UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K
Current Report


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  March 10, 1998


HAGLER BAILLY, INC.
(Exact name of registrant as specified in its charter)

DELAWARE__________                                            54-1759180
(State or other jurisdiction of incorporation or organization) I.R.S. Employer
  Identification Number

1530 Wilson  Boulevard,  Suite 900,  Arlington,  VA 22209  (Address of principal
executive offices)(Zip Code)

703-351-0300
(Registrant's telephone number, including area code)

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  Act of 1934  during the
preceding 12 months(or  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. [X] Yes [ ] No















Table of Contents

Description   ____

Item 5.  Other Events...........................................................
SIGNATURES......................................................................






Item 5.  Other Events.


     On February 23, 1998 Hagler Bailly,  Inc. ("Hagler  Bailly")  completed the
merger (the "Merger") of its wholly-owned subsidiary,  Hagler Bailly Acquisition
Corp.  1998-1 ("Merger Sub") with and into TB&A Group, Inc. ("TB&A") pursuant to
the Plan and  Agreement  of  Merger  dated as of  February  2, 1998 by and among
Hagler Bailly,  Merger Sub and TB&A (the "Merger Agreement").  Upon consummation
of the Merger, TB&A became a wholly-owned subsidiary of Hagler Bailly.

         TB&A provides professional management services, and supports public and
private clients in the gas,  electric and  telecommunications  sectors worldwide
with  business   planning,   market  assessment  and  strategy,   organizational
effectiveness,  reengineering,  operational improvements, bench-marking and best
practices,  customer  acquisition  and  aggregation,   regulatory  analysis  and
strategy,    affiliated   interests   reviews,   technology   commercialization,
procurement and materials  management,  product and service value analysis,  new
product development, resource management and asset restructuring.

     Pursuant  to  the  Merger  Agreement,  each  share  of  TB&A  Common  Stock
outstanding  immediately  prior to the effective time (the "Effective  Time") of
the Merger was  converted  into  approximately  0.78521  shares of Hagler Bailly
Common Stock.  An aggregate of 454,994 shares of Hagler Bailly Common Stock were
issued to  former  holders  of TB&A  Common  Stock(cash  will be paid in lieu of
fractional shares aggregating approximately six (6) shares).

     Pursuant to the Merger  Agreement,  45,500  shares of Hagler  Bailly Common
Stock issued to former  holders of TB&A Common Stock were  deposited into escrow
to secure the performance of the indemnity  obligations of TB&A under the Merger
Agreement and are subject to the Escrow  Agreement dated as of February 23, 1998
by and among Hagler Bailly,  Merger Sub, the Escrow Agent, State Street Bank and
Trust  Company,   as  Escrow  Agent,  and  Michael  J.  Beck,  as  Stockholders'
Representative.

     The Merger is intended to be a tax-free  reorganization  for federal income
tax purposes and is accounted  for as a "pooling of interests"  under  generally
accepted accounting principles.

     The shares of Hagler Bailly Common Stock issued pursuant to the Merger have
not been registered under the Securities Act of 1933.

     Hagler Bailly  estimates it has incurred as much as $200,000 in transaction
costs in connection with the Merger.

     In  connection  with the Merger,  a subsidiary of Hagler Bailly has entered
into employment and non-competition agreements with
Michael J. Beck, Ken Buckstaff, Stephen P. Budd, Jassi S. Cheema, Derek
HasBrouck, Thomas J. Resh and William P. Zarakas, all of whom were
officers of TB&A prior to the Merger.

     Upon  consummation  of the Merger,  there were  8,869,291  shares of Hagler
Bailly Common Stock issued and outstanding.



































                           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 hereunto duly authorized.


                               HAGLER BAILLY, INC.
                             (Registrant)




Date:  March 10, 1998        By: /s/ Henri-Claude Bailly
                               Henri-Claude Bailly
                             President, Chief Executive Officer
                            and Chairman of the Board



Date:  March 10, 1998        By: /s/Daniel M. Rouse
                             Daniel M. Rouse
                             Vice President, Chief Financial
                             Officer, and Treasurer