Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the Fiscal Year Ended August 31, 1996         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, MD                    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, Par Value $.01 per share
                    ----------------------------------------
                                (Title of class)

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

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

      As of November 1, 1996,  the  aggregate  market  value of the  outstanding
shares of the  Registrant's  Common  Stock,  par value $.01 per  share,  held by
non-affiliates  was  approximately  $8,200,000 based on the closing price of the
Common  Stock as provided by the  National  Association  of  Securities  Dealers
through NASDAQ on November 1, 1996.

      Indicate  the  number of shares  outstanding  of each of the  Registrant's
classes of Common Stock as of the latest practicable date.

                Class                          Outstanding at November 1, 1996
 ------------------------------------        -----------------------------------
    Common Stock, par value $.01                      6,177,900 shares

                      DOCUMENTS INCORPORATED BY REFERENCE

  1.  Annual Report to Stockholders for the year ended August 31, 1996, portions
      of which are incorporated by reference in Part II of this Report.

  2.  Proxy  Statement  for the Annual  Meeting of  Stockholders  scheduled  for
      January 15, 1997,  portions of which 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                                                          9
  3    Legal Proceedings                                                  10
  4    Submission of Matters to a Vote of Shareholders                    10

                                    PART II

  5    Market for the Registrant's Common Stock and Related
         Shareholder Matters                                              11
  6    Selected Financial Data                                            12
  7    Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        13
  8    Financial Statements and Supplementary Data                        17
  9    Disagreements on Accounting and Financial Disclosure               32

                                    PART III

 10    Directors and Executive Officers of the Registrant                 33
 11    Executive Compensation                                             33
 12    Security Ownership of Certain Beneficial Owners and Management     33
 13    Certain Relationships and Related Transactions                     33

                                    PART IV

 14    Exhibits, Financial Statement Schedules, and Reports on Form 8-K   34
       Signatures                                                         38
       Exhibit Index                                                      39


<PAGE>

                                     PART I


ITEM 1.     BUSINESS

General

EA  Engineering,   Science,   and  Technology,   Inc.  is  a   multidisciplinary
environmental  services  organization.  Through its nationally oriented business
service  areas,  the  Company  offers a wide range of  consulting,  engineering,
analytical,  and remediation  capabilities to characterize  and resolve existing
and potential  threats to the  environment  and to human health and safety.  The
Company  provides its services to private sector and government  clients from 20
offices located across the nation.

As of August 31, 1996, the Company's organizational structure consisted of the
parent company, EA Engineering, Science, and Technology, Inc. ("EA") and its 
wholly-owned subsidiary, EA Financial, Inc.,and its wholly-owned subsidiaries,
EA Global, Inc. and EA Engineering, Science, and Technology de Mexico, S.A. de
C.V.  The entities are collectively referred to herein as the "Company."

The  Company  was founded in 1973 and  initially  was  engaged in  environmental
assessment  and permitting  related to power plant siting and expansion.  During
the past decade,  the Company has expanded its primary  service areas to include
Risk  Assessment  and  Management,  Resource  Management,  Air and Water Quality
Management,  Strategic  Environmental  Management,   Analytical  Services,  Site
Investigations, Engineering Design, and Remediation Services.

To address the multifaceted nature of most environmental problems, the Company's
services  normally  are  performed  by a team of engineers  and  scientists  and
include onsite collection of water, soil and air samples,  onsite monitoring and
measurement of discharges  and  emissions,  analysis of samples in the Company's
laboratories  or in its mobile testing  units,  evaluation of  environmental  or
human health risks,  development and engineering  design of a system or facility
for   monitoring,    controlling,   or   eliminating   environmental   problems,
implementation  of remedial  actions,  and preparation of reports for client and
regulatory agencies.

As a result of its growth  strategy,  the  Company  now offers  clients a single
source for identifying and solving environmental  problems,  from assessment and
analysis,   through   engineering  and  design  of  solutions,   to  remediation
management.

During fiscal 1996, the  environmental  industry has been beleaguered by certain
interests in  Washington,  DC. The intent of these special  interest  groups has
been to weaken key  components of  environmental  conservation  and  restoration
legislations.  The  environmental  industry  has been  affected  by the  delayed
reauthorizations of air, water, and toxic waste programs as both private clients
and  governmental  agencies have postponed  environmental  clean-up  programs in
response to the regulatory uncertainty.

                                       1

<PAGE>


Additionally, the delay in federal budget approvals for 1996 have compounded the
industry's condition. The continuing budget curtailment of all federal agencies,
including  EPA,  has  resulted  in  slowdowns  and major  delays  in  regulatory
enforcement  of  existing  programs  in nearly  every  segment of the  industry:
assessments,  engineering design, and remedial construction and restoration.  In
certain cases,  even previously  approved and funded clean-up programs have been
rescinded.

These conditions have left the industry with excess labor capacity, resulting in
a dramatic  increase in competitive  pressures.  During fiscal 1996, the Company
maximized  its  revenues  by  marketing  those  indefinite   delivery/indefinite
delivery (ID/IQ) contracts it currently holds.

The Company's  proposal  strategy has consistently  utilized a teaming approach,
where necessary,  to provide the appropriate  levels of professional  skills and
capabilities  (location,  staff,  and  specialized  skills or  experience).  The
Company  acts  as the  prime  contractor  or a  subcontractor  depending  on the
specific requirements of the proposal and the availability of teaming companies.
As a  result  of the  increasing  opportunities  with  larger  and  longer  term
contracts,  particularly  within the federal  government area,  certain contract
awards and current  proposals  include a higher level of teaming with  companies
who are competitors and/or who provide complementary strengths.  Prior to fiscal
1996, subcontractor levels have approximated 13% to 22% of total revenue. Fiscal
1996  subcontractors  represented  almost  27%  of  total  revenue,   reflecting
increased use of teaming  partners and construction  contractors,  primarily for
the  Company's   growing   remediation   services.   Current  backlog   includes
subcontractor  amounts that, if fully  authorized,  could include  subcontractor
levels on specific  contracts  of  approximately  35% to 50%. In cases where the
Company  acts  as the  prime  contractor,  it  generally  is  able  to  add  its
administrative  costs and fee to the subcontracted  costs.  Management  believes
that the  increasing  levels of teaming for  certain  larger  contracts  provide
additional  opportunities  for future growth.  However,  the increased  level of
subcontracting   may  increase  the  potential   risk  for  timely  and  quality
performance by team members.

In fiscal 1995, EA  incorporated  EA  Engineering,  Science and  Technology,  de
Mexico, S.A. de C.V. (EA de Mexico) in order for the company to submit proposals
and operate its  environmental  business  in Mexico.  To date,  EA de Mexico has
received  only  nominal  contracts  in  Mexico.  EA de Mexico is a  wholly-owned
subsidiary of EA Financial, Inc.

Additionally,  EA incorporated EA Global, Inc., a Delaware corporation,  in 1995
in order for the  Company to submit  proposals  and  operate  its  environmental
business  in  countries  other than the United  States and Mexico.  To date,  EA
Global  has  received  only  nominal  contracts.  EA  Global  is a  wholly-owned
subsidiary of EA Financial, Inc.

