SECURITIES AND EXCHANGE COMMISSION

                             Washington. D.C. 20549

                                    FORM 11-K


(Mark one)
|X|      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended December 31, 2001

                                                                  OR

|_|      TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _______________________ to ____________________

Commission file number 1-3879



                DYNCORP CAPITAL ACCUMULATION AND RETIREMENT PLAN
                ------------------------------------------------
                            (Full title of the plan)

                                     DynCorp
                            11710 Plaza America Drive
                             Reston, Virginia 20190
         (Name of issuer of the securities held pursuant to the plan and
                 the address of its principal executive offices)

                                 (703) 261-5000)
                                 ---------------
                         (Registrant's telephone number)

Notices and communications from the Securities and Exchange Commission relative
to this report should be sent to:

                               John J. Fitzgerald
                           Vice President & Controller
                                     DynCorp
                            11710 Plaza America Drive
                             Reston, Virginia 20190








                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee of the DynCorp Capital Accumulation and Retirement
Plan has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:    July 15, 2002         DYNCORP CAPITAL ACCUMULATION AND RETIREMENT PLAN


                               By:      /S/ H. Montgomery Hougen
                                        ------------------------
                                        H. Montgomery Hougen
                                        Member, Administrative Committee





                  DynCorp Capital Accumulation Retirement Plan

                        Audited Financial Statements and
                             Supplemental Schedules

                          Year ended December 31, 2001




                                    Contents

Report of Independent Auditors...............................................1

Audited Financial Statements

Statement of Net Assets Available for Benefits...............................2
Statement of Changes in Net Assets Available for Benefits....................3
Notes to Financial Statements................................................4


Supplemental Schedules

Schedule H, Line 4i--Schedule of Assets (Held At End of Year)................16
Schedule H, Line 4j--Schedule of Reportable Transactions.....................17









                         Report of Independent Auditors

Administrative Committee
DynCorp Capital Accumulation Retirement Plan

We have audited the accompanying  statement of net assets available for benefits
of DynCorp Capital Accumulation Retirement Plan as of December 31, 2001, and the
related  statement of changes in net assets  available for benefits for the year
then ended.  These  financial  statements are the  responsibility  of the Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets  available  for benefits of the Plan at
December 31, 2001, and the changes in its net assets  available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.

Our audit was  performed  for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying  supplemental  schedules of assets
(held at end of year) as of December 31, 2001, and reportable  transactions  for
the year then ended,  are presented for purposes of additional  analysis and are
not  a  required  part  of  the  financial   statements  but  are  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974.  These  supplemental  schedules  are  the  responsibility  of  the  Plan's
management.  The  supplemental  schedules  have been  subjected  to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
are  fairly  stated  in all  material  respects  in  relation  to the  financial
statements taken as a whole.

                                                           /S/ Ernst & Young LLP

McLean, Virginia
June 25, 2002






                  DynCorp Capital Accumulation Retirement Plan

                 Statement of Net Assets Available for Benefits




                                                         December 31,
                                                            2001
                                                    ----------------------

                                                 
Assets
Investments, at fair value                              $204,645,610
Receivables:
   Employee contributions receivable                         400,612
   Employer contributions receivable                          48,243
   Due from broker                                             7,604
                                                    ----------------------
Total assets                                             205,102,069

Liabilities
Payable to DynCorp Savings and Retirement Plan                27,907
                                                    ----------------------

Net assets available for benefits                       $205,074,162
                                                    ======================

See accompanying notes.




                  DynCorp Capital Accumulation Retirement Plan

            Statement of Changes in Net Assets Available for Benefits

                          Year ended December 31, 2001


                                                     
Additions
Contributions:
   Employee contributions                                $     10,469,605
   Employee rollovers                                             678,896
   Employer contributions                                       7,131,624
                                                         ----------------
Total contributions                                            18,280,125
                                                         ----------------

Investment income:
   Dividends and interest                                       1,479,451
   Net realized and unrealized appreciation in fair
     value of investments                                      43,964,019
                                                         ----------------
Total investment income                                        45,443,470
                                                         ----------------


Total additions                                                63,723,595

Deductions
Distributions to participants                                   9,359,126
Administrative expenses                                            53,248
                                                         ----------------
Total deductions                                                9,412,374
                                                         ----------------

Transfer from other plans                                     150,762,941

Net increase                                                  205,074,162
Net assets available for benefits:
   Beginning of year                                                    -
                                                         ----------------
   End of year                                           $    205,074,162
                                                         ================

See accompanying notes.





