FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                           --------------------------

(Mark One)

   [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2001

                                      OR

   [_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                        to
                               ----------------------    -----------------------


Commission File Number 0-18655
                       -------

                                EXPONENT, INC.
                                --------------
            (Exact name of registrant as specified in its charter)



                 DELAWARE                                         77-0218904
                 --------                                         ----------
                                                   
(State or other jurisdiction of incorporation)         (I.R.S. Employer Identification Number)


149 COMMONWEALTH DRIVE, MENLO PARK, CALIFORNIA                             94025
- ----------------------------------------------                             -----
    (Address of principal executive office)                           (Zip Code)

Registrant's telephone number, including area code                (650) 326-9400
                                                                  --------------


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                                      YES  X           NO_______
                                                          ---

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

             Class                                    Outstanding at May 4, 2001
- ----------------------------                          --------------------------
Common Stock $.001 par value                               6,529,500 shares


                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                                EXPONENT, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                      March 30, 2001 and December 29, 2000
                       (in thousands, except share data)
                                  (unaudited)



                                                                         March 30,          December 29,
                                                                            2001                2000
                                                                      ----------------    -----------------
                                                                                    
         Assets
Current assets:
      Cash and cash equivalents..................................     $            959    $          6,379
      Accounts receivable, net...................................               35,103              32,257
      Prepaid expenses and other assets..........................                3,711               2,892
      Deferred income taxes......................................                1,908               1,908
                                                                      ----------------    ----------------
         Total current assets....................................               41,681              43,436
Property, equipment and leasehold improvements, net..............               33,791              34,007
Goodwill.........................................................                7,045               7,250
Other assets.....................................................                  919                 933
                                                                      ----------------    ----------------
                                                                      $         83,436    $         85,626
                                                                      ================    ================
         Liabilities and Stockholders' Equity
Current liabilities:
      Accounts payable and accrued liabilities...................     $          4,610    $          4,232
      Current installments of long-term obligations..............                  584                 839
      Accrued payroll and employee benefits......................                9,468              13,275
      Deferred revenues..........................................                    -               1,057
                                                                      ----------------    ----------------
         Total current liabilities...............................               14,662              19,403
Long-term obligations, net of current installments...............                  147                 227
Other obligations                                                                  615                 659
                                                                      ----------------    ----------------
         Total liabilities.......................................               15,424              20,289
                                                                      ----------------    ----------------

Stockholders' equity:
      Common stock...............................................                    8                   8
      Additional paid-in capital.................................               32,890              33,016
      Accumulated other comprehensive losses.....................                 (122)                (97)
      Retained earnings..........................................               44,677              42,252
      Treasury shares, at cost, 1,411,923 and 1,453,741 shares at
        March 30, 2001 and December 29, 2000, respectively.......               (9,441)             (9,842)
                                                                      ----------------    ----------------
         Total stockholders' equity..............................               68,012              65,337
                                                                      ----------------    ----------------
                                                                      $         83,436    $         85,626
                                                                      ================    ================


The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.

                                      -2-


                                EXPONENT, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

           For the Quarters Ended March 30, 2001 and March 31, 2000
                     (in thousands, except per share data)
                                  (unaudited)



                                                                              Three Months Ended
                                                                     --------------------------------------
                                                                      March 30, 2001       March 31, 2000
                                                                     -----------------    -----------------
                                                                                    
Revenues......................................................         $        27,861      $        26,126
                                                                     -----------------    -----------------

Operating expenses:
     Compensation and related expenses........................                  18,179               16,242
     Other operating expenses.................................                   4,070                4,003
     General and administrative expenses......................                   1,899                2,592
                                                                     -----------------    -----------------

                                                                                24,148               22,837
                                                                     -----------------    -----------------

       Operating income.......................................                   3,713                3,289

Other income, net.............................................                     482                  369
                                                                     -----------------    -----------------

       Income from continuing operations
         before income taxes..................................                   4,195                3,658

Income taxes..................................................                   1,770                1,517
                                                                     -----------------    -----------------

       Income from continuing operations......................                   2,425                2,141

Discontinued operations:
     Income from operation of BCS Wireless, Inc.
       (net of taxes of $40)..................................                       -                   56
                                                                     -----------------    -----------------

       Net income.............................................         $         2,425      $         2,197
                                                                     =================    =================

Income per share from continuing operations:
     Basic                                                             $          0.37      $          0.32
     Diluted                                                           $          0.34      $          0.30
Income per share from discontinued operations:
     Basic                                                             $             -      $          0.01
     Diluted                                                           $             -      $          0.01
Net income per share:
     Basic                                                             $          0.37      $          0.33
     Diluted                                                           $          0.34      $          0.31
Shares used in per share computations:
     Basic                                                                       6,471                6,681
     Diluted                                                                     7,174                7,075


The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.

