<PAGE>
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                   AMENDMENT 1

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                   OR

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

               FOR THE TRANSITION PERIOD FROM           TO         .

                         COMMISSION FILE NUMBER 0-21054

                           SYNAGRO TECHNOLOGIES, INC.
             (Exact name of Registrant as Specified in its Charter)

                   DELAWARE                                76-0511324
         (State or other jurisdiction                   (I.R.S. employer
      of incorporation or organization)               identification no.)




        1800 BERING DRIVE, SUITE 1000                        77057
                HOUSTON, TEXAS                             (Zip Code)
   (Address of principal executive offices)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (713) 369-1700

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         Common Stock, $.002 par value
                        Preferred Stock Purchase Rights
                             (Title of each class)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]     No [ ].

     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 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. [ ]

     The number of shares outstanding of the Registrant's Common Stock as of
April 24, 2002, was 19,476,781. The aggregate market value of the 14,955,502
shares of the registrant's Common Stock held by non-affiliates of the
Registrant, based on the market price of the Common Stock of $3.18 per share as
of April 24, 2002, was approximately $47,558,496.

                      DOCUMENTS INCORPORATED BY REFERENCE

     None.

================================================================================
<PAGE>
On April 24, 2002, Synagro Technologies, Inc. (the "Company") filed with the
Securities and Exchange Commission (the "SEC") its Annual Report on Form 10-K
for the year ended December 31, 2001 (the "Initial Form 10-K"). In accordance
with the SEC rules, the Company incorporated by reference Part III of the
Initial Form 10-K from the Proxy Statement to be filed by the Company in
connection with its 2002 Annual Stockholders' Meeting, which the Company
anticipated filing on or before April 30, 2002. Since filing the Initial Form
10-K, the Company has determined that it will not file its Proxy Statement prior
to the April 30 deadline and, in accordance with SEC rules, must file an
amendment to its Initial Form 10-K to include the disclosures required by Part
III of Form 10-K. This amendment No. 1 on Form 10-K/A amends Part III of the
Initial Form 10-K in order to include those disclosures required by Part III of
Form 10-K.

                                    PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the Company's
current directors and executive officers:


<TABLE>
<CAPTION>
    NAME                            AGE              POSITION
    ----                            ---              --------

<S>                                 <C>              <C>
Ross M. Patten                      58               Director, Chairman of the Board and Chief Executive Officer

Robert C. Boucher, Jr.              37               President and Chief Operating Officer

Mark A. Rome                        35               Executive Vice President and Chief Development Officer

Alvin L. Thomas II                  36               Executive Vice President and General Counsel

J. Paul Withrow                     36               Executive Vice President and Chief Financial Officer

James P. Carmichael                 43               President and Chief Operating Officer, Processing

Randall S. Tuttle                   38               President and Chief Operating Officer, Operations

Kenneth Ch'uan-k'ai Leung           57               Director

David A. Donnini                    36               Director

Vincent J. Hemmer                   33               Director

Gene Meredith                       60               Director

Alfred Tyler II                     59               Director
</TABLE>


ROSS M. PATTEN was appointed by the board of directors as Chief Executive
Officer in February 1998 and was elected to the position of Chairman of the
Board in August 1998. Prior to joining Synagro, Mr. Patten enjoyed a 17-year
career at Browning-Ferris Industries, where he last served as Divisional Vice
President -- Corporate Development. He also served as Executive Vice President
for Development of Wheelabrator Technologies, a Waste Management, Inc.
subsidiary, and Director and Vice President -- Business Development at Resource
NE, Inc. prior to its acquisition by Waste Management, Inc. Mr. Patten was a
founder, principal and managing director of Bedford Capital, an investment firm
specializing in environmental companies, and of Bedford Management, which
provides consulting services to publicly held waste management and environment
related companies in the areas of growth and acquisition strategy formation and
implementation.

