As filed with the Securities and Exchange commission on May 26, 2000

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                     DynCorp
              (Exact name of registrant as specified in its charter)

       Delaware                                       36-2408747
(State or other jurisdiction of                  (I.R.S. Identification No.)
  incorporation or organization)

 11710 Plaza America Drive, Reston, Virginia                   20190
  (Address of Principal Executive Offices)                 (Zip Code)

                   DynCorp 1999 Long-Term Incentive Stock Plan
                            (Full title of the plan)

                              H. Montgomery Hougen
          Vice President & Corporate Secretary, Deputy General Counsel
                                     DynCorp
             11710 Plaza America Drive, Reston, Virginia 20190-6039
                     (Name and address of agent for service)

                                 (703) 261-5028
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                  Robert B. Ott
                                 Arnold & Porter
                            555 Twelfth Street, N.W.
                           Washington, D.C. 20004-1202
                                 (202) 942-5008

                         Calculation of Registration Fee

Title of                    Proposed maximum   Proposed maximum
securities to  Amount to     offering price    aggregate price    Amount of
be registered  be registered   per unit            (1)         registration fee

 Common stock    800,000        $24.50         $19,600,000       $5,174.40

(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act of 1933.



<PAGE>



                                     II - 7

          PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents filed by DynCorp  ("Registrant"  or "Company")
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (File No.
001-03879), are incorporated herein by reference and made a part hereof:

         (a)      The  Company's  Annual  Report on Form 10-K for the year ended
                  December  30,  1999,  filed with the  Commission  on March 29,
                  2000, and any Amendment to the Company's Annual Report on Form
                  10-K for the year ended  December  30,  1999 filed  subsequent
                  thereto;

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 30,  2000,  filed with the  Commission  on May 15,
                  2000, and any Amendment to the Company's  Quarterly  Report on
                  Form  10-Q  for  the  quarter   ended  March  30,  2000  filed
                  subsequent thereto;

         (c)      The description of the common stock of the Company,  par value
                  $0.10 per share ("Common Stock"),  contained in a Registration
                  Statement  on Form 8-A  filed  under the  Exchange  Act by the
                  Company  on May 1, 1998,  including  any  amendment  or report
                  filed for the purpose of updating such description.

         All  documents and reports  subsequently  filed by the Company with the
Commission after the date of this  Registration  Statement  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which  indicates that all Common Stock offered hereby
has been sold or which  deregisters  such Common  Stock then  remaining  unsold,
shall be deemed to be incorporated in this  Registration  Statement by reference
and  shall be a part  hereof  from the date of  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  in this  Registration  Statement  shall be deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is or is  deemed  to be  incorporated  by  reference  in this  Registration
Statement modifies or supersedes such statement.  Any such statement so modified
or superseded  shall not be deemed,  except as so modified or so superseded,  to
constitute a part of this Registration Statement.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         The  validity  of the  common  stock  registered  by this  Registration
Statement has been passed upon for the Registrant by H. Montgomery Hougen,  Vice
President  and  Secretary and Deputy  General  Counsel of DynCorp.  As of May 1,
2000, Mr. Hougen owned directly and indirectly 11,467 shares of common stock and
options to purchase  9,500 shares of common stock.  Mr. Hougen is the beneficial
owner of an additional 3,934 shares through our benefit plans.

Item 6.           Indemnification of Directors and Officers.

         Section  102 of the  General  Corporation  Law of the State of Delaware
("GCL") allows a corporation  to eliminate the personal  liability of a director
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except in cases where the director  breached his
duty of loyalty,  failed to act in good faith, engaged in intentional misconduct
or a knowing violation of law,  authorized the unlawful payment of a dividend or
approved an unlawful  stock  redemption  or  repurchase  or obtained an improper
personal  benefit.   The  registrant's   Amended  and  Restated  Certificate  of
Incorporation,  a copy of  which is filed  as an  exhibit  to this  Registration
Statement,  contains a provision which eliminates  directors' personal liability
as set forth above.

         The Amended and Restated Certificate of Incorporation of the registrant
and the By-Laws of the registrant  provide in effect that the  registrant  shall
indemnify  its  directors,  officers and  employees  to the extent  permitted by
Section  145 of  the  GCL.  Section  145 of the  GCL  provides  that a  Delaware
corporation  has the power to indemnify  its  officers and  directors in certain
circumstances.