                                      -3-


                                EXPONENT, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

           For the Quarters Ended March 30, 2001 and March 31, 2000
                                (in thousands)
                                  (unaudited)



                                                                                          Three Months Ended
                                                                                --------------------------------------
                                                                                 March 30, 2001        March 31, 2000
                                                                                ------------------    ----------------
                                                                                                 
Net income..................................................................       $         2,425     $         2,197

Other comprehensive loss - foreign currency translation adjustments.........                   (25)                (14)
                                                                                ------------------    ----------------
Comprehensive income........................................................       $         2,400     $         2,183
                                                                                ==================    ================


The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.

                                      -4-


                                EXPONENT, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

           For the Quarters Ended March 30, 2001 and March 31, 2000
                                (in thousands)
                                  (unaudited)



                                                                                      Three Months Ended
                                                                             -------------------------------------
                                                                              March 30, 2001       March 31, 2000
                                                                             -----------------    ----------------
                                                                                             
Cash flows from operating activities:
       Net income.........................................................     $        2,425       $        2,197
       Adjustments to reconcile net income to net cash
            provided by (used in) operating activities:
              Depreciation and amortization...............................              1,175                1,097
              Provision for doubtful accounts.............................               (318)                 766
              Changes in operating assets and liabilities:
                  Accounts receivable.....................................             (2,528)                 255
                  Prepaid expenses and other assets.......................             (1,147)                (756)
                  Accounts payable and accrued liabilities................                378                   12
                  Accrued payroll and employee benefits...................             (3,807)              (2,691)
                  Deferred revenues.......................................             (1,057)               4,730
                  Other obligations.......................................                (73)                (128)
                  Net operating activities of discontinued operations.....                  -                  (86)
                                                                             ----------------     ----------------
                     Net cash provided by (used in) operating activities..             (4,952)               5,396
                                                                             ----------------     ----------------

Cash flows from investing activities:
       Capital expenditures...............................................               (711)              (2,128)
       Other assets.......................................................                (30)                   5
       Net investing activities of discontinued operations................                  -                  (41)
                                                                             ----------------     ----------------
                     Net cash used in investing activities................               (741)              (2,164)
                                                                             ----------------     ----------------
Cash flows from financing activities:
       Proceeds from borrowings and issuance of
           long-term obligations..........................................                  -                  458
       Repayments of borrowings and long-term obligations.................                 (7)              (3,895)
       Repurchase of common stock.........................................               (206)                (178)
       Issuance of common stock...........................................                486                  368
       Net financing activities of discontinued operations................                  -                   15
                                                                             ----------------     ----------------
                     Net cash provided by (used in) financing activities..                273               (3,232)
                                                                             ----------------     ----------------

Net decrease in cash and cash equivalents.................................             (5,420)                   -
Cash and cash equivalents at beginning of period..........................              6,379                    -
                                                                             ----------------     ----------------
Cash and cash equivalents at end of period................................     $          959       $            -
                                                                             ================     ================


The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.

                                      -5-


                                EXPONENT, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         For the Fiscal Quarters Ended
                       March 30, 2001 and March 31, 2000


Note 1: Summary of Significant Accounting Policies

Basis of Presentation:

        Exponent, Inc. (referred to as the "Company") is a science and
engineering consulting firm that provides solutions to complex problems. Our
multidisciplinary team of scientists, physicians, engineers, and business
consultants perform in depth scientific research in over 70 different
disciplines to solve complicated issues facing industry and business. In
December 2000, the Company merged its wholly owned subsidiaries, Exponent
Failure Analysis Associates, Inc. ("FaAA"), Exponent Health Group, Inc. ("EHG")
and Exponent Environmental Group, Inc. ("EEG") into Exponent, Inc., the parent
company. This change will have no effect on the reporting of the Company's
operating segments. The Company operates on a 52-53 week fiscal calendar year
ending on the Friday closest to the last day of December.

