UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    Form 10-K

                  ANNUALREPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

    For the fiscal year ended August 31, 1999 Commission File Number 0-15587
                              ---------------                 --------------

                  EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.

             (Exact Name of Registrant as Specified in its Charter)

                         Delaware                    52-0991911
                         --------                    ----------
      (State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
       Incorporation or Organization)

                11019 McCormick Road, Hunt Valley, Maryland 21031
              ----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number Including Area Code: (410) 584-7000
                                                           --------------

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

    Securities registered pursuant to Section 12(g) of the Act: Common Stock
                                                                ------------

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. X
          ---

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  of the  Registrant  as of October  29,  1999 was  approximately
$2,629,000.
---------

The number of shares outstanding of the Registrant's Common Stock as of October
29, 1999 was 6,332,515.
             ---------

                       DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the 1999 Annual  Report to  Stockholders  are  incorporated  by
   reference in Part II of this Report.
2. Portions  of the Proxy  Statement  for the Annual  Meeting of  Stockholders
   scheduled for January 13, 2000 are incorporated by reference in Part III of
   this Report.


<PAGE>


                  EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.



                                    FORM 10-K
                                TABLE OF CONTENTS

     Item                                                            Page
     ----                                                            ----

                                     PART I

    1  Business                                                        1
    2  Properties                                                     11
    3  Legal Proceedings                                              11
    4  Submission of Matters to a Vote of Security Holders            11

                                     PART II

    5  Market for the Registrant's Common Stock and Related
         Shareholder Matters                                          12
    6  Selected Financial Data                                        13
    7  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                    13
    8  Financial Statements and Supplementary Data                    20
    9  Disagreements on Accounting and Financial Disclosure           36

                                    PART III

   10  Directors and Executive Officers of the Registrant             37
   11  Executive Compensation                                         37
   12  Security Ownership of Certain Beneficial Owners and
         Management                                                   37
   13  Certain Relationships and Related Transactions                 37

                                     PART IV

   14  Exhibits, Financial Statement Schedules, and Reports on
         Form 8-K                                                     38
       Signatures                                                     42
       Exhibit Index                                                  43


<PAGE>


                                     PART I


ITEM 1.       BUSINESS

General

EA Engineering,  Science,  and Technology,  Inc., together with its wholly-owned
subsidiaries  ("EA"  or  the  "Company")  is an  international  consulting  firm
specializing in the fields of energy,  the  environment,  and health and safety.
Through  its  network  of more  than 20 branch  and  satellite  offices  and its
international  operations,  EA provides scientific,  engineering,  economic, and
management solutions to government,  industrial and utility clients. The goal of
the Company is to help  management  in industry  and  government  improve  their
performance and achieve their business and organizational objectives.

EA's  organizational  structure consists of the parent company,  EA Engineering,
Science, and Technology, Inc.; its wholly-owned subsidiaries, EA International,
Inc. and EA Financial,  Inc.; and EA Financial's wholly-owned  subsidiaries,  EA
Global, Inc. and EA de Mexico, S.A. de C.V.

The Company was founded and initially  incorporated in Maryland in 1973; after a
name change, the Company was subsequently  incorporated in Delaware in 1986. The
Company was initially engaged in environmental assessment and permitting related
to power plant siting and expansion.  Since that time, the Company has responded
to market  conditions  and  opportunities  by expanding  its services and client
base. EA provides its services  through a network of offices located  throughout
the United States, Mexico and Guam.

Historically,  the demand for EA's services was driven largely by federal, state
and local environmental laws and regulations  impacting the Company's clients. A
great deal of cleanup  activity and  progress has been  generated as a result of
those laws and  regulations;  in 1996, the U.S.  environmental  market  reported
revenues of $186 billion. However, as with all regulatory-driven businesses, the
industry and the Company's  performance are inextricably  linked to the pace and
intensity with which the  regulations  are written,  promulgated,  and enforced.
During  the past  several  years the  regulatory  enforcement  pace has  slowed,
resulting in an increasingly competitive environmental market.

More recently, the demand for the Company's services has been stimulated by new,
more  business-oriented  factors,  including  the  recognition  that  it is more
cost-effective to prevent pollution than to remediate it after discharge and the
success  of  market-based  programs  such  as  wetlands  banking.  Within  these
incentive  systems  are  a  series  of  programs,  such  as  emissions  trading,
brownfields  redevelopment,  and  wetlands  banking,  that  provide a benefit to
clients and  contribute to the overall  enhancement  of  environmental  quality.
Additionally,  many  clients  now see  environmental  strategy  as a  method  of
increasing global competitiveness and enhanced  profitability.  EA believes that
this  strategic  shift  will  stimulate  opportunity  for its  business-oriented
consulting services in both the domestic and international markets.

In the  Company's  role as an advocate  and  strategic  resource to clients,  EA
provides  the  management   perspective  and  technical  skills  to  anticipate,
identify, address and resolve those energy, environmental, and health and safety
issues affecting business performance and profitability.

<PAGE>

Management Consulting Services

EA provides  management  consulting  services to clients in the areas of energy,
the environment,  and health and safety. The Company's primary service areas are
Water Quality and Water Resources Management, Energy and Air Quality Management,
Ecotoxicology and Bioassessment,  Natural Resource and Risk Management, Sediment
Management,  Site  Characterization  and  Remediation,  Solid Waste  Management,
In-Plant Services,  Information Management Technology, and Strategic Planning of
Environmental Issues.

The multi-faceted nature of most environmental  problems,  however,  requires an
interdisciplinary team of professionals to provide an integrated solutions,  and
strict classification by service area is not practical for most of the Company's
consulting  practice.  In  providing  its  services,  EA has  developed  certain
remedial and  analytical  technologies,  planning and management  services,  and
processes for the mitigation and control of  environmental  damage and risks. In
addition,  EA  assists  clients in  responding  to issues  raised by  regulatory
agencies,  community groups, and "interested" organizations.  All of the service
areas are part of the vertically-integrated  capabilities the Company offers its
clients.

The  Company's  services  normally  are  performed  by  a  team  of  scientists,
engineers, planners and economists and include a combination of the following:

o Consultation to determine the nature and scope of potential
  environmental, energy, or health and safety problems.
o Development and implementation of solutions to identified
  environmental, energy, or health and safety issues.
o Economic analyses, database development, strategic and tactical
  planning of environmental, energy, and health and safety programs.
o On-site sampling, monitoring, and measurement of discharges and emissions.
o Evaluation of environmental or human health risks.
o Preparation of reports for regulatory agencies.
o Participation and representation of clients in public and regulatory hearings.
o Engineering certification of design specifications.
o Design and implementation of remedial action.
o Environmental program management and outsourced support.

The  Company's  contracts  are  generally  undertaken  on a  time-and-materials,
fixed-price,  or  cost-plus-fixed-fee  basis.  Fixed-price contracts and certain
time-and-materials  and cost-plus contracts with upset limits require EA to bear
the risk of cost  overruns.  Most of the  Company's  contracts  provide that the
client may at any time cancel any portion of the work not yet performed.

The following  table reflects the  approximate  percentage of  consolidated  net
revenue  derived by contract type in each of the three years in the period ended
August 31, 1999:

                                               Year Ended August 31
                  ----------------------------------------------------
                                             1999      1998      1997
                  ----------------------------------------------------

                  Time-and-materials          37%       33%       34%
                  Fixed-price                 41        48        44
                  Cost-plus-fixed-fee         22        19        22
                  ----------------------------------------------------
                                             100%      100%      100%
                  ====================================================

<PAGE>

During  fiscal 1999,  the majority of the  Company's  work  continued to be from
fixed-price and time-and-materials  contracts.  The Company considers this to be
an  industry  trend  whereby  clients  transfer  additional  risk  to the  prime
contractor and the Company transfers additional risk to its subcontractors, when
applicable.

In general,  the Company's  contracts vary in length from one month to ten years
and  require  performance  of a  particular  project  within  the  contractually
specified  timeframe.  Although the Company holds certain federal contracts with
options for longer durations, most of these contracts require annual renewals by
the client. A substantial  portion of EA's contracts  represent the provision of
separate services required from time to time by ongoing clients.

Clients

EA  provides  services to  industrial,  utility,  and  government  clients  both
directly  and  indirectly  through  work  performed  for   architects/engineers,
engineer/contractors,  law firms and financial institutions.  The Company's goal
is to assist its clients in achieving  their  business and growth  objectives as
cost-effectively and dependably as possible.

During fiscal 1999, the Company  provided  services to more than 400 industrial,
utility and government  clients  through more than 1,250 projects in the private
sector  and  350  projects  in the  federal  government  sector.  Although  more
private-sector  projects were performed,  the portion of net revenue provided by
the federal  government  was 54%,  50%, and 46% in fiscal  years 1999,  1998 and
1997,  respectively.  The Company  believes that a  diversified  mix of business
revenue derived from each of its client sectors (federal  government,  state and
local  governments,  industry  and  utilities)  will help ensure its  continuing
financial success.  As EA's mix of business varies by geographic  location,  the
Company implemented a regional organization  structure in fiscal 1999 to support
the  decentralization  of its  marketing  and business  development  program.  A
regional structure places business develop-ment and marketing resources directly
within proximity to regional clients where they are needed and further increases
concentration  on  operations.  Under the regional  structure,  EA's  operations
include the Northeast, Mid-Atlantic, Southeast, North Central, South Central and
West.

Although a  significant  portion of net revenue was derived from agencies of the
federal  government,  the Company's  services are  performed for many  different
departments and in many different  regions of the country,  thereby reducing the
financial  risks  associated  with  delays  or  cancellation  of any  particular
contract.  In management's opinion, the loss of any one of the Company's clients
other than a major government client within its major revenue-generating sectors
would not have a material effect on operations or profitability.

The following table reflects the  approximate  percentage of net revenue derived
from the  Company's  major  client  sectors  for each of the three  years in the
period ended August 31, 1999

                                             Year Ended August 31,
      ---------------------------------------------------------------
                                            1999       1998      1997
      ---------------------------------------------------------------
      Federal government                     54%        50%      46%
      Industrial and other private sector    36         37       42
      Energy utilities                        2          6        5
      State and local government              8          7        7
      ---------------------------------------------------------------
                                            100%       100%      100%
      ===============================================================

<PAGE>

Sales and Marketing

The Company markets its services from its headquarters in Hunt Valley,  Maryland
and through its network of branch and  satellite  offices  located in and around
major  metropolitan  cities  across the United  States.  The  Company  employs a
variety of business development and marketing  techniques,  including one-on-one
client  meetings  and  presentations,  hosting  and  participating  in  industry
seminars,  responding to formal requests for proposals,  initiating  direct-mail
programs, and establishing an ongoing public relations/technical article program
within industry trade journals.

A  significant  portion of new business  arises from prior  client  engagements.
Clients  frequently expand the scope of work to include follow-on  complementary
activities and new activities,  and often refer EA to their  colleagues at other
locations.  It is  estimated  that 41% of new awards in fiscal  1999 were due to
expanded scope of work at existing client locations.  Additionally,  the Company
has an active business development program to identify new clients that have not
yet engaged its services.  In fiscal 1999, the Company was awarded approximately
$12  million,  or 24%,  from new  clients.  The  Company  often teams with other
consulting  firms  or  provides  its  services  as  a  subcontractor  to  larger
architect/engineer or engineer/contractor  firms. The Company tracks prospective
business through an opportunity pipeline network.

