8-K

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

         Date of Report (date of earliest event reported) APRIL 25, 2003

                          Commission File Number 1-9947

                               TRC COMPANIES, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                                 06-0853807
   --------------------------------------     ------------------------------
     (State or other jurisdiction of          (IRS Employer Identification
            incorporation)                               Number)


       5 WATERSIDE CROSSING
        WINDSOR, CONNECTICUT                               06095
   ---------------------------------------    ------------------------------
   (Address of principal executive offices)            (Zip Code)



       Registrant's telephone number, including area code: (860) 298-9692





ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits

     99.1 News Release titled "TRC Updates Revenue and Earnings Guidance," dated
          April 25, 2003.

ITEM 9. REGULATION FD DISCLOSURE.

     The information contained in this Item 9 of this Current Report is being
furnished pursuant to "Item 12. Results of Operations and Financial Condition"
of Form 8-K in accordance with SEC Release Nos. 33.8216 and 34-37583.

     The information in this Current Report, including the exhibit attached
hereto, is being furnished and shall not be deemed "filed" for the purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information in this Current
Report shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, as amended.

     On April 25, 2003, TRC Companies, Inc. issued a news release related to
revenue and earnings guidance for the third quarter ended March 31, 2003. A copy
of that news release is attached hereto as Exhibit 99.1.


                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:  April 28, 2002                 TRC Companies, Inc.


                                       By: /S/ JOHN W. HOHENER
                                          ----------------------------------
                                          John W. Hohener
                                          Senior Vice President and
                                          Chief Financial Officer


                                       2

EX-99.1

                                                                    EXHIBIT 99.1

TRC UPDATES REVENUE AND EARNINGS GUIDANCE

WINDSOR, CT - APRIL 25, 2003 - TRC (NYSE:TRR) today provided revenue and
earnings guidance for the remainder of fiscal 2003.

UPDATED GUIDANCE

     TRC expects to report that Net Service Revenue for the third quarter ended
March 31, 2003 increased by approximately 7% over the $48.9 million reported for
last year's third quarter. The company expects net earnings for the quarter in
the range of $0.07-to-$0.09 per diluted share, compared to the $0.29 per diluted
share reported for the third quarter of fiscal 2002, primarily because of the
unfavorable mix of business caused by delays in the award of new Exit
Strategy(R) and other higher-margin programs and the resulting decline in
capacity utilization. TRC plans to announce third quarter results early next
month.

     Chairman and Chief Executive Officer Dick Ellison said, "Many of our
customers have postponed their decisions regarding Exit Strategy programs as a
result of the weak and uncertain economy. Additional higher-margin work in a
variety of areas is also developing at an unusually slow pace."

     "TRC is not losing market share; rather, customer spending in many
instances is being restrained until visibility improves. This logjam finally
may be beginning to ease. We expect soon to announce the signing of some of
these long-awaited Exit Strategy contracts and other sizeable projects that
are in the pipeline. We are pleased that our investments over the past couple
of years to create and develop growing markets are positioning TRC to deliver
the returns we anticipated."

     The CEO added, "We expect continued growth in Net Service Revenue in this
year's fourth quarter compared to the prior year, demonstrating our ability to
increase our business even in unfavorable environments. We also expect net
income to improve compared to the third quarter." He said that TRC has taken a
variety of actions to reduce costs, increase operating efficiencies, and align
capacity with the current pace of activity. When fully implemented, these
actions are expected to lower operating expenses by approximately $6 million
annually. "We are being especially careful to avoid cuts that could adversely
affect the Company's leadership position in market areas that are likely to be
strong as the recovery takes hold."

     "TRC's consistently stellar top and bottom line performance in recent years
shows that our opportunities are large and our business plan is sound. Despite
the current soft spot, we see no fundamental impediments to achieving our
long-term goals," Ellison concluded.





