SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KNEZEVIC MIRO

(Last)

(First)

(Middle)

TRC ENVIRONMENTAL SOLUTIONS, INC.

21 TECHNOLOGY DRIVE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRC COMPANIES INC /DE/ [ TRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.10 par value	06/30/2005		J	1,410	A	⁽¹⁾	10,785	I	Pursuant to 401(k) Plan
Common Stock, $.10 par value							166,656	I	By Trust
Common Stock, $.10 par value							128,097	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$3						06/01/2000	05/31/2008	Common Stock	168,750		168,750	D
Stock Option	$2.75						10/22/2000	10/22/2008	Common Stock	22,500		22,500	D
Stock Option	$4.17						10/21/2001	10/21/2009	Common Stock	22,500		22,500	D
Stock Option	$7.25						06/16/2001	06/16/2010	Common Stock	40,000		40,000	D
Stock Option	$8.79						08/15/2000	08/15/2010	Common Stock	22,500		22,500	D
Stock Option	$21.19						09/19/2003	09/19/2011	Common Stock	18,750		18,750	D
Stock Option	$11.92						11/22/2004	11/22/2012	Common Stock	15,000		15,000	D
Stock Option	$18.62						11/07/2003	11/07/2013	Common Stock	4,333		4,333	D
Stock Option	$18.62						11/07/2004	11/07/2013	Common Stock	4,333		4,333	D
Stock Option	$18.62						11/07/2005	11/07/2013	Common Stock	4,334		4,334	D
Stock Option	$16.03						02/22/2005	02/22/2015	Common Stock	4,333		4,333	D
Stock Option	$16.03						02/22/2006	02/22/2015	Common Stock	4,333		4,333	D
Stock Option	$16.03						02/22/2007	02/22/2015	Common Stock	4,334		4,334	D

Explanation of Responses:

1. Represents systematic investment in TRC common stock resulting from employer contributions to 401(k) Plan at various prices throughout period.

	Miro Knezevic	08/12/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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