Technology Research Corp · 10-K · For 3/31/99

Filed On 6/28/99   ·   SEC File 0-13763   ·   Accession Number 741556-99-8

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         43±   205K 
 2: EX-10       Material Contract                                      6±    24K 
 3: EX-23       Exhibit (23)(A)                                        1      6K 
 4: EX-27       Article 5 FDS for Fiscal Year 1999 10-K                1      6K 

10-K   ·   Annual Report
Document Table of Contents

Sponsored Ads...

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

     FORM 10-K

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934

    For the fiscal year ended March 31, 1999

  Commission file number 0-13763

   TECHNOLOGY RESEARCH CORPORATION
    (Exact name of registrant as specified in its charter)

        Florida                                             59-2095002
(State or other jurisdiction of                            (I.R.S. Employer     
incorporation or Organization)                         Identification No.)    

5250   140th Avenue North,   Clearwater,  Florida                     33760     
(Address of principal executive offices)                         (Zip Code)     

Registrant's telephone number, including area code:  (727) 535-0572             
Securities registered pursuant to Section 12(b) of the Act:  None               
Securities registered pursuant to Section 12(g) of the Act:                     

   Common Stock $.51 par value
  (Title of Class)

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 by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to     
this Form 10-K. [ ]                                                             

The aggregate market value of common stock held by non-affiliates of the        
Registrant, as of June 9, 1999 was $9,077,361, based upon the $1.875 closing    
sale price for the Common Stock on the NASDAQ National Market System on such    
date.  For the purposes of this computation, all executive officers and         
directors of the Registrant have been deemed to be affiliates.  Such            
determination should not be deemed to be an admission that such directors and   
officers are, in fact, affiliates of the Registrant.                            

As of June 9, 1999, the number of shares outstanding of the Registrant's        
common stock, $.51 par value, was 5,455,756.                                    

DOCUMENTS INCORPORATED BY REFERENCE   

The Registrant's Proxy Statement related to its 1999 Annual Meeting of          
Shareholders to be held on August 26, 1999 will be incorporated by reference    
into Part III of this Form 10-K and be filed with the Securities and Exchange   
Commission no later than July 16, 1999.                                         
TABLE OF CONTENTS 

PART I                                                                Page      

Item 1.  Business  ....................................................  3      
Item 2.  Properties  .................................................. 12      
Item 3.  Legal Proceedings  ........................................... 12      
Item 4.  Submission of Matters to a Vote of Security Holders  ..........12      

PART II                                                                         

Item 5.  Market for Registrant's Common Equity and                              
   Related Stockholder Matters  ................................. 13
Item 6.  Selected Financial Data  ..................................... 14      
Item 7.  Management's Discussion and Analysis of Financial                      
   Condition and Results of Operations  ......................... 15
Item 8.  Financial Statements and Supplementary Data  ................. 20      
Item 9.  Changes in and Disagreements with Accountants                          
   on Accounting and Financial Disclosure  ...................... 20

PART III                                                                        

Item 10. Directors and Executive Officers of the Registrant  .......... 21      
Item 11. Executive Compensation  ...................................... 21      
Item 12. Security Ownership of Certain Beneficial                               
   Owners and Management  ....................................... 21
Item 13. Certain Relationships and Related Transactions  .............. 21      

PART IV                                                                         

Item 14. Exhibits, Financial Statements Schedules,                              
   and Reports on Form 8-K  ..................................... 21

SIGNATURES  ........................................................... 24      

  Part I

ITEM 1.  BUSINESS                                                               

General                                                                         

The Company was incorporated in Florida in June 1981 with the intended          
purpose of pursuing orders for products to be designed and manufactured for     
sale to the military engine generator set controls market, a segment with       
respect to which the Company's founders had acquired substantial experience.    

The Company currently designs, develops, manufactures and markets electronic    
control and measurement devices related to the distribution of electrical power 
and specializes in electrical safety products that prevent electrical fires and 
protect people from electrocution and serious injury from electrical shock.     
Such products include ground fault protective devices, fire prevention devices  
for fires caused by aging appliance and extension cords, controls for           
electrical power generating systems, transformers and magnetics.  These         
products are used in providing safe and efficient utilization and controlled    
distribution of electricity and have consumer, commercial and governmental      
applications in the United States and throughout the world.                     

Until the year ended March 31, 1989, a majority of the Company's revenues       
were derived from sales of military products.  The Company believes that its    
successful design of ground fault devices for both personnel and equipment      
protection as well as meeting electrical safety requirements for personal       
care products, have formed the basis for the Company's success in the           
consumer/commercial, non-military markets.                                      

Net sales contributed by commercial and military products are as follows:       

Year Ended                                                                      
March 31    Commercial      %          Military      %            Total       
--------    ----------     ----        --------     ----       ----------     
1999   $ 13,929,177     81.4     $ 3,190,542     18.6     $ 17,119,719  
1998     13,434,352     74.2       4,667,433     25.8       18,101,785  
1997     12,803,181     85.3       2,200,413     14.7       15,003,594  
1996     14,541,301     87.7       2,040,000     12.3       16,581,301  
1995     18,095,134     86.4       2,840,423     13.6       20,935,557  

Royalties from license agreements are as follows:                               

Year Ended                              
March 31           Royalties          
--------           ---------          
1999             $  91,295        
1998               329,166        
1997               381,977        
1996               797,920        
1995               837,399        

The Company's backlog of unshipped orders at March 31, 1999 was approximately   
$2,000,000.  This backlog consists of approximately 30% commercial product      
orders and approximately 70% military product orders, all of which is expected  
to ship within Fiscal Year 2000.                                                

 -3-
Commercial Products and Markets                                                 

Ground fault protective devices protect equipment and people against electrical 
faults which can occur between electrically "live" conductors and ground.       
These ground fault conditions can damage equipment, start fires, or seriously   
or fatally injure humans.                                                       

Ground Fault Circuit Interrupters ("GFCI") and Appliance Leakage Circuit        
Interrupters ("ALCI") provide protection from dangerous electrical shock by     
sensing leakage of electricity and cutting off power.  Equipment Leakage        
Current Interrupters ("ELCI") detect current leakage within equipment such as   
copy machines, printers and computers.  GFCIs are currently available in three  
types:  circuit breaker, receptacle and portable.  The Company specializes in   
the portable types of these products.                                           

A ground fault is a condition where electric current finds an unintentional     
path to ground such as through the exposed metal parts of an appliance or tool. 
Faults occur because of damage that causes internal wiring to touch these       
exposed metal parts or because an appliance or tool gets wet.  Upon such        
occurrence, the entire device can become as electrically alive as the power     
line to which it is attached.  If a person is touching such a live device while 
grounded (by being in contact with the ground or, for example, a metal pipe,    
gas pipe, drain or any attached metal device), that person can be seriously or  
fatally injured by electric shock.  Fuses or circuit breakers do not provide    
adequate protection against such shock, because the amount of current necessary 
to injure or kill a normal adult is far below the level of current required for 
a fuse to blow or a circuit breaker to trip.  GFCIs constantly monitor          
electric current, and as long as the amount of current returning from the       
device is equal to the amount that is directed to the device, the GFCI          
performs no activities.  Conversely, if there is less current coming back       
than there is flowing into the device, some portion must be taking a path       
through a foreign body, thereby creating a hazard.  Upon recognizing that       
condition, the GFCI terminates the flow of electricity instantaneously.         

An ALCI is a device intended to be used in conjunction with an electrical       
appliance whose function is to interrupt both conductors of the electric        
circuit to a load when a fault current to ground exceeds 4 - 6 mA (milli-       
amperes) and is less than that required to operate the overcurrent protection   
device of the circuit.  The ALCI is intended to be used only in a circuit that  
has a solidly grounded neutral conductor, and is not intended to be used in     
place of a GFCI in applications where the GFCI is required.  ALCIs are          
considered "personnel protection" devices.  This product is intended for        
portable and short-time use, and should be used only while attended; for        
example, with kitchen appliances, floor care products, hair dryers, and the     
like, which are connected to a power supply circuit by means of a flexible      
cord terminating in an attachment plug.                                         

An ELCI is a device intended to protect equipment from excessive electrical     
leakage current that could occur due to the breakdown of insulation between     
live and grounded parts which could cause fires and other damage.  Xerox        
Corporation uses the Company's ELCI products to protect many of its business    
machines.  The Company also has a unique versatile consumer ELCI product called 
the "Electra Shield" which, in addition to fire prevention capabilities, also   
provides three-mode surge suppression, power line filtering, and facsimile      
modem surge protection.  This unique product offers multimedia protection for   
home and office personal computers, fax modems, TV and entertainment systems.   

 -4-
Government and industry research into the major causes of fire has led to a     
search for new, cost-effective methods to prevent electrical fires.  In         
response to this need, the Company developed and patented "Fire Shield", a      
product designed to prevent fires caused by damaged or aging appliance power    
supply cords and extension cords, which have been identified as a leading cause 
of electrical fires.  On June 1, 1999, the Company announced major enhancements 
to its "Fire Shield" line of appliance power supply cords that will add a       
higher degree of safety against fire and electric shock for two wire            
appliances.  These new capabilities have significant safety benefits to the     
consumer.  These enhancements are based on feedback from the industry and from  
the staff of the United States Consumer Product Safety Commission ("CPSC") on   
the need to protect not only the power cord, but also the internal wiring of    
the appliance.  According to the CPSC, these types of fires caused 149,900      
residential structural fires involving electrical equipment, which resulted in  
750 civilian deaths, more than 6,320 injuries and nearly $1.3 billion in        
property losses.  The CPSC estimates were based on 1994 fire service reports.   

The National Electrical Code (the "Code") requires GFCIs for the protection of  
all receptacle outlets located outdoors, as well as in bathrooms, garages and   
other risk areas, and in new residences, hotels and public buildings.  The Code 
is followed by most local government building codes. There is increasing effort 
by certain groups such as the National Electric Manufacturers Association and   
Consumer Products Safety Commission to require GFCI protection in other         
locations and applications.  The Company presently focuses its marketing        
efforts in certain spot markets which have developed in response to Code        
imposed requirements.                                                           

For example, in January 1989, high-pressure sprayer/washer manufacturers that   
desired Underwriter Laboratories ("UL") approval were required to include a     
GFCI and/or double-insulation protection on each electrically driven sprayer/   
washer.  Sales to this industry were severely impacted in Fiscal Year 1996      
as the majority of the sprayer/washer manufacturers opted for the more cost     
effective double-insulated technology rather than GFCI technology.  Effective   
January 1996, the double-insulation provision was eliminated from the National  
Electric Code, but until recently, UL had not updated its standard enforcing    
this change.  Sales to this industry were approximately $4.5 million less in    
each of the Fiscal Years 1996, 1997, 1998 and 1999, compared to Fiscal Year     
1995, due to the choice of sprayer/washer manufacturers not using the Company's 
GFCI products and due to the delay of UL enforcing on the industry the          
requirement for GFCI technology.  The revised standard UL 1776 mandating the    
use of GFCIs on sprayer/washers has been issued, and the effective date for     
compliance is May 4, 2000.  This action expands the Company's opportunity to    
sell into this important market again, but the Company has no certainty of      
returning back to its previous revenue level in this market.                    

