FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   (Mark One)

[X]      Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the Fiscal Year Ended December 31, 2000

                                       OR

[]       Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 [no fee required] for the Transition Period from

                           ___________ to ___________.

                         Commission file number 0-23454.

                             TOTAL CONTAINMENT, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Pennsylvania                            23-2394872
         -------------------------------            -------------------
        (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)              Identification No.)

                     422 Business Center, A130 North Drive,
                     P.O. Box 939, Oaks, Pennsylvania 19546
               ---------------------------------------- ----------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: (610)666-7777
                                                            -------------

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

          Title of each class Name of each exchange on which registered
          ------------------- -----------------------------------------
                                      None

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

                     Common Stock (par value $.01 per share)
                     ---------------------------------------
                                (Title of Class)

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     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 of
1934 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 [ X ] No [ ]

     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. [ ]

     Based on the closing sale price of the Registrant's Common Stock as quoted
on the Nasdaq Stock Market, the aggregate market value of the shares of Common
Stock held by non-affiliates as of February 23, 2001, was $1,668,975.

     As of February 23, 2001 the Registrant had 4,672,600 shares of Common Stock
outstanding.

     Documents incorporated by reference. Portions of the 2000 Annual Report to
Shareholders of the Registrant are incorporated by reference into Part II of
this Report and portions of the Proxy Statement of the Registrant relating to
the Registrant's Annual Meeting to be held on May 11, 2001 are incorporated by
reference into Part III of this Report.

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<PAGE>


                            TOTAL CONTAINMENT, INC.

                               TABLE OF CONTENTS

                                     PART I

ITEM 1.     BUSINESS....................................................

ITEM 2.     PROPERTIES..................................................

ITEM 3.     LEGAL PROCEEDINGS...........................................

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
            HOLDERS.....................................................

ITEM 4A.    EXECUTIVE OFFICERS OF THE REGISTRANT........................

                                    PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            SHAREHOLDER MATTERS.........................................

ITEM 6.     SELECTED FINANCIAL DATA.....................................

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS.........................

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK.................................................

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE.........................

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
          REGISTRANT....................................................

ITEM 11.  EXECUTIVE COMPENSATION........................................

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT................................................

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K...........................................

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<PAGE>

     These forward-looking statements include statements with respect to the
Company's vision, mission, strategies, goals, beliefs, plans, objectives,
expectations, anticipations, estimates, intentions, financial condition, results
of operations, future performance and business of the Company, including but not
limited to, (i) projections of revenues, costs of raw materials, income or loss,
earnings or loss per share, capital expenditures, growth prospects, dividends,
the effect of currency fluctuations, capital structure and other financial
items, (ii) statements of plans of and objectives of the Company or its
management or board of directors, including the introduction of new products, or
estimates or predictions of actions by customers, suppliers, competitors or
regulating authorities, (iii) statements of future economic performance, (iv)
statements of assumptions, such as the prevailing weather conditions in the
Company's market areas, and other statements about the Company or its business,
and (v) statements preceded by, followed by or that include the words "may,"
"could," "should," "pro forma," "looking forward," "would," "believe," "expect,"
"anticipate," "estimate," "intend," "plan," or similar expressions. These
forward-looking statements involve risks and uncertainties, which are subject to
change based on various important factors (some of which, in whole or in part,
are beyond the Company's control). The following factors, among others, could
cause the Company's financial performance to differ materially from the goals,
plans, objectives, intentions and expectations expressed in such forward-looking
statements: (1) the strength of the United States and global economies in
general and the strength of the regional and local economies in which the
Company conducts operations; (2) the effects of, and changes in, U.S. and
foreign governmental trade, monetary and fiscal policies and laws; (3) the
timely development of competitive new products and services by the Company and
the acceptance of such products and services by the customers; (4) the
willingness of customers to substitute competitors' products and services and
vise versa; (5) the impact on operations of changes in U.S. and foreign
governmental laws and public policy, including environmental regulations; (6)
the level of export sales impacted by export controls, changes in legal and
regulatory requirements, policy changes affecting the markets, changes in tax
laws and tariffs, exchange rate fluctuations, political and economic
instability, and accounts receivable collection; (7) changes in capital
expenditures by major oil companies resulting from proposed and completed
mergers and consolidations of the oil companies; (8) technological changes; (9)
regulatory or judicial proceedings; (10) the failure to generate sufficient
pre-tax income to utilize the net carrying value of the deferred tax assets
currently recorded by the Company; (11) the impact of any current or future
litigation involving the Company; and (12) the success of the Company at
managing the risks involved in the foregoing.

     The Company cautions that the foregoing list of important factors is not
all inclusive. The Company does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the Company.

                                     PART I

ITEM 1.   BUSINESS

     Total Containment, Inc. (the "Company") was incorporated in the State of
Pennsylvania. The Company is a leading manufacturer and distributor of
underground systems, products and services for the conveyance and containment of
petroleum and alcohol based motor vehicle fuels from underground storage tanks
to aboveground fuel dispensers. The Company's systems and products are used in
connection with the installation of new and the retrofitting of existing
underground fuel containment and distribution systems ("Fuel Containment
Systems") worldwide. The principal end users of the Company's products are major

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<PAGE>

oil companies, retail business operators and convenience stores. End users also
include government bodies, utilities and other fleet vehicle operators.

