SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Mayer James (Last) (First) (Middle) TRC COMPANIES, INC. 21 GRIFFIN ROAD NORTH (Street) WINDSOR CT 06095 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/11/2010	3. Issuer Name and Ticker or Trading Symbol TRC COMPANIES INC /DE/ [ TRR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.10 par value	3,000	D
Common Stock, $.10 par value	4,350(1)	D
Common Stock, $.10 par value	20,000(2)	D
Common Stock, $.10 par value	22,500(3)	D
Common Stock, $.10 par value	15,000(4)	D
Common Stock, $.10 par value	15,000(5)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option - non-qualified	01/03/2008	01/03/2014	Common Stock	30,000	$9.01	D
Stock Option - non-qualified	07/26/2008	07/26/2014	Common Stock	9,425	$11.47	D

Explanation of Responses:

1. Stock awarded vests over a 4-year vesting period ending 7/26/2011

2. Stock awarded vests over a 4-year vesting period ending 9/9/2012

3. Stock awarded vests over a 4-year vesting period ending 9/29/2013

4. Stock awarded vests over a 4-year vesting period ending 8/16/2014

5. Stock awarded vests over a 4-year vesting period ending 8/16/2014 if the Company reaches its EBITDA targets for each fiscal year within the vesting period.

	James Mayer	12/09/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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