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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2005



COMMISSION FILE NUMBER 0-10449



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TVI CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                                |  |                                     
|--------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                        |  | 52-1085536                          
|(State or other jurisdiction of incorporation or incorporation) |  | (I.R.S. Employer Identification No.)



7100 Holladay Tyler
Road, Glenn Dale, MD 20769

(Address of principal executive offices, including zip code)



(301) 352-8800

(Registrants telephone number, including area code)



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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 whether the registrant
is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 30,103,607 shares of Common Stock issued and outstanding as of November 1, 2005.



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TVI CORPORATION



INDEX TO FORM 10-Q



|                                                                                              |  |     
|--------------------------------------------------------------------------------------------- |  | ----
|                                                                                              |  | Page
|PART I 
FINANCIAL INFORMATION                                                                |  |     
|Item 1.
Consolidated Financial Statements                                                     |  | 2   
|Consolidated Statements of Income                                                             |  | 3   
|Consolidated Balance Sheets                                                                   |  | 5   
|Consolidated Statements of Cash Flows                                                         |  | 6   
|Notes to Consolidated Financial Statements                                                    |  | 7   
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 12  
|Item 4.
Controls and Procedures                                                               |  | 18  
|PART II 
OTHER INFORMATION                                                                   |  |     
|Item 6.
Exhibits                                                                              |  | 19  
|SIGNATURES                                                                                    |  | 19  
|EXHIBIT INDEX                                                                                 |  | 20  



1



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PART I  FINANCIAL INFORMATION



Item 1. Financial Statements.



(See pages 3-
11  The balance of this page intentionally left blank)



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TVI CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE-MONTHS ENDED SEPTEMBER 30, 2005 and 2004

(all data in
thousands, except per share data)

(Unaudited)



|                                                      |  |      |        |      |   |       
|----------------------------------------------------- |  | ---- | ------ | ---- | - | ------
|                                                      |  | 2005 |        | 2004
|NET SALES                                             |  | $    | 7,042  |      | $ | 9,260 
|                                                      |  |     
|COST OF SALES                                         |  |      | 3,020  |      |   | 4,620 
|                                                      |  |      |        |      |   |       
|GROSS PROFIT                                          |  |      | 4,022  |      |   | 4,640 
|                                                      |  |      |        |      |   |       
|OPERATING EXPENSES                                    |  |      |        |      |   |       
|Selling, general and administrative expenses          |  |      | 1,913  |      |   | 2,141 
|Research and development expenses                     |  |      | 300    |      |   | 257   
|                                                      |  |      |        |      |   |       
|Total operating expenses                              |  |      | 2,213  |      |   | 2,398 
|                                                      |  |      |        |      |   |       
|OPERATING INCOME                                      |  |      | 1,809  |      |   | 2,242 
|                                                      |  |     
|INTEREST AND OTHER INCOME, NET                        |  |      | 69     |      |   | 17    
|                                                      |  |      |        |      |   |       
|INCOME BEFORE INCOME TAXES                            |  |      | 1,878  |      |   | 2,259 
|                                                      |  |     
|PROVISION FOR INCOME TAXES                            |  |      | 835    |      |   | 788   
|                                                      |  |      |        |      |   |       
|NET INCOME                                            |  | $    | 1,043  |      | $ | 1,471 
|                                                      |  |      |        |      |   |       
|EARNINGS PER COMMON SHARE - BASIC                     |  | $    | 0.034  |      | $ | 0.050 
|                                                      |  |      |        |      |   |       
|AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC   |  |      | 30,254 |      |   | 29,524
|                                                      |  |      |        |      |   |       
|EARNINGS PER COMMON SHARE - DILUTED                   |  | $    | 0.033  |      | $ | 0.048 
|                                                      |  |      |        |      |   |       
|AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED |  |      | 31,734 |      |   | 30,567
|                                                      |  |      |        |      |   |       



The accompanying notes
are an integral part of these consolidated financial statements.



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TVI CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2005 and 2004

(all data in thousands, except per share data)

(Unaudited)



|                                                      |  |      |        |      |   |       
|----------------------------------------------------- |  | ---- | ------ | ---- | - | ------
|                                                      |  | 2005 |        | 2004
|NET SALES                                             |  | $    | 23,532 |      | $ | 28,091
|                                                      |  |     
|COST OF SALES                                         |  |      | 10,781 |      |   | 14,012
|                                                      |  |      |        |      |   |       
|GROSS PROFIT                                          |  |      | 12,751 |      |   | 14,079
|                                                      |  |      |        |      |   |       
|OPERATING EXPENSES                                    |  |      |        |      |   |       
|Selling, general and administrative expenses          |  |      | 5,952  |      |   | 5,792 
|Research and development expenses                     |  |      | 865    |      |   | 725   
|                                                      |  |      |        |      |   |       
|Total operating expenses                              |  |      | 6,817  |      |   | 6,517 
|                                                      |  |      |        |      |   |       
|OPERATING INCOME                                      |  |      | 5,934  |      |   | 7,562 
|                                                      |  |     
|INTEREST AND OTHER INCOME, NET                        |  |      | 201    |      |   | 45    
|                                                      |  |      |        |      |   |       
|INCOME BEFORE INCOME TAXES                            |  |      | 6,135  |      |   | 7,607 
|                                                      |  |     
|PROVISION FOR INCOME TAXES                            |  |      | 2,456  |      |   | 2,803 
|                                                      |  |      |        |      |   |       
|NET INCOME                                            |  | $    | 3,679  |      | $ | 4,804 
|                                                      |  |      |        |      |   |       
|EARNINGS PER COMMON SHARE - BASIC                     |  | $    | 0.123  |      | $ | 0.166 
|                                                      |  |      |        |      |   |       
|AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC   |  |      | 29,935 |      |   | 28,892
|                                                      |  |      |        |      |   |       
|EARNINGS PER COMMON SHARE - DILUTED                   |  | $    | 0.118  |      | $ | 0.1574
|                                                      |  |      |        |      |   |       
|AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED |  |      | 31,214 |      |   | 30,513
|                                                      |  |      |        |      |   |       



The accompanying notes
are an integral part of these consolidated financial statements.



