., 12508 E.
     Briarwood Avenue, Englewood, Colorado 80112.

(3)  The percent beneficially owned is based  on  8,957,703  shares  of  Common
     Stock deemed outstanding as of December 31, 1999 and non-qualified options
     to purchase 826,297 shares of Common Stock which are currently exercisable
     within 60 days after such date.
                                        30
<PAGE>

(4)  Includes non-qualified options to purchase 72,610 shares of Common Stock .

(5)  Includes non-qualified options to purchase 200,000 shares of Common.

(6)  Includes non-qualified options to purchase 40,247 shares of Common Stock.

(7)  Includes non-qualified options to purchase 179,186 shares of Common Stock.

(8)  Includes non-qualified options to purchase 94,088 shares of Common Stock..

(9)  Includes non-qualified options to purchase 6,636 shares of Common Stock.

(1)  Includes non-qualified options to purchase 1,620 shares of Common Stock.

(2)  Includes non-qualified options to purchase 406,877 shares of Common Stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During  1995,  the  Company  discontinued the operations of its Simulation
Systems Division, which manufactured  aircraft  flight  simulators  for sale or
lease.  The  assets  of  the  division  consisted primarily of a cockpit flight
simulator  and various fixed assets, which  had  an  aggregate  value  of  $3.1
million,  net   of   accumulated   depreciation.  These  assets  were  sold  on
September 1, 1995 to a company principally  owned  by  Mr. Claussen, one of the
Company's principal stockholders, for two notes secured  by  the assets with an
aggregate principal amount of $2.2 million, bearing interest at  the  Company's
borrowing  rate which has ranged between 6.00% and 7.75% per annum, and  a  15%
minority interest  in  the  entity  purchasing  the  division,  which  has been
assigned  a  value  of  $0.2 million. In August 1998, the Company received $0.2
million in cash on the $1.8  million  note  and  forgave the balance (which was
charged against the Company's allowance for doubtful  accounts). The other note
was  repaid  from  the  Company's  common stock held by Mr.  Claussen  and  the
Company's minority interest reduced to 7.0%.

     In connection with Mr. Claussen's  resignation  as an officer and director
of the Company, during December 1996 he entered into an Employee Separation and
Non-Competition  Agreement  (the  "Separation  Agreement")   with  the  Company
whereby, in consideration for Mr. Claussen's agreement to not  compete with the
Company  for  a  five  (5) year period, the Company agreed:  (i) to  allow  Mr.
Claussen to retain his outstanding  stock options in the Company until November
28, 2003 and (ii) to pay Mr. Claussen  $175,000  per  year for a period of five
years.  At the same time, Mr. Claussen and Dr. Velez agreed  to  terminate  the
Buy-Sell  Agreement  which had formerly restricted the transfer of their shares
in the Company.  Mr. Claussen  then executed a Stock Restriction Agreement with
respect  to  his  Common Stock on the  same  terms  as  the  Stock  Restriction
Agreements signed by all other shareholders of the Company.

     The Company also  entered  into  a  Consulting Agreement with Mr. Claussen
during December 1996 for a five (5) year term,  whereby  Mr. Claussen agreed to
provide  consulting  services  to the Company, including with  respect  to  the
procurement for the Company of commercial  and  international business.  During
                                        31
<PAGE>
the  term  of the Consulting Agreement, the Company  is  required  to  pay  Mr.
Claussen a fee  equal  to one percent (1%) of (i) the gross revenues derived by
the Company from contracts secured primarily through Mr. Claussen's efforts and
which will generate greater  than  $5  million  of  aggregate  revenue  for the
Company.   The  Company  has  not  paid  any  fees  to  Mr.  Claussen under the
Consulting Agreement.

     Between  May  1993  and  July  1995,  the  Company  made loans aggregating
$500,000  to Dr. Velez for the purchase and construction of  a  new  residence,
evidenced by  a  revolving  promissory note due August 2000 bearing interest at
the same rates applicable to  the  Company under its Credit Facility. Dr. Velez
paid all outstanding principal and accrued  interest  on  the  loan in November
1997.

     In  1999, the Company approved a loan to Dr. Velez of up to  $750,000  for
the purchase  of  a  new  home  related  to  his  relocation  to  the Company's
California  offices.  The note is payable upon demand not later than  September
13, 2004 and bears no interest.  The note is collateralized by a like amount of
value in the  principal  shareholder's  shares  of  the Company's stock.  As of
December 31, 1999, approximately $689,000 of the approved  loan amount has been
disbursed and this amount is currently outstanding.










                                       32


<PAGE>
                                 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

14(A) CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES:      PAGE

     Report of Independent Auditors                               F-1

     Consolidated Balance Sheets                                  F-2

     Consolidated Statements of Operations                        F-4

     Consolidated Statements of Stockholders' Equity              F-5

     Consolidated Statements of Cash Flows                        F-6

     Notes to Consolidated Financial Statements                   F-8

     Financial Statement Schedules:

       Schedule II - Valuation and Qualifying
                     Accounts and Reserves                        F-27

     All other schedules for which provision is made in the applicable
     accounting regulations of the SEC are not required under the related
     instructions or are inapplicable and therefore have been omitted.

     Exhibits:

     23(a) Consent of Ernst & Young LLP                           F-28
     23(b) Consent and Report of Houlihan Lokey Howard & Zukin
           Financial Advisors, Inc.                               F-29
     23(c) Consent of Legg Mason Wood Walker, Inc.                F-36

14(B) REPORTS ON FORM 8-K.

     There were no reports on Form 8-K filed during the fourth quarter of 1999.

14(C) FINANCIAL DATA SCHEDULE
                                         33


<PAGE>


                     COMPUTER TECHNOLOGY ASSOCIATES, INC.


                      Consolidated Financial Statements

                       As of December 31, 1999 and 1998
                       and for each of the three years
                    in the period ended December 31, 1999




                                 CONTENTS


Report of Independent Auditors...........................F-1

Audited Consolidated Financial Statements:

Consolidated Balance Sheets.............................F2-3
Consolidated Statements of Operations....................F-4
Consolidated Statements of Stockholders' Equity..........F-5
Consolidated Statements of Cash Flows...................F6-7
Notes to Consolidated Financial Statements.............F8-26




<PAGE>





                 Report of Independent Auditors


The Board of Directors and Shareholders
Computer Technology Associates, Inc.

We  have  audited  the accompanying consolidated balance sheets of Computer
Technology Associates, Inc. (formerly CTA INCORPORATED) and subsidiaries as
of December 31, 1999  and  1998, and the related consolidated statements of
operations, stockholders' equity,  and  cash  flows  for  each of the three
years in the period ended December 31, 1999.  Our audits also  included the
financial  statement  schedule  listed  in the index at Item 14(a).   These
financial statements and schedule are the  responsibility  of the Company's
management.  Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We  conducted  our  audits in accordance with auditing standards  generally
accepted in the United  States.   Those  standards require that we plan and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.   An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall  financial  statement presentation.   We
believe that our audits provide a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  consolidated financial
position  of  Computer  Technology  Associates,  Inc.  and subsidiaries  at
December  31,  1999  and  1998,  and  the  consolidated  results  of  their
operations and their cash flows for each of the three years  in  the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States.  Also, in our opinion, the related financial
statement  schedule,  when  considered  in  relation to the basic financial
statements taken as a whole, presents fairly  in  all material respects the
information set forth therein.

                                   /s/ Ernst & Young LLP

Washington, D.C.
February 14, 2000



                                        F-1


<PAGE>
             COMPUTER TECHNOLOGY ASSOCIATES, INC.

                  Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                           DECEMBER 31,
                                          1998      1999
                                         -------   -------
                                          (IN THOUSANDS)
Assets
<S>                                     <C>       <C>
Current assets:
   Accounts receivable (NOTES 1 AND 3)  $ 48,909  $ 31,777
   Other current assets (NOTE 4)           1,145     1,682
                                        --------  --------
Total current assets                      50,054    33,459

Furniture and equipment (NOTES 1 AND 4)    8,940     9,555
   Accumulated depreciation and           (5,192)   (6,627)
   amortization                           ------    ------
                                           3,748     2,928
Costs in excess of net assets acquired         -     5,839
(NOTE 1)
Other assets (NOTES 4 AND 8)               3,546     3,709
                                        --------  --------
Total assets                            $ 57,348  $ 45,935
</TABLE>

                                        F-2


<PAGE>
             COMPUTER TECHNOLOGY ASSOCIATES, INC.