Another example is a Code requirement that became effective on January 1, 1991  
that requires a protective device to be incorporated into hair dryers, curling  
irons and crimpers to protect users from possible electrocution.  In response   
to this Code change, the Company developed a smaller GFCI plug that             
incorporates its patented GFCI/ALCI technology.  Additionally, the Company      
developed an Immersion Detection Circuit Interrupter ("IDCI") that can also be  
used to protect users of these products.                                        

Also, Article 625 of the 1996 Edition of the National Electrical Code requires  
electric vehicle ("EV") charging systems to include a system that will protect  
people against serious electric shock in the event of a ground fault.  The      
Company has shipped product to the majority of the major automobile             
manufacturers in support of their small EV production builds, and the Company   

 -5-
is active with various standards and safety bodies, relating to the electric    
vehicle, on a worldwide basis.  Sales for the Company's EV safety products      
remain relatively low due to the small number of electric vehicles produced.    
Improvements in battery technology, along with mandates from individual states  
for zero emission vehicles, are projected to make this a viable market in year  
2003.                                                                           

The Company currently manufactures and markets various portable GFCI, ALCI and  
ELCI products, such as plug-in portable adapters, several extension cord        
models in various lengths, various modules for OEM customers, and variations    
of such products for voltage differences in both the United States and foreign  
markets.  The Company has been issued several domestic and foreign patents      
on its portable GFCI which incorporate design features not available on any     
similar product known to the Company (see Patents, Licenses and Trademarks on   
page 9 for further information).  The Company has entered into seven license    
agreements and three sales and marketing agreements concerning the portable     
GFCI, ALCI and ELCI.  These agreements are with entities located in Australia,  
France, Italy, Japan, the United Kingdom and the United States and are for the  
purpose of market penetration in those areas where it would be difficult for    
the Company to compete on a direct basis.                                       

On February 16, 1999, the Company entered into a license agreement with         
Windmere-Durable Holdings, Inc. (the "Agreement"), which is filed herewith.     
Windmere-Durable Holdings, Inc. is a large Miami, Florida based manufacturer    
and distributor of a wide variety of, among other items, household appliances   
and portable personal care products utilizing electric current (e.g. washers    
and dryers, hair dryers and curlers, irons, food mixers and numerous other      
items), most of which are sold both domestically and internationally.  Under    
the Agreement, Windmere-Durable was granted a non-exclusive license to          
manufacture, have manufactured, use and sell the Company's line of              
"Fire Shield" products in exchange for royalties.                               

Military Products and Markets                                                   

The Defense Logistics Agency established a program rating system for its        
suppliers in 1995, and since its inception and for the fourth straight year,    
the Company was honored as a Best Value Medalist for the highest rating Gold    
Category, which signifies the Company's commitment to military contract         
performance.                                                                    

The Company is currently a supplier of control equipment used in engine         
generator systems purchased by the United States military and its prime         
contractors.  The term "control equipment" refers to the electrical controls    
used to control the electrical power output of the generating systems.  In      
general, the controls monitor and regulate the operation of generator mobile    
electric generating system sets.  Electric generating systems are basic to all  
branches of the military, and demand has remained relatively constant, unlike   
products utilized in armaments and missiles.  Sales are made either directly    
to the government for support parts or to prime contractors for new electric    
generator sets which incorporate the Company's products.  The Company is a      
qualified supplier for 37 control equipment products as required by the         
Department of Defense and is a supplier of the following types of control       
equipment, among others:  protective relays and relay assemblies,               
instrumentation transducer controls, fault locating panel indicators, current   
transformer assemblies for current sensing control and instrumentation, motor   
operated circuit breaker assemblies and electrical load board and voltage       

 -6-
change board assemblies.  These products are primarily furnished for spare      
parts support for existent systems in the military inventory.                   

In late 1989, the Company completed the redesign of the control equipment       
related to the Tactical Quiet Generator ("TQG") Systems program and provided    
prototype units to a prime contractor for testing, which was completed in the   
third fiscal quarter for the year ended March 31, 1992.  Subsequently, the      
Company received production orders for these products from the U.S.             
Government's prime contractor in the approximate amount of $7,500,000 covering  
the time period from August 1992 to October 1994 and an additional $4,900,000   
covering the time period August 1996 to July 1998.  All deliveries have been    
completed under these contracts.  The new contract that has been awarded by     
the U.S. Government for 5/10/15KW TQG Systems to the prime contractor is for    
a 10-year period with the last ordering period year being 2007.  The Company    
has received initial production releases for this new contract, valued at $1.9  
million, and shipments commenced in the 4th quarter of Fiscal Year 1999.  The   
estimated value of the new 10-year contract for the Company for its 5/10/15KW   
control equipment is $8.2 million.  As previously reported, the Company also    
received orders for approximately $6.3 million for the new 3KW military TQG     
Systems program.  Assuming successful completion of First Article Testing and   
release of the production phase of the initial contract, shipments of           
approximately 4,200 3KW TQG control equipment are now estimated to begin in     
March 2000.  The Company expects military sales to remain steady for Fiscal     
Year 2000 with potential strengthening in the fourth quarter to the extent that 
Shipments are made under the new 3KW TQ Program.                                

The Company continues to furnish various types of electrical power monitors     
for military Naval shipboard requirements.  The monitors are used on all        
classes of Naval surface vessels, such as minesweepers, destroyers guided       
missile cruisers and aircraft carriers in addition to other types of Naval      
vessels.  The monitors are furnished for new vessel production, retrofit        
upgrades and existent vessels requiring spare support parts.  The Company also  
supplies the military with electrical devices for control and monitoring of the 
on-board auxiliary power diesel electric generating system for the new C2v      
Armored Tactical Vehicle, Electronic Command Post System and the newly          
developed armored ambulances.  These devices include A.C. power monitor         
assemblies (which provide system protection and status display on on-board      
computers), generator voltage regulators, power transformers, A.C. overcurrent  
and short circuit protection monitor assemblies and current sensing             
transformers.  All of these products have met the high shock and vibration and  
endurance testing requirements during both highly accelerated stress screening  
tests and vehicle road testing at Aberdeen Proving Grounds.  The Company        
is now receiving order releases for the initial low rate production phase for   
C2v vehicles.                                                                   

The Company's contracts with the U.S. Government are on a fixed-price bid       
basis.  As with all fixed-price contracts, whether government or commercial,    
the Company may not be able to negotiate higher prices to cover losses should   
unexpected manufacturing costs occur.                                           

All government contracts contain a provision that allows for cancellation by    
the government "for convenience."  However, the government must pay for costs   
incurred and a percentage of profits expected if a contract is so canceled.     
Contract disputes may arise which could result in a suspension of such contract 
or a reduction in the amounts claimed.                                          

 -7-
Testing and Qualification                                                       

A number of the Company's commercial products must be tested and approved by    
UL or an approved testing laboratory.  UL publishes certain "Standards of       
Safety" which various types of products must meet and performs specific tests   
to ascertain whether a product meets the prescribed standards.  If a product    
passes these tests, it receives UL approval.  Once the Company's products have  
been initially tested and qualified by UL, they are subject to regular field    
checks and quarterly reviews and evaluations.  UL may withdraw its approval for 
such products if they fail to pass these tests and if prompt corrective action  
is not taken.  The Company's portable electrical safety products have received  
UL approval.  In addition, certain of the Company's portable GFCI, ALCI and     
ELCI products have successfully undergone similar testing procedures conducted  
by comparable governmental testing facilities in Europe, Canada and Japan.      

The Company's military products are subject to testing and qualification        
standards imposed by the United States Government.  The Company has             
established a quality control system which has been qualified by the United     
States Department of Defense to operate under the requirements of a             
particular specification (MIL-I-45208).  To the extent the Company designs      
a product which it believes to meet those specifications, it submits the        
product to the responsible government testing laboratory.  Upon issue of the    
qualification approval and source listing, the product is rarely subject to     
re-qualification; however, the military may disqualify a product if it is       
subject to frequent or excessive operational failures.  Further, the current    
specifications and requirements could be changed at any time, which would       
require the Company to redesign its existing products or develop new            
products which would have to be submitted for testing and qualification         
prior to their approval for purchase by the military or its prime               
contractors.  Certain contracts require witness testing and acceptance by       
government inspectors prior to shipment of the product.                         

The Company's wholly owned foreign subsidiary, TRC/Honduras S.A. de C.V. is an  
ISO 9002 certified manufacturing facility.                                      

Design and Manufacturing                                                        

The Company currently designs almost all of the products which it produces      
and generally will not undertake special design work for customers unless it    
receives a contract to produce the resulting products.  The Company continues   
to work with foreign licensees to design products for foreign markets.          
A significant number of the Company's commercial and military electronic        
products are specialized in that they combine both electronic and magnetic      
features in design and production.                                              

The business of an electronics manufacturer, such as the Company, primarily     
involves assembly of component parts.  The only products which the Company      
manufactures from raw materials are its transformers and magnetic products.     
The manufacture of such products primarily involves the winding of wire around  
magnetic steel cores.  Recently, in an effort to lower cost by vertical         
integration, the Company also molds its own plastic parts for its commercial    
product lines at its off-shore manufacturing facility in Honduras.  The         
remainder of the products which the Company manufactures are assembled from     
component parts produced by other manufacturers.                                

 -8-
On February 3, 1997, the Company's Board of Directors approved the              
incorporation of TRC Honduras, S.A. de C.V., a wholly owned subsidiary of       
Technology Research Corporation, for the purpose of manufacturing the Company's 
high-volume products. This decision was made in line with the Company's goal of 
always striving to improve quality, profit margins and customer satisfaction.   
TRC Honduras, S.A. de C.V. resides in a leased 42,000 square foot building      
located in ZIP San Jose, a free trade zone and industrial park, in San Pedro    
Sula, Honduras.  The lease is for a term of five years with an option to        
extend the lease for another five years.  The benefits of being located in a    
free trade zone include no Honduran duties on imported raw materials or         
equipment, no sales or export tax on exported finished product, a twenty year   
Honduran federal income tax holiday and a ten year Honduran municipal income    
tax holiday for the profits generated by the Honduran subsidiary, and various   
other benefits.                                                                 

The Company continues to manufacture its specialized military products and      
low-volume commercial products in its 43,000 square foot facility in            
Clearwater, Florida.                                                            

Patents, Licenses, and Trademarks                                               

The Company's President, Mr. Legatti, has designed for the Company and the      
Company has been issued four U.S. patents and two British, Canadian, Italian    
and Australian patents with respect to its portable GFCIs that have features    
not presently available on any similar product known to the Company.  Also,     
patents on the same device have been issued from France, Japan, Germany and     
three other countries.  The patents will be valid for 20 years in the United    
States running from January 1986.  Duration of patents in the other countries   
vary from 15 to 20 years.                                                       

The Company licenses its technology for use by others in exchange for a         
royalty or product purchases.  Licensees are located in Australia, France,      
Italy, Japan, the United Kingdom and the United States.  Each licensee agrees   
to pay the Company a royalty or purchase product based on schedules set forth   
in the applicable agreement.  The Company agrees to provide certain technical   
support and assistance to its licensees.  The licensees have agreed to          
indemnify and hold the Company harmless against any liability associated with   
the manufacture and sale of products subject to the license agreement,          
including but not limited to defects in materials or workmanship.               

The Company has no other patents on or licensee agreements with respect to      
its products or technology, but has registered its TRC trademark with the U.S.  
Office of Patents and Trademarks.                                               

Marketing                                                                       

The Company's products are sold throughout the world, primarily through an      
expanded in-house sales force, licenses and sales and marketing agreements.     
Although the Company will continue to market existing and new products through  
these channels, the Company is looking for other viable channels through which  
to market its products.  The Company relies significantly upon the marketing    
skills and experience, as well as the business experience, of the management    
of the Company in marketing its products.                                       

The Company complements its sales and marketing activity through the use of     
additional distributors and sales representative organizations.  The Company's  

 -9-
internal distribution division, TRC Distribution, is supported by 23            
independent sales representatives who sell to 445 electrical, industrial and    
safety distributors.                                                            

The Company also markets through OEMs that sell the Company's GFCI products     
under their own brand label.  Additionally, the Company has exhibited its GFCI  
products at numerous trade shows which have resulted in new commercial markets, 
including the recreational vehicle industry and the appliance industry.         

The Company utilizes primarily foreign licenses and sales and marketing         
agreements to market its products internationally (see Patents, Licenses and    
Trademarks for further information).  The Company's products have world-wide    
application, and the Company believes that international demand for these       
products will continue to contribute to the Company's growth.                   

The Company offers its customers no specific product liability protection       
except with regards to those customers that are specifically named as "Broad    
Form Vendors" under its product liability coverage.  The Company does extend    
protection to purchasers in the event there is a claimed patent infringement    
that pertains to the Company's portion of the final product.  The Company also  
carries product and general liability insurance for protection in such cases.   

