TRC COMPANIES, INC.

POWER OF ATTORNEY


		The undersigned, John M. F. MacDonald, an
officer/and or director of TRC COMPANIES, INC. (the
"Company"), does hereby constitute and appoint JOHN W.
HOHENER, MARTIN H. DODD and HAROLD C. ELSTON, JR. and
each of them, the undersigned's true and lawful
attorney and agent, to execute in the undersigned's
name any and all reports required to be filed under
Section 16(a) of the Securities Exchange Act of 1934
with respect to equity securities of the Company, and
any amendments thereto, and other documents in connection
therewith, with the Securities and Exchange Commission
and any applicable stock exchange, granting unto said
attorneys and agents, and each of them, full power and
authority to do any and all acts and things necessary
or advisable to be done, as fully and to all intents
and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said
attorneys and agents or any of them may lawfully do or
cause to be done by virtue hereof.  Any one of said
attorneys or agents shall have, and may exercise, all
powers hereby conferred.

		This Power of Attorney revokes all prior
Powers of Attorney relating to reporting under Section
16(a) and shall remain in effect until revoked by a
subsequently filed instrument.


Date:August 14, 2003

John M. F. MacDonald