FORM 10-K/A

                       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, 1999,

                                       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)

<PAGE>

     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. [ X ]

     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 nonaffiliates as of February 26, 2000, was $4,290,525.


     As of February 26, 2000 the Registrant had 4,672,600 shares of Common Stock
outstanding.

     Documents incorporated by reference. Portions of the 1999 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 2, 2000 are incorporated by
reference into Part III of this Report.

<PAGE>

                            TOTAL CONTAINMENT, INC.

                               TABLE OF CONTENTS

                                     PART I


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

ITEM 2.   PROPERTIES.................................................... 7

ITEM 3.   LEGAL PROCEEDINGS............................................. 8

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
          HOLDERS....................................................... 9

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT.......................... 9

                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          SHAREHOLDER MATTERS...........................................11

ITEM 6.   SELECTED FINANCIAL DATA.......................................12

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS...........................12

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................12

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE...........................12

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
          REGISTRANT....................................................13

ITEM 11.  EXECUTIVE COMPENSATION........................................13

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT................................................13

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

                                    PART IV

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



<PAGE>

     Except for historical information, this report may be deemed to contain
"forward-looking: statements. The Company desires to avail itself of the Safe
Harbor provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act") and is including this cautionary statement for the express purpose of
availing itself of the protection afforded by the Act.

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
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
Company and the acceptance of such products and services by the Company and the
acceptance of such products and services by 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; and (10) 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

                                       1
<PAGE>

("Fuel Containment Systems") worldwide. The principal end users of the Company's
products are major 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. The Company believes that
this action will complement the Company's parts business, enhance its field
level expertise and provide an additional resource to its customers.

     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:

<TABLE>
<S>                          <C>                                <C>
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

</TABLE>

                                       2
<PAGE>

<TABLE>
<S>                          <C>                                <C>
                                                                 - 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

</TABLE>

                                       3
<PAGE>

     The Company discontinued its Pipe Jacket product line in 1995.

SALES ACTIVITIES

     General

     The sales of the Company's principal products and the sales of each product
as a percentage of total sales in 1997, 1998 and 1999 are set forth in the
following table:

                      Sales and Percentages of Total Sales

                                          Year Ended December 31,
                          ------------------------------------------------------
                                1997               1998                1999
                          ----------------   ----------------   ----------------
                                (Dollars in thousands)
Enviroflex and

  other piping...          $19,550   42.8%  $ 21,709    40.5%   $ 8,036   32.3%
Sump/risers and
  Bulkheads, fittings
  and reducers.......       10,168   22.3     14,489    27.0      8,320   33.4
Dispenser sumps..            5,060   11.1      5,746    10.7      3,631   14.6
Tank Jacket.....             6,109   13.4      5,800    10.8      2,382    9.6
Pipe Jacket......              485    1.1         51     0.1          -      -
Installation.....            1,977    4.3      4,517     8.4      1,208    4.8
Applicator equipment
  and other.                 2,300    5.0      1,270     2.5      1,336    5.3

                          --------   ----    -------   -----    -------  -----
Totals...........         $ 45,649  100.0%   $53,582   100.0%    24,913  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 1997, 1998 and 1999 were $12.5 million, $11.6 million and $6.0
million, respectively. The Company's principal foreign end users are the major
oil companies.


                                       4
<PAGE>

     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,
                                        -------------------------
                                         1997     1998     1999
                                        -------  -------  -------
                                             (In thousands)
Net Sales:

  United States.......................  $33,128  $41,950  $18,938
  Canada..............................    1,463    1,646      892
  Mexico, Central and South America...    6,412    5,059    1,407
  Europe and the Middle East..........    3,536    3,781    3,248
  Southeast Asia, Australia and
    New Zealand.......................    1,110    1,146      428

                                        -------  -------  -------
Total.................................  $45,649  $53,582  $24,913
                                        =======  =======  =======

     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 and "Item 3. Legal Proceedings." 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 ERA. 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.


                                       5
<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 1997, the Company's backlog of orders averaged $1.7 million. In
1998, the backlog averaged less than $1.5 million. During 1999, the backlog
averaged less than $500,000. The Company typically ships incoming orders within
approximately seven days and, therefore, does not have a significant product
backlog. As of December 31, 1999, the Company had approximately $1.1 million in
field service revenue backlog.