                  DynCorp Capital Accumulation Retirement Plan

                          Notes to Financial Statements

                                December 31, 2001


1. Description of the Plan

Effective  January 1, 2001, the DynCorp Savings and Retirement Plan,  adopted as
of April 1, 1983 (the Plan),  was  bifurcated  into the  following two identical
savings and  retirement  plans under  section 401K of the Internal  Revenue Code
(IRC): 1) the DynCorp Capital Accumulation and Retirement Plan (CAP or the Plan)
and 2) the DynCorp  Savings and  Retirement  Plan  (SARP).  As a result,  assets
totaling  $52,873,307 were  transferred  from the SARP to the CAP.  Concurrently
with the bifurcation of the DynCorp Savings and Retirement Plan into the CAP and
the SARP, the DynCorp  Employee Stock  Ownership Plan (ESOP) was bifurcated into
two  identical  qualified  plans,  one of which,  ESOP "A",  was  applicable  to
participants under the SARP, and the other of which, ESOP "B", was applicable to
participants  under the CAP. Effective January 1, 2001, ESOP "A" merged into the
SARP and ESOP "B" merged  into the CAP.  Thus,  on  January  1, 2001,  assets of
$97,889,634  transferred from the ESOP to the CAP, which was comprised primarily
of 3,044,149 ESOP shares as well as a portion of the cash balance outstanding as
of December  31,  2000.  Therefore,  each  eligible  participant  of the Plan on
January 1, 2001 now has a 401K account (401K  Account) and an ESOP account (ESOP
Account) under the Plan.

The CAP is a multiple  employer  defined  contribution  plan  under IRC  section
413(c).  Employers  participating  in the Plan  include  DynCorp  and DynPar LLC
(collectively,  DynCorp  or the  Company).  The  CAP  provides  for  retirement,
disability,  and death benefits and is subject to the provisions of the Employee
Retirement  Income  Security  Act of  1974,  as  amended  (ERISA).  There  is an
Administrative Committee for the Plan, which is composed of members appointed by
the Board of Directors of DynCorp.

The Plan's ESOP Accounts as well as DynCorp common stock held in the Plan's 401K
Accounts are held in trust under an agreement  between the Company and HSBC Bank
USA.  The  Company  serves  as the  record-keeper  for the  ESOP  Accounts.  All
remaining  assets  of the  Plan's  401K  Accounts  are  held in  trust  under an
agreement between the Company and T. Rowe Price Trust Company (T. Rowe). T. Rowe
is also the record-keeper for these assets.

The  following  description  of the  Plan  provides  only  general  information.
Participants  should refer to the Summary Plan  Description  for a more complete
description of the Plan's provisions.




                  DynCorp Capital Accumulation Retirement Plan

                    Notes to Financial Statements (continued)



1. Description of the Plan (continued)

Eligibility

The Plan is generally available to employees who are subject to Service Contract
Act Area Wage  Determinations.  Employees  become eligible to participate in the
Plan on the first day of their  first  payroll  period  following  their date of
hire.

Contributions

The  Plan  is a  contributory  plan  under  which  participating  employees  may
contribute up to 18% of their pre-tax  compensation,  as defined by the Plan, or
$10,500 for the year ended  December 31, 2001  (subject to annual  change by the
IRC).  Certain  employees may also make after-tax  contributions of 1% to 10% of
their  compensation,  as defined by the Plan.  Participants  may also contribute
amounts representing distributions from other qualified plans.