         Subsection  (a) of Section  145 of the GCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal administrative or
investigative  (other  than an action  by or in the  right of the  corporation),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the  corporation,  and,  with  respect  to any  criminal  action or  proceeding,
provided  that such  director  or  officer  had no cause to  believe  his or her
conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
director or officer, or former director or officer,  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such  person  acted in any of the  capacities  set forth
above,  against expenses actually and reasonably incurred in connection with the
defense or  settlement  of such action or suit  provided  that such  director or
officer acted in good faith and in a manner reasonably  believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim,  issue or matter as to which such  director
or officer shall have been adjudged to be liable for negligence or misconduct in
the  performance  of his or her duty to the  corporation  unless and only to the
extent  that the Court of Chancery or the court in which such action was brought
shall  determine  that despite the  adjudication  of liability  such director or
officer is fairly and  reasonably  entitled to indemnity for such expenses which
the court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (a) and (b) or in the  defense  of any
claim, issue or matter therein,  he or she shall be indemnified against expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and empowers the  corporation  to purchase and maintain  insurance on
behalf of a  director  or  officer  of the  corporation  against  any  liability
asserted  against him or her or  incurred by him or her in any such  capacity or
arising out of his or her status as such  whether or not the  corporation  would
have the power to indemnify  him or her against such  liabilities  under Section
145.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits

         The  exhibits  listed  on the  Exhibit  Index  on  page  II-7  of  this
Registration  Statement  are  filed  herewith  or  are  incorporated  herein  by
reference to other filings.

Item 9.           Undertakings

         The Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
                   the Securities Act of 1933, as amended;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective Registration Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

                  provided,  however,  that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the  Commission  by the  Registrant
                  pursuant  to  Section 13 or  Section  15(d) of the  Securities
                  Exchange Act of 1934, as amended (the "Exchange Act") that are
                  incorporated by reference in the Registration Statement;

         2.  That,  for the  purpose  of  determining  any  liability  under the
         Securities Act, each such  post-effective  amendment shall be deemed to
         be a new  Registration  Statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof;

         3.  To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering;

         4. That, for purposes of determining any liability under the Securities
         Act,  each filing of the Company's  annual  report  pursuant to section
         13(a) or section 15(d) of the Exchange Act (and, where applicable, each
         filing of an employee  benefit plan's annual report pursuant to section
         15(d) of the  Exchange  Act) that is  incorporated  by reference in the
         Registration  Statement  shall  be  deemed  to  be a  new  Registration
         Statement relating to the securities offered therein,  and the offering
         of such new  securities  at that time shall be deemed to be the initial
         bona fide offering thereof.

         5.  Insofar  as  indemnification  for  liabilities  arising  under  the
         Securities Act may be permitted to directors,  officers and controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public  policy as expressed in the  Securities  Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liabilities  (other than the payment by the Registrant of expenses
         incurred or paid by a director,  officer or  controlling  person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is  asserted  by  such  director,  officer  or  controlling  person  in
         connection with the securities being  registered,  the Registrant will,
         unless in the  opinion of its  counsel  the matter has been  settled by
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy as expressed in the  Securities  Act and will be governed by the
         final adjudication of such issue.


<PAGE>



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, as amended,  the registrant  certifies  that it has reasonable  grounds to
believe that it meets all the  requirements  for filing on Form S-8 and has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Commonwealth of Virginia, County
of Fairfax, on May 23, 2000.

                               DynCorp

                                /s/ Paul V. Lombardi

                               By: Paul V. Lombardi
                                   President & Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below TO THIS  Registration  Statement hereby appoints Paul V. Lombardi,
David L. Reichardt,  and H. Montgomery Hougen, and each of them, any one of whom
may act without the joiner of others, as his  attorney-in-fact  and agents, with
full  power  of  substitution  and  resubstitution,  to sign and file any or all
amendments and post-effective  amendments to this Registration Statement and any
and all other  documents  that may be required in connection  with the filing of
this  Registration  Statement,  which  amendments  may  make  such  changes  and
additions  to this  Registration  Statement  as such  attorney-in-fact  may deem
necessary.