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 Jacket are manufacturers of
fiberglass, fiberglass clad and steel tanks. Of these competing manufacturers,
Fluid Containment, Inc. and Xeroxes 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 75% 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.

                                       6
<PAGE>


     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 had the right to practice certain claims with respect to piping
used in the Enviroflex and Omniflex system pursuant to an exclusive worldwide
license (the "license") with respect to patents owned by OPW, which also
possessed the right to practice these claims. Due to a judicial order issued in
September 1998 in litigation between the Company and Environ Products, Inc.,
which declared invalid the patent licensed by the Company, the company wrote off
in 1998 approximately $3.7 million of current unamortized cost of the patent
license. 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
has petitioned the U.S. Supreme Court for a Writ of Certiorari.

     Under the license, the Company was obligated to pay a royalty of three
percent of net sales of the Company attributable to products covered by the
patents to OPW, payable quarterly, with a minimum payment of $75,000 per
calendar quarter. On April 1, 1994, the Company paid an advance of $1.5 million
against the royalties. The Company used the last of the prepaid royalties during
the fourth quarter of 1997. Beginning with the third quarter of 1998 the Company
ceased paying the quarterly royalty. For information relating to litigation with
OPW, see "Item 3. Legal Proceedings." See also "Competition." The Company does
not believe that the loss of the patent has had or will have a material adverse
effect on its business. (See Note 12 of Notes to Consolidated Financial
Statements).


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

EMPLOYEES


     As of December 31, 1999, the Company employed 108 persons, 15 of whom were
engaged in marketing and sales; 3 of whom were engaged in research and
development; 51 of whom were engaged in manufacturing, warehousing, and
assembly; 15 of whom were engaged in field service installations; and 24 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.

     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.

                                       7
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS


    Two cases were pending in 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 has petitioned the
U.S. Supreme Court for a Writ of Certiorari.

     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
alleges that Dayco supplied pipe that was defective because it was susceptible
to microbial fungus. In its suit, the Company requests 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. The Company, in consultation with its legal counsel,
believes that it is more likely than not that the Company will prevail with
respect to its material claims (See Note 2 to the Company's Consolidated
Financial Statements - "Summary of Significant Accounting Policies - Warranty
Reserve."). Dayco has filed a counterclaim for approximately $4.0 million for
goods, services, and freight contracted for by the Company, under the Dayco
Agreement (see Note13 to the Company's Consolidated Financial Statements -
"Commitments") and damages for alleged breaches of various duties purportedly
owed to Dayco. In addition, Dayco initiated a separate legal action against the
Company in February 1999 in the District Court for the Western District of
Missouri, alleging that the Company is infringing certain patents held by Dayco
relating to hose couplings and is seeking, among other things, a determination
of infringement, damages, and injunctive relief. The Company believes that it
has meritorious defenses to Dayco's claims. As of January 1, 1999, the Company
has entered into a contingency fee arrangement with its legal counsel whereby
the Company will only pay for out-of-pocket expenses for the remainder of the
discovery period and the trial-related costs. The trial is currently scheduled
to commence April 3, 2000 and, although there are outstanding motions that may
delay the trial date, the Company continues to press for the earliest possible
trial date.

     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. ("Senter") 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 adjacent to the shopping center.
The complaint alleges that more than 1,800 gallons of gasoline were released
onto the property occupied by the Shack and the adjacent businesses and into a
nearby stream and the harbor where the shopping center was located. Although the
amount sought by the plaintiffs is not specified in the Compliant, the attorney
retained by the Company's insurance carrier has ascertained that plaintiffs are
seeking approximately $23 million in damages. The Company has and maintains
insurance with policy limits at the time of this claim of $3 million which may
respond to this claim, however, the amount claimed exceeds the liability limits.
Under the Dayco Agreement, Dayco is required to indemnify and hold the Company
harmless from all claims and suits by third parties based upon the manufacture
of Enviroflex primary pipe or the performance by Dayco of its obligations under
the Agreement. Dayco, has not, as yet, agreed to honor this obligation. The
Company has commenced litigation to enforce its rights against Dayco. Based upon
the


                                       8
<PAGE>

Company's investigation to date, the Company believes that the Enviroflex
secondary containment system functioned properly to contain the overflow and was
not responsible for the release, and that any loss was caused by the failure of
equipment manufactured and supplied by third parties. The Company believes that
plaintiff's claims are grossly excessive and has vigorously defended its
position. The Company believes that it has no material uninsured liability in
connection with this matter and that if it does, it is covered by Dayco's
contractual indemnity.