     During the third quarter of 1996, the Company acquired American
Containment, Inc. ("ACI"). ACI is principally engaged in the manufacture and
installation of fiberglass tank and dispenser sumps used in underground piping
systems. The Company acquired ACI to have a supply of quality fiberglass
components in addition to an increased presence in the Western United States.
The Company has transferred this business from ACI to the Company. During 1997,
the Company caused ACI to focus on the custom part service business, as well as
on becoming the field technical arm of the Company. During the fourth quarter of
2000, the Company determined to curtail the field service portion of the
business as a means to control cost.

         Rene Morin, Inc., a wholly owned subsidiary, fabricates rubber
components mainly for the Company. TCI-Environment NV provides sales support for
the Company's products in Europe.

PRINCIPAL PRODUCTS

     The principal products of the Company and their primary features are
summarized in the following table:

Enviroflex(R)     A flexible double-wall        - Double-wall construc-
                  pipe for the conveyance         tion provides primary
                  and secondary contain-          pipe protection and
                  ment of motor vehicle           secondary containment
                  fuels from underground
                  storage tanks to              - Flexible
                  product dispensers
                                                - No joints

                                                - UL-approved for gaso-
                                                   line and gasohol

                                                - Primary pipe can be
                                                  retracted for repair or
                                                          replacement

                                                - Ease of installation
                                                - Thermoplastic
                                                   construction

                                                - Certain features
                                                  protected by patent

Sump/risers       Liquid-resistant access      - Secondary containment
                  chambers made from
                  fiberglass or polyethy-       - Mounted on all types of
                  lene for submersible             underground storage
                  pumps and other fit-             tanks
                  tings attached to
                  underground storage           - Provides easy above-
                  tanks                           ground access to pumps
                  and fittings

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<PAGE>

                                                - Sumps and risers can be
                                                  stacked and trimmed to
                                                  achieve required burial
                                                  depth

Dispenser         Liquid-resistant              - Secondary containment
sumps             secondary containment
                  chambers made from            - UL-approved mounting
                  fiberglass or poly-             frames, brackets and
                  ethylene for above                 stabilizer bars
                  ground fuel dispensers
                                                - Provides aboveground
                                                  access to dispenser
                                                  valves, joints and
                                                  connectors

                                                - Polyethylene and
                                                  fiberglass construction

                                                - Certain features
                                                  protected by patent

Bulkhead          Specially designed fit-       - Ease of installation
fittings          tings used to seal pipe/
and               sump connections              - Thermoplastic
reducers                                          construction

                                                - Certain features
                                                  protected by patent

Tank              A polyethylene jacket         - Secondary containment
Jacket(R)         that provides secondary
                  containment and corro-        - UL-approved secondary
                  sion protection for rigid       containment and corro-
                  fiberglass or steel             sion protection jacket
                  underground storage tanks

                                                - Certain features protected by
                                                  patents

                                                - UL-approved for
                                                  gasoline and gasohol

                                                - Less expensive than
                                                  fiberglass tanks

                                                - Ease of transportation
                                                - Polyethylene
                                                  construction

                                                - Certain features
                                                  protected by patent

The Company discontinued its Pipe Jacket product line in 1995.

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<PAGE>

SALES ACTIVITIES

     GENERAL

     The sales of the Company's principal products and the sales of each product
as a percentage of total sales in 2000, 1999 and 1998 are set forth in the
following table:

                      SALES AND PERCENTAGES OF TOTAL SALES

                                          Year Ended December 31,
                          -----------------------------------------------------
                                2000               1999                1998
                          ----------------   ----------------   ---------------
                                        (Dollars in thousands)
Enviroflex and
  other piping ........ $ 5,161      31.0% $ 8,036      32.3% $21,709      40.5%
Sump/risers and
  Bulkheads, fittings
  and reducers ........   6,470      38.8    8,320      33.4   14,489      27.0
Dispenser sumps .......   1,896      11.4    3,631      14.6    5,746      10.7
Tank Jacket ...........   1,261       7.6    2,382       9.6    5,800      10.8
Pipe Jacket ...........      --      --         --      --         51       0.1
Installation ..........   1,543       9.3    1,208       4.8    4,517       8.4
Applicator equipment
  and other ...........     324       1.9    1,336       5.3    1,270       2.5
                        -------   -------  -------   -------  -------   -------
Totals ................ $16,655     100.0%  24,913     100.0% $53,582     100.0%
                        =======   =======  =======   =======  =======   =======

     GEOGRAPHIC MARKETS

     In addition to the United States, the Company's geographic market for its
products includes Canada, Mexico, Central and South America, Europe (including
the EEC, Hungary and Poland), Australia, New Zealand, Southeast Asia (including
Singapore, Thailand, Taiwan and Hong Kong), and the Middle East (including
Turkey and Israel). The Company's net sales to customers outside the United
States in 2000, 1999 and 1998 were $4.6 million, $6.0 million and $11.6 million,
respectively. The Company's principal foreign end users are the major oil
companies.

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     The following table sets forth, for the periods indicated, the net sales of
the Company's products by geographic market area.