Services

The Company's primary service areas are Risk Assessment and Management, Resource
Management, Air and Water Quality Management, Strategic Environmental Manage-
ment, Analytical Services, Site Investigations, Engineering Design, and 
Remediation Services.  The multi-faceted nature of most environmental problems,
however, requires a cross-section of professionals to provide an integrated
solution, and strict classification by service area is not practical for most 
of the Company's projects.  In

                                       2

<PAGE>



providing  its  services,   the  Company  has  developed  certain  remedial  and
analytical  technologies  and  processes  for  the  mitigation  and  control  of
environmental  damage and risks.  In addition,  the Company  assists  clients in
responding to issues raised by regulatory  agencies and community groups. All of
the service areas are part of the vertically  integrated  capabilities  that the
Company may offer its clients.

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

 (bullet) Consultation to determine the nature and scope of a potential
          environmental problem.
 (bullet) On-site collection of samples.
 (bullet) On-site monitoring and measurement of discharges and emissions.
 (bullet) Analysis of samples in the Company's laboratories or in its mobile
          testing units.
 (bullet) Evaluation of environmental or human health risks.
 (bullet) Development  and   engineering   design  of  a  system  or  facility
          for monitoring, controlling, or eliminating the problem.
 (bullet) Preparation of reports for regulatory agencies.
 (bullet) Participation in public and regulatory hearings.
 (bullet) Engineering certification of design specifications.
 (bullet) Implementation of remedial action.

The Company's contracts are generally  undertaken on a time and material,  fixed
price, or cost plus fixed fee basis.  Fixed price contracts and certain time and
material and cost plus  contracts  with upset limits require the Company 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 net revenue derived
by contract type in each of the three years in the period ended August 31, 1996:

                                  Year Ended August 31,
                            1996           1995           1994
-----------------------------------------------------------------------
Time and materials           33%            47%            46%
Fixed price                   41             26             32
Cost plus fixed fee           26             27             22
-----------------------------------------------------------------------
                            100%           100%           100%
=======================================================================

During fiscal 1996, the volume of the Company's work from fixed price  contracts
increased  substantially.  The Company  considers  this to be an industry  trend
whereby clients transfer additional risk to the prime contractor.

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 time frame.  Although the Company holds certain federal contracts with
options for longer durations, most of these contracts require exercise of

                                       3

<PAGE>



annual renewals by the client. A substantial  portion of the Company's contracts
represent  the  provision  of separate  services  required  from time to time by
ongoing clients.

Clients

During fiscal 1996, the Company  provided  services to more than 550 industrial,
utility,  and  government  clients  involving  more than 2,100  projects  in the
private sector and 600 projects in the federal government sector.  Although more
private sector projects were performed,  the portion of net revenue  provided by
the federal government was 53%, 64%, and 61% for the fiscal year 1996, 1995, and
1994,  respectively.  This is primarily due to EA's success in acquiring  larger
task orders under its existing federal ID/IQ type contracts.

Although a  significant  portion of net revenue was derived from agencies of the
federal  government,  the  Company's  services are  performed  for many regions,
departments,  or agencies  that are  organized  and operated in a  decentralized
fashion,  thereby  reducing the  probability  of a loss of a particular  federal
client's projects in their entirety.  Therefore,  in management's  opinion,  the
loss of any one of the Company's  clients  within its major  revenue  generating
sector 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, 1996:


                                              Year Ended August 31,
------------------------------------------------------------------------
                                          1996          1995        1994
------------------------------------------------------------------------
Federal government                         53%           64%         61%
Industrial and other private sector        33            23          20
Utilities                                   6             7          10
State and local government                  8             6           9
------------------------------------------------------------------------
                                          100%          100%        100%
========================================================================


Sales and Marketing

During fiscal 1996, the Company  maintained its centrally  coordinated  business
development efforts to provide greater synergy among the business units, as well
as to position the Company for earlier opportunity  identification and proactive
response. The focus within business development was to maximize positive, direct
interaction with clients and to facilitate successful assessment of and response
to real-time marketplace requirements.  Business development efforts continue at
a high level with the Department of Defense, with significant resources directed
at diversifying the Company's public sector client base.  Efforts in the private
sector have  accelerated,  with significant  attention  directed at establishing
long-term relationships and obtaining basic ordering agreements with Fortune 500
clients. These

                                       4

<PAGE>



efforts to  diversify  EA's client base are directed to provide the platform for
greater stability and expanded growth.

At the end of fiscal 1996, the Company  redirected  its private sector  business
development  to align it more  closely  with the primary  service  areas.  As in
previous years, marketing efforts are performed by senior professional personnel
at the Company's  headquarters and in each of its regional offices.  The Company
also  conducts  seminars and  workshops on specific  environmental  problems for
government, industry, and community groups. Historically,  existing clients have
been a significant source of referrals.  The Company believes that participation
by professional staff members as expert witnesses in environmental  hearings and
litigation results in additional referrals. Government business development will
continue to be performed as a centrally-managed national function.

Backlog

At August 31, 1996, the Company's  total contract  backlog was  approximately  $
63.7 million which is  approximately  5.3% lower than contract backlog of $ 67.3
million at August 31,  1995.  The  Company's  net contract  backlog  (total less
estimated  subcontractor  costs) was  approximately $ 52.5 million at the end of
fiscal 1996 compared to  approximately $ 53.2 million at the end of fiscal 1995.
The Company expects that  approximately 80% of this backlog will be completed in
fiscal 1997.  The  Company's  total  contract  backlog  attributable  to federal
government  contracts as of August 31, 1996 was $41 million ($32  million,  net)
compared to $44 million ($32 million, net) a year earlier.

In addition to this  contract  backlog,  at August 31,  1996,  the Company  held
indefinite  delivery/indefinite  quantity type contracts  from various  clients,
principally governmental agencies for up to $341.4 million ($197.0 million, net)
compared to $393.6 million ($228.4  million,  net) in 1995. The Company includes
only work authorized under these contracts in its contract backlog.

There can be no assurance,  however, that work under any of these 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 government. The Company attempts to mitigate these risks by staffing only to
meet reasonably anticipated average workloads, by using subcontractors to handle
peak  work-loads,  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 continuing  service agreements that provide for work on a task basis. Upon
receipt of related authorizations the

                                       5

<PAGE>



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 revenues.

Employees

At August 31,  1996,  the  Company  had  approximately  720 full time  employees
compared  to  approximately  840 full time  employees  at August 31,  1995.  The
decrease in staff was a result of staff  reductions  in overhead  positions  and
excess  capacity in technical  staff.  Approximately  77% of these employees are
engaged  primarily  in  performing  scientific,   engineering,  and  remediation
services.  The remainder of the  employees  are engaged  primarily in executive,
administrative,  and other support activities.  The Company also hires part-time
or  temporary  personnel  to  meet  seasonal  needs  or  the  requirements  of a
particular  contract.  The Company's  professional  staff includes  professional
engineers,   biologists,   chemists,   geologists,   hydrologists,    industrial
hygienists, public health scientists, and computer scientists.

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

Competition

The  environmental  engineering  and  consulting  market is becoming more highly
competitive and requires skilled and experienced  professional,  technical,  and
management  personnel,   as  well  as  sophisticated  equipment  representing  a
substantial capital investment.  The principal  competitive factors are pricing,
reputation,  quality of  service,  expertise,  and local  presence.  The Company
believes  that  its  favorable  competitive  factors  are its  multidisciplinary
capabilities,  its reputation  for quality of services,  its  certifications  to
provide  analytical and  consulting  services to a broad  constituency,  and its
geographical  dispersion.  In each national business,  the Company competes with
engineering  and  consulting  firms which are both  larger and smaller  than the
Company,  although the Company  believes that no one firm currently  dominates a
significant portion of any of the service areas.