     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:

<TABLE>
<CAPTION>
Name                         Age                 Position
----                        ----                 --------
<S>                         <C>       <C>
Pierre Desjardins.......     58      Chairman and Chief Executive Officer

John R. Wright, Jr......     39      President and Chief Operating Officer

Jeffrey A. Boehmer......     34      Vice President Operations

Richard DiMaggio........     41      Vice President

Keith R. Ruck...........     38      Vice President Finance and Chief Financial Officer
</TABLE>

                                       9
<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 September 1996, Mr. Desjardins has served as
Chief Executive Officer of the Company, and since April 1997, Chairman of the
Board of the Company. During the period from September 1996 through September
1999, Mr. Desjardins also served as President. 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.


     John R. Wright, Jr. 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. From 1982 to 1997, Mr.
Wright was Director of Materials Management for Lukens Inc., a specialty steel
manufacturer. Prior responsibilities at Lukens included corporate planning,
manager, and various sales positions.


     Jeffrey A. 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.

     Richard DiMaggio joined the Company as part of its acquisition of American
Containment, Inc. ("ACI") in 1996. Mr. DiMaggio has been the President of ACI
since 1993 and was elected Vice President of the Company in April 1998.

    Keith R. Ruck joined the Company in April 1998 as Vice President Finance and
Chief Financial Officer. Previously Mr. Ruck had been Corporate Controller from
December 1994 to April 1998 and Assistant Controller from July 1993 to December
1994 for InterDigital Communications Corporation, a wireless telecommunications
company. Mr. Ruck began his career with Arthur Andersen LLP and has held a
variety of accounting and financial positions with public companies.

                                       10
<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. As of February 26, 2000, the Company had 71 shareholders of
record and approximately 500 beneficial owners of the Common Stock.

     On December 22, 1999, the Company sold to Finloc Inc., the current holder
of the Series A Preferred Stock, 400 shares of Series B Floating Rate Preferred
Stock of the Company for $10,000 cash per share or $4 million in the aggregate.
The sale of the Series B Preferred Stock was exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended, because it was a
transaction not involving a public offering. The Series B Preferred Stock is
entitled to dividends at a floating rate equal to the rate payable by the
Company on its line of credit with its commercial bank plus .8%. Dividends are
paid quarterly in arrears and if not paid would cumulate at the above mentioned
rates plus 50 basis points. This shareholder has waived payment of the dividends
for the foreseeable future, including the additional interest which accrues if
payment is not made. The Series B 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 B Preferred Stock is redeemable at the
option of the Company, but only (i) if, after giving effect to the redemption,
the Company's net tangible assets are equal to or greater than $4.5 million at
the end of any fiscal quarter, or (ii) 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
                             ------               ---             ----------
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

1998
----
First Quarter...            $ 3-15/16           $ 2-3/8            $ 3-7/8
Second Quarter..              6-1/2               3-3/8              5
Third Quarter...              6-7/8               3-5/8              6-5/16
Fourth Quarter..              7-1/8               4-1/2              6-15/16


                                       11
<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 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
Annual Report.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


     The audited Consolidated Financial Statements of the Company at December
31, 1998 and 1999 and for the three years ended December 31, 1999 required by
this Item are included on Pages 16 through 38 of the 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

     None.



                                       12
<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 2, 2000 (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.


                                       13
<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...............         15-16
  Consolidated Balance Sheets as of December 31,
  1998 and 1999..................................          17
Consolidated Statements of Operations for the
  years ended December 31, 1997, 1998 and 1999...          19
Consolidated Statements of Changes in
  Shareholders' Equity for the years ended
  December 31, 1997, 1998 and 1999...............          20
Consolidated Statements of Cash Flows for the
  years ended December 31, 1997, 1998 and 1999...          21
Notes to Consolidated Financial Statements.......          22

2.  FINANCIAL STATEMENT SCHEDULES.


     Schedules setting forth the allowance for doubtful accounts and warranty
reserves of the Company as of December 31, 1997, 1998 and 1999 is attached as
Appendices to this Annual Report on Form 10-K.