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TVI CORPORATION

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2005 and DECEMBER 31, 2004

(all data in thousands, except per
share data)



|                                                                                                                           |  |                   |        |                  |   |       
|-------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | ---------------- | - | ------
|                                                                                                                           |  | September 30,2005 |        | December 31,2004
|                                                                                                                           |  | (Unaudited)       |        |                 
|ASSETS                                                                                                                     |  |                   |        |                  |   |       
|CURRENT ASSETS                                                                                                             |  |                   |        |                  |   |       
|Cash and cash equivalents                                                                                                  |  | $                 | 15,011 |                  | $ | 13,054
|Accounts receivable - trade, less allowance for doubtful accounts                                                          |  |                   | 5,706  |                  |   | 4,418 
|Inventories                                                                                                                |  |                   | 3,175  |                  |   | 1,829 
|Deferred income taxes                                                                                                      |  |                   | 151    |                  |   | 227   
|Other current assets                                                                                                       |  |                   | 777    |                  |   | 506   
|                                                                                                                           |  |                   |        |                  |   |       
|Total current assets                                                                                                       |  |                   | 24,820 |                  |   | 20,034
|                                                                                                                           |  |                   |        |                  |   |       
|PROPERTY, PLANT AND EQUIPMENT, NET                                                                                         |  |                   | 3,184  |                  |   | 2,506 
|                                                                                                                           |  |                   |        |                  |   |       
|OTHER ASSETS                                                                                                               |  |                   |        |                  |   |       
|Goodwill                                                                                                                   |  |                   | 554    |                  |   | 554   
|Intangible assets, net                                                                                                     |  |                   | 548    |                  |   | 148   
|Other assets                                                                                                               |  |                   | 48     |                  |   | 48    
|                                                                                                                           |  |                   |        |                  |   |       
|Total other assets                                                                                                         |  |                   | 1,150  |                  |   | 750   
|                                                                                                                           |  |                   |        |                  |   |       
|TOTAL ASSETS                                                                                                               |  | $                 | 29,154 |                  | $ | 23,290
|                                                                                                                           |  |                   |        |                  |   |       
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                       |  |                   |        |                  |   |       
|                                                                                                                           |  |                  
|CURRENT LIABILITIES                                                                                                        |  |                   |        |                  |   |       
|Accounts payable, trade                                                                                                    |  | $                 | 1,908  |                  | $ | 1,073 
|Accrued expenses                                                                                                           |  |                   | 2,862  |                  |   | 1,857 
|                                                                                                                           |  |                   |        |                  |   |       
|Total current liabilities                                                                                                  |  |                   | 4,770  |                  |   | 2,930 
|                                                                                                                           |  |                   |        |                  |   |       
|TOTAL LIABILITIES                                                                                                          |  |                   | 4,770  |                  |   | 2,930 
|                                                                                                                           |  |                   |        |                  |   |       
|MINORITY INTEREST                                                                                                          |  |                   | 28     |                  |   | 0     
|                                                                                                                           |  |                   |        |                  |   |       
|STOCKHOLDERS EQUITY                                                                                                       |  |                   |        |                  |   |       
|Preferred stock                                                                                                            |  |                   | 0      |                  |   | 0     
|$1 par value; 1,200 shares authorized, -0- issued and outstanding                                                          |  |                   |        |                  |   |       
|Common stock                                                                                                               |  |                   | 301    |                  |   | 298   
|$0.01 par value; 98,800 shares authorized, 30,004 and 29,771 shares issued and outstanding in 2005 and 2004, respectively. |  |                   |        |                  |   |       
|Additional paid in capital                                                                                                 |  |                   | 14,947 |                  |   | 14,633
|Retained earnings                                                                                                          |  |                   | 9,108  |                  |   | 5,429 
|                                                                                                                           |  |                   |        |                  |   |       
|TOTAL STOCKHOLDERS EQUITY                                                                                                 |  |                   | 24,356 |                  |   | 20,360
|                                                                                                                           |  |                   |        |                  |   |       
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                 |  | $                 | 29,154 |                  | $ | 23,290
|                                                                                                                           |  |                   |        |                  |   |       



The accompanying notes
are an integral part of these consolidated financial statements.