The Company makes a matching employer  contribution and a supplemental  matching
employer  contribution  and  may  make  discretionary   employer   contributions
(collectively the Employer Contributions). The matching employer contribution is
equal to 25% of the first 8% of the participant's salary deferral contributions.
The supplemental matching employer contribution relates to those salary deferral
contributions  made by a participant to DynCorp common stock (DynCorp Stock) and
is  equal  to  50%  of  the  first  3%  of  the  participant's  salary  deferral
contributions  to that fund. The  discretionary  employer  contribution is to be
allocated to each eligible  participant's account in an amount equal to at least
2% of  the  participant's  compensation.  The  Company  may  make  the  Employer
Contributions in cash, DynCorp Stock, or a combination thereof.  During the year
ended December 31, 2001, of the total employer  contributions  made to the Plan,
$5,515,682  was  made  in  DynCorp  Stock.  During  2001,  the  Company  made  a
discretionary   contribution   equal  to  2%  of  each  eligible   participant's
compensation.

A participant who is covered by a collective  bargaining  agreement  between the
Company and a union may only make or receive such salary deferral  contributions
and any employer  contributions  as provided for in such  collective  bargaining
agreement. Employer contributions are generally made in cash.

There were no  contributions  to any  participant's  ESOP  Account  in 2001.  In
addition, it is not expected that new participants will receive an ESOP Account.


                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)



1. Description of the Plan (continued)

Investment Options

Except  for  contributions  to  DynCorp  Stock,   participants  may  direct  the
investment of all employee and employer  contributions in their 401K Accounts in
any of thirteen  available  investment  options,  which currently include mutual
funds and common/collective  trusts.  Participants may also elect to invest in a
variety of other  mutual funds and publicly  traded  stocks and bonds  through a
self-directed brokerage account option, Tradelink+.

All salary  deferral  contributions  which the  participant  elects to initially
invest in DynCorp Stock and all Employer  Contributions made on or after January
1, 2001 which the Company  elects to make in DynCorp  Stock are  invested in the
Restricted  DynCorp  Stock Fund and may not be  reinvested  in other  investment
funds until the expiration of eight full calendar quarters  following the end of
the payroll period to which such contributions relate. At the expiration of this
waiting  period,   the  stock  and  related  earnings  are  transferred  to  the
Unrestricted  DynCorp  Stock  Fund at which time a participant may re-direct the
investment of these monies.  Employer Contributions and related earnings made in
DynCorp  Stock  prior to January 1, 2001 must stay  invested  in the  Restricted
DynCorp  Stock  Fund and are  never  eligible  for  transfer  to  another  fund.
Contributions to the Restricted  DynCorp Stock Fund are initially  invested in a
short-term  interest  bearing  fund (T.  Rowe Price  Prime  Reserve  Fund) until
DynCorp  stock can be purchased on a future trade date (see The Internal  Market
below).

The Internal Market

On May 10, 1996, the Company's Form S-1 filing for the registration of shares of
common  stock became  effective,  resulting  in the  establishment  of a limited
trading market (the Internal  Market)  established by the Company's wholly owned
subsidiary,  Dyn Ex, Inc.  The Internal  Market is managed by Dyn Ex,  Inc.,  to
provide  employees,   directors,  and  stockholders  of  the  Company  with  the
opportunity  to buy and  sell  shares  of  common  stock.  The  Internal  Market
generally  permits eligible  stockholders to buy and sell shares of common stock
on four  predetermined  days each year (each a Trade Date) at a price determined
by the DynCorp Board of Directors.



                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)



1. Description of the Plan (continued)

The Internal Market (continued)

The Company may also sell (through one or more of its employee benefit plans) or
buy shares of common stock on the Internal Market for its own account,  but will
do so only to address  imbalances  between the number of shares offered for sale
and bid for purchase by shareholders  on any particular  Trade Date. The Company
will not be both a buyer and a seller on the  Internal  Market on the same Trade
Date. The purchase and sale of shares on the Internal  Market are carried out by
Buck Investment Services,  Inc., a registered  broker-dealer,  upon instructions
from the respective buyers and sellers. There is no public market for the common
stock, and it is not currently anticipated that such a market will develop.

Vesting

Participants  are at all times 100% vested in their 401K Account elective salary
deferrals, voluntary after-tax contributions, and rollover contributions.

