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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 March 31, 2006

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 a large accelerated filer, an
accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large Accelerated Filer ̈Accelerated Filer  x    Non-Accelerated
Filer ̈

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: 32,643,853 shares of Common Stock issued and outstanding as of May 1, 2006.



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##### Table of Contents

TVI CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED

March 31, 2006

TABLE OF CONTENTS



|                               |  |                                                                                               |  |                                            |  |     
|------------------------------ |  | --------------------------------------------------------------------------------------------- |  | ------------------------------------------ |  | ----
|                               |  |                                                                                               |  |                                            |  | Page
|PART I  FINANCIAL INFORMATION |  |                                                                                              
|                               |  | Item 1.
Consolidated Financial Statements                                                     |  | 3                                         
|                               |  |                                                                                               |  | Consolidated Balance Sheets                |  | 3   
|                               |  |                                                                                               |  | Consolidated Statements of Income          |  | 4   
|                               |  |                                                                                               |  | Consolidated Statements of Cash Flows      |  | 5   
|                               |  |                                                                                               |  | Notes to Consolidated Financial Statements |  | 6   
|                               |  | Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10                                        
|                               |  | Item 3.
Qualitative and Quantitative Disclosures about Market Risk                            |  | 13                                        
|                               |  | Item 4.
Controls and Procedures                                                               |  | 13                                        
|PART II  OTHER INFORMATION    |  |                                                                                              
|                               |  | Item 1.
Legal Proceedings                                                                     |  | 14                                        
|                               |  | Item 1A.
Risk Factors                                                                         |  | 14                                        
|                               |  | Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 14                                        
|                               |  | Item 3.
Defaults Upon Senior Securities                                                       |  | 14                                        
|                               |  | Item 4.
Submission of Matters to a Vote of Security Holders                                   |  | 14                                        
|                               |  | Item 5.
Other Information                                                                     |  | 14                                        
|                               |  | Item 6.
Exhibits                                                                              |  | 14                                        
|SIGNATURES                     |  | 15                                                                                           
|EXHIBIT INDEX                  |  | 16                                                                                           



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##### Table of Contents

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements.

TVI CORPORATION

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2006 and DECEMBER 31, 2005

(in thousands, except per share data)



|                                                                                                                                                                |  |                |        |                   |   |       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | ----------------- | - | ------
|                                                                                                                                                                |  | March 31, 2006 |        | December 31, 2005
|                                                                                                                                                                |  | (unaudited)    |        |                  
|ASSETS                                                                                                                                                          |  |                |        |                   |   |       
|CURRENT ASSETS                                                                                                                                                  |  |                |        |                   |   |       
|Cash and cash equivalents                                                                                                                                       |  | $              | 3,198  |                   | $ | 2,589 
|Marketable securities  available for sale                                                                                                                      |  |                | 4,143  |                   |   | 4,100 
|Accounts receivable - trade, less allowance for doubtful accounts                                                                                               |  |                | 5,247  |                   |   | 8,016 
|Inventories, net                                                                                                                                                |  |                | 5,509  |                   |   | 4,724 
|Deferred income taxes                                                                                                                                           |  |                | 325    |                   |   | 332   
|Prepaid expenses and other current assets                                                                                                                       |  |                | 997    |                   |   | 984   
|                                                                                                                                                                |  |                |        |                   |   |       
|Total current assets                                                                                                                                            |  |                | 19,419 |                   |   | 20,745
|                                                                                                                                                                |  |                |        |                   |   |       
|PROPERTY, PLANT AND EQUIPMENT, NET                                                                                                                              |  |                | 4,493  |                   |   | 4,346 
|                                                                                                                                                                |  |                |        |                   |   |       
|OTHER ASSETS                                                                                                                                                    |  |                |        |                   |   |       
|Goodwill                                                                                                                                                        |  |                | 15,781 |                   |   | 15,781
|Intangible assets, net                                                                                                                                          |  |                | 614    |                   |   | 618   
|Other                                                                                                                                                           |  |                | 48     |                   |   | 48    
|                                                                                                                                                                |  |                |        |                   |   |       
|Total other assets                                                                                                                                              |  |                | 16,443 |                   |   | 16,447
|                                                                                                                                                                |  |                |        |                   |   |       
|TOTAL ASSETS                                                                                                                                                    |  | $              | 40,355 |                   | $ | 41,538
|                                                                                                                                                                |  |                |        |                   |   |       
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                            |  |                |        |                   |   |       
|CURRENT LIABILITIES                                                                                                                                             |  |                |        |                   |   |       
|Accounts payable                                                                                                                                                |  | $              | 2,008  |                   | $ | 3,208 
|Accrued expenses                                                                                                                                                |  |                | 1,140  |                   |   | 2,117 
|Income taxes payable                                                                                                                                            |  |                | 670    |                   |   | 1,469 
|                                                                                                                                                                |  |                |        |                   |   |       
|Total current liabilities                                                                                                                                       |  |                | 3,818  |                   |   | 6,794 
|Deferred income taxes                                                                                                                                           |  |                | 268    |                   |   | 255   
|                                                                                                                                                                |  |                |        |                   |   |       
|TOTAL LIABILITIES                                                                                                                                               |  |                | 4,086  |                   |   | 7,049 
|                                                                                                                                                                |  |                |        |                   |   |       
|MINORITY INTEREST                                                                                                                                               |  |                | 23     |                   |   | 22    
|                                                                                                                                                                |  |                |        |                   |   |       
|STOCKHOLDERS EQUITY                                                                                                                                            |  |                |        |                   |   |       
|Preferred stock - $1.00 par value; 1,200 shares authorized, no shares issues and outstanding at March 31, 2006 and December 31,
2005                            |  |                |       |                   |   |      
|Common stock - $0.01 par value; 98,800 shares authorized, 32,639 and 32,470 shares issued and outstanding at March 31, 2006 and
December 31, 2005, respectively |  |                | 326    |                   |   | 324   
|Additional paid in capital                                                                                                                                      |  |                | 24,276 |                   |   | 23,676
|Retained earnings                                                                                                                                               |  |                | 11,644 |                   |   | 10,467
|                                                                                                                                                                |  |                |        |                   |   |       
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                      |  |                | 36,246 |                   |   | 34,467
|                                                                                                                                                                |  |                |        |                   |   |       
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                      |  | $              | 40,355 |                   | $ | 41,538
|                                                                                                                                                                |  |                |        |                   |   |       