Major Customers and Exports                                                     

Individual customers and aggregate exports which accounted for 10% or more of   
sales were:                                                                     
                           Year ended March 31
Customer                         1999         1998         1997       
--------                         ----         ----         ----       
Xerox Corporation                 $ 1,934,740    2,838,905    2,529,398         
Noma Appliance & Electric, Inc.                                                 
Noma Appliance, Inc.                                                        
f/k/a Fleck Manufacturing, Inc.                                         
(a Xerox Corporation supplier)   1,623,904    1,666,516    1,776,424      
Other Xerox suppliers                 124,473      133,044      802,800         
Fermont Division                    1,397,211    2,817,079    1,434,422         
                           ---------    ---------    ---------
                         $ 5,080,328    7,455,544    6,543,044
Exports:                            =========    =========    =========         
Canada                        $ 1,794,855    1,894,215    1,831,898     
Far East                          394,156      486,277    1,057,605     
Europe                          2,787,224    2,554,772    1,396,823     
Mexico                            711,067      979,187      736,992     
Australia                         117,754      218,530      150,760     
South America                      37,383       20,994       82,838     
Middle East                         2,067        3,397        5,324     
                           ---------    ---------    ---------
Total exports             $ 5,844,506    6,157,372    5,262,240 
                           =========    =========    =========
Overall, the Company's exports were down approximately 5% in Fiscal Year 1999,  
compared to the Company's prior fiscal year, due to Xerox Corporation and       
its suppliers whose sales were down from the previous fiscal year by            
approximately $1.0 million with the majority of the shortfall coming from the   
second half of the Company's fiscal year.  Xerox and its suppliers accounted    
for approximately 22% of the Company's sales for Fiscal Year 1999, compared to  
approximately 26% for the prior fiscal year, and because they account for such  
a large percentage of the Company's sales, the loss of Xerox as a customer      
would have a material adverse effect on the Company's business.  Excluding      

  -10-
Xerox, exports to the Company's international OEM customers were stronger for   
Fiscal Year 1999 compared to the Company's prior fiscal year.                   

The Company's military product sales are primarily to OEM prime contractors     
and secondarily to military procurement logistic agencies for field service     
support on previously shipped systems.  In Fiscal Year 1999, military sales     
were approximately 19% of total sales, compared to 26% in the prior year.  The  
decrease was primarily due to the level of sales with Fermont Division, the     
U.S. Government's prime contractor for the 5/10/15/30/60KW Tactical Quiet       
Generator Systems Program.  (See MD&A discussion for more detail).  Sales to    
Fermont Division were $1,397,211 in Fiscal Year 1999 compared to $2,817,079 in  
the prior fiscal year.                                                          

The Company has no relationship with any of its customers except as a           
supplier of product.                                                            

Competition                                                                     

The commercial and military business of the Company is highly competitive.      

In the commercial market, the Company has significant competition, except       
with respect to the "Fire Shield" products.  The Company believes, however,     
that product knowledge, patented technology, ability to respond quickly to      
customer requirements, positive customer relations, price, technical            
background and industry experience are major competitive factors, and that it   
competes favorably with respect to these factors.  In addition, the Company's   
patented GFCI technology utilizes, in certain adaptations, waterproofing, a     
retractable ground pin and "trip mechanism" techniques, each of which           
provides the Company, in the judgment of its management, with a current         
competitive advantage.                                                          

In the military market, the Company's products must initially pass              
government specified tests.  The Company must compete with other companies,     
some being larger and some smaller than the Company, acting as suppliers of     
similar products to prime government contractors.  The Company believes that    
knowledge of the procurement process, engineering and technical support, price  
and delivery are major competitive factors in the military market.  The Company 
believes that it has strength in all of these areas due to senior management's  
involvement in the government procurement process and experience in the design  
engineering requirements for military equipment.  A substantial portion of      
spare part procurement is set aside for small business concerns, which are      
defined in general as entities with fewer than 1,000 employees.  Because the    
Company is classified as a small business concern, it qualifies for such set    
aside procurements for which larger competitors are not qualified.  The entry   
barriers to the military market are great because of the need, in most cases,   
for products to pass government tests and qualifications.                       

Research, Development and Engineering                                           

The Company employs 18 persons in the Engineering Department, all of whom       
are engaged either full or part-time in research and development activities.    
This department is engaged in designing and developing new commercial and       
military products and improving existing products to meet the needs of the      
Company's customers.                                                            

  -11-
In connection with its efforts in developing the GFCI product, the Company      
believes that the increasing use of portable GFCI protection will provide       
new markets for the commercial marketplace, and accordingly, the Company has    
modified its GFCI designs to fit these markets and new applications.  There can 
be no assurance, however, that the Company can maintain its sales levels in the 
commercial market in view of the possibility that an increased level of         
competition may develop.                                                        

The Company spent $1,107,253 in Fiscal Year 1999, $1,223,422 in Fiscal Year     
1998 and $1,147,630 in Fiscal Year 1997 on research, development and            
engineering activities.  None of these activities were sponsored or financed    
by customers, and all are expensed as incurred.  The Company anticipates        
spending levels to remain constant in the new fiscal year.                      

Employees                                                                       

As of March 31, 1999, the Company employed 113 persons on a full time basis,    
and of that total, 70 employees were engaged in manufacturing operations, 18 in 
engineering, 15 in marketing and 10 in administration.                          

The Company's subsidiary employed 405 persons on a full time basis as of        
March 31, 1999, and of that total, 400 employees were engaged in manufacturing  
operations and 5 in administration.                                             

None of the Company's employees are represented by a collective bargaining      
unit, and the Company considers its relations with employees to be stable.      

ITEM 2.  PROPERTIES                                                             

The Company's executive offices and U.S. manufacturing facility are located on  
4.7 acres of leased land in the St. Petersburg-Clearwater Airport Industrial    
Park.  The lease, with options, extends for 40 years until 2021 and is subject  
to certain price escalation provisions every five years.  This leased land is   
adequate to enable the Company to expand this facility to 60,000 square feet.   
The present facility provides a total of 43,000 square feet, including 10,000   
square feet of offices and engineering areas, as well as 23,000 square feet of  
production areas and 10,000 square feet of warehouse space.                     

In March 1997, the Company entered into a five year lease agreement with        
ZIP San Jose, an industrial park located in San Pedro Sula, Honduras, for a     
42,000 square foot building in which the Company manufactures its high-volume   
products.  The Company has the option of extending the lease another five years 
if it wishes.  Lease payments began in May 1997 and continue through July 2002. 

ITEM 3.  LEGAL PROCEEDINGS                                                      

The Company is involved in various claims and legal actions arising in the      
ordinary course of business.  In the opinion of the Company, the ultimate       
disposition of these matters will not have a material adverse effect on the     
Company.                                                                        

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

No matters were submitted to a vote of security holders during the fourth       
quarter of the fiscal year ended March 31, 1999.                                

  -12-
Part II     

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER      
MATTERS                                                       

The Company's shares of Common Stock are registered under 12(g) of the          
Securities Exchange Act of 1934 and are traded in the over-the-counter market   
utilizing the NASDAQ trading system, to which the Company gained admittance in  
December 1984, under the symbol "TRCI".  In November 1995, NASDAQ approved the  
Company's application for listing on the National Market.  The following tables 
set forth a range of high and low market prices for the Company's Common Stock  
for the fiscal years ended March 31, 1999, 1998 and 1997 as reported by the     
NASDAQ system.                                                                  

                               Market Price             Cash
Fiscal Year Ended                       High       Low          Dividends       
March 31, 1999:                                                                 
First Quarter    .................    2 1/2     1 1/16         $   -        
Second Quarter   .................    2 27/32   1 9/16             -        
Third Quarter    .................    2         15/16              -        
Fourth Quarter   .................    1 3/8     1                  -        
                                                       -----
                                                       $   -
March 31, 1998:                                                                 
First Quarter    .................    4 1/8     3 1/16         $ .06        
Second Quarter   .................    4 1/2     3 9/16           .06        
Third Quarter    .................    4 9/16    3                .06        
Fourth Quarter   .................    3 7/16    1 15/16            -        
                                                       -----
                                                       $ .18
March 31, 1997:                                                                 
First Quarter    .................    6 1/4     4 1/2          $ .06        
Second Quarter   .................    5 3/8     3 7/8            .06        
Third Quarter    .................    4 5/8     4                .06        
Fourth Quarter   .................    4 9/16    3 13/16          .06        
                                                       -----
                                                       $ .24

As of May 28, 1999, the approximate number of the Company's shareholders was    
530.  This number does not include any adjustment for shareholders owning       
common stock in the Depository Trust name or otherwise in "Street" name,        
which the Company believes represents an additional 2,500 shareholders.         

The Company's authorized capital stock, as of May 28, 1999, consisted of        
10,000,000 shares of authorized common stock, par value $.51, of which          
5,455,756 shares were issued and outstanding.                                   

On March 16, 1998, the Company announced that its Board of Directors suspended  
its fourth quarter dividend.  The Company's Board of Directors review the       
Company's dividend policy on a quarterly basis and make a determination at      
such time as to whether the Company will resume payment of a dividend based on  
the Company's cash and earnings position.  The Company did not declare any      
dividends during Fiscal Year 1999 but did declare dividends of $.18 per share   
during Fiscal Year 1998 and $.24 per share during Fiscal Year 1997.             

  -13-
ITEM 6.  SELECTED FINANCIAL DATA                                                

                    1999       1998       1997       1996       1995
                    ----       ----       ----       ----       ----
Year ended March 31:                                                            

Operating revenues $ 17,211,014 18,430,951 15,385,571 17,379,221 21,772,956 

Gross profit       $  4,078,461  4,836,280  4,747,997  5,895,687  5,246,105 

Net income (loss)  $     15,892   (196,314)   566,658  2,038,785  1,867,957 

Basic earnings                                                              
 per share        $          -       (.04)       .11        .39        .36

Weighted average number                                                     
of common shares                                                        
 outstanding         5,455,756  5,332,571  5,321,698  5,281,932  5,159,614

Diluted earnings                                                            
 per share        $          -       (.04)       .10        .38        .35

Weighted average number                                                     
of common and                                                           
equivalent shares                                                       
 outstanding         5,476,134  5,332,571  5,441,620  5,404,885  5,339,953

Cash dividends                                                              
 declared         $          -        .18        .24        .24          -

March 31:                                                                       

Working capital    $  6,899,677  6,875,679  9,651,145 10,931,740 10,089,672 

Total assets       $ 15,146,175 15,746,818 15,637,949 15,380,590 14,813,938 

Current                                                                     
 liabilities      $  3,521,949  4,243,200  2,903,154  1,867,678  2,119,000

Long-term debt     $     56,250    131,250    206,250    281,350    356,350 

Total liabilities  $  3,578,199  4,374,450  3,109,404  2,149,028  2,475,350 

Retained earnings  $  1,257,068  1,241,176  2,397,353  3,108,371  2,340,267 

Total stockholders'                                                       
equity             $ 11,567,976 11,372,368 12,528,545 13,231,562 12,338,588 

  -14-
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
RESULTS OF OPERATIONS                                         

Operating Results:                                                              

Fiscal Years 1999 and 1998 Comparison                                           

The Company's operating revenues (net sales and royalties) for the fourth       
quarter ended March 31, 1999 were $4,276,183, compared to $4,415,303 reported   
in the same quarter last year, a decrease of approximately 3%.  The Company     
lost $237,980 for the fourth quarter, compared to a loss of $466,204 for the    
same quarter last year, the difference primarily being an income tax benefit    
of $308,688, which was recorded in the current year's quarter.  Basic and       
diluted earnings (loss) were $(.04) per share for the fourth quarter, compared  
to $(.09) per share for the same quarter last year.  The loss in the fourth     
quarter was primarily due to revenue level, continued manufacturing             
inefficiencies and a physical inventory charge of approximately $250,000        
recorded by the Company's off-shore manufacturing facility in Honduras.  In     
March 1999, the Company replaced the General Manager of its Honduras operation. 

