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 7, 2004

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 incorporation)		(IRS Employer Identification 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.

99.1 News Release titled “TRC Updates Third Quarter Outlook”, dated April 7, 2004.

Item 9. Regulation FD Disclosure.

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

On April 7, 2004, TRC Companies, Inc. issued a news release concerning its expected financial results for the third fiscal quarter ended March 31, 2004. A copy of that news release is attached hereto as Exhibit 99.1. This information shall be deemed “filed” for purposes of the Securities and Exchange Act of 1934, as amended.

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 8, 2004	TRC Companies, Inc.

	By:	/s/ Harold C. Elston, Jr.
		Harold C. Elston, Jr.
		Senior Vice President and
		Chief Financial Officer