                  Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                           DECEMBER 31,
                                          1998      1999
                                          ------  --------
                                          (IN THOUSANDS)
Liabilities and stockholders' equity
<S>                                     <C>       <C>
Current liabilities:
   Notes payable - line of credit (NOTE $ 16,223  $ 13,094
   5)
   Current portion of long-term debt       1,667     1,250
   (NOTE 5)
   Accounts payable                       10,576     5,949
   Accrued expenses (NOTE 4)               4,156     3,181
   Excess of billings over costs and       1,109        77
   contract prepayments
   Other current liabilities                 240        89
   Income taxes payable (NOTE 8)              19       890
   Deferred income taxes (NOTE 8)          3,822     1,846
                                          ------    ------
Total current liabilities                 37,812    26,376

Long-term debt, less current portion       1,667         -
(NOTE 5)
Other long-term liabilities (NOTE 6)       2,135     2,107
Commitments and contingencies (NOTE 11)        -         -
Stockholders' equity (NOTE 7):
   Preferred stock, $1.00 par value,
   1,000,000 shares
    authorized and none issued                 -         -
   Common stock, $.01 par value,
   20,000,000 shares
    authorized (10,000,000 issued in
    1998 and 10,384,616 in 1999)             100       104
   Additional capital                      7,855    12,082
   Retained earnings                      15,438    14,426
                                          ------    ------
                                          23,393    26,612
   Notes receivable from employees          (698)     (698)
(NOTE 10)
   Treasury stock, at cost (1,415,905
shares in 1998
      and 1,426,913 shares in 1999)       (6,961)   (8,462)
                                          ------    ------
Total stockholders' equity                15,734    17,452
                                        --------  --------
Total liabilities and stockholders'     $ 57,348  $ 45,935
equity
</TABLE>


SEE ACCOMPANYING NOTES.

                                        F-3


<PAGE>
             COMPUTER TECHNOLOGY ASSOCIATES, INC.

             Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                    YEAR ENDED DECEMBER 31,
                                   1997      1998      1999
                                 -------- --------  --------
                                   (IN THOUSANDS, EXCEPT PER
                                          SHARE DATA)
<S>                              <C>      <C>       <C>
Contract revenues                $ 92,239 $ 117,184 $ 104,887
 Cost of contract revenues         78,530    91,747    87,692
Selling, general and                9,622    15,585    14,589
administrative expenses
Supplemental ESOP contribution      2,958     1,087     1,581
(NOTE 6)
Other expenses                        710     1,953     2,117
Operating profit                      419     6,812    (1,092)
Interest expense                    1,589     1,195     1,328
Income (loss) before income        (1,170)    5,617    (2,420)
taxes
Income taxes (benefit) (NOTE 8)      (500)    2,225    (1,408)
Income (loss) from continuing        (670)    3,392    (1,012)
operations
 Discontinued operations (NOTE
 2):
   Loss from discontinued
   operations, net of income       (3,272)   (1,094)        -
   taxes
   Gain (loss) on disposal of
   segments, net of income taxes    3,920    (1,388)        -
 Income (loss) from discontinued      648    (2,482)        -
 operations
Net income (loss)                  $  (22)  $   910  $ (1,012)
Earnings (loss) per share (NOTE
9):
   Continuing operations           $ (.07)  $   .39  $   (.11)
   Discontinued operations            .07      (.29)      .00
Earnings (loss) per share          $  .00   $   .10  $   (.11)

Earnings (loss) per share -
 assuming dilution (NOTE 9):
   Continuing operations           $ (.07)  $   .38  $   (.11)
   Discontinued operations            .07      (.28)      .00
Earnings (loss) per share -
assuming dilution                  $  .00   $   .10  $   (.11)
</TABLE>

SEE ACCOMPANYING NOTES.
                                        F-4

<PAGE>
                Computer Technology Associates, Inc.

           Consolidated Statements of Stockholders' Equity


<TABLE>
<CAPTION>
                              (In thousands, except for share data)
                                                          NOTES
                              COMMON                      RECV   TREASURY STOCK
                               STOCK   PAR  ADD    RET    FROM   --------------
                              SHARES  VALUE CAPL   EARN   EMPLS   SHARES   COST
                           ---------- ---- ------ ------- ----   ------- ------
<S>                        <C>        <C>  <C>    <C>     <C>    <C>     <C>
Balance at January 1, 1997 10,000,000 $100 $7,943 $14,550 $698   894,704 $4,102
   Purchase of treasury            -     -      -       -    -   466,500  2,381
   stock (NOTE 7)
   Exercise of stock options       -     -   (191)      -    -   (89,870)  (392)
   Compensatory issuance of
   common stock to                 -     -     12       -    -   (22,354)  (102)
   employees/directors
   Tax benefit of non-
   qualified stock options         -     -    105       -    -         -      -
   exercised
   Net loss                        -     -      -     (22)   -         -      -
Balance at December 31, 1997 10,000,000 100 7,869  14,528  698 1,248,980  5,989
   Purchase of treasury           -      -      -       -    -   214,860  1,196
   stock (NOTE 7)
   Sale of treasury stock to      -      -      -       -    -   (17,141)  (100)
   employees
   Exercise of stock options      -      -    (32)      -    -   (14,000)   (61)
   Compensatory issuance of
   common stock to                -      -     18       -    -   (16,794)   (63)
   employees/directors
   Net income                     -      -      -     910    -         -      -
Balance at December 31, 1998 10,000,000 100 7,855  15,438  698 1,415,905  6,961
   Purchase of treasury           -      -      -       -    -    69,229    536
   stock (NOTE 7)
   Exercise of stock options      -      -    (36)      -    -   (48,054)  (229)
   Compensatory issuance of       -      -     26       -    -   (10,167)   (47)
   common stock to
   employees/directors
   Issuance of new shares       384,616   4 2,996       -    -   384,616  3,000
   Issuance of stock for          -      -  1,241       -    -  (384,616)(1,759)
   acquisition
   Net loss                       -      -      -  (1,012)   -         -      -
                             ---------- --- -----  ------   --- --------- -----
Balance at
   December 31, 1999         10,384,616 104 12,082 14,426   698 1,426,913 8,462
                             ========== === ====== ======   === ========= =====
</TABLE>


SEE ACCOMPANYING NOTES.
                                        F-5

<PAGE>
                  Computer Technology Associates, Inc.

                 Consolidated Statements of Cash Flows



<TABLE>
<CAPTION>
                                            YEAR ENDED DECEMBER 31,
                                           1997       1998      1999
                                         ---------   ------  --------
                                               (IN THOUSANDS)
Operating activities
<S>                                      <C>          <C>    <C>
Net income (loss)                        $    (22)    $ 910  $ (1,012)
 Adjustments to reconcile net income
 (loss) to net cash provided by (used
 in) operating activities:
   (Gain) loss on disposal of segments     (3,920)    2,100         -
   Loss on sale of assets                       -       238        55
   Depreciation and amortization:
    Furniture and equipment                 2,612     1,911     2,119
    Capitalized software development           76         -         -
    costs
    Other noncurrent assets                   390         -       417
    Deferred lease incentives                (271)     (405)        -
   Provision for receivable allowances        360     1,019    (1,157)
   Accrued interest on debt                (3,590)        -        61
   Other noncash expenses                    (224)       81        74
   Changes in assets and liabilities:
    Accounts receivable                       901   (16,628)   19,301
    Recoverable income taxes                 (906)    3,595       821
    Other assets                              463      (126)   (1,184)
    Accounts payable and accrued           (5,017)    5,644    (5,633)
    expenses
     Excess of billings over costs and
     contract prepayments                  (3,180)   (1,629)   (1,032)
    Deferred income taxes, net              2,100     1,495    (2,249)
                                          --------   -------   -------
 Net cash provided by (used in)
   operating activities                  $(10,228)  $(1,795)  $10,581
                                          --------   -------   ------

 INVESTING ACTIVITIES
 Investments in furniture and equipment    (3,584)   (2,391)   (1,414)
 Proceeds from (adjustments to) sale of    18,000    (2,100)         -
 segments
 Proceeds from sale of assets                   -        38       146
 Acquisition costs                              -         -    (3,310)
 Other                                          -         -        12

 Net cash provided by (used in)           -------   --------  --------
 investing activities                     $14,416   $(4,453)  $(4,566)
                                          -------   --------  --------
</TABLE>
                                        F-6

<PAGE>
        COMPUTER TECHNOLOGY ASSOCIATES, INC.

       Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                           YEAR ENDED DECEMBER 31,
                                            1997      1998      1999
                                          -------    ------    -------
                                               (IN THOUSANDS)
 Financing activities
<S>                                      <C>         <C>       <C>
 Net borrowings (payments) under
    bank line of credit agreement        $ (8,684)   $ 8,778   $(3,272)
 Proceeds from term loan                    5,000          -         -
 Repayment of long-term debt                 (450)    (1,666)   (2,084)
 Purchase of treasury stock                  (104)      (993)     (667)
 Sale of treasury stock                         -        100         -
 Proceeds from exercise of stock               34         29         8
 options                                 ---------   -------   --------
 Net cash provided by (used in)          $ (4,204)   $ 6,248   $(6,015)
 financing activities                    ---------   -------   --------
 Net decrease in cash and cash                (16)         -         -
 equivalents
 Cash and cash equivalents at beginning        16          -         -
 of period                               ---------   -------   --------
 Cash and cash equivalents at end of     $      -    $     -   $     -
 period                                  =========   =======   ========

 SUPPLEMENTAL INFORMATION
 Cash paid during the year for:
   Income taxes                          $    117    $   309   $    549
                                         ========    =======   ========
   Interest                              $  8,807    $ 1,037   $  1,419
                                         ========    =======   ========
 Noncash investing and financing
 activities:
   Debt assumed by purchaser (NOTE 2)    $ 27,000    $     -   $      -
                                         ========    =======   ========
   Purchase of treasury stock (NOTE 7)   $  2,019    $     -   $      -
                                         ========    =======   ========
Settlement of note receivable for
  common stock                           $      -    $   203   $      -
                                         ========    =======   ========
</TABLE>


SEE ACCOMPANYING NOTES.
                                        F-7

<PAGE>
        COMPUTER TECHNOLOGY ASSOCIATES, INC.