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TVI CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2005 and 2004

(all data in thousands, except per share data)

(Unaudited)



|                                                                                  |  |      |        |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                                  |  | 2005 |        |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |      |        |   |      |   |        |  
|Net Income                                                                        |  | $    | 3,679  |   |      | $ | 4,804  |  
|                                                                                  |  |     
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |        |   |      |   |        |  
|Depreciation and amortization                                                     |  |      | 482    |   |      |   | 198    |  
|Provision for doubtful accounts                                                   |  |      | 69     |   |      |   | 35     |  
|Provision for warranty expense                                                    |  |      | (317   | ) |      |   | (169   | )
|Stock-based compensation                                                          |  |      | 90     |   |      |   | 0      |  
|Changes in assets and liabilities:                                                |  |      |        |   |      |   |        |  
|(Increase) in accounts receivable, trade                                          |  |      | (1,357 | ) |      |   | (2,466 | )
|(Increase) decrease in inventories                                                |  |      | (1,569 | ) |      |   | 250    |  
|(Increase) decrease in other current assets                                       |  |      | (285   | ) |      |   | 57     |  
|Increase in accounts payable, trade                                               |  |      | 835    |   |      |   | 373    |  
|Increase in accrued expenses                                                      |  |      | 1,322  |   |      |   | 25     |  
|                                                                                  |  |      |        |   |      |   |        |  
|Net cash provided by operating activities                                         |  |      | 2,949  |   |      |   | 3,107  |  
|                                                                                  |  |      |        |   |      |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |      |        |   |      |   |        |  
|Purchases of intangible assets                                                    |  |      | (421   | ) |      |   | (243   | )
|Purchases of property, plant and equipment                                        |  |      | (916   | ) |      |   | (1,385 | )
|                                                                                  |  |      |        |   |      |   |        |  
|Net cash used in investing activities                                             |  |      | (1,337 | ) |      |   | (1,628 | )
|                                                                                  |  |      |        |   |      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |      |        |   |      |   |        |  
|Issuance of common stock                                                          |  |      | 317    |   |      |   | 428    |  
|Minority interest in joint venture                                                |  |      | 28     |   |      |   | 0      |  
|                                                                                  |  |      |        |   |      |   |        |  
|Net cash provided by financing activities                                         |  |      | 345    |   |      |   | 428    |  
|                                                                                  |  |      |        |   |      |   |        |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                         |  |      | 1,957  |   |      |   | 1,907  |  
|Cash and cash equivalents at beginning of year                                    |  |      | 13,054 |   |      |   | 7,592  |  
|                                                                                  |  |      |        |   |      |   |        |  
|Cash and cash equivalents at end of interim period                                |  | $    | 15,011 |   |      | $ | 9,499  |  
|                                                                                  |  |      |        |   |      |   |        |  



The accompanying notes
are an integral part of these consolidated financial statements.



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TVI Corporation

Notes to the Consolidated Financial Statements (unaudited)

For The Three and Nine Months Periods Ended September 30, 2005

(dollars in thousands, except per-share amounts)



Note 1.
BASIS OF PRESENTATION.



The accompanying consolidated financial statements
include the activity of TVI Corporation and its consolidated subsidiaries (collectively referred to as TVI, the Company or we). TVI was incorporated under the laws of Maryland in 1977. In July 2005, TVI entered
into a joint venture agreement with Dynamic Air Shelters Inc. (Dynamic). TVI and Dynamic established TVI Air Shelters LLC owned 90% by TVI and 10% by Dynamic. The assets, liabilities, and earnings are wholly-recorded by TVI and offset by
Dynamics minority interest. In April 2004, TVI acquired substantially all of the assets of CAPA Manufacturing, LLC, a privately-held company. As a consequence, the Company established CAPA Manufacturing Corp. (CAPA) as its
wholly-owned subsidiary. All material inter-company transactions have been eliminated in consolidation.



The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all material adjustments (consisting of normal recurring items)
considered necessary for a fair presentation have been included. This quarterly report and the accompanying consolidated financial statements should be read in conjunction with the Companys audited financial statements and notes thereto
presented in its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 (the 2004 Annual Report). Footnotes which would substantially duplicate the disclosures in the Companys audited financial statements for
the year ended December 31, 2004 contained in the 2004 Annual Report have been omitted. The interim financial information contained in this quarterly report is not necessarily indicative of the results to be expected for any other interim
period or for the full year ending December 31, 2005.



Use of Estimates



Our consolidated financial statements and related public information are
based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates, assumptions, judgments and subjective interpretation of accounting principles that have an impact on
the assets, liabilities and expense amounts reported. These estimates and judgments affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. The Company continually reviews these estimates and their
underlying assumptions to ensure they are appropriate for the circumstances. Changes in estimates and assumptions used by management could have a significant impact on the Companys financial results. The Company believes that the following are
among its most significant accounting policies. They utilize estimates about the effect of matters that are inherently uncertain and therefore are based on managements judgment.



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Cash and Cash Equivalents



For purposes of financial statement presentation, the Company considers all liquid investments with initial maturities of approximately
ninety days or less to be cash equivalents. The carrying value of the cash equivalents approximates their estimated fair value.



Recent Accounting Pronouncements



In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.123 (revised 2004),
Share-Based Payment (SFAS 123R). SFAS 123R is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation and it supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in Statement 123 as
originally issued and Emerging Issues Task Force (EITF) Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. SFAS
123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans.



SFAS 123R requires companies to measure compensation expense for all share-based payments
(including employee stock options) at fair value and recognize the expense over the related service period. Additionally, excess tax benefits, as defined in SFAS 123R, will be recognized as an addition to paid-in capital and will be reclassified
from operating cash flows to financing cash flows in the Consolidated Statements of Cash Flows.



As amended by the Securities and Exchange Commission in Release No. 33-8568, SFAS 123R will be effective beginning in the first quarter of 2006 and we are currently evaluating the effect that implementation will
have on the results of our operations and financial position. We have included below, in Note 3. Stock Compensation, information regarding the effect on net income and net income per common share had we applied the fair value expense
recognition provisions of the original Statement No. 123. The Company expects the impact of implementing SFAS 123R will be a reduction in earnings per share. However, a number of technical implementation issues must be resolved, including the
selection and use of an appropriate valuation model such that the ultimate impact of adopting SFAS 123R is not yet known.