Backlog

At August 31, 1999, the Company's total contract backlog was approximately $35.9
million  compared to contract  backlog of $43.4 million at August 31, 1998.  The
decrease  in total  contract  backlog is  largely  attributable  to the  Company
divesting its Analytical  Services  segment during fiscal 1999, which had annual
sales of  approximately  $7.0 million and certain  federal  contracts  that were
completed in fiscal 1999.  Because  subcontractor and other direct project costs
can change  significantly from project to project,  the change in total contract
backlog is not  necessarily a true indication of business  trends.  Accordingly,
the Company considers net backlog (total less estimated  subcontractor and other
project  costs) as its primary  measure of backlog.  The  Company's net contract
backlog was approximately  $24.0 million at the end of fiscal 1999,  compared to
approximately  $22.2  million  at the end of  fiscal  1998.  This  $1.8  million
increase  is due to a greater  percentage  of backlog in the  industrial  sector
which  generally  has less  subcontractor  and other  direct  costs than federal
sector  projects.  The Company  expects that  approximately  80% of the contract
"fiscal"  backlog will be completed  during the fiscal year. The Company's total
contract backlog  attributable to federal government  contracts as of August 31,
1999 was $21.8 million ($14.2  million,  net),  compared to $27.8 million ($13.5
million, net) a year earlier.

In addition to this  contract  backlog,  at August 31,  1999,  the Company  held
indefinite  delivery/indefinite  quantity  (ID/IQ) type  contracts  from various
clients,  principally government agencies for up to $79 million compared to $217
million at August 31, 1998.  The decrease is due to three large ID/IQ  contracts
that were completed in FY99. The expiring  contracts  contributed  approximately
$11.3  million,  or 22%,  of new awards and  approximately  $8.7  million in net
revenue,  or 25%,  in  fiscal  1999.  Although  the  completion  of these  ID/IQ
contracts is significant, the Company plans to keep awards and revenue steady in
fiscal  2000.* To achieve  growth into  fiscal 2000 and beyond,  the Company has
made several  investments  in the  international  and domestic  markets  opening
offices in Miami and New York City, as well as expanding its Mexico operation in
fiscal 1999. In addition,  the Company expanded in Texas by opening an office in
Houston in fiscal 1999, after winning a large basic ordering  agreement with its
largest private sector client.

<PAGE>

There can be no assurance, however, that work under any of these ID/IQ contracts
will  be  authorized  or  that  work  once  authorized  will  not be  cancelled.
Generally,  these  contracts  provide for a fixed  percentage of profit based on
estimated  costs.  In the event of  cancellation,  the  Company is  entitled  to
recover its incurred costs and associated profit. Terminations and cancellations
of government contracts have not been material in the past. The level of backlog
may fluctuate  during each year,  and  accordingly,  the backlog at any point in
time does not  necessarily  reflect  near-term  anticipated  operating  results.
Reliance on major government  contracts subjects the Company to risks associated
with public budgetary  restrictions  and  uncertainties,  discrepancies  between
awarded contract amounts and actual revenues,  and cancellation at the option of
the  govern-ment.  The Company attempts to mitigate these risks by staffing only
to meet reasonably  anticipated  average workloads,  by using  subcontractors to
handle peak workloads, and by obtaining termination benefit contract provisions.
Cancellation of any of the Company's major government contracts,  however, could
have a material adverse effect on the Company.*

The Company also provides  services on major long-term  private sector contracts
under basic ordering agreements that provide for work on a task basis during any
particular  year.  For  example,  the  Company  was  awarded a $3 million  basic
ordering agreement with Exxon for sites near Houston,  Texas, and was awarded an
open-ended national basic ordering agreement with Hertz. Upon receipt of related
authorizations,  the work is included in contract backlog. Because such specific
authorizations are generally for periods  considerably shorter than the duration
of the period the Company expects to perform  services for a particular  client,
management  believes that its backlog figures are not necessarily  indicative of
its future revenue.

Employees

As of August 31, 1999,  the Company had  approximately  370 full-time  employees
compared to  approximately  400  full-time  employees  at August 31,  1998.  The
decrease  in  employees  was a result  of staff  reductions  made in the  second
quarter as part of restructuring  efforts and the sale of EA Laboratories in the
third quarter  which had a staff of  approximately  60.  Adjusting to remove the
effects of the strategic staff  reductions in fiscal 1999, the Company  actually
increased in size by approximately 60 employees. Most of the Company's employees
are engaged in performing  scientific,  engineering,  remediation and consulting
services;  the remainder  provide  executive,  administrative  and other support
services.  The Company also hires  part-time or temporary  personnel to meet the
requirements  of  a  particular  contract.   EA's  staff  includes  professional
engineers,  biologists,  chemists,  geologists,  industrial  hygienists,  public
health scientists, regulatory specialists,  toxicologists,  industrial planners,
computer scientists, and business managers.

The  Company  has  invested  in  training  and  mentoring  programs to promote a
"continuing  learning"  process  within the firm.  The  Company  has  instituted
several programs including project manager training,  sales management  seminars
and technical development programs,  and has an established  professional career
path   development   program.   Additionally,   the  Company  offers  a  tuition
reimbursement program for all employees of the firm.

None of the Company's employees is represented by a union. The Company considers
its relationship with employees to be good.

Competition

Nationwide,  the  environmental  industry  employs more than one million people,
working at over 100,000 firms and generating revenues in excess of $186 billion.
The  environmental  engineering  and  consulting  market

<PAGE>

continues  to  be  highly  competitive  and  requires  skilled  and  experienced
professional,  technical,  and management personnel.  Today, the domestic market
for  environmental  services can be characterized as flat in revenue and income.
Over the past several years,  in an effort to reduce costs and increase  volume,
the  environmental  industry  experienced an increase in merger and  acquisition
activity,  resulting in several  mega-environmental  firms with revenues greater
than $500 million.

Typical projects, especially those in excess of $100,000, are bid on by numerous
firms.  The principal  competitive  factors are client  relationships,  pricing,
reputation,   and  quality  of   services,   expertise,   and  local   presence.
Increasingly,  multiple firms are deemed "technically  qualified," leaving price
and established relationships to determine the winning bid.

EA believes that its  favorable  competitive  factors are its  multidisciplinary
capabilities,  its  reputation  for quality of  services,  and its  geographical
dispersion.  In each market sector,  EA competes with engineering and consulting
firms which are both larger and smaller  than the Company,  although  management
believes no one firm  currently  dominates a  significant  portion of any of the
service areas either regionally or nationally.

Regulatory Matters

Environmental laws and regulations have been enacted by federal, state and local
governments in response to public pressure and scientific  evidence  identifying
adverse effects of public and business  activity on the  environ-ment  and human
health and safety. Historically,  compliance with these laws and regulations was
the primary driver in creating  demand for the Company's  services and continues
to be a prime  source of demand for EA's  services.  Among the dozens of federal
environmental  statutes and regulations under which EA provides services are the
following, broad-based statutes:

The Safe Drinking Water Act (SDWA) of 1974, reauthorized in 1996. In addition to
its primary mission of protecting the nation's  drinking water supplies  through
the regulation of public water systems,  the reauthorized Act expands  watershed
protection,  emphasizes the control of non-point sources of  contamination,  and
introduces a revolving  funding  program of nearly $9.6 billion through the year
2006. The reauthorized SDWA will have a strong impact on the Company's state and
local  government  clients,  who are  responsible  for  ensuring the quality and
quantity of their drinking water supplies.

The Federal Water Pollution Control Act of 1972 (known as the Clean Water Act or
CWA)  established a framework for controlling the discharge of pollutants to the
environment from public and private facilities.  The Act centers on the National
Permit Discharge  Elimination  System (NPDES),  which establishes  controls over
discharges  from  regulated  facilities,  and  includes  provisions  to  control
stormwater,  industrial runoff, and nonpoint sources of pollution.  In addition,
the CWA establishes  standards to manage ecological  habitats,  coastal regions,
watersheds and wetlands.

The  Resource   Conservation  and  Recovery  Act  of  1976  (RCRA)   establishes
"cradle-to-grave" regulations affecting the generation,  management and disposal
of hazardous  waste. In addition,  the Act regulates  non-hazardous  solid waste
generated  by  households,  commercial  and public  facilities,  and  industrial
sources.  Specific RCRA  provisions  focus on land disposal of hazardous  waste,
underground and  above-ground  storage tanks,  site  remediation and groundwater
decontamination.

The Clean Air Act (CAA)  Amendments  of 1990,  which was  reauthorized  in 1990,
established a series of programs to control  airborne  emissions from mobile and
stationary sources. The Act confirmed the goal of attaining National Ambient Air
Quality  Standards  (NAAQS) air quality levels  throughout  the U.S.,

<PAGE>

requiring "nonattainment" areas to establish compliance programs. The amendments
target  nonattainment  problems  with a broad array on  requirements,  including
additional controls on industrial  facilities,  tighter emissions standards from
motor vehicles, and the use of alternative clean fuels.

The CAA Amendments of 1990 also  established  requirements  for the EPA to adopt
Risk  Management  Program  (RMP)  requirements,  affecting an  estimated  64,000
facilities nationwide,  handling toxic,  flammable,  and /or reactive chemicals.
These  regulations were adopted in June 1996 and became effective June 1999. The
regulations  address programs and procedures designed to prevent or minimize the
consequences of accidental releases of hazardous materials that could affect the
public or  environment.  Affected  facilities  will be  required  to develop RMP
programs  and to share the  results  of that  RMP,  including  their  worst-case
scenario data, via the Internet.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980
(CERCLA, or Superfund) and its subsequent  reauthorizations seeks to address the
current  consequences  of  past  hazardous  waste  management   practices.   Any
organization that owns or owned a site on which hazardous materials are present,
or that  operates  or operated a facility  generating  or  containing  hazardous
materials, may be liable under CERCLA for cleanup responsibility.

The  Brownfields  Initiative  was  introduced by the Clinton  Administration  to
resolve the cleanup and liability  issues  associated with  contaminated,  often
abandoned,  industrial and commercial  facilities  known as  "brownfields."  The
Initiative  sought to  encourage  economic  development  and  property  reuse of
brownfields,  which typically are located in urban areas,  by resolving  cleanup
and liability  issues to owners,  operators and  prospective  developers of such
sites.  Most states and many local  governments now have voluntary or manda-tory
brownfields programs in place.

The  Intermodal   Surface   Transportation   Efficiency  Act  (ISTEA)  of  1991,
established  funding  for  mass  transportation  and  public  transit  programs;
introduced the  Congestion  Mitigation and Air Quality (CMAQ) program to provide
funding for non-attainment areas under the CAA to meet attainment deadlines; and
included  funding  for  alternative-fuel  transit  buses.  In  1998,  ISTEA  was
reauthorized  as the  Transportation  Equity Act for the 21st Century  (TEA-21).
TEA-21 earmarks $218 billion for highway and transit  projects over the next six
year period, streamlining the environmental review process, promoting the use of
market-based  incentives,  and giving states the  flexi-bility  to use funds for
transportation projects that include reuse of brownfield sites.

The  National  Energy  Policy  Act  (EPAct)  of  1992  established  the  use  of
energy-efficient  technologies  as a national  priority for  improvement  of air
quality and set a goal of 30%  displacement of petroleum fuels with  alternative
fuels in vehicles by the year 2010.  To that end,  EPAct set a schedule by which
industrial  sectors  beginning with the federal  government would be required to
purchase alternative-fueled vehicles.

In  addition  to  the  historic  EA  markets   represented   by  these   federal
regulations,  two key  factors  have  emerged  to expand the  Company's  market
opportunities. The first factor centers on international environmental standards
and regulations  including the International  Standard  Organization (ISO) 14000
series  of  certifications,   which  commits  participants  to  an  approach  of
continuous  environmental  improvement  and exacting  environmental  performance
standards,  and the Kyoto  Accord,  which the United  States signed in December,
1997, thereby committing to a reduction of greenhouse gas emissions to the level
that existed in 1990. The second factor stems from a strategic shift in approach
by US environmental regulators including the US Environmental Protection Agency.
Illustrated  by  EPA's  "Common-Sense   Initiative"  and  the  Vice  President's
"Reinvention  of  Government,"   this  new  approach   emphasizes   market-based
incentives,  industry-specific  regulation,  pollution  prevention and voluntary
responses  by

<PAGE>

the regulated  community.  The interest of a growing number of companies to move
beyond  compliance to a higher,  self-imposed  standard of  "sustainability"  or
"environmental   stewardship"   introduces  substantial  new  markets  for  EA's
management consulting services.