                      NET SALES BY GEOGRAPHIC MARKET AREA

                                         Year Ended December 31,
                                        -------------------------
                                         2000    1999     1998
                                        -------  -------  -------
                                             (In thousands)
Net Sales:
  United States.......................  $12,024  $18,938  $41,950
  Canada..............................      359      892    1,646
  Mexico, Central and South America.        725    1,407    5,059
  Europe and the Middle East..........    3,336    3,248    3,781
  Southeast Asia, Australia and
    New Zealand.......................      211      428    1,146
                                        -------  -------  -------
Total.................................  $16,655  $24,913  $53,582
                                        =======  =======  =======

     Information relating to foreign operating income and foreign assets is set
forth in Note 14 of Notes to Consolidated Financial Statements included
elsewhere herein.

PRODUCT DEVELOPMENT

     The Company is committed to a program of continuous product evaluation and
continuous improvement in order to maintain the technological competitiveness of
its product line. In addition, the Company is actively engaged in developing new
products for traditional markets in addition to expanding into non-traditional
markets.

NEW MANUFACTURING LINE

     In the fourth quarter of 1997, the Company initiated the installation of a
new primary pipe manufacturing line at its Oaks, Pennsylvania facility. Prior to
such activity, the Company, since its inception, had purchased its primary pipe
from Dayco Products, Inc., a subsidiary of Mark IV Industries. (See Note 12 of
Notes to Consolidated Financial Statements.) With this new manufacturing
equipment, the Company was able to redesign and significantly improve certain
important features of the Enviroflex(R) and Omniflex(R) primary pipes. This
primary pipe carries the approval of Underwriters' Laboratories and
internationally, ERA Technology Ltd. In the fourth quarter of 1999, the Company
completed the installation of its pipe manufacturing line at the Oaks,
Pennsylvania facility by purchasing, for approximately $2.1 million, a
"Corrugator", a plastic extruder which makes the base pipe for all of its piping
products. Previously, between 1997 and 1999, the Company purchased the base pipe
from an outside vendor.

     Also, the Company finalized the design and began producing a new pipe for
use in remote fill applications. This pipe is a 4-inch corrugated composite
extrusion with field attachable fittings. The Company expects that this pipe
will be sold principally overseas.

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<PAGE>

END USERS

     The principal domestic end users of the Company's products are major oil
companies, retail business operators and convenience store chains which purchase
the Company's products in connection with the installation of new and the
retrofitting of existing Fuel Containment Systems. The Company's other domestic
customers are primarily state and local government bodies, utilities and other
fleet vehicle operators.

     Substantially all of the Company's sales relating to oil company and
convenience store chain end users are performed pursuant to purchase orders or
non-exclusive contracts, neither of which provide for any minimum purchase
requirements. In 2000 and 1999, the Company's backlog of orders averaged less
than $500,000. In 1998, the backlog averaged less than $1.5 million. The Company
typically ships incoming orders within approximately seven days and, therefore,
does not have a significant product backlog. As of December 31, 2000, the
Company had approximately $0.6 million in field service revenue backlog compared
to $1.1 million as of December 31, 1999.

COMPETITION

     The industry in which the Company operates is highly competitive and
dominated by a few companies. The companies compete on several factors including
product performance, service and pricing.

     The Company's principal competitors in the market for underground piping
systems (including sump risers and dispenser sumps) are divisions or
subsidiaries of A. O. Smith Corporation and Ameron, Inc., both of which are
fiberglass manufacturers, as well as Environ Products, Inc., a manufacturer of
flexible piping systems, and a new competitor of the Company, OPW Fueling
Components ("OPW"), a division of Dover Resources, Inc. (See "Item 3 - Legal
Proceedings"). Many of these companies have greater financial resources than the
Company.

     The Company's primary competition for Tank Jackets are manufacturers of
fiberglass, fiberglass clad and steel tanks. Of these competing manufacturers,
Fluid Containment, Inc. and Xerxes Corporation are both fiberglass tank
manufacturers.

MANUFACTURERS AND SUPPLIERS

     In the fourth quarter of 1997, the Company began manufacturing the primary
pipe component of its Enviroflex and Omniflex flexible piping systems. Prior
thereto, the Company purchased its primary pipe from Dayco Products, Inc., a
subsidiary of Mark IV Industries (See Item 3 - "Legal Proceedings"). The Company
also manufacturers its Tank Jacket product, as well as molded bulkhead fittings,
other seals, fiberglass tanks and dispenser sumps.

     Ten suppliers provide the Company approximately 65% of its purchases. The
Company does not have any written supply contracts with its principal suppliers.

PATENTS AND TRADEMARKS, LICENSING AGREEMENTS

     The Company derives revenues from the sale of Enviroflex and Omniflex
piping systems and its Tank Jacket product, certain features of which are
covered by patents owned by, assigned to, or licensed to the Company. The
Company relies on its intellectual property rights to protect its interest in
these design features.