The Company's operating revenues (net sales and royalties) for the year ended   
March 31, 1999 were $17,211,014, compared to $18,430,951 reported in the same   
period last year, a decrease of approximately 7%.  The Company earned $15,892   
for the year, compared to a loss of $196,314, for the same period last year,    
and basic and diluted earnings were $.00 per share for the year, compared to    
basic and diluted earnings (loss) of $(.04) per share for the same period last  
year.                                                                           

The decline in revenues for the year ended March 31, 1999, as compared to the   
same period last year, was due to a decrease in military sales and royalties of 
$1,476,891 and $237,871, respectively.  Total commercial sales were up $494,825 
even though sales to Xerox Corporation, the Company's largest customer, were    
down $1,081,566 for the year.                                                   

The Company's primary commercial distribution strategy of forming alliances     
with companies that have a significant market presence, for which the Company's 
products are used, contributed to the overall increase in commercial business.  
The result, excluding Xerox, was that the Company's international sales         
increased $337,503 and domestic sales increased $1,238,888 over the prior year. 
The Company is optimistic that this strategy will continue to produce growth    
in its domestic and international commercial business.  The Company continues   
new product development for Xerox, and indications are sales to Xerox and its   
suppliers should increase in the second half of Fiscal Year 2000.               

The decrease in military sales for Fiscal Year 1999 was mainly due to the       
Company completing the previous contract related to the 5/10/15/30/60KW         
Tactical Quiet Generator ("TQG") Systems program.  The new contract that has    
been awarded to the prime contractor by the U.S. Government for 5/10/15KW TQG   
Systems is for a 10-year period with the last ordering period year being        
2007.  The Company has received initial production releases for this new        
contract, valued at $1.9 million, and shipments commenced in the 4th quarter of 
Fiscal Year 1999.  The estimated value of the new 10-year contract for the      
Company for its 5/10/15KW control equipment is $8.2 million.  As previously     
reported, the Company also received orders for approximately $6.3 million for   
the new 3KW military TQG Program.  Assuming successful completion of First      
Article Testing and release of the production phase of the initial contract,    
shipments of approximately 4,200 3KW TQG control devices are now estimated to   
begin in March 2000.  The Company expects military sales to remain steady for   

  -15-
Fiscal Year 2000 with potential strengthening in the fourth quarter to the      
extent that shipments are made under the new 3KW TQ Program.                    

Royalty income was higher in Fiscal Year 1998 due to licensing fees of $135,000 
from Yaskawa Control Company of Japan and a one-time final royalty payment of   
$100,000 from Windmere Corporation recorded in the first quarter of that year.  
The Company expects royalty income to remain constant over the coming year.     

The Company's Fiscal Year 1999 business plan called for a reduction in          
operating expenses of $800,000, and for the year ended March 31, 1999, the      
Company reduced its operating expenses by $988,544, compared to the prior year. 
The Company will continue this initiative in Fiscal Year 2000 in an effort to   
bring expense in line with revenue.                                             

The Company's gross profit margin was approximately 24% of net sales for Fiscal 
Year 1999 compared to 27% for the prior year.  The difference was primarily     
due to weaker profit margins resulting from the price reduction to Xerox        
Corporation and manufacturing inefficiencies, inventory adjustments and         
the Company restructuring its manufacturing operations from a contract          
manufacturer in China to its wholly owned subsidiary in Honduras.  The Company  
believes this restructuring will ultimately result in lower duty, freight and   
product costs thus positioning the Company to remain competitive in the future. 

Selling, general and administrative expenses for Fiscal Year 1999 were          
$3,150,830, compared to $4,023,205 for the prior year, a decrease of            
approximately 22%.  Selling expenses were $1,766,018 for Fiscal Year 1999,      
compared to $2,710,774 for the prior year, a decrease of approximately 35%,     
reflecting lower group insurance and advertising costs. General and             
administrative expenses were $1,384,812 for Fiscal Year 1999, compared to       
$1,312,431 for the prior year, an increase of approximately 6%, reflecting      
higher professional fees and higher salary related expenses due to a greater    
number of employees in the department.                                          

Research, development and engineering expenses for Fiscal Year 1999 were        
$1,107,253, compared to $1,223,422 for the prior year, a decrease of            
approximately 9%, reflecting lower UL fees and lower salary related expenses    
due to fewer number of employees in the department.                             

Interest expense, net of interest and sundry income, for Fiscal Year 1999 was   
$106,133, compared to $4,462 for the prior year, reflecting higher interest     
expense, due to the Company using its line of credit, and lower returns and     
average balances on the Company's cash investments.                             

Income tax benefit for Fiscal Year 1999 was $210,352 and was based on the       
Company's U.S. loss of $523,114.  Due to provisions in the Honduran tax code,   
the Company's wholly owned foreign subsidiary, TRC Honduras S.A. de C.V.,       
benefits from a 20-year income tax holiday; therefore, no income tax expense    
was recorded on the profit of $328,653 recognized by the subsidiary.            

  -16-
Fiscal Years 1998 and 1997 Comparison                                           

The Company's operating revenues (net sales and royalties) for the fiscal year  
ended March 31, 1998 ("Fiscal Year 1998") were $18,430,951, compared to         
$15,385,571 reported for the Company's fiscal year ended March 31, 1997         
("Fiscal Year 1997"), an increase of approximately 20%. The Company lost        
$196,314 for Fiscal Year 1998, compared to earning $566,658 for Fiscal Year     

1997, and basic and diluted earnings were $(.04) per share for Fiscal Year      
1998, compared to basic earnings of $.11 per share and diluted earnings of      
$.10 per share for Fiscal Year 1997. Common and equivalent shares outstanding   
were comparable from year to year.                                              

The Company's higher revenues for Fiscal Year 1998 were due to commercial sales 
increasing by $631,171 and military sales increasing by $2,467,020 over the     
prior year.  The increase in commercial sales was primarily due to the level    
of business with the Company's international OEM customers while sales to the   
Company's domestic OEM customers were flat during Fiscal Year 1998.  Sales to   
Xerox Corporation and its suppliers decreased by $343,969 primarily due to      
a price reduction which went into effect August 1, 1997.  The increase in       
military sales was primarily due to the Company being in full production of the 
products related to the Tactical Quiet Generator Systems program.               

Royalty income was down, as expected, by $52,811 due to less royalties from     
Windmere Corporation.  In April 1997, the Company agreed to accept a final      
payment of $100,000 from Windmere to license the Company's products with the    
understanding that no future royalties would be paid to the Company.  On        
May 17, 1997, the Company granted an exclusive license to Yaskawa Control of    
Japan for the Company's full line of commercial electrical protection devices   
and the Company's protective devices for the electric vehicle charging systems. 
The Company received a licensing fee of $125,000 from Yaskawa Control in Fiscal 
Year 1998 which substantially offset the loss of royalty income from Windmere   
Corporation.                                                                    

Although the Company's revenues were higher for Fiscal Year 1998, compared to   
Fiscal Year 1997, net income decreased as a result of higher period expenses    
and lower gross margins.  Higher period expenses were primarily due to the      
Company's special marketing programs, and lower gross margins were a result of  
manufacturing inefficiencies and inventory adjustments related to the Company   
restructuring its manufacturing operations from a contract manufacturer in      
China to its wholly owned subsidiary in Honduras(see next paragraph).  The      
lower gross margins resulted from approximately $1,200,000 of additional        
manufacturing cost variances incurred for the Company to produce its products   
in Fiscal Year 1998, compared to the prior year, with the majority of these     
variances occurring in the third and fourth quarters.                           

The Company's wholly owned subsidiary, TRC Honduras, S.A. de C.V., recorded a   
loss of $375,264 for Fiscal Year 1998.  As part of the Company's on-going       
plan to produce its high-volume products at its Honduran subsidiary, the        
Company added six additional products to the production process in Honduras in  
the third quarter.  Unfortunately, the manufacturing complexities associated    
with adding these additional products caused its subsidiary not to meet its     
production shipment plan for the third and fourth quarters, and the result was  
that additional product continued to be produced at the Company's Clearwater    
facility causing the use of temporary employees and heavy overtime as well as   
higher labor rates in order to meet customer delivery commitments.              

  -17-
The Company's gross profit margin was approximately 27% of net sales for Fiscal 
Year 1998 compared to 32% for the prior year.  The difference was primarily     
due to weaker profit margins resulting from the price reduction to Xerox        
Corporation and manufacturing inefficiencies, inventory adjustments and         
the Company restructuring its manufacturing operations from a contract          
manufacturer in China to its wholly owned subsidiary in Honduras.               

Selling, general and administrative expenses for Fiscal Year 1998 were          
$4,023,205, compared to $3,458,872 for the prior year, an increase of           
approximately 16%.  Selling expenses were $2,710,774 for Fiscal Year 1998,      
compared to $2,257,128 for the prior year, an increase of approximately 20%,    
reflecting expenses related to the marketing of the "Fire Shield" products and  
the consumer marketing program.  General and administrative expenses were       
$1,312,431, compared to $1,201,744 for the prior year, an increase of           
approximately 9%, reflecting the additional administration expenses of the      
Company's Honduran subsidiary.                                                  

Research, development and engineering expenses for Fiscal Year 1998 were        
$1,223,422, compared to $1,147,630 for the prior year, an increase of           
approximately 7%, reflecting primarily higher salary expenses related to a      
a greater number of employees in the department.                                

Interest expense, net of interest and sundry income, for Fiscal Year 1998 was   
$4,462, compared to interest and sundry income, net of interest expense, of     
$173,670 for the prior year, reflecting higher interest expense, due to the     
Company using its line of credit, and lower returns and average balances on     
the Company's short-term investments.                                           

Income tax expense for Fiscal Year 1998 was $110,671, compared to $130,484 in   
the prior year, which was based on U.S. income before income tax of $289,621    
and $697,142, respectively.  The Internal Revenue Code does not allow a tax     
benefit for losses on foreign subsidiaries, and no tax benefit is available in  
Honduras.  For this reason, the Company did not record any tax benefit from     
the loss of $375,264 recorded by TRC Honduras S.A. de C.V., the Company's       
wholly owned foreign subsidiary.  The actual tax rate for Fiscal Year 1997      
was less than the expected tax rate, primarily due to the Company receiving     
a favorable ruling from the State of Florida regarding the apportionment        
of sales.                                                                       

Liquidity and Capital Resources                                                 

As of March 31, 1999, the Company's cash and cash equivalents decreased to      
$1,653,952 from the March 31, 1998 total of $1,153,798 and short term           
investments of $1,033,902.  The short term investments were comprised of U.S.   
Treasury Bills.                                                                 

On August 28, 1999, the Company expects to renew its commercial line of credit, 
which is currently $2,500,000, with its institutional lender for another year,  
maturing in August 2000.  The Company continues to have the option of borrowing 
at the lender's prime rate of interest or the 30-day London Interbank Offering  
Rate (L.I.B.O.R.) plus 175 basis points.  The Company also has available a      
Banker's Acceptance agreement which gives the Company the option of borrowing   
up to $750,000 under the line of credit with the interest rate being determined 
by the lender's International Division at the time of borrowing.  The Company's 
debt from advances on its line of credit was $2,450,100 as of March 31, 1999.   

  -18-
The Company's working capital increased by $23,998 to $6,899,677 at March       
31, 1999, compared to $6,875,679 at March 31, 1998.  The Company believes cash  
flow from operations, the available bank line, and its short term investments   
and current cash position will be sufficient to meet its working capital        
requirements for the immediate future.                                          

The mortgage payable to the Company's institutional lender as of March 31, 1999 
was $131,250, compared to $206,250 at March 31, 1998, reflecting the Company's  
payments on principal for the twelve-month period.                              

On March 16, 1998, the Company announced that its Board of Directors suspended  
its fourth quarter dividend.  The Company's Board of Directors review the       
Company's dividend policy on a quarterly basis and make a determination at      
such time as to whether the Company will resume payment of a dividend based on  
the Company's cash and earnings position.  The Company did not declare any      
dividends during Fiscal Year 1999 but did declare dividends of $.18 per share   
during Fiscal Year 1998 and $.24 per share during Fiscal Year 1997.             