The Fish and Wildlife Coordination Act (initially enacted 10 March 1934) relates
specifically to the requirement for coordination  with resource agencies for all
federally funded projects.  Consultation has become increasingly  important over
recent years for numerous projects.

o  State Departments of Natural Resources
o  U.S. Army Corps of Engineers
o  State Fish and Game Department
o  U.S. Forest Service
o  State Water Resources Control Boards
o  National Marine Fisheries Service
o  U.S. Fish and Wildlife Service
o  State Historical Preservation Offices
o  Bureau of Land Management
o  National Park Service

The  Endangered  Species  Act  (Public  Law  93-205 and  amendments)  enacted in
December  1973,  specifies  the  requirements  for the  protections  of  species
determined to be endangered  by the U.S.  Fish and Wildlife  Service.  Under the
requirements  of the Act, any Federal  actions or actions by entities  receiving
Federal funds,  must not  jeopardize  the continuing  existence of endangered or
threatened  plants  or  wildlife,  nor  result  in the  destruction  or  adverse
modification  of critical  habitat.  Such  projects must involve a review by the
Fish and Wildlife  Service of existing  conditions and a  determination  that no
known rare,  threatened,  or endangered species are involved in the project area
or, if such species are  identified,  that a specific set of  consultations  and
reviews be conducted.

The National  Historic  Preservation  Act (NHPA) has established sets of Federal
policy and  implementing  regulations  for the protection of America's  cultural
environment  that may come into conflict  with the needs of a specific  project.
Section 106 of the NHPA  requires  Federal  agencies to consider  the effects of
their  actions on  historic  properties  and seeks  comments  from the  Advisory
Council on Historic Preservation.

The Wild and  Scenic  Rivers  Act of 1968  designated  certain  rivers  to be of
national  significance  because they possess  outstanding and remarkable scenic,
recreational, geologic, fish and wildlife, historic, cultural, and other similar
values.  These  rivers,  according  to the law,  should  be  preserved  in their
free-flowing  conditions  for the  benefit and  enjoyment  of present and future
generations.

Insurance

The Company maintains a full range of insurance coverage including  professional
liability insurance and pollution liability coverage.  There can be no assurance
that the  Company  will not incur  liability  with  respect to the  professional
services  it  renders  or that  such  liability,  if  incurred,  will not have a
material

<PAGE>

adverse effect upon the Company.  However, these insurance policies will provide
limited protection and defense up to their stated amounts.

EA has  endeavored to protect itself through  contractual  indemnification  from
clients when  possible and by  intensifying  its  existing  quality  control and
assurance,  internal risk management, and health and safety programs. Generally,
indemnification is not available under the Company's government  contracts.  The
Company's  quality control and assurance  program includes a control function to
establish   standards  and  procedures  for  performance  and  documentation  of
performance  of project  tasks,  and an assurance  function to audit the control
function and to monitor  compliance  with procedures and quality  standards.  An
additional  objective  of this  program  has  been to  establish  practices  and
procedures  to  protect  EA  personnel  from  hazardous   substances.   This  is
accomplished  through a company-wide  occupational  safety and health monitoring
program managed by corporate health and safety professionals.

Equipment

The Company owns  substantially  all of the  computer,  monitoring,  testing and
other equipment  required to render its various consulting and testing services.
Additionally,  the Company leases certain computer,  office furniture, and other
equipment.  Equipment and various other items the Company purchases on behalf of
clients are available from several suppliers and the Company is not dependent on
any one supplier.

Environmental and Other Considerations

The Company does not believe that its compliance  with federal,  state and local
laws and regulations relating to the protection of the environment will have any
material effect on its capital expenditures, earnings or competitive position.


ITEM 2.  PROPERTIES

The  Company's  headquarters  and  Baltimore  regional  office  are  located  in
approximately  76,100 square feet of leased space, of which  approximately 4,200
square feet is being sublet.  Leases for these facilities are with  partnerships
whose members include the Chairman of the Board of EA and certain members of his
family.

The  Company's  primary  branch and  satellite  offices in the United States are
located in:

 Baltimore, Maryland     Boston, Massachusetts       Lincoln, Nebraska
 New Castle, Delaware    San Francisco, California   Dallas, Texas
 New York, New York      Sacramento, California      Houston, Texas
 Newburgh, New York      Seattle Washington          Fairbanks, Alaska
 Syracuse, New York      Chicago, Illinois           Honolulu, Hawaii
 Iselin, New Jersey      Oak Brook, Illinois         Miami, Florida
                         Pittsburgh, Pennsylvania

In addition, the Company has established office locations in Mexico City, Mexico
and Yigo, Guam.

<PAGE>

The Company  leases  office and storage  facilities  for each  regional  office.
Presently,  the facilities  are suitable,  adequate,  and generally  utilized to
capacity.


ITEM 3.  LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is a party.
The  Company is  involved  in various  claims and legal  actions  arising in the
ordinary course of business.  In the opinion of the Company,  the disposition of
these matters will not have a material adverse effect on the financial position,
results of operations or liquidity of the Company.


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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter ended August 31, 1999.

<PAGE>


                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
        MATTERS

On  October  31,   1986,   EA  common   stock  began   public   trading  in  the
over-the-counter  market under the symbol "EACO." The following  table shows the
high and low closing sales price  reported on the NASDAQ  National  Market Small
Cap Systems ("NASDAQ"). As of October 13, 1999, the Company's common stock began
trading on the NASDAQ  Small Cap Market  System.  Such  over-the-counter  market
quotations,   however,  reflect  inter-dealer  prices,  without  retail  markup,
markdown or commission and may not necessarily represent actual transactions.

                                               High             Low
                                               ----             ---

   Fiscal 1998:   First Quarter               $2.44           $1.88
                  Second Quarter               2.50            1.75
                  Third Quarter                4.00            2.25
                  Fourth Quarter               3.25            1.56

   Fiscal 1999:   First Quarter               $2.00           $1.00
                  Second Quarter               1.50            1.00
                  Third Quarter                1.56            0.94
                  Fourth Quarter               1.38            1.00

On October 29, 1999, the closing price of the common stock as reported by NASDAQ
was $0.656 per share.  On that date,  there were  approximately  871  holders of
record.

To date the Company has not paid any cash dividends on its common stock and does
not anticipate paying such dividends in the foreseeable future.


<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data for the periods indicated have been derived from the
audited  consolidated  financial statements of the Company. In the quarter ended
May 31, 1999, the Company divested its Analytical Services segment. The selected
financial data for all years has been adjusted to show only continued operations
and does not reflect the Analytical  Services segment.  This data should be read
in  conjunction  with the  consolidated  financial  statements and notes thereto
included in Item 8.

                                              Year Ended August 31,
--------------------------------------------------------------------------------
                                        1999     1998    1997     1996    1995
--------------------------------------------------------------------------------
                                      (in thousands, except per share amounts)
Operations data:
  Total revenue                       $48,820  $53,614  $68,189  $80,933 $85,644
  Net revenue                          34,239   36,696   37,443   48,495  54,761
  Income (loss) from continuing
     operations                        (2,316)   1,068   (7,150)      38   4,099
  Net income (loss) from
     continuing operations             (1,390)     667   (4,615)    (124)  2,804

  Basic earnings (loss) per share      $(0.22)   $0.11   $(0.74)  $(0.02)  $0.47
  Diluted earnings (loss) per share    $(0.22)   $0.11   $(0.74)  $(0.02)  $0.45

  Weighted average shares outstanding   6,312    6,255    6,206    6,138   5,998
  Diluted weighted average shares
      outstanding                       6,313    6,347    6,206    6,138   6,174

Balance sheet data:
  Working capital                     $10,553  $ 9,932  $10,182  $15,955 $17,663
  Total assets                         23,843   23,217   26,642   33,329  36,368
  Short-term borrowings                    --       --       --       --      --
  Long-term borrowings, net of
      current portion                   3,303    1,280    2,332    2,665   4,033

  Stockholders' equity                $12,595  $14,009  $13,257  $18,558 $18,880


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

General

The Company's results of operations are significantly  affected by the timing of
the award of contracts,  the timing of performance on contracts,  and the extent
to which the Company's  employees are  performing  billable  tasks as opposed to
engaging in preparing contract proposals,  bids and other required  non-billable
activities.  Results of  operations  may also be affected to the extent that the
Company chooses not to reduce its professional  staff during a period of reduced
demand for its services.  Due to these factors,  quarterly results of operations
are not necessarily indicative of the results of operations for longer periods.

The Company,  in the course of providing  its services,  routinely  subcontracts
such services as drilling,  laboratory analyses, and other specialized services.
In addition, as described in the "General" section of Item 1, the use of teaming
partners for the  performance  of services  similar to those of the Company,  is
included in  subcontracts.  In accordance  with  industry  practice and contract
terms that generally provide for the recovery of overhead costs, these costs are
passed  directly  through to clients and are included in total revenue.  Because
subcontractor costs and direct charges can change  significantly from project to
project,  the change in total revenue is not  necessarily  a true  indication of
business trends. Accordingly,

<PAGE>

the Company  considers net revenue,  which is total  revenue less  subcontractor
costs, as its primary measure of revenue.

Results of Operations

The following table sets forth the percentage relationships of selected items in
the consolidated  statement of continued operations to net revenue for the years
indicated.  The table has been  adjusted to show the  relationship  of continued
operations  for  each  year and does not  include  results  of the  discontinued
Analytical Services segment.

                              Year Ended August 31,
---------------------------------------------------------------------------
                                                   1999     1998    1997
---------------------------------------------------------------------------
Net revenue                                       100.0%   100.0%   100.0%
---------------------------------------------------------------------------
Operating expenses:
      Direct salaries and other operating
        expenses                                   76.5     71.9     87.7
      Sales, general and administrative            23.5     25.5     22.7
      Gain on "key employee" life insurance         --      (0.7)     --
      Restructuring charges                         6.2      --       8.0
----------------------------------------------------------------------------
        Total operating expenses                  106.2     96.7    118.4
----------------------------------------------------------------------------
Income (loss) from continuing operations           (6.2)     3.2    (18.3)
Interest expense, net                              (0.5)    (0.3)    (0.8)
----------------------------------------------------------------------------
Income (loss) before income taxes                  (6.8)     2.9    (19.1)
(Benefit from) provision for income taxes          (2.7)     1.1     (6.8)
----------------------------------------------------------------------------
      Net income (loss) from continuing
        operations                                 (4.1)%    1.8%   (12.3)%
----------------------------------------------------------------------------

Fiscal 1999 Compared to Fiscal 1998

Net  revenue  from  continued  operations  in  fiscal  1999  decreased  6.7%  to
$34,239,400 from  $36,696,400.  This decrease in net revenue is primarily due to
lower  contract  volume with the federal  government  due to the  completion  of
certain indefinite  delivery/indefinite quantity contracts. In addition to lower
contract  volume,  $500,000 of certain  noncollectible  prior period revenue was
written off in the second  quarter of fiscal 1999.  Additionally  impacting  the
decrease,  in  fiscal  1998  the  Company  realized  approximately  $676,700  in
additional  contract  net revenue on certain  landfill  projects  which had loss
provisions in fiscal 1997.

Direct salaries and other operating costs of $26,199,400  slightly decreased for
the twelve  months ended August 31, 1999  compared to  $26,393,600  in the prior
fiscal period.  However,  as a result of lower net revenue,  direct salaries and
other  operating  costs as a  percentage  of net revenue  increased  to 76.5% in
fiscal 1999 compared to 71.9% in fiscal 1998.

