8-K

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): October 28, 2004

OPINION RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-22554	22-3118960
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
600 College Road East, Suite 4100,
Princeton, New Jersey		08540
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 452-5400

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURE
Exhibit Index
PRESS RELEASE DATED OCTOBER 28, 2004

Item 2.02. Results of Operations and Financial Condition

On October 28, 2004, Opinion Research Corporation (the “Company”) issued a press release announcing its financial results for the quarter and nine months ended September 30, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this report, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

Exhibit 99.1: Press Release dated October 28, 2004 regarding financial results for the quarter and nine months ended September 30, 2004.

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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.

	OPINION RESEARCH CORPORATION
Date: October 28, 2004	By:	/s/ Douglas L. Cox
		Name:	Douglas L. Cox
		Title:	Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press Release dated October 28, 2004 regarding financial results for the quarter and nine months ended September 30, 2004

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EX-99.1

Exhibit 99.1

OPINION RESEARCH CORPORATION

FOR IMMEDIATE RELEASE

Company Contact:
Douglas L. Cox
EVP & Chief Financial Officer
Opinion Research Corporation
(609) 452-5274

OPINION RESEARCH REPORTS A 41% INCREASE IN NET INCOME ON A 9%
INCREASE IN REVENUES FOR THE THIRD QUARTER

PRINCETON, N.J. – October 28, 2004 – Opinion Research Corporation (NASDAQ: ORCI), today announced financial results for the third quarter ended September 30, 2004. Summarizing the quarter’s results, Chairman and CEO John F. Short said, “We are pleased with our performance in the third quarter with revenues increasing 9% and net income increasing 41% over the third quarter of last year.”

Revenues

Revenues for the third quarter were $48.9 million versus $44.9 million in the prior year’s third quarter. Social research revenues were $32.7 million versus $29.1 million in last year’s third quarter. Commercial market research revenues totaled $13.0 million versus $12.0 million in the prior year’s third quarter. Teleservices revenues were $3.2 million versus $3.8 million in last year’s third quarter.

Income

Operating income for the third quarter was $3.1 million, versus $2.7 million in the prior year’s third quarter, an increase of 11%. Net income was $1.0 million in the quarter, as compared to $.7 million in the third quarter last year. Net income per diluted share was $0.15 versus net income per diluted share of $0.11 in the prior year’s third quarter.

Business Outlook

Mr. Short commented, “We believe that the outlook for our commercial market research business is improving, based on increasing backlog, the volume of new business inquiries we are

receiving and the proposals we are submitting to potential clients. We also expect our social research business to continue to meet our expectations.” The company has increased its revenue guidance for 2004 to a range of $194 million to $196 million and has narrowed the range of its earlier net income and earnings per share guidance for 2004 to $3.0 million to $3.2 million and $0.46 to $0.50 per diluted share. These include a second quarter 2004 refinancing-related charge which reduced net income by $1.6 million and diluted earnings per share by $0.26. This guidance does not include the impact of the previously announced potential common stock offering.

The statements above concerning the company’s business outlook for 2004 are based on current expectations. These statements are forward-looking and actual results may differ materially.

Nine-Month Results

For the first nine months of 2004, revenues were $146.3 million compared to $133.5 million in the first nine months of 2003, an increase of 10%. For the first nine months of 2004 net income was $1.7 million, or $0.26 per diluted share, compared to $2.4 million, or $0.38 per diluted share, last year. Net income and earnings per share for the first nine months of 2004 include the $1.6 million impact of the refinancing-related charge referred to above.

About Opinion Research Corporation

Founded in 1938, Opinion Research Corporation provides commercial market research, health and demographic research for government agencies, information services, teleservices and consulting. The company is a pioneering leader in the science of market and social research, and has built a worldwide data-collection network. Further information is available at www.opinionresearch.com.

This release contains, within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995, forward-looking statements that are based on management’s beliefs and assumptions, current expectations, estimates and projections. Many of the factors that will determine the company’s financial results are beyond the ability of the company to control or predict. These statements are subject to risks and uncertainties and therefore actual results may materially differ. The company disclaims any obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise. Important factors and risks that may affect future results are described in the company’s filings with the Securities and Exchange Commission, copies of which are available upon request from the company.

