10-K/A

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

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Form 10-K/A

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þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended March 31, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION  13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 

For the transition period ___________ to ___________

Commission file number 0-13763
 

TECHNOLOGY RESEARCH CORPORATION
(Exact name of Registrant as specified in its charter)

FLORIDA	59-2095002
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5250-140th Avenue North 
Clearwater, Florida 33760
(Address of principal executive offices)

(727) 535-0572
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, Par Value $.51 Per Share

(Title of Class) 

 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:  Yes o  No þ

 Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No þ

 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ   No o

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” is Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer o  Accelerated filer o  Non-accelerated filer þ

             &# 160;     

 Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 or the Act).  Yes o  No þ

 The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, as of September 29, 2006, was $24,137,097 based upon the $4.25 closing sale price for the Registrant's Common Stock on the NASDAQ National Market System on such date.  We have excluded shares of voting and non-voting stock held by executive officers, directors and holders of more than 5% of our common stock from this calculation because such persons or institutions may be deemed affiliates.  This determination of affiliate status is not necessarily a conclusive determination of such status for other purposes.

 As of May 31, 2007, there were 5,888,828 shares of the Registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the Registrant's definitive proxy statement related to its 2007 Annual Meeting of Stockholders to be held on August 30, 2007 are incorporated by reference into Part III of this Form 10-K.

TECHNOLOGY RESEARCH CORPORATION 

EXPLANATORY NOTE

Section 16(a) Filings

 On June 29, 2007, we filed our Annual Report on Form 10-K for the fiscal year ended March 31, 2007.  On the cover page to our Form 10-K filing we indicated, to the best of our knowledge, that none of our officers, directors or beneficial owners of more than ten percent of our common stock would be required to disclose late reports filed by any of such persons as required under Section 16(a) of the Securities Exchange Act and Item 405 of Regulation S-K, promulgated by the Securities and Exchange Commission. The box should have been left unchecked because there were late filings. As a result, we will report this information in our proxy statement for our annual meeting of shareholders to be held on August 30, 2007.

 This Amendment No. 1 to the Annual Report on Form 10-K/A does not reflect events occurring after the filing of the original Annual Report on Form 10-K and, other than amending the cover page to such report to indicate that we will include disclosure of late filings required under Section 16(a) of the Exchange Act, does not modify or update the disclosures in the original Annual Report on Form 10-K in any way.

SIGNATURES

 In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TECHNOLOGY RESEARCH CORPORATION

By:                                                                    

                 Owen Farren

                 President and Chief Executive Officer

                (Principal Executive Officer)

Date:     ___/___/______

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Owen Farren, certify that:

1.	I have reviewed this Annual Report on Form 10-K/A for the year ended March 31, 2007 of Technology Research Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
		a.	Designed such disclosure controls and procedures, or caused disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

DATE:   July 11, 2007	/s/ Owen Farren
	Owen. Farren
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

EX-32.1

Exhibit 32.1

EX-32.2

Exhibit 32.2