Sales, general and administrative costs decreased 14.2% to $8,042,500,  or 23.5%
of net revenue, in fiscal 1999 from $9,374,400, or 25.5% of net revenue, for the
twelve  months  ended  August 31,  1998.  The decrease is due to lower sales and
marketing  related costs incurred as a result of strategic  initiatives  made in
fiscal 1999.  These  initiatives  included a restructuring in the second quarter
reducing personnel and implementing a regional sales organization to support the
decentralization of EA's marketing and business development program.

<PAGE>

In the prior  period  ended  August 31,  1998,  the  Company  recorded a gain of
$261,100,  reducing its operating expenses. The gain was related to the increase
in the cash surrender value of "key employee" life insurance  policies  included
in the Company's balance sheet.

To address the Company's  high overhead in relation to net revenue,  in February
1999,  the  Company  implemented  several  cost-cutting  measures  to effect its
long-term  profitability  objectives  by aligning  expenses  more  directly with
revenues. In connection with the restructuring,  the Company incurred a one-time
charge of  $2,132,600  related  primarily  to severance  agreements  of 30 staff
members including several senior sales and executive staff.

As a result of the above factors,  the loss from  continuing  operations for the
twelve  months  ended  August 31, 1999 was  $2,135,100,  or 6.2% of net revenue,
compared to income from  continuing  operations  in the prior  fiscal  period of
$1,189,500,  or 3.2% of net revenue. Interest expense, net, increased $58,800 in
fiscal 1999 compared to fiscal 1998 due to a higher line of credit  balance used
to fund operating activity.

For the twelve  months  ended  August 31,  1999,  the Company had a benefit from
income taxes of $925,700 compared to a provision for income taxes of $400,700 in
the prior fiscal year.  This  represents an effective rate of 40% in fiscal year
1999 and 37.5% in fiscal 1998.

The net loss from  continued  operations  for the twelve months ended August 31,
1999 was  $1,389,900,  or 4.1% of net  revenue,  compared  to a net income  from
continued operations of $667,100, or 1.8% in the prior fiscal period.

For the twelve months ended August 31, 1999, the Company had a net loss from its
discontinued Analytical Services segment of $83,700. Included in this loss was a
net gain of $35,300 on the sale of the segment.  The discontinued segment in the
prior fiscal period had a net loss of $62,300.

As a result of the above,  the Company had an overall loss of $1,473,600 or 4.3%
of net revenue for the twelve  months  ended  August 31,  1999,  compared to net
income of $604,800, or 1.6%, in the prior fiscal period.

Fiscal 1998 Compared to Fiscal 1997

Net revenue from  continued  operations  during  fiscal 1998  decreased  2.0% to
$36,696,400 from $37,442,800.  The decrease in net revenue was due to lower than
anticipated sales in the industrial sector. Although sales and marketing efforts
targeted  this  market  and won  approximately  150 new  clients,  larger-volume
projects  were not  achieved  as of the end of the  fiscal  1998  period.  Lower
industrial sector sales were offset by improved net sales in the federal,  state
and local government, and utility sectors.

Direct salaries and other operating costs decreased 19.6% to $26,393,600 in 1998
from $32,823,400 in 1997, or 71.9% and 87.7% of net revenue, respectively.  The
decreases were  attributable  to increased  staff  utilization and lower overall
non-labor  operating  costs.  The Company  maintained a  utilization  rate (time
charged  to  clients)  of more than 95% for its  technical  staff and an overall
Company  rate of  74%.  Significant  savings  were  also  achieved  by  lowering
equipment  and property  lease costs by  $1,900,000  in fiscal 1998  compared to
fiscal  1997.  These  savings were  achieved by  subletting  unused  facilities,
renegotiating  existing  leases,  and  changing  to  a  different  supplier  for
computer-related items.

<PAGE>

Sales,  general and  administrative  costs increased 10.5% to $9,374,400 in 1998
from  $8,481,900 in 1997, or 25.5% and 22.7% of net revenue,  respectively.  The
increase in cost was  primarily  related to  additional  investment in sales and
marketing expenses in fiscal 1998 compared to the prior year.

In the third  quarter of fiscal 1998,  the Company  recorded a gain of $261,100,
which  reduced its operating  expenses.  The gain was related to the increase in
the cash surrender value of "key employee" life insurance  policies  included on
the Company's balance sheet.

In  the  third  quarter  of  fiscal  1997,  the  Company   implemented  a  major
organizational   realignment  to  reposition  itself  in  the  marketplace.  In
connection with the  restructuring,  the Company  incurred charges of $3,000,100
related to severance,  planned  reduction in office space, the suspension of the
implementation of a new project/financial  system, and other related costs. This
restructuring  included a staff reduction of 125 employees.  During fiscal 1998,
the Company  incurred  $803,500 in operating  related costs that were associated
with the FY97 restructuring and charged against the reserve instead of income.

As a result of the above factors, the income from continued operations in fiscal
1998 was $1,189,500,  compared to a loss from continued operations of $6,862,600
in the prior year.  Interest expense,  net, decreased to $121,700 from the prior
year's total of $287,100.  This 57.6%  decrease was attributed to lower interest
paid in  connection  with the  Company's  line of credit,  reduction  of certain
long-term debt  principal  balances,  and the absence of an interest  payment in
connection with a Maryland tax settlement in fiscal 1997.

For the twelve months ended August 31, 1998, the Company had a net loss from its
discontinued  Analytical  Services  segment of $62,300 compared to a net loss of
$792,300 in fiscal 1997.

The net income for the twelve  months ended August 31, 1998,  was  $604,800,  or
1.6% of net  revenue,  compared  to a net  loss of  $5,407,600,  or 14.4% of net
revenue for the prior year.

Inflation

Because of its ability to generally pass through increased costs to its clients,
as well as the  generally  low levels of  inflation,  the Company  believes that
inflation has not had a material impact on its operations.

Liquidity and Capital Resources

Cash and cash equivalents  (cash)  increased by $158,400 in 1999,  compared to a
decrease of $550,700 in 1998 and an increase of $1,024,700 in 1997. The increase
in 1999 principally  resulted from the borrowings  against the Company's line of
credit used for operating  activities.  Increased  borrowings to fund  operating
activities  became  necessary during the year as revenue began to decline due to
multi-year federal contracts  reaching  completion without being replaced by new
contracts.  As a  result,  the  Company's  revenue  was  no  longer  capable  of
maintaining  the current  overhead  structure  of the  Company.  To address this
problem,  the  Company  made  several  strategic  initiatives  to reduce  annual
operating expenses by approximately $3.5 million.  The restructuring  included a
staff reduction of approximately 30 employees  including several officers of the
Company.  Additionally,  the Company sold its EA Laboratories  division for cash
during  the  quarter  ended May 31,  1999.  Proceeds  from the sale,  as well as
restructuring efforts,  helped decrease the line of credit balance by $1,009,400
from $4,212,100 as of February 28, 1999 to $3,202,700 as of August 31, 1999. The
Company anticipates a further reduction in its line of credit balance during the
next several quarters,  as revenues exceed operating  expenses and restructuring
commitments end.*

<PAGE>

The  Company's  capital  expenditures  (consisting  primarily  of  purchases  of
equipment and leasehold  improvements) of approximately  $418,300,  $546,500 and
$699,000 in 1999, 1998 and 1997,  respectively,  have been funded primarily from
cash flows.

The Company maintains a bank credit  arrangement with a regional bank consisting
of: (i) an $8,500,000  revolving line of credit secured by  receivables;  (ii) a
$500,000 term loan; and (iii) an equipment line of credit of $1,500,000.  Of the
$8,500,000  revolving line of credit,  $2,500,000 is available for acquisitions,
joint ventures and licensing  agreements.  Borrowings from the revolving line of
credit are limited to certain  percent-ages of accounts receivable and costs and
estimated  earnings in excess of billings (up to a maximum of  $4,000,000).  The
interest on all borrowings is LIBOR +250.

At August 31, 1999, the Company had outstanding  long-term  debt,  including the
current portion, of $3,390,200, which represented an increase of $1,779,500 from
the August 31,  1998  balance of  $1,610,700.  The  increase  is the result of a
$2,110,400 increase in its revolving line of credit as described in the previous
paragraph,  partially  offset by net  repayment  of $330,900 for  equipment  and
computer  loans.  The Company  had no  short-term  borrowings  under its line of
credit at August 31, 1999 and 1998.

The Company's existing funds, cash from operations, and the available portion of
its $8,500,000 bank line of credit and $1,500,000 equipment line are expected to
be  sufficient  to meet the  Company's  present  cash needs.  The  Company  also
currently believes it has the ability to raise capital through placement of debt
and may  pursue  such  options  if the need  arises to expand  facilities,  make
acquisitions  or  acquire  equipment  in  conjunction  with a review of the most
cost-effective means for the Company and its stockholders.

While the Company believes that there is sufficient demand for current operating
levels,  there can be no  assurance  that this  demand  will exist or  continue.
Although the Company has the ability to reduce its professional staff in periods
of reduced  demand,  it may choose not to make full  reductions in such periods,
with resulting adverse effects on operations.

                           --------------------------

Year 2000 Readiness Disclosure

EA recognizes the  seriousness of the challenge  businesses  worldwide face as a
result of the Year 2000 problem.  EA has had a formal,  thorough and  aggressive
Year 2000 project  since early 1998. As a result of these  efforts,  the Company
believes that all of its mission  critical  systems are Year 2000 compliant.  EA
also  believes  the  measures  taken will  minimize any impact on its ability to
deliver  services  to its  clients or its  financial  performance.  Based on the
successful  completion of the Year 2000 compliance program, the Company does not
foresee significant risks associated with Year 2000 at this time.

A. Assessment and Remediation

During fiscal 1998, EA developed and implemented a three-phase  program for Year
2000 compliance.  Phase I identified those systems,  hardware and software, that
posed a potential compliance risk for EA. EA completed all Phase I Assessment in
mid-1998.  Phase II assessed the business and financial  impact of these at-risk
systems,  established  priorities  to address these risk areas,  and  proscribed
remediation  schedules and details.  Phase II was  completed  during the fall of
1998. Phase III carried out the prescribed  remediation  schedules and performed
final  testing  of the major  systems to ensure  compliance.  Phase III began in
September of 1998 and concluded in November 1999. The Company  believes that all
major systems,  wide and local area  networks,  and desktop PCs are compliant at
this time.

<PAGE>

B. Testing

EA has tested and will continue to test, the Year 2000 worthiness of each system
on an on-going basis. This compliance  testing is comprised of three independent
assessments:  first,  a  review  all of the  product  manufacturer's  Year  2000
compliance testing  certifications and results--no product is selected unless it
has been identified by the  manufacturer to have passed a comprehensive  battery
of Year 2000 tests;  second,  testing of these products  prior to  installation;
third, independent audit and assessment, using third party auditing software and
independent consultants dedicated to Year 2000 compliance.

Testing  has  been  completed  on  every  EA  system,   including  networks  and
communications,  major  applications,  desktop computers and  applications,  and
non-computer related systems.

C. Risks and Contingency Plans

The Company has developed thorough  contingency plans to address events that may
arise within or outside of the Company. The remainder of calendar year 1999 will
be focused on ensuring the readiness of these  contingency  plans and addressing
any remaining, presently unknown issue that may arise.

D. Third Party Vendors, Utilities and Customers

The fact that EA provides environmental consulting services, which are primarily
labor based,  substantially  minimizes its risk  associated  with potential Year
2000 problems with its internal systems and its suppliers. The Company maintains
a broad base of vendors and suppliers  and believes  there is little risk to its
ongoing operations from Year 2000 problems by its outside vendors.

EA has contacted  each of its major vendors and clients to secure  statements of
Year 2000  compliance.  The vendors and clients who have  responded to date have
assured EA of the  adequacy  and  timeliness  of their  Year 2000  preparations.
Additionally  EA has  incorporated  Year  2000  compliance  clauses  into it and
subcontractor agreements since early 1999.