Participants are fully vested in their 401K Account Employer  Contributions upon
completion of one year of service.

Participants  are fully  vested in their ESOP  Accounts in  accordance  with the
following  vesting schedule based on credited years of service as defined in the
Plan:




                      Years of                                Vesting
                       Service                               Percentage
- ----------------------------------------------------------------------------
                                                     
Less than two years                                              0%
Two years but less than three years                             50%
Three years but less than four years                            75%
Four years or more                                             100%


Participant Accounts

Each participant's 401K Account is credited with the participant's contribution,
any  Employer  Contributions,  and an  allocation  of  Plan  earnings  less  any
administrative expenses. Allocations of earnings and administrative expenses are
based on account balances.




                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)



1. Description of the Plan (continued)

Participant Loans

Participants  may  borrow  from their 401K  Accounts  up to 50% of their  vested
account  balance  subject  to a minimum of $1,000 and a maximum of the lesser of
(a) $50,000 less the highest  outstanding loan balance in the preceding 12-month
period  over the  outstanding  loan  balance  on the day  immediately  preceding
issuance of the loan or (b) the amount of the participant's  account invested in
non-Company  stock  investment  funds,  the  terms of which  permit  withdrawals
without  penalty.  No more than one plan loan for the  purpose of  purchasing  a
primary residence and one plan loan for other purposes may be outstanding at any
one time.  Loan terms range from one to five years,  but may extend  beyond five
years for the  purchase  of a primary  residence.  The loans are  secured by the
balance in the  participant's  account and bear interest at a rate  commensurate
with local prevailing rates as determined by the Plan  administrator.  Principal
and interest are paid through payroll deductions.

Forfeitures

Forfeited  balances of terminated  participants'  nonvested accounts are used to
reduce future Employer Contributions.

Plan Expenses

Loan fees and  brokerage  fees related to  TradeLink+  transactions  are paid by
participants. All other administrative expenses of the Plan are paid by the Plan
and allocated to  participant  accounts or, at the election of the Company,  are
paid by the Company.  For the year ended  December  31,  2001,  the Company paid
approximately $92,000 of the Plan's expenses.

Payment of Benefits

Benefits  provided by the Plan are paid from net assets  available for benefits.
The benefit to which a Plan  participant  is entitled is the benefit that can be
provided from the participant's vested account.


                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)



1. Description of the Plan (continued)

Payment of Benefits (continued)

401K Accounts
- -------------
In-service  withdrawals and hardship  distributions  are permitted as defined in
the Plan.  Participants  may elect one of several  types of annuities or receive
payment  in one lump sum,  subject  to  certain  Plan  restrictions  related  to
investments in DynCorp Stock.

ESOP Accounts
- -------------
Upon retirement,  death or disability, a participant's vested account balance in
his or her ESOP Account,  consisting of DynCorp  Stock,  becomes  payable in 20%
installments distributed within 60 days after the end of the Plan year. Balances
less than $5,000 or fewer than 100 shares are  payable in a single  distribution
to be  distributed  within 60 days after the end of the Plan year. For all other
terminations  of  employment,  participants  may request  distribution  of their
vested  shares in 20%  installment  to begin five years  after the Plan year the
participant terminates  employment.  Balances less than $5,000 or fewer than 100
shares are paid out as soon as administratively practical after the close of the
Plan year,  following  a one Plan year break in  service.  Upon a  participant's
timely request to sell distributed shares, either during the first 60 days after
receiving an initial  distribution letter or at a specified time within the next
year,  the Company is obligated to purchase the shares from the  participant  at
the fair market value as long as the Company's stock is not publicly traded (see
The Internal Market above). Under the Subscription Agreement with the Plan dated
September  9, 1998,  the Company is  permitted  to defer put  options if,  under
Delaware law, the capital of the Company would be impaired as a result of such a
repurchase.  After ten years of  participating in the Plan and upon reaching age
55,  participants may commence to diversify in other investments.  The effect of
this Plan  provision  is to allow  participants  nearing  retirement  age to put
shares back to the Company prior to termination.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial  statements have been prepared on the accrual basis of accounting.
Benefits are recorded when paid.