     Notes to Consolidated Financial Statements

                      December 31, 1999

1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Computer Technology Associates, Inc. ("the Company", formerly
CTA  INCORPORATED)  provides rapid development and deployment
of  advanced  information   technology   ("IT")   to  complex
enterprise applications.  The Company's offerings include  e-
commerce  and  web-enabled  solutions, internet applications,
and  project  management consulting  through  all  stages  of
complex IT projects.   The Company also provides a full range
of   systems  engineering  services   for   IT   encompassing
engineering  support,  network  development  and integration,
information     security,     object-oriented    applications
development, data warehousing,  database  migrations,  legacy
system modernization and embedded systems design, development
and integration.  The Company's current business strategy  is
to  develop a balanced client base across both government and
commercial sectors of the IT services and e-commerce markets.

On May  4,  1999  the Company purchased Rey Consulting Group,
Inc. ("Rey") for $5.95 million, comprised of $2.95 million in
cash and $3.0 million  of  the  Company's  common stock.  The
Company issued 384,616 shares of stock valued  at  $7.80  per
share  in  this  exchange.  The results of operations for Rey
are included in the  Company's income statement subsequent to
May  4,  1999.   Approximately   $6.2   million  of  goodwill
associated with this transaction was recorded  which  will be
amortized   on   a   straight-line   basis   over  10  years.
Approximately $417,000 of goodwill was amortized  during  the
year ended December 31, 1999.

Pro  forma  statements of operations to reflect the effect of
Rey had it been combined with the Company for the three years
ending December 31, 1999 are (in thousands):

<TABLE>
<CAPTION>
                                   YEAR ENDED DECEMBER 31,
                                   1997     1998     1999
                                --------- --------- ---------
<S>                             <C>       <C>       <C>
Contract revenues               $  96,772 $ 122,330 $ 107,102
Net income                      $      20 $   1,366 $  (1,347)
Earnings (loss) per share -     $     .00 $     .15 $    (.15)
assuming dilution
</TABLE>

                                        F-8

<PAGE>
        COMPUTER TECHNOLOGY ASSOCIATES, INC.

     Notes to Consolidated Financial Statements
                    (continued)


1.   THE   COMPANY   AND   SIGNIFICANT   ACCOUNTING  POLICIES
(CONTINUED)

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of
the  Company and its subsidiaries.  Significant  intercompany
accounts   and   transactions   have   been   eliminated   in
consolidation.

USE OF ESTIMATES

The  preparation  of  financial statements in conformity with
generally accepted accounting  principles requires management
to make estimates and assumptions  that  affect  the  amounts
reported  in the financial statements and accompanying notes,
in particular,  estimates  of contract cost and revenues used
in the earnings recognition  process.   Actual  results could
differ from those estimates.

FURNITURE AND EQUIPMENT

Furniture and equipment are carried at cost.  Depreciation is
computed  based  upon  accelerated  methods  using  estimated
useful lives of three to seven years.  Leasehold improvements
are amortized on a straight-line basis over the terms  of the
leases  which  range  from  one  to  seven  years.  Purchased
computer  software  used  by  the Company is amortized  on  a
straight-line basis over a three-year period.

INTANGIBLE ASSETS

Costs  in  excess  of  net  assets  acquired   (goodwill)  is
amortized  on  a  straight-line basis over 10 years,  and  is
displayed   on  the  balance   sheet   net   of   accumulated
amortization  of  $417,000  as  of  December  31,  1999.  The
carrying values of intangible assets, as well as other  long-
lived assets, are reviewed for impairment, if changes in  the
facts  and  circumstances  indicate  potential  impairment of
their carrying values.  Any impairment determined is recorded
in  the  current  period  and  is  measured by comparing  the
discounted cash flows of the related  business  operations to
the appropriate carrying values.

                                        F-9
<PAGE>
        COMPUTER TECHNOLOGY ASSOCIATES, INC.

     Notes to Consolidated Financial Statements
                    (continued)


1.   THE   COMPANY   AND   SIGNIFICANT   ACCOUNTING  POLICIES
(CONTINUED)

CONTRACT REVENUES AND RELATED CONTRACT COSTS

Revenues result from services performed for federal and state
government and commercial customers under  a variety of long-
term  contracts and subcontracts, some of which  provide  for
reimbursement of costs plus fixed fees and/or award fees, and
others  which  are  fixed-price  type.  Revenues on cost-type
contracts are recognized as costs  are  incurred on the basis
of  direct  costs  plus  allowable indirect expenses  and  an
allocable portion of a fixed  fee.   Award  fees on cost-type
contracts are recognized as earned.  Revenues  on fixed-price
type   contracts  are  recognized  using  the  percentage-of-
completion  method  of  accounting,  based  on contract costs
incurred  to  date  compared  with total estimated  costs  at
completion or other measures of  progress  on  the  contract.
Estimated  contract  revenue  at completion includes contract
incentive  fees  at estimated realizable  amounts.   Revenues
from time and materials  contracts  are  recognized  based on
hours  worked  at  amounts  represented  by  the  agreed-upon
billing amounts.

When  adjustments  in  contract value or estimated costs  are
determined, any changes from prior estimates are reflected in
earnings  in  the  current   period.   The  effect  of  these
adjustments could be material  to interim or annual operating
results.   The Company provides for  anticipated  losses,  if
any, on contracts  and  allowances for receivables during the
period in which they are first identified.

Contract  costs related to  government  contracts,  including
indirect costs  for cost-type contracts, are subject to audit
by  government  representatives.   Such   audits   have  been
completed  through  1996,  and  all audit fieldwork has  been
completed for 1997.  Management believes that any adjustments
resulting  from  determinations for  subsequent  periods  and
contract close-outs will not have a significant impact on the
Company's  consolidated  financial  position  or  results  of
operations.

                                        F-10
<PAGE>

        COMPUTER TECHNOLOGY ASSOCIATES, INC.

     Notes to Consolidated Financial Statements
                    (continued)


1.   THE  COMPANY   AND   SIGNIFICANT   ACCOUNTING   POLICIES
(CONTINUED)

STOCK-BASED COMPENSATION

The Company  has  elected  to  continue accounting for stock-
based compensation under Accounting  Principles Board Opinion
No.  25,  "ACCOUNTING  FOR  STOCK ISSUED TO  EMPLOYEES."   In
addition, the Company has adopted the provisions of Statement
of   Financial  Accounting  Standards   ("SFAS")   No.   123,
"ACCOUNTING  FOR  STOCK-BASED  COMPENSATION,"  regarding  the
required disclosure provisions of the pro forma effect on net
earnings  and  earnings  per  share.  Compensation expense is
recognized for stock options and  other  stock  grants to the
extent the exercise price is less than the fair market  value
of the Company's common stock at the date of grant.

NEW ACCOUNTING PRONOUNCEMENTS

In 1998, the Financial Accounting Standards Board issued SFAS
No.  133,  "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES,"   which  establishes  accounting  and  reporting
standards  for  derivative   instruments,  including  certain
derivative instruments embedded  in  other  contracts and for
hedging   activities.    It  requires  recognition   of   all
derivatives as either assets  or liabilities in the statement
of financial position at their  fair  value. SFAS No. 133, as
amended,  is applicable to the Company beginning  January  1,
2001.   The   impact  of  this  statement  on  the  Company's
statement  of  financial  position  is  not  expected  to  be
significant.

                                        F-11

<PAGE>
        COMPUTER TECHNOLOGY ASSOCIATES, INC.

     Notes to Consolidated Financial Statements
                    (continued)


2. DISPOSAL OF SEGMENTS

In   August  1997,   the   Company   sold   its   Space   and
Telecommunications  Systems  and  its  Mobile Information and
Communications   Services  businesses  to  Orbital   Sciences
Corporation ("Orbital")  in  exchange for $18 million in cash
and  assumption  by  Orbital of certain  liabilities  of  the
Company.  In addition, Orbital paid to certain lenders of the
Company an aggregate of  $27  million in partial satisfaction
of  the Company's obligations to  such  lenders.   The  final
purchase  price  was  subject  to certain adjustments and was
subsequently reduced by $2.1 million in 1998.