ROBERT C. BOUCHER, JR. was appointed President and Chief Operating Officer in
February 2002. Prior to joining us, Mr. Boucher served as Regional Vice
President of Allied Waste Industries in Tynsboro, Massachusetts. From 1994 to
1997, Mr. Boucher worked for Waste Management of Greater Boston, last serving as
Division President. Mr. Boucher attended Bridgeton Academy in Maine and studied
business administration at Northeastern University in Boston.

MARK A. ROME was appointed Executive Vice President and Chief Development
Officer in 1998. Mr. Rome, an attorney and Certified Public Accountant, joined
Synagro from Sanders Morris Mundy (now Sanders Morris Harris), an investment
banking firm specializing in industry consolidations. He previously practiced
tax and corporate law at Fulbright & Jaworski L.L.P. Mr. Rome received his law
degree from

                                       1
<PAGE>
the University of Texas School of Law and a Masters in Professional Accounting
from the University of Texas Graduate School of Business.

ALVIN L. THOMAS II was appointed Executive Vice President and General Counsel in
1998. Mr. Thomas practiced law with the national law firm Littler Mendelson,
P.C. prior to joining Synagro. Mr. Thomas has also practiced law with the
international law firm of Fulbright & Jaworski, L.L.P. Mr. Thomas received his
law degree from the University of Pittsburgh School of Law and an LL.M. in
Taxation from New York University School of Law. His legal background is
broad-based with emphasis in tax law, employment law, corporate law and
litigation.

J. PAUL WITHROW was appointed Executive Vice President and Chief Financial
Officer in 1999. Mr. Withrow was previously Vice President and Chief Accounting
Officer of Integrated Electrical Services, Inc., which is a leading national
provider of electrical contracting and maintenance services. Prior to that, Mr.
Withrow was a Senior Audit Manager at Arthur Andersen L.L.P. Mr. Withrow is a
Certified Public Accountant and received his Bachelor of Business Administration
in Accounting from the University of Houston.

JAMES P. CARMICHAEL was appointed President Chief Operating Officer, Processing
in June 2001. Prior to joining us, Mr. Carmichael served as Vice President and
General Manager of the Thermal Operations Group of the Bio Gro Division of
Wheelabrator Technologies, Inc. Mr. Carmichael joined Synagro in connection with
the acquisition by Synagro of Bio Gro in August 2000 and became Vice President
responsible for all of our Pelletizing Operations. He holds a Bachelor of
Science degree in Engineering from the University of Connecticut.

RANDALL S. TUTTLE was appointed President and Chief Operating Officer,
Operations in January 2000. Prior to joining Synagro, Mr. Tuttle served as
President of AMSCO, Inc., the leading provider of residuals management,
recycling and land application services in the Southeastern United States. Mr.
Tuttle joined Synagro in connection with the acquisition of AMSCO in April 1999
and became a Regional Vice President responsible for all of Synagro's operations
in the Southeast. Mr. Tuttle is a 1985 graduate of Duke University with degrees
in Political Science and Economics.

KENNETH CH'UAN-K'AI LEUNG is a managing director of investment banking at
Sanders Morris Harris and is the Chief Investment Officer of the Environmental
Opportunities Fund, Ltd. Additionally, Mr. Leung is the Editor of Environmental
Review. Previously, Mr. Leung was associated with Smith Barney for 17 years, and
before that with F. Eberstadt & Company, Inc., Chemical Bank and Chase Manhattan
Bank. He received his B.A. from Fordham College and his M.B.A. from Columbia
University. Mr. Leung serves on the boards of SystemOne, U.S. Plastic Lumber
Corporation, Waterlink, Avista Rosources, Inc. and North Star Passenger.

DAVID A. DONNINI is currently a principal and member with GTCR. He previously
worked as an associate consultant with Bain & Company. Mr. Donnini earned a BA
in Economics summa cum laude, Phi Beta Kappa with distinction, from Yale
University and an MBA from Stanford University where he was the Robichek Finance
Award recipient and an Arjay Miller Scholar. Mr. Donnini serves on the board of
directors of various companies including American Sanitary, Cardinal Logistics
Management, Inc., FutureNext Consulting, Inc., U.S. Aggregates, Inc. and U.S.
Fleet Services.

