UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 7, 2006

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

Delaware		1-9947		06-0853807
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

21 Griffin Road North, Windsor, Connecticut 06095

(Address of Principal Executive Offices) (Zip Code)

(860) 298-9692

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities

On December 7, 2006, the Company closed the transactions which were the subject of a Purchase and Exchange Agreement dated December 1, 2006 (the “Exchange Agreement”) with Fletcher International, Ltd. (“Fletcher”) and sold to Fletcher 204,290 shares of its common stock, $0.10 par value per share, at a price of $9.79 per share pursuant to the Exchange Agreement. The sale was made pursuant to the exemption from registration provided in Regulation D, Rule 506, under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). The purchaser is an accredited investor within the meaning of Rule 501(a) under the Act.

This transaction was previously disclosed on the Company’s Form 8-K dated December 6, 2006.

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: December 12, 2006		TRC Companies, Inc.

	By:	/s/ Carl d. Paschetag, Jr.
		Carl d. Paschetag, Jr.
		Senior Vice President and
		Chief Financial Officer