The consolidated statements of operations  exclude  sales and
expenses  of discontinued operations from captions applicable
to  continuing   operations.    The  discontinued  operations
include  an  allocation  of interest  expense  based  on  the
proportion of debt paid by  Orbital  to  the  Company's total
debt  outstanding at the time of the sale.  Interest  expense
allocated  to  discontinued  operations  was  $2.1 million in
1997.  Net sales of the Space and Telecommunications  Systems
business prior to its disposition were $66.8 million in 1997.
There   were   no   sales  for  the  Mobile  Information  and
Communications Services  business  prior  to its disposition.
The  loss  from discontinued operations was $3.3  million  in
1997 and $1.1  million  in 1998, net of income tax.  The 1997
gain from the disposal of  the  businesses  was $3.9 million,
net  of income tax.  The 1998 loss from the disposal  of  the
businesses  was $1.4 million in 1998.  The income tax benefit
related to these  discontinued  segments  was $2.1 million in
1997 and $1.5 million in 1998.

The  loss from discontinued operations for 1998  reflects  an
adjustment  of  $2.1  million on the disposal of segments for
the final settlement of  the  sales  price  to  Orbital and a
binding  arbitration  award  of  $2.0  million  to  a  former
employee of that business.  The amounts are presented net  of
income   tax   benefit  in  the  consolidated  statements  of
operations.

During 1997, the  Company  also sold its Advanced Information
Systems ("AIS") division for  approximately $.4 million.  The
net contract revenues of AIS prior  to  its  disposition were
$.9 million in 1997 and is included in continuing operations.


                                        F-12
<PAGE>
          COMPUTER TECHNOLOGY ASSOCIATES, INC.

         Notes to Consolidated Financial Statements
                      (continued)


2. DISPOSAL OF SEGMENTS (CONTINUED)

In  1995,  the  Company sold its Simulation Systems  Division
("SIM") to a former  director  and a principal stockholder of
the Company and other investors  in  exchange  for  two notes
secured  by  the  assets  of  the  division with an aggregate
principal  amount of $2.2 million, bearing  interest  at  the
Company's borrowing  rate  and a 15% minority interest in the
purchasing  entity, valued at  $.2  million.   In  1998,  the
Company received $.2 million in cash on the $1.8 million note
and  forgave the  balance  (which  was  charged  against  the
Company's  allowance  for doubtful accounts).  The other note
was repaid from the Company's common stock held by the former
director.   In  connection   with   these  transactions,  the
Company's minority interest was reduced to 10.6%.  Subsequent
capital transactions by SIM have resulted  in  a  decrease of
the Company's minority interest to 7.0%.

3. ACCOUNTS RECEIVABLE

<TABLE>
<CAPTION>
                                         DECEMBER 31,
                                        1998      1999
                                     --------  --------
Accounts receivable:                    (IN THOUSANDS)
 U.S. Government:
<S>                                   <C>        <C>
   Billed                            $ 20,746  $ 19,691
   Unbilled:
     Contracts in progress              1,012     2,060
     Amounts awaiting contractual       3,505     1,073
     coverage
     Revenue awaiting government
     approval of final indirect rates     286       396
     or contract close-out
  Commercial customers:
   Billed                              15,555     4,353
   Unbilled:
    Contracts in progress              10,071     5,313
                                       51,175    32,886
   Less allowances                     (2,266)   (1,109)
                                     $ 48,909  $ 31,777
</TABLE>

Contracts  in  progress  consist  primarily  of revenues  on  long-term
contracts that have been recognized under the  percentage-of-completion
method  for  accounting  purposes but not billed to  customers.   These
amounts  generally  will  be   billable   upon   product   delivery  or
satisfaction of other contract requirements.


                                        F-13

<PAGE>
            COMPUTER TECHNOLOGY ASSOCIATES, INC.

   Notes to Consolidated Financial Statements (continued)


3. ACCOUNTS RECEIVABLE (CONTINUED)

Amounts  awaiting  contractual  coverage include amounts for which  the
Company expects to obtain the necessary  contract  modifications in the
normal   course   of   business.   At  December  31,  1998  and   1999,
approximately $2.2 million and $1.0 million, respectively, were related
to situations in which disputes  regarding  the  extent  of contractual
coverage have resulted in legal actions or formal claims.   The Company
has  provided  allowances  that it believes adequately provide for  the
resolution of these and other  matters.  The Company expects to realize
substantially all billed and unbilled receivables within one year.

4. COMPOSITION OF CERTAIN FINANCIAL STATEMENT BALANCES

<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                           1998      1999
                                         -------  --------
                                           (IN THOUSANDS)
Other current assets:
<S>                                      <C>       <C>
   Receivables from employees and        $    46   $   828
   stockholders (NOTE 10)
   Prepaid expenses                          584       591
   Other                                     515       263
                                         -------   -------
                                         $ 1,145   $ 1,682
                                         =======   =======
Furniture and equipment:
 Data processing equipment               $ 6,545   $ 7,028
 Office furniture and equipment            1,848     1,974
 Leasehold improvements                      547       553
                                         -------   -------
                                           8,940     9,555
 Accumulated depreciation and             (5,192)   (6,627)
 amortization                            -------   -------
                                         $ 3,748   $ 2,928
                                         =======   =======
Other assets:
 Intangible pension asset (NOTE 6)       $ 1,900   $ 1,239

 Company-owned life insurance                  -       608
 Investment in and notes receivable from     200       188
 SIM (NOTE 2)
   Deferred tax asset (NOTE 8)               835     1,003
   Other                                     611       671
                                         -------  --------
                                         $ 3,546  $  3,709
                                         =======  ========
Accrued expenses:
 Salaries and incentives                $  3,735  $  2,762
 Employee benefit plans                      357       363
 Other                                        64        56
                                        --------  --------
                                        $  4,156  $  3,181
                                        ========  ========
</TABLE>

                                        F-14
<PAGE>
                 COMPUTER TECHNOLOGY ASSOCIATES, INC.

             Notes to Consolidated Financial Statements (continued)


5. NOTES PAYABLE AND SUBORDINATED DEBT

BANK DEBT

In November 1997, the Company entered  into  a three-year agreement with a bank
for  a  revolving credit facility, which was amended  in  1998,  providing  the
availability  to  borrow  up  to  $18  million.   The agreement also included a
facility for letters of credit up to $4 million and  provides a $5 million term
facility.   The  agreement  was  further  amended  in  1999  to   increase  the
availability to borrow up to $21 million on the revolving credit facility.   At
December  31,  1998  and  1999,  there  was  $16.2  million  and $13.1 million,
respectively, outstanding under the revolving credit facility, and $3.3 million
and  $1.25  million, respectively, outstanding under the term facility,  to  be
repaid in equal quarterly payments.

Borrowings under  the  credit  facility are secured by substantially all of the
Company's assets and bear interest  at  either the lender's prime rate or LIBOR
plus  2.0%  to 2.5% (based on the Company's  ratio  of  total  funded  debt  to
earnings  before   interest,  taxes,  depreciation  and  amortization)  at  the
Company's discretion.   The  weighted  average  rate  in  effect for short-term
borrowings  at  December  31, 1998 and 1999 was approximately  7.7%  and  8.5%,
respectively.  Under the agreement,  the  Company pays an annual commitment fee
on  the  unused  credit  line and an annual administration  fee  on  the  total
revolving credit line. The  credit  facility  requires  advance approval by the
bank for the Company to pay dividends.  The agreement also  includes  financial
covenants  which  require the Company to maintain certain financial ratios  and
restricts capital expenditures.

SUBORDINATED DEBT

In December 1993, the  Company  entered  into  a  note  purchase agreement (the
"Notes Agreement") providing for an aggregate principal amount  of  $15 million
of unsecured, senior subordinated notes (the "Notes").  The Notes bore interest
at  12.0%  per  annum (13.0% effective April 1, 1996), payable quarterly.   The
Company was required  at  the election of the holder to repurchase the Notes at
the unpaid principal amount,  plus  accrued  interest,  at  the occurrence of a
transaction which resulted in a change in control of ownership  of  the Company
or  a  "Qualifying Sale" of the Company's common stock as defined by the  Notes
Agreement.  The Notes also provided for payment of contingent interest over and
above the  13.0%  fixed  rate  upon the occurrence of a "Qualifying Sale."  The
sale of the Space and Telecommunications Systems business, as described in Note
2, was a "Qualifying Sale." As a  result,  the  subordinated  debt  was  repaid
during  1997  along  with  accrued  interest  and  contingent  interest of $5.8
million.


                                        F-15

<PAGE>
                    COMPUTER TECHNOLOGY ASSOCIATES, INC.

