THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                   SECURITIES THAT HAVE BEEN REGISTERED UNDER
                           THE SECURITIES ACT OF 1933


                      HARDING LAWSON ASSOCIATES GROUP, INC.

                                 200,000 Shares
                                       of
                                  Common Stock
                                ($0.01 par value)

                               M E M O R A N D U M

                                 April 27, 1997

                  NON-EMPLOYEE DIRECTOR COMPENSATION STOCK PLAN


         This  memorandum  relates to 200,000 shares of common stock,  $0.01 par
value (the  "Shares")  of Harding  Lawson  Associates  Group,  Inc.,  a Delaware
corporation (the "Corporation"), which may be acquired by Non-Employee Directors
of the Corporation under the Non-Employee  Director Compensation Stock Plan (the
"Stock Plan"). The Stock Plan was adopted by the Board of Directors and approved
by the  Corporation's  stockholders in 1997.  Participants in the  Corporation's
Non-qualified  Deferred Compensation Plan (the "Deferred Compensation Plan") may
elect each year to defer the  receipt of any Shares that may be acquired by them
under the Stock Plan in the following calendar year.

         For  more  information  regarding  the  Stock  Plan  and  the  Deferred
Compensation  Plan and their  administration,  contact Ms.  Patricia A. England,
Vice  President,   Corporate  Communications  and  Investor  Relations,  at  the
Corporation's  principal  executive  offices located at 7655 Redwood  Boulevard,
P.O. Box 578, Novato, California 94948 (telephone: (415) 892-0821).

General Information about the Stock Plan

         Purpose. The Stock Plan is intended to serve as an independent director
incentive  and to encourage  stock  ownership by  Non-Employee  Directors of the
Corporation so that they may increase their proprietary  interest in the success
of the Corporation.  The Stock Plan is intended to assist the Corporation in its
efforts to attract and retain highly qualified Non-Employee Directors.

         Administration.  The Stock Plan is  administered by the Salary Deferral
Committee  which is  appointed  by the Board of  Directors.  The  Directors  are
elected by the stockholders of the Corporation every three years. The members of
the Board of  Directors  are  divided  into three  classes,  with the  different
classes  staggered so that the term of one class will expire each year.  Members
of the Board may be removed in accordance with Delaware law.

         The  Board  of  Directors  has  full  and  complete  authority  in  its
discretion to determine,  among other things, the time or times at which, Shares
may be acquired and the nature,  timing,  price and size of such  acquisitions,.
The Board of Directors  has full and complete  authority to interpret  the Stock
Plan, to prescribe,  amend, and rescind rules and regulations  pertaining to it,
and to make all other  determinations  deemed  necessary  or  desirable  for the
administration of the Stock Plan.

         Participation  in the Plan.  Participation  in the Stock  Plan shall be
limited to Non-Employee Directors.

         Election to Acquire Shares in Lieu of Cash  Compensation.  Non-Employee
Directors shall make an election each December to receive all, or any portion of
the compensation for the upcoming year in the form of stock.
Such elections for the following year are irrevocable.

         Available Shares.  The Corporation may issue up to 200,000 Shares under
the Stock Plan,  which may be authorized but unissued shares or treasury shares.
In the event of  changes  in the  number of shares of the  Corporation's  common
stock by reason  of stock  dividends,  split  ups,  recapitalizations,  mergers,
consolidations,  combinations  or exchanges of shares and the like, the Board of
Directors  will make  appropriate  adjustments  in the number and kind of shares
reserved under the Stock Plan and in any other matters which relate to the stock
awards and which are affected by the changes referred to above.

         Securities Law Considerations. The Corporation will not be obligated to
issue any  Shares at any time  unless  and  until  all  applicable  requirements
imposed  by  any  federal  and  state  securities  and  other  laws,  rules  and
regulations, by any regulatory agencies, or by any stock exchange upon which the
Corporation's  common  stock may be listed,  have been fully met. As a condition
precedent  to any  issuance of Shares and  delivery of  certificates  evidencing
Shares, the Board of Directors may require  Non-Employee  Directors to take such
actions  and to make  such  representations  as the  Board of  Directors  in its
discretion  deems  necessary  or  advisable  to  insure   compliance  with  such
requirements.  Non-Employee  Directors are  responsible  for complying  with all
applicable federal and state securities and other laws, rules and regulations in
connection  with any offer,  sale or other transfer of Shares issued pursuant to
the Stock Plan.