It has become  commonplace  within the industry  that in certain  circumstances,
primarily  large DOD  opportunities,  EA joins a team of  competitors  to submit
proposals  (either as the prime contractor or a  subcontractor)  as noted in the
"General" section of this item.

The Company  believes that it is one of a limited number of companies that offer
a wide range of integrated services for solving complex environmental and health
risk  problems.  Some of these  companies are larger and have greater  financial
resources than the Company.



                                       6

<PAGE>



Licensing and Certification

The laboratory  has been  approved/validated  to perform  analyses for the Naval
Facility   Engineering  Service  Center  (UFESC),   the  Air  Force  Center  for
Environmental Excellence (AFCEE), and the U.S. Army Corps of Engineers (Missouri
River Division).  Regulatory  authorities  frequently will not accept analytical
evidence of  compliance  unless the analysis has been  performed by a laboratory
with relevant certifications such as those described above.

The laboratory is also certified by 39 different states including Maryland,  New
Jersey,  New York,  and  California,  and  maintains  certain  local permits and
licenses.  Applications  for  certification  are  pending  approval in one other
state.  Additionally,  the  laboratory  has  been  authorized  to do work by the
District  of  Columbia  and 10  states  that do not  have  formal  certification
programs. The laboratory has certifications and permits to operate in states and
jurisdictions  where the Company performs its services.  To support all of these
programs,  the  laboratory  must be  periodically  audited  by these  regulatory
agencies and is required to participate in a variety of performance  evaluations
such as those conducted by the EPA and U.S. Army Corps of Engineers.

The criteria necessary for obtaining and maintaining  laboratory  certifications
and permits varies significantly by agency and by state.  Generally the criteria
include:

 (bullet) Application for certification/permit
 (bullet) Request and initial  review for  compliance  with  comprehensive
          rules and regulations
 (bullet) Periodic verification of compliance through proficiency samples
 (bullet) Periodic onsite audits
 (bullet) Payment of annual fees

Historically,  the laboratory has  experienced  no significant  audit  problems.
While audits may result in certain  "findings," these are usually  procedural in
nature and prompt  changes or other  adjustments  are made to bring the  Company
into compliance with the auditor's request.  The Company has been able to obtain
and maintain its  certifications  and permits  without  break.  However,  if the
Company is unable to obtain and maintain such participation and  certifications,
the operation of the  laboratory  and the Company's  financial  condition may be
adversely affected. Management believes that the Company currently possesses the
licenses  or  permits  necessary  to  perform  its  engineering  and  consulting
services.

Regulatory Matters

Many environmental laws and regulations have been enacted by federal, state, and
local  governments  in response to growing  public  concern over  activities and
substances deemed to have adverse effects on the environment and on human health
and safety.  As advances in analytical  instrumentation  have made  detection of
increasingly minute amounts of a substance possible, and as understanding of the
often complex  effects of substances  on health and the  environment  has grown,
such laws and  regulations  have become  increasingly  detailed  and  demanding.
Compliance with these environmental laws and regula-

                                       7

<PAGE>



tions by both  private  and public  sector  clients has been and will remain the
primary force in creating demand for the Company's  environmental,  engineering,
and analytical services.

The principal federal legislation  affecting the Company's business in the toxic
and hazardous materials management service area is the Resource Conservation and
Recovery Act of 1976  ("RCRA").  RCRA  regulates the  management of existing and
newly  generated  hazardous  waste  by  imposing   substantial   obligations  on
generators  to  reduce,  monitor  and  control  such  wastes  from  the  time of
generation  through  final  disposal.  The  intent  of RCRA is to  regulate  the
management,  treatment, and disposal of hazardous wastes by industrial and other
waste generators.  Amendments to RCRA have increased significantly the number of
waste generators subject to its terms and have also regulated the identification
and remediation of leaking  underground storage tanks. The Company believes that
responding to the needs of industry and other waste  generators  under RCRA will
account for an increasing part of its business.  Additional federal  legislation
affecting the Company's business in the toxic and hazardous materials management
service  area  is the  Comprehensive  Environmental  Response  Compensation  and
Liability Act of 1980 (CERCLA). This Act, often termed Superfund, along with its
amendments  and  reauthorizations,  addresses  the  uncontrolled  releases  from
inactive or abandoned hazardous waste sites. Public sector,  private sector, and
DOD  clients  are all  subject  to the  requirements  of  CERCLA  for  geologic,
hydrologic, engineering, risk, and environmental evaluations. Response to CERCLA
requirements has generated  substantial  investigative  and engineering work for
the  Company.  The Company  expects an  increased  level of business in both the
investigative  and  engineering  aspects  of  CERCLA  work  and an  increase  in
remediation activity as well.

Other federal  legislation,  such as the National  Environmental Policy Act, the
Clean Water Act, the Safe Drinking Water Act, the Toxic Substances  Control Act,
and  the  Clean  Air Act  Amendments,  also  strongly  influence  the  Company's
business.  These  legislative acts and the numerous  amendments to them focus on
the detection and  monitoring  of substances in the  environment,  the study and
assessment  of the effects of those  substances  and other  activities  on human
health  and  the  environment,  and  the  development  of  effective  regulatory
compliance programs by industries, municipalities, and regulatory agencies.

Insurance

The  Company  maintains a full range of  insurance  coverage  with  professional
errors  and  omissions  liability   insurance,   including  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  adverse  effect upon the Company.  However,
these insurance  policies will provide limited  protection and defense up to the
stated amounts.

EA has  endeavored to protect itself through  contractual  indemnification  from
clients when  possible and by  intensifying  its  existing  quality  control and
assurance,  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

                                       8

<PAGE>



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 and
situations  through a  company-wide  occupational  safety and health  monitoring
program.

Equipment

The Company owns  substantially  all of the  analytical,  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 which 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,   Mid-Atlantic   regional   offices  and  central
laboratories are located in suburban Baltimore,  in approximately  91,000 square
feet of leased space.  Leases for these facilities are with partnerships,  whose
partners include the Chairman of EA and certain members of his family.

   The Company's regional United States offices are located in:


Baltimore, Maryland             Boston, Massachusetts         Lincoln, Nebraska
Silver Spring, Maryland         Pensacola, Florida            Dallas, Texas
New Castle, Delaware            San Francisco, California     San Antonio, Texas
Newburgh, New York              Sacramento, California        Anchorage, Alaska
Syracuse, New York              Seattle, Washington           Fairbanks, Alaska
Berkeley Heights, New Jersey    Chicago, Illinois             Honolulu, Hawaii

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


                                       9

<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is a party.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

None.


                                       10

<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 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 1995:        First Quarter             $10.25        $6.75
                    Second Quarter              8.75         5.50
                    Third Quarter               7.25         5.25
                    Fourth Quarter              6.00         4.00

Fiscal 1996:        First Quarter              $5.25        $3.75
                    Second Quarter              4.13         3.50
                    Third Quarter               4.00         2.88
                    Fourth Quarter              3.50         2.25

On November 1, 1996, the closing price of the common stock as reported by NASDAQ
was $1.50 per share. On that date, there were 1,100 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.

                                       11

<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 after effecting for the
stock splits described in note (2). This data should be read in conjunction with
the consolidated financial statements and notes thereto included in Item 8.