    Signature                     Title                                Date

   /s/ P. V. Lombardi         President & Chief Executive Officer   May 23, 2000
 P. V. Lombardi               and Director (Principal Executive
                              Officer)

  /s/ P. C. FitzPatrick
 P. C. FitzPatrick            Senior Vice President and Chief       May 23, 2000
                              Financial Officer (Principal
                              Financial Officer)

 /s/ D. L. Reichardt          Senior Vice President & General       May 23, 2000
D. L. Reichardt               Counsel and Director

 /s/ J. J. Fitzgerald         Vice President and Controller         May 23, 2000
J. J. Fitzgerald              (Principal Accounting Officer)

 /s/ D. R. Bannister          Director                              May 23, 2000
D. R. Bannister

 /s/ T. E. Blanchard          Director                              May 23, 2000
T. E. Blanchard

 /s/ Russell E. Dougherty     Director                              May 23, 2000
R. E. Dougherty

 /s/ Paul G. Kaminski         Director                              May 23, 2000
P. G. Kaminski

 /s/ D. C. Mecum              Director                              May 23, 2000
D. C. Mecum

 /s/ H. B. Thompson           Director                              May 23, 2000
H. B. Thompson

 /s/ H. S. Winokur            Director                              May 23, 2000
H. S. Winokur



<PAGE>

                                INDEX TO EXHIBITS

Exhibit 4.1     1999 Long-Term Incentive Stock Plan (incorporated by reference
                  to Registrant's Form 10-K for 1999, File No. 1-03879)

Exhibit 5       Opinion of H. Montgomery Hougen, Deputy General Counsel,  filed
                  herewith.

Exhibit 23.1    Consent of H. Montgomery Hougen, Deputy General Counsel,
                  included in the opinion filed as Exhibit 5 hereto.

Exhibit 23.2    Consent of Independent Public Accountants, filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 18794}]
{"company-data": {"conformed-name": "DYNCORP", "cik": "0000030770", "assigned-sic": "8744", "irs-number": "362408747", "state-of-incorporation": "DE", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38034", "film-number": "645859"}, "business-address": {"street1": "11710 PLAZA AMERICA DRIVE", "city": "RESTON", "state": "VA", "zip": "20190", "phone": "7032640330"}, "mail-address": {"street1": "2000 EDMUND HALLEY DRIVE", "city": "RESTON", "state": "VA", "zip": "22091-3436"}, "former-company": [{"former-conformed-name": "DYNALECTRON CORP", "date-changed": "19870722"}, {"former-conformed-name": "CALIFORNIA EASTERN AVIATION INC", "date-changed": "19710923"}]}
As filed with the Securities and Exchange commission on May 26, 2000

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                     DynCorp
              (Exact name of registrant as specified in its charter)

       Delaware                                       36-2408747
(State or other jurisdiction of                  (I.R.S. Identification No.)
  incorporation or organization)

 11710 Plaza America Drive, Reston, Virginia                   20190
  (Address of Principal Executive Offices)                 (Zip Code)

                   DynCorp 1999 Long-Term Incentive Stock Plan
                            (Full title of the plan)

                              H. Montgomery Hougen
          Vice President & Corporate Secretary, Deputy General Counsel
                                     DynCorp
             11710 Plaza America Drive, Reston, Virginia 20190-6039
                     (Name and address of agent for service)

                                 (703) 261-5028
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                  Robert B. Ott
                                 Arnold & Porter
                            555 Twelfth Street, N.W.
                           Washington, D.C. 20004-1202
                                 (202) 942-5008

                         Calculation of Registration Fee

Title of                    Proposed maximum   Proposed maximum
securities to  Amount to     offering price    aggregate price    Amount of
be registered  be registered   per unit            (1)         registration fee

 Common stock    800,000        $24.50         $19,600,000       $5,174.40

(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
II - 7

          PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents filed by DynCorp  ("Registrant"  or "Company")
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (File No.
001-03879), are incorporated herein by reference and made a part hereof:

         (a)      The  Company's  Annual  Report on Form 10-K for the year ended
                  December  30,  1999,  filed with the  Commission  on March 29,
                  2000, and any Amendment to the Company's Annual Report on Form
                  10-K for the year ended  December  30,  1999 filed  subsequent
                  thereto;

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 30,  2000,  filed with the  Commission  on May 15,
                  2000, and any Amendment to the Company's  Quarterly  Report on
                  Form  10-Q  for  the  quarter   ended  March  30,  2000  filed
                  subsequent thereto;

         (c)      The description of the common stock of the Company,  par value
                  $0.10 per share ("Common Stock"),  contained in a Registration
                  Statement  on Form 8-A  filed  under the  Exchange  Act by the
                  Company  on May 1, 1998,  including  any  amendment  or report
                  filed for the purpose of updating such description.