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<PAGE>

     Two cases were pending in the United States District Court for the Eastern
District of Pennsylvania, in which the Company, as exclusive licensee of these
certain patents, and the licensor of those patents sought money damages and an
injunction due to patent infringement by Environ Products, Inc. ("Environ") and
Environ sought a declaration of invalidity of the patents, non-infringement, and
unenforceability. These cases were to be tried in the fall of 1998. The court
issued an order on September 29, 1998, which among other things, granted
Environ's motions for summary judgment of invalidity of the patents and
non-infringement by Environ. This constituted a final judgment of all issues
which were material to these cases, and the licensor filed an appeal to the U.S.
Court of Appeals, Federal Circuit. As a result of this decision, the Company
wrote off during 1998 the current unamortized cost of this license, which was
approximately $3.7 million. By a decision dated September 15, 1999, the U.S.
Court of Appeals, Federal Circuit reversed the decision of the U.S. District
Court, and Environ petitioned the U.S. Supreme Court for a Writ of Certiorari.
The petition was denied and the cases were remanded to the District Court for
trial. The licensor's successor in interest, PISCES by OPW, Inc. ("OPW"), was
substituted in place of the licensor. OPW and Environ filed a motion to dismiss
the Company as a party in both cases and to dismiss both cases, in furtherance
of a settlement reached without the Company's participation. The court granted
the motion. The Company has objected and requested that it be permitted to
maintain its action against Environ. A related case was recently brought by OPW
against the Company in the United States District Court for the Southern
District of Ohio for money damages and an injunction alleging, among other
things, that the Company's license to make products covered by OPW patents,
including its Enviroflex(R) piping systems, terminated due to Company's failure
to make royalty payments. The suit alleges patent infringement of the same three
patents that are the subject of the litigation in the Eastern District action,
as well as an additional patent. The Company believes that it has certain
counterclaims that may be asserted against OPW, defenses to the validity of some
or all of OPW's claims and other defenses to the action.

     In January 1998, the Company settled and terminated litigation with two
competitors who claimed that they possessed licenses to manufacture and sell
underground systems with retractability and other features covered by patents
licensed to the Company. The purported licensees acknowledged that whatever
license rights they had were terminated and the Company paid approximately $1.64
million to them, excluding various other expenses associated with this
litigation of approximately $160,000.

     The Company also relies on unpatented proprietary information to maintain
and promote its commercial position.

EMPLOYEES

     As of December 31, 2000, the Company employed 90 persons, 12 of whom were
engaged in marketing and sales; 2 of whom were engaged in research and
development; 40 of whom were engaged in manufacturing, warehousing, and
assembly; 5 of whom were engaged in field service installations; and 31 of whom
were engaged in finance, administration and management. Of the total number of
employees, 4 were located outside the United States. None of the Company's
employees are covered by a collective bargaining agreement.

ITEM 2.  PROPERTIES

     The Company operates in a 125,000 square foot leased facility located in
Oaks, Pennsylvania. The Company believes that the facility will accommodate its
administrative and manufacturing needs for the foreseeable future.

     Rene Morin, Inc., a wholly owned subsidiary of the Company, operates from a
12,000 square foot leased facility located in Plainfield, Connecticut.

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<PAGE>

     American Containment, Inc. operates from several leased buildings, totaling
approximately 10,000 square feet, located in Bakersfield, California.

     TCI-Environment NV, a wholly owned subsidiary of the Company, operates from
an office and warehouse space located in Antwerp, Belgium.

ITEM 3.  LEGAL PROCEEDINGS

     Two cases were pending in the United States District Court for the Eastern
District of Pennsylvania, in which the Company, as exclusive licensee of these
certain patents, and the licensor of those patents sought money damages and an
injunction due to patent infringement by Environ Products, Inc. ("Environ") and
Environ sought a declaration of invalidity of the patents, non-infringement, and
unenforceability. These cases were to be tried in the fall of 1998. The court
issued an order on September 29, 1998, which among other things, granted
Environ's motions for summary judgment of invalidity of the patents and
non-infringement by Environ. This constituted a final judgment of all issues
which were material to these cases, and the licensor filed an appeal to the U.S.
Court of Appeals, Federal Circuit. As a result of this decision, the Company
wrote off during 1998 the current unamortized cost of this license, which was
approximately $3.7 million. By a decision dated September 15, 1999, the U.S.
Court of Appeals, Federal Circuit reversed the decision of the U.S. District
Court, and Environ petitioned the U.S. Supreme Court for a Writ of Certiorari.
The petition was denied and the cases were remanded to the District Court for
trial. The licensor's successor in interest, PISCES by OPW, Inc. ("OPW"), was
substituted in place of the licensor. OPW and Environ filed a motion to dismiss
the Company as a party in both cases and to dismiss both cases, in furtherance
of a settlement reached without the Company's participation. The court granted
the motion. The Company has objected and requested that it be permitted to
maintain its action against Environ. A related case was recently brought by OPW
against the Company in the United States District Court for the Southern
District of Ohio for money damages and an injunction alleging, among other
things, that the Company's license to make products covered by OPW patents,
including its Enviroflex(R) piping systems, terminated due to Company's failure
to make royalty payments. The suit alleges patent infringement of the same three
patents that are the subject of the litigation in the Eastern District action,
as well as an additional patent. The Company believes that it has certain
counterclaims that may be asserted against OPW and defenses to the validity of
some or all of OPW's claims and other defenses to the action.