<TABLE>
<CAPTION>

                                                             Year Ended August 31,
-----------------------------------------------------------------------------------------------------------
                                           1996           1995         1994          1993           1992
-----------------------------------------------------------------------------------------------------------
                                                   (in thousands, except per share amounts)
<S><C>
Operations data:
  Total revenue                            $88,308       $92,365      $76,873        $61,126        $52,915
  Net revenue(1)                            64,354        72,471       63,748         52,941         45,411
  Income (loss) from operations               (444)        4,141        3,305          2,111         (2,058)
  Net income (loss)                           (580)        2,227        1,823          1,004         (1,876)
  Net income (loss) per share(2)            $(0.09)        $0.36        $0.30          $0.17         $(0.34)

 Weighted average number of shares
     outstanding(2)                          6,138         6,171        6,089          5,888          5,542

Balance sheet data:
  Working capital                          $15,955       $17,663      $14,317        $12,146        $ 8,041
  Total assets                              33,329        36,368       31,575         28,471         28,990
  Short-term borrowings                         --            --           --             --          6,393
  Long-term debt, net of current portion     2,665         4,033        4,798          5,034          2,483
  Stockholders' equity                     $18,558       $18,880      $15,177        $12,721        $11,542

</TABLE>

   (1)  Net revenue represents total revenue less subcontractor costs.

   (2)  Results have been restated to reflect the two 3 for 2 stock splits, each
        effected in the form of a 50% stock dividend  issued on Febuary 23, 1994
        and July 5, 1994.

                                       12

<PAGE>



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,  certain 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,  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 statements of operations to net revenue for the years indicated.


                                                  Year Ended August 31,
                                           -----------------------------------
                                            1996          1995          1994
------------------------------------------------------------------------------
Net revenue                                 100.0%        100.0%       100.0%
------------------------------------------------------------------------------
Operating expenses:
  Direct salaries and other operating        95.5          87.9         87.8
  General and administrative                  5.2           6.4          7.0
------------------------------------------------------------------------------
    Total operating expenses                100.7          94.3         94.8
------------------------------------------------------------------------------
Income (loss) from operations                (0.7)          5.7          5.2
Interest expense, net                        (0.6)         (0.6)        (0.4)
Income (loss) before income taxes            (1.3)          5.1          4.8
(Benefit from) provision for income taxes    (0.4)          2.0          1.9
------------------------------------------------------------------------------
    Net income                               (0.9)%         3.1%         2.9%
==============================================================================


                                       13

<PAGE>



Fiscal 1996 Compared to Fiscal 1995

Net revenue during fiscal 1996 decreased to $64,353,700  from  $72,471,400.  The
decrease  was  primarily  attributed  to federal  regulatory  uncertainties  and
budgetary delays, partially offset by an increase in private industry revenues.

Direct salaries and other  operating  costs  decreased 3.6% to $61,430,200  from
$63,694,800.  As a percentage of net revenue, however, direct salaries and other
operating costs increased to 95.5% from 87.9% a year earlier.  This increase was
attributable  to  unrecoverable  costs  on  certain  projects  and  lower  staff
billability  related to the reduction in available  work. The Company  performed
staff   reductions  to  the  extent  possible  while  keeping   necessary  staff
capabilities  required  throughout  the  country for both  project and  business
development  purposes.  Additionally,  more  time  was  devoted  by staff to the
development  of new  business and the  completion  of proposals in an attempt to
maintain backlog at higher levels during a challenging economic period.

General and  administrative  costs  decreased  27.4% to  $3,367,100 in 1996 from
$4,635,900 in 1995, or 5.2% and 6.4% of net revenue,  respectively. The decrease
was due to staff reductions and related overhead expense decreases.

As a result of the above factors, the loss from operations was $443,600 compared
to income from  operations of $4,140,700  in the prior year.  Interest  expense,
net,  decreased  16.5% to $357,500 from  $428,200.  The net decrease in interest
expense is primarily the result of lower interest rates and decreasing long-term
debt principal  balances,  partially  offset by increased  borrowings  under the
revolving line of credit to fund federal  subcontracting payment requirements on
certain projects.

The benefit  from income  taxes was $221,000 for the year ended August 31, 1996,
compared to a provision for income taxes of $1,485,100,  representing  effective
rates of 28% and 40%,  respectively.  The  difference  in  effective  tax  rates
between years relate  primarily to the  non-recognition  of the future  benefits
attributable  to a foreign loss and increases to certain  permanent  differences
between financial and income tax reporting.

The net loss for the twelve months ended August 31, 1996,  was $580,100,  or .9%
of net revenue, compared to net income of $2,227,400, or 3.1% of net revenue for
the prior year.

Fiscal 1995 Compared to Fiscal 1994

Net revenue during fiscal 1995 increased 13.7% to $72,471,400 from  $63,748,100.
The increase reflects increased contract volume associated with federal agencies
with which EA holds  indefinite  delivery-indefinite  quantity  type  contracts.
Additionally,  increased  use  of  team  partners  and  subcontractors  provided
increased  recovery of overhead  costs and fees which are  reflected  in the net
revenue increase.

Direct salaries and other operating expenses increased 13.8% to $63,694,800 from
$55,995,000,  and remained relatively constant as a percentage of net revenue at
87.9% and 87.8%, respectively.  General, and administrative costs increased 4.2%
to $4,635,900 from $4,447,900, but decreased as a percent of net

                                       14

<PAGE>



revenue  to 6.4% from  7.0%.  Management  expects  the  percentage  of  selling,
general,  and  administrative  expenses  to  net  revenue  to  further  decrease
reflecting a decrease in staff at the end of the fourth quarter.

Interest expense,  net, increased 60.2% to $428,200 from $267,300,  largely as a
result of increased  interest rates and higher average monthly  borrowings under
the Company's credit facility.

The  provision  for  income  taxes in fiscal  1995 was  $1,485,100  compared  to
$1,215,300 in fiscal 1994. The effective tax rate for both years was 40%.

For fiscal 1995, net income was $2,227,400,  or 3.1% of net revenue, compared to
net income of $1,822,600 or 2.9% of net income for fiscal 1994.

Fiscal 1994 Compared to Fiscal 1993

Net revenue during fiscal 1994 increased 20.4% to $63,748,100 from  $52,941,300.
The increase  reflects  increased  contract  volume  primarily  associated  with
federal agencies.  The Company continues to experience growth in both Department
of Defense and  Department of Energy  contracts.  These  increases were somewhat
offset by  decreases  in net revenue  from its  industrial  and  private  sector
clients.  The Company  continues to believe that private sector  conditions will
improve as the economy  strengthens  and has  positioned its sales and marketing
efforts to capitalize on new opportunities.

Direct salaries and other operating expenses increased 20.2% to $55,995,000 from
$46,591,000,  but  decreased as a percentage of net revenue to 87.9% from 88.1%.
The decrease as a percentage of net revenue primarily resulted from decreases in
the incentive  compensation  plan and bad debt  expense,  offset by increases in
expanded office quarters and computer networks. General and administrative costs
increased 5.0% to $4,447,900 from  $4,239,600,  but decreased as a percentage of
net revenue from 8.1% to 7.0%.

Interest  expense,  net,  decreased 39% to $267,300 from $437,900,  largely as a
result of reduced borrowings under the Company's credit facility.

The provision for income taxes in fiscal 1994 was $1,215,300 compared to 
$668,500 in fiscal 1993. The effective tax rate for both years was 40%.

For fiscal 1994, net income was $1,822,600,  or 2.9% of net revenue, compared to
net income of $1,004,200 or 1.9% of net income for fiscal 1993.

Inflation

Because of its ability to 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.