             Notes to Consolidated Financial Statements (continued)


6. EMPLOYEE BENEFIT PLANS

Substantially all of the Company's employees are eligible to participate in the
Company's  employee  stock  ownership  plan ("ESOP").  The ESOP is designed  to
enable participating employees to share  in  the  growth  and prosperity of the
Company  while  providing them with the opportunity to accumulate  capital  for
their future retirement.   The  ESOP allows only Company contributions, in cash
or in common stock, as determined by the Board of Directors, which are recorded
as compensation expense.  During  1998  and  1999,  the  Board  elected to make
supplemental  contributions  of  approximately  $1.1 million and $1.6  million,
respectively.  Contributions are proportionately allocated on the basis of each
eligible participant's compensation.  Employee vesting  in benefits ranges from
40% at the end of two years to 100% at the end of four years.   Shares  of  the
Company's  common  stock  which  may  ultimately  be distributed by the ESOP to
participants carry certain limited provisions for repurchase  by  the  Company.
Through  December  31, 1999, no shares of the Company's common stock have  been
distributed by the ESOP.   At  December  31,  1998  and  1999,  the  ESOP owned
1,615,318  shares  of  the  Company's  common  stock,  all  of  which have been
allocated to plan participants.

The  Company  and its subsidiaries maintain a 401(k) savings plan which  allows
for Company and  employee  contributions.  Employees  vest  in Company matching
contributions immediately.  The Company's 401(k) plan owned 109,225  shares  of
the Company's common stock at December 31, 1998 and 1999.

In  August  1998,  the Company adopted a Supplemental Executive Retirement Plan
("SERP" or "the Plan").  Eligibility  for  participation  is  determined by the
Compensation Committee of the Board of Directors.  The SERP will provide normal
benefits of sixty percent of average final compensation upon retirement  at age
sixty-two.  The Plan is unfunded; however, the Company has purchased corporate-
owned  life  insurance  to provide for partial funding of the obligations under
the Plan.

The net periodic cost of  the  SERP  for  1998  and  1999  was comprised of the
following (in thousands):

<TABLE>
<CAPTION>
                                  1998    1999
                                 -----   -----
<S>                               <C>     <C>
Service cost                     $  43   $  96
Interest cost                       95     285
Amortization of prior service
cost, net                           97     252
                                 -----   -----
   Net periodic benefit cost     $ 235   $ 633
                                 =====   =====
</TABLE>

                                        F-16

<PAGE>
                    COMPUTER TECHNOLOGY ASSOCIATES, INC.

             Notes to Consolidated Financial Statements (continued)


6. EMPLOYEE BENEFIT PLANS (CONTINUED)

Plan  activity  affecting  the  benefit obligation during 1998 and 1999 and the
reconciliation of the benefit obligation  to  accrued  pension cost at December
31, 1998 and 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
                            1998     1999
                          -------  -------
<S>                       <C>      <C>
Benefit obligation at     $ 3,270  $ 3,395
 Plan inception
Service cost                   43       96
Interest cost                  95      285
Actuarial gain                (13)    (466)
Change in Plan assumptions      -     (302)
                          -------- --------
Benefit obligation at       3,395    3,008
 year end
Unrecognized net               13      800
 actuarial gain
Unrecognized prior         (3,173)  (2,940)
 service cost
Minimum pension liability   1,900    1,239
recorded                  -------  -------
Accrued pension cost      $ 2,135  $ 2,107
                          =======  =======
</TABLE>

Accrued  pension  cost is equal to the Company's accumulated benefit obligation
under the Plan.  An  intangible  asset  of  $1.9  million  and $1.2 million was
recorded  during  1998  and  1999,  respectively, equal to the minimum  pension
liability,  which represents the difference  between  the  accumulated  benefit
obligation at  December  31,  1998  and 1999, and the net periodic benefit cost
charged to operations.  The assumptions  used to measure the benefit obligation
are a 7% discount rate and a 5% average increase  in  compensation  levels  for
1998,  and an 8% discount rate and a 5% average increase in compensation levels
for 1999.

Amounts  charged  to  expense  under  the  above  plans were approximately $4.2
million,   $3.3   million   and   $2.2  million  (including  the   supplemental
contributions)  for  the  years  ended   December  31,  1997,  1998  and  1999,
respectively.   The  Company  currently  provides  no  significant  other  post
retirement benefits.

7. COMMON STOCK AND STOCK OPTIONS

All of the Company's outstanding shares, except  for  those held by C.E. Velez,
the  Company's  Chairman and Chief Executive Officer, contain  restrictions  on
transferability.

The Company completed  a  tender offer for 399,946 shares at $5.05 per share on
December 31, 1997 which resulted in a corresponding increase of treasury stock.
The Board of Directors declared  a  two-for-one  stock  split  for  all  shares
outstanding on January 15, 1998 which is reflected for all periods presented in
these financial statements.


                                        F-17
<PAGE>
                 COMPUTER TECHNOLOGY ASSOCIATES, INC.

             Notes to Consolidated Financial Statements (continued)


7. COMMON STOCK AND STOCK OPTIONS (CONTINUED)

In  December  1991, the Company adopted the 1991 Stock Option and Purchase Plan
which reserves  2,600,000  common  shares for the granting of incentive or non-
qualified  stock  options  or  stock  purchase   rights   through   2001.   The
Compensation Committee of the Board of Directors is authorized to grant options
and  purchase rights and to establish the respective terms, subject to  certain
restrictions.  Options generally are for terms of five to ten years and provide
for vesting  periods  of  three  years.   As  of December 31, 1999, options for
1,839,327 shares are available for grant under this plan.

The  weighted average grant date fair value of an  option  granted  during  the
years  ended  December  31,  1997,  1998  and  1999 was $1.60, $2.38 and $2.52,
respectively.  The Company uses the Black-Scholes  model  to  estimate the fair
values of options, assuming a risk-free interest rate equal to  the  ninety-day
U.S.  Treasury  Bill  rate,  expected  lives  of five to ten years, an expected
volatility factor of 0.199 and no expected dividends.   The  Company recognized
no compensation expense for stock option grants during the three  years  in the
period ended December 31, 1999.

<TABLE>
<CAPTION>
                                              NUMBER OF SHARES
                                           YEAR ENDED DECEMBER 31,
                                          1997       1998       1999
                                        ---------  --------   ---------
<S>                                     <C>         <C>       <C>
 Options outstanding at beginning
 of year (weighted average exercise
 price of $3.96 in 1997, $4.08 in
 1998, and $4.59 in 1999                1,282,126   847,880   1,691,718
 Granted (weighted average exercise
 price of $5.05 in 1997, $5.49 in
 1998, and $7.13 in 1999)                  13,574   906 768     392 803
 Canceled (weighted average
 exercise price of $4.61 in 1997,
 $4.70 in 1998, and $5.16 in 1999)       (357,950)  (48,930)   (197,140)
 Exercised (weighted average
 exercise price of $2.24 in 1997,
 $2.09 in 1998, and $3.83 in 1999)        (89,870)  (14,000)    (48,054)
                                        ----------  --------   ---------
 Options outstanding at end of year
 (weighted average exercise price
 of $4.08 in 1997, $4.59 in 1998,
 and $5.26 in 1999)                       847,880 1,691,718   1,839,327
                                          ======= =========   =========
 Options exercisable at end of year
 (weighted average exercise price
 of $3.16 in 1997, $3.76 in 1998,
 and $4.34 in 1999)                       462,648   705,035     958,509
                                          =======   =======     =======
</TABLE>

                                        F-18
<PAGE>
                 COMPUTER TECHNOLOGY ASSOCIATES, INC.

                 Notes to Consolidated Financial Statements (continued)


7. COMMON STOCK AND STOCK OPTIONS (CONTINUED)


<TABLE>
<CAPTION>
RANGE OF EXERCISE PRICES                         DECEMBER 31,
                                                     1999
                                                 ------------
<S>                                               <C>
$2.01-$3.58:
 Options outstanding:
   Number of shares                                224,000
   Weighted average exercise price                   $2.18
   Weighted average remaining contractual              2.9
   life (in years)
 Options exercisable:
   Number of shares                                224,000
   Weighted average exercise price                   $2.18
$4.36-$5.84:
 Options outstanding:
   Number of shares                              1,304,272
   Weighted average exercise price                   $5.19
   Weighted average remaining contractual              4.1
   life (in years)
 Options exercisable:
   Number of shares                                734,509
   Weighted average exercise price                   $5.00
   $7.80:
 Options outstanding:
   Number of shares                                311,055
   Weighted average exercise price                   $7.80
   Weighted average remaining contractual              6.4
   life (in years)
 Options exercisable:                                 None
</TABLE>


                                        F-19
<PAGE>
                    COMPUTER TECHNOLOGY ASSOCIATES, INC.