        The accompanying condensed consolidated financial statements are
prepared in accordance with accounting principles generally accepted in the
United States of America. All significant intercompany transactions and balances
have been eliminated in consolidation. In the opinion of management, all
adjustments which are necessary for the fair presentation of the condensed
consolidated financial statements have been included and all such adjustments
are of a normal and recurring nature. The operating results for the fiscal
quarters ended March 30, 2001 and March 31, 2000, are not necessarily
representative of the results of future quarterly or annual periods.

Note 2: Discontinued Operations

        In May 2000, the Company sold certain assets of its wholly owned
subsidiary, BCS Wireless, Inc. ("BCS"). The Company committed to a formal plan
to divest BCS effective April 2, 1999. Accordingly, the results of operations
for BCS for the fiscal period ended March 31, 2000 have been recorded as a
discontinued operation, net of taxes.

Note 3: Net Income Per Share

        Basic per share amounts are computed using the weighted average number
of common shares outstanding during the period. Dilutive per share amounts are
computed using the weighted-average number of common shares and potentially
dilutive securities, using the treasury stock method, even when antidilutive, if
their effect would be dilutive on the per share amount of income from continuing
operations.

        The following schedule reconciles both the numerator and denominator of
the Company's calculation for basic and diluted net income per share:



                                                                         Three Months Ended
                                                               --------------------------------------
(In thousands)                                                  March 30, 2001       March 31, 2000
                                                               -----------------    -----------------
                                                                              
Shares used in basic per share computation                                 6,471                6,681
Effect of dilutive common stock options outstanding                          703                  394
                                                               -----------------    -----------------

Shares used in diluted per share computation                               7,174                7,075
                                                               =================    =================


                                      -6-


Common stock options to purchase 39,390 and 185,851 shares were excluded from
the diluted per share calculation for the fiscal quarters ended March 30, 2001
and March 31, 2000, respectively, due to their antidilutive effect.

Note 4: Recent Accounting Pronouncement

        In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. Statement No. 133 is
effective for the fiscal quarter ending March 30, 2001. The Company does not
currently use derivative instruments or hedging activities and therefore has
determined that the adoption of Statement No. 133 has not had a material effect
on its consolidated financial statements.

Note 5: Supplemental Cash Flow Information

        The following is supplemental disclosure of cash flow information:

                                                   Three Months Ended
                                          --------------------------------------

(In thousands)                              March 30, 2001       March 31, 2000
                                          -----------------    -----------------

Cash paid during period:
     Interest                             $             18     $             93

     Income taxes                         $             39     $            142


Note 6: Segment Reporting

        The Company has two operating segments based on two primary areas of
service. One operating segment provides services in the area of environmental
and health risk analysis. This operating segment provides a wide range of
consulting services relating to environmental hazards and risks and the impact
on both human health and the environment. The Company's other operating segment
is a broader service group providing technical consulting in different practices
and primarily in the areas of impending litigation and technology development.

        Segment information for the quarters ended March 30, 2001 and March 31,
2000 follows:

Revenues
- --------
                                                    Three Months Ended
                                          --------------------------------------
(In thousands)                             March 30, 2001       March 31, 2000
                                          -----------------    -----------------

Environmental and health                  $           6,115    $           5,467
Other scientific and engineering                     21,746               20,659
                                          -----------------    -----------------

                Total revenues            $          27,861    $          26,126
                                          =================    =================

                                      -7-


Operating income
- ----------------
                                                     Three Months Ended
                                             -----------------------------------
(In thousands)                               March 30, 2001     March 31, 2000
                                             ----------------   ----------------

Environmental and health                      $        1,406     $        1,006
Other scientific and engineering                       5,100              5,896
                                             ----------------   ----------------

Total segment operating income                         6,506              6,902

Corporate operating loss                              (2,793)            (3,613)
                                             ----------------   ----------------

                Total operating income        $        3,713     $        3,289
                                             ================   ================

                                      -8-


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Forward Looking Statements

         This Quarterly Report on Form 10-Q contains certain "forward-looking"
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended) that are based
on the beliefs of the Company's management, as well as assumptions made by and
information currently available to the Company's management. Such
forward-looking statements are subject to the safe harbor created by the Private
Securities Litigation Reform Act of 1995. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and similar expressions, as they
relate to the Company or its management, are intended to identify such
forward-looking statements. Such statements reflect the current views of the
Company or its management with respect to future events and are subject to
certain risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
the Company's actual results, performance, or achievements could differ
materially from those expressed in, or implied by, any such forward-looking
statements. Factors that could cause or contribute to such material differences
include those discussed elsewhere in this Report including under the caption
"Factors Affecting Operating Results and Market Price of Stock". The inclusion
of such forward-looking information should not be regarded as a representation
by the Company or any other person that the future events, plans, or
expectations contemplated by the Company will be achieved. The Company
undertakes no obligation to release publicly any updates or revisions to any
such forward-looking statements that may reflect events or circumstances
occurring after the date of this Report.