                                       15

<PAGE>



Liquidity and Capital Resources

Cash and cash  equivalents  (cash)  decreased by  $2,505,300 in 1996 compared to
decreases  of  $174,600  in 1995 and  $61,100  in  1994.  The  decrease  in 1996
principally  resulted  from cash used in  investing in the purchase of equipment
and the net reduction of long-term debt.

The  Company's  capital  expenditures  (consisting  primarily  of  purchases  of
equipment and leasehold improvements) of approximately  $1,008,500,  $1,067,200,
and $1,579,700 in 1996, 1995, and 1994, respectively, have been funded primarily
from cash flows.

The Company has maintained its bank credit arrangement with a regional bank. The
arrangement  provides for maximum  borrowings  of  $10,000,000  consisting  of a
revolving  line of credit.  Borrowings  are limited to a percentage  of accounts
receivable and costs and estimated earnings in excess of billings.  The interest
on these  borrowings  varies  between LIBOR + 150 and LIBOR + 200,  depending on
certain financial covenants. Borrowings are unsecured under this agreement which
expires in January 1998.

At August 31,  1996,  the  Company had  outstanding  long-term  debt,  including
current portion, of $3,309,100,  which represented a decrease of $1,489,100 from
the August 31,  1995  balance  of  $4,798,200.  The  Company  had no  short-term
borrowings under its line of credit at August 31, 1996.

The Company's existing funds, cash from operations, and the available portion of
its  $10,000,000  bank line of credit are expected to be  sufficient to meet the
Company's  present cash needs.  The Company  also has access to certain  capital
equipment  financing  arrangements  through  various  equipment  suppliers.  The
Company also believes it has the ability to raise capital  through  placement of
debt and will pursue such  options as the need  arises to expand  facilities  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  to absorb  the
additional  contracting  capacity resulting from expansion and from additions to
its professional staff, 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.

                                       16

<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements and Supplementary Financial Data


<TABLE>
<CAPTION>

                                                                                     Page
<S><C>
Report of Independent Public Accountants                                                18

Consolidated Financial Statements:

  Consolidated Balance Sheets as of August 31, 1996 and 1995                         19-20

  Consolidated Statements of Operations for the years ended
     August 31, 1996, 1995, and 1994                                                    21

  Consolidated Statements of Changes in Stockholders' Equity for the years ended
     August 31, 1996, 1995, and 1994                                                    22

  Consolidated Statements of Cash Flows for the years ended
     August 31, 1996, 1995, and 1994                                                    23

  Notes to Consolidated Financial Statements for the years ended
     August 31, 1996, 1995, and 19934                                                24-31
</TABLE>

                                       17

<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, 1996 and 1995, 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,  1996.  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, 1996 and
1995, and the results of their operations and their cash flows for each of the
three years in the period  ended  August 31, 1996, in conformity with generally
accepted accounting principles.



                                                   ARTHUR ANDERSEN LLP


Baltimore, Maryland
October 2, 1996



                                       18

<PAGE>



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

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                             August 31,
                                                        1996           1995
-------------------------------------------------------------------------------
Current Assets:

   Cash and cash equivalents                        $ 1,308,600    $  3,813,900

   Accounts receivable, net                          12,692,700      14,858,100

   Costs and estimated earnings in excess
       of billings on uncompleted contracts          12,482,200      10,735,000
   Prepaid expenses and other                         1,576,900       1,711,300
-------------------------------------------------------------------------------
      Total Current Assets                           28,060,400      31,118,300
-------------------------------------------------------------------------------
Property and Equipment, at cost

   Furniture, fixtures, and equipment                12,784,500      14,403,800

   Leasehold improvements                             3,677,800       3,652,400
                                                   ----------------------------
                                                     16,462,300      18,056,200

   Less-Accumulated depreciation and amortization   (13,337,400)    (14,255,900)
-------------------------------------------------------------------------------
      Net Property and Equipment                      3,124,900       3,800,300
-------------------------------------------------------------------------------
Other Assets                                          2,143,200       1,449,200
-------------------------------------------------------------------------------
      Total Assets                                  $33,328,500     $36,367,800
===============================================================================

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

                                       19

<PAGE>



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

                          CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                               August 31,
                                                            1996        1995
--------------------------------------------------------------------------------
Current Liabilities:
   Accounts payable                                     $ 6,061,000  $ 5,960,800
   Accrued expenses                                       1,019,200      856,500
   Accrued salaries, wages and benefits                   3,183,400    4,595,700
   Income taxes payable                                          --      227,600
   Current portion of long-term debt                        644,600      765,500
   Billings in excess of costs and estimated earnings
      on uncompleted contracts                            1,197,700    1,049,300
--------------------------------------------------------------------------------
      Total Current Liabilities                          12,105,900   13,455,400
--------------------------------------------------------------------------------
Long-Term Debt, net of current portion                    2,664,500    4,032,700
--------------------------------------------------------------------------------
      Total Liabilities                                  14,770,400   17,488,100
--------------------------------------------------------------------------------
Commitments
--------------------------------------------------------------------------------
Stockholders' Equity
   Common stock, $.01 par value; voting;
      10,000,000 shares authorized; 6,175,000                61,800       60,900
      and 6,091,900 shares issued and outstanding
   Preferred stock, $.01 par value;
      8,000,000 shares authorized; none issued                   --           --
   Capital in excess of par value                        10,796,300   10,538,700
   Retained earnings                                      7,700,000    8,280,100
--------------------------------------------------------------------------------
      Total Stockholders' Equity                         18,558,100   18,879,700
--------------------------------------------------------------------------------
      Total Liabilities and Stockholders' Equity        $33,328,500  $36,367,800
================================================================================

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

                                       20

<PAGE>



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

                     CONSOLIDATED STATEMENTS OF OPERATIONS


                                                   Year Ended August 31,
                                              1996        1995          1994
--------------------------------------------------------------------------------
Total revenue                            $ 88,307,800  $92,364,900  $76,872,800
Less - Subcontractor costs                (23,954,100) (19,893,500) (13,124,700)
-------------------------------------------------------------------------------
      Net revenue                          64,353,700   72,471,400   63,748,100
-------------------------------------------------------------------------------
Operating expenses:
   Direct salaries and other operating     61,430,200   63,694,800   55,995,000
   General and administrative               3,367,100    4,635,900    4,447,900
-------------------------------------------------------------------------------
      Total operating expenses             64,797,300   68,330,700   60,442,900
-------------------------------------------------------------------------------
Income (loss) from operations                (443,600)   4,140,700    3,305,200
-------------------------------------------------------------------------------
Interest expense                             (464,900)    (522,800)    (403,900)

Interest income                               107,400       94,600      136,600
-------------------------------------------------------------------------------
Income (loss) before income taxes            (801,100)   3,712,500    3,037,900
-------------------------------------------------------------------------------
(Benefit from) provision for income taxes    (221,000)   1,485,100    1,215,300
-------------------------------------------------------------------------------

Net income (loss)                          $ (580,100)  $2,227,400   $1,822,600
===============================================================================

Net income (loss) per share                    $(0.09)       $0.36        $0.30
===============================================================================

Weighted average shares outstanding         6,138,100    6,170,700    6,088,700
===============================================================================

        The accompanying notes are an integral part of these statements.