The Company cannot fully assess the degree to which its customers,  particularly
the U.S. Government,  will successfully complete a Year 2000 upgrade on a timely
basis. Because a significant portion of the Company's business is from contracts
with various federal government  agencies,  a failure by the U.S.  Government to
achieve Year 2000  compliance  could have a  significant  adverse  effect on the
Company's future business, financial operations and results of operations.

E. Reasonably Likely "Worst-Case" Scenarios

Due to the  magnitude and  complexity  of the Year 2000  problem,  even the most
conscientious  and diligent efforts cannot guarantee that every problem has been
found and remediated prior to January 1, 2000. EA believes that it has addressed
every Year 2000 problem known at this time. EA is confident no significant  Year
2000 issues  remain and that it can address  any as yet  undiscovered  Year 2000
problems quickly.

EA has gone to significant lengths to provide redundancy in each major system. A
failure in any single  major  system will not result in the  cessation of normal
work processes. The failure of any single system will pose only a minimal risk.

For the reasons  stated above,  EA does not presently  anticipate  that the Year
2000 phenomenon will cause any significant disruption to its business, financial
operations or results of  operations.  However,

<PAGE>

if the Company's customers or subcontractors fail to prepare adequately for Year
2000,  there  could be  numerous  and  significant  effects on EA. For  example,
subcontractors  may not be able to obtain or deliver  needed data;  EA employees
might be unable to perform  work,  resulting in a loss of revenue;  and payments
may fail to  arrive  on time.  Any or all of these  contingencies  could,  under
certain  circumstances,  result in a  substantial  and  material  impact on EA's
financial performance.

Costs to Address Year 2000 Issues

The Company has not  incurred  and  presently  believes  that it will not likely
incur, material costs in connection with effectuating Year 2000 compliance. This
is because  replacement of major  applications was previously planned to improve
performance  and  functionality   requirements.   These  replacements  were  not
accelerated due to Year 2000 issues; as such the costs of these systems are part
of the Company's  capital budget.  The Company  currently  estimates the cost of
remediating  its software and non-IT systems at  approximately  $50,000 of which
$30,000  has already  been spent.  The  Company  does not  separately  track the
internal  costs for the Y2K  project;  such costs are  principally  the  related
payroll costs for its Information Systems group.

Forward-Looking Statements

The foregoing contains  "forward-looking  information" within the meaning of The
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  may be  identified  by an  asterisk  (*) or by such  forward-looking
terminology  as "may,"  "will,"  "believe,"  "anticipate,"  "expect," or similar
words or variations thereof. Such forward-looking statements involve significant
risks and uncertainties,  including,  among other things,  risks associated with
(1) substantial reliance on government contracts,  public budgetary restrictions
and  uncertainties,  discrepancies  between awarded  contract amounts and actual
revenues,  and  cancellation of contracts at the option of the  government,  (2)
timing and award of contracts,  (3) timing and performance of contracts, and (4)
successful  bidding  of  government  and  non-government  contracts  in  a  very
competitive environment. IN EACH CASE, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
SUCH  FORWARD-LOOKING  STATEMENTS.  Other  important  factors  that the  Company
believes may cause actual results to differ materially from such forward-looking
statements  are discussed  through-out  this Report and in the  Company's  other
filings  with the  Securities  and  Exchange  Commission.  The Company  does not
undertake to publicly  update or revise its  forward-looking  statements even if
experience or future changes indicate that any such results or events (expressed
or implied) will not be realized.

                             -----------------------

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

None



<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements and Supplementary Financial Data


                                                                         Page
                                                                         ----

Report of Independent Public Accountants                                  21

Consolidated Financial Statements:

      Consolidated Balance Sheets as of August 31, 1999 and 1998          22

      Consolidated Statements of Operations for the years ended
         August 31, 1999, 1998, and 1997                                  24

      Consolidated Statements of Changes in Stockholders' Equity
         for the years ended August 31, 1999, 1998, and 1997              25

      Consolidated Statements of Cash Flows for the years ended
         August 31, 1999, 1998, and 1997                                  26

      Notes to Consolidated Financial Statements for the years
         ended August 31, 1999, 1998, and 1997                            27


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


         To the Board of Directors and Stockholders of
         EA Engineering, Science, and Technology, Inc.:

         We have  audited the  accompanying  consolidated  balance  sheets of EA
         Engineering, Science, and Technology, Inc. (a Delaware corporation) and
         subsidiaries   as  of  August  31,  1999  and  1998,  and  the  related
         consolidated statements of operations,  changes in stockholders' equity
         and cash flows for each of the three years in the period  ended  August
         31, 1999.  These  financial  statements are the  responsibility  of the
         Company's  management.  Our  responsibility is to express an opinion on
         these financial statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
         standards.  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  financial  statements  referred to above  present
         fairly,  in  all  material  respects,  the  financial  position  of  EA
         Engineering,  Science,  and  Technology,  Inc. and  subsidiaries  as of
         August 31, 1999 and 1998, and the results of their operations and their
         cash flows for each of the three years in the period  ended  August 31,
         1999, in conformity with generally accepted accounting principles.


                                            /s/ ARTHUR ANDERSEN LLP


         Baltimore, Maryland
         October 29, 1999


<PAGE>


          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                             August 31,
                                                         1999          1998
                                                     -----------   ------------

CURRENT ASSETS:

   Cash and cash equivalents                         $ 1,939,500   $  1,781,100
   Accounts receivable, net                            8,629,000      7,479,100
   Costs and estimated earnings in excess of
     billings on uncompleted contracts                 6,645,000      5,655,600
   Refundable income taxes                                  --          407,600
   Prepaid expenses and other                          1,234,500      1,068,100
   Net assets from discontinued operations                50,600      1,468,200
                                                     -----------    -----------
     Total Current Assets                             18,498,600     17,859,700
                                                     -----------    -----------
PROPERTY AND EQUIPMENT, at cost:

   Furniture, fixtures and equipment                   8,920,600      8,797,400
   Leasehold improvements                              1,031,700        984,600
                                                     -----------    -----------
   Total property and equipment, at cost               9,952,300      9,782,000

   Less--Accumulated depreciation and amorti          (9,102,900)    (8,719,100)
   Net property and equipment from discontinued
       operations                                           --          718,200
                                                     -----------    -----------
     Net Property and Equipment                          849,400      1,781,100
                                                     -----------    -----------

OTHER ASSETS                                           4,495,200      3,576,200
                                                     -----------    -----------

   Total Assets                                      $23,843,200    $23,217,000
                                                     ===========    ===========

      The accompanying notes are an integral part of these balance sheets.


<PAGE>


          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                               August 31,
                                                            1999        1998
                                                       ------------ ------------

CURRENT LIABILITIES:

   Accounts payable                                    $ 3,555,300  $ 4,494,300
   Accrued expenses                                      1,666,200      735,100
   Accrued salaries, wages and benefits                  2,228,400    2,120,800
   Current portion of long-term debt                        87,500      330,900
   Billings in excess of costs and estimated
     Earnings on uncompleted contracts                     407,800      246,700
                                                       -----------  -----------
     Total Current Liabilities                           7,945,200    7,927,800

LONG-TERM DEBT, net of current portion                   3,302,700    1,279,800
                                                       -----------  -----------

     Total Liabilities                                  11,247,900    9,207,600
                                                       -----------  -----------

STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value; voting;
     10,000,000 shares authorized; 6,335,000
     and 6,285,000 shares issued and outstanding            63,300       62,900
   Preferred stock, $.01 par value; 8,000,000
     Shares authorized; none issued                           --           --
   Capital in excess of par value                       11,108,400   11,049,300
   Retained earnings.                                    1,423,600    2,897,200
                                                       -----------  -----------

     Total Stockholders' Equity                         12,595,300   14,009,400
                                                       -----------  -----------

     Total Liabilities and Stockholders' Equity        $23,843,200  $23,217,000
                                                       ===========  ===========

      The accompanying notes are an integral part of these balance sheets.


<PAGE>


          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
                                                              Year Ended August 31,
                                                ----------------------------------------------------
                                                    1999               1998                 1997
                                                -----------        ------------         ------------

<S>                                             <C>                <C>                  <C>
Total revenue                                   $48,820,100        $ 53,613,900         $ 68,189,000
Less - Subcontractor costs                       (8,904,300)        (11,003,000)         (20,488,600)
Less - Other direct project costs                (5,676,400)         (5,914,500)         (10,257,600)
                                                -----------         -----------          -----------
      Net revenue                                34,239,400          36,696,400           37,442,800
                                                -----------         -----------          -----------
Operating costs and expenses:
    Direct salaries and other operating          26,199,400          26,393,600           32,823,400
    Sales, general and administrative             8,042,500           9,374,400            8,481,900
    Gain on "key employee" life insurance              --              (261,100)                --
    Restructuring charges                         2,132,600                --              3,000,100
                                                -----------         -----------          -----------
      Total operating expenses                   36,374,500          35,506,900           44,305,400
                                                -----------         -----------          -----------
(Loss) income from operations                    (2,135,100)          1,189,500           (6,862,600)
                                                -----------         -----------          -----------
Interest expense                                   (268,600)           (220,500)            (378,700)
Interest income                                      88,100              98,800               91,600
                                                -----------         -----------          -----------
(Loss) income from continuing operations
  before income taxes                            (2,315,600)          1,067,800           (7,149,700)
Provision for (benefit from) income taxes          (925,700)            400,700           (2,534,400)
                                                -----------         -----------          -----------
Net (loss) income from continuing operations    $(1,389,900)        $   667,100          $(4,615,300)
                                                -----------         -----------          -----------
Discontinued operations
    Loss from operations of discontinued
    segment (net of tax)                           (119,000)            (62,300)            (792,300)
    Gain on disposal of EA Labs, including
    operating losses during phase-out
    period (net of tax)                              35,300                --                   --
                                                -----------         -----------          -----------
Net loss from discontinued operations               (83,700)            (62,300)            (792,300)
                                                -----------         -----------          -----------
Net (loss) income                                (1,473,600)            604,800           (5,407,600)
                                                ===========         ===========          ===========
Earnings per share - basic
    Continued operations                             $(0.22)             $ 0.11               $(0.74)
    Discontinued operations                          $(0.01)             $(0.01)              $(0.13)
    Gain on disposal of segment                         --                  --                    --
                                                     ------             ------               ------
    Net (loss) income                                $(0.23)             $ 0.10               $(0.87)

Earnings per share - diluted
    Continued operations                             $(0.22)             $ 0.11               $(0.74)
    Discontinued operations                          $(0.01)             $(0.01)              $(0.13)
    Gain on disposal of segment                        --                   --                   --
                                                      ------             ------               ------
    Net (loss) income                                $(0.23)             $ 0.10               $(0.87)

Weighted average shares outstanding               6,312,300           6,255,500            6,205,700
Effect of dilutive stock options                        600              91,100                 --
                                                  ---------           ---------            ---------
Diluted weighted average shares outstanding       6,312,900           6,346,600            6,205,700
                                                  =========         ===========          ===========
</TABLE>

        The accompanying notes are an integral part of these statements.


<PAGE>


          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

               FOR THE YEARS ENDED AUGUST 31, 1999, 1998, AND 1997

<TABLE>
                                            Capital in
                             Common         Excess of           Retained
                              Stock         Par Value            Earnings            Total
---------------------------------------------------------------------------------------------
<S>                           <C>            <C>                 <C>              <C>
Balance, August 31, 1996      $61,800        $10,796,300         $7,700,000       $18,558,100

Issuance of stock                 500            106,000                --            106,500

Net loss                           --                 --         (5,407,600)       (5,407,600)
---------------------------------------------------------------------------------------------
Balance, August 31, 1997       62,300         10,902,300          2,292,400        13,257,000

Issuance of stock                 600            147,000                --            147,600

Net income                         --               --              604,800           604,800
---------------------------------------------------------------------------------------------
Balance, August 31, 1998       62,900         11,049,300          2,897,200        14,009,400

Issuance of stock                 400             59,100                --             59,500

Net loss                          --                 --          (1,473,600)       (1,473,600)
---------------------------------------------------------------------------------------------
Balance, August 31, 1999      $63,300        $11,108,400         $1,423,600       $12,595,300
---------------------------------------------------------------------------------------------
</TABLE>

        The accompanying notes are an integral part of these statements.