         All  documents and reports  subsequently  filed by the Company with the
Commission after the date of this  Registration  Statement  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which  indicates that all Common Stock offered hereby
has been sold or which  deregisters  such Common  Stock then  remaining  unsold,
shall be deemed to be incorporated in this  Registration  Statement by reference
and  shall be a part  hereof  from the date of  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  in this  Registration  Statement  shall be deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is or is  deemed  to be  incorporated  by  reference  in this  Registration
Statement modifies or supersedes such statement.  Any such statement so modified
or superseded  shall not be deemed,  except as so modified or so superseded,  to
constitute a part of this Registration Statement.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         The  validity  of the  common  stock  registered  by this  Registration
Statement has been passed upon for the Registrant by H. Montgomery Hougen,  Vice
President  and  Secretary and Deputy  General  Counsel of DynCorp.  As of May 1,
2000, Mr. Hougen owned directly and indirectly 11,467 shares of common stock and
options to purchase  9,500 shares of common stock.  Mr. Hougen is the beneficial
owner of an additional 3,934 shares through our benefit plans.

Item 6.           Indemnification of Directors and Officers.

         Section  102 of the  General  Corporation  Law of the State of Delaware
("GCL") allows a corporation  to eliminate the personal  liability of a director
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except in cases where the director  breached his
duty of loyalty,  failed to act in good faith, engaged in intentional misconduct
or a knowing violation of law,  authorized the unlawful payment of a dividend or
approved an unlawful  stock  redemption  or  repurchase  or obtained an improper
personal  benefit.   The  registrant's   Amended  and  Restated  Certificate  of
Incorporation,  a copy of  which is filed  as an  exhibit  to this  Registration
Statement,  contains a provision which eliminates  directors' personal liability
as set forth above.

         The Amended and Restated Certificate of Incorporation of the registrant
and the By-Laws of the registrant  provide in effect that the  registrant  shall
indemnify  its  directors,  officers and  employees  to the extent  permitted by
Section  145 of  the  GCL.  Section  145 of the  GCL  provides  that a  Delaware
corporation  has the power to indemnify  its  officers and  directors in certain
circumstances.

         Subsection  (a) of Section  145 of the GCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal administrative or
investigative  (other  than an action  by or in the  right of the  corporation),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the  corporation,  and,  with  respect  to any  criminal  action or  proceeding,
provided  that such  director  or  officer  had no cause to  believe  his or her
conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
director or officer, or former director or officer,  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such  person  acted in any of the  capacities  set forth
above,  against expenses actually and reasonably incurred in connection with the
defense or  settlement  of such action or suit  provided  that such  director or
officer acted in good faith and in a manner reasonably  believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim,  issue or matter as to which such  director
or officer shall have been adjudged to be liable for negligence or misconduct in
the  performance  of his or her duty to the  corporation  unless and only to the
extent  that the Court of Chancery or the court in which such action was brought
shall  determine  that despite the  adjudication  of liability  such director or
officer is fairly and  reasonably  entitled to indemnity for such expenses which
the court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (a) and (b) or in the  defense  of any
claim, issue or matter therein,  he or she shall be indemnified against expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and empowers the  corporation  to purchase and maintain  insurance on
behalf of a  director  or  officer  of the  corporation  against  any  liability
asserted  against him or her or  incurred by him or her in any such  capacity or
arising out of his or her status as such  whether or not the  corporation  would
have the power to indemnify  him or her against such  liabilities  under Section
145.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits

         The  exhibits  listed  on the  Exhibit  Index  on  page  II-7  of  this
Registration  Statement  are  filed  herewith  or  are  incorporated  herein  by
reference to other filings.