                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)



2. Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
that affect the amounts  reported in the financial  statements and  accompanying
notes. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

The Plan's  investments  are stated at fair  value.  Shares of mutual  funds and
common/collective  trusts  are valued at quoted  market  prices at the net asset
value of shares held by the Plan at year-end.  With respect to investments  held
in TradeLink+ accounts,  securities traded on a national securities exchange are
valued at the last  reported  sales price on the last  business  day of the plan
year;  investments traded in the  over-the-counter  market and listed securities
for which no sale was  reported  on that date are  valued at the  average of the
last reported bid and ask prices.  Participant  loans are valued at their unpaid
balances, which approximate fair value.

At December  31, 2001,  the fair value of the DynCorp  Stock and the ESOP shares
were determined  based on an annual  independent  appraisal.  The estimated fair
value was determined to be $47.00 for enterprise  shares and $44.75 for minority
shares as of December  31, 2001.  Enterprise  shares  (certain  ESOP shares) are
shares bought at a "control  premium,"  reflecting  the higher price that buyers
typically pay when they buy an entire  company (as the ESOP and other  investors
did in 1988).  Minority  shares  (certain ESOP shares and the DynCorp Stock) are
shares bought at a "minority  interest  price,"  reflecting the lower price that
buyers  typically  pay when they are  buying a minority  position  in a company.
During  each year,  quarterly  independent  appraisals  were also  performed  to
determine  the fair  value of the  DynCorp  Stock and ESOP  shares on each Trade
Date.

As discussed  in Note 1, the transfer  from SARP and the merger of ESOP "B" into
the plan occurred  effective  January 1, 2001. At December 31, 2000, the DynCorp
Stock was recorded at fair value based on the share price for the December  2000
Trade date which was  determined  based on an  independent  appraisal.  The fair
value of the ESOP  enterprise  and minority  shares was  determined  based on an
annual independent appraisal.

Because of the inherent  uncertainty of the valuation,  the estimated  value may
differ significantly from the value that would have been used had a ready market
for the securities existed, and the differences could be material.

Purchases and sales of securities are recorded on a trade-date basis.  Dividends
are recorded on the ex-dividend date.


                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)



3. Investments

The following  presents  investments that represent 5% or more of the Plan's net
assets as of December 31, 2001:




                                                       December 31
                                                          2001
                                                   -------------------
                                                 

401K Accounts
   T. Rowe Price Growth Stock Fund                  $    13,321,548
   Restricted DynCorp Stock Fund*                        15,147,489
ESOP Accounts
   DynCorp Stock*                                       131,586,616


*Nonparticipant directed

During 2001, the Plan's  investments  (including gains and losses on investments
bought and sold, as well as held during the year)  appreciated  (depreciated) in
fair value as follows:



                                                             
Investments at quoted fair value:
   Mutual funds                                                 $      (2,812,141)
   Common/collective trusts                                              (409,695)
   Tradelink+ (primarily common stock and mutual funds)                  (178,510)
Investments at estimated fair value:
   DynCorp Stock - 401K Accounts                                        7,879,332
   DynCorp Stock - ESOP Accounts                                       39,485,033
                                                                ------------------
Total                                                           $      43,964,019
                                                                ==================



                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)



4. Nonparticipant Directed Investments

Information  about the net assets and the significant  components of the changes
in net assets relating to the Plan's nonparticipant-directed  investments are as
follows:



Restricted DynCorp Stock Fund
                                                               December 31
                                                                  2001
                                                          ---------------------
                                                       
Net assets:
   Investments at estimated fair value:
   Interest-bearing cash                                   $        80,618
     DynCorp Stock                                              15,066,871
                                                          ---------------------
                                                                15,147,489
   Employee contribution receivable                                 79,729
                                                          ---------------------
                                                           $    15,227,218
                                                          =====================