         Amendment.  The Board of  Directors  has the right at any time and from
time to time to  amend  or  modify  the  Stock  Plan,  except  that  (a) no such
amendment  or  modification  shall  revoke or alter the terms of any stock award
previously acquired,  without the consent of the holder of the stock, and (b) to
the extent  required  for the Stock Plan to comply or maintain  compliance  with
Rule 16b-3 or any successor rule or regulation,  such amendment or  modification
shall be subject to stockholder approval.

         Withholding  Taxes.  All taxes,  if any,  required to be  withheld  and
payable  with  respect to the  acquisition  of Shares will be deducted  from the
Non-Employee  Director's  Compensation.  If at any  time  such  amounts  are not
adequate to cover taxes required to be withheld, the Non-Employee Director shall
make adequate  arrangement with the Corporation for the payment of the excess as
a condition to the issuance of the Shares.

         Effectiveness  of the Stock Plan.  The Stock Plan became  effective  on
January 1, 1997.  Stockholders of the Corporation  approved the Plan at the 1997
annual  meeting of  stockholders.  The Stock Plan will  terminate  on January 1,
2007, unless sooner terminated by the Board.

         Applicable  Laws. The Plan is not qualified under Section 401(a) of the
Internal  Revenue  Code,  as amended  (the  "Code"),  and is not  subject to the
provisions of the Employee Retirement Income Security Act of 1974.

         Stock Certificates.  Unless a timely deferral election has been made in
accordance with the Deferred  Compensation Plan, each Non-Employee  Director who
elects to  acquire  Shares in the  manner  described  above  will be sent  stock
certificates  registered  in the  Non-Employee  Director's  name and sent to the
Non-Employee Director's address as it appears on the Corporation's records. If a
Non-Employee  Director has made a timely deferral election,  a stock certificate
for the number of Shares awarded to such Non-Employee Director will be issued in
the  name  of the  trustees  of the  trust  established  by the  Corporation  in
connection  with the  Deferred  Compensation  Plan (the  "Rabbi  Trust") for the
benefit of the  Non-Employee  Director.  The Shares  represented by certificates
held by the Rabbi Trust will be distributed to the Non-Employee Director only in
accordance with the terms of the Deferred Compensation Plan.

         Stockholders' Rights. All Shares issued pursuant to the Stock Plan will
be entitled to full voting and dividend rights as of the date of issuance.

         No  Right  to  Employment.  An award of  Shares  does  not  create  any
obligation  whatsoever  on the  part of the  Corporation  or any  subsidiary  to
continue to employ any  Non-Employee  Director for any specific  period and does
not interfere with the right of the  Corporation or any of its  subsidiaries  to
end employment at any time.

Deferral of Receipt of Shares Under the Deferred Compensation Plan

         If  Non-Employee  Directors who elect to acquire Shares under the Stock
Plan also make a timely  election to defer the  receipt of Shares in  accordance
with the Deferred Compensation Plan, such Shares will be held by the trustees of
the Rabbi Trust established in connection with the Deferred Compensation Plan on
their behalf.  Like all other assets held in the Rabbi Trust, the Shares will be
subject to claims of the Corporation's  creditors.  Participants in the Deferred
Compensation  Plan will have only unsecured claims against the general assets of
the Corporation.

         While the Shares are held in the Rabbi Trust, the participants on whose
behalf the Shares  are held will have the right to direct  the  trustees  how to
vote the Shares,  however they will not have the right to direct the trustees to
sell the  Shares.  The  Non-Employee  Directors  who have  elected  to defer the
receipt of Shares will bear the investment  risk associated with the Shares from
the date the Shares are  acquired by the Rabbi Trust.  A dollar  amount equal to
the  value of the  deferred  Shares on the date the  Shares  were  acquired  (as
determined  by the Board of  Directors)  will be credited  to the  participant's
"Stock  Account"  established  as  a  bookkeeping  account  under  the  Deferred
Compensation  Plan. The balance in each "Stock Account" will be adjusted at such
intervals  as the  persons  administering  the  Deferred  Compensation  Plan may
determine  to  reflect  changes  in  the  value  of  the  deferred  Shares.  Any
commissions  or other  charges  related  to the  acquisition  or  holding of the
deferred Shares will be charged to the participant's "Stock Account."