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



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TVI CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2006 and 2005

(in thousands, except per share
data)

(unaudited)



|                                                                         |  |      |        |   |      |   |       
|------------------------------------------------------------------------ |  | ---- | ------ | - | ---- | - | ------
|                                                                         |  | 2006 |        |   | 2005
|NET SALES                                                                |  | $    | 9,280  |   |      | $ | 8,871 
|                                                                         |  |     
|COST OF SALES                                                            |  |      | 4,512  |   |      |   | 4,162 
|                                                                         |  |      |        |   |      |   |       
|GROSS PROFIT                                                             |  |      | 4,768  |   |      |   | 4,709 
|                                                                         |  |      |        |   |      |   |       
|OPERATING EXPENSES                                                       |  |      |        |   |      |   |       
|Selling, general and administrative expenses                             |  |      | 2,461  |   |      |   | 2,036 
|Research and development expenses                                        |  |      | 398    |   |      |   | 277   
|                                                                         |  |      |        |   |      |   |       
|Total operating expenses                                                 |  |      | 2,859  |   |      |   | 2,313 
|                                                                         |  |      |        |   |      |   |       
|OPERATING INCOME                                                         |  |      | 1,909  |   |      |   | 2,396 
|                                                                         |  |     
|INTEREST AND OTHER INCOME, NET                                           |  |      | 48     |   |      |   | 39    
|                                                                         |  |      |        |   |      |   |       
|INCOME BEFORE PROVISION FOR INCOME TAXES                                 |  |      | 1,957  |   |      |   | 2,435 
|                                                                         |  |     
|PROVISION FOR INCOME TAXES                                               |  |      | 779    |   |      |   | 901   
|                                                                         |  |      |        |   |      |   |       
|INCOME BEFORE MINORITY INTEREST IN NET INCOME OF CONSOLIDATED SUBSIDIARY |  |      | 1,178  |   |      |   | 1,534 
|                                                                         |  |     
|MINORITY INTEREST IN NET INCOME OF CONSOLIDATED SUBSIDIARY               |  |      | (1     | ) |      |   |      
|                                                                         |  |      |        |   |      |   |       
|NET INCOME                                                               |  | $    | 1,177  |   |      | $ | 1,534 
|                                                                         |  |      |        |   |      |   |       
|EARNINGS PER COMMON SHARE - BASIC                                        |  | $    | 0.04   |   |      | $ | 0.05  
|                                                                         |  |      |        |   |      |   |       
|AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  BASIC                      |  |      | 32,528 |   |      |   | 29,816
|                                                                         |  |      |        |   |      |   |       
|EARNINGS PER COMMON SHARE - DILUTED                                      |  | $    | 0.04   |   |      | $ | 0.05  
|                                                                         |  |      |        |   |      |   |       
|AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  DILUTED                    |  |      | 33,000 |   |      |   | 30,801
|                                                                         |  |      |        |   |      |   |       

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 THREE MONTHS ENDED MARCH 31, 2006 and 2005

(in thousands)