<PAGE>


                  EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
                                                                 Year Ended August 31,
                                                    -----------------------------------------------
                                                        1999               1998             1997
                                                    ----------        -----------       -----------
CASH FLOWS FROM (USED FOR) OPERATING ACTIVITIES:
<S>                                                 <C>               <C>               <C>
   Net (loss) income                                $(1,473,600)      $   604,800       $(5,407,600)
   Noncash expenses included in net income (loss)-
     Depreciation and amortization                      631,800         1,162,200         1,427,100
     Current benefit from income taxes                      --                --         (2,969,300)
   Changes in operating assets and liabilities -
     (Increase) decrease in accounts receivable, net (1,149,900)        1,056,900         3,193,900
     Decrease in net assets of discontinued
       operations                                     2,135,800              --                --
     (Increase) decrease in costs and estimated
       earnings in excess of billings on uncom-
       pleted contracts                                (989,400)         (741,100)        6,828,400
     Increase in prepaid expenses and other
       assets                                        (1,085,400)         (183,500)         (314,000)
     Increase (decrease) in accounts payable and
       accrued expenses                                  99,700        (2,392,500)         (370,900)
     Refunds of income taxes (net of payments)          407,600         1,868,300           244,200
     Increase (decrease) in billings in excess of
       of costs and estimated earnings on
       uncompleted contracts                            161,100          (265,500)         (685,500)
                                                    -----------       -----------       -----------
       Net cash flows (used for) from operating
          activities                                 (1,262,300)        1,109,600         1,946,300
                                                    -----------       -----------       -----------
Cash Flows Used For Investing Activities:
   Purchase of equipment, net - continuing             (184,300)         (546,500)         (699,000)
   Purchase of equipment, net - discontinued           (234,000)              --                --
                                                    -----------       -----------       -----------
     Net cash flows used for investing activities      (418,300)         (546,500)         (699,000)
                                                    -----------       -----------       -----------
Cash Flows From (Used For) Financing Activities:
   Net borrowings from revolving line of credit       2,110,400          (635,400)          481,200
   Proceeds from issuance of common stock                59,500           147,600           106,500
   Reduction of long-term debt and short-term
     borrowings                                        (330,900)         (626,000)         (810,300)
                                                    -----------       -----------       -----------
       Net cash flows from (used for) financing
         activities                                   1,839,000        (1,113,800)         (222,600)
                                                    -----------       -----------       -----------
Net Increase (decrease) in Cash and Cash
  Equivalents                                           158,400          (550,700)        1,024,700

Cash and cash equivalents, beginning of period        1,781,100         2,331,800         1,307,100
                                                    -----------       -----------       -----------
Cash and cash equivalents, end of period             $1,939,500       $ 1,781,100       $ 2,331,800
                                                    ===========       ===========       ===========
</TABLE>

        The accompanying notes are an integral part of these statements.


<PAGE>


          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEARS ENDED AUGUST 31, 1999, 1998, AND 1997


Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation--

The accompanying  consolidated  financial  statements present the accounts of EA
Engineering,  Science, and Technology, Inc. (EA); its wholly-owned subsidiaries,
EA  International,  Inc.  and  EA  Financial,  Inc.;  and EA  Financial,  Inc.'s
wholly-owned  subsidiaries,  EA Global,  Inc. and EA de Mexico, S.A. de C.V. The
entities are  collectively  referred to herein as the "Company." All significant
intercompany transactions have been eliminated in consolidation.

Segment Information--

Historically,  the Company was organized around two operating segments. However,
in the quarter ended May 31, 1999, the Company divested its Analytical  Services
segment. The primary segment is Management Consulting Services, provided through
a network of offices throughout the United States, Mexico and Guam.

Revenue Recognition--

The Company is an  international  consulting firm  specializing in the fields of
energy,  the  environment,  health and safety,  and analytical  services.  These
services are  generally  performed  under  time-and-material,  fixed-price,  and
cost-plus-fixed-fee  contracts.  Task orders from these contracts vary in length
from one month to two years.

The  Company's  Management  Consulting  Services  segment  accounts for contract
revenues    and    costs    under     fixed-price     contracts     using    the
percentage-of-completion  method.  The  percentage  of  completion is determined
using the  "cost-to-cost"  method for each contract cost  component.  Under this
method,  direct labor and other  contract costs incurred to date are compared to
periodically  revised  estimates of the total of each contract cost component at
contract  completion to determine the  percentage of revenues to be  recognized.
Revenues from time-and-material and cost-plus-fixed-fee contracts are recognized
currently  as  the  work  is  performed.   Provision  for  estimated  losses  on
uncompleted contracts, to the full extent of the loss, is made during the period
in which the Company first becomes aware that a loss on a contract is probable.

Contract costs and estimated earnings recognized in excess of amounts billed are
classified as current  assets under "costs and  estimated  earnings in excess of
billings on  uncompleted  contracts."  Billings in excess of contract  costs and
estimated  earnings are  classified as current  liabilities  under  "billings in
excess of costs and estimated earnings on uncompleted contracts."

Generally,  contracts  provide for the billing of costs  incurred and  estimated
fees on a monthly basis.  Amounts  included in "costs and estimated  earnings in
excess of billings  on  uncompleted  contracts"  in the  accompanying  financial
statements will be billed within twelve months of the balance sheet date.

Major Clients--

Various agencies of the federal government accounted for approximately 54%, 50%,
and 46% of the Company's net revenue for the years ended August 31, 1999,  1998,
and 1997, respectively. Additionally,

<PAGE>

various agencies of the federal  government  accounted for approximately 40% and
45% of the Company's  accounts  receivable  and costs and estimated  earnings in
excess of  billings  on  uncompleted  contracts  as of August 31, 1999 and 1998,
respectively.

Cash and Cash Equivalents--

Cash equivalents  consist of money market  instruments with a purchased original
maturity of three  months or less,  stated at cost,  which  approximates  market
value.

Property and Equipment--

Property and equipment are depreciated using the straight-line method over their
estimated  useful lives ranging from 3 to 10 years.  Leasehold  improvements are
amortized  over the  shorter  of the  estimated  useful  life or the term of the
lease. Depreciation expense for the fiscal years ended August 31, 1999, 1998 and
1997 was $631,800, $1,162,200 and $1,427,100, respectively.

Reclassifications--

Certain  prior  year  balances  related  to  discontinued  operations  have been
reclassified to conform to current year presentation.

Risks and Uncertainties--

Reliance on major government  contracts subjects the Company to risks associated
with public budgetary  restrictions  and  uncertainties,  discrepancies  between
awarded contract amounts and actual revenues,  and cancellation at the option of
the government. The Company attempts to mitigate these risks by staffing only to
meet reasonably anticipated average workloads, by using subcontractors to handle
peak  workloads,  and by  obtaining  termination  benefit  contract  provisions.
Cancellation of any of the Company's major government contracts, however, could
have a material adverse effect on the Company.

Use of Estimates--

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets, liabilities,  revenues and expenses in the
financial   statements  and  in  the   disclosures  of  contingent   assets  and
liabilities. While actual results could differ from these estimates,  management
believes  that actual  results  will not be  materially  different  from amounts
provided in the accompanying consolidated financial statements.

Supplemental Disclosures of Cash Flow Information--

Cash paid during the years ended August 31, 1999,  1998,  and 1997 for interest,
was $268,600, $233,700, and $467,200, respectively.  Retirements of property and
equipment for the same periods were $576,300 (which includes the net book value
of the Lab's PP&E sold), $28,000, and $897,200, respectively.

Accounting for Income Taxes--

Deferred  income  taxes are recorded to reflect the tax  consequences  on future
years for differences  between the tax basis of assets and liabilities and their
financial reporting amounts.

<PAGE>

Accounting Pronouncements--

In June  1997,  the  FASB  issued  Statement  No.  130  (SFAS  130),  "Reporting
Comprehensive Income, "which establishes standards for reporting and display of
comprehensive  income  and  its  components  in a full  set of  general  purpose
financial  statements.  SFAS 130 is effective for fiscal years  beginning  after
December 15, 1997.  Management has determined that adoption of this standard has
not  resulted  in any  material  changes to the  presentation  of its  financial
statements.

In February  1998,  the FASB  issued  Statement  No. 132 (SFAS 132),  "Employers
Disclosure about Pensions and Other Postretirement Benefits," which standardizes
the disclosure requirements for pensions and other postretirement benefit plans.
SFAS 132 is  effective  for fiscal  years  beginning  after  December  15, 1997.
Management has determined that implementation of SFAS 132 will have no impact on
the Company's financial reporting.

In June 1998,  the FASB issued  Statement  No. 133 (SFAS 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.  SFAS 133 is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
The Company does not hold  derivatives  and, as such,  SFAS 133 will not have an
impact.


Note 2.  DISPOSAL OF ANALYTICAL SERVICES SEGMENT

On April 30, 1999,  the Company  completed the cash sale of the EA  Laboratories
division  to Severn  Trent  Laboratories,  Inc.  The  assets  of the  analytical
sampling  segment sold  consisted  primarily  of an  inventory of supplies,  the
balance of costs and  estimated  earnings in excess of  billings on  uncompleted
contracts as of the  transaction  date, and property,  plant and equipment.  The
cash transaction resulted in a net pretax gain of $58,800.

The  income  statements  for the  fiscal  years  1999,  1998 and 1997  have been
restated,  and  operating  results of the  discontinued  segment  are also shown
separately.

Gross  revenue of the  Analytical  Services  segment for the twelve months ended
August 31,  1999,  1998 and 1997 were  $4,298,900,  $6,373,300  and  $5,701,500,
respectively.  These  amounts  are  not  included  in  the  total  revenue  from
continuing  operations in the accompanying  income statement,  but are reflected
within discontinued operations.

Current assets and liabilities of the Analytical  Services  segment  disposed of
consisted of the following:

                                                       August 31,     August 31,
                                                         1999           1998
                                                      ---------       ---------

 Cash and net accounts receivable                       $50,600      $  964,300
 Costs and estimated earnings in excess
  of billings on uncompleted contracts                     --           739,300
 Prepaids and other assets                                 --            22,500
    Current portion of long-term debt                      --          (107,900)
    Accrued expenses                                       --          (150,000)
                                                      ---------       ---------
      Net current assets                                $50,600      $1,468,200
                                                      =========      ==========

<PAGE>

Property and equipment of the Analytical  Services segment disposed of consisted
of the following:

                                                       August 31,   August 31,
                                                         1999          1998
                                                       ---------    ----------

  Furniture, fixtures and equipment                    $   --       $ 4,309,500
  Leasehold improvements                                   --         2,691,000
  Accumulated depreciation and amortization                --        (6,282,300)
                                                       ---------    -----------
    Net property and equipment                         $   --       $   718,200
                                                       ========     ===========

Assets are shown at their expected net realizable  value and current  portion of
long-term debt at their face amount.