Year 2000 Issues                                                                

The Year 2000 issue is a result of certain microprocessors and computer         
programs that were designed using two digits rather than four to define the     
applicable year.  Computer programs that have time sensitive software may       
recognize a date using "00" as the year 1900 rather that the year 2000.  This   
could result in a system failure or miscalculation causing disruptions to       
operations including, among other things, a temporary inability to process      
transactions, send invoices or engage in similar activities.                    

The Company is continually working to resolve the potential risks and concerns  
of the Year 2000 issues.  The Company has made progress in assessing and        
implementing systems to be Year 2000 ready completing the conversion of its     
major business computer systems to be Year 2000 ready on January 1, 1999 at its 
U.S. facility and on July 4, 1998 at its Honduran facility.                     

None of the Company's products are Year 2000 sensitive, so the total cost of    
the Year 2000 project has been minimal so far at approximately $10,000.  The    
Company expensed all costs associated with these system changes as the costs    
were incurred, and they were funded through operating cash flows.  Since the    
Company's major computer systems are already Year 2000 compliant, the Company   
does not foresee the need of a contingency plan for those minor systems that    
are not significant enough to disrupt the Company's business.                   

The Company is also assessing the readiness of its significant suppliers, which 
if not Year 2000 ready, could have a material adverse effect on the Company's   
operations.  The Company believes that if certain suppliers were not Year 2000  
ready, then alternate arrangements could be made to alleviate any material      
impact on operations.                                                           

Achieving Year 2000 compliance is dependent on many factors, some of which are  
not completely within the Company's control.  There can be no assurances that   
the Company will be able to identify all aspects of its business that are       
subject to Year 2000 problems, specifically those related to suppliers that     
could have a material effect on the Company.  As a contingency plan, the        
Company will maintain sufficient inventory of those parts with long lead times  
that are critical to the manufacturing process.                                 

  -19-
NEW ACCOUNTING STANDARDS                                                        

In 1999, the Company adopted SFAS No. 130, Reporting Comprehensive Income.      
SFAS No. 130 establishes standards for reporting and presentation of            
comprehensive income and its components to a full set of financial statements.  
The Statement requires only additional disclosures in the financial statements; 
it does not affect the Company's financial position or results of operations.   
The Company has no components of comprehensive income, therefore the adoption   
of this standard did not have any effect on the consolidated financial          
statements.                                                                     

In June 1997, the FASB issued SFAS No. 131, Disclosures About Segments of an    
Enterprise and Related Information.  SFAS No. 131 which is effective for fiscal 
years beginning after December 15, 1997,changes the way public companies report 
information about segments of their business in their annual financial          
statements and  requires them to report selected segment information in their   
quarterly reports issued to shareholders. The Company operates in a single      
segment of business. Therefore, there was no effect on the Company's            
consolidated financial statements from the adoption of SFAS 131.                

In 1998, the FASB issued 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 on the balance 
sheet and measure those instruments at fair values. The Company will be         
required to adopt this standard for financial statements issued beginning the   
first quarter of fiscal year 2002. The Company has not historically had         
derivative financial instruments, therefore, the adoption of this standard is   
not expected to have any effect on the consolidated financial statements.       

Safe Harbor Statement                                                           

The statements in this report that relate to future plans, expectations,        
events, performance and the like are forward-looking statements, within the     
meaning of the Private Securities Litigation Reform Act of 1995 and the         
Securities Exchange Act of 1934.  Actual results or events could differ         
materially from those described in the forward-looking statements due to a      
variety of factors, including those set forth in the Company's reports on       
Form 10-K and 10-Q filed with the Securities and Exchange Commission.           

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

Response to this item is submitted in a separate section of this report         
starting at Page F-1.                                                           

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING            
AND FINANCIAL DISCLOSURE                                      

None.                                                                           

  -20-
PART III    

Part III of this Form 10-K is incorporated by reference from the registrant's   
Proxy Statement for the Annual Meeting of Shareholders to be held on August     
26, 1999.                                                                       

PART IV     

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K       

(A)  1.   Consolidated Financial Statements                           Page      
of Technology Research Corporation:                   

    Independent Auditors' Report  .............................. F-1

    Balance Sheets--March 31, 1999 and 1998  ................... F-2

Statements of Operations--Years Ended                       
      March 31, 1999, 1998, and 1997  .......................... F-3

Statements of Stockholders' Equity--Years Ended             
      March 31, 1999, 1998, and 1997  .......................... F-4

Statements of Cash Flows--Years Ended                       
      March 31, 1999, 1998, and 1997  .......................... F-5

    Notes to Financial Statements  ............................. F-6

2.  The following Consolidated Financial Schedules for the years ended
March 31, 1999, 1998, and 1997 are submitted herewith         

   Schedule II--Valuation and Qualifying Accounts  ............ F-20

All other schedules are omitted because they are not                            
applicable or the required information is shown in            
the financial statements or notes thereto.                    

3.  Exhibits included herein:  (See Next Page)                        

(B)  Reports on Form 8K                                                         

 No reports on Form 8K have been filed by the registrant during the last
quarter of the fiscal year.                                           

  -21-
INDEX TO EXHIBITS (Item 14(A)3)                                                 

Exhibit                                                                         

(3)    (a)  Articles of Incorporation and By-Laws*                              
(b)  Certificate of Amendment to the Articles of Incorporation,   
dated September 24, 1990***                             
(c)  Certificate of Amendment to the Articles of Incorporation,   
dated September 24, 1996***                             

(10)   Material contracts:                                                      

(a)  License Agreement, dated as of January 1, 1985, between the  
       Company and Societe BACO, a French corporation, granting BACO a
      non-exclusive right to manufacture the Company's GFCI products
    in France, and the non-exclusive right to sell GFCI products
other than in North America.*                           

(b)  License Agreement between the Company and B & R Electrical   
Products, Ltd., an English corporation ("B & R") dated  
      January 1, 1985, granting B & R a limited exclusive license to
      manufacture GFCI products within the United Kingdom and a non-
     exclusive license to market other such products other than in
North America.*                                         

(c)  License Agreement, dated as of January 8, 1987, between the  
     Company and HPM INDUSTRIES PTY LTD, an Australian corporation
        ("HPM"), granting to HPM an exclusive license to manufacture and
       sell GFCI products in Australia, New Zealand, New Guinea, Papua
and Fiji.*                                              

(f)  Incentive Stock Option Plan, dated October 15, 1981.*        

   (g)  The 1993 Incentive Stock Option Plan, which was previously filed
      with and as part of the Registrant's Registration Statement on
Form S-8 (No. 33-62397).                                

    (h)  Non-Qualified Stock Option Agreements, dated as of various dates,
 between the Company and each of its current directors and
        officers, as well as two independent consultants, an independent
     entity which had provided the Company with certain technology
rights and certain former directors.*                   

 (i)  The 1993 Amended and Restated Non-Qualified Stock Option Plan,
       which was previously filed with and as part of the Registrant's
Registration Statement on Form S-8 (No. 33-62379).      

(j)  $600,000 Loan Agreement, dated January 8, 1993, between the  
Company and First Union National Bank of Florida.***    

  (k)  $2,500,000 Revolving Credit Agreement, dated November 12, 1993,
        between the Company and First Union National Bank of Florida.***

  -22-
 (l)  License Agreement, dated May 17, 1997, between the Company and
    Yaskawa Controls Company, Ltd., a Japanese company, granting
          Yaskawa an exclusive right to market and manufacture the Company's
 products developed for use in electrical vehicle charging
systems.***                                             

 (m)  Sales and Marketing Agreement, dated May 17, 1997, between the
       Company and Yaskawa Controls Company, Ltd., a Japanese company,
    granting Yaskawa exclusive sales and marketing rights to the
        Company's full line of commercial electrical protection devices,
        including "Fire Shield", "Shock Shield" and "Electra Shield".***

  (n)  License Agreement, dated February 16, 1999, between the Company
       and Windmere-Durable Holdings, Inc. granting Windmere-Durable a
        non-exclusive license to manufacture, have manufactured, use and
sell the Company's line of "Fire Shield" products.***** 

(23)   Consents of Experts and Counsel:                                         

(a)  Consent of Independent Certified Public Accountants. *****   

*    Previously filed with and as part of the Registrant's Registration 
Statement on Form S-1 (No. 33-24647).                         

**    Previously filed with and as a part of the Registrant's Registration
Statement on Form S-1 (No. 33-31967).                         

***    Previously filed with and as part of the Registrant's Annual Report  
on Form 10-K.                                                 

****    Previously filed with and as part of the Registrant's Post-Effective  
Amendment No. 1 to Form S-1 (No. 33-31967)                    

*****    Filed herewith.                                                        

  -23-
      Independent Auditors' Report

The Board of Directors and Stockholders                                         
Technology Research Corporation:                                                

We have audited the consolidated balance sheets of Technology Research          
Corporation and subsidiary as listed in the accompanying index.  In connection  
with our audits of the consolidated financial statements, we also have audited  
the financial statements schedule as listed in the accompanying index.  These   
consolidated financial statements and financial statements schedule are the     
responsibility of the Company's management.  Our responsibility is to express   
an opinion on these consolidated financial statements and financial statement   
schedule based on our audits.                                                   

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of Technology Research 
Corporation and subsidiary as of March 31, 1999 and 1998, and the results of    
their operations and their cash flows for each of the years in the three-year   
period ended March 31, 1999, in conformity with generally accepted accounting   
principles.  Also in our opinion, the related financial statement schedule,     
when considered in relation to the basic consolidated financial statements      
taken as a whole, presents fairly, in all material respects, the information    
set forth therein.                                                              

                                        KPMG LLP

St. Petersburg, Florida                                                         
April 30, 1999                                                                  

 F-1
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
     Consolidated Balance Sheets
     March 31, 1999 and 1998

               Assets                                1999         1998
Current assets:                                           ----         ----     
 Cash and cash equivalents                         $  1,653,952    1,153,798
   Short-term investments (note 2)                            -    1,033,902
Accounts receivable, less allowance for doubtful accounts of          
        $63,700 in 1999 and $64,700 in 1998 (note 6)  3,120,256    2,711,056
   Income tax receivable                                332,422      253,019
   Inventories (notes 3 and 6)                        4,724,182    5,325,409
   Prepaid expenses and other current assets             75,804      235,595
   Deferred income taxes (note 4)                       515,010      406,100
                                                     ----------   ----------
                  Total current assets               10,421,626   11,118,879
                                                     ----------   ----------
Property, plant and equipment (notes 5 and 6)           9,806,134    9,033,808  
   Less accumulated depreciation                      5,205,162    4,476,692
                                                     ----------   ----------
                  Net property, plant and equipment   4,600,972    4,557,116
                                                     ----------   ----------
Deferred income taxes (note 4)                                  -       55,928  
Other assets                                              123,577       14,895  
                                                     ----------   ----------
                                                        123,577       70,823
                                                     ----------   ----------
                                                   $ 15,146,175   15,746,818
                                                     ==========   ==========
Liabilities and Stockholders' Equity                                  

Current liabilities:                                                            
   Current installments of debt (note 6)           $  2,525,100    2,525,100
   Trade accounts payable                               649,252    1,216,624
Accrued expenses:                                                     
        Compensation                                    232,972      372,218
        Other                                            99,012       83,645
   Dividends payable                                     15,613       45,613
                                                     ----------   ----------
                  Total current liabilities           3,521,949    4,243,200
Debt, excluding current installments (note 6)              56,250      131,250  
                                                     ----------   ----------
                  Total liabilities                   3,578,199    4,374,450
                                                     ----------   ----------
Stockholders' equity (note 7):                                                  
Common stock, $.51 par value.  Authorized                             
10,000,000 shares; issued and outstanding                             
   5,455,756 in 1999 and 5,332,571 in 1998            2,782,435    2,719,611
   Additional paid-in capital                         7,528,473    7,411,581
   Retained earnings                                  1,257,068    1,241,176
                                                     ----------   ----------
                  Total stockholders' equity         11,567,976   11,372,368
                                                     ----------   ----------
Commitments and contingencies (notes 8, 10 and 11)                              
                                                   $ 15,146,175   15,746,818
                                                     ==========   ==========
See accompanying notes to consolidated financial statements.                    