                                                                Year ended
                                                                December 31
                                                                   2001
                                                          ---------------------
Changes in net assets:
   Employee contributions                                  $     1,940,335
   Employer contributions                                        5,515,682
   Dividends and interest                                            9,328
   Net realized and unrealized appreciation
     in fair value of investments                                5,489,802
   Distributions to participants                                  (274,615)
   Transfer to Unrestricted DynCorp Stock Fund                    (816,401)
   Transfer from other plan                                      3,363,087
                                                          ---------------------
                                                           $    15,227,218
                                                          =====================




                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)


4. Nonparticipant Directed Investments (continued)

ESOP Account


                                                            December 31
                                                               2001
                                                       ---------------------
                                                    
Net assets:
   Investments, at estimated fair value:
     DynCorp Stock                                     $    131,586,616
     Interest-bearing cash                                        1,109
                                                       ---------------------
                                                            131,587,725
   Due from DynCorp                                                 650
   Due to SARP                                                  (27,907)
                                                       ---------------------
                                                       $    131,560,468
                                                       =====================





                                                            Year ended
                                                         December 31 2001
                                                       ---------------------
                                                    
Changes in net assets:
   Net realized and unrealized appreciation in fair
     value of investments                              $     39,485,033
   Distributions to participants                             (5,786,292)
   Administrative expenses                                      (27,907)
   Transfer from other plan                                  97,889,634
                                                       ---------------------
                                                       $    131,560,468
                                                       =====================

At December 31, 2001,  1,268,785 enterprise shares and 1,607,904 minority shares
were outstanding, respectively.

5. Plan Termination

Although  it has not  expressed  any intent to do so, the Company has the right,
under the Plan, to terminate the Plan subject to the provisions of ERISA. In the
event  of Plan  termination,  participants  will  become  100%  vested  in their
accounts.


                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)


6. Income Tax Status

The Plan has applied for but has not  received a  determination  letter from the
Internal Revenue Service stating that the Plan is qualified under Section 401(a)
of the IRC. However, the plan administrator  believes that the Plan is qualified
and, therefore, the related trust is exempt from taxation.

7. Party-in-Interest Transactions

Certain   Plan  401K  Account   investments   are  shares  of  mutual  funds  or
common/collective trusts managed by T. Rowe, the trustee. Transactions involving
these investments are considered to be party-in-interest  transactions for which
a statutory exemption exists.

8. Reconciliation of Financial Statements to Form 5500

Amounts allocated to withdrawing  participants for benefit claims that have been
processed  and approved for payment prior to December 31, but not yet paid as of
those  dates,  are recorded on Form 5500 but not in the  accompanying  financial
statements.

The following is a  reconciliation  of net assets available for benefits per the
financial statements to Form 5500:



                                                                        December 31
                                                                            2001
                                                                   ---------------------
                                                                
Net assets available for benefits per the financial statements     $      205,074,162
Amount allocated to withdrawing participants                                 (182,551)
                                                                   ---------------------
Net assets available for benefits per Form 5500                    $      204,891,611
                                                                   =====================



                  DynCorp Capital Accumulation Retirement Plan

                   Notes to Financial Statements (continued)



8. Reconciliation of Financial Statements to Form 5500 (continued)

The  following is a  reconciliation  of benefits  paid to  participants  per the
financial statements to Form 5500:


                                                                      Year ended
                                                                   December 31 2001
                                                                ---------------------
                                                             
Benefits paid to participants per the financial statements         $   9,359,126
Add--Amounts allocated to withdrawing participants at
   December 31, 2001                                                     182,551
                                                                ---------------------
Benefits paid to participants per Form 5500                        $   9,541,677
                                                                =====================


The following is a reconciliation of transfer from other plans per the financial
statements to Form 5500:


                                                                      Year ended
                                                                   December 31 2001
                                                                ---------------------
                                                             
Transfer from other plans                                       $    150,762,941
Less--Amounts allocated to withdrawing participants at
   December 31, 2000                                                    (110,874)
                                                                ---------------------
Transfers from other plans per Form 5500                        $    150,652,067
                                                                =====================


9. Subsequent Event

Effective  January 1, 2002, the Company adopted certain  amendments to the Plan.
Beginning on January 1, 2002,  participating  employees may contribute up to 50%
of their pre-tax compensation, as defined by the Plan, or 12% if the participant
was a  highly-paid  employee or $11,000  (subject to annual  change by the IRC).
Effective  May 30,  2002,  Great Banc Trust  Company  replaced  HSBC Bank USA as
trustee for the Plan's ESOP Accounts.