                                       14

<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.

 3.3     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.

 4.1     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.**


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 Marc Guindon, incorporated
         by reference to Exhibit 10(b) to Registration Statement No. 33-70456
         on Form S-1 of the Company.*

10.4     Employment Agreement between the Company and Pierre Desjardins
         incorporated herein by reference to Exhibit 10.4 to the Annual Report
         of the Company on Form 10-K for the fiscal year ended December
         31,1996.*

10.5     Employment Agreement between the Company and Homer N. Holden,
         incorporated by reference to Exhibit 10(o) to Registration Statement
         No. 33-70456 on Form S-1 of the Company.*

10.6     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.*

10.7     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.

                                       15
<PAGE>

10.8     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.

10.9     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.

10.10    Release of All Claims/Settlement Agreement, dated March 5, 1996,
         between the Company and James Lawrence, 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, 1996.

10.11    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.


10.12    Employment Agreement between the Company and Richard DiMaggio dated
         July 10, 1996 incorporated by reference to Exhibit 10.12 to the Annual
         Report on Form 10-K of the Company for the fiscal year ended December
         31, 1998.

10.13    Employment Agreement between the Company and John R. Wright Jr. dated
         June 12, 1997 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.

10.14    Employment Agreement between the Company and Keith R. Ruck dated July
         16, 1998 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, 1998.

10.15    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.

10.16    Promissory Note in the amount of $4,000,000 dated September 27, 1999,
         between the Company and Finloc Inc.**

10.17    Loan Agreement dated December 14, 1999, between the Company and Bank of
         America, N.A.**

10.18    Promissory Note, with the maximum principle of $5,000,000, dated
         December 14, 1999, between The Company and Bank of America, N.A.**

10.19    Loan Modification Agreement dated March 16, 2000, amending the Loan
         Agreement.**


21       Subsidiaries of the Company.**


23.1     Consent of Grant Thornton LLP.

27       Financial Data Schedule

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

 * Denotes compensatory plan or arrangement.
** Previously filed with the Annual Report on Form 10-K of the Company for the
   fiscal year ended December 31, 1999.


                                       16
<PAGE>

     (b)  Reports on Form 8-K.

     The Company filed the following Current Reports on Form 8-K during the
fourth quarter of 1998:

         None.

                                   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/ Pierre Desjardins
                                        -----------------------------------
                                        Pierre Desjardins,
                                        Chairman and Chief Executive Officer


Dated:   June 7, 2000



     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 and Chief Executive Officer           June 7, 2000
--------------------------------
Pierre Desjardins


</TABLE>


                                       17
<PAGE>


                                   Schedule II


                    TOTAL CONTAINMENT, INC. AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS
                                 (in thousands)


<TABLE>
<CAPTION>
                                       Balance at       Charged to                                           Balance
                                      Beginning of       Costs and                                          At End of
           Description                   Period          Expenses        Recoveries        Deductions        Period
           -----------                ------------      -----------      ----------        ----------       ---------
<S>                                  <C>               <C>               <C>               <C>              <C>
1997
----
Allowance for doubtful accounts          $50,000          $254,845       $64,552(2)        $169,397(1)      $200,000

1998
----
Allowance for doubtful accounts         $200,000         $470,640         $8,877(2)        $259,018(1)      $420,499

1999
----
Allowance for doubtful accounts         $420,499         $250,057        $33,163(2)        $343,880(1)      $359,839
</TABLE>



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

         (2)  Recovery of a previously reserved receivable.


                                       18
<PAGE>

                                  Schedule VIII


                    TOTAL CONTAINMENT, INC. AND SUBSIDIARIES

                                    RESERVES

                        DECEMBER 31, 1997, 1998 AND 1999

<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, 1997   $ 4,483,014   $18,596,329(1)    $(5,757,945)    $17,321,398

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


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

</TABLE>

-------------------
(1)  Includes pipe warranty of $17,200,000 (See Notes 2 and 10 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).


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


                                       19