Item 9.           Undertakings

         The Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
                   the Securities Act of 1933, as amended;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective Registration Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

                  provided,  however,  that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the  Commission  by the  Registrant
                  pursuant  to  Section 13 or  Section  15(d) of the  Securities
                  Exchange Act of 1934, as amended (the "Exchange Act") that are
                  incorporated by reference in the Registration Statement;

         2.  That,  for the  purpose  of  determining  any  liability  under the
         Securities Act, each such  post-effective  amendment shall be deemed to
         be a new  Registration  Statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof;

         3.  To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering;

         4. That, for purposes of determining any liability under the Securities
         Act,  each filing of the Company's  annual  report  pursuant to section
         13(a) or section 15(d) of the Exchange Act (and, where applicable, each
         filing of an employee  benefit plan's annual report pursuant to section
         15(d) of the  Exchange  Act) that is  incorporated  by reference in the
         Registration  Statement  shall  be  deemed  to  be a  new  Registration
         Statement relating to the securities offered therein,  and the offering
         of such new  securities  at that time shall be deemed to be the initial
         bona fide offering thereof.

         5.  Insofar  as  indemnification  for  liabilities  arising  under  the
         Securities Act may be permitted to directors,  officers and controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public  policy as expressed in the  Securities  Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liabilities  (other than the payment by the Registrant of expenses
         incurred or paid by a director,  officer or  controlling  person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is  asserted  by  such  director,  officer  or  controlling  person  in
         connection with the securities being  registered,  the Registrant will,
         unless in the  opinion of its  counsel  the matter has been  settled by
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy as expressed in the  Securities  Act and will be governed by the
         final adjudication of such issue.
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, as amended,  the registrant  certifies  that it has reasonable  grounds to
believe that it meets all the  requirements  for filing on Form S-8 and has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Commonwealth of Virginia, County
of Fairfax, on May 23, 2000.

                               DynCorp

                                /s/ Paul V. Lombardi

                               By: Paul V. Lombardi
                                   President & Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below TO THIS  Registration  Statement hereby appoints Paul V. Lombardi,
David L. Reichardt,  and H. Montgomery Hougen, and each of them, any one of whom
may act without the joiner of others, as his  attorney-in-fact  and agents, with
full  power  of  substitution  and  resubstitution,  to sign and file any or all
amendments and post-effective  amendments to this Registration Statement and any
and all other  documents  that may be required in connection  with the filing of
this  Registration  Statement,  which  amendments  may  make  such  changes  and
additions  to this  Registration  Statement  as such  attorney-in-fact  may deem
necessary.

    Signature                     Title                                Date

   /s/ P. V. Lombardi         President & Chief Executive Officer   May 23, 2000
 P. V. Lombardi               and Director (Principal Executive
                              Officer)

  /s/ P. C. FitzPatrick
 P. C. FitzPatrick            Senior Vice President and Chief       May 23, 2000
                              Financial Officer (Principal
                              Financial Officer)

 /s/ D. L. Reichardt          Senior Vice President & General       May 23, 2000
D. L. Reichardt               Counsel and Director

 /s/ J. J. Fitzgerald         Vice President and Controller         May 23, 2000
J. J. Fitzgerald              (Principal Accounting Officer)

 /s/ D. R. Bannister          Director                              May 23, 2000
D. R. Bannister

 /s/ T. E. Blanchard          Director                              May 23, 2000
T. E. Blanchard

 /s/ Russell E. Dougherty     Director                              May 23, 2000
R. E. Dougherty

 /s/ Paul G. Kaminski         Director                              May 23, 2000
P. G. Kaminski

 /s/ D. C. Mecum              Director                              May 23, 2000
D. C. Mecum

 /s/ H. B. Thompson           Director                              May 23, 2000
H. B. Thompson

 /s/ H. S. Winokur            Director                              May 23, 2000
H. S. Winokur
INDEX TO EXHIBITS

Exhibit 4.1     1999 Long-Term Incentive Stock Plan (incorporated by reference
                  to Registrant's Form 10-K for 1999, File No. 1-03879)

Exhibit 5       Opinion of H. Montgomery Hougen, Deputy General Counsel,  filed
                  herewith.

Exhibit 23.1    Consent of H. Montgomery Hougen, Deputy General Counsel,
                  included in the opinion filed as Exhibit 5 hereto.

Exhibit 23.2    Consent of Independent Public Accountants, filed herewith.