VINCENT J. HEMMER is currently a principal with GTCR. Mr. Hemmer previously
worked as a consultant with the Monitor Company. He earned a BS in Economics,
magna cum laude, and was a Benjamin Franklin Scholar at The Wharton School of
the University of Pennsylvania. Mr. Hemmer received his MBA from Harvard
University. Mr. Hemmer serves on the board of directors of several companies,
including Hawkeye Communications, Student Transportation of America, Alliant
Resources Group, Inc., Health Quest Global Communication Partners and Coinmach
Corporation.

GENE MEREDITH served more than 15 years in senior management roles in the solid
waste industry. He was a Regional Vice President at Browning-Ferris Industries,
Inc., and Chairman, President and CEO of Mid-American Waste Systems. He
previously served as a director of USA Waste Services, Envirofil, Inc., and as a
general manager of a waste company in St. Paul, Minnesota. Mr. Meredith also has
a law degree, and spent five years as Senior Partner at Meredith & Addicks in
St. Paul, Minnesota.

ALFRED TYLER II has been associated with the environmental services industry for
over 20 years, serving most recently as President and CEO of Enviro-Gro
Technologies until that provider of biosolids management services was sold in
1992 to Wheelabrator Technologies, Inc. Mr. Tyler also heads a private
investment company, is President of a landfill and construction company,
Managing Director of Bedford Capital, and currently serves on the Board of
Directors of US Liquids, Inc.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers, directors and persons

                                       2
<PAGE>
who own more than ten percent of a registered class of the Company's equity
Securities to file reports of ownership with the Securities and Exchange
Commission (the "Commission"). With respect to the year ended December 31, 2001,
the Company believes that all requirements applicable to the Company's executive
officers, directors and ten percent shareholders were complied with on a timely
basis.

ITEM 11.  EXECUTIVE COMPENSATION

The following table reflects all forms of compensation for services to the
Company for the periods indicated for (i) the chief executive officer and (ii)
the next four most highly compensated executive officers (collectively the
"Named Executives").

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                            LONG - TERM COMPENSATION
                                                                                     -------------------------------------
                                                      ANNUAL COMPENSATION                                        STOCK
                                                ------------------------------                  RESTRICTED   OPTION AWARDS
NAME AND PRINCIPAL POSITION                      YEAR     SALARY        BONUS        OTHER         STOCK        (SHARES)
---------------------------                      ----     ------        -----        -----         -----        --------
<S>                                             <C>      <C>           <C>           <C>                        <C>
Ross M. Patten................................. 2001     $275,908      $86,409       $9,600          --         520,000
Chief Executive Officer and                     2000     $218,750      $91,200       $9,600          --         315,000
Chairman of the Board of Director               1999     $150,000      $40,500       $9,600          --         150,000

Mark Rome ..................................... 2001     $177,718      $67,977       $6,000          --         230,000
Executive Vice President and                    2000     $170,417      $69,900       $6,000          --         120,000
Chief Development Officer                       1999     $120,000      $31,500       $6,000          --          90,000

Alvin Thomas .................................. 2001     $177,718      $67,977       $6,000          --         230,000
Executive Vice President and                    2000     $170,417      $69,900       $6,000          --         240,000
General Counsel                                 1999     $120,000      $31,500       $6,000          --          10,000

Randall S. Tuttle ............................. 2001     $177,718      $67,977       $6,000          --         320,000
President and Chief Operating Officer,          2000     $170,417      $69,900       $5,000          --              --
Operations Division                             1999     $ 66,666      $31,500           --          --              --

J. Paul Withrow ............................... 2001     $177,718      $67,977       $6,000          --         230,000
Executive Vice President and                    2000     $170,417      $69,900       $6,000          --         250,000
Chief Financial Officer                         1999     $ 60,000      $31,500       $3,000          --         200,000
</TABLE>