         The Shares  (the  value of which  will  equal the  balance of the Stock
Account) will be distributed to the participants on whose behalf the Shares were
held in accordance  with the terms of the Deferred  Compensation  Plan. Upon the
death of a participant in the Deferred  Compensation  Plan, the  distribution of
Shares  will be made to the  participant's  beneficiary  at the  same  time  the
distribution  would  have  been  made to the  participant,  unless  the Board of
Directors  determines that the  distribution  will be made at an earlier date. A
participant in the Deferred  Compensation Plan may file a written designation of
beneficiary who will receive  distributions under the Deferred Compensation Plan
in the event of the participant's death. If no such designation has been made or
if the  designated  beneficiaries  are not living when  distributions  are to be
made, then the spouse of the  participant  shall be the  beneficiary,  or if the
spouse is not then living, the children of the deceased participant shall be the
beneficiaries  in equal  shares,  or if  neither  spouse nor  children  are then
living, the estate of the deceased participant shall be the beneficiary.

Federal Income Tax Rules

         The following tax discussion is only a brief summary of current federal
income tax law. It is intended  solely as general  information and does not make
specific  representations to any participant.  A taxpayer's particular situation
may be such that some  variation of the basic rules is applicable to him or her.
In  addition,  the federal  income tax laws and  regulations  have been  revised
frequently  and may be changed  again at any time in the  future.  A tax adviser
should be consulted with respect to any foreign, state or local tax consequences
of a transaction under the Stock Plan.

         Purchase  and Award of Shares.  Unless  Shares  awarded  are subject to
restrictions  against transfer or are otherwise subject to a substantial risk of
forfeiture,  the  participant is deemed to receive an amount of ordinary  income
equal to the  excess  of the fair  market  value of the  Shares  at the time the
Shares  are  awarded  over  the  amount  paid  for the  Shares,  if any,  by the
participant.  The  Corporation is entitled to a deduction equal to the amount of
ordinary income recognized by the participant,  except that amounts in excess of
$1 million per year are not deductible in certain cases. Each  participant's tax
basis in such Shares will be equal to the amount paid for such  Shares,  if any,
by the  participant  plus  the  amount  of  ordinary  income  recognized  by the
participant  at the  time  of the  award.  Any  gain  or  loss  recognized  on a
subsequent  sale or other  disposition  of such Shares by the  participant  will
generally be characterized as a capital gain or loss.

         If the Shares awarded are subject to restrictions  against  transfer or
are  otherwise  subject  to  a  substantial  risk  of  forfeiture  (including  a
forfeiture  resulting from short swing profit  liability  under Section 16(b) of
the  Securities  Exchange Act of 1934),  Internal  Revenue  Code  section  83(b)
permits a participant to elect, within 30 days after the transfer of such Shares
to him or her,  to be taxed at  ordinary-income  rates on the excess of the fair
market  value of the Shares at the time of the award over the amount paid by the
participant for such Shares,  if any. If the  participant  makes a section 83(b)
election,  any later  appreciation  in the  value of the  Shares is not taxed as
compensation,  but instead is taxed as capital  gain when the Shares are sold or
transferred. At the time a participant recognizes ordinary income as a result of
making a section 83(b) election,  the Corporation generally is entitled to a tax
deduction  equal  to the  amount  of the  participant's  ordinary  income.  If a
participant  makes a section 83(b) election and the Shares are later  forfeited,
the  participant  will not be entitled to a tax deduction or a refund of the tax
paid.

         Regardless  of whether the Shares  awarded are subject to  restrictions
against  transfer or are otherwise  subject to a substantial risk of forfeiture,
the award of such Shares will have certain  additional income,  employment,  and
self-employment  tax and  withholding  consequences.  For  participants  who are
employees of the Company,  such Shares will be subject to income and  employment
tax withholding by the Company.  For  participants  who are not employees of the
Company, such Shares will not be subject to income or employment tax withholding
requirements but will be subject to self-employment taxes.