                 Notes to Consolidated Financial Statements (continued)


7. COMMON STOCK AND STOCK OPTIONS (CONTINUED)


Pro forma compensation expense associated with  options  granted  subsequent to
December  31,  1994  generally is recognized over a three year vesting  period;
therefore, the initial  impact of applying SFAS No. 123 on pro forma net income
(loss) for 1997 is not representative  of the impact on pro forma net income in
1998  and future years, when the pro forma  effect  is  fully  reflected.   The
Company's pro forma information follows:

<TABLE>
<CAPTION>
                                    YEAR ENDED DECEMBER 31,
                                   1997     1998     1999
                                  -------   -------  --------
                                   (IN THOUSANDS, EXCEPT PER
                                          SHARE DATA)
<S>                               <C>       <C>       <C>
Pro forma income (loss) from
 continuing operations            $ (964)   $ 2,964   $(1,613)
                                  =======   =======   ========
Pro forma earnings (loss) per
 share
 Basic                            $ (.10)   $   .34   $  (.18)
                                  =======   =======   ========
 Diluted                          $ (.10)   $   .34   $  (.18)
                                  =======   =======   ========
</TABLE>

8. INCOME TAXES

The  provision (benefit) for income taxes attributable to continuing operations
consisted of the following components:

<TABLE>
<CAPTION>
                                    YEAR ENDED DECEMBER 31,
                                   1997      1998        1999
                                 -------    -------    -------
                                       (IN THOUSANDS)
Current:
<S>                              <C>         <C>        <C>
 Federal                         $(2,400)    $  600     $  690
 State                              (200)       130        200
                                 --------    ------     ------
                                  (2,600)       730        890
                                 ========    ======     ======
Deferred:
 Federal                          $2,000      1,225     (1,778)
 State                               100        270       (520)
                                  ------     ------     ------
                                   2,100      1,495     (2,298)
                                  ======     ======     ======
                                  $  500    $ 2,225    $(1,408)

</TABLE>

Deferred  income  taxes  reflect  the  net tax effects of temporary differences
between the carrying amounts of assets and  liabilities for financial reporting
purposes and the amounts used for income tax purposes.

                                        F-20
<PAGE>
               COMPUTER TECHNOLOGY ASSOCIATES, INC.

            Notes to Consolidated Financial Statements (continued)


8. INCOME TAXES (CONTINUED)

Significant components of the Company's deferred tax assets and liabilities are
as follows:

<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                             1998       1999
                                           ------      ------
                                            (IN THOUSANDS)
Current deferred tax
liabilities:
<S>                                        <C>         <C>
 Unbilled receivables                      $5,843      $2,961
 Other                                        118          88
                                           ------      ------
                                            5,961       3,049
Current deferred tax assets:
 Contract provisions and allowances         1,350         475
 Accrued vacation                             762         682
 Other accruals                                27          46
                                            -----       -----
                                            2,139       1,203
                                            -----       -----
Net current deferred tax liabilities       $3,822      $1,846
                                           ======      ======
Long-term deferred tax assets:
 Depreciation                              $  480      $  524
 Net operating loss carryforward              350           -
 Other                                        355         479
                                            -----      ------
                                            1,185       1,003
 Less: valuation allowance                   (350)          -
                                          -------      ------
Net long-term deferred tax assets          $  835      $1,003
                                           ======      ======
</TABLE>

A reconciliation of income tax expense at the  statutory federal rate to income
tax expense related to continuing operations at  the Company's effective income
tax rate is as follows:

<TABLE>
<CAPTION>
                                   YEAR ENDED DECEMBER 31,
                                   1997     1998      1999
                                   -----   ------   -------
                                       (IN THOUSANDS)
<S>                                <C>     <C>      <C>
Federal income taxes at statutory
rate                               $(398)  $1,910   $  (824)
State income taxes, net of
federal tax benefit                  (60)     255       (74)
Other                                (42)      60      (510)
                                   ------  ------   --------
                                   $ 500   $2,225   $(1,408)
                                   =====   ======   ========
</TABLE>

                                        F-21
<PAGE>
               COMPUTER TECHNOLOGY ASSOCIATES, INC.

            Notes to Consolidated Financial Statements (continued)


8. INCOME TAXES (CONTINUED)

The  "Other" category for 1999 includes the impact  of  a  net  operating  loss
benefit related to the sale of the Space and Telecommunications Systems and its
Mobile  Information and Communications Services businesses, partially offset by
other permanent differences.

The Company  is  currently  undergoing  an  examination by the Internal Revenue
Service for tax years 1996 and 1997.  This examination  is  in  its early stage
and  future  findings,  if  any,  and  their ultimate resolution and subsequent
impact on the Company cannot be determined at this time.

9. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
                                        YEAR ENDED DECEMBER 31,
                                      1997        1998        1999
                                   --------     --------   ---------
                                 (IN THOUSANDS, EXCEPT FOR SHARE DATA)
Numerator:
<S>                                <C>         <C>         <C>
 Income (loss) from continuing
 operations                        $   (670)   $   3,392   $  (1,012)
 Income (loss) from discontinued
 operations                             648       (2,482)          -
                                   ---------   ----------  ----------
    Net income (loss) for both
    basic and diluted earnings
    per share                      $    (22)   $     910   $  (1,012)
                                   =========   =========   ==========
Denominator:
 Denominator for basic earnings
 per share -
   Weighted average shares
   outstanding                     9,092,214   8,694,133   8,830,055
 Dilutive potential common
 shares:
   Employee stock options                  -     121,333           -
                                   ---------   ---------   ---------
 Denominator for diluted earnings
 per share -
   Adjusted weighted average
    shares and assumed
    conversions                    9,092,214   8,815,466   8,830,055
                                   =========   =========   =========
</TABLE>

Due to a loss from continuing operations  in  1997  and  1999,  employee  stock
options  are  considered  anti-dilutive and not included in the denominator for
diluted earnings per share.

                                        F-22
<PAGE>
                     COMPUTER TECHNOLOGY ASSOCIATES, INC.

            Notes to Consolidated Financial Statements (continued)


10. TRANSACTIONS WITH RELATED PARTIES

The Company made loans in prior years to certain officers and employees related
to the exercise of options  to acquire common stock.  Unpaid amounts related to
the stock exercise price are  presented as a reduction of stockholders' equity.
The notes are for five years and  bear  interest  at the same rates paid by the
Company.

The Company made loans in prior years to two of its  principal stockholders for
relocation costs that include the purchase of new residences.   The  loans were
made  in  exchange  for promissory notes and were secured by deeds of trust  on
residential property.   The loans bore interest at the same rates applicable to
the  Company's  revolving  line  of  credit.   The  remaining  indebtedness  of
approximately $111,000 on one  of  these  loans was paid in 1996. The remaining
outstanding loan of approximately $600,000 was repaid in 1997.

On September 13, 1999, the Company approved  a  loan to a principal shareholder
of the Company of up to $750,000 for the purchase  of a new home related to his
relocation  to  the Company's California offices.  The  note  is  payable  upon
demand not later  than  September  13, 2004 and bears no interest.  The note is
collateralized by a like amount of value  in the principal shareholder's shares
of the Company's stock.  As of December 31, 1999, approximately $689,000 of the
approved  loan  amount  had  been  disbursed  and   this  amount  is  currently
outstanding.

                                        F-23
<PAGE>
                     COMPUTER TECHNOLOGY ASSOCIATES, INC.

            Notes to Consolidated Financial Statements (continued)


11. COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The  Company  has  operating  leases for all of its office  space  and  various
computer and office equipment.   Most  of the office space leases are on a full
service  rental  basis,  but  do  require the  Company  to  pay  increases  for
maintenance and operating expenses  such as taxes, insurance and utilities over
a base year, and also include provisions for renewal.

Certain  of the leases contain provisions  for  periodic  rate  escalations  to
reflect  changes  in  the  consumer  price  index.   Total  rent  expense  from
continuing  operations for the years ended December 31, 1997, 1998 and 1999 was
$2.4 million, $2.2 million and $2.4 million, respectively.

At December 31,  1999,  total  future  minimum  rental  commitments  under non-
cancelable leases are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                             Year           Amount
                             ----          -------
<S>                          <C>           <C>
                             2000          $ 1,780
                             2001            1,791
                             2002            1,397
                             2003            1,083
                             2004              726
                             2005 and after    296
                                           -------
                                           $ 7,073
                                           =======
</TABLE>

LITIGATION

In  October  1996,  a  former  employee  of  the Company filed suit against the
Company alleging, among other things, breach of  contract  in connection with a
profit sharing agreement.  Subsequently, the litigation was stayed by agreement
of  the parties because the profit sharing agreement called for  mandatory  and
binding arbitration.  The arbitration was settled in June 1998 with an award of
$2.0 million, which is included in the loss from discontinued operations.

The Company is involved in certain other litigation incidental to its business.
The most  material  matter could involve arbitration and has a maximum exposure
of $5 million based on  an indemnification agreement.  The Company's management
and external legal counsel  are of the opinion that the outcome of such matters
will not have a material adverse  effect  on  the  financial position or future
operations of the Company.


                                        F-24
<PAGE>
                     COMPUTER TECHNOLOGY ASSOCIATES, INC.