 F-2
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
     Consolidated Statements of Operations
     Years ended March 31, 1999, 1998 and 1997

                                        1999         1998         1997
Operating revenues:                          ----         ----         ----     
 Net sales (note 9)                   $ 17,119,719   18,101,785   15,003,594
 Royalties                                  91,295      329,166      381,977
                                        ----------   ----------   ----------
                                        17,211,014   18,430,951   15,385,571
                                        ----------   ----------   ----------
Operating expenses:                                                             
 Cost of sales                          13,041,258   13,265,505   10,255,597
 Selling, general, and administrative    3,150,830    4,023,205    3,458,872
 Research, development, and engineering  1,107,253    1,223,422    1,147,630
                                        ----------   ----------   ----------
                                        17,299,341   18,512,132   14,862,099
                                        ----------   ----------   ----------
             Operating income (loss)       (88,327)     (81,181)     523,472
                                        ----------   ----------   ----------
Other income (deductions):                                                      
 Interest and sundry income                 84,211      131,727      206,944
  Interest expense                         (193,902)    (136,380)     (33,274)
 Gain on foreign exchange                    3,558          191            -
                                        ----------   ----------   ----------
                                          (106,133)      (4,462)     173,670
                                        ----------   ----------   ----------
    Income (loss) before income taxes     (194,460)     (85,643)     697,142

Income taxes expense (benefit) (note 4)     (210,352)     110,671      130,484  
                                        ----------   ----------   ----------
    Net income (loss)                 $     15,892     (196,314)     566,658
                                        ==========   ==========   ==========
Basic earnings (loss) per share         $          -         (.04)         .11  
                                        ==========   ==========   ==========
Diluted earnings (loss) per share       $          -         (.04)         .10  
                                        ==========   ==========   ==========
Weighted average number of common and                                           
equivalent shares outstanding:                                        
        Basic                            5,455,756    5,332,571    5,321,698
        Diluted                          5,476,134    5,332,571    5,441,620
                                        ==========   ==========   ==========

See accompanying notes to consolidated financial statements.                    

 F-3
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
     Consolidated Statements of Stockholders' Equity
   Years ended March 31, 1999, 1998 and 1997

                                        Retained
                                        Additional earnings      Total
                         Common stock       paid-in (accumulated stockholders'
                  Shares      Amount    capital    deficit)     equity
Balances at            ------      ------    -------    -------      ------     
March 31, 1996:                                                                 
                  5,318,902    2,712,437  7,410,754   3,108,371   13,231,562

Exercise of stock                                                               
options via exchange                                                        
of 667 common shares                                                        
and cash of $8,001 for                                                      
14,336 new common                                                           
shares               13,669        7,174        827           -        8,001

Dividends - $.24 per share  -            -          -  (1,277,676)  (1,277,676) 

Net income                  -            -          -     566,658      566,658  
                  ---------    ---------  ---------   ---------   ----------
Balances at                                                                     
March 31, 1997:     5,332,571    2,719,611  7,411,581   2,397,353   12,528,545  

Dividends - $.18 per share  -            -          -    (959,863)    (959,863) 

Net loss                    -            -          -    (196,314)    (196,314) 
                  ---------    ---------  ---------   ---------   ----------
March 31, 1998:     5,332,571  $ 2,719,611  7,411,581   1,241,176   11,372,368  

Exercise of stock                                                               
options via exchange                                                        
of 30,915 common shares                                                     
and cash of $179,716                                                        
for 154,100 new common                                                      
shares              123,185       62,824     72,524           -      135,348

Tax benefit related                                                             
to exercise of                                                              
employee stock options    -            -     44,368           -       44,368

Net income                  -            -          -      15,892       15,892  
                  ---------    ---------  ---------   ---------   ----------
Balances at                                                                     
March 31, 1999:     5,455,571  $ 2,782,435  7,528,473   1,257,068   11,567,976  
                  =========    =========  =========   =========   ==========

See accompanying notes to consolidated financial statements.                    

 F-4
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
     Consolidated Statements of Cash Flows
     Years ended March 31, 1999, 1998 and 1997

                                            1999        1998        1997
Cash flows from operating activities:           ----        ----        ----    
Net income (loss)                       $     15,892    (196,314)    566,658
Adjustments to reconcile net income                                     
(loss) to net cash provided (used)                                  
by operating activities:                                            
       Accretion of interest                  (21,098)   (114,825)   (185,977)
       Allowance for doubtful accounts         (1,000)     (4,800)    (14,500)
      Depreciation and amortization          733,906     622,219     494,292
Decrease (increase) in                                          
         accounts receivable                (408,200)   (401,807)    317,203
      Decrease (increase) in inventories     601,227    (182,641)     83,994
Decrease (increase) in prepaid expenses                         
          and other current assets            159,791     (56,623)    (84,767)
       Increase in income taxes receivable    (35,035)    (74,889)   (178,130)
Decrease (increase) in deferred                                 
         income taxes                        (52,982)     51,492      90,480
       Decrease (increase) in other assets   (114,118)      3,697     (23,505)
Increase (decrease) in                                          
         accounts payable                   (567,372)   (390,492)    370,525
Increase (decrease) in                                          
         accrued expenses                   (123,879)    159,314      76,514
                                           ---------   ---------   ---------
Net cash provided (used) by                               
            operating activities             187,132    (585,669)  1,512,787
                                           ---------   ---------   ---------
Cash flows from investing activities:                                           
Maturities of short-term investments       1,055,000   3,112,000   5,190,000
 Purchases of short-term investments                -  (1,000,064) (3,950,338)
Capital expenditures for property,                                          
    plant and equipment                      (772,326) (2,216,397) (1,030,145)
                                           ---------   ---------   ---------
Net cash provided (used) by                               
            investing activities             282,674    (104,461)    209,517
                                           ---------   ---------   ---------
Cash flows from financing activities:                                           
Net borrowings under line-of-credit                                         
   agreement                                       -   1,872,101     577,899
Principal payments on mortgage                                              
    note payable                              (75,000)    (75,000)    (75,000)
Proceeds from exercise of                                                   
   stock options                             135,348           -       8,001
 Dividends paid                               (30,000) (1,260,740) (1,267,238)
                                           ---------   ---------   ---------
Net cash provided (used) by                               
             financing activities              30,348     536,361    (756,338)
                                           ---------   ---------   ---------
Net increase (decrease) in cash and                                             
  cash equivalents                           500,154    (153,769)    965,966

Cash and cash equivalents at                                                    
 beginning of year                         1,153,798   1,307,567     341,601
                                           ---------   ---------   ---------
Cash and cash equivalents at end of year  $  1,653,952   1,153,798   1,307,567  
                                           =========   =========   =========
Supplemental cash flow information:                                             
Cash paid for interest                  $    193,902     136,380      33,274
                                           =========   =========   =========
Cash paid (received) for income taxes   $   (228,299)    134,068     219,125
                                           =========   =========   =========

See accompanying notes to consolidated financial statements.                    

 F-5
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

(1)  Summary of Significant Accounting Policies                                 

(a)  Description of Business                                                    

Technology Research Corporation and subsidiary (the Company) is engaged in the  
design, development, manufacturing, and marketing of electronic control and     
measurement devices related to the distribution of electrical power and         
specializes in electrical safety products that prevent electrical fires and     
protect against electrocution and serious injury from electrical shock.  The    
Company's corporate headquarters are located in Clearwater, Florida.  During    
February 1997, the Company incorporated TRC Honduras, S.A. de C.V., a wholly-   
owned subsidiary, for the purpose of manufacturing the Company's high volume    
products in Honduras beginning in April 1997.  The Company primarily sells its  
products to governmental entities and original equipment manufacturers involved 
in a variety of industries including business machinery and personal care       
appliances.  The Company performs credit evaluations of all new customers and   
generally does not require collateral.  Historically, the Company has           
experienced minimal losses related to receivables from individual customers or  
groups of customers in any particular industry or geographic area.  The         
Company's customers are located throughout the world.  See note 9 for further   
information on major customers.  The Company also licenses its technology for   
use by others in exchange for a royalty or product purchases.  Licensees are    
located in Australia, France, Italy, Japan, the United Kingdom and the United   
States.                                                                         

(b)  Use of Estimates                                                           

Management of the Company has made a number of estimates and assumptions        
relating to the reporting of assets and liabilities and the disclosure of       
contingent assets and liabilities to prepare these financial statements in      
conformity with generally accepted accounting principles.  Actual results could 
differ from those estimates.                                                    

(c)  Foreign Currency Translation                                               

The U.S. dollar is the functional currency of the Honduran subsidiary.  Foreign 
currency denominated assets and liabilities of this subsidiary are remeasured   
at the rates of exchange at the balance sheet date.  Income and expense items   
are remeasured at average monthly rates of exchange.  Gains and losses from     
foreign currency transactions of this subsidiary are included in operations.    

 F-6
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

(d)  Financial Instruments                                                      

The Company believes the book value of its financial instruments (short-term    
investments, accounts receivable, trade accounts payable, accrued expenses,     
dividends payable, income taxes receivable and payable and debt) approximate    
their fair value due to their short-term nature or with respect to debt, the    
interest rate appropriately reflects the credit risk.                           

(e)  Principles of Consolidation                                                

The consolidated financial statements include the financial statements of       
Technology Research Corporation and its wholly-owned subsidiary, TRC Honduras,  
S.A. de C.V.  All significant intercompany balances and transactions have been  
eliminated in consolidation.                                                    

(f)  Cash Equivalents                                                           

For purposes of the statements of cash flows, the Company considers all short-  
term investments purchased with a maturity of three months or less to be cash   
equivalents.  There were no short-term investments considered cash equivalents  
at March 31, 1999 or 1998.                                                      

(g)  Short-Term Investments                                                     

The Company considers all of its short-term investments to be                   
"held-to-maturity," and therefore, are recorded at amortized cost.              

(h)  Revenue Recognition                                                        

Sales and cost of sales related to governmental contracts are recognized under  
the unit-of-delivery method, whereby sales and cost of sales are recorded as    
units are delivered.  All other sales and cost of sales are recognized as       
product is shipped.  The Company accrues minimum royalties due over the related 
royalty period.  Royalties earned in excess of minimum royalties due are        
recognized as reported by the licensees.                                        

(i)  Impairment of Long-Lived Assets and                                        
Long-Lived Assets to Be Disposed Of                                   

The Company reviews long-lived assets and certain identifiable intangibles      
whenever events or changes in circumstances indicate that the carrying amount   
of an asset may not be recoverable.  Recoverability of assets to be held and    
used is measured by a comparison of the carrying amount of an asset to future   
net cash flows expected to be generated by the asset.  If such assets are       
considered to be impaired, the impairment to be recognized is measured by the   
amount by which the carrying amount of the assets exceeds the fair value of the 
assets.  Assets to be disposed of are reported at the lower of the carrying     
amount or fair value, less costs to sell.                                       

 F-7
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

(j)  Inventories                                                                

Inventories are stated at the lower of cost or market.  Cost is determined      
using the first-in, first-out method.                                           

(k)  Property, Plant and Equipment                                              

Property, plant and equipment are stated at cost.  Depreciation is calculated   
on the straight-line method over the estimated useful lives of the assets.      

(l)  Income Taxes                                                               

Deferred tax assets and liabilities are recognized for the future tax           
consequences attributable to differences between the financial statement        
carrying amounts of existing assets and liabilities and their respective tax    
bases and operating loss and tax credit carryforwards.  Deferred tax assets and 
liabilities are measured using enacted tax rates expected to apply to taxable   
income in the years in which those temporary differences are expected to be     
recovered or settled.  The effect on deferred tax assets and liabilities of a   
change in tax rates is recognized in income in the period that includes the     
enactment date.                                                                 

(m)  Stock-Based Compensation                                                   

On April 1, 1996, the Company adopted Statement of Financial Accounting         
Standards No. 123 (SFAS 123), Accounting for Stock-Based Compensation, which    
permits entities to recognize as expense over the vesting period the fair value 
of all stock-based awards on the date of grant.  Alternatively, SFAS 123 also   
allows entities to continue to apply the provisions of APB 25 and provide pro   
forma net income and pro forma earnings per share disclosures for employee      
stock option grants made in 1995 and future years as if the fair-value-based    
method defined in SFAS 123 had been applied.                                    