                                       21

<PAGE>



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

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

              FOR THE YEARS ENDED AUGUST 31, 1996, 1995, AND 1994



                                            Capital in
                                  Common    Excess of   Retained
                                  Stock     Par Value   Earnings       Total
------------------------------------------------------------------------------
Balance, August 31, 1993          $56,500  $8,434,100  $4,230,100  $12,720,700

Issuance of Stock                   1,200     464,700          --      465,900

Tax Benefit from Stock Options
      Exercised                        --     167,300          --      167,300

Net Income                             --          --   1,822,600    1,822,600
------------------------------------------------------------------------------
Balance, August 31, 1994           57,700   9,066,100   6,052,700   15,176,500

Issuance of Stock                   3,200     821,700          --      824,900

Tax Benefit from Stock Options
     Exercised                         --     650,900          --      650,900

Net Income                             --          --   2,227,400    2,227,400
------------------------------------------------------------------------------
Balance, August 31, 1995           60,900  10,538,700   8,280,100   18,879,700

Issuance of Stock                     900     233,000          --      233,900

Tax Benefit from Stock Options
     Exercised                         --      24,600          --       24,600

Net Loss                               --          --    (580,100)    (580,100)
------------------------------------------------------------------------------
Balance, August 31, 1996          $61,800 $10,796,300  $7,700,000  $18,558,100
==============================================================================

        The accompanying notes are an integral part of these statements.

                                       22

<PAGE>



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

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                              Year Ended August 31,
                                                                      1996              1995             1994
--------------------------------------------------------------------------------------------------------------------
<S><C>
Cash Flows From (Used For) Operating Activities:
   Net income (loss)                                               $     (580,100)      $2,227,400       $1,822,600
   Noncash expenses included in net income (loss)-
      Depreciation and amortization                                     1,683,900        1,633,100        1,453,400
      Deferred (benefit from) provision for income taxes                 (198,300)        (418,200)         170,200
      Current (benefit from) provision for income taxes                   (22,700)       1,903,300        1,045,100

   Net (increase) decrease in noncash assets -
      Accounts receivable, net                                          2,165,400       (2,714,300)      (2,433,200)
      Costs and estimated earnings in excess of billings
        on uncompleted contracts                                       (1,747,200)      (2,747,600)         (65,600)
      Prepaid expenses and other assets                                  (110,800)         179,400         (702,800)

   Net increase (decrease) in nondebt liabilities -
      Accounts payable and accrued expenses                            (1,149,400)       1,702,700          435,400
      Refunds of income taxes                                              14,700           50,200           11,000
      Payments of income taxes                                           (445,500)        (955,500)      (1,202,500)
      Billings in excess of costs and estimated earnings
         on uncompleted contracts                                         148,400           47,100          520,000
--------------------------------------------------------------------------------------------------------------------
            Net cash flows from (used for) operating activities          (241,600)         907,600        1,053,600
--------------------------------------------------------------------------------------------------------------------
Cash Flows From (Used For) Financing Activities:
   Proceeds from issuance of common stock                                 233,900          824,900          465,900
   Reduction of long-term debt                                         (4,489,100)        (839,900)        (725,900)
   Proceeds from issuance of long-term debt                             3,000,000               --          725,000
--------------------------------------------------------------------------------------------------------------------
         Net cash flows from (used for) financing activities           (1,255,200)         (15,000)         465,000
--------------------------------------------------------------------------------------------------------------------
Cash Flows Used For Investing Activities:
   Purchase of property and equipment, net                             (1,008,500)      (1,067,200)      (1,579,700)
--------------------------------------------------------------------------------------------------------------------
            Net cash flows used for investing activities               (1,008,500)      (1,067,200)      (1,579,700)
--------------------------------------------------------------------------------------------------------------------

Net Decrease in Cash and Cash Equivalents                              (2,505,300)        (174,600)         (61,100)

Cash and Cash Equivalents, beginning of year                            3,813,900        3,988,500        4,049,600
--------------------------------------------------------------------------------------------------------------------

Cash and Cash Equivalents, end of year                                 $1,308,600       $3,813,900       $3,988,500
====================================================================================================================
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       23

<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED AUGUST 31, 1996, 1995, AND 1994



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) and its wholly-owned subsidiary,
EA Financial,  Inc., and its wholly-owned  subsidiaries,  EA Global, Inc. and EA
Engineering, Science, and Technology de Mexico, S.A. de C.V. During fiscal 1995,
EA  Remediation  Technologies,  Inc.,  formerly a wholly-owned  subsidiary,  was
merged  into EA.  The  entities  are  collectively  referred  to  herein  as the
"Company." All  significant  intercompany  transactions  have been eliminated in
consolidation.

Revenue Recognition--

The Company is a multidisciplinary environmental services organization providing
a wide range of consulting,  engineering,  remediation, and analytical services.
These services are generally performed under time and material, fixed price, and
cost plus fixed fee contracts which vary in length from one month to ten years.

The Company 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.



                                       24

<PAGE>



Major Clients--

Various agencies of the federal government accounted for approximately 53%, 64%,
and 61% of the Company's net revenue for the years ended August 31, 1996,  1995,
and 1994, respectively. Additionally, various agencies of the federal government
accounted for approximately 48% and 65% of the Company's accounts receivable and
costs and estimated  earnings in excess of billings on uncompleted  contracts as
of August 31, 1996 and 1995, 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.

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.

Segment Information--

The Company  operates  within one  industry  segment,  providing a wide range of
consulting, engineering, remediation, and analytical services.

Reclassifications--

Certain prior year balances have been  reclassified to conform with 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  work-loads,  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.



                                       25

<PAGE>



Supplemental Disclosures of Cash Flow Information--

Cash paid during the years ended August 31, 1996,  1995,  and 1994 for interest,
was $474,200, $521,700, and $400,600, respectively.  Retirements of property and
equipment  for  the  same  periods  were  $2,602,400,   $46,300,  and  $148,600,
respectively.   The  noncash  tax  benefit   attributable  to  the  exercise  of
non-qualified  stock options was $24,600,  $650,900,  and $167,300 for the years
ended August 31, 1996, 1995, and 1994, respectively.

Accounting for Income Taxes--

The Company  implemented  the  provisions  of Statement of Financial  Accounting
Standards  No. 109  Accounting  for Income Taxes as of  September  1, 1993.  The
effect  of the  provisions  have  been  implemented  prospectively  and were not
material to the financial statements as of September 1, 1993 or to the operating
results for the year ended August 31, 1994.

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.

New Authoritative Standards Not Yet Implemented--

In March 1995,  the  Financial  Accounting  Standards  Board issued SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed  of." This  statement  requires that  long-lived  assets and certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  This statement is effective
for fiscal  years  beginning  after  Decem-ber  15,  1995.  The Company does not
anticipate  that the adoption of this statement  will have a material  impact on
its consolidated financial position or results of operations.

In October 1995, the Financial  Accounting  Standards  Board issued SFAS No. 123
"Accounting for Stock Based  Compensation."  This statement defines a fair value
based  method of  accounting  for an  employee  stock  option or similar  equity
instrument  and  encourages,  but does not  require,  all entities to adopt that
method  of  accounting  for all of  their  employee  stock  compensation  plans.
Entities  electing  not to make the change in  accounting  method  must make pro
forma  disclosures  of net  income and  earnings  per share as if the fair value
based method of  accounting  had been applied.  The  accounting  and  disclosure
requirements  of this  statement are effective for fiscal years that begin after
December 15,  1995.  The Company has not yet  determined  whether or not it will
adopt the fair value based method of accounting defined in this statement.