            Notes to Consolidated Financial Statements (continued)

12. OPERATING SEGMENTS

The Company operated in two principal operating segments  through 1999: Federal
and  Non-Federal.  The Federal Segment focuses on systems engineering,  network
development and integration, information security and complex embedded computer
systems.   The Non-Federal Segment focuses on IT services, a major component of
which was Year  2000  compliance  services  in  1998  and  1999  and e-commerce
applications.  The  following table provides certain financial information  for
each operating segment:

<TABLE>
<CAPTION>
                                       YEAR ENDED DECEMBER 31,
                                       1997      1998     1999
                                      ------   -------   -------
                                           (IN MILLIONS)
Contract revenues:
<S>                                   <C>      <C>       <C>
 Federal                              $ 73.4   $  73.6   $  54.4
 Non-Federal                            18.8      43.6      50.5
                                      ------   -------   -------
                                      $ 92.2    $117.2   $ 104.9
                                      ======    ======   =======
Operating profit:
 Federal                              $  3.0    $  5.2   $   4.4
 Non-Federal                             1.1       4.6      (1.8)
 Other expense                          (3.7)     (3.0)     (3.7)
                                      ------    ------   -------
                                     $   0.4    $  6.8   $  (1.1)
                                     =======    ======   =======
Depreciation and amortization
expense:
 Federal                             $   0.8     $ 0.6   $   1.1
 Non-Federal                             0.4       0.9       1.4
 Discontinued operations                 1.6         -         -

Capital expenditures:
 Federal                             $   0.4     $ 1.5   $   0.6
 Non-Federal                             1.4       0.9       0.8
 Discontinued operations                 1.8         -         -

Identifiable assets:
 Federal                             $  27.4     $27.4   $  16.7
 Non-Federal                            12.0      23.8      16.3
 General corporate assets                5.9       6.2      12.9
                                     -------     -----   -------
                                     $  45.3     $57.4   $  45.9
                                     =======     =====   =======
</TABLE>

                                        F-25
<PAGE>
                     COMPUTER TECHNOLOGY ASSOCIATES, INC.

            Notes to Consolidated Financial Statements (continued)


12. OPERATING SEGMENTS (CONTINUED)

The percentages of Federal  contract  revenues  from  U.S. Government customers
that comprise 10% or more of total revenues were as follows:

<TABLE>
<CAPTION>
                                    YEAR ENDED DECEMBER 31,
                                    1997    1998     1999
                                    ----    ----     ----
<S>                                 <C>     <C>      <C>
    Department of Defense            47%     26%      19%
    General Services Administration  16%     19%      20%
</TABLE>

13. SUBSEQUENT EVENTS

On January 27, 2000, the Company purchased Touchscreen  Media  Group,  Inc. for
$2.1  million, comprised of $750,000 in cash and $1.35 million of the Company's
common  stock.   The Company issued 173,671 shares of stock valued at $7.80 per
share  in this exchange.   Approximately  $2.0  million  of  goodwill  will  be
recorded  associated  with  this  transaction  which  will  be  amortized  on a
straight-line basis over 10 years.

















                                        F-26

<PAGE>
                                                              SCHEDULE II


                     COMPUTER TECHNOLOGY ASSOCIATES, INC.

                   VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                    ($000)

                        ALLOWANCE FOR DOUBTFUL ACCOUNTS

<TABLE>
<CAPTION>
                Balance, Charged   Charged            Balance,
                Beginning to Costs to Other           End of
DESCRIPTION     OF       and       ACCOUNTS DEDUCTIONS PERIOD
                PERIOD   EXPENSES
-----------     -------
<S>              <C>       <C>        <C>     <C>     <C>
For the year
ended December
31, 1997         $3,108    $600       $94     $334    $3,468
                 ------    ----      ----     ----    ------
For the year
ended December
31, 1998         $3,468   $1,019     $325    $2,546   $2,266
                 ------   ------     ----    ------   ------

For the year
ended December
31, 1999         $2,266    $300      $ 0     $1,457   $1,109
                 ------    ----      ----    ------   ------
</TABLE>























                                     F-27




<PAGE>



                                             Exhibit 23(a)





           CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We  consent  to  the  incorporation  by  reference  in  the  Registration
Statement  (Form S-8 No. 33-71128) pertaining to the Defined Contribution
401(k) Retirement  Plan of Computer Technology Associates, Inc. (formerly
CTA INCORPORATED) and  in  the  related  prospectus  of  our report dated
February 14, 2000, with respect to the consolidated financial  statements
and  schedule  of  Computer  Technology Associates, Inc. included in  the
Annual Report (Form 10-K) for the year ended December 31, 1999.

                                   /s/ Ernst & Young LLP

Washington, D.C.
April 11, 2000




                                         F-28
<PAGE>
                                                Exhibit 23(b)


March 24, 2000


Mr. Gregory H. Wagner
Executive Vice President, Chief Financial Officer
Computer Technology Associates, Inc.
6903 Rockledge Drive, Suite 800
Bethesda, MD  20817

Dear Mr. Wagner:

We consent to the incorporation by reference, in the Annual Report and
Form 10K for Computer Technology Associates, Inc. ("CTA"), with respect
to the fair market value of minority holdings of the Common Stock of CTA
as of December 31, 1999.




By:/s/Robert D. Kipps
---------------------
Robert D. Kipps
HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.

                                        F-29
<PAGE>


                                                                    Page 1




March 24, 2000

Mr. Gregory H. Wagner
Executive Vice President, Chief Financial Officer
Computer Technology Associates, Inc.
6903 Rockledge Drive, Suite 800
Bethesda, MD  20817

Dear Mr. Wagner:

At your request, on behalf of Computer Technology Associates, Inc., we have
analyzed   certain  financial  information  regarding  Computer  Technology
Associates,  Inc.  (hereinafter  sometimes  referred  to  as  "CTA"  or the
"Company") as set forth herein, and submit this letter on our findings.

The  purpose of this analysis was to express an opinion (the "Opinion")  on
the fair market value, as of December 31, 1999, regarding the Company, on a
minority  interest  basis  for  purposes of administration of the Company's
Employee  Stock  Ownership  Plan  ("ESOP"   hereinafter)  and  other  stock
transactions on the Company's internal market.

CTA  is  an information technology services firm  that  combines  web-based
services,  strategic planning, systems experience and knowledge of embedded
devices to help  clients  in  the government and commercial sectors develop
their  e-business,  systems  and  networks.   The  Company's  services  are
provided through its Vivace and ITS&S business units.

The term "fair market value," as used  herein,  is  defined as the price at
which  an asset would change hands between a willing buyer  and  a  willing
seller when the former is not under any compulsion to buy and the latter is
not under  any  compulsion  to  sell, and both parties are able, as well as
willing, to trade and are well-informed  about the asset and the market for
that asset.

It  is  the  understanding  of  Houlihan Lokey  Howard  &  Zukin  Financial
Advisors, Inc. ("Houlihan Lokey"),  upon  which  it  is  relying,  that the
Company's  Board  of Directors and any other recipient of the Opinion  will
consult with and rely  solely  upon their own legal counsel with respect to
said  definitions.  No  representation  is  made  herein,  or  directly  or
indirectly by the Opinion,  as to any legal matter or as to the sufficiency
of said definitions for any purpose  other  than setting forth the scope of
Houlihan Lokey's Opinion hereunder.

                                        F-30
<PAGE>
In connection with this Opinion, we have made  such  reviews,  analyses and
inquiries   as   we   have  deemed  necessary  and  appropriate  under  the
circumstances. Among other things, we have:

1. reviewed the Company's  audited  financial statements for the two fiscal
   years ended December 31, 1997 and  1998,  audited  statements for fiscal
   1999, proforma financial statements for the Company,  incorporating  the
   TMG  acquisition,  and  Company-prepared  financial  statements  for the
   fiscal  year  ended  December  31,  1999 for the Vivace and ITS&S groups
   which  the  Company's  management has identified  as  the  most  current
   financial statements available;

2. reviewed documentation for the acquisition of Rey Consulting Group, Inc.
   and the proposed acquisition of  Touchscreen Media Group;

3. met with certain members  of  the  senior  management of the Company, to
   discuss  the  operations,  financial  condition,  future  prospects  and
   projected operations and performance of the Company;

4. reviewed forecasts and projections prepared  by the Company's management
   with respect to ITS&S for the years ended December 31, 2000 and 2001 and
   the Vivace business plan and projections for the  years  ended  December
   31, 2000 through 2002;

5. reviewed  certain  other  publicly  available financial data for certain
   companies that we deem comparable to the Company;

6. conducted such other studies, analyses  and  inquiries as we have deemed
   appropriate.

We have relied upon and assumed, without independent verification, that the
financial  forecasts and projections provided to us  have  been  reasonably
prepared and  reflect  the best currently available estimates of the future
financial results and condition  of the Company, and that there has been no
material change in the assets, financial  condition,  business or prospects
of the Company since the date of the most recent financial  statements made
available to us.