During 1997, the Company initiated a legal action against Dayco Products, Inc.,
a subsidiary of Mark IV Industries, in the United States District Court for the
Eastern District of Pennsylvania seeking, among other things, a judicial
determination that Dayco breached the provisions of two Supply Agreements,
entered into in 1990 and 1993 for the sale of primary pipe. The Complaint
alleged that Dayco supplied pipe that was defective because it was susceptible
to microbial fungus attack. In its suit, the Company requested that the Court
award damages to cover, among other things, the cost of inspecting and replacing
defective pipe and related costs in an amount to be determined at trial and for
further appropriate relief. (See Note 2 of Notes to Consolidated Financial
Statements.) The Company also sued for breach of the pricing provisions of the
Dayco Agreement. Dayco filed a counterclaim for approximately $4.0 million for
goods, services, and freight contracted for by the Company, under the Dayco
Agreement (See Note 13 of Notes to Consolidated Financial Statements) and
damages for alleged breaches of various duties purportedly owed to Dayco. After
a five week trial, on November 16, 2000, the jury awarded the Company $23.0
million in damages for breach of the pricing provisions, which was significantly
higher than the $1.3 million in damages the Company requested for Dayco's price
overcharges. The jury also found that the Company's claim for breach of warranty
regarding allegedly defective piping products supplied by Dayco was time-barred

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<PAGE>

by the statute of limitations. The jury awarded Dayco approximately $3.7 million
in damages in Dayco's counterclaim against the Company for breach of contract
for the outstanding accounts receivable. The Company has maintained a liability
on its balance sheet since 1997 for Dayco's counterclaim. Both the Company and
Dayco have filed post-trial motions, which are presently pending before the
Court. The motions address whether the jury's $23.0 million verdict should be
sustained, reduced, or eliminated, or in the alternative, whether the Court
should grant a new trial on the Company's claims, in whole or in part.

     In addition, Dayco initiated a separate legal action against the Company in
February 1999 in the United States District Court for the Western District of
Missouri, alleging that the Company is infringing certain patents held by Dayco
relating to hose couplings and seeking, among other things, a determination of
infringement, damages, and injunctive relief. In July, 2000 the Court issued a
summary judgment in favor of the Company on the basis that the Company was not
infringing the Dayco patents. Dayco has filed an appeal to the United States
Court of Appeals for the Federal Circuit, which is currently pending.

     A legal action was filed in the Fifth Circuit Court of the State of Hawaii
on September 16, 1997 by JJR Inc., James Jasper Enterprises, Inc., and others
with interests in a retail shopping center on the Island of Kauai, Hawaii,
against the Company, Dayco, and Senter Petroleum, Inc. for damages allegedly
resulting from the failure of the Company's Enviroflex piping system on or about
August 12, 1996 at The Little Gas Shack (the "Shack"), a retail gasoline service
facility supplied by Senter Petroleum, Inc., adjacent to the shopping center.
Prior to trial, a settlement was reached between the plaintiffs and all of the
defendants except Senter Petroleum, under the terms of which the Company's
insurance carrier will make a nominal payment, and the Company will be released
from the claims of plaintiffs, and indemnified against the claims of Senter.

     Other Litigation. The Company is also involved in various other legal
actions incidental to the conduct of its business. Management is contesting
these cases vigorously and believes it has meritorious defenses in each matter.
Management does not believe the ultimate outcome of these various legal actions
will have a material effect on the Company's financial condition, results of
operations or working capital requirements.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of the Company and their ages and positions with the
Company are as follows:

Name                         Age                 Position
----------------------  ----------  ----------------------------------
Pierre Desjardins.......    59      Chairman of the Board

John R. Wright, Jr.....     40      President and Chief Executive Officer

Jeffrey A. Boehmer...       35      Vice President Operations

Anthony P. Adamson..        35      Vice President Sales and Marketing

Thomas P. Kennedy...        38      Vice President Finance and Chief
                                    Financial Officer

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<PAGE>



     The principal occupation and business experience during the last five years
of the executive officers of the Company are as follows:

     Pierre Desjardins. Since April 1997, Mr. Desjardins has served as Chairman
of the Board of the Company, and from September 1996 to December 2000, Mr.
Desjardins served as Chief Executive Officer of the Company. During the period
from September 1996 through September 1999, Mr. Desjardins also served as
President of the Company. From 1990 to 1994, he was President and Chief
Executive Officer of Domtar, Inc., a publicly owned Canadian pulp and paper
corporation. He is currently a director of Uni-Select Inc., a publicly owned,
Canadian company engaged in the distribution of parts and systems for motor
vehicles and is a consultant for The Canam Manac Group, Inc., a publicly owned
Canadian industrial corporation engaged in the manufacture of construction steel
components and trailers in Canada, the United States, France and Mexico. He is
also a Director of TouchTunes Music Corporation., a public company providing
music-on-demand digital jukeboxes.

     John R. Wright, Jr. Mr. Wright joined the Company in June 1997 as Vice
President Operations. In December 1998, he became Vice President of Marketing
and Engineering. In October 1999, he became President and Chief Operating
Officer and was elected to the Board of Directors of the Company. In December
2000, he was elected Chief Executive Officer for the Company. From 1982 to 1997,
Mr. Wright was Director of Materials Management for Lukens, a specialty steel
manufacturer. Prior responsibilities at Lukens included corporate planning,
manager, and various sales positions.