                                       26

<PAGE>



Note 2.  INCOME TAXES:

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

                                                   Year Ended August 31,
------------------------------------------------------------------------------
                                              1996         1995         1994
------------------------------------------------------------------------------
Current tax expense (benefit):
   Federal                                 $ (18,400)  $1,602,400   $  879,900
   State                                      (4,300)     300,900      165,200
------------------------------------------------------------------------------
                                             (22,700)   1,903,300    1,045,100
------------------------------------------------------------------------------
Deferred tax expense (benefit):
   Federal                                  (160,600)    (352,100)      92,300
   State                                     (37,700)     (66,100)      77,900
------------------------------------------------------------------------------
                                            (198,300)    (418,200)     170,200
------------------------------------------------------------------------------
Provision for (benefit from) income taxes  $(221,000)  $1,485,100   $1,215,300
==============================================================================


Total deferred tax assets and liabilities as of August 31, 1996 and 1995 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,
-----------------------------------------------------------------------
                                              1996              1995
-----------------------------------------------------------------------
Deferred tax assets:
    Property and equipment                 $  694,200        $  492,700
    Accrued expenses and reserves             962,800         1,028,800
    Miscellaneous                              46,700                --
-----------------------------------------------------------------------
                                           $1,703,700        $1,521,500
=======================================================================
Deferred tax liabilities:
    Prepaid expenses                       $  109,700        $   90,800
    Miscellaneous                                  --            35,000
-----------------------------------------------------------------------
                                           $  109,700        $  125,800
=======================================================================


The net deferred tax assets of $1,594,000  and  $1,395,700 as of August 31, 1996
and 1995 are included to the extent  appropriate  in Prepaid  expenses and other
and Other assets in the accompanying consolidated balance sheets.

                                       27

<PAGE>



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


                                                      Year Ended August 31,
------------------------------------------------------------------------------
                                                      1996    1995   1994
------------------------------------------------------------------------------
Statutory federal income tax (benefit) 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   (4.8)    --     --
Other                                                 (6.9)    0.7    0.7
------------------------------------------------------------------------------
Effective income tax rate                             27.6%   40.0%  40.0%
==============================================================================


Note 3.  ACCOUNTS RECEIVABLE:

Accounts receivable consist of the following:


                                                  Year Ended August 31,
--------------------------------------------------------------------------------
                                                    1996               1995
--------------------------------------------------------------------------------
Contract accounts receivable                    $12,931,600         $14,881,600
Retainage by clients                              1,373,300           1,362,200
--------------------------------------------------------------------------------
Total accounts receivable                        14,304,900          16,243,800
Less-Allowance for doubtful accounts             (1,612,200)         (1,385,700)
--------------------------------------------------------------------------------
Accounts receivable, net                        $12,692,700         $14,858,100
================================================================================


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


Note 4.  BANK FINANCING ARRANGEMENTS:

The Company  renegotiated its line of credit  arrangement with a commercial bank
during the fiscal year.  In  connection  with the  renegotiation,  the Company's
borrowing  facility was extended  through and a due date of January 31, 1998 was
established.  The facility  allows for borrowings up to $10 million,  a decrease
from $12.5 million.  Borrowings under the extended two-year facility are limited
to a percentage of certain accounts  receivable and costs and estimated earnings
in excess of billings on uncompleted  contracts.  The agreement became effective
June 1, 1996.  During fiscal years 1996,  1995, and 1994, the Company was either
in  compliance  or has  obtained  waivers  on all  covenants  related  to  these
arrangements.

                                       28

<PAGE>



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

<TABLE>
<CAPTION>

                                                              9 Months Ended
                                                                 May 31,                Year Ended August 31,
                                                          -----------------------------------------------------------
                                                                   1996                1995              1994
---------------------------------------------------------------------------------------------------------------------
<S><C>
Balance as of end of period                                   $       --           $       --            $       --

Maximum amount outstanding during the period                   5,490,900            3,711,300             3,889,000
Average outstanding month-end balance during
    the period                                                   598,800              293,600               273,200

Weighted average interest rate during the period                     8.4%                 8.6%                  6.4%
Interest rate at the end of the period                               8.3%                 8.8%                  7.3%
=====================================================================================================================
</TABLE>

The weighted  average  interest rate has been  calculated  based upon the actual
daily interest expense and the daily average balance outstanding.

Long-term debt consists of the following:

<TABLE>
<CAPTION>


                                                                                            August 31,
-------------------------------------------------------------------------------------------------------------------
                                                                                      1996              1995
-------------------------------------------------------------------------------------------------------------------
<S><C>
Revolving credit facility payable to commercial bank,  interest charged at LIBOR
   plus 150 or LIBOR plus 200, depending
   certain financial covenants, facility expires January 1998                         $2,276,400         $       --
Note payable to a commercial bank payable in monthly
   installments  of  interest  only;  interest  at prime or LIBOR plus 150 basis
   points through January 1997, repaid in connection with revolving credit facility
   refinancing                                                                                --          3,000,000
Notes payable to a commercial bank payable in equal
   monthly  installments  of $43,650,  plus  interest at 250 points  above LIBOR
   through  November  1998,  and $21,400 plus interest at 250 points above LIBOR
   thereafter until November 1999, secured by leasehold improvements and certain
   of EA's analytical laboratory equipment                                             1,032,700          1,435,700

Other                                                                                         --            362,500
-------------------------------------------------------------------------------------------------------------------
Total long-term debt                                                                   3,309,100          4,798,200
Less-current portion                                                                    (644,600)          (765,500)
-------------------------------------------------------------------------------------------------------------------
Long-term portion                                                                     $2,664,500         $4,032,700
===================================================================================================================
</TABLE>


                                       29

<PAGE>



Note 5.  LEASE COMMITMENTS:

The Company's  central office,  laboratory  facilities,  regional  offices,  and
certain  furniture and equipment are held under operating  leases.  These leases
expire at various dates through  fiscal 2004, and certain leases call for annual
proportionate  increases  due to  property  taxes and  certain  other  operating
expenses. Rent expense amounted to $8,912,300,  $8,469,300,  and $6,817,400, for
the years ended  August 31, 1996,  1995,  and 1994,  respectively.  Rent expense
included payments of approximately  $2,054,900,  $1,985,300,  and $1,886,100 for
years ended August 31,  1996,  1995,  and 1994,  respectively,  to  partnerships
consisting  of the  Chairman  of EA and  certain  members  of his family for its
central office and certain  regional  offices and laboratory  facilities.  These
payments include  reimbursement  for operating  expenses  incurred by the lessor
such as property taxes, maintenance,  and utility costs related to the operation
of the facilities.

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


Year Ending
 August 31,
-------------------------------------------------------------------------
1997......................................................    $ 5,481,900
1998......................................................      4,374,200
1999......................................................      3,137,600
2000......................................................      2,151,600
2001 .....................................................      1,508,500
2002 and thereafter.......................................      1,775,400
=========================================================================
Total minimum payments....................................    $18,429,200
=========================================================================


Note 6.  NET INCOME (LOSS) PER SHARE:

Net income (loss) per share is based on the weighted average number of shares of
common stock and common stock  equivalents  outstanding  during the period,  and
have been adjusted  retroactively to reflect two 3 for 2 stock splits,  effected
in the form of 50%  stock  dividends,  wherein 1  additional  share of stock was
issued on February 23, 1994 and July 5, 1994,  for each 2 shares  outstanding as
of the record dates of February 8, 1994 and June 28, 1994, respectively.  Common
stock   equivalents  are  calculated  using  the  treasury  stock  method.   All
disclosures  with  regard to the shares of common  stock have been  adjusted  to
reflect these stock splits.


