Please direct replies to zip code 20549-0510


February 8, 2005

via U.S. mail and facsimile

Mr. Harold C. Elston, Jr.
Chief Financial Officer
TRC Companies, Inc.
5 Waterside Crossing
Windsor, CT 06095

Re:	Form 10-K for the fiscal year ended June 30, 2004
      File No. 1-9947

Dear Mr. Elston:

We have reviewed these filings and have the following comments.
If
you disagree with a comment, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the year ended June 30, 2004

Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings.








General
1. Please state on the cover of your Form 10-K the aggregate
market
value of the voting and non-voting common equity held by non-
affiliates computed by reference to the price at which the common
equity was last sold on the last business day of your most
recently
completed second quarter.

Item 7. Management`s Discussion and Analysis
2. Please consider expanding your discussion to address the
following:

* Add an executive level overview which would discuss information
regarding relevant economic or industry wide factors, general
information regarding how revenue is earned cash is generated and
known material trends.

* Provide a tabular presentation of the items that impacted net
sales
and operating profit.

* Describe in greater detail the underlying reasons for organic
growth such as changes in demand, price, competition, etc.

Note that this is not meant to represent an all-inclusive list of
where your MD&A could be improved.  We encourage you to provide
quantification of amounts and further clarification throughout
your
discussion.  See Item 303(a)(3) of Regulation S-K and the SEC
Interpretive Release No. 33-8350 dated December 19, 2003.

Contractual Obligations, page 14
3. Please provide a textual discussion of the interest rate
assumptions associated with the debt disclosed in the table.

Item 8. Financial Statements

Note 2. Summary of Significant Accounting Policies

Earnings per Share, page 24
4. Please disclose the options and warrants that were excluded
from
the calculation of diluted EPS because to include them would cause
anti-dilution.  See paragraph 40.c. of SFAS 128.

Stock-Based Compensation, page 26
5. Please provide us with the supporting documentation related to
your calculation of proforma basic and diluted earnings per share
for
each of the years in the three year period ended June 30, 2004.


Note 9. Convertible Redeemable Preferred Stock

6. Please tell us supplementally the basis of your decision that
the
redeemable preferred stock is not within the scope of SFAS No.
150.
Include a comprehensive discussion on the terms of your preferred
stock agreement and how they relate to the guidance set forth in
SFAS
150.  In particular, please reference paragraph 12a of SFAS No.
150

7. Supplementally tell us what your accounting policy is for the
recognition of changes in the redemption value.  See Rule 5-02-28
of
Regulation S-X and EITF Topic D-98.


	*	*	*	*

Please respond to these comments within 10 business days, or tell
us
when you will provide us with a response.  Please provide us with
a
supplemental response letter that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please file your
supplemental
response on EDGAR as a correspondence file.  Please understand
that
we may have additional comments after reviewing your responses to
our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.







If you have any questions regarding these comments, please direct
them to Patricia Armelin, Staff Accountant, at (202) 824-5563 or,
in
their absence, to the undersigned at (202) 824-5373.


Sincerely,



John Cash
Accounting Branch Chief

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TRC Companies, Inc.
Forms 10-K
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE