UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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TRC Companies, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of TRC Companies, Inc. (the “Company”) from the holders of the Company’s Common Stock for the Annual Meeting to be held November 19, 2004, and any adjournments thereof. The giving of a proxy does not affect your right to vote should you attend the Annual Meeting in person, and the proxy may be revoked at any time before it is voted by voting in person at the Annual Meeting or by giving the Secretary of the Company a signed instrument revoking the proxy or a signed proxy of a later date. Each properly executed proxy not revoked will be voted in accordance with instructions therein. If no instructions are specified in the proxy, it is the intention of the persons named in the accompanying proxy to vote FOR the election of the nominees named therein as directors of the Company and FOR the matter described in item 2 in the Notice of Annual Meeting.

With respect to all matters expected to be presented for a vote of shareholders, the presence, in person or by duly executed proxies, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum in order to transact business. The election of directors requires a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The ratification of the appointment of the independent auditors requires the affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.

Abstentions will be counted as present in determining whether a quorum exists, but will have the same effect as a vote against a proposal (other than with respect to the election of directors). Shares held by nominees that are present but not voted on a proposal because the nominees did not have discretionary voting power and were not instructed by the beneficial owner (“broker non-votes”) will be counted as present in determining whether a quorum exists, and will be disregarded in determining whether Proposals 1 or 2 have been approved.

The Company’s Annual Report, including financial statements, for the year ended June 30, 2004, is being mailed to shareholders along with the Notice of Annual Meeting and Proxy Statement. The financial statements and the discussion and analysis by management of the Company’s results of operations and financial condition contained in the Annual Report of the Company for the year ended June 30, 2004 are incorporated herein by reference.

The record date for determining those shareholders entitled to vote at the Annual Meeting was October 4, 2004. On that date, the Company had 13,919,179 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote.

The mailing address of the Company’s principal executive office is 5 Waterside Crossing, Windsor, CT 06095, and the approximate date on which this Proxy Statement and the form of proxy are first being sent to shareholders is October 18, 2004.

PRINCIPAL SHAREHOLDERS

The table below sets forth information as of October 8, 2004 with respect to all persons known to the Company to be the beneficial owner of more than 5% of the Company’s Common Stock.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Common Stock

Peter R. Kellogg 120 Broadway New York, New York 10005	2,479,115	(1)	17.8

Royce & Associates, LLC 1414 Avenue of the Americas New York, New York 10019	1,039,600	(2)	7.5

Richard D. Ellison Chairman, President, Chief Executive Officer, and Director of the Company 5 Waterside Crossing Windsor, Connecticut, 06095	1,028,739	(3)	7.1

(1) Based solely on information set forth in a Form 4 Statement of Beneficial Ownership filed with the Securities and Exchange Commission (“SEC”) on August 10, 2004. Of these shares, 1,480,200 are held by IAT Reinsurance Co. Ltd., of which Mr. Kellogg is the sole holder of voting stock. Mr. Kellogg disclaims beneficial ownership of such shares.

(2) Based solely on information set forth in a Form 13F-HR Quarterly Holdings Report of Institutional Investment Manager filed with the SEC on August 10, 2004.

(3) See Footnote 4 on page 6.

ELECTION OF DIRECTORS

The six individuals named in the following table have been nominated for election to the Board of Directors, each to serve for a one-year term and until his successor is duly elected and qualified. All of the nominees were elected directors at the 2003 Annual Meeting, except for Mr. Bohm who was appointed to the Board in August 2004.

Should any of such nominees become unable to serve as a director prior to election, the persons named in the proxy will vote for the election of a substitute nominee, if any, designated by the Board of Directors. All nominees have consented to serve as directors.

Name, Principal Occupation During Past Five Years and Other Corporate Directorships	Age	Served as Director Since

Richard D. Ellison Chairman, President, Chief Executive Officer and Director of the Company	65	1997

Friedrich K. M. Bohm Chairman of the architectural firm of NBBJ and Director of M/I Homes, Inc.	62	2004

Edward G. Jepsen Executive Vice President and Chief Financial Officer of Amphenol Corporation; also a Director of Gerber Scientific, Inc.	61	1989

Edward W. Large, Esq. Formerly Executive Vice President and Director of United Technologies Corporation	74	1990

John M. F. MacDonald Formerly Member of the Executive Committee and Director of Parker/Hunter Incorporated	77	2001

J. Jeffrey McNealey, Esq. Partner in the law firm of Porter, Wright, Morris & Arthur	60	1985

At the Annual Meeting held on November 21, 2003, approximately 86.1% of the total number of shares entitled to vote at that Annual Meeting for the election of directors were represented in person or by proxy. More than 99% of the shares voting at that Annual Meeting were cast in favor of each of the foregoing directors other than Mr. Bohm who was not standing for election at that time.

The affirmative vote of a plurality of the votes cast at the Annual Meeting is required to elect each nominee.

The Board of Directors recommends a vote “FOR” the election of the above nominees as directors of the Company.

BOARD MEETINGS AND COMMITTEES

The Board of Directors held nine meetings during the year ended June 30, 2004. All of the directors were present at all meetings of the Board and of the Committees of which they were members. The standing committees of the Board are the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, the independent directors of the Company meet periodically as a group.

The Audit Committee of the Board of Directors, currently composed of Messrs. Jepsen (Chairman), Large, MacDonald and McNealey, met six times during the year ended June 30, 2004. The Audit Committee, which is elected annually by the Board, discusses with the Company’s independent auditors the audit plan, the Company’s consolidated financial statements and matters described in Statement on Auditing Standards No. 61, Communications with Audit Committees. The Audit Committee reports to the Board of Directors. It also recommends to the Board the selection and compensation of the independent auditors for the Company. The members of the Audit Committee are “independent” as defined under rules of the New York Stock Exchange. The Board of Directors has determined that Mr. Jepsen is an “audit committee financial expert” as that term is used in Item 401(h) of Regulation S-K. The Audit Committee is governed by a Charter which has been adopted by the Board of Directors and is attached hereto as Exhibit A.

The Compensation Committee of the Board of Directors, currently composed of Messrs. Large (Chairman), Bohm, Jepsen and McNealey, met two times during the year ended June 30, 2004. The Committee approves the general salary scale, annual bonus and long-term incentive awards for senior employees of the Company and its subsidiaries and specifically establishes the compensation package for the Chairman and the executive officers. The Committee’s actions are discussed more fully in the Compensation Committee Report on Executive Compensation (see page 10). The Compensation Committee is governed by a Charter which has been adopted by the Board of Directors.

The Nominating and Corporate Governance Committee of the Board of Directors, currently composed of Messrs. McNealey (Chairman), Bohm, MacDonald and Large, met once during the year ended June 30, 2004. The Committee reviews the organization, structure, size and composition of the Board and recommends to the Board corporate governance principles applicable to the Company and nominees to serve as directors. The Nominating and Corporate Governance Committee is governed by a Charter which has been adopted by the Board of Directors. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined in Section 303A.02 of the New York Stock Exchange’s Listed Company Manual. The Committee has developed, and the Board of Directors has approved, Corporate Governance Guidelines which assist the Committee in evaluating qualified candidates for the Board of Directors among individuals recommended to or identified by it. Shareholders of the Company may also make nominations of candidates for directors, provided that the nominations are made in accordance with the Corporate Governance Guidelines and the securities laws. See “Shareholder Nominations and Proposals” below. The Nominating and Corporate Governance Committee applies the same standards in considering candidates submitted by shareholders as it does in considering all other candidates.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth as of October 8, 2004, the total number of shares of the Company’s Common Stock beneficially owned by each director and named executive officer of the Company and all directors and executive officers as a group, based upon information furnished by each director and executive officer.

Name of Individual or Group	Shares Beneficially Owned Directly or Indirectly(1)		Percent of Common Stock(2)

Friedrich K. M. Bohm	—		—
John H. Claussen	167,254	(3)	1.2
Richard D. Ellison	1,028,739	(4)	7.1
Glenn E. Harkness	94,319	(5)		*
Edward G. Jepsen	374,817	(6)	2.7
Miro Knezevic	623,185	(7)	4.4
Edward W. Large	140,717	(8)	1.0
John M. F. MacDonald	49,792	(9)		*
J. Jeffrey McNealey	100,805	(10)		*
Michael C. Salmon	138,461	(11)	1.0
All directors and executive officers as a group (12 individuals)	2,831,526	(12)	18.3

* Indicates that the number of shares owned represents less than 1% of the Common Stock.

(1) Includes shares that may be acquired within sixty (60) days by the exercise of outstanding options.

(2) The number of shares that may be acquired within sixty (60) days by the exercise of outstanding options has been added to the number of shares actually outstanding for purposes of computing ownership percentages with respect to the applicable holder.

(3) Includes 158,142 shares that may be acquired within sixty (60) days by the exercise of outstanding stock options.

(4) Includes 471,333 shares that may be acquired within sixty (60) days by the exercise of outstanding stock options.

(5) Includes 83,292 shares that may be acquired within sixty (60) days by the exercise of outstanding stock options.

(6) Includes 92,667 shares that may be acquired within sixty (60) days by the exercise of outstanding stock options.

(7) Includes 318,667 shares that may be acquired within sixty (60) days by the exercise of outstanding stock options.

(8) Includes 92,667 shares that may be acquired within sixty (60) days by the exercise of outstanding stock options.

(9) Includes 19,792 shares that may be acquired within sixty (60) days by the exercise of outstanding stock options.

(10) Includes 81,417 shares that may be acquired within sixty (60) days by the exercise of outstanding stock options.

(11) Includes 119,417 shares that may be acquired within sixty (60) days by the exercise of outstanding stock options.

(12) Includes 1,528,225 shares for directors and executive officers that may be acquired within sixty (60) days by the exercise of outstanding stock options.

EXECUTIVE OFFICERS

The following table presents the name and age of each of the Company’s executive officers, their present position with the Company and date of appointment thereto, and other positions held during the past five years, including positions held with other companies and with subsidiaries of the Company:

Name and Age		Present Position and Date of Appointment	Other Positions Held During Last Five Years

Richard D. Ellison	65	Chairman, President and Chief Executive Officer (March 1997)

John H. Claussen	55	Senior Vice President (August 1992)

Martin H. Dodd	51	Senior Vice President, General Counsel and Secretary (February 1997)

Harold C. Elston, Jr.	61	Senior Vice President and Chief Financial Officer (January 2004)	Senior Vice President (May 2002 Senior Vice President and Chief Financial Officer (May 1999)

Glenn E. Harkness	56	Senior Vice President, TRC Environmental Corporation (September 1997)

Miro Knezevic	56	Senior Vice President (August 1998)	Executive Vice President, TRC Solutions, Inc.

Michael C. Salmon	49	Senior Vice President (June 2000)	Senior Vice President, TRC Solutions, Inc.

COMPENSATION OF EXECUTIVE OFFICERS

a) Summary Compensation Table

The Summary Compensation Table that follows sets forth the compensation for services in all capacities earned by the Company’s Chairman, Chief Executive Officer and President and the other four most highly compensated executive officers of the Company and its subsidiaries (the “named executive officers”) for each of the three years in the period ended June 30, 2004.

SUMMARY COMPENSATION TABLE

						Long-Term
						Compensation(2),(3)	All Other
Name and		Annual Compensation(1)				Option	Compen-
Principal Position	Year	Salary ($)		Bonus ($)(4)		Awards (#)	sation($)(5)

Richard D. Ellison	2004	$	386,700	$	20,000	32,000	$	5,700
Chairman, President and	2003	387,100		—		35,000	5,500
Chief Executive Officer	2002	363,700		—		45,000	6,100

John H. Claussen	2004	251,500		15,000		13,000	6,000
Senior Vice President	2003	239,500		—		15,000	5,800
	2002	231,000		—		18,750	5,600

Glenn E. Harkness	2004	195,500		15,000		10,000	5,800
Senior Vice President	2003	189,000		—		7,500	5,500
TRC Environmental	2002	185,400		64,100		11,250	5,300
Corporation

Miro Knezevic	2004	251,600		15,000		13,000	5,400
Senior Vice President	2003	236,200		—		15,000	5,700
	2002	242,700		—		18,750	6,800

Michael C. Salmon	2004	240,900		15,000		13,000	6,000
Senior Vice President	2003	235,900		—		15,000	5,700
	2002	201,200		—		18,750	5,200

(1) Pursuant to the rules on executive compensation disclosure adopted by the Securities and Exchange Commission, no amounts for executive perquisites and other personal benefits are shown because the aggregate dollar amount per executive is less than either $50,000 or 10% of annual salary and bonus.

(2) Options are granted at 100% of market price of the underlying Common Stock on the date of grant. Unless otherwise indicated, all numbers reflect the effect of the 3 for 2 split of the Company’s Common Stock completed in March, 2002. The Company has not made any restricted stock awards and its long-term incentive awards to executive officers consist of stock options and bonuses, as discussed below in Footnote 4.

(3) All options granted in fiscal 2004, 2003 and 2002 have ten-year terms; one-third vest immediately upon grant and the remainder vest equally on the first and second anniversaries of grant.

(4) The Company’s Key Person Bonus Plan provides for bonus payments to key persons based upon the Company’s earnings performance. The annual bonus pool and percentages allocated to various management levels are keyed to earnings targets and are subject to adjustment if the Company’s performance against plan so warrants. Accordingly, it was determined that because the Company’s earnings in fiscal 2002 fell short of the internal plan, the bonus pool was substantially reduced with no allocation to Messrs. Ellison, Knezevic, Claussen and Salmon. In addition, it was determined that because the Company’s earnings in fiscal 2003 fell short of plan, there was no bonus pool for that year, and there were no allocations to any of the executive officers in that year.

(5) Amounts of all other compensation include contributions by the Company under its 401(k) retirement and savings plan.

b) Option Grants in Last Fiscal Year

The following table sets forth information concerning individual grants of options to purchase the Company’s Common Stock during the 2004 fiscal year to the named executive officers. The Company does not have a program to grant stock appreciation rights.

Individual Grants
	Number of Shares Underlying Options	% of Total Options Granted in	Exercise or Base Price		Expiration	Potential Realized Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(2)
Name	Granted (#)(1)	Fiscal Year	($/Sh)		Date	5%		10%

Richard D. Ellison	32,000	12.7	$	18.62	11/7/13	$	374,724	$	949,590
Chairman, President and
Chief Executive Officer

John H. Claussen	13,000	5.2	18.62		11/7/13	152,232		385,771
Senior Vice President

Glenn E. Harkness	10,000	4.0	18.62		11/7/13	117,101		296,747
Senior Vice President of
TRC Environmental
Corporation

Miro Knezevic	13,000	5.2	18.62		11/7/13	152,232		385,771
Senior Vice President

Michael C. Salmon	13,000	5.2	18.62		11/7/13	152,232		385,771
Senior Vice President

(1) Options are granted at 100% of market price of the underlying Common Stock on the date of grant. Grants shown represent normal grants pursuant to the Stock Option Plan as described in Footnote 3 on page 7.

(2) These amounts represent certain assumed rates of appreciation in accordance with Securities and Exchange Commission rules. The actual value, if any, that an executive officer may realize is dependent upon the future performance of the Common Stock and continued employment through the vesting period. Vesting may accelerate in certain change of control situations.

c) Aggregated Option Exercises in Last Fiscal Year and Option Values at Fiscal Year End

The following table provides information with respect to the named executive officers concerning the exercise of stock options during the 2004 fiscal year and unexercised options held as of the end of the fiscal year.

Name	Shares Acquired on Exercise (#)	Value Realized ($)	Number of shares Underlying Unexercised Options at 6/30/04 (#) Exercisable/Unexercisable		Value of Unexercised In-the-Money Options at 6/30/04 ($)(1) Exercisable/Unexercisable

Richard D. Ellison	—	—	449,000	33,000	$	4,600,127	$	55,533
Chairman, President and
Chief Executive Officer

John H. Claussen	—	—	159,333	13,667	1,555,935		23,800
Senior Vice President

Glenn E. Harkness	—	—	77,458	9,167	698,801		11,900
Senior Vice President of
TRC Environmental
Corporation

Miro Knezevic	—	—	309,333	13,667	3,505,748		23,800
Senior Vice President

Michael C. Salmon	—	—	110,083	13,667	944,323		23,800
Senior Vice President

(1) Based upon the closing price of the Company’s Common Stock on June 30, 2004 of $14.76.

d) Employment Contracts and Termination/Change-In-Control Arrangements

Pursuant to the Company’s acquisition of Environmental Solutions, Inc. in March 1994, the Company entered into employment agreements with Richard D. Ellison and Miro Knezevic which automatically renew for one-year terms unless terminated. In fiscal 1999, the Company adopted a Termination Policy for Key Persons which provides for certain termination benefits. In the event of a termination of employment within one year of a change in control (as defined), Messrs. Ellison, Claussen, Knezevic, and Salmon would be entitled to receive a payment equal to one year’s salary. Mr. Harkness would be entitled to a payment equal to six months’ salary under such circumstances. Vesting of all stock options will automatically accelerate in full upon a change of control as defined in the Company’s Stock Option Plan.

e) Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities (“10% Stockholders”), to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC and the New York Stock Exchange. Officers, directors and 10% Stockholders are required to furnish the Company with copies of all Forms 3, 4, and 5 they file.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the “Committee”) is composed of four independent outside directors. The Committee is responsible for approving the compensation of the Company’s executive officers. The Committee seeks to achieve the following objectives:

• Review and approve the Company’s compensation strategy to ensure that management is rewarded fairly for its contributions to Company growth and profitability and that the executive compensation strategy supports organization objectives and shareholder interests and permits the Company to hire and retain the best-qualified management.

• Competitive pay that allows the Company to attract and retain executive officers with skills critical to the long-term success of the Company;

• Pay for performance to motivate and reward individual and team performance in attaining business objectives and maximizing shareholder value; and

• Maintenance of compensation costs that enable the Company to remain competitive in the pricing of its services.

The Company’s executive compensation program includes three principal components: (1) base salary; (2) annual bonus; and (3) long-term incentive awards. It is the intent of the Committee to link executive compensation as directly as possible with the Company’s financial performance.

Base Salary. Ranges of appropriate base salaries are determined by an analysis of salary data on positions of comparable responsibility within the Company’s business sector. Committee approval of individual salary changes is based on performance of the executive against financial and strategic objectives and position of the executive in the competitive pay range. Consistent with the compensation philosophy discussed above, the Committee’s preference will be to enhance annual bonuses and long-term awards rather than salaries when possible, given competitive salary conditions.

Annual Bonus. The Company has adopted a Key Person Bonus Plan which provides a sliding bonus scale to keep rewards in line with success with substantial awards to higher-level executives, such as the Chairman, being based on extraordinary earnings performance against plan. The Key Person Bonus Plan, as amended, provides that the Chief Executive Officer, with the approval of the Compensation Committee, has the authority to reduce the Bonus Pool under the Plan or adjust the allocation of the Pool between management levels if, in his opinion, the Company’s performance against plan so warrants.

Long-Term Incentive Awards. The purpose of this element of the executive compensation program is to link management pay with the long-term interest of shareholders, rather than performance in one single fiscal year. The Committee is currently using ten-year stock options to achieve the long-term link and has adopted a vesting requirement for the first two years of the grant. The options are granted pursuant to the Company’s Stock Option Plan. In fiscal 2004, Dr. Ellison’s compensation consisted of a base salary of $386,700, a bonus of $20,000 and 32,000 stock options.

STOCK PERFORMANCE INFORMATION

Comparison of Five-Year Cumulative Total Return Among TRC, S&P 500 Index and Index of Peer Companies

The annual changes for the five-year period shown in the graph below are based upon the assumption (as required by SEC rules) that $100 had been invested in the Company’s Common Stock on June 30, 1999. The figures presented assume that all dividends, if any, paid over the performance periods were reinvested.

Jun-99

Jun-00

Jun-01

Jun-02

Jun-03

Jun-04

TRC

100.00

187.76

655.84

503.27

361.47

408.49

S&P 500 Index

100.00

107.25

91.34

74.91

75.10

89.45

Peer Group

100.00

100.41

133.58

121.00

121.85

147.72

The companies included in the peer group are Arcadis NV, Ecology & Environment, Inc., Stantec, Inc., Tetra Tech, Inc., URS Corporation and Versar, Inc. Information concerning the peer group and the Standard & Poor’s 500 Index was supplied to the Company by Standard & Poor’s, a division of the McGraw-Hill Companies.

CERTAIN TRANSACTIONS

Dr. Ellison’s spouse, brother-in-law and son-in-law were employed in the normal course of business by a subsidiary of the Company during fiscal 2004 at annual salaries (including bonus) of $78,860, $116,480 and $90,980, respectively.

APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors, upon recommendation of the Audit Committee, has nominated the firm of Deloitte & Touche LLP to serve as the Company’s independent auditors for the fiscal year ending June 30, 2005. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions raised by shareholders.

In accordance with its Charter, the Audit Committee has reviewed with Deloitte & Touche LLP whether the non-audit services provided by them are compatible with maintaining their independence. During fiscal 2004 and 2003, the Company retained Deloitte & Touche LLP to provide services in the following categories and amounts:

	2004		2003
Audit fees	$	501,800	$	427,400
Audit-related fees in connection with a one-time accounting change including testing and evaluation of fiscal 2001 and 2002 financial statements	—		370,300
Tax fees, primarily tax planning	130,900		7,000
All other fees	26,900		—
	$	659,600	$	804,700

The Audit Committee has adopted a Policy for Approval of Audit and Non-Audit Services Provided by the Independent Auditor which prohibits the independent auditor from performing services listed in Section 201(a) of the Sarbanes-Oxley Act of 2002 and provides a process for approval of permitted services (as defined). Under the Policy, the Independent Auditors may perform Permitted Services that are in the ordinary course with respect to the Company’s annual and quarterly financials and that otherwise such Permitted Services shall be subject to pre-approval by the Audit Committee chairman (or Chief Financial Officer if in an amount less than $25,000) subject, in both cases, to ratification by the field Audit Committee at its next regularly scheduled meeting. All services provided by the independent auditor were approved by the Audit Committee pursuant to this policy.

The affirmative vote of a majority of shares present and entitled to vote at the Annual Meeting is required to approve this proposal. The Board is submitting the appointment of Deloitte & Touche LLP to shareholders for ratification. If the shareholders fail to ratify the appointment, the Board will reconsider whether or not to retain Deloitte & Touche LLP. If the foregoing proposal is not approved, or if prior to the 2005 Annual Meeting, Deloitte & Touche LLP shall decline to act or otherwise become incapable of acting, or if its engagement is otherwise discontinued by the Board of Directors, then in any such case the Board of Directors will appoint other independent auditors.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as independent auditors of the Company.

2005 SHAREHOLDER NOMINATIONS AND PROPOSALS

The eligibility of shareholders to submit proposals, the proper subjects of the shareholder proposals and other issues governing shareholder proposals are regulated by the rules adopted under Section 14 of the Exchange Act. Shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange for Act for inclusion in the Company’s proxy materials for the 2005 Annual Meeting of Shareholders must be received by the Company at its principal executive offices at 5 Waterside Crossing, Windsor, Connecticut 06095, no later than June 28, 2005.

Shareholders who wish to suggest nominees for election to the Board of Directors at the 2005 Annual Meeting should write, on or before June 28, 2005, to the Secretary of the Company at 5 Waterside Crossing, Windsor, Connecticut 06095-1563, stating in detail the qualifications of such persons for consideration by the Nominating and Corporate Governance Committee of the Board of Directors.

Shareholders may communicate with the Board or any of the directors by sending written communications addressed to the Board or any of the directors to: TRC Companies at 5 Waterside Crossing, Windsor, Connecticut 06095-1563, Attention: Corporate Secretary. All communications other than those determined in good faith by the general counsel to be frivolous are compiled by the Corporate Secretary and forwarded to the board of directors or the individual director(s) accordingly.

OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors knows of no other matters that may be brought before the meeting. However, if any other matters do properly come before the meeting, the persons named in the enclosed proxy will vote upon them in their discretion and in accordance with their best judgment.

A copy of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission, Washington, D.C., is available to shareholders without charge upon request. Address requests to: TRC Companies, Inc., 5 Waterside Crossing, Windsor, CT 06095, Attention: Investor Relations.

The cost of preparing and mailing the Notice of Annual Meeting, Proxy Statement and Form of Proxy will be paid by the Company. The Company will request banks, brokers, fiduciaries and similar persons to forward copies of such material to beneficial owners of the Company’s Common Stock in a timely manner and to request authority for execution of proxies, and the Company will reimburse such persons and institutions for their out-of-pocket expenses incurred in connection therewith. To the extent necessary in order to assure sufficient representation, officers and regular employees of the Company may solicit the return of the proxies by telephone, personal communication or other methods. The extent of this solicitation by personal contact will depend upon the response to the initial solicitation by mail. It is anticipated that the costs of solicitation, if undertaken, will not exceed $1,000.

By Order of the Board of Directors

	/s/ Martin H. Dodd

Martin H. Dodd
Vice President, General Counsel and Secretary

Dated at Windsor, Connecticut

October 18, 2004