Note 7.  PROFIT SHARING AND INCENTIVE PLANS:

EA maintains a defined contribution plan covering all employees who are at least
21 years of age and have completed one year of credited  service,  as defined by
the plan. 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, 1996, 1995, and 1994,  contributions to the plan,
including  matching  contributions made under

                                       30

<PAGE>



the 401(k) provisions of the plan, were  $729,200,  $710,400,  and  $519,300,
respectively.  Certain  officers and stockholders  of the Company  serve as
trustees to the plan, as appointed by the Board of Directors.

Note 8.  STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS:

The Company  maintains a 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 147,082  options are
issued and outstanding as of August 31, 1996 having an average exercise price of
$4.49. There are 425,530 options available for issuance as of August 31, 1996.

The  Company  maintains  an Employee  Stock  Purchase  Plan to provide  eligible
employees with the opportunity to purchase shares of the Company's  Common Stock
through voluntary payroll  deductions.  Under the Plan,  eligible  employees may
purchase  shares  through  monthly  payroll  deductions at 95% of current market
value at the time of  purchase.  The Company  pays all  administrative  expenses
related to employee  purchases.  A total of 210,125 shares remain authorized for
distribution under the Plan as of August 31, 1996.

The Company  maintains two  Non-Employee  Director  Stock Option Plans (1993 and
1995) which provide for the granting of nonqualified  stock options to its three
non-employee  directors.  The exercise price of the 30,000  options,  which were
outstanding as of August 31, 1996 ranged between $2.45 and $6.13,  which equaled
the fair market value at the dates of grant.  A total of 38,500  options  remain
reserved for the Director Stock Option Plans as of August 31, 1996.




                                       31

<PAGE>



ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

                     None.

                                       32

<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 1996 Annual Meeting of  Stockholders to be held on January 15,
1997, 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 1996  Annual  Meeting  of  Stockholders  to be held on
January 15, 1997, 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 15, 1997,
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  15,  1997,  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 15, 1997, and such information is incorporated herein by reference.


                                       33

<PAGE>



                                    PART IV

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

<TABLE>
<CAPTION>

A.  Financial Statements and Schedule II                                                                    Page
<S><C>
1. The following financial statements are included in Item 8 of Part II of this report:

      Report of Independent Public Accountants                                                                 18

      Consolidated Financial Statements:
         Consolidated Balance Sheets as of August 31, 1996 and 1995                                            19
         Consolidated Statements of Operations for the years ended
            August 31, 1996, 1995, and 1994                                                                    21
         Consolidated Statements of Changes in Stockholders' Equity for the years ended
            August 31, 1996, 1995, and 1994                                                                    22
         Consolidated Statements of Cash Flows for the years ended
            August 31, 1996, 1995, and 1994                                                                    23
         Notes to Consolidated Financial Statements for the years ended
            August 31, 1996, 1995, and 1994                                                                    24

2. The following  financial statement schedule for the years ended August 31,
   1996, 1995, and 1994 is submitted herewith:

         Report of Independent Public Accountants on Schedule                                                  36
         Schedule II - Valuation and Qualifying Accounts and Reserves                                          37
</TABLE>

   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       Lease:  dated March 1, 1990 between ARE Sparks Limited Partnership,
           as Landlord, and the Company as tenant.(3)

                                       34

<PAGE>



10.4       The Company's Employee Stock Purchase Plan.(4)

10.5       Lease, dated December 1, 1991, between Ecolair Limited Partnership,
           as landlord, and the Company, as tenant.(4)

10.6       Lease, dated January 1, 1992, between Merrymack Limited Partnership,
           as Landlord, and the Company, as Tenant.(5)

10.7       Loan Agreement, dated October 31, 1996, between the Company and
           Signet Bank/Maryland.(8)

10.8       1993 Non-Employee Director Stock Option Plan.(6)

10.9       The 1993 Stock Incentive Plan.(6)

10.10      The Amended and Restated Stock Option Plan.(7)

10.11      1995 Non-Employee Director Stock Option Plan.(7)

13         1996 Annual Report to Stockholders.

22         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 December 3, 1991.

(5)     Incorporated by reference to the  Registrant's  Annual Report on Form
        10-K, File Number 0-15587 filed on November 24, 1992.

(6)     Incorporated by reference to the  Registrant's  Annual Report on Form
        10-K, File Number 0-15587 filed on November 23, 1993.

(7)     Incorporated by reference to the  Registrant's  Annual Report on Form
        10-K, File Number 0-15587 filed on November 21, 1994.

(8)     Incorporated by reference to the  Registrant's  Annual Report on Form
        10-K, File Number 0-15587 filed on November 22, 1996.

b.  Reports on Form 8-K

    The Company filed no reports on Form 8-K during the fourth quarter of fiscal
year 1996.

                                       35

<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 2, 1996. 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.




                                                           ARTHUR ANDERSEN LLP

Baltimore, Maryland
October 2, 1996


                                       36

<PAGE>



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


          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                  Years Ended August 31, 1996, 1995, and 1994



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

  1996          $1,385,700       $328,000        $101,500       $1,612,200
  1995           1,394,900        272,600         281,800        1,385,700
  1994           1,508,000        108,000         221,100        1,394,900



                                       37

<PAGE>



SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company 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 22, 1996               By /s/ Loren D. Jensen
                                          Loren D. Jensen, Chairman,
                                          President, and Chief Executive Officer

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 Company and in
the capacities and on the dates indicated.


     Name                             Title                         Date

/s/ Loren D. Jensen         Chairman, President, and         November 22, 1996
Loren D. Jensen             Chief Executive Officer
                            (Principal Executive Officer)

/s/ Joseph A. Spadaro       Executive Vice President and     November 22, 1996
Joseph A. Spadaro           Treasurer (Principal Financial
                            and Accounting Officer)

/s/ Edmund J. Cashman, Jr.  Director                         November 22, 1996
Edmund J. Cashman, Jr.

/s/ Rudolph P. Lamone       Director                         November 22, 1996
Rudolph P. Lamone

/s/ George G. Radcliffe     Director                         November 22, 1996
George G. Radcliffe



                                       38

<PAGE>



                                 EXHIBIT INDEX


<TABLE>
<CAPTION>


Exhibit
 No.                        Description                                                        Page
<S><C>
  3.1   Certification of Incorporation of the Company.                                           34
  3.2   By-laws of the Company.                                                                  34
  4.1   Article SIXTH of the Company's Certificate of Incorporation.                             34
 10.1   The Company's Profit Sharing Plan.                                                       34
 10.2   The Company's Stock Option Plan.                                                         34
 10.3   Lease:  dated March 1, 1990 between ARE Sparks Limited Partnership, as                   34
        Landlord, and the Company as tenant.
 10.4   The Company's Employee Stock Purchase Plan.                                              35
 10.5   Lease, dated December 1, 1991, between Ecolair Limited Partnership, as landlord,         35
        and the Company, as tenant.
 10.6   Lease, dated January 1, 1992, between Merrymack Limited Partnership, as                  35
        landlord, and the Company, as tenant.
 10.7   Loan Agreement, dated October 31, 1996, between the Company and Signet                   35
        Bank/Maryland.
 10.8   1993 Non-Employee Director Stock Option Plan                                             35
 10.9   The 1993 Stock Incentive Plan.                                                           35
 10.10  The Amended and Restated Stock Option Plan.                                              35
 10.11  1995 Non-Employee Director Stock Option Plan.                                            35
 13     1996 Annual Report to Stockholders.                                                      35
 22     Subsidiaries of the Company.                                                             35
 27     Financial Data Schedule                                                                  35
</TABLE>


                                       39