In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assetsan amendment of APB Opinion No. 29 (SFAS 153). SFAS
153 eliminates the exception for nonmonetary exchanges of similar productive assets in APB 29 and replaces it with a general



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exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has
commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 will be effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The
Company anticipates that adoption of SFAS 153 will not have a material impact on its net income or financial condition.



In November 2004, the FASB issued SFAS No. 151, Inventory Costsan amendment of ARB No. 43, Chapter 4 (SFAS 151). SFAS 151 requires
that abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) be recognized as current-period charges. In addition, the allocation of fixed production overhead to the costs of conversion is
required to be based on the normal capacity of the production facilities. SFAS 151 is effective prospectively for financial statements for fiscal years beginning after June 15, 2005. The Company is evaluating the impact that SFAS 151 will have
on its net income and financial condition and the ultimate impact of adopting this Statement is not yet known.



Note 2. BASIC AND DILUTED EARNINGS PER SHARE.



Basic earnings per share are calculated using the weighted-average number of common shares outstanding during the period. Diluted earnings per share are calculated using the weighted-average number of common shares plus dilutive potential
common shares outstanding during the period. Potential common shares consist of stock options and convertible preferred stock. As of September 30, 2005, shares attributable to 749,000 outstanding stock options were excluded from the calculation
of diluted earnings per share because their effect was anti-dilutive.



Note
3. STOCK COMPENSATION.



Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation (SFAS 123), encourages, but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to account for
stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. Accordingly, compensation cost for stock
options is measured as the excess, if any, of the estimated fair value of the Companys stock at the date of the grant over the amount an employee must pay to acquire the stock. The Company has adopted the disclosure only
alternative described in SFAS 123, which requires pro forma disclosures of net income and earnings per share as if the fair value method of accounting has been applied.



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The following tables illustrate the effect on net income in the three-month and nine-month periods ended
September 30, 2005 and 2004 as if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based compensation:



|                                                                                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | - | ------------------------------- | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                                                                      |  | Three-Months Ended September 30, |       |   | Nine-Months Ended September 30, |  
|                                                                                                                      |  | 2005                             |       |   | 2004                            |   |       | 2005 |  |   | 2004  |  
|Net income as reported                                                                                                |  | $                                | 1,043 |   |                                 | $ | 1,471 |      |  | $ | 3,679 |   |  | $ | 4,804 |  
|                                                                                                                      |  |                                  |       |  
|Add: Stock-based compensation expense included in net income reported above, net of related tax effects               |  |                                  | 19    |   |                                 |   | 0     |      |  |   | 55    |   |  |   | 0     |  
|                                                                                                                      |  |                                  |       |  
|Deduct: Stock-based compensation determined under fair value based methods for all awards, net of related tax effects |  |                                  | (218  | ) |                                 |   | (147  | )    |  |   | (716  | ) |  |   | (384  | )
|                                                                                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |       |  
|Proforma net income                                                                                                   |  | $                                | 844   |   |                                 | $ | 1,324 |      |  | $ | 3,018 |   |  | $ | 4,420 |  
|                                                                                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |       |  
|Earnings per common share as reported:                                                                                |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |       |  
|Basic                                                                                                                 |  | $                                | 0.034 |   |                                 | $ | 0.050 |      |  | $ | 0.123 |   |  | $ | 0.166 |  
|                                                                                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |       |  
|Diluted                                                                                                               |  | $                                | 0.033 |   |                                 | $ | 0.048 |      |  | $ | 0.118 |   |  | $ | 0.157 |  
|                                                                                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |       |  
|Proforma earnings per common share                                                                                    |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |       |  
|Basic                                                                                                                 |  | $                                | 0.028 |   |                                 | $ | 0.045 |      |  | $ | 0.101 |   |  | $ | 0.153 |  
|                                                                                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |       |  
|Diluted                                                                                                               |  | $                                | 0.027 |   |                                 | $ | 0.043 |      |  | $ | 0.097 |   |  | $ | 0.145 |  
|                                                                                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |       |  



Note 4. INVENTORIES.



Inventories as of September 30, 2005 and December 31, 2004
consist of:



|                 |  |      |       |      |   |      
|---------------- |  | ---- | ----- | ---- | - | -----
|                 |  | 2005 |       | 2004
|Finished goods   |  | $    | 361   |      | $ | 136  
|Work in progress |  |      | 703   |      |   | 207  
|Raw materials    |  |      | 1,799 |      |   | 1,338
|Other            |  |      | 312   |      |   | 148  
|                 |  |      |       |      |   |      
|Total            |  | $    | 3,175 |      | $ | 1,829
|                 |  |      |       |      |   |      



Other inventories consist of field
service, demonstration and other sales support inventory. At September 30, 2005 and December 31, 2004, inventory reserves for excess and obsolete inventories were $554 and $629, respectively.



Note 5. SIGNIFICANT CUSTOMERS.



Net sales to the Companys largest customer totaled approximately $15,698 and $11,682
for the nine-months ended September 30, 2005 and 2004, respectively. These sales represented 67% and 42% of total net sales for the periods then ended, respectively. The ultimate distribution of these sales was to multiple end-users. There were
no other customers representing more than 10% of net sales in either year.



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Note 6. INTERNAL REVENUE SERVICE EXAMINATION.



The Internal Revenue Service (IRS) examined the Companys 2003 federal income tax return. In September 2005, the Company
recorded $119 incremental tax provision related to a $339 reduction in the 2003 extraterritorial deduction associated with international sales of a domestically produced product. Additionally, the Company recorded $30 of incremental deferred tax
assets related to inventory timing differences.