EMPLOYMENT AGREEMENTS

We employ Ross M. Patten, Mark A. Rome, Alvin L. Thomas II, Randall S. Tuttle
and J. Paul Withrow under employment agreements. Each employment agreement has a
continuous 24-month term. The current annual salary under the respective
employment agreement is $275,000 per year for Mr. Patten and $177,718 per year
for each of Messrs. Rome, Thomas, Tuttle and Withrow. Additionally, Messrs.
Patten, Rome, Thomas, Tuttle and Withrow may be entitled to bonus awards up to
50 percent of their respective base salaries, as may be approved by the Board of
Directors, and are entitled to participate in any applicable profit-sharing,
stock option or similar benefit plan. These agreements contain confidentiality
and noncompete provisions.

On January 27, 2000, we entered into an Agreement Concerning Employment Rights
("Employment Rights Agreement") with each of Messrs. Patten, Rome, Thomas and
Withrow. The Employment Rights Agreement provides that in the event that (i) we
terminate the executive's employment for any reason other than Cause (as
defined), death or disability, (ii) the executive terminates their employment
with us for Good Reason (as defined), or (iii) a Change in Control (as defined)
occurs, then the executive shall have the right to receive an option payment
from us. In satisfying this obligation, we will, at our option, (x) issue
options to purchase a certain number registered shares of our common stock
("Base Option Amount") at an exercise price of $2.50 per share, which shall be
fully vested and nontransferable, and shall expire 90 days from the date of
issue; (y) issue registered shares of our common stock equal to the result of
(A) the product of the Base Option Amount multiplied by the fair market value
per share of our common stock less $2.50 ("Stock Value"), divided by (B) the
fair market value per share of our common stock; or (z) a cash payment equal to
the Stock Value. The Base Option Amount, as modified on March 1, 2001, is equal
to the number of outstanding options issued to Messrs. Patten, Rome, Thomas and
Withrow as of the date hereof. These executives would be required to forfeit
their existing vested and unvested stock options if such payment has been made
by us. As of December 31, 2001, Messrs. Patten, Rome, Thomas and Withrow had
options to purchase stock totaling 1,470,000, 680,000, 680,000 and 680,000,
respectively.

                                       3
<PAGE>

OPTION GRANTS

The following table sets forth certain information with respect to stock options
granted to the Named Executives during 2001.

<TABLE>
<CAPTION>
                                           Individual Grants(2)                             Potential Realizable Value
                                           --------------------                               At Assumed Annual Rates
                                   Percent Of Total                                        Appreciation For Option Term(1)
                    Options       Options Granted To       Exercise    Expiration          -------------------------------
     Name           Granted        Employees In Year        Price         Date                  5%                10%
     ----           -------        -----------------        -----         ----                  --                ---
<S>                 <C>               <C>                  <C>           <C>                 <C>              <C>
Ross M. Patten      520,000           12.3%                $2.50         1/2/11              $554,985         $1,653,754

Mark A. Rome        230,000            5.4%                $2.50         1/2/11              $245,474         $  731,468

Alvin L. Thomas     230,000            5.4%                $2.50         1/2/11              $245,474         $  731,468

J. Paul Withrow     230,000            5.4%                $2.50         1/2/11              $245,474         $  731,468

Randall S. Tuttle   320,000            7.5%                $2.50         1/2/11              $341,529         $1,017,695
</Table>

(1)  Potential values stated are a result of using the Security and Exchange
     Commission's method of calculation of five percent and ten percent
     appreciation in value from the date of grant to the end of the option term.
     Such assumed rates of appreciation and potential realizable values are not
     necessarily indicative of the appreciation, if any, that may be realized in
     future periods.

(2)  Unvested options will immediately vest upon a change of control of the
     Company, including acquisition by any person or group of persons of at
     least 25 percent of the common stock of the Company, a merger resulting in
     the existing stockholders of the Company owning less than 50 percent of the
     outstanding stock of the Company following the merger, termination of
     employment without cause and election by the stockholders of a director not
     nominated by a majority of the board.