     Jeffrey A. Boehmer. Mr. Boehmer joined the Company as an accountant in
1987. From 1990 until 1996, Mr. Boehmer served as Operations Manager. He served
as Vice President Operations from January 1996 until June 1997, and as Vice
President Finance from June 1997 until December 1997. Mr. Boehmer presently
serves as Vice President of Operations. Mr. Boehmer has also served as Secretary
of the Company from 1994 to December 1998.

     Anthony P. Adamson. Mr. Adamson joined the Company in April 2000 as Vice
President of Sales and Marketing. From 1997 to 2000, he was Director, Marketing
for Tokheim Corporation. Prior to that he spent 8 years at Mobil Corporation in
various positions throughout the United States with some global
responsibilities.

     Thomas P. Kennedy. Mr. Kennedy joined the Company in June 2000 as Vice
President Finance and Chief Financial Officer. Previously Mr. Kennedy had been
Corporate Controller from November 1996 to May 2000 with a subsidiary of Dyson
Kissner and Moran, a privately owned multi-industry holding company. From May
1991 to November 1996 Mr. Kennedy was the Division Controller for Horsehead
Resource Development Company, a publicly owned recycler of hazardous waste. Mr.
Kennedy began his career with Ernst & Young LLP.

                                       13

<PAGE>



                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTER

     The Company's Common Stock (the "Common Stock") commenced trading on the
Nasdaq Stock Market National Market System ("Nasdaq NMS") under the symbol TCIX
on February 25, 1994, the date on which the Company completed its initial public
offering (the "Offering"). Prior to the Offering there was no public market for
the Common Stock. The Company's Common Stock commenced trading on the Nasdaq
SmallCap Market on March 31, 2000, after it ceased trading on the Nasdaq
National Market System. As of February 23, 2001, the Company had 71 shareholders
of record and approximately 500 beneficial owners of the Common Stock.

     In August 2000, the Company sold to Canam Steel Corporation, the current
holder of the Series A and Series B Preferred Stock, 40 shares of Series C
Floating Rate Preferred Stock of the Company for $50,000 cash per share or $2.0
million cash in the aggregate. In the first quarter of 2001, Canam Steel
Corporation purchased an additional 40 shares of Series C Preferred Stock for
$50,000 cash per share or $2.0 million cash in the aggregate. The sales of the
Series C Preferred Stock were exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended, because the transactions did not involve
public offerings. The Series C Preferred Stock is entitled to dividends at a
floating rate equal to the prime rate plus 3.5% with a minimum rate of at least
12%. Dividends are paid quarterly in arrears and if not paid would cumulate at
the above mentioned rates plus 50 basis points. Canam Steel Corporation has
waived payment of the dividends until after December 31, 2001, including the
additional interest which accrues if payment is not made. The Series C Preferred
Stock: (i) does not possess voting rights, (ii) is not convertible into common
stock, and (iii) is not redeemable at the option of the holder. The Series C
Preferred Stock is redeemable at the option of the Company if at least the
majority of the independent and disinterested members of the audit committee of
the Company's Board of Directors approves such redemption.

     The following table sets forth the quarterly ranges of high and low sale
prices, and the closing sale price, for shares of the Common Stock for the
periods indicated. Such prices represent quotations between dealers and do not
include mark-ups, mark-downs or commissions, and may not necessarily represent
actual transactions.

                                     Sale Prices
                                     -----------
                                                                      Closing
                               High                Low               Sale Price
                               ----                ---               ----------
2000

----
First Quarter...             $2-1/2               $1                 $1-13/16
Second Quarter..              2-1/4                1                  1-13/16
Third Quarter...              2                    15/16              1-3/16
Fourth Quarter..              2                    3/8                15/16

1999

----
First Quarter...             $6-3/4               $4-5/8             $5-7/16
Second Quarter..              5-3/4                2-1/2              3
Third Quarter...              3-1/4                2                  3-1/4
Fourth Quarter..              3-3/16               1-13/16            2-1/8

                                       14
<PAGE>


     The Company has not paid any cash dividends on the Common Stock in the past
and does not anticipate that any cash dividends on Common Stock will be declared
or paid in the foreseeable future. The Company's current line of credit facility
prohibits the payment of any dividends by the Company without the lender's prior
written consent.

ITEM 6.  SELECTED FINANCIAL DATA

     Information required by this Item is included on Page 3 of the 2000 Annual
Report.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     Information required by this Item is included on Pages 7 through 15 of the
2000 Annual Report to shareholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The audited Consolidated Financial Statements of the Company at December
31, 2000 and 1999 and for the three years ended December 31, 2000 required by
this Item are included on Pages 16 through 37 of the 2000 Annual Report. No
supplementary financial data is required to be included herein.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Not applicable.

                                       15
<PAGE>



                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Incorporated by reference herein is the information appearing in the Proxy
Statement relating to the Company's Annual Meeting of Shareholders to be held on
May 11, 2001 (the "Proxy Statement") under the heading "Election of Directors
--Continuing Directors and Nominees for Election as Director" and under the
heading "Report of the Compensation Committee on Executive Compensation --
Additional Information Regarding Directors and Officers."

     Information regarding executive officers of the Company is presented in
Part I, Item 4A of this Annual Report on Form 10-K.

ITEM 11.  EXECUTIVE COMPENSATION

     Incorporated by reference herein is the information appearing in the Proxy
Statement under the heading "Report of the Compensation Committee on Executive
Compensation."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Incorporated by reference herein is the information appearing in the Proxy
Statement under the headings "General --Principal Shareholders" and "Election of
Directors -- Security Ownership of Management."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.