General

         The Company's revenues consist of professional fee services, fees for
use of the Company's equipment and facilities as well as third party expenses
directly associated with the services performed that are billed to the client.
Third party expenses are included in revenues net of the related costs. The
majority of these activities are provided under time and materials or
fixed-price billing arrangements. On time and materials arrangements, revenue is
recognized generally at the time services are performed. On fixed-price
contracts, revenue is recognized on the basis of the estimated percentage of
completion of services rendered. The Company's principal expenses are
professional compensation and related expenses.

Results of Operations

         The following discussion should be read in conjunction with the
attached unaudited condensed consolidated financial statements and notes thereto
and with the Company's audited consolidated financial statements and notes
thereto for the fiscal year ended December 29, 2000, which are contained in the
Company's fiscal 2000 Annual Report on Form 10-K.

2001 Fiscal Quarter Ended March 30, 2001 compared to 2000 Fiscal Quarter Ended
March 31, 2000

         Revenues for the first quarter of fiscal 2001 were $27.9 million
compared to $26.1 million for the same quarter in fiscal 2000, an increase of
6.6%. This increase for the first quarter of fiscal 2001 as compared to the same
quarter in fiscal 2000, resulted from additional revenue related to the
Company's continued strong growth in its technology development practice, which
consists primarily of fixed-price contracts for the United States Army.
Additionally, the Company experienced growth in its electrical, environmental
and health practices related to bill rate and billable hours increases during
the first quarter of fiscal 2001 as compared to the first quarter of fiscal
2000.

         Compensation and related expenses increased 11.9% to $18.2 million for
the first quarter of fiscal 2001 compared to $16.2 million for the same period
in fiscal 2000. The increase was due to the hiring of additional employees
combined with annual salary increases for all employees, as well as an increase
in

                                      -9-


accrued bonus, which is related to increased profitability. As a percentage of
revenue, total compensation increased to 65.2% for the first quarter of fiscal
2001 compared to 62.2% for the same period in fiscal 2000.

         Other operating expenses increased 1.7% to $4.1 million for the first
quarter of fiscal 2001 compared to $4.0 million for the same period in fiscal
2000. As a percentage of revenue, other operating expenses decreased to 14.6%
for the first quarter of fiscal 2001 compared to 15.3% for the same period in
fiscal 2000. The increases in other operating expenses were primarily due to
increases in occupancy costs. The growth in occupancy cost is primarily the
result of increased costs related to a new lease agreement for the Company's
Silicon Valley warehouse facility, which began in June 2000 and as a result of
the Company opening six small office "workspaces" in various parts of the
country during the latter half of fiscal 2000.

         General and administrative expenses decreased 26.7% to $1.9 million for
the first quarter of fiscal 2001 compared to $2.6 million for the same period in
fiscal 2000. This decrease was primarily a result of decreases in bad debt
expense and legal fees partially offset by increased travel and outside
consulting services. General and administrative expenses as a percentage of
total revenue decreased to 6.8% for the first quarter of fiscal 2001 compared to
9.9% for the first quarter of fiscal 2000.

         Other income and expense consists primarily of investment income earned
on available cash and cash equivalents and rental income from leasing excess
space, primarily in the Company's Silicon Valley headquarters facility, net of
interest expense on the Company's mortgage. Other income and expense increased
30.6% to $482,000 for the first quarter of fiscal 2001 compared to $369,000 for
the same period of fiscal 2000. This increase was due primarily to a decrease in
interest expense resulting from reduced borrowings on the Company's revolving
reducing note, from 44 days in the first quarter of fiscal 2000 to zero days in
the first quarter of fiscal 2001. Additionally, there was an increase in rental
income due to two new leases in the Company's Silicon Valley facility, which
were entered into in the third quarter of fiscal 2000. The lease of the
Company's largest tenant, who occupied 24,000 square feet of the Silicon Valley
facility, ended at the end of January 2001.