OPTION EXERCISES AND YEAR-END VALUES

The following table sets forth information with respect to the exercised and
unexercised options to purchase shares of common stock for each of the Named
Executives held by them at December 31, 2001. Of the Named Executives, none
exercised stock options during 2001.

<TABLE>
<CAPTION>

                                                                                               VALUE OF UNEXERCISED
                                                            NUMBER OF UNEXERCISED            IN-THE-MONEY OPTIONS AT
                                                         OPTIONS AT DECEMBER 31, 2001         DECEMBER 31, 2001 (1)
                      SHARES ACQUIRED        VALUE       -----------------------------     ---------------------------
    NAME                ON EXERCISE        REALIZED      EXERCISABLE     UNEXERCISABLE     EXERCISABLE   UNEXERCISABLE
    ----                -----------        --------      -----------     -------------     -----------   -------------
<S>                           <C>                <C>        <C>              <C>                 <C>            <C>
Ross M. Patten              --                 --         548,000          922,000             $ --           $ --

Mark A. Rome                --                 --         279,000          401,000             $ --           $ --

Alvin L. Thomas             --                 --         258,000          422,000             $ --           $ --

J. Paul Withrow             --                 --         250,000          430,000             $ --           $ --

Randall S. Tuttle           --                 --               0          320,000             $ --           $ --
</TABLE>

(1)  Value of in-the-money options calculated based on the closing price per
     share of the common stock on December 31, 2001, ($2.17 per share) as
     reported by the NASDAQ Small Cap Market.

BOARD COMPENSATION

The Company's operations are managed under the broad supervision and direction
of the board of directors, which has the ultimate responsibility for the
establishment and implementation of the Company's general operating philosophy,
objectives, goals and policies.

Each director who is not otherwise compensated by the Company for services as an
officer of the Company is paid for travel expenses, if any. Directors are
compensated $1,000 for attendance at each board committee meeting and $2,000 for
each board meeting. Additionally, with the exception of Messrs. Hemmer and
Donnini, upon their initial appointment or election, directors are granted an
option to acquire 50,000 shares of common stock. In addition, each board member
has the right to elect to receive options in lieu of cash compensation for board
and committee meetings attended, at an exercise price equal to market value of
the common stock on the

                                       4
<PAGE>
trading day immediately preceding the date of the meeting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee has, at any time, been an
officer or employee of the Company and none of these directors serve as a member
of the board of directors or compensation committee of any entity that has one
or more executive officers serving as a member of the Company's board or
Compensation Committee.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

The following table provides certain information regarding the beneficial
ownership of our common stock as of April 24, 2002, by each person known by us
to be the beneficial owner of more than five percent of our outstanding common
stock. As required by the Commission, the ownership percentages shown reflect
beneficial ownership by a stockholder as if no other stockholder has converted
its preferred stock or exercised its options.

<TABLE>
<CAPTION>
             NAME OF PERSON                                                  NUMBER OF            PERCENT
             OR IDENTITY OF GROUP SHARES                              SHARES OF COMMON STOCK      OF CLASS
             ---------------------------                              ----------------------      --------
<S>                                                                        <C>                     <C>
             GTCR Golder Rauner, LLC                                       25,015,130(1)           56.2%
               6100 Sears Tower
               Chicago, IL 60606

             TCW/Crescent Mezzanine, LLC                                   2,321,428(2)            10.7%
               11100 Santa Monica Boulevard, Suite 2000
               Los Angeles, CA 90025

             Astoria Capital Management, Inc.                              2,167,100(3)             11.1%
               6600 S.W. Ninety-Second Avenue, Suite 370
               Portland, OR 97223

             James Rosendall                                               1,603,501(4)             8.2%
               323 Martindale Street
               Sparta, MI 49345

             James A. Jalovec                                              1,814,527(4)             9.2%
               2841 South 5th Court
               Milwaukee, WI 53207

             Randall S. Tuttle                                             1,721,377(5)             8.8%
               1900 Virginia Road
               Winston-Salem, NC 27107