                             Supplemental Schedules






                  DynCorp Capital Accumulation Retirement Plan

          Schedule H, Line 4i--Schedule of Assets (Held At End of Year)
                             EIN-36-2408747 Plan-334

                                December 31, 2001



                                                        Description of Investment
                                                         Including Maturity Date
Identity of Issuer, Borrower, Lessor, or              Rate of Interest, Collateral
        Similar Party                                    Par or Maturity Value                 Cost            Current Value
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Interest-bearing cash                                                                                         $        1,109
Restricted DynCorp Stock Fund**                        Restricted Company Stock             $10,130,211           15,147,489
T. Rowe Price Growth Stock Fund*                       Mutual Fund                             ***                13,321,548
T. Rowe Price New Horizons Fund*                       Mutual Fund                             ***                 4,923,316
T. Rowe Price Growth & Income Fund*                    Mutual Fund                             ***                 6,837,728
T. Rowe Price Mid-Cap Growth Fund*                     Mutual Fund                             ***                 6,452,842
T. Rowe Price Stable Value Common                                                              ***
   Trust Fund*                                         Common/Collective Trust                                     8,194,604
T. Rowe Price Equity Index Trust Fund*                 Mutual Fund                             ***                 3,614,901
Unrestricted DynCorp Stock Fund*                       Unrestricted Company Stock              ***                 4,544,304
T. Rowe Price Corporate Income Fund*                   Mutual Fund                             ***                 1,881,452
T. Rowe Price Global Stock Fund*                       Mutual Fund                             ***                 1,061,557
T. Rowe Price International Stock Fund*                Mutual Fund                             ***                   607,332
T. Rowe Price Personal Strategy Growth Fund*           Mutual Fund                             ***                   982,142
T. Rowe Price Personal Strategy                        Mutual Fund                             ***
   Balanced Fund*                                                                                                    660,635
T. Rowe Price U.S. Treasury                            Mutual Fund                             ***
   Intermediate Fund*                                                                                                978,427
TradeLink+ Investments                                 Investments in Mutual Funds             ***
                                                       and Publicly Traded Stocks
                                                       and Bonds                                                     449,742
T. Rowe Price Personal Strategy Income Fund*           Mutual Fund                             ***                   353,990
DynCorp common stock**                                 ESOP Account                          75,545,822          131,586,616
Participant loans*                                     Loans (6.00% - 10.50%)                                      3,045,876
                                                                                                           -----------------
                                                                                                              $  204,645,610
                                                                                                           =================


*Represents a party-in-interest

**Represents a party-in-interest and a nonparticipant directed investment

*** Represents a participant-directed investment and, therefore, historical cost
is not required to be presented




                  DynCorp Capital Accumulation Retirement Plan

            Schedule H, Line 4j--Schedule of Reportable Transactions
                             EIN-36-2408747 Plan-334

                          Year ended December 31, 2001


                                                                                                        (h) Current Value
                                                                                                            of Asset on     (i) Net
                                                             (c)Purchase    (d) Selling    (g) Cost of     Transaction      Gain or
(a) Identity of Party Involved   (b) Description of Assets      Price           Price          Asset            Date         (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          

Category (iii)-series of
transactions

Restricted DynCorp Stock Fund    Common stock                $10,811,466                    $10,811,466   $10,811,466
Restricted DynCorp Stock Fund    Common stock                                $823,835           821,985       823,835       $1,850
Restricted DynCorp Stock Fund    T. Rowe Price Prime
                                 Reserve Fund                  1,967,934                      1,967,934     1,967,934
Restricted DynCorp Stock Fund    T. Rowe Price Prime
                                 Reserve Fund                               1,885,818         1,885,818     1,885,818            -



There were no  Category  (i),  (ii) or (iv)  transactions  during the year ended
December 31, 2001.

  Columns (e) and (f) are not applicable