8-K

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                       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 EARLIEST EVENT REPORTED):
                                 MAY 25, 2000


                      HARDING LAWSON ASSOCIATES GROUP, INC.



             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Delaware                        0-16169                      68-0132062
(State or other                 (Commission File             (IRS Employer
jurisdiction of                 Number)                      Identification No.)
incorporation)

                           707 17th Street, Suite 2400
                             Denver, Colorado 80202
               (Address of principal executive offices) (Zip Code)

       (Registrant's telephone number, including area code): 303/293-6100




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Item 5. Other Events.

         On May 25, 2000, Harding Lawson Associates Group, Inc. (NASDAQ Stock
Symbol: HRDG) announced that its shareholders have approved the merger of
Harding Lawson with a wholly owned subsidiary of MACTEC, Inc., which will result
in each outstanding share of Harding Lawson stock held immediately prior to the
closing of the merger being converted into the right to receive $11.50 in cash.
The closing of the merger is scheduled for June 2, 2000.

Item 7. Financial Statements, Pro Forma Financial Information & Exhibits

         (c) Exhibits

         99.1 Press Release, dated May 25, 2000


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                                    SIGNATURE

     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.


     Dated: May 25, 2000               HARDING LAWSON ASSOCIATES GROUP, INC.
                                       (Registrant)


                                       By: /s/ Valorie B. Feher
                                           -------------------------------------
                                           Name: Valorie B. Feher
                                           Title: Vice President/Finance and
                                           Administration


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                                  Exhibit Index



       Exhibit No.         Description
       -----------         -----------
                        
       99.1                Press Release, dated May 25, 2000

EX-99.1

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                     [HARDING LAWSON ASSOCIATES LETTERHEAD]





Harding Lawson Associates

CONTACT:          ROBERT L. COSTELLO, JR.                  FOR IMMEDIATE RELEASE
                  (303) 293-6100



          HARDING LAWSON ANNOUNCES AFFIRMATIVE VOTE ON MERGER AGREEMENT

DENVER, Colorado, May 25, 2000 - Harding Lawson Associates Group, Inc. (NASDAQ
Stock Symbol: HRDG) announced today that its shareholders have approved the
merger of Harding Lawson with a wholly owned subsidiary of MACTEC, Inc., which
will result in each outstanding share of Harding Lawson stock held immediately
prior to the closing of the merger being converted into the right to receive
$11.50 in cash. The closing of the merger is scheduled for June 2, 2000.

Robert L. Costello, Jr., the company's Chief Executive Officer, commented, "We
are pleased that our shareholders have approved the merger agreement. This
transaction will allow most of our long term shareholders to realize a
substantial premium on their shares, while allowing the combined merged entity
of the Company and MACTEC to provide a broader range and depth of services to
our customers."

Harding Lawson Associates Group, Inc., headquartered in Denver, Colorado,
provides a broad range of infrastructure engineering, consulting and
construction-related services to private sector industrial and public sector
governmental clients. The Company operates through a network of nearly 40
offices nationwide and currently employs over 1200 staff members.

Privately held MACTEC, Inc., established in 1975, has evolved into one of the
country's leading environmental professional services organizations providing
major project support and leading-edge technologies. Today it is a provider of
environmental solutions for multiple government and private clients through a
network of over 40 offices.

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May 25, 2000