(unaudited)



|                                                                                            |  |      |        |   |      |   |        |  
|------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                                            |  | 2006 |        |   | 2005 |  
|OPERATING ACTIVITIES                                                                        |  |      |        |   |      |   |        |  
|Net income                                                                                  |  | $    | 1,177  |   |      | $ | 1,534  |  
|                                                                                            |  |     
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |      |        |   |      |   |        |  
|Depreciation and amortization                                                               |  |      | 188    |   |      |   | 82     |  
|Provision for doubtful accounts                                                             |  |      | 15     |   |      |   | 14     |  
|Provision for deferred income taxes                                                         |  |      | 20     |   |      |   |       |  
|Minority interest in net income of consolidated subsidiary                                  |  |      | 1      |   |      |   |       |  
|Stock-based compensation expense                                                            |  |      |       |   |      |   | 31     |  
|SFAS 123 (R) compensation expense                                                           |  |      | 173    |   |      |   |       |  
|Income tax benefit from the existence of stock options                                      |  |      |       |   |      |   | 264    |  
|Earnings on marketable securities reinvested                                                |  |      | (43    | ) |      |   |       |  
|Changes in operating assets and liabilities:                                                |  |      |        |   |      |   |        |  
|Accounts receivable, trade                                                                  |  |      | 2,754  |   |      |   | (2,511 | )
|Inventory                                                                                   |  |      | (843   | ) |      |   | (1,025 | )
|Prepaid expenses and other current assets                                                   |  |      | (13    | ) |      |   | 8      |  
|Income taxes payable                                                                        |  |      | (799   | ) |      |   | 104    |  
|Accounts payable                                                                            |  |      | (1,200 | ) |      |   | 1,087  |  
|Accrued expenses                                                                            |  |      | (740   | ) |      |   | (107   | )
|                                                                                            |  |      |        |   |      |   |        |  
|Net cash provided by (used in) operating activities                                         |  |      | 690    |   |      |   | (519   | )
|                                                                                            |  |      |        |   |      |   |        |  
|INVESTING ACTIVITIES                                                                        |  |      |        |   |      |   |        |  
|Purchases of intangible assets                                                              |  |      | (3     | ) |      |   | (63    | )
|Purchases of property, plant and equipment                                                  |  |      | (270   | ) |      |   | (229   | )
|                                                                                            |  |      |        |   |      |   |        |  
|Net cash used in investing activities                                                       |  |      | (273   | ) |      |   | (292   | )
|                                                                                            |  |      |        |   |      |   |        |  
|FINANCING ACTIVITIES                                                                        |  |      |        |   |      |   |        |  
|Issuance of common stock                                                                    |  |      |       |   |      |   | 62     |  
|Income tax benefit from exercise of stock options                                           |  |      | 170    |   |      |   |       |  
|Proceeds from exercise of stock options                                                     |  |      | 22     |   |      |   |       |  
|                                                                                            |  |      |        |   |      |   |        |  
|Net cash provided by financing activities                                                   |  |      | 192    |   |      |   | 62     |  
|                                                                                            |  |      |        |   |      |   |        |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        |  |      | 609    |   |      |   | (749   | )
|Cash and cash equivalents at beginning of period                                            |  |      | 2,589  |   |      |   | 13,054 |  
|                                                                                            |  |      |        |   |      |   |        |  
|Cash and cash equivalents at end of interim period                                          |  | $    | 3,198  |   |      | $ | 12,305 |  
|                                                                                            |  |      |        |   |      |   |        |  
|NON-CASH FINANCING ACTIVITIES                                                               |  |      |        |   |      |   |        |  
|Common stock issued for 2005 compensation                                                   |  | $    | 237    |   |      | $ |       |  
|                                                                                            |  |      |        |   |      |   |        |  

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 MONTHS ENDED MARCH 31, 2006

(amounts in thousands, except per share data)

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 April 2004, TVI acquired substantially all of the assets of CAPA Manufacturing, LLC, a privately-held company. In connection
with this acquisition, the Company established CAPA Manufacturing Corp. (CAPA) as its wholly owned subsidiary. 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 November 2005, TVI acquired Safety Tech International, Inc.
(STI), a privately held company. As a result, STI became a wholly owned subsidiary of TVI. All material intercompany transactions have been eliminated in consolidation.

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the
United States (GAAP) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP 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-K for the fiscal year ended December 31, 2005 (the 2005 Annual Report). Footnotes which would substantially duplicate the disclosures in the
Companys audited financial statements for the year ended December 31, 2005 contained in the 2005 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, 2006.

Certain reclassifications have
been made to previously reported amounts to conform to 2006 amounts.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period and related disclosure of contingent liabilities. Actual results could differ from those estimates.

Stock Based Compensation

At March 31, 2006
and as more fully described in Note 3, the Company has adopted the 1998 Incentive Stock Option Plan (the Plan) which provides for the award of shares of Common Stock and the grant of non-qualified and incentive stock options to
directors, officers and employees.

Prior to January 1, 2006, the Company accounted for the Plan under the recognition and measurement
provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees (Opinion No. 25), and related Interpretations, as permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation
(SFAS 123). No stock-based employee compensation cost was recognized under the Plan in the Consolidated Statement of Income for the three months ended March 31, 2005 as all options granted under the Plan had an exercise price equal
to the market value of the underlying common stock on the date of grant.

Effective January 1, 2006, the Company adopted the fair
value recognition provisions of FASB Statement No. 123(R), Share-Based Payment, (SFAS 123(R)) using the modified-prospective-transition method. Under that transition method, compensation cost recognized in the three months
ended March 31, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of December 31, 2005, based on the grant date fair value



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estimated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based
payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). Results for the three months ended March 31, 2005 have not been restated.