             Kenneth Ch'uan-k'ai Leung                                     1,263,900(6)             6.5%
               126 E. 56th Street, 24th Floor
               New York, NY 10022

             Bill E. Tuttle                                                1,194,668                6.1%
               711 East Twain Avenue
               Las Vegas, NV 89109
</TABLE>
-----------------------
(1)  Represents 62,537.819 total shares of Series D and E Convertible Preferred
     Stock convertible into 25,015,130 shares of Common Stock

(2)  Represents the following shares held by the following entities which are
     indirectly controlled by TCW/Crescent Mezzanine, LLC, a registered
     investment adviser:

<TABLE>
<CAPTION>
                                                                                                         NUMBER OF SHARES
                                                                           NUMBER OF SHARES            OF COMMON STOCK UPON
                                                                       OF SERIES E CONVERTIBLE         CONVERSION OF SERIES E
                                                                            PREFERRED STOCK         CONVERTIBLE PREFERRED STOCK
                                                                       -----------------------       ---------------------------

<S>                                                                           <C>                             <C>
     TCW/Crescent Mezzanine Partners II, L.P. ..................              4,671.257                       1,868,502.80
     TCW/Crescent Mezzanine Trust II ...........................              1,132.313                         452,925.20
</TABLE>

(3)  Astoria Capital Management, Inc. is the beneficial owner of these shares
     pursuant to separate arrangements whereby it acts as investment advisor to
     Astoria Capital Partners, L.P. Richard Koe is the beneficial owner of these
     shares pursuant to his ownership interest in Astoria Capital Management,
     Inc. and Astoria Capital Partners, L.P.

(4)  Includes shares of common stock underlying vested stock options of 221,332
     for Mr. Jalovec and 3,500 for Mr. Rosendall.

(5)  Includes shares of common stock underlying vested stock options of 64,000
     for Mr. Tuttle.

(6)  Includes 137,875 shares and 1,112,125 shares owned by Environmental
     Opportunities Fund (Cayman), L.P., and Environmental Opportunities Fund,
     L.P., respectively. Mr. Leung is the chief investment officer of these
     investment funds.


                                       5
<PAGE>

MANAGEMENT STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of
the Company's common stock at April 24, 2002, by (i) all directors, (ii) the
Named Executives and (iii) all directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                                          NUMBER OF                PERCENT
NAME OF PERSON OR IDENTITY OF GROUP                                       SHARES(1)                OF CLASS
-----------------------------------                                       ---------                --------
<S>                                                                        <C>                        <C>
Ross M. Patten........................................................     658,006                    3.3%
Randall S. Tuttle.....................................................   1,721,377                    8.8%
Mark A. Rome..........................................................     329,000                    1.7%
Alvin L. Thomas II....................................................     306,745                    1.6%
J. Paul Withrow.......................................................     301,000                    1.5%
Kenneth Ch'uan-k'ai Leung (2).........................................   1,263,900(2)                 6.5%
Gene Meredith.........................................................      18,000                      *
Alfred Tyler II.......................................................      34,030                      *
David A. Donnini......................................................  25,015,130(3)                56.2%
Vincent J. Hemmer.....................................................          --                      *

All directors and executive officers as a group (12 persons)..........  29,727,192(4)                64.3%
</TABLE>

-----------------------
*    Less than one percent of outstanding shares.

(1)  Includes shares underlying vested stock options, as follows: Mr.
     Patten-652,000; Mr. Tuttle-64,000; Mr. Rome-325,000; Mr. Thomas-304,000;
     and Mr. Withrow-296,000.

(2)  Includes shares of 1,112,125 and 137,875 held by the Environmental
     Opportunities Fund L.P. and Environmental Opportunities Fund (Cayman) L.P.,
     respectively, of which Mr. Leung is chief investment officer.

(3)  Includes 25,015,130 shares underlying Series D and E Preferred Stock held
     by GTCR, of which Mr. Donnini is a principal.