Note 3.  INCOME TAXES:

The provision for (benefit from) income taxes includes  current and deferred tax
amounts summarized as follows:

                                              Year Ended August 31,
                                    ---------------------------------------
                                       1999          1998          1997
                                    ----------    ---------    ------------
 Current tax (benefit) expense:
     Federal                        $  (1,200)    $ (43,500)   $(1,659,500)
     State                                --           --             --
                                    ---------     ---------    -----------
                                       (1,200)      (43,500)    (1,659,500)
                                    ---------     ---------    -----------
 Deferred tax (benefit) expense:
     Federal                         (821,400)      337,400     (1,309,800)
     State                           (158,900)       65,300           --
                                    ---------     ---------    -----------
                                     (980,300)    $ 402,700    $(1,309,800)
                                    ---------     ---------    -----------
 (Benefit from) provision for
  income taxes                      $(981,500)    $ 359,200    $(2,969,300)
                                    =========     =========    ===========

Total deferred tax assets and liabilities as of August 31, 1999 and 1998 and the
sources of the differences  between the tax and financial reporting basis of the
Company's assets and liabilities  which give rise to the deferred tax assets and
liabilities are as follows:

                                               Year Ended August 31,
                                           ---------------------------
                                               1999            1998
                                           ----------       ----------
       Deferred tax assets:
           Property and equipment          $  354,000       $1,031,300
           Accrued expenses and reserves      764,900          493,900
           Net operating loss               2,732,500        1,254,900
                                           ----------       ----------
                                           $3,851,400       $2,780,100
                                           ----------       ----------
       Deferred tax liabilities:
           Prepaid expenses                $   34,600       $    9,300
           Miscellaneous                      335,300          269,600
                                           ----------       ----------
                                           $  369,900       $  278,900
                                           ==========       ==========

The net deferred tax assets of $3,481,500  and  $2,501,200 as of August 31, 1999
and 1998 are included to the extent  appropriate  in Prepaid  Expenses and Other
and Other Assets in the accompanying consolidated balance sheets.

<PAGE>

Reconciliation of the statutory federal income tax rate and the effective income
tax rate is summarized as follows:

                                                       Year Ended August 31,
                                                       --------------------
                                                       1999    1998    1997
                                                       ----    ----    ----
Statutory federal income tax rate                      34.0%   34.0%   34.0%
State income tax, net of federal income tax effect      5.3     5.3     5.3
Non-recognition of future benefit from foreign loss     1.1     1.9    (0.4)
Other                                                  (0.4)   (3.9)   (3.5)
                                                       ----    ----     ----
Effective income tax rate                              40.0%   37.3%   35.4%
                                                       ====    ====    ====

Note 4.  ACCOUNTS RECEIVABLE:

Accounts receivable, excluding receivables from the disposed Analytical Segment,
consist of the following:

                                                    Year Ended August 31,
                                                   -----------------------
                                                      1999         1998
                                                   ----------   ----------
  Contract accounts receivable - excluding Lab     $7,581,500   $6,390,900
  Retainage by clients                              1,082,400    1,315,600
                                                   ----------    ----------

  Total accounts receivable                         8,663,900    7,706,500
  Less-Allowance for doubtful accounts                (34,900)    (227,400)
                                                   ----------    ----------
  Accounts receivable, net                         $8,629,000   $7,479,100
                                                   ==========    ==========

Management  anticipates that  substantially all retainages will be billed within
one year.


Note 5.  BANK FINANCING ARRANGEMENTS:

The Company  maintains a credit  arrangement with a regional bank consisting of:
(i) an  $8,500,000  revolving  line of credit  secured  by  receivables;  (ii) a
$500,000 term loan; and (iii) an equipment line of credit of $1,500,000.  Of the
$8,500,000  revolving line of credit,  $2,500,000 is available for acquisitions,
joint ventures and licensing agreements.  Borrowings under the revolving line of
credit are limited to a percentage of certain accounts  receivable and costs and
estimated  earnings  in excess of  billings on  uncompleted  contracts  (up to a
maximum of  $4,000,000).  During fiscal years 1999,  1998, and 1997, the Company
was either in  compliance or had obtained  waivers on all  covenants  related to
these arrangements.

Short-term borrowings  information resulting from the financing  arrangements is
as follows:

                                              Year Ended August 31,
                                       ---------------------------------
                                       1999           1998          1997
                                       ----           ----          ----

  Balance as of end of period           --             --             --
  Maximum outstanding month-end
     balance during the period          --             --       $3,615,300
  Average outstanding month-end
     balance during the period          --             --          564,000
  Weighted average interest rate
     during the period                  --             --              1.5%
  Interest rate at the end of period    --             --             11.5%
                                       ====           ====      ==========

<PAGE>

The weighted  average  interest rate has been  calculated  based upon the actual
daily interest  expense and the daily average balance  outstanding.  The Company
had no short-term  borrowings  after fiscal 1997.  For the year ended August 31,
1997,  the Company only  maintained  short-term  borrowing  balances  during the
months of April through August.

                                                       Year Ended August 31,
                                                        1999           1998
                                                     ----------     ----------
Long-term debt consists of the following:

Revolving credit facility payable to commercial
  Bank, interest charged at LIBOR plus 250 at
  August 31, 1999 and plus 200 at August 31,
  1998, facility expires September 2001              $3,302,700     $1,192,400

Note payable to a commercial bank payable in
  equal monthly  installments of $29,600, which
  includes interest at 9.1%, through December
  1999 secured by certain computer equipment             87,500        418,300
                                                     ----------     ----------

Total long-term debt                                  3,390,200      1,610,700
Less-current portion                                    (87,500)      (330,900)
                                                     ----------     ----------
Long-term portion                                    $3,302,700     $1,279,800
                                                     ==========     ==========

The debt repayment schedule for the outstanding notes payable is as follows:

                             Year Ended August 31,
                             ------------------------------
                             2000                   $87,500
                             2001                 3,302,700
                                                 ----------
                                                 $3,390,200
                                                 ==========

The fair  value  of the  Company's  outstanding  indebtedness  approximated  its
carrying value at August 31, 1999.

Note 6.  LEASE COMMITMENTS:

The  Company's  central  office,  regional  offices,  and certain  furniture and
equipment are held under operating leases. These leases expire at various dates
through fiscal 2007, and certain leases call for annual proportionate  increases
due to property  taxes and  certain  other  operating  expenses.  Lease  expense
amounted to $5,732,900,  $6,061,000,  and $8,030,200, for the years ended August
31, 1999,  1998,  and 1997,  respectively.  Lease expense  included  payments of
approximately  $1,746,000,  1,900,400 and $2,016,500 for the years ended August
31, 1999, 1998, and 1997,  respectively,  to partnerships whose partners include
the  Chairman  of the Board of EA and  certain  members  of his  family  for its
central office, and Loveton, Maryland,  regional office and laboratory facility.
As part of the Analytical Services  divestiture in April 1999, the Company ended
the lease of the laboratory's facilities.  These payments include reimbursements
for  pass-through  taxes and  operating  expenses  incurred by the lessor  which
include local property taxes,  janitorial and mechanical equipment  maintenance,
and utility costs related to the operation of both office and laboratory  leased
space.  Management  of the  Company  believes  the terms and  conditions  of the
transactions  between  the  Company  and  entities  with which the  Chairman  is
affiliated, are at least as favorable to the Company as could have been obtained
from third parties and are in the best interest of the Company.

<PAGE>

The minimum  lease  commitments  under  noncancellable  operating  leases are as
follows:

                    Year Ended August 31,
                    ------------------------------------------------
                    2000                                 $ 3,048,900
                    2001                                   2,585,600
                    2002                                   2,168,700
                    2003                                   1,710,600
                    2004                                   1,613,100
                    2005 and thereafter                    3,836,900
                                                         -----------
                    Total minimum payments               $14,963,800
                    ==================================================

Note 7.  NET INCOME (LOSS) PER SHARE:

In accordance with Statement of Financial  Accounting  Standards  (SFAS) No. 128
"Earnings per Share," basic  earnings  (loss) per share is based on the weighted
average number of shares of common stock outstanding during the period.  Diluted
earnings  (loss) per share is based on the weighted  average number of shares of
common stock and common stock equivalents  outstanding during the period. Common
stock   equivalents  are  calculated  using  the  treasury  stock  method.

Note 8.  PROFIT SHARING:

EA maintains a defined contribution plan in which all employees who are at least
21 years of age, as defined by the plan, are eligible to  participate.  The plan
provides for  discretionary  employer  contributions  for each fiscal  year,  in
amounts determined annually by the Board of Directors.  The plan also includes a
401(k)  provision,  allowing for Company matching  contributions.  For the years
ended August 31, 1999, 1998, and 1997,  matching  contributions to the plan made
under the 401(k)  provisions of the plan, were $451,200,  $472,100 and $534,900,
respectively. Certain officers and stockholders of the Company serve as trustees
to the plan under appointment of the Board of Directors.

Note 9.  STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS:

The Company  maintains an Amended and Restated  Stock Option Plan (the  "Plan"),
which provides for the grant of  nonqualified  stock options and incentive stock
options to certain key employees and officers of the Company. The exercise price
of an option  granted  under the Plan may not be less than the fair market value
of the  underlying  shares of Common Stock on the date of the grant.  A total of
729,600  options are issued and  outstanding  as of August 31,  1999,  having an
average exercise price of $2.28. The exercise prices of the outstanding  options
ranged  between  $1.03 and $11.75,  which  equaled the fair market  value at the
dates of grant.  Of the  outstanding  options,  400,000  are held by the  former
President and CEO. The exercise price of the 400,000 shares ranges between $2.25
and $3.67, which was equal to the market value on the dates of grant.

The Company  maintains an Employee Stock Purchase Plan (the "Purchase  Plan") to
provide  eligible  employees  with the  opportunity  to  purchase  shares of the
Company's Common Stock through voluntary payroll deductions.  Under the Purchase
Plan,  eligible employees may purchase shares through monthly payroll deductions
at 90% of current  market  value at the time of  purchase.  The Company pays all
administrative  expenses related to employee purchases. A total of 70,500 shares
remain  authorized  for  distribution  under the Purchase  Plan as of August 31,
1999.

<PAGE>

The Company  maintains two  Non-Employee  Director  Stock Option Plans (1993 and
1995)  which  provide  for the  granting of  nonqualified  stock  options to its
non-employee  directors.  The exercise price of the 36,000  options,  which were
outstanding as of August 31, 1999, ranged between $1.25 and $6.13, which equaled
the fair market value at the dates of grant.  A total of 64,500  options  remain
reserved for the Director Stock Option Plans as of August 31, 1999

The Company  accounts  for these plans under APB Opinion No. 25,  under which no
compensation  cost has been  recognized.  Had  compensation  cost for plans been
determined  consistent  with FASB  Statement  No. 123, the  Company's net income
(loss) and earnings  (loss) per share would have changed the following pro forma
amounts:

                                               1999        1998        1997
------------------------------------------------------------------------------
 Net (loss) income          As Reported   $(1,473,600)   $604,800  $(5,407,600)
                            Pro Forma      (1,598,800)    513,200   (5,470,200)

 Earnings (loss per share)  As Reported       $(0.23)     $0.10        $(0.87)
                            Pro Forma          (0.26)      0.08         (0.88)

 Diluted earnings (loss)    As Reported       $(0.23)     $0.10        $(0.87)
    per share               Pro Forma          (0.26)      0.08         (0.88)

A summary of the status of  activity in fiscal  years 1999,  1998 and 1997 under
the Company's Employee Stock Option Plan and Non-Employee  Director Stock Option
Plans (1993 and 1995) follows:

                                1999              1998                1997
                           --------------    ---------------     -------------
                           Shares    Amt.    Shares     Amt.     Shares   Amt.
                           ----------------------------------------------------

Outstanding at beginning
  of year                   817      $2.44      616     $2.37       180   $4.13
Granted                     135       1.17      273      2.65       506    2.10
Exercised                    --         --      (27)     2.45        --     --
Forfeited                  (186)      2.23      (45)     2.72       (70)   4.96
Expired                      --        --        --        --        --     --
                            ---------------------------------------------------
Outstanding at end of year  766       2.27      817      2.44        616   2.37
                            ---------------------------------------------------
Exercisable at year end     390      $2.41      269     $2.59        164  $2.99
Weighted Average Fair Value
   of Options Granted                $0.52              $1.35             $0.96

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions  used for grants in 1999,  1998 and 1997:  Risk-free  interest rates
ranging from 5.14% to 6.68%; expected volatility is 65% in 1999, and 63% in 1998
and 62% in 1997.