As a result of adopting SFAS 123(R) on January 1, 2006, the Companys income before provision for income taxes and net income for the three
months ended March 31, 2006, are $173 and $156 lower, respectively, than if it had continued to account for share-based compensation under Opinion No. 25. Reported basic and diluted earnings per share for the three months ended
March 31, 2006 were not affected by the adoption of SFAS 123(R).

Prior to the adoption of SFAS 123(R), the Company presented all
tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the Statement of Cash Flows. SFAS 123(R) requires the cash flows resulting from the tax benefits of deductions in excess of the compensation cost
recognized for those options (excess tax benefits) to be classified as financing cash flows. The $170 excess tax benefits classified as a financing cash inflows on the Statement of Cash Flows for the three months ended March 31, 2006 would have
been classified as an operating cash inflow if the Company had not adopted SFAS 123(R). Consequently, cash flows from operating activities and cash flows from financing activities would have been $860 and $22, respectively, if the Company had not
adopted Statement 123(R), compared to reported cash flows from operating activities and cash flows from financing activities of $690 and $192, respectively.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 to options granted under the Companys stock option
plan for the three months ended March 31, 2005. For purposes of this pro forma disclosure, the value of the options is estimated using a Black-Scholes-Merton option-pricing formula and amortized to expense over the options vesting
periods.



|                                                                                                                                            |  |                                 |       |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | -
|                                                                                                                                            |  | Three MonthsEnded March 31,2005 |      
|Net income, as reported                                                                                                                     |  | $                               | 1,534 |  
|Add: stock-based employee compensation expense included in reported net income, net of related tax effects                                  |  |                                 | 31    |  
|Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                 | (175  | )
|                                                                                                                                            |  |                                 |       |  
|Pro forma net income                                                                                                                        |  | $                               | 1,390 |  
|                                                                                                                                            |  |                                 |       |  
|Earnings per common share:                                                                                                                  |  |                                 |       |  
|Basic  as reported                                                                                                                         |  | $                               | 0.05  |  
|                                                                                                                                            |  |                                 |       |  
|Basic  pro forma                                                                                                                           |  | $                               | 0.05  |  
|                                                                                                                                            |  |                                 |       |  
|Diluted  as reported                                                                                                                       |  | $                               | 0.05  |  
|                                                                                                                                            |  |                                 |       |  
|Diluted  pro forma                                                                                                                         |  | $                               | 0.05  |  
|                                                                                                                                            |  |                                 |       |  

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 March 31, 2006, shares
attributable to 1,117 outstanding stock options were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

Note 3. STOCK BASED COMPENSATION.

The Company adopted the Plan which provides for non-qualified and
incentive stock options to be issued enabling the holder thereof to purchase Common Stock of the Company at predetermined exercise prices. Incentive stock options may be granted to purchase shares of Common Stock at a price not less than fair market
value on the date of grant. Only employees may receive incentive stock options; all other qualified participants may receive non-qualified stock options with an exercise price determined by the Companys Board of Directors. The Plan also
provides for the outright award of shares of Common Stock. The Plan permits the grant of options and shares for up to 10 million shares of the Companys Common Stock.



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At March 31, 2006, options to purchase up to 2,898 shares of the Companys Common Stock remain
available to be granted under the Plan. The Company believes that such awards better align the interests of employees and others with that of its stockholders. The Plan expires on May 7, 2008.

Option awards are generally granted with an exercise price equal to the market price of the Companys stock at the date of grant. Options granted to
employees have a 10 year contractual term while options granted to directors and others generally have a five year term. Option awards vest upon terms determined by the Board of Directors. During the three months ended March 31, 2006, options
granted under the Plan vested one-half on the first anniversary date of the grant and one-half on the second anniversary date. The Company issues new shares to satisfy its obligations related to the exercise of options.

The fair values of stock options granted were estimated at the date of grant using the Black-Scholes-Merton option pricing model. The
Black-Scholes-Merton model was originally developed for use in estimating the fair value of traded options, which have different characteristics from TVIs employee incentive and non-qualified stock options. The model is also sensitive to
changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes-Merton option pricing model:



|                        |  |                              |  |        
|----------------------- |  | ---------------------------- |  | -------
|                        |  | Three Months Ended March 31,
|                        |  | 2006                         |  | 2005   
|Expected volatility     |  | 58.5%                        |  | 62.0%  
|Expected term           |  | 3.5 5 years                 |  | 6 years
|Risk-free rate          |  | 4.58%                        |  | 3.80%  
|Expected dividend yield |  | 0.00%                        |  | 0.00%  

The expected volatility was determined with reference to the historical volatility of the
Companys stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for
valuation purposes. The expected term of options granted represents the period of time that options granted are expected to be outstanding; the range given above results from certain groups of employees exhibiting different behavior. The risk-free
rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.