         Deferral of Shares.  If a participant  makes a timely election to defer
the receipt of an award of Shares,  the Participant will not recognize  ordinary
income as described  above until such time as the Shares are  distributed to the
participant in accordance with the Deferred  Compensation  Plan. The participant
will recognize  ordinary  income equal to the excess of the fair market value of
the Shares at the time of distribution  over the amount paid for the Shares,  if
any,  by the  participant.  Such  income is subject to  withholding  taxes.  The
Corporation  is entitled to a deduction  equal to the amount of ordinary  income
recognized by the participant.

         For  participants  who are  employees of the Company,  such Shares will
generally be subject to employment tax  withholding  requirements as of the time
the  services  for which such  Shares are  awarded  are  performed,  and will be
subject  to income  tax  withholding  requirements  at the time such  Shares are
distributed to the  participant.  For  participants who are not employees of the
Company,  such  Shares will not be subject to income or  employment  withholding
taxes, but will be subject to self-employment  taxes at the time such Shares are
distributed to the participant.

Resales of Shares

         SEC Rule 144.  Persons  who are not  deemed to be  "affiliates"  of the
Corporation,  as that term is defined in Rule 144 under the Securities  Act, may
generally  resell,  from time to time,  any Shares they acquire  under the Stock
Plan.  Persons who are affiliates of the Corporation may generally resell Shares
acquired under the Stock Plan only (i) in accordance with the provisions of Rule
144 under the Securities Act (exclusive of the one-year  holding period) or some
other exemption from registration  under the Securities Act, or (ii) pursuant to
an effective Registration Statement on such form as may be applicable. Executive
officers,  directors or principal stockholders of the Corporation will generally
be deemed to be affiliates of the Corporation under Rule 144.

         Participants who elect to defer the receipt of an award of Shares under
the  Deferred  Compensation  Plan may sell  such  Shares  subject  to the  legal
requirements  described above but only after the Shares have been distributed to
them under the terms of the Deferred Compensation Plan.

         Participants  who are subject to Section 16 of the Securities  Exchange
Act of 1934 (the "Exchange  Act") will be deemed to have acquired  Shares on the
date the Shares are  awarded,  regardless  of whether they have elected to defer
the award of Shares under the Deferred  Compensation Plan. Under the new version
of Rule  16b-3 the award of  Shares  under the Stock  Plan will be exempt if the
participant  does not sell or  otherwise  dispose  of the  Shares for six months
after the date Shares were awarded.

Incorporation of Certain Documents by Reference

         The  following  documents  filed  by the  Corporation  with the SEC are
incorporated herein by reference:

         a.  Annual Report on Form 10-K of the Corporation for the fiscal year 
ended May 31, 1998.

         b.  Quarterly  Report on Forms 10-Q for the fiscal quarter ended August
31, 1998.

         c. The description of the  Corporation's  Common Stock contained in the
registration  statement  on Form 10 for such  Common  Stock  filed on August 29,
1987, under Section 12 of the Exchange Act.

         All  documents  filed by the  Corporation  pursuant to Sections  13(a),
13(c),  14 or 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment which  indicates that all securities  offered have been sold, or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  memorandum,  and to be a part hereof from the
date of filing of such documents.

         Upon written or oral  request,  the  Corporation  will provide  without
charge to each person to whom this  memorandum  has been delivered a copy of any
or all of the  documents  which  have been  incorporated  by  reference  in this
memorandum  (excluding  exhibits  to such  documents  unless such  exhibits  are
specifically incorporated by reference into the information that this memorandum
incorporates)   and  copies  of  all  reports,   proxy   statements   and  other
communications distributed to its security holders generally.  Requests for such
information  should be directed to: Ms.  Patricia A.  England,  Vice  President,
Corporate  Communications and Investor Relations, at the Corporation's principal
executive  offices  located at 7655 Redwood  Boulevard,  P.O.  Box 578,  Novato,
California 94948 (telephone: (415) 892-0821).