Note 10.  COMPANY RESTRUCTURINGS:

On March 25, 1997 the Company implemented a major organizational  realignment to
reposition itself in the marketplace. In connection with the restructuring,  the
Company  incurred  charges of  $3,000,100  during the fiscal 1997 third  quarter
related  to   severance,   planned   reduction   in  office   space,   suspended
implementation of a new project/financial system, and other related costs. As of
August 31, 1999, the Company had no accruals  related to this  restructuring  on
its balance sheet. As of August 31, 1998, the Company had an accrual of $76,600,
included as other current liabilities in the accompanying  consolidated  balance
sheet.

<PAGE>

In February  1999,  the Company  implemented  several cost  cutting  measures to
affect its long-term profitability objectives by aligning expenses more directly
with  revenues.  In  connection  with the  restructuring,  the Company  incurred
charges of $2,132,600 during the fiscal 1999 second quarter primarily related to
severance   agreements  of  several  senior  sales  and  executive  staff.  This
restructuring included a staff reduction of approximately 30 employees including
several officers.

As of August 31, 1999, the Company had an accrual of $476,400  included as other
current liabilities in the accompanying consolidated balance sheets for costs to
be incurred in future periods primarily related to severance costs.

Note 11.  "KEY EMPLOYEE" LIFE INSURANCE

In April  1998,  adjustments  were  made to the  actual  cash  value of two "key
employee"  life insurance  policies for the Chairman of the Board,  of which the
Company is the named  beneficiary.  Prior to April 1998, the policies had a cash
surrender value of $515,500, which was included in Other Assets on the Company's
balance  sheet.  In fiscal 1994,  the asset value of the policies was originally
adjusted downward due to bankruptcy proceedings involving the original insurance
company.  In April 1998,  Phoenix Home Life Mutual  Insurance Co., the successor
underwriter  of the policies,  confirmed  that the cash  surrender  value of the
policies was $776,600. As a result, Other Assets was increased by $261,100,  and
a one-time  gain was  recognized  during the third quarter of fiscal 1998. As of
August 31, 1999, the policies had a cash surrender value of $817,200.

Note 12.  RELATED PARTY TRANSACTIONS

At the  request  of its  former  primary  lender  and in order to  maintain  its
favorable  relationship with that lender, the Company in December 1996 purchased
from  this  lender  the  secured  loans  of  three  former  EA  officers.  These
interest-free demand loans, in the aggregate amount of $301,000,  are secured by
pledges of the Company's common stock. The differential between the current fair
market value of the pledged stock and the amount of the loans is fully  reserved
within the Company's balance sheet.

Note 13.  SUBSEQUENT EVENTS

On  November  2,  1999,  the  Company  announced  that its  Board  of  Directors
authorized  management  to  purchase up to 500,000  shares of its common  stock.
There is no assurance  as to the actual  number of shares that will be purchased
under the program and, in fact, the program can be suspended by the Board at any
time.

                         -------------------------------

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

<PAGE>


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)  Directors of the Registrant

Information  on the  Company's  Directors is contained  in the  Company's  Proxy
Statement for its 1999 Annual Meeting of  Stockholders to be held on January 13,
2000, and such information is incorporated herein by reference.

(b)  Executive Officers of the Registrant

Information  on the Company's  Executive  Officers is contained in the Company's
Proxy  Statement  for its 1999  Annual  Meeting  of  Stockholders  to be held on
January 13, 2000, and such information is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

Information  on "Executive  Compensation"  is contained in the  Company's  Proxy
Statement for its Annual Meeting of Stockholders to be held on January 13, 2000,
and such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information on "Security  Ownership of Certain Beneficial Owners and Management"
is  contained  in the  Company's  Proxy  Statement  for its  Annual  Meeting  of
Stockholders  to  be  held  on  January  13,  2000,  and  such   information  is
incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information on "Certain  Relationships and Related Transactions" is contained in
the Company's  Proxy Statement for its Annual Meeting of Stockholders to be held
January 13, 2000, and such information is incorporated herein by reference.


<PAGE>


                                     PART IV


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

A.  Financial Statements and Schedule II                                Page
    ------------------------------------                                ----

1.  The following financial statements are included in Item 8
    of Part II of this report:

    Report of Independent Public Accountants                              21

    Consolidated Financial Statements:
      Consolidated Balance Sheets as of August 31, 1999 and 1998          22
      Consolidated Statements of Operations for the years ended
        August 31, 1999, 1998, and 1997                                   24
      Consolidated Statements of Changes in Stockholders' Equity
        for the years ended August 31, 1999, 1998, and 1997               25
      Consolidated Statements of Cash Flows for the years ended
        August 31, 1999, 1998, and 1997                                   26
      Notes to Consolidated Financial Statements for the years
        ended August 31, 1999, 1998, and 1997                             27

2.  The following financial statement schedule for the years
      ended August 31, 1999, 1998, and 1997 is submitted herewith:

      Report of Independent Public Accountants on Schedule                41
      Schedule II - Valuation and Qualifying Accounts and Reserves        42

All other schedules are omitted because they are not applicable or
the required information is shown in the financial statements or
notes thereto.

3. Exhibits

    The following exhibits are filed herewith unless otherwise indicated:

    Exhibit
      No.            Description
    -------   --------------------------
      3.1   Certificate of Incorporation of the Company.(1)
      3.2   By-laws of the Company.(1)
      4.1   Article SIXTH of the Company's Certificate of Incorporation.(1)
     10.1   The Company's Profit Sharing Plan.(1)
     10.2   The Company's Stock Option Plan.(2)
     10.3   The Company's Employee Stock Purchase Plan.(3)
     10.4   The 1993 Stock Incentive Plan.(4)
     10.5   1993 Non-Employee Director Stock Option Plan.(5)
     10.6   The Amended and Restated Stock Option Plan(5)

<PAGE>

     10.7   1995 Non-Employee Director Stock Option Plan(5)
     10.8   Employment Agreement dated March 17, 1997, between the
               Company and Donald A. Deieso.(6)
     10.9   Lease,  dated  August 6,  1997,  between  ARE  Sparks  Limited
              Partnership, as landlord, and the Company as tenant.(7)
     10.10  Lease,   dated  August  6,  1997,   between   Ecolair  Limited
              Partnership, as landlord, and the Company, as tenant.(7)
     11.11  Lease,   dated  August  6,  1997,  between  Merrymack  Limited
              Partnership, as landlord, and the Company, as tenant.(7)
     11.12  Loan Agreement, dated August 22, 1997, between the Company and
              Allfirst Bank.(7)
     13     1999 Annual Report to Stockholders.
     21     Subsidiaries of the Company.
     27     Financial Data Schedule.

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, No. 33-8958,  which was declared  effective by the Commission
     on October 31, 1986.

(2)  Incorporated  by reference to the Company's  Registration  Statement on
     Form S-8, File Number 0-15587 filed on October 15, 1990.

(3)  Incorporated  by reference to the  Registrant's  Annual  Report on Form
     10-K, File Number 0-15587 filed on November 28, 1990.

(4)  Incorporated by reference to the Company's Registration Statement on Form
     S-8, File Number 0-15587 filed on March 3, 1994.

(5)  Incorporated by reference to the Company's Registration Statement on Form
     S-8, File Number 0-15587 filed on April 15, 1998.

(6)  Incorporated by reference to the Registrant's  Quarterly Report on Form
     10-Q, File Number 0-15587 filed on April 18, 1997.

(7)  Incorporated  by reference to the Company's  Registration  Statement on
     Form 10-K, File Number 0-15587 filed on November 17, 1997.

b.   Reports on Form 8-K

     The  Company  filed no reports  on Form 8-K  during the fourth  quarter of
fiscal year 1999.

<PAGE>


              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE


To the Board of Directors and Stockholders of
EA Engineering, Science, and Technology, Inc.:


We have audited in accordance with generally  accepted auditing  standards,  the
financial  statements  of EA  Engineering,  Science,  and  Technology,  Inc. and
subsidiaries included in this Form 10-K and have issued our report thereon dated
October  29,  1999.  Our audit was made for the purpose of forming an opinion on
the basic  financial  statements  taken as a whole.  The schedule  listed in the
foregoing  index  is the  responsibility  of  the  Company's  management  and is
presented  for  purposes  of  complying   with  the   Securities   and  Exchange
Commission's  rules  and is not part of the  basic  financial  statements.  This
schedule has been subjected to the auditing  procedures applied in the audits of
the basic financial statements and, in our opinion, fairly state in all material
respects the financial  data required to be set forth therein in relation to the
basic financial statements taken as a whole.



                                              /s/ ARTHUR ANDERSEN LLP


Baltimore, Maryland
October 29, 1999


<PAGE>


          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                  Years Ended August 31, 1999, 1998, and 1997

     Allowance    Balance at
   for Doubtful    Beginning      Charged to                     Balance at
     Accounts      of Period   Cost and Expense   Write-offs    End of Period
    -----------   ----------    ---------------    ---------    ------------

        1999         257,200         243,500        240,400         260,300

        1998         532,000         130,500        405,300         257,200

        1997       1,612,200         339,100      1,419,300         532,000


<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.

                                             EA ENGINEERING, SCIENCE, AND
                                             TECHNOLOGY, INC.

Date: November 18, 1999                      By  /s/ Loren D. Jensen
                                          --------------------------------
                                                 Loren D. Jensen
                                                 Chairman of the Board

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.



  /s/ Loren D. Jensen             Chairman of the Board        November 18, 1999
-----------------------------     and Chief Executive Officer



  /s/ Barbara L. Posner           Senior Vice President,       November 18, 1999
-----------------------------     Chief Financial Officer,
                                  Chief Operating Officer
                                  and Secretary



  /s/ Edmund J. Cashman, Jr.      Director                     November 18, 1999
-----------------------------



  /s/ Rudolph P. Lamone           Director                     November 18, 1999
-----------------------------



  /s/ George G. Radcliffe         Director                     November 18, 1999
-----------------------------



  /s/ Cleaveland D. Miller        Director                     November 18, 1999
-----------------------------


<PAGE>


                                  EXHIBIT INDEX

Exhibit
   No.                Description                                         Page
   ---           -------------------------------------                    ----

  3.1   Certificate of Incorporation of the Company.                        39

  3.2   By-laws of the Company.                                             39

  4.1   Article SIXTH of the Company's Certificate of Incorporation.        39

 10.1   The Company's Profit Sharing Plan.                                  39

 10.2   The Company's Stock Option Plan.                                    39

 10.3   The Company's Employee Stock Purchase Plan.                         39

 10.4   The 1993 Stock Incentive Plan.                                      39

 10.5   1993 Non-Employee Director Stock Option Plan.                       39

 10.6   The Amended and Restated Stock Option Plan.                         39

 10.7   1995 Non-Employee Director Stock Option Plan.                       40

 10.8   Employment Agreement dated March 17, 1997, between the
         Company and Donald A. Deieso.                                      40

 10.9   Lease, dated August 6, 1997, between ARE Sparks Limited
         Partnership, as Landlord, and the Company as tenant.               40

 10.10  Lease, dated August 6, 1997, between Ecolair Limited
         Partnership, as landlord, and the Company, as tenant.              40

 10.11  Lease, dated August 6, 1997, between Merrymack Limited
         Partnership, as landlord, and the Company, as tenant.              40

 10.12  Loan Agreement, dated August 22, 1997, between the Company
         and Allfirst Bank of Maryland.                                     40

 13     1999 Annual Report to Stockholders.                                 40

 21     Subsidiaries of the Company.                                        40

 27     Financial Data Schedule.                                            40