Total
compensation cost charged to income for share-based payment arrangements amounted to $173 for the three months ended March 31, 2006. The total income tax benefit recognized in income for share-based payment arrangements amounted to $17 for the
three months ended March 31, 2006. No compensation cost related to share-based payment arrangements was capitalized as part of inventory or property, plant or equipment.

A summary of the activity under the Plan for the three months ended March 31, 2006 was as follows:



|                                             |  |                 |   |  |                                       |       |   |                                                 |      |                         |   |      
|-------------------------------------------- |  | --------------- | - |  | ------------------------------------- | ----- | - | ----------------------------------------------- | ---- | ----------------------- | - | -----
|                                             |  | Numberof Shares |   |  | WeightedAverageExercisePrice PerShare |       |   | WeightedAverageRemainingContractualTerm inYears |      | AggregateIntrinsicValue
|Outstanding at January 1, 2006               |  | 1,693           |   |  | $                                     | 2.63  |   |                                                 |      |                         |   |      
|Granted                                      |  | 100             |   |  |                                       | 3.97  |   |                                                 |      |                         |   |      
|Exercised                                    |  | (115            | ) |  |                                       | (0.18 | ) |                                                 |      |                         |   |      
|Canceled or expired                          |  | (60             | ) |  |                                       | 4.15  |   |                                                 |      |                         |   |      
|                                             |  |                 |   |  |                                       |       |   |                                                 |      |                         |   |      
|Outstanding at March 31, 2006                |  | 1,618           |   |  | $                                     | 2.80  |   |                                                 | 5.27 |                         | $ | 2,108
|                                             |  |                 |   |  |                                       |       |   |                                                 |      |                         |   |      
|Vested or expected to vest at March 31, 2006 |  | 1,536           |   |  | $                                     | 2.74  |   |                                                 | 5.11 |                         | $ | 2,091
|                                             |  |                 |   |  |                                       |       |   |                                                 |      |                         |   |      
|Exercisable at March 31, 2006                |  | 1,070           |   |  | $                                     | 2.20  |   |                                                 | 3.75 |                         | $ | 1,995
|                                             |  |                 |   |  |                                       |       |   |                                                 |      |                         |   |      

The weighted average grant-date fair value of options granted during the three months ended
March 31, 2006 and 2005 was $2.01 and $2.76, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2006 and 2005 was $439 and $695, respectively.



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As of March 31, 2006, there was $550 of total unrecognized compensation cost related to nonvested
share-based compensation arrangements under the Plan. That cost is expected to be recognized over a weighted-average period of 0.52 years. The total fair value of shares vested during the three months ended March 31, 2006 and 2005 was $424 and
$174, respectively.

Cash received from option exercises under all share-based payment arrangements for the three months ended
March 31, 2006 and 2005 amounted to $22 and $62, respectively. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $170 and $264 for the three months ended March 31,
2006 and 2005, respectively.

Note 4. ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION.

On November 8, 2005 the Company acquired by merger STI, a manufacturer of powered air respirators. The following table presents pro forma financial
information for the three months ended March 31, 2005 as though the acquisition of STI took place on January 1, 2005.



|                                         |  |   |       
|---------------------------------------- |  | - | ------
|Revenue                                  |  | $ | 10,996
|Income before provision for income taxes |  |   | 2,743 
|Net income                               |  |   | 1,712 
|                                         | 
|Earnings per Common Share  basic        |  | $ | 0.05  
|Earnings per Common Share  diluted      |  | $ | 0.05  

The unaudited pro forma financial information does not include the effects of the additional
acquisition consideration, if any, that may be payable to the former stockholders of STI should certain conditions be met in the Agreement and Plan of Merger, including the generation of certain income amounts by STI in the fiscal years ending
June 30, 2006 and 2007 or the repayment of acquisition consideration should STI not generate minimum levels of revenue in the two years following acquisition.

The above unaudited pro forma financial information has been provided for comparative purposes only and includes certain adjustments, such as additional amortization expense for identified intangible assets and lower
interest income at TVI from reduced cash on hand. The results are not intended to be indicative of the results of operations that actually would have resulted had the acquisition been completed on January 1, 2005, or of future results of
operations.

Note 5. INVENTORIES, NET.

Inventories as of March 31, 2006 and December 31, 2005 consist of:



|                 |  |      |       |      |   |      
|---------------- |  | ---- | ----- | ---- | - | -----
|                 |  | 2006 |       | 2005
|Finished goods   |  | $    | 1,468 |      | $ | 1,570
|Work in progress |  |      | 696   |      |   | 411  
|Raw materials    |  |      | 2,996 |      |   | 2,357
|Other            |  |      | 349   |      |   | 386  
|                 |  |      |       |      |   |      
|Total            |  | $    | 5,509 |      | $ | 4,724
|                 |  |      |       |      |   |      

Other inventories consist of field service, demonstration and other sales support inventory. At
March 31, 2006 and December 31, 2005, inventory reserves for excess and obsolete inventories were $522 and $598, respectively.

Note 6. SIGNIFICANT CUSTOMERS.