Liquidity and Capital Resources

2001 Fiscal Quarter Ended March 30, 2001 Compared to 2000 Fiscal Quarter Ended
March 31, 2000

         The Company's cash management policy is to use all excess operating
cash to pay down its revolving reducing mortgage on its headquarters building.
As a result, the balance on the Company's mortgage was $0 as of March 30, 2001
as compared to $315,000 as of March 31, 2000. The Company invests excess cash in
short-term highly liquid investments. As of March 30, 2001 the Company's cash
and cash equivalents were $959,000, as compared to $0 at March 31, 2000. The
Company financed its business for the current period principally through
operating cash.

         Net cash used in operating activities was $5.0 million in the first
three months of fiscal 2001, compared to $5.4 million provided by operating
activities for the comparable period in fiscal 2000. This change from cash
provided by, to cash used in, operating activities was primarily attributable to
changes in operating assets and liabilities, especially an increase in accounts
receivable and decreases in deferred revenue and accrued payroll and employee
benefits. The increase in accounts receivable is the result of growth in the
Company's revenues. The Company reduced its deferred revenues to $0 in the first
quarter of fiscal 2001 as compared to $4.7 million for the first quarter of
fiscal 2000, which is related to the Company's fixed-price contracts.
Additionally, payroll and employee benefits payments were higher in the first
quarter of fiscal 2001 as compared to the first quarter of fiscal 2000 due to
increases in compensation from annual raises, the number of employees and
bonuses. Bonus payouts in the first quarter of fiscal 2001 were based on the
Company's profitability in fiscal 2000, which was higher as compared to fiscal
1999.

                                      -10-


         Net cash used in investing activities was $741,000 for the first three
months of fiscal 2001, compared to net cash used in investing activities of $2.2
million for the comparable period in fiscal 2000. This decrease resulted from
the completion of the new engineering and test preparation building in October
2000 at the Company's Test and Engineering Center in Phoenix.

         Net cash provided by financing activities was $273,000 for the first
three months of fiscal 2001, compared to net cash used of $3.2 million for the
comparable period in fiscal 2000. This change from net cash used in, to net cash
provided by, financing activities was due primarily to the decrease in funds
used for repayment of outstanding debt. As a result of the strong cash flow from
operating activities during fiscal 2000, the Company did not use its revolving
reducing mortgage note during the first quarter of fiscal 2001. The Company used
$7,000 in funds to pay down long-term obligations during the first three months
of fiscal 2001 as compared to repayments of $3.9 million during the same period
of fiscal 2000. The Company had proceeds from long-term obligations of $0 in the
first quarter of fiscal 2001 as compared to $458,000 in the first quarter of
fiscal 2000. In addition, the Company sold $486,000 in shares of Company common
stock during the first three months of fiscal 2001, compared to $368,000 sold
during the same period of fiscal 2000.

         The Company has other long-term obligations as of March 30, 2001 of
$615,000, including deferred rent payable of $497,000 related to the lease of
its Phoenix facility. In addition, the Company's long-term obligations at March
30, 2001 included the long-term portion of an insurance financing agreement in
the amount of $80,000.

         Management believes that its revolving note, together with funds
generated from operations, will provide adequate cash to fund the Company's
anticipated operating needs through at least the next twelve-month period.

                                      -11-


FACTORS AFFECTING OPERATING RESULTS AND MARKET PRICE OF STOCK

         Exponent operates in a rapidly changing environment that involves a
number of uncertainties, some of which are beyond the Company's control. These
uncertainties include, but are not limited to, those mentioned elsewhere in this
report, and the following:

Attraction and Retention of Key Employees

         The Company's business involves the delivery of professional services
and is labor intensive. The Company's success depends in large part upon its
ability to attract, retain and motivate highly qualified technical and
managerial personnel. Qualified personnel are in great demand and are likely to
remain a limited resource for the foreseeable future. There can be no assurance
that the Company can continue to attract sufficient numbers of highly qualified
technical and managerial personnel and to retain existing employees. The loss of
a significant number of the Company's employees could have a material adverse
impact on the Company, including its ability to secure and complete engagements.

Absence of Backlog

         Revenues are primarily derived from services provided in response to
client request or events that occur without notice, and engagements, generally
billed as services are performed, are terminable at any time by clients. As a
result, backlog at any particular time is small in relation to the Company's
quarterly revenues and is not a reliable indicator of revenues for any future
periods. Revenues and operating margins for any particular quarter are generally
affected by staffing mix, resource requirements and timing and size of
engagements.