Note 7. SUBSEQUENT EVENT



On November 8, 2005, pursuant to an Agreement and Plan of Merger
(the Merger Agreement) the Company acquired privately-held Safety Tech International, Inc. (STI) for an initial purchase price of approximately $16.9 million, consisting of approximately equal payments of cash and TVI
restricted common stock. Under the Merger Agreement, the Company may also be required to pay up to $5.5 million in additional merger consideration to the STI stockholders, based upon the earnings of STI measured over the separate 12-month periods
ending on each of June 30, 2006 and June 30, 2007. Approximately one-half of any earnout payment will be paid in cash and the balance of any such payment will be paid in shares of TVI restricted common stock.



Since the event occurred subsequent to September 30, 2005, the results of STI are not
incorporated in these interim financial statements.



(The
remainder of this page intentionally left blank)



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##### Table of Contents

ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



CAUTIONARY NOTE REGARDING THE USE OF FORWARD-LOOKING

STATEMENTS CONCERNING OUR BUSINESS:



The
following section of this report entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Report contain forward-looking statements, as that term is
defined in the Private Securities Litigation Reform Act of 1995, that are based on managements expectations, estimates, projections and assumptions. These statements may be identified by the use of forward-looking words or phrases such as
should, believes, expects, might result, anticipates, projects, estimates and others. These forward-looking statements involve risks and uncertainties and are not
guarantees of future performance, as actual results could differ materially from our current expectations.



Such risks and uncertainties include achieving order and sales levels to fulfill revenue expectations; expected costs or charges, certain of which may be outside of our control; the time and costs involved in the
research, development, marketing and promotion for our products; the possible cancellation or non-fulfillment of existing orders or distributor commitments for our products; our ability to respond to product and other changes in the
counter-terrorism, military, public safety, and first responder communities, adverse changes in governmental regulations; our ability to maintain and manage our growth; difficulties in integrating the operations, technologies and products of any
businesses we may acquire; general economic and business conditions; and competitive factors in our markets and industry generally. Numerous other factors could cause or contribute to such differences. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as to the date of this report. The Company assumes no obligation to update any such forward-looking statements even if experience or future changes make it clear that projected results
expressed or implied in such statements will not be realized.



The following
discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and Notes thereto contained herein.



Overview



TVI Corporation, located in Glenn Dale, Maryland, is a supplier of rapidly deployable first responder systems for homeland security, hospitals, police and fire
departments, the military and public health agencies. The Company designs, fabricates and markets products and systems both through distributors and directly to end-users and original equipment manufacturers (OEM). These systems include
chemical and biological decontamination systems, hospital surge capacity systems, and infection control systems, all of which utilize the Companys fabric shelter structures as a core product, employing the Companys proprietary
articulating frame. The Company also sells a line of powered air respirator systems and thermal products, which include targets, Identification Friend or Foe (IFF) devices, aircraft beacons, markers and decoys. In addition, the Company
recently established capability for the manufacture of disposable filter canisters for the first responder, military, healthcare and industrial markets.



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##### Table of Contents

Recent Development



On November 8, 2005, the Company acquired privately-held Safety Tech International, Inc. (STI), a developer and manufacturer of powered air purifying
respirators for chemical, biological, radiological and nuclear (CBRN) protection. Specifically, the Company, its wholly-owned merger subsidiary, TVI Sub, Inc., STI and the STI stockholders entered into an Agreement and Plan of Merger
(the Merger Agreement) pursuant to which STI was merged into TVI Sub, Inc. in a forward triangular merger (the Merger).



Under the terms of the Merger Agreement, TVI acquired STI for an initial purchase price of approximately $16.9 million, consisting of approximately equal payments of cash
and TVI restricted common stock. Under the Merger Agreement, the Company may also be required to pay up to $5.5 million in additional merger consideration to the STI stockholders, based upon the earnings of STI measured over the separate 12-month
periods ending on each of June 30, 2006 and June 30, 2007. Approximately one-half of any earnout payment will be paid in cash and the balance of any such payment will be paid in shares of TVI restricted common stock.



In connection with the Merger, TVI entered into a four-year employment agreement with Dale E.
Kline, who will continue as STIs President and CEO. Also in connection with the Merger, STI entered into a four-year exclusive Research and Development Agreement with Safety Tech AG, a Swiss privately-held corporation (STAG),
and Hans Hauser, a principal of both STAG and STI, under which STAG will continue to provide STI with CBRN research, design, development and other related services for STIs respiratory products.



Results of Operations for the Three Months Ended September 30, 2005 Compared With
2004

(dollars in thousands, except per share data)



Net Sales:



Net Sales decreased $2,218, or 24%, to $7,042 for the three-months ended September 30, 2005, from $9,260 in the third quarter of 2004. The net sales decrease was primarily attributable to an overall slowdown in
purchasing activity among first responder agencies. State and local agencies were cautious about releasing funds for first responder initiatives until government protocol was received from the Department of Homeland Security.



Gross Profit:



Gross profit decreased $618, or 13%, to $4,022 for the three-months ended September 30, 2005, compared with $4,640 for the third
quarter of 2004. Gross margin as a percentage of sales was 57.1% for the 2005 quarter compared with 50.1% for 2004. The increase in the gross margin percentage is predominately related to a change in product mix and an improvement in warranty costs.



Selling, General and Administrative:



Selling, general and administrative (SG&A) expense was $1,913 for the three
months ended September 30, 2005, a decrease of $228, or 11%, compared with $2,141 for the third quarter of 2004. The decrease primarily relates to volume related expenses, partially offset by increased expenses for corporate governance matters
and legal expenses.