Net sales to the Companys largest customer totaled
approximately $2,558 and $5,876 for the three months ended March 31, 2006 and 2005, respectively. These sales represented 28% and 66% of total net sales for the periods then ended, respectively. For the three months ended March 31, 2006,
net sales to the Companys second largest customer amounted to approximately $1,367, or 15% of total net sales for the period. 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 period.



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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; unanticipated costs or charges; 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 and first receiver communities; 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; adverse changes in governmental regulations; the possibility that our products contain unknown defects that could result in product liability claims; 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

We are a global supplier of rapidly deployable first receiver and first responder systems for homeland security, hospitals, police and fire departments, the military and public health agencies. We design, fabricate
and market products and systems both through distributors and directly to end-users and OEMs. Our shelter systems include chemical and biological decontamination systems, hospital surge capacity systems, and infection control systems, all of which
integrate our fabric shelter structure. Many of these shelter systems employ our proprietary articulating frame. We also sell a line of powered air-purifying respirators (PAPRs) as well as thermal products, which include targets,
Identification Friend or Foe (IFF) devices, helicopter landing systems, markers and decoys. In addition, we plan to manufacture disposable filter canisters for the first responder, military, healthcare and industrial markets. We are in
the process of establishing the only high-capacity filter canister manufacturing facility located in the United States. Finally, in 2005, we introduced training services as part of our business and plan to pursue training services as a compliment to
our core business.

The first receiver and first responder markets have increased significantly in terms of size and demand over the past
few years at all levels of government. Our strategy is to grow by expanding our product offerings to capitalize on the demand of these first receiver and first responder markets, primarily within the homeland security sector. We plan to diversify
our product offerings both by organic development of new products and through acquisitions. Our continuing commitment to R&D is a key component of our diversification strategy to address the operating requirements of our target markets. During
the first quarter of 2006, we continued to invest significantly in R&D activities. Most of our efforts are directed toward the realization of products with near-term revenue potential, but we continue to invest in R&D initiatives to ensure
our continued competitiveness in the more distant future.

Our most significant expense is cost of goods sold, which consists primarily of
direct labor, raw materials and manufacturing overhead costs incurred in the manufacture of our products. At the end of 2005, we entered into a $10.0 million revolving credit facility with Bank of America, N.A. As of March 31, 2006 we had not
drawn down any funds from the facility. Cash and cash equivalents as of March 31, 2006 were $3.2 million. In addition, investment in marketable securities as of March 31, 2006 was $4.1 million. We intend to use additional cash and issue
shares of our Common Stock to implement our growth strategy.



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Results of Operations for the Three Months Ended March 31, 2006 Compared With the Three Months Ended
March 31, 2005

(dollars in thousands, except per share data)

Net Sales:

Net sales increased $409, or 5%, to $9,280 for the first quarter of 2006, from $8,871 for
the first quarter of 2005. The increase is primarily attributable to the first full quarter of sales contributed by STI.

Gross Profit:

Gross profit increased $59, or 1%, to $4,768 for the first quarter of 2006, compared with $4,709 for the first quarter of 2005. Gross margin as a
percentage of sales was 51.4% for the first quarter of 2006 compared with 53.1% for the first quarter of 2005. The decrease in the gross margin percentage is predominately related to a change in product mix.

Selling, General and Administrative:

Selling,
general and administrative (SG&A) expense was $2,461 for the first quarter of 2006, an increase of $425, or 21%, compared with $2,036 for the first quarter of 2005. The increase is primarily attributable to the first full quarter of
STI expenses, and the $173 of expense incurred in connection with the adoption of FASB Statement No. 123(R), Share-Based Payment, (SFAS 123(R)) effective as of January 1, 2006 (see Critical Accounting Policies and
Estimates below).

Research and Development:

Research and development (R&D) expense was $398 for the first quarter of 2006, an increase of $121, or 44%, compared with $277 for the first quarter of 2005. The increase is primarily attributable to
first full quarter of STI expenses.

Operating Income:

Operating income decreased by $487, or 20%, to $1,909 for the first quarter of 2006, from $2,396 for the first quarter of 2005. Operating income as a percent of net sales decreased to 21% for the first quarter of
2006, from 27% for the first quarter of 2005 due to a change in product mix and higher SG&A and R&D expenses.

Income Tax Expense:

The effective tax rate (EFT) for the first quarter of 2006 was 39.8%, compared with 37.0% for the first quarter of 2005.
The increase in the EFT is primarily attributable to the charge of $173 resulting from our adoption of SFAS 123(R), most of which was non-deductible.

Net Income:

Net income decreased $357, or 23%, to $1,177 for the first quarter of 2006, compared with $1,534 for the first
quarter of 2005, reflecting the decline in gross profit, increase in operating expenses and increase in the EFT. Earnings per diluted share were $0.04 for the first quarter of 2006, compared with $0.05 for the first quarter of 2005.

Liquidity and Capital Resources

Management measures
our liquidity on the basis of our 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 cash flows from operating
activities, capital expenditures, access to bank lines of credit and our ability to attract long-term capital under satisfactory terms.