                                       16
<PAGE>



                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this report:

1.   AUDITED FINANCIAL STATEMENTS

     The financial statements of the Company listed on the index set forth below
are filed as part of this Annual Report on Form 10-K.

                                                      PAGE OF THE
                                                     ANNUAL REPORT
                                                     -------------
Reports of Independent Accountants...............         16
Consolidated Balance Sheets as of December 31,
  2000 and 1999..................................         17
Consolidated Statements of Operations for the
  years ended December 31, 2000, 1999 and 1998...         18
Consolidated Statements of Changes in
  Shareholders' Equity for the years ended
  December 31, 2000, 1999 and 1998...............         19
Consolidated Statements of Cash Flows for the
  years ended December 31, 2000, 1999 and 1998...         20
Notes to Consolidated Financial Statements.......         21

2.  FINANCIAL STATEMENT SCHEDULES

     Schedules setting forth the allowance for doubtful accounts and warranty
reserves of the Company as of December 31, 2000, 1999 and 1998 are attached as
Appendices to this Annual Report on Form 10-K.

                                       17
<PAGE>

3.  EXHIBITS

         The following is a list of the Exhibits required by Item 601 of
Regulation S-K and incorporated by reference herein or attached as Exhibits to
this Annual Report on Form 10-K.

 3.1     Certificate of Incorporation of the Company, incorporated herein by
         reference to Exhibit 3.1 to the Quarterly Report of the Company on Form
         10-Q for the quarter ended June 30, 1997.

 3.2     Bylaws of the Company, incorporated herein by reference to Exhibit 3.2
         to the Quarterly Report of the Company on Form 10-Q for the quarter
         ended June 30, 1997.

 4.1     Specimen of Common Stock Certificate of the Company, incorporated
         herein by reference to Exhibit 4(a) to Registration Statement No.
         33-70456 on Form S-1 of the Company.

 4.2     Certificate Representing Shares of Class A Floating Rate Preferred
         Stock and Related Statement With Respect to Shares - Domestic Business
         Corporation, with Attachments, incorporated herein by reference to
         Exhibit 3.3 to the Annual Report on Form 10-K of the Company for the
         year ended December 31, 1997.

 4.3     Certificate Representing Shares of Class B Floating Rate Preferred
         Stock and Related Statement With Respect to Shares - Domestic Business
         Corporation, with Attachments, incorporated herein by reference to
         Exhibit 4.3 to the Annual Report on Form 10-K of the Company for the
         year ended December 31, 1999.

 4.4     Certificate Representing Shares of Class C Floating Rate Preferred
         Stock and Related Statement With Respect to Shares - Domestic Business
         Corporation, with Attachments.

10.1     Stock Compensation Plan, dated January 14, 1994, incorporated herein by
         reference to Exhibit 10(a) to Registration Statement No. 33-70456 on
         Form S-1 of the Company.*

10.2     Stock Compensation Plan, dated February 27, 1997, incorporated herein
         by reference to Exhibit 10.2 to the Annual Report of the Company on
         Form 10-K for the fiscal year ended December 31, 1996.*

10.3     Employment Agreement between the Company and Jeffrey A. Boehmer,
         incorporated by reference to the Quarterly Report of the Company on
         Form 10-Q for the quarter ended March 31, 1994.*

 10.4    Settlement Agreement between the Company Ameron, Inc., Environ
         Products, Inc., Michael C. Webb, Keith Osborne, Intelpro Corporation,
         and Buffalo Environmental Products Corporation, dated as of January 26,
         1998, incorporated herein by reference to Exhibit 10.7 to the Annual
         Report on Form 10-K of the Company for the year ended December 31,
         1997.

10.5     Secrecy Agreement, dated November 2, 1987, between the Company and
         Remcon Plastics, Inc., incorporated herein by reference to Exhibit
         10(m) to Registration Statement No. 33-70456 on Form S-1 of the
         Company.

10.6     Settlement Agreement, dated December 16, 1994, between the Company and
         Keith Osborne, et al., incorporated by reference to Exhibit 10.14 to
         the Annual Report on Form 10-K of the Company for the fiscal year ended
         December 31, 1994.

                                       18
<PAGE>

10.7     Commitment Letter from Commercial Bank dated January 17, 1998 setting
         forth terms of $10 million line of credit facility, incorporated by
         reference to Exhibit 10.11 to the Annual Report of the Company on Form
         10-K for the fiscal year ended December 31, 1997.

10.8     Employment Agreement between the Company and John R. Wright Jr. dated
         October 1, 1999, incorporated by reference to Exhibit 10.13 to the
         Annual Report on Form 10-K of the Company for the fiscal year ended
         December 31, 1998.

10.9     Loan Modification Agreement and Allonge dated December 23, 1998
         amending the line of credit agreement, incorporated by reference to
         Exhibit 10.15 to the Annual Report on Form 10-K of the Company for the
         fiscal year ended December 31, 1998.

10.10    Promissory Note in the amount of $4,000,000 dated September 27, 1999,
         between the Company and Finloc Inc., incorporated by reference to
         Exhibit 10.16 to the Annual Report on Form 10-K of the Company for the
         fiscal year ended December 31, 1999.