Competition

         The markets for the Company's services are highly competitive. In
addition, there are relatively low barriers to entry into the Company's markets
and the Company has faced, and expects to continue to face, additional
competition from new entrants into its markets. Competitive pressure could
reduce the market acceptance of the Company's services and result in price
reductions that could have a material adverse effect on the Company's business,
financial condition and results of operations.

Economic Uncertainty

         The markets that the Company serves are cyclical and subject to general
economic conditions. If the economy in which the Company operates, which is
predominately in the United States of America, were to experience a slowdown
then demand for the Company's services could be reduced considerably.

Other Income

         The Company currently leases excess facilities, primarily in its
Silicon Valley headquarters building in Menlo Park, California, that have lease
terms that expire between 2001 and 2003. In the first three months of fiscal
2001 and 2000, miscellaneous rental income associated with these facilities
amounted to approximately 9.4% and 8.6%, respectively, of income from continuing
operations before income taxes. In the quarter ended March 30, 2001, the
Company's largest lease, consisting of 24,000 square feet in its Silicon Valley
building, was not renewed. If the Company is not able to rent the available
space in a timely manner, the loss of rental income could have a material
adverse effect on the Company's income from continuing operations.

                                      -12-


Regulation

         Public concern over health, safety and preservation of the environment
has resulted in the enactment of a broad range of environmental laws and
regulations by local, state and federal lawmakers and agencies. These laws and
the related regulations affect nearly every industry, as well as the agencies of
federal, state and local governments charged with their enforcement. To the
extent changes in such laws, regulations and enforcement or other factors
significantly reduce the exposures of manufacturers, owners, service providers
and others to liability; the demand for environmental services may be
significantly reduced.

Variability of Quarterly Financial Results

         Variations in the Company's revenues and operating results occur from
time to time as a result of a number of factors, such as the significance of
client engagements commenced and completed during a quarter, the number of
working days in a quarter, employee hiring and utilization rates and integration
of companies acquired. Because a high percentage of the Company's expenses,
particularly personnel and facilities related, are relatively fixed in advance
of any particular quarter, a variation in the timing of the initiation or the
completion of client assignments, at or near the end of any quarter, can cause
significant variations in operating results from quarter to quarter.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

         The Company is exposed to some interest rate risk associated with the
Company's long-term debt obligation on the Company's headquarters building.
Effective February 1, 1999, the Company refinanced its headquarters building
under a new financing agreement. The new mortgage note consists of a revolving
reducing note, secured by the Company's headquarters building, with a borrowing
amount up to $30.0 million. The $30.0 million revolving reducing note is subject
to automatic annual reductions in the amount available to be borrowed of
approximately $1.3 million to $2.1 million per year until January 31, 2008. As
of March 30, 2001, $27.4 million was available to be borrowed. Any outstanding
amounts on the revolving reducing note are due and payable in full on January
31, 2009. The Company may from time to time during the term of the note borrow,
partially or wholly repay its outstanding borrowings and re-borrow up to the
maximum principal amounts, subject to the reductions in availability contained
in the note. The note is also subject to two interest rate options of either
prime less 1.5% or the fixed LIBOR plus 1.25% with a term option of one month,
two months, three months, six months, nine months, or twelve months. Interest is
payable on a monthly basis. Principal amounts subject to the prime interest rate
may be repaid at any time without penalty. Principal amounts subject to the
fixed LIBOR rate may also be repaid at any time but are subject to a prepayment
penalty if paid before the fixed rate term or additional interest if paid after
the fixed rate term.

         The Company's general policy for selecting among the interest rate
options and related terms is to minimize interest expense. However, given the
risk of interest rate fluctuations, the Company cannot be certain that the
lowest rate option will always be obtained. The Company has not performed any
sensitivity analysis on its exposure to interest rate fluctuations. However,
given the historical low volatility of both the prime and LIBOR interest rates,
the Company believes any exposure would be minimal.

                                      -13-


                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         None

(b)      Reports on Form 8-K

         None

                                      -14-


                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                   EXPONENT, INC.
                                   --------------
                                   (Registrant)




Date: May 14, 2001                 /s/ Richard L. Schlenker
                                   ---------------------------------------------
                                   Richard L. Schlenker, Chief Financial Officer

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