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OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
(in thousands, except share and per share amounts)

	For The Three Months						For The Nine Months
	Ended September 30,						Ended September 30,
	2004			2003			2004			2003
Revenues	$	48,894		$	44,867		$	146,255		$	133,512
Cost of revenues (exclusive of depreciation)		34,692			31,561			103,455			93,313
Gross profit		14,202			13,306			42,800			40,199
Selling, general and administrative expenses		10,130			9,542			30,398			29,192
Depreciation and amortization		1,017			1,018			2,914			2,972
Operating income		3,055			2,746			9,488			8,035
Interest expense		1,167			1,247			6,540			3,541
Other non-operating (income) expenses, net		(85	)		(5	)		(386	)		12
Income before provision for income taxes		1,973			1,504			3,334			4,482
Provision for income taxes		972			793			1,632			2,118
Net income	$	1,001		$	711		$	1,702		$	2,364
Net income per common share:
Basic	$	0.16		$	0.12		$	0.27		$	0.39
Diluted	$	0.15		$	0.11			0.26			0.38
Weighted average shares outstanding:
Basic		6,288,649			6,090,238			6,226,654			6,068,134
Diluted		6,483,720			6,323,573			6,435,092			6,178,744

OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)

	30-Sep-04			31-Dec-03
Assets
Current assets:
Cash and equivalents	$	15		$	2,766
Accounts receivable		23,410			24,890
Allowance for doubtful accounts		(268	)		(336	)
Unbilled services		18,580			14,140
Prepaid expenses and other current assets		3,990			3,161
Total current assets		45,727			44,621
Non-current assets:
Fixed assets, net of depreciation		9,767			9,099
Goodwill		32,579			32,537
Other intangibles, net of amortization		459			715
Other non-current assets		7,454			8,739
Total non-current assets		50,259			51,090
Total assets	$	95,986		$	95,711
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,394		$	5,473
Accrued expenses		11,718			13,829
Deferred revenues		3,388			2,183
Short-term borrowings		2,000			3,000
Other current liabilities		2,152			762
Total current liabilities		24,652			25,247
Long-term borrowings		40,396			41,922
Other liabilities		1,427			1,543
Redeemable equity		8,900			8,900
Total stockholders’ equity		20,611			18,099
Total liabilities and stockholders’ equity	$	95,986		$	95,711

OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Segment Information
(in thousands)

	US Market			UK Market				Social		Total
	Research			Research		Teleservices		Research		Segments		Other			Consolidated
Three months ended September 30, 2004:
Revenues from external customers	$	6,023		$	5,623	$	3,213	$	32,703	$	47,562	$	1,332		$	48,894
Operating income (loss)		(640	)		58		236		3,378		3,032		23			3,055
Interest and other non-operating expenses, net																1,082
Income before provision for income taxes															$	1,973
Three months ended September 30, 2003:
Revenues from external customers	$	5,722		$	5,433	$	3,757	$	29,144	$	44,056	$	811		$	44,867
Operating income (loss)		(1,319	)		245		481		3,439		2,846		(100	)		2,746
Interest and other non-operating expenses, net																1,242
Income before provision for income taxes															$	1,504
Nine months ended September 30, 2004:
Revenues from external customers	$	19,623		$	16,681	$	10,163	$	95,897	$	142,364	$	3,891		$	146,255
Operating income (loss)		(1,920	)		348		926		10,104		9,458		30			9,488
Interest and other non-operating expenses, net																6,154
Income before provision for income taxes															$	3,334
Nine months ended September 30, 2003:
Revenues from external customers	$	19,397		$	14,530	$	10,441	$	87,139	$	131,507	$	2,005		$	133,512
Operating income (loss)		(2,529	)		621		1,070		9,296		8,458		(423	)		8,035
Interest and other non-operating expenses, net																3,553
Income before provision for income taxes															$	4,482