10.11    Loan Agreement dated December 14, 1999, between the Company and Bank of
         America, N.A., incorporated by reference to Exhibit 10.17 to the Annual
         Report on Form 10-K of the Company for the fiscal year ended December
         31, 1999.

10.12    Promissory Note, with the maximum principle of $5,000,000, dated
         December 14, 1999, between The Company and Bank of America, N.A.,
         incorporated by reference to Exhibit 10.18 to the Annual Report on Form
         10-K of the Company for the fiscal year ended December 31, 1999.

10.13    Loan Modification Agreement dated March 16, 2000, amending the Loan
         Agreement dated December 14, 1999 between the Company and Bank of
         America, N.A., incorporated by reference to Exhibit 10.19 to the Annual
         Report on Form 10-K of the Company for the fiscal year ended December
         31, 1999.

10.14    Loan Modification Agreement dated April 14, 2000, amending the Loan
         Agreement dated December 14, 1999 between the Company and Bank of
         America, N.A.

10.15    Loan Modification Agreement dated March 29, 2001, amending the Loan
         Agreement dated December 14, 1999 between the Company and Bank of
         America, N.A.

11       Computation of per share earning.

21       Subsidiaries of the Company.

23.1     Consent of Grant Thornton LLP.

-------------------

* Denotes compensatory plan or arrangement.

     (b)  Reports on Form 8-K.

     The Company filed the following Current Reports on Form 8-K during the
fourth quarter of 2000:

         None.

                                       19
<PAGE>


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                              Total Containment, Inc.
                              (Registrant)

                              /s/ JOHN R. WRIGHT, JR.
                              -----------------------------------
                              John R. Wright Jr.,
                              Chief Executive Officer

Dated:   February 27, 2001

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>

Signature                                            Title                                         Date
---------                                            -----                                         ----

<S>                                                                                                    <C> <C>
/s/ PIERRE DESJARDINS                       Chairman                                           February 27, 2001
--------------------------------
Pierre Desjardins


/s/ JOHN R. WRIGHT, JR.                     President and Chief Executive Officer              February 27, 2001
-------------------------------
John R. Wright, Jr.


/s/ THOMAS P. KENNEDY                       Vice President Finance and Chief Financial         February 27 , 2001
-------------------------------             Officer
Thomas P. Kennedy


/s/ MARC GUINDON                            Director                                           February 27, 2001
------------------------------
Marc Guindon


/s/ JEAN-CLAUDE ARPIN                       Director                                           February 27, 2001
------------------------------
Jean-Claude Arpin


/s/ MARCEL DUTIL                            Director                                           February 27, 2001
------------------------------
Marcel Dutil


/s/ PAUL GOBEIL                             Director                                           February 27, 2001
-------------------------------
Paul Gobeil


/s/ NYCOL PAGEAU-GOYETTE                    Director                                           February 27, 2001
-------------------------------
Nycol Pageau-Goyette


/s/ BERNARD GOUIN                           Director                                           February 27, 2001
-------------------------------
Bernard Gouin
</TABLE>


                                       20
<PAGE>

                                   SCHEDULE II

                    TOTAL CONTAINMENT, INC. AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>

                                       BALANCE AT       CHARGED TO                                            BALANCE
                                      BEGINNING OF       COSTS AND                                           AT END OF
           DESCRIPTION                   PERIOD          EXPENSES         RECOVERIES        DEDUCTIONS        PERIOD
           -----------                   ------          --------         ----------        ----------        ------

2000
----
<S>                                    <C>              <C>             <C>               <C>              <C>
Allowance for doubtful
accounts                               $359,839         $240,000        $29,421 (2)       $152,894 (1)     $476,366

1999
----

Allowance for doubtful
accounts                               $420,499         $250,057        $33,163 (2)       $343,880 (1)      $359,839

1998
----

Allowance for doubtful
accounts                               $200,000         $470,640         $8,877 (2)       $259,018 (1)      $420,499
</TABLE>




Notes:   (1)  Write-off of amounts reserved in prior periods.

         (2)  Recovery of a previously reserved receivable.

                                       21
<PAGE>



                                  SCHEDULE VIII

                    TOTAL CONTAINMENT, INC. AND SUBSIDIARIES

                                    RESERVES

                        DECEMBER 31, 1998, 1999 AND 2000
<TABLE>
<CAPTION>

                                      Balance at  Charged to                    Balance
                                      beginning   cost and                      at end
                                      of period   expenses        Deductions    of period
                                      ----------  -----------     -----------   -----------

<S>                                  <C>          <C>             <C>           <C>
Warranty Reserve December 31, 2000   $ 3,341,895  $   500,865     $(1,632,043)  $ 2,210,717

                 December 31, 1999   $ 6,118,882  $ 1,509,727 (1) $(4,286,714)  $ 3,341,895

                 December 31, 1998   $17,321,398  $(1,711,907)(2) $(9,490,609)  $ 6,118,882
</TABLE>

-------------------

(1)  Includes special warranty charge of $800,000 (See Note 2 of Notes to
     Consolidated Financial Statements).

(2)  Includes a reversal of the pipe warranty reserve of $3.3 million (See Note
     2 of Notes to Consolidated Financial Statements).

                                       22


<PAGE>