Internal cash generation, together with currently available cash and investments and an ability to access credit lines if needed, are expected to be sufficient to fund operations, capital expenditures, and any increase in working capital
that we would need to accommodate a higher level of business activity. We are actively seeking to expand by acquisitions as well as through organic growth of our business. While a significant acquisition may require additional borrowings, equity
financing or both, we believe that we would be able to obtain financing based, among other things, on our earnings performance and current financial position.



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As of March 31, 2006 working capital was $15,601, up from the $13,951 million at December 31,
2005. Cash and cash equivalents and marketable securities available for sale as of March 31, 2006 totaled $7,341, an increase of 10% from December 31, 2005. Working capital changes are primarily attributable to the decrease in accounts
receivable, offset by an increase in inventory and decreases in accounts payable and accrued expenses. Under our cash management program, we may invest in U.S. Treasury, corporate commercial paper and other interest-bearing securities with various
maturities and other investment grade securities.

Accounts receivable as of March 31, 2006 were $5,247, a decrease of 35% from
December 31, 2005. Days-sales outstanding, or DSO, as of March 31, 2006 was 51 compared to 69 days as of December 31, 2005. The decrease in accounts receivable and DSO is primarily attributable to outstanding receivables as of
December 31, 2005 related to Katrina hurricane support that were collected within the first 45 days of 2006.

Inventory as of
March 31, 2006 was $5,509, an increase of 17% from December 31, 2005. Annualized inventory turnover was 4.4 times at March 31, 2006 compared to 4.7 times at December 31, 2005. The increase in inventory and the decrease in
inventory turnover are primarily attributable to raw materials additions to address then-anticipated changes in product mix for expected orders.

Current liabilities as of March 31, 2006 were $3,818, a decrease of 44% from December 31, 2005. This decrease was attributable to payments of 2005 liabilities.

Cash flow provided by operating activities was $690 for the first quarter of 2006, compared to cash used by operating activities of $519 for the first
quarter of 2005. Cash used in investing activities totaled $273 for the first quarter of 2006 and $292 for the first quarter of 2005, primarily for the purchase of new information technology equipment and construction of the filter plant,
respectively. Cash provided by financing activities totaled $192 primarily from the tax benefit from the exercise of stock options.

In
connection with the acquisition of STI, additional earnout consideration may be payable should certain conditions be met by STI and its stockholders, including the generation of certain income amounts by STI in the fiscal years ending June 30,
2006 and 2007. The maximum amount of earnout payments would be $5,500, payable 50% in cash and 50% in the form of restricted Common Stock.

In December 2005, TVI and its three subsidiaries entered into a Credit and Security Agreement and related agreements (the Credit Agreement) with Bank of America, N.A. (Bank). The Credit Agreement provides for a
revolving credit facility (Credit Facility) in the maximum principal amount of $10,000. Borrowings under the Credit Facility bear interest at a floating rate equal to LIBOR plus a stated margin of between 1.25% and 1.75% based upon the
ratio of TVIs total funded debt to EBITDA (the EBITDA Ratio). The Credit Agreement also provides that the Bank will issue or commit to issue letters of credit for our account in aggregate undrawn amounts of up to $2,000. Annual
fees for letters of credit issued for our account will equal 1.25% to 1.75% of the face amount of such letters of credit based upon the EBITDA Ratio. The amount of any outstanding letters of credit issued or committed to be issued by the Bank will
reduce, dollar for dollar, the aggregate amount available under the Credit Facility. We must also pay a commitment fee equal to an annual rate of 0.25% or 0.30% of the unused facility, which rate is based on our EBITDA Ratio at the time such fee is
due, times the amount of the unused facility. The obligations under the Credit Agreement are secured by a security interest in all of the personal property of TVI and its subsidiaries.

The Credit Agreement contains customary covenants that will, among other things, limit our ability to incur additional indebtedness, create liens, pay
dividends, make certain types of investments, enter into certain types of transactions with affiliates, make certain capital expenditures, sell assets, merge with other companies or enter into certain other transactions outside of the ordinary
course of business. The Credit Agreement also requires us to maintain an EBITDA Ratio of 1.75 to 1.0 or less on a rolling 4-calendar quarter basis. The Credit Agreement contains customary events of default, including, but not limited to:
(a) non-payment of amounts due; (b) material breach of representations, warranties or covenants under the Credit Agreement or the documents pertaining thereto; (c) cross-default provisions relating to other indebtedness obligations;
(d) loss of collateral; (e) bankruptcy or similar proceedings; (f) dissolution; or (g) other certain material adverse changes. Upon the occurrence of an event of default, the amounts outstanding under the credit facility may be
accelerated and may become immediately due and payable and the Bank may exercise other remedies available to it under the Credit Agreement, including without limitation, exercising its rights in the collateral.

The Credit Facility will terminate and all amounts owing thereunder will be due and payable on December 31, 2008.



