SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-C


                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM


                  Filed Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 Thereunder


                             RCM TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


2500 McClellan Avenue
3rd Floor, Kevon Office Center
Pennsauken, New Jersey                              08109-4613
- ----------------------                              ----------
(Address of Principal Executive Offices             (Zip Code)

Issuer's telephone number, including area code              (609) 486-1777
                                                            --------------

                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change  (increase or decrease) of 5% or more in the number
of shares outstanding:

1.  Title of Security     Common Stock, par value $.05 per share
2.  Number of shares outstanding before the change   17,670,243
3.  Number of shares outstanding after the change    24,170,243
4.  Effective date of change          March 11, 1996
5. 
 Method of change:
     Specify method (such as merger, acquisition,  exchange, distribution, stock
     split, reverse split, acquisition of stock for treasury, etc.)

     Issuance  of  6,500,000  shares  of  Common  Stock in  connection  with the
     acquisition of The Consortium ("Consortium")

 Give a brief description of transaction:

     The issuer exchanged  6,500,000  shares of restricted  common stock for all
     the  issued and  outstanding  shares of  Consortium.  The  acquisition  was
     completed through a stock purchase transaction (the "Purchase") pursuant to
     which  Consortium,  through an  exchange of all its  outstanding  shares of
     stock with the issuer,  became a wholly owned subsidiary of the issuer. The
     issuer has agreed to register  such  shares by filing a shelf  registration
     with the Securities and Exchange Commission by February 15, 1997. There are
     certain  limitations  on the number of shares  which can be held for resale
     through March 11, 1999.




                          II. CHANGE IN NAME OF ISSUER

1.  Name prior to Change      N/A
2.  Name after Change         N/A
3.  Effective date of charter amendment changing name     N/A
4.  Date of shareholder approval of change, if required   N/A


                                                          RCM TECHNOLOGIES, INC.


DATE:  March 12, 1996                            BY:/s/Stanton Remer 
                                                   (Officer's Signature & Title)
                                                    Stanton Remer,
                                                    Chief Financial Officer and
                                                    Treasurer