The Company has elected to continue to apply the provisions of APB 25 and       
provide the pro forma disclosures of SFAS 123 (see note 7).                     

(n)  Earnings Per Share                                                         

Basic earnings per share has been computed by dividing net income by the        
weighted average number of common shares outstanding.  Common share equivalents 
included in the dilutive weighted average shares outstanding computation        
represent shares issuable upon assumed exercise of stock options which would    
have a dilutive effect in years where there are earnings.                       

 F-8
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

(o)  New Accounting Standards                                                   

In 1999, the Company adopted SFAS No. 130, Reporting Comprehensive Income.      
SFAS No. 130 establishes standards for reporting and presentation of            
comprehensive income and its components to a full set of financial statements.  
The Statement requires only additional disclosures in the financial statements; 
it does not affect the Company's financial position or results of operations.   
The Company has no components of comprehensive income; therefore the adoption   
of this standard did not have any effect on the consolidated financial          
statements.                                                                     

In June 1997, the FASB issued SFAS No. 131, Disclosures About Segments of an    
Enterprise and Related Information.  SFAS No. 131 which is effective for fiscal 
years beginning after December 15, 1997, changes the way public companies       
report information about segments of their business in their annual financial   
statements and requires them to report selected segment information in their    
quarterly reports issued to shareholders.  The Company operates in a single     
segment of business; therefore, there was no effect on the Company's            
consolidated financial statements from the adoption of SFAS 131.                

In 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments    
and Hedging Activities, which establishes accounting and reporting standards    
for derivatives as either assets or liabilities on the balance sheet and        
measure those instruments at fair values.  The Company will be required to      
adopt this standard for financial statements issued beginning the first quarter 
of fiscal year 2002.  The Company has not historically had derivative financial 
instruments; therefore, the adoption of this standard is not expected to have   
any effect on the consolidated financial statements.                            

(2)  Short-Term Investments                                                     

The Company considers all of its investment securities to be held-to-maturity.  
These securities are all classified in short-term investments on the            
consolidated balance sheets and mature within one year.  The amortized cost,    
gross unrealized holding gains, gross unrealized holding losses, and fair value 
for held-to-maturity securities at March 31, 1999 and 1998 were as follows:     

                                      Gross unrealized
                                Amortized          holding          Fair
                                   cost         Gains     Losses     value
                                   ----         -----     ------     -----
March 31, 1999 -                                                                
U.S. Treasury securities     $     -            -          -         -
                                   =========      ======    ======   =========
March 31, 1998 -                                                                
    U.S. Treasury securities     $ 1,033,902        -          -     1,033,902
                                   =========      ======    ======   =========

The U.S. Treasury securities matured in August 1998 and the funds were          
transferred to a money market account which is included in cash and cash        
equivalents.                                                                    

 F-9
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

(3)  Inventories                                                                

Inventories at March 31, 1999 and 1998 consist of:                              

                                        1999          1998
                                        ----          ----

Raw materials                            $ 3,800,340     4,499,524    
Work in process                              242,683       387,170    
Finished goods                               681,159       438,715    
                                       ---------     ---------
                                     $ 4,724,182     5,325,409
                                       =========     =========

Approximately 29% and 27% of inventories were located in Honduras at            
March 31, 1999 and 1998 respectively.                                           

(4)  Income Taxes                                                               

The tax effects of temporary differences that give rise to significant portions 
of the deferred tax assets and deferred tax liabilities at March 31, 1999 and   
1998 are presented below:                                                       

                                                     1999       1998
                                                     ----       ----
Deferred tax assets:                                                            
Accounts receivable, principally due to                               
      allowance for doubtful accounts             $    23,000     23,300
Inventories, principally due to valuation                             
allowance for financial reporting purposes                  
and additional costs inventoried for                        
      tax purposes                                    281,000    252,500
Accrued expenses, principally due to accrual                          
      for financial reporting purposes                 47,000     65,600
 Net operating loss carryforwards                     214,000    182,000
 Tax credit carryforwards                             221,000    214,000
                                                     --------   --------
           Total gross deferred tax assets            786,000    737,400

            Less valuation allowance                  (187,000)  (187,000)
                                                     --------   --------
                                                      559,000    550,400
                                                     --------   --------
Deferred tax liabilities:                                                       
Property, plant and equipment, principally                            
       due to differences in depreciation              (83,990)   (88,372)
                                                     --------   --------
            Net deferred tax assets               $   515,010    462,028
                                                     ========   ========

  F-10
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

Net deferred tax assets are included in the accompanying balance sheets at      
March 31, 1999 and 1998 as:                                                     

                                                     1999       1998
                                                     ----       ----
Deferred income taxes, current asset                  $   515,010    406,100    
Deferred income taxes, noncurrent asset                         -     55,928    
                                                     --------   --------
                                                  $   515,010    462,028
                                                     ========   ========

Management assesses the likelihood deferred tax assets will be realized which   
is dependent upon the generation of taxable income during the periods in which  
those temporary differences are deductible.  Management considers historical    
taxable income, the scheduled reversal of deferred tax liabilities, projected   
future taxable income, and tax planning strategies in making this assessment.   
In order to fully realize the deferred tax asset related to net operating loss  
and tax credit carryforwards, the Company will need to generate future taxable  
income of approximately $170,000 each year prior to the expiration of the net   
operating loss and tax credit carryforwards in 2003 and 2002, respectively.     
Based upon the level of historical taxable income and projections for future    
taxable income, management believes it will realize the benefits of these       
deductible differences, net of the existing valuation allowance at              
March 31, 1999.  The valuation allowance at March 31, 1999 and 1998 relates to  
tax credit carryforwards which management expects will expire unused.           

At March 31, 1999, the Company has net operating loss carryforwards for Federal 
income tax purposes of approximately $306,000, which are available to offset    
future taxable income through 2003 and approximately $233,000 which are         
available to offset future taxable income through 2019.  The Company also has   
available tax credit carryforwards for Federal income tax purposes of           
approximately $214,000, which are available to offset future Federal income     
taxes through 2002 and $7,000 of tax credit carryforwards which have no         
expiration date.  As a result of an ownership change in 1989, the Internal      
Revenue Code limits the income tax benefit of $306,000 of net operating loss    
and $214,000 of tax credit carryforwards to approximately $65,000 each year.    

  F-11
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

Income tax expense (benefit) for the years ended March 31, 1999, 1998 and 1997  
consists of:                                                                    

                                            1999        1998        1997
                                            ----        ----        ----
Current:                                                              
        Federal                           $ (263,334)     59,179     156,748
         State                                      -           -    (116,744)
                                            --------    --------   ---------
                                            (263,334)     59,179      40,004
                                            --------    --------   ---------
Deferred:                                                             
        Federal                               70,000      48,600      77,000
        State                                (17,018)      2,892      13,480
                                            --------    --------   ---------
                                              52,982      51,492      90,480
                                            --------    --------   ---------
                                          $ (210,352)    110,671     130,484
                                            ========    ========   =========

Income tax expense (benefit) for the years ended March 31, 1999, 1998 and 1997  
differs from the amounts computed by applying the Federal income tax rate of    
34% to pretax income (loss) as a result of the following:                       

                                            1999        1998        1997
                                            ----        ----        ----
Computed expected tax (benefit) expense     $  (66,000)    (29,000)    237,000  
Increase (reduction) in income taxes                                            
resulting from:                                                       
Foreign activity for which no                               
             income tax has been provided   (112,000)    128,000           -
State income taxes, net of                                  
              Federal income tax effect        (8,000)      2,000     (68,000)
         Other                                (24,352)      9,671     (38,516)
                                            --------    --------   ---------
                                          $ (210,352)    110,671     130,484
                                            ========    ========   =========

The operating results of the foreign manufacturing subsidiary are not subject   
to foreign tax since it is operating under a tax holiday for at least twenty    
years.  The foreign operations resulted in income of $329,000 in 1999 and a     
loss of $375,000 in 1998.  No income taxes have been provided on these results  
of operations.                                                                  

  F-12
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

(5)  Property, Plant and equipment                                              

Property, plant and equipment at March 31, 1999 and 1998 consists of:           

                                                                 Estimated
                                            1999        1998      useful lives
                                            ----        ----      ------------
  Building and improvements         $  1,516,676   1,512,205      20 years
    Machinery and equipment              8,289,458   7,521,603    5 - 15 years
                                         ---------   ---------    ------------
                      $  9,806,134   9,033,808
                         =========   =========

Approximately 21% and 20% of property, plant and equipment is located in        
Honduras at March 31, 1999 and 1998, respectively.                              

(6)  Debt                                                                       

Debt at March 31, 1999 and 1998 consists of the following:                      

                                                        1999        1998
                                                        ----        ----
$2,500,000 line of credit; interest at LIBOR plus 175                           
and 200 basis points at March 31, 1999 and 1998,                          
respectively, (6.687% and 7.69% at March 31, 1999                         
and 1998, respectively), payable monthly,                                 
due August 1999; secured by receivables,                                  
inventories and equipment (subject to provisions                          
 stated below)                                       $ 2,450,100   2,450,100

First mortgage note payable; interest at LIBOR plus                             
175 and 200 basis points at March 31, 1999 and 1998,                      
respectively, (6.687%and 7.69% at March 31, 1999                          
and 1998 respectively); due in monthly installments                       
of $6,250, plus interest, matures December 2000;                          
 secured by operating facility                           131,250     206,250
                                                       ---------   ---------
        Total debt                                     2,581,350   2,656,350

    Less current installments                          (2,525,100) (2,525,100)
                                                       ---------  ----------
        Debt, excluding current installments         $    56,250     131,250
                                                       =========  ==========

  F-13
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

Borrowings under the line of credit are limited to 80% of eligible accounts     
receivable under 90 days, plus the lesser of 40% of eligible inventory or       
$450,000.  The line of credit is secured by receivables, inventories, and       
property, plant and equipment, and requires the Company to maintain certain     
financial ratios and a minimum tangible net worth amount.  The Company was in   
compliance with these covenants at March 31, 1999 and 1998.                     

The aggregate maturities of long-term debt are:                                 

Year ending March 31,                                         
---------------------                                         
2000                             $  2,525,100   
2001                                   56,250   
                                 ---------
                              $  2,581,350
                                 =========

(7)  Stock Options, Grants and Warrants                                         

The Company has two qualified incentive stock option plans, one performance-    
incentive stock option plan, and one nonqualified stock option plan             
(the Plans).  Options granted under the Plans are granted to directors,         
officers and employees at fair value and expire ten years after the date of     
grant.  Except for the Performance Plan, options granted under the Plans        
generally vest over three years.  Options granted under the Performance Plan    
vest at the end of year ten but are subject to accelerated vesting if certain   
targets are met.  Options may be exercised by payment of cash or with stock of  
the Company owned by the officer or employee.  In November 1998, the Board of   
Directors approved a repricing of options under the qualified incentive stock   
option and nonqualified stock option plans.  The options were repriced on       
November 19, 1998 based on the closing stock price on that date.                