We  have  not independently verified the accuracy and completeness  of  the
information  supplied  to  us with respect to the Company and do not assume
any responsibility with respect  to  it.  We  have  not  made  any physical
inspection or independent appraisal of any of the properties or  assets  of
the Company.

It  is  our understanding that the ESOP contains a "put" option that allows
employees  receiving such distributions upon termination, retirement, death
or disability,  to  resell  the shares either to the ESOP or the Company at
the then fair market value. The  effect  of  the ESOP and its contributions
have been considered in our analysis. The subject securities are considered
to represent a less-than-controlling interest in the enterprise.

In  our  analysis  of  the Company, we have taken  into  consideration  the
income-  and cash-generating  capability  of  the  Company.  Typically,  an

                                        F-31
<PAGE>
investor contemplating  an  investment  in a company with income- and cash-
generating capability similar to CTA will evaluate the risks and returns of
its  investment  on  a  going-concern  basis.    Accordingly,   after   due
consideration   of  other  appropriate  and  generally  accepted  valuation
methodologies, the  value  of CTA has been developed primarily on the basis
of  the  market  capitalization  approach  and  the  discounted  cash  flow
approach.

Furthermore, we valued  CTA as a going-concern, meaning that the underlying
tangible assets of the Company  are presumed, in the absence of a qualified
appraisal  of  such assets, to attain  their  highest  values  as  integral
components of a business entity in continued operation and that liquidation
of said assets would  likely  diminish  the  value  of  the  whole  to  the
shareholders and creditors of CTA.

All  valuation  methodologies that estimate the worth of an enterprise as a
going-concern  are   predicated   on  numerous  assumptions  pertaining  to
prospective economic and operating  conditions.  Our opinion is necessarily
based on business, economic, market and other conditions  as they exist and
can be evaluated by us as of the valuation date. Unanticipated  events  and
circumstances may occur and actual results may vary from those assumed. The
variations may be material.

The  Company,  like  other  companies and any business entities analyzed by
Houlihan Lokey or which are otherwise  involved in any manner in connection
with this Opinion, could be materially affected  by  complications that may
occur, or may be anticipated to occur, in computer-related  applications as
a  result  of  the  year  change  from  1999 to 2000 (the "Y2K Issue").  In
accordance  with  long-standing practice and  procedure,  Houlihan  Lokey's
services are not designed to detect the likelihood and extent of the effect
of the Y2K Issue, directly or indirectly, on the financial condition and/or
operations of a business.  Further,  Houlihan  Lokey  has no responsibility
with  regard  to the Company's efforts to make its systems,  or  any  other
systems (including  its vendors and service providers), Year 2000 compliant
on a timely basis. Accordingly, Houlihan Lokey shall not be responsible for
any effect of the Y2K Issue on the matters set forth in this Opinion.

In  accordance with recognized  professional  ethics,  our  fees  for  this
service  are  not contingent upon the opinion expressed herein, and neither
Houlihan Lokey  Howard  &  Zukin  Financial  Advisors,  Inc. nor any of its
employees have a present or intended financial interest in the Company.

Based  upon  the  investigation, premises, provisos, and analyses  outlined
above, and subject  to the attached Limiting Factors and Other Assumptions,
and more fully described  in  the  accompanying  report,  it is our opinion
that, as of December 31, 1999, the fair market value of the Common Stock of
CTA, on a minority interest basis, is reasonably stated in  the  amount  of
SEVEN  DOLLARS  AND  EIGHTY  CENTS  PER  SHARE ($7.80), based on 10,531,998
million fully-diluted shares outstanding.






                                        F-32

<PAGE>

The Opinion, expressed above, is advisory  in nature only. The accompanying
documentation more fully presents the premises,  analyses  and  logic  upon
which  the  Opinion  is founded.  The abbreviated format of the Opinion, as
requested, may not conform  to specific guidelines set forth in the Uniform
Standards of Professional Appraisal  Practice  (U.S.P.A.P.) pertaining only
to the narrative content of reports. Nonetheless,  our  work  files contain
all necessary analyses and documentation to prepare a conforming  narrative
report,  if  so  requested, and our work product is otherwise in compliance
with applicable standards  of  U.S.P.A.P.  Before relying upon the Opinion,
the  accompanying  documentation should  be  read  and  analyzed  in  their
entirety.




By:/s/Robert D. Kipps
---------------------
Robert D. Kipps
HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.

Attachments






                                        F-33
<PAGE>






                  LIMITING FACTORS AND OTHER ASSUMPTIONS


In accordance with recognized professional ethics, the professional fee for
this service is not contingent upon Houlihan Lokey Howard & Zukin Financial
Advisors,  Inc.'s ("Houlihan  Lokey")  conclusion  of  value,  and  neither
Houlihan Lokey nor any of its employees has a present or intended financial
interest in the Company.

The opinion  of value expressed herein is valid only for the stated purpose
and date of the letter.

The conclusions are based upon the assumption that present management would
continue to maintain  the character and integrity of the enterprise through
any sale, reorganization, or diminution of the owners' participation.

This letter and the conclusions arrived at herein are for the exclusive use
of the Company. Furthermore, the letter and conclusions are not intended by
the author, and should  not  be  construed  by the reader, to be investment
advice in any manner whatsoever. The conclusions  reached  herein represent
the  considered opinion of Houlihan Lokey based upon information  furnished
to it by the Company and other sources. The extent to which the conclusions
and valuations  arrived at herein should be relied upon, should be governed
and weighted accordingly.

No opinion, counsel  or  interpretation is intended in matters that require
legal or other appropriate  professional  advice.  It  is assumed that such
opinions, counsel or interpretations have been or will be obtained from the
appropriate professional sources.





                                        F-34
<PAGE>




                               CERTIFICATION

The  undersigned hereby certifies that we have no present  or  contemplated
future  interest  in  the  property that is the subject of this opinion and
have no personal interest or  bias  with  respect  to the parties involved;
neither our employment nor our compensation in connection with this opinion
is in any way contingent upon the conclusions reached  or  values estimated
and  reflects our personal, unbiased professional judgment; this  appraisal
has  been   prepared   in   conformance  with  the  "Uniform  Standards  of
Professional Appraisal Practice"  except  as  noted  herein;  no  person or
persons   other  than  those  acknowledged  below  contributed  significant
professional assistance to the undersigned.

Review Appraiser:



By:/s/ Robert D. Kipps
__________________________
Robert D. Kipps
Senior Vice President

Contributing Appraisers:



By:/s/ Chad D. Lucien, CFA
__________________________
Chad D. Lucien, CFA
Associate



/s/ Brian C. Dolan
__________________________
Brian C. Dolan
Financial Analyst



/s/ Daniel P. Kobayashi
__________________________
Daniel P. Kobayashi
Financial Analyst



                                     F-35

<PAGE>

        CONSENT OF LEGG MASON WOOD WALKER, INC., INDEPENDENT APPRAISERS





     We consent to the incorporation by reference in the Registration Statement
pertaining  to  the  Defined  Contribution  401(k)  Retirement Plan of Computer
Technology Associates, Inc. and in the related prospectus  of  our report dated
February  18, 1999, with respect to the fair market value of minority  holdings
of Common Stock of Computer Technology Associates, Inc. as of December 31, 1998
included in  the  Annual  Reports  (Form  10-K) for the year ended December 31,
1999.

                                 /s/ Legg Mason Wood Walker, Inc.

Baltimore, MD
March 27, 2000




                                     F-36




<PAGE>

                           SIGNATURES


     Pursuant to the requirements of Section 13  or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused  this  report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                      Computer Technology Associates, Inc.


Date: April 13, 2000                  By:/S/ C.E. VELEZ
                                      C.E. Velez
                                      Chairman of the Board
                                      and Chief Executive Officer


     Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



By:/S/ C.E. VELEZ
C.E. Velez
Chairman of the Board, President,
Chief Executive Officer and Director  Date: April 13, 2000


By:/S/ GREGORY H. WAGNER
Gregory H. Wagner
Executive Vice President,
Chief Financial Officer, Principal
Accounting Officer and Treasurer      Date: April 13, 2000


By:/S/ JOSEPH L. CINQUE
Joseph L. Cinque
Director                              Date: April 13, 2000


By:/S/ HARVEY D. KUSHNER
Harvey D. Kushner
Director                              Date: April 13, 2000


By:/S/ DAVID R. MACKIE
David R. Mackie
Director                              Date: April 13, 2000



By:/S/ RAYMOND V. MC MILLAN
Raymond V. Mc Millan
Director                              Date: April 13, 2000


By:/S/ JAMES M. PAPADA, III
James M. Papada, III
Director                              Date: April 13, 2000


By:/S/ ARTURO SILVESTRINI
Arturo Silvestrini
Director                              Date: April 13, 2000


By:/S/ GREGORY H. WAGNER
Gregory H. Wagner
As Attorney-in-Fact                   Date: April 13, 2000