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##### Table of Contents

Research and Development:



Research and development expense (R&D) was $300 for the three-months ended September 30, 2005, an increase of $43 or
17%, compared with $257 for the third quarter of 2004. The increase primarily reflects additional expenditures for powered air-purifying products and the new filter canister manufacturing line.



Operating Income:



Operating income decreased by $433, or 19%, to $1,809 for the three-months ended September 30, 2005, from $2,242 for the third quarter
2004. Operating income as a percent of net sales increased to 26% for the three-months ending September 30, 2005, from 24% for the third quarter of 2004 due to the aforementioned improvement in product mix and lower SG&A expenses.



Income Tax Expense:



The effective tax rate (EFT) for the 2005 quarter was 44.5%, compared with 34.9%
for the third quarter 2004. The increase in the EFT is primarily attributable to a $119 IRS tax audit adjustment related to a $339 reduction in the 2003 extraterritorial deduction associated with international sales of a domestically produced
product.



Net Income:



Net income decreased $428, or 29%, to $1,043 for the third quarter of 2005, compared with
$1,471 for the same period in 2004, reflecting the decline in sales and gross profits and increase in EFT. Earnings per diluted share were $0.033 for the three-months ended September 30, 2005, compared with $0.048 for the third quarter of 2004.



Results of Operations for the Nine Months Ended September 30, 2005
Compared With 2004

(dollars in thousands, except per share data)



Net Sales:



Net Sales decreased $4,559, or 16%, to $23,532 for the nine-months ended September 30, 2005, from $28,091 for the same 2004 year-to-date period. The nine-month net
sales decline was primarily attributable to a $3,601 decrease in international sales to Western Europe. Delayed first responder purchasing activity at the state and local level related to Department of Homeland Security government protocol adversely
impacted domestic net sales.



Gross Profit:



Gross profit decreased $1,328, or 9%, to $12,751 for the nine-months ended
September 30, 2005, compared with $14,079 for the same 2004 year-to-date period. Gross margin as a percentage of sales was 54.2% for 2005 compared with 50.1% for 2004. The increase in the gross margin percentage is predominately related to a
change in product mix and an improvement in warranty costs.



Selling,
General and Administrative:



SG&A expense was $5,952 for the
nine-months ended September 30, 2005, an increase of $160, or 3%, compared with $5,792 for the same 2004 year-to-date period. The 2005 increase in SG&A expenses primarily reflects increased headcount related to our acquisition of CAPA in



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##### Table of Contents

2004 and the addition of the filter canister manufacturing line. The Company also incurred increased expenses in 2005 for
corporate governance matters and legal expenses, all partially offset by reduced volume related expenses.



Research and Development:



R&D
expense was $865 for the nine-months ended September 30, 2005, an increase of $140 or 19%, compared with $725 for the same 2004 year-to-date period. The increase primarily reflects additional expenditures for powered air-purifying products and
the new filter canister manufacturing line.



Operating Income:



Operating income decreased by $1,628, or 22%, to $5,934 for the
nine-months ended September 30, 2005, from $7,562 for the same 2004 year-to-date period. Operating income as a percent of net sales decreased to 25% for the nine-months ending September 30, 2005, from 27% for the same 2004 year-to-date
period due to the aforementioned decline in sales and the increases in SG&A and R&D expenses.



Income Tax Expense:



The EFT for the
nine-months of 2005 was 40.0%, compared with 36.8% for 2004. The increase in the EFT is primarily attributable to a $119 IRS tax audit adjustment related to a $339 reduction in the 2003 extraterritorial deduction associated with international sales
of a domestically produced product, coupled with lower 2005 international sales available for the extraterritorial deduction.



Net Income:



Net income decreased $1,125, or 23%, to $3,679 for the nine-months of 2005, compared with $4,804 for the same period in 2004, reflecting the decline in sales and gross profits, increase in operating expenses, and
increase in EFT. Earnings per diluted share were $0.118 for the nine-months-ended September 30, 2005, compared with $0.157 for the nine-months of 2004.



Financial Condition, Liquidity and Capital

(dollars in thousands)



Management measures the Companys liquidity on the basis of its
ability to meet short-term and long-term operational funding needs and fund additional investments, including acquisitions. Significant factors affecting the management of liquidity are the amount of current working capital, cash flows from
operating activities, capital expenditures, access to bank lines of credit and the Companys ability to attract long-term capital with satisfactory terms.



Working Capital:



At September 30, 2005, TVIs working capital totaled $20,050, an increase of $2,946 compared with $17,104 at December 31, 2004. Cash and cash equivalents at September 30, 2005 totaled $15,011, an
increase of 15% from December 31, 2004. During the first quarter of 2005, the Company implemented an enhanced cash management program in order to achieve higher yields on its free cash flow. Under this program, the Company may invest in U.S.
Treasury, corporate commercial paper and other interest-bearing securities with various maturities, some of which may have maturities of up to six months.



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Accounts receivable was $5,706 at September 30, 2005, an increase of 29% from December 31, 2004, largely
attributable to the timing of sales in the third quarter related to disaster relief efforts in the United States Gulf Coast region. Days sales outstanding were approximately 74 days at September 30, 2005, as compared with 45 days at
June 30, 2005, and 42 days at December 31, 2004.



Cash Flows:



Cash flow provided by operating activities was $2,949 for the nine-months
ended September 30, 2005, compared with $3,107 in the same period a year ago. The decrease in operating cash flows is attributable to lower income, partially offset by the utilization of 2004 income tax overpayment. Collections of accounts
receivable in 2005 contributed positive cash flows compared with the same period of 2004 due to the timing and volume of sales activity in each period. The Company has increased its inventories in order to better respond to customer order demand.