  F-14
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

Option transactions and other information relating to the Plans for the three   
years ended March 31, 1999 are as follows:                                      
    Qualified Performance Non-
                            incentive  incentive qualified            Weighted
                             stock     stock     stock               average
                              option    option    option              exercise
                            plans     plan      plan        Total    price
                              -------   -------  -------   ---------  --------
Outstanding at March 31, 1996  103,653      -     196,902     300,555      3.91 
    Granted                    50,750   400,000   10,000     460,750      5.08
    Exercised                  (6,002)        -   (8,334)    (14,336)     0.75
    Canceled                   (1,234)        -     -         (1,234)     5.46
                    -------   -------  -------   ---------
Outstanding at March 31, 1997  147,167   400,000  198,568     745,735      4.70 
    Granted                     1,000         -   10,000      11,000      3.29
    Canceled                  (14,020)        -   (2,000)    (16,020)     5.29
                    -------   -------  -------   ---------
Outstanding at March 31, 1998  134,147   400,000  206,568     740,715      4.32 
    Granted                   141,911         -   46,134     188,045      1.57
    Exercised                       -         - (154,100)   (154,100)     1.33
    Canceled                 (134,147)        -  (52,468)   (186,615)     5.08
                    -------   -------  -------   ---------
Outstanding at March 31, 1999  141,911   400,000   46,134     588,045      3.99 
                    =======   =======  =======   =========
Total number of options available                                               
under the plans           713,334   400,000  333,333   1,446,667      
                    =======   =======  =======   =========
Exercisable at March 31, 1999        -         -   23,334      23,334      1.63 
                    =======   =======  =======   =========
Available for issue at                                                          
March 31, 1999             13,645         -   28,674      42,319      
                    =======   =======  =======   =========

The per share weighted average fair value of stock options granted during 1999, 
1998 and 1997 was $1.15, $1.85 and $2.14, respectively, on the date of grant    
using the Black Scholes option pricing model, with the following assumptions:   
(1) risk free interest rate - 6.17% to 6.85%, (2) expected life - 6.5 to 10     
years, (3) expected volatility - 72% to 75%, and (4) expected dividends - 5.1%  
to 5.8%.                                                                        

At March 31, 1999, the range of exercise prices and weighted average remaining  
contractual life of options outstanding and exercisable was as follows:         

           Options Outstanding                     Options Exercisable
-------------------------------------------------  ---------------------------- 
               Number     Weighted average  Weighted     Number       Weighted
Range of      outstanding     remaining      average    exercisable    average  
exercise        as of        contractual     exercise      as of       exercise 
prices      March 31, 1999      life          price    March 31, 1999   price   
--------    --------------  --------------  ---------  --------------  -------- 
$1.63           169,045         9.65           1.63        23,334          1.63 
$1.06            19,000        10.01           1.06             -             - 
$5.13           400,000         7.26           5.13             -             - 

  F-15
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

The Company grants options at fair value and applies APB 25 in accounting for   
its Plans.  Accordingly, no compensation cost has been recognized for stock     
options in the financial statements.  Had the Company determined compensation   
cost based on the fair value at the grant date for its stock options under      
SFAS 123, the Company's net income at March 31, 1999, 1998 and 1997 would have  
been reduced to the pro forma amounts indicated below:                          

                                            1999        1998        1997
                                            ----        ----        ----
Net income (loss):                                            
          As reported                   $    15,892   (196,314)    566,658
                                           =========   =========   =========
          Pro forma                     $   (70,343)  (290,371)    476,123
                                           =========   =========   =========
Income (loss) per common share:                               
       As reported                    $      -        (.04)        .10
                                           =========   =========   =========
       Pro forma                      $   (.01)       (.05)        .09
                                           =========   =========   =========

Pro forma net income reflects only options granted in 1999, 1998, 1997 and      
1996.  Therefore, the full impact of calculating compensation costs for stock   
options under SFAS 123 is not reflected in the pro forma net income amounts     
presented above because compensation cost is reflected over the options'        
vesting period of three to ten years, and compensation costs for options        
granted prior to April 1, 1995 are not considered.                              

The Company has also reserved 32,667 shares of its common stock for issuance    
to employees or prospective employees at the discretion of the Board of         
Directors of which 16,033 shares are available for future issue.  There were    
no reserved shares issued during the years ended March 31, 1999, 1998 or 1997.  

(8)  Leases                                                                     

The Company leases the land on which its operating facility is located.  This   
operating lease is for a period of twenty years through 2001 with options to    
renew for two additional ten-year periods.  The lease provides for rent         
adjustments every five years.  The Company is responsible for payment of taxes, 
insurance, and maintenance.  In the event the Company elects to terminate the   
lease, title to all structures on the land reverts to the lessor.  The          
Company's subsidiary leases its operating facility in Honduras.  This operating 
lease is for five years through the year 2002, with an option to renew for an   
additional five-year term.  The Company also leases certain office equipment    
under long-term operating lease agreements.                                     

  F-16
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

Future minimum lease payments under noncancelable operating leases as of March  
31, 1999 are:                                                                   

Year ending March 31,                                         
---------------------                                         
2000                             $  244,834     
2001                                245,184     
2002                                205,690     
2003                                 17,141     
                              --------
Total minimum lease payments                $  712,849                
                              ========

Rental expense for all operating leases was approximately $249,000 in 1999,     
$187,000 in 1998 and $80,000 in 1997.                                           

(9)  Major Customers                                                            

The Company operates in one business segment - the design, development,         
manufacture and marketing of electronic control and measurement devices for the 
distribution of electric power.  The Company only reports sales and standard    
gross profit by market (commercial and military), no allocations of             
manufacturing variances and other costs of operations or assets are made to     
the market.  Sales by market are:                                               

                                            1999        1998        1997
                                            ----        ----        ----
    Commercial                            $ 13,929,177  13,434,352  12,803,181
    Military                              $  3,190,542   4,667,433   2,200,413
                                            ----------  ----------  ----------
                                          $ 17,119,719  18,101,785  15,003,594
                                            ==========  ==========  ==========

Significant customers which accounted for 10% or more of sales in 1999, 1998    
or 1997 and aggregate exports were:                                             

                                             Year ended March 31
                                             -------------------
 Customer                                   1999        1998        1997
 --------                                   ----        ----        ----
   Xerox Corporation                    $  1,934,740   2,838,905   2,529,398
Noma Appliance & Electric, Inc.,                                      
f/k/a Fleck Manufacturing, Inc.                             
        (a Xerox Corporation supplier)     1,623,904   1,666,516   1,776,424
   Other Xerox Corporation suppliers         124,473     133,044     802,800
   Fermont Division                        1,397,211   2,817,079   1,434,422
                                           ---------   ---------   ---------
                                        $  5,080,328   7,455,544   6,543,044

  F-17
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

                                             Year ended March 31
                                             -------------------
 Customer                                   1999        1998        1997
 --------                                   ----        ----        ----
Exports:                                                              
        Canada                          $  1,794,855   1,894,215   1,831,898
        Far East                             394,156     486,277   1,057,605
        Europe                             2,787,224   2,554,772   1,396,823
        Mexico                               711,067     979,187     736,992
        Australia                            117,754     218,530     150,760
        South America                         37,383      20,994      82,838
        Middle East                            2,067       3,397       5,324
                                           ---------   ---------   ---------
             Total exports              $  5,844,506   6,157,372   5,262,240
                                           =========   =========   =========

(10)  Benefit Plan                                                              

The Company's 401(k) plan covers all employees with one year of service who are 
at least twenty-one years old.  The Company matches employee contributions      
dollar-for-dollar up to $300.  Total Company contributions were approximately   
$25,000 in 1999, $29,000 in 1998 and $25,000 in 1997.                           

(11)  Litigation                                                                

The Company is involved in various other claims and legal actions arising in    
the ordinary course of business.  In the opinion of management, the ultimate    
disposition of these matters will not have a material adverse effect on the     
Company's consolidated financial position, results of operations or liquidity.  

  F-18
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY
    Notes to Consolidated Financial Statements
     March 31, 1999, 1998 and 1997

(12)  Selected Quarterly Data (Unaudited)                                       

Information (unaudited) related to operating revenues, operating income, net    
income and earnings per share, by quarter, for the years ended March 31, 1999   
and 1998 are:                                                                   

                                First     Second      Third     Fourth
                                quarter    quarter    quarter    quarter
                                -------    -------    -------    -------
Year ended March 31, 1999:                                                      
  Operating revenues         $  4,753,401  4,467,032  3,714,398  4,276,183
                                =========  =========  =========  =========

  Gross profit               $  1,426,715  1,282,222    829,614    539,910
                                =========  =========  =========  =========

   Operating income (loss)    $    410,425    160,780   (136,931)  (522,601)
                                =========  =========  =========  =========

   Net income (loss)          $    239,862     84,010    (70,001)  (237,979)
                                =========  =========  =========  =========

Basic earnings per share   $     .04        .02       (.02)      (.04)
                                =========  =========  =========  =========

Diluted earnings per share $     .04        .02       (.02)      (.04)
                                =========  =========  =========  =========

Year ended March 31, 1998:                                                      
  Operating revenues         $  4,811,585  4,545,950  4,658,113  4,415,303
                                =========  =========  =========  =========

  Gross profit               $  1,488,247  1,336,956  1,140,074    871,003
                                =========  =========  =========  =========

   Operating income (loss)    $    467,494    106,385   (145,509)  (509,551)
                                =========  =========  =========  =========

   Net income (loss)          $    326,315     74,019   (130,444)  (466,204)
                                =========  =========  =========  =========

Basic earnings per share   $     .06        .01       (.02)      (.09)
                                =========  =========  =========  =========

Diluted earnings per share $     .06        .01       (.02)      (.09)
                                =========  =========  =========  =========

The fourth quarter of the years ended March 31, 1999 and 1998 were adversely    
affected by an approximately $250,000 and $270,000, respectively, reduction in  
inventory as a result of the Company's physical inventory.  It is not           
practicable to determine what, if any, other quarters are affected by this      
adjustment.                                                                     

  F-19
     TECHNOLOGY RESEARCH CORPORATION
    AND SUBSIDIARY

   Schedule II

     Valuation and Qualifying Accounts

     Years ended March 31, 1999, 1998 and 1997

       Additions
        ----------------------
                 Balances at  Charged to  Charged to              Balances
                   beginning   costs and     other                 at end of
 Description     of period    expenses    accounts  Deductions    period
   -----------    ----------   ----------  ---------- ----------   ---------
Allowance for                                                                   
doubtful accounts:                                                        
Year ended                                                                
 March 31, 1999  $   64,700      24,500       -         25,000        63,700
                    =======     =======    =======     =======       =======
Year ended                                                                
 March 31, 1998  $   69,500        -          -          4,800        64,700
                    =======     =======    =======     =======       =======
Year ended                                                                
 March 31, 1997  $   84,000        -          -         14,500        69,500
                    =======     =======    =======     =======       =======

  F-20
SIGNATURES    

Pursuant to the requirements of Section 13 or 15(d) 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.                    

                       TECHNOLOGY RESEARCH CORPORATION

Dated:      6/11/1999               By:  /s/ Robert S. Wiggins                  
                           Robert S. Wiggins
                                 Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this       
report has been signed below by the following persons in the capacities and     
on the dates indicated:                                                         

Signature                   Title                   Date

         Chairman, Chief Executive
     Officer, and Director
    (Principal Executive
/s/ Robert S. Wiggins          Officer)                        6/11/1998      
Robert S. Wiggins                                                     

             Vice President of Finance and
       Chief Financial Officer
    (Principal Financial
/s/ Scott J. Loucks            Officer)                        6/11/1998      
Scott J. Loucks                                                       

/s/ Raymond H. Legatti         President and Director          6/16/1999      
Raymond H. Legatti                                                    

     Senior Vice President
     Government Operations
 and Marketing and
/s/ Raymond B. Wood            Director                        6/22/1999      
Raymond B. Wood                                                       

/s/ Gerry Chastelet            Director                        6/18/1999      
Gerry Chastelet                                                       

/s/ Russell Cleveland          Director                        6/15/1999      
Russell Cleveland                                                     

/s/ Edmund F. Murphy, Jr.      Director                        6/21/1999      
Edmund F. Murphy, Jr.                                                 

/s/ Martin L. Poad             Director                        6/17/1999      
Martin L. Poad                                                        

  -24-

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		3/31/92
		1/8/93
		11/12/93
		4/1/95
		3/31/96		DEF 14A, 10-K405
		4/1/96
		9/24/96
		2/3/97
		3/31/97		DEF 14A, 10-K405
		5/17/97
		8/1/97
		12/15/97
		3/16/98
		3/31/98		10-K405, DEF 14A
		7/4/98
		11/19/98
		1/1/99
		2/16/99
For The Period Ended		3/31/99		DEF 14A
		4/30/99
		5/28/99
		6/1/99
		6/9/99
Filed On / Filed As Of		6/28/99
		7/16/99
		8/26/99
		8/28/99
		5/4/0
Top				List All Filings