This  proxy  form is  solicited  on  behalf  of the 
                            Board of Directors of DynCorp.

                                     DynCorp
                            2000 Edmund Halley Drive
                                Reston, VA 20191

         The undersigned hereby appoints Dan R. Bannister, Paul V. Lombardi, and
Herbert  S.  Winokur,  Jr.,  and each of them,  as  proxies,  with full power of
substitution, and hereby authorizes each of them to present the shares of Common
Stock of DynCorp, held of record by or beneficially on behalf of the undersigned
as of May 15, 1998 at the Annual Meeting of  Stockholders  of DynCorp to be held
on Wednesday,  July 1, 1998 at 10:00 a.m., Eastern Daylight Time, at the offices
of DynCorp, 2000 Edmund Halley Drive, Reston,  Virginia,  and at any adjournment
thereof,  and to vote such shares as directed  below with respect to the matters
set forth and upon any other matter  which may properly  come before the meeting
or any adjournment thereof.

Election of directors

|_|FOR re-election of Dan R. Bannister, Paul G. Kaminski, and David L. Reichardt
     (the "nominees") as Class I directors

|_|AGAINST re-election of all three nominees

|_|WITHHOLD AUTHORITY to vote for the following nominee(s) (list names below):



Ratification of independent public accountants

|_| FOR  ratification of Arthur Andersen LLP as independent  public  accountants
    for 1998

|_| AGAINST  ratification of Arthur Andersen LLP as independent  public
    accountants for 1998

|_| ABSTAIN from voting on independent public accountants


                             (date)                    (signature)


                                             (joint owner's signature, if any)