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As of May 1, 2006, TVI had not requested any advances under the Credit Facility and had not
requested any commitments from the Bank to issue letters of credit. The Credit Agreement provides that advances under the Credit Facility can be used only for working capital purposes, to make capital expenditures and to finance certain permitted
acquisitions. We entered into the Credit Facility to provide an alternative source of liquidity, if needed, which may include being a source of capital for strategic acquisitions of complementary businesses or assets. We believe that the cash
balance as of May 1, 2006 along with anticipated internally generated funds and the available Credit Facility will be sufficient to meet our expected cash requirements for at least the next twelve months.

We believe that we have adequate production equipment to support our current level of operations. Our spending on plant and equipment in 2006 was
minimal; however, we still plan to invest in our new filter canister manufacturing line and other product expansion initiatives. We will invest in additional equipment to meet efficiency and delivery requirements should our production levels
increase significantly. We currently intend to purchase any such equipment from operating funds.

Critical Accounting Policies and Estimates

Note 2 of the Notes to Consolidated Financial Statements on Form 10-K for the year ended December 31, 2005 describes the
significant accounting policies used in the preparation of the Companys financial statements. Effective January 1, 2006, the Company adopted SFAS 123(R) as more fully described below.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period and related disclosure of contingent liabilities.
Actual results could differ from those estimates.

Stock-Based Compensation

Prior to January 1, 2006, the Company accounted for the 1998 Incentive Stock Option Plan (the Plan) under the recognition and measurement
provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations, as permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS 123). No stock-based
employee compensation cost was recognized in the Consolidated Statement of Income for the first quarter of 2005 as all options granted under the Plan had an exercise price equal to the market value of the underlying common stock on the date of
grant.

Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123(R) using the
modified-prospective-transition method. Under that transition method, compensation cost recognized in the first quarter of 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of
December 31, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the
grant-date fair value estimated in accordance with the provisions of SFAS 123(R). Results for the first quarter of 2005 have not been restated.

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

We had no variable rate debt
outstanding as of March 31, 2006.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and our
Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chief
Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control
over financial reporting during the quarter ended March 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II OTHER INFORMATION

Item 1. Legal Proceedings.

Seattle Tarp Co., Inc. (Seattle Tarp) has filed an arbitration
claim (Arbritration Case) in Seattle, Washington with the American Arbitration Association (Case No. 75-181-Y-00070-05 JISI) against TVIs wholly-owned subsidiary CAPA and, by motion to include as an additional party, TVI.
Seattle Tarp alleges that TVIs hiring of a former Seattle Tarp employee resulted in a breach of a confidentiality agreement and the unauthorized use of Seattle Tarps confidential information. We do not believe that there is merit to the
claim asserted by Seattle Tarp and are vigorously defending the matter. Due to the early stage of this matter and the character of the claimed damages, we cannot currently estimate the outcome of this matter. In a separate but related matter,
Seattle Tarp threatened to file a claim in arbitration against an employee of TVI, a former Seattle Tarp employee, alleging that the employee breached the terms of an agreement with his former employer, Seattle Tarp, by accepting employment with
TVI. The employee has filed a petition (Civil Action) in the Superior Court of Washington in and for King County (Case No. 04-2-34129-9 SEA) seeking declaratory judgment that no such breach occurred. Seattle Tarp has filed
counterclaims alleging that in connection with his employment at TVI, the employee is engaging in the unauthorized use of confidential information. Seattle Tarp is seeking damages under various theories of liability. The employee is vigorously
pursuing the matter, and TVI is currently bearing the employees litigation expenses. We have agreed to consolidate the Arbitration Case and Civil Action in a single proceeding to be resolved as the Arbitration Case in Seattle, Washington with
the American Arbitration Association.

We are, from time to time, a party to disputes arising from normal business activities including
various employee-related matters. In the opinion of our management, resolution of these matters will not have a material adverse effect upon our financial position or future operating results.

Item 1A. Risk Factors.

There has been no material change to the risk factors required to be disclosed by
us in our Form 10-K for the year ended December 31, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.



|               |  |                                                                                                    
|-------------- |  | ---------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                        
|31.1           |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               | 
|31.2           |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               | 
|32.1           |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|               | 
|32.2           |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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SIGNATURES

Pursuant to the requirements 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.



|                  |  |                                                
|----------------- |  | -----------------------------------------------
|                  |  | TVI CORPORATION                                
|                  |  | (Registrant)                                   
|                  | 
|Date: May 3, 2006 |  | /s/ Richard V. Priddy                          
|                  |  | Richard V. Priddy                              
|                  |  | President and Chief Executive Officer          
|                  | 
|Date: May 3, 2006 |  | /s/ George J. Roberts                          
|                  |  | George J. Roberts                              
|                  |  | Senior Vice President & Chief Financial Officer



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EXHIBIT INDEX



|               |  |                                                                                                    
|-------------- |  | ---------------------------------------------------------------------------------------------------
|Exhibit Number |  | Exhibit Description                                                                                
|31.1           |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               | 
|31.2           |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               | 
|32.1           |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|               | 
|32.2           |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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