Cash used in investing activities totaled $1,337 for 2005, comprised of $916
for the purchase of property, plant and equipment, primarily related to the new filter canister manufacturing line, $303 for the purchase of intellectual rights, and $118 for the purchase of patents and product certifications.



The Company expects that currently available cash and cash equivalents, combined with the
internal cash flow generation, will be sufficient to fund investments in working capital to support increased business and additional capital expenditures. The Company actively seeks to expand by acquisition as well as through the growth of its
present businesses. While a significant acquisition may require additional borrowings, equity financing or both, the Company believes it would be able to obtain financing based on its last two years of favorable earnings performance and current
financial position.



Known Trends



The majority of our sales continue to be attributable to decontamination systems, and we
expect strong demand over the foreseeable future.



In 2004, we entered the
rapidly growing personal protection equipment market through the acquisition of the CAPA business. We also launched our Infection Control product line, which is expected to enhance the medical communitys ability to deal with naturally emerging
infectious agents, as well as biological war agents. In April 2005, we announced the completion of our state-of-the-art filter canister manufacturing facility, which we expect to add a new consumable-product, recurring-revenue component to the
Companys business model. The Company is in the production-testing phase with the United States National Institute of Occupational Health and Safety and other European health and safety agencies. As products begin to be approved, which we
expect to occur in the first quarter of 2006, we plan to manufacture disposable canisters for filtering chemical, biological, radiological, and nuclear agents, as well as organic vapor and acid gases. We also plan to develop highly efficient
particulate filters for the medical market, and filters that meet the acute American military standard known as C2 A1. In connection with the initiatives described above for the filter canister manufacturing facility, the Company
anticipates making additional capital expenditures.



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The Companys product strategy is to continue to expand each product family by both internal and external means, and
to continue to upgrade and improve the performance of existing product lines, so that end users in all of TVIs major market segments will have access to the latest technology and will continue to upgrade their current stock with more advanced
products. In addition, the Company plans to add related new products, which can also be sold to the first responder and military markets.



We believe that on-going research and development is critical to our strategic product development objectives and important to our overall growth strategies.
Specifically, we believe that in order to meet the changing requirements of our customers in the rapidly emerging military, domestic and international markets, we must continue to fund investments in several development projects in parallel. Our
R&D activities are focused on the improvement and maintenance of our existing products; developing new uses and applications for our existing products; and the development of new products, particularly in the area of thermal marking infra-red,
infection control and powered air purifying respirator technology. Most of our efforts are directed toward the realization of products with near-term revenue potential, but we continue to invest in new R&D initiatives to ensure our continued
competitiveness in the more distant future.



The Companys Provision for
Income Taxes and its tax returns as filed with the Internal Revenue Service (IRS) are subject to managements interpretation of the Internal Revenue Code, as well as applicable state tax codes.



Critical Accounting Estimates



Note 1 of the Notes to Consolidated Financial Statements on Form 10-KSB for the year ended
December 31, 2004 describes the significant accounting policies used in the preparation of the Companys financial statements.



Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States
(GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, and expense amounts reported. These estimates and judgments affect
the reported amounts of assets and liabilities, revenues and expenses and related disclosures. The Company continually reviews these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in
estimates and assumptions used by management could have a significant impact on the Companys financial results. The Company believes that the following are among its most significant accounting policies. They utilize estimates about the effect
of matters that are inherently uncertain and therefore are based on managements judgment.



Revenue Recognition:



Revenue is
recognized from sales when the risks and rewards of ownership pass to customers, which may either be at the time of shipment, upon delivery or acceptance by the customer, according to the terms of sale. Sales discounts and allowances are recorded in
the period in which the sale is recorded.



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Inventory Valuation:



The Company routinely evaluates the carrying value of its inventories to ensure they are carried at the lower of cost or market value. Such evaluation is based on
managements judgment and use of estimates, including sales forecasts, historical usage, planned dispositions of materials, product lines, technological events and trends. In addition, the evaluation is based on changes in inventory management
practices that may influence the timing of exiting products and method of disposing of excess inventory.



Excess inventory is generally identified by comparing historical and future expected inventory usage to actual on-hand quantities. Reserves are provided for on-hand inventory in excess of pre-defined usage forecasts.
Forecast usage is primarily determined by projecting historical (actual) inventory usage levels forward to future periods.



Credit and Collections:



The Company maintains allowances for doubtful accounts receivable in order to reflect the potential uncollectibility of receivables related to purchases of products on open credit. If the financial condition of the
Companys customers were to deteriorate, resulting in their inability to make required payments, the Company may be required to record additional allowances for doubtful accounts.



Contingent Liabilities:



The Company is subject to proceedings, lawsuits, warranty and other claims or uncertainties related to environmental, legal, product and other matters. The Company
routinely assesses the likelihood of an adverse judgment or outcome to these matters, as well as the range of potential losses. A determination of the reserves required, if any, is made after careful analysis. The required reserves may change in the
future due to new developments.



Item 4. Controls and Procedures



An
evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of the Companys management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Based on the foregoing, the Companys President and Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were
effective at a reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Commissions rules and forms.



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There were no changes in the Companys internal control over financial reporting that occurred during the
Companys most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



PART II OTHER INFORMATION



Item 6. Exhibits.