ABOUT EXIT STRATEGY(R)


     TRC's proprietary Exit Strategy program is a liability and risk transfer
mechanism that allows corporate and public entities to outsource their
environmental compliance obligations. Typical applications of the program
include facilitating mergers, acquisitions and divestitures, including property
sales, that might not otherwise occur because neither the buyer nor the seller
wishes to be responsible for past environmental issues; assuming responsibility
for multi-party "Superfund" sites where the differing interests of a large
number of parties result in legal and administrative costs that significantly
increase the project cost beyond the actual cost of cleanup; relieving customers
of the burden of maintaining environmental compliance support to closed or sold
facilities; and developing "brownfields" real estate sites after resolving
environmental issues that have a significant impact on property market value. On
each Exit Strategy project, TRC establishes a comprehensive insurance and risk
management policy with a large insurance company such as AIG to protect itself
and its customers against both known and unknown factors which could potentially
result in cost increases.

ABOUT TRC COMPANIES, INC.:

     One of FORBES TOP 200 BEST SMALL COMPANIES and BUSINESS WEEK'S TOP 100 HOT
GROWTH COMPANIES for 2002, TRC is a customer-focused company that creates and
implements sophisticated and innovative solutions to the challenges facing
America's environmental, infrastructure, power, and transportation markets. The
Company is also a leading provider of technical, financial, risk management, and
construction services to both industry and government customers across the
country. For more information, visit TRC's website at WWW.TRCSOLUTIONS.COM.

FOR MORE INFORMATION, CONTACT DICK ELLISON AT (949) 727-7390 OR
DELLISON@TRCSOLUTIONS.COM.

FORWARD-LOOKING STATEMENTS

     CERTAIN STATEMENTS IN THIS PRESS RELEASE MAY BE FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E
OF THE SECURITIES EXCHANGE ACT OF 1934. YOU CAN IDENTIFY THESE STATEMENTS BY
FORWARD-LOOKING WORDS SUCH AS "MAY," "EXPECTS," "PLANS," "ANTICIPATES,"
"BELIEVES," ESTIMATES," OR OTHER WORDS OF SIMILAR IMPORT. YOU SHOULD CONSIDER
STATEMENTS THAT CONTAIN THESE WORDS CAREFULLY BECAUSE THEY DISCUSS OUR FUTURE
EXPECTATIONS, CONTAIN PROJECTIONS OF OUR FUTURE RESULTS OF OPERATIONS OR OF OUR
FINANCIAL CONDITION, OR STATE OTHER "FORWARD-LOOKING" INFORMATION. WE BELIEVE
THAT IT IS IMPORTANT TO COMMUNICATE OUR FUTURE EXPECTATIONS TO OUR INVESTORS.
HOWEVER, THERE MAY BE EVENTS IN THE FUTURE THAT WE ARE NOT ABLE TO ACCURATELY
PREDICT OR CONTROL AND THAT MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THE EXPECTATIONS WE DESCRIBE IN OUR FORWARD-LOOKING STATEMENTS. INVESTORS
ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE DISCUSSED AS
A RESULT OF VARIOUS FACTORS, INCLUDING, BUT NOT LIMITED TO, THE AVAILABILITY AND
ADEQUACY OF INSURANCE, THE UNCERTAINTY OF OUR OPERATIONAL AND GROWTH STRATEGIES,
REGULATORY UNCERTAINTY, FUNDING FOR GOVERNMENT PROJECTS, THE LEVEL OF DEMAND FOR
THE COMPANY'S SERVICES, PRODUCT ACCEPTANCE, INDUSTRY-WIDE COMPETITIVE FACTORS,
THE ABILITY TO CONTINUE TO ATTRACT AND RETAIN HIGHLY SKILLED AND QUALIFIED
PERSONNEL, AND POLITICAL, ECONOMIC, OR OTHER CONDITIONS. FURTHERMORE, MARKET
TRENDS ARE SUBJECT TO CHANGES, WHICH COULD ADVERSELY AFFECT FUTURE RESULTS. YOUR
SPECIAL ATTENTION IS DRAWN TO OUR FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR A FULLER DESCRIPTION OF OUR BUSINESS AND FINANCIAL CONDITION, AND
FACTORS IMPACTING THE SAME.