(4)  Includes (without duplication) all shares referred to above.


                                       6
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We maintain two leases with James A. Jalovec, one of our stockholders, or
one of his affiliates. The first lease has an initial term through July 31, 2004
with an option to renew for an additional five-year period. Rental payments made
under this lease in 2001 totaled approximately $97,000. The second lease has an
initial term through December 31, 2013. Rental payments made under the second
lease in 2001 totaled approximately $110,000. We believe the terms of these
arrangements are at least as favorable to us as would be available from an
unaffiliated party.

SUBORDINATED DEBT

     In August 2000, we entered into an amended and restated Senior Subordinated
Loan Agreement with GTCR Capital Partners L.P., or GTCR Capital, and certain
affiliates of The TCW Group, Inc., or the TCW/ Crescent Lenders, in which GTCR
Capital and the TCW/Crescent Lenders agreed to provide up to $230 million in
subordinated debt financing to fund acquisitions and for certain other uses, in
each case as approved by our Board of Directors and the Board of Directors of
GTCR Capital. GTCR Capital is an affiliate of GTCR, our majority stockholder.

MONITORING AGREEMENT

     In connection with the transactions contemplated by the amended and
restated Senior Subordinated Loan Agreement we entered into an amended and
restated Monitoring Agreement, or the Monitoring Agreement, with GTCR and the
TCW/Crescent Lenders. The primary purpose for the Monitoring Agreement was to
allow the TCW/Crescent Lenders to share in the monitoring fees granted to GTCR
in our original monitoring agreement with GTCR entered into in January 2000.
Under the Monitoring Agreement, we agreed that at the time of any financing
under the Senior Subordinated Loan Agreement, we would pay GTCR and the
TCW/Crescent Lenders a monitoring fee equal to 0.5% of the aggregate amount of
such financing at the time of issuance.

PROFESSIONAL SERVICES AGREEMENT

     In connection with the initial issuance of convertible preferred stock to
GTCR under the Purchase Agreement dated January 27, 2000, we entered into a
Professional Services Agreement with GTCR in which GTCR agreed to provide
certain management and financial services for us. As consideration for such
services, we agreed that at the time of any purchase of convertible preferred
stock under the Purchase Agreement we would pay GTCR a placement fee equal to
0.5% of the amount paid to us in connection with such purchase. The Professional
Services Agreement will continue in effect until such time as GTCR Fund ceases
to own at least 25% of the convertible preferred stock issued under the Purchase
Agreement.



                                       7
<PAGE>

                                   SIGNATURES

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

                                          SYNAGRO TECHNOLOGIES, INC.
                                          (Registrant)

                                          By:      /s/ ROSS M. PATTEN
                                            ------------------------------------
                                                      Ross M. Patten
                                                Chairman of the Board and
                                                 Chief Executive Officer

Date: April 24, 2002

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

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
<S>     <C>                                          <C>                                  <C>

                /s/ ROSS M. PATTEN                    Chairman of the Board and Chief     April 24, 2002
 ------------------------------------------------      Executive Officer and Director
                  Ross M. Patten                       (Principal Executive Officer)


               /s/ J. PAUL WITHROW                   Chief Financial Officer (Principal   April 24, 2002
 ------------------------------------------------           Accounting Officer)
                 J. Paul Withrow


                /s/ GENE MEREDITH                                 Director                April 24, 2002
 ------------------------------------------------
                  Gene Meredith


           /s/ KENNETH CHUAN-KAI LEUNG                            Director                April 24, 2002
 ------------------------------------------------
             Kenneth Chuan-kai Leung


              /s/ ALFRED TYLER, 2ND                               Director                April 24, 2002
 ------------------------------------------------
                Alfred Tyler, 2nd


               /s/ DAVID A. DONNINI                               Director                April 24, 2002
 ------------------------------------------------
                 David A. Donnini


              /s/ VINCENT J. HEMMER                               Director                April 24, 2002
 ------------------------------------------------
                Vincent J. Hemmer
</Table>

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