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.1           |  | Agreement and Plan of Merger, dated as of November 8, 2005 among TVI Corporation, TVI Sub, Inc., Safety Tech International, Inc. (STI) and the STI stockholders (incorporated
by reference to Exhibits from our Form 8-K dated November 8, 2005)                                                                                                                                                                               
|              | 
|3.1           |  | Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibits from our Form 10-KSB for Fiscal Year Ended December 31, 2003)                                                                                                                                                                                                                                                                        
|              | 
|3.2           |  | Amended and Restated By-laws of the Company (incorporated by reference to Exhibits from our Form 10-Q for the quarter ended March 31, 2005)                                                                                                                                                                                                                                                                                      
|              | 
|4.1           |  | Specimen Common Stock Certificate (incorporated by reference to Exhibits from our Registration Statement on Form S-4, File No. 33-15029)                                                                                                                                                                                                                                                                                         
|              | 
|10.1          |  | Amended and Restated 1998 Incentive Stock Option Plan (incorporated by reference to Exhibits from our Form 10-Q for the quarter ended March 31, 2005)                                                                                                                                                                                                                                                                            
|              | 
|10.2          |  | January 31, 2003 Employment Agreement between TVI Corporation and Richard V. Priddy (incorporated by reference to Exhibits from our Form 10-KSB for the fiscal year ended December 31,
2002)                                                                                                                                                                                                                                     
|              | 
|10.3          |  | Rights Agreement, dated as of December 2, 2003, between TVI Corporation and Securities Transfer Corporation which includes the form of Articles of Supplementary of the Series A Preferred
Stock of TVI Corporation as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibits from our Form 8-K dated December 2, 2003)
|              | 
|10.4          |  | Research and Development Agreement, dated as of November 8, 2005 between Safety Tech International, Inc. and Safety Tech International, AG (incorporated by reference to Exhibits from our Form
8-K dated November 8, 2005)                                                                                                                                                                                                      
|              | 
|10.5          |  | November 8, 2005 Employment Agreement between Safety Tech International, Inc. and Dale E. Kline (incorporated by reference to Exhibits from our Form 8-K dated November 8,
2005)                                                                                                                                                                                                                                                 
|              | 
|31.1          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Richard V. Priddy                                                                                                                                                                                                                                                                                                                                      
|              | 
|31.2          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - George J. Roberts                                                                                                                                                                                                                                                                                                                                      
|              | 
|32.1          |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Richard V. Priddy                                                                                                                                                                                                                                                                                                                                      
|              | 
|32.2          |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - George J. Roberts                                                                                                                                                                                                                                                                                                                                      



SIGNATURES



In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |                                                
|----------------------- |  | -----------------------------------------------
|                        |  | TVI CORPORATION                                
|                        |  | (Registrant)                                   
|                        | 
|Date: November 14, 2005 |  | /s/ GEORGE J. ROBERTS                          
|                        |  | GEORGE J. ROBERTS,                             
|                        |  | Senior Vice President & Chief Financial Officer
|                        | 
|Date: November 14, 2005 |  | /s/ RICHARD V. PRIDDY                          
|                        |  | RICHARD V. PRIDDY,                             
|                        |  | President and Chief Executive Officer          



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                              
|2.1           |  | Agreement and Plan of Merger, dated as of November 8, 2005 among TVI Corporation, TVI Sub, Inc., Safety Tech International, Inc. (STI) and the STI stockholders (incorporated
by reference to Exhibits from our Form 8-K dated November 8, 2005)                                                                                                                                                                               
|              | 
|3.1           |  | Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibits from our Form 10-KSB for Fiscal Year Ended December 31, 2003)                                                                                                                                                                                                                                                                        
|              | 
|3.2           |  | Amended and Restated By-laws of the Company (incorporated by reference to Exhibits from our Form 10-Q for the quarter ended March 31, 2005)                                                                                                                                                                                                                                                                                      
|              | 
|4.1           |  | Specimen Common Stock Certificate (incorporated by reference to Exhibits from our Registration Statement on Form S-4, File No. 33-15029)                                                                                                                                                                                                                                                                                         
|              | 
|10.1          |  | Amended and Restated 1998 Incentive Stock Option Plan (incorporated by reference to Exhibits from our Form 10-Q for the quarter ended March 31, 2005)                                                                                                                                                                                                                                                                            
|              | 
|10.2          |  | January 31, 2003 Employment Agreement between TVI Corporation and Richard V. Priddy (incorporated by reference to Exhibits from our Form 10-KSB for the fiscal year ended December 31,
2002)                                                                                                                                                                                                                                     
|              | 
|10.3          |  | Rights Agreement, dated as of December 2, 2003, between TVI Corporation and Securities Transfer Corporation which includes the form of Articles of Supplementary of the Series A Preferred
Stock of TVI Corporation as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibits from our Form 8-K dated December 2, 2003)
|              | 
|10.4          |  | Research and Development Agreement, dated as of November 8, 2005 between Safety Tech International, Inc. and Safety Tech International, AG (incorporated by reference to Exhibits from our Form
8-K dated November 8, 2005)                                                                                                                                                                                                      
|              | 
|10.5          |  | November 8, 2005 Employment Agreement between Safety Tech International, Inc. and Dale E. Kline (incorporated by reference to Exhibits from our Form 8-K dated November 8,
2005)                                                                                                                                                                                                                                                 
|              | 
|31.1          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Richard V. Priddy                                                                                                                                                                                                                                                                                                                                      
|              | 
|31.2          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  George J. Roberts                                                                                                                                                                                                                                                                                                                                      
|              | 
|32.1          |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Richard V. Priddy                                                                                                                                                                                                                                                                                                                                      
|              | 
|32.2          |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  George J. Roberts                                                                                                                                                                                                                                                                                                                                      



20