##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2005



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the Period from :
 to



Commission File Number: 1-14927



---



OPINION RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)



---



|                                                 |  |                                     
|------------------------------------------------ |  | ------------------------------------
|Delaware                                         |  | 22-3118960                          
|(State of incorporation)                         |  | (I.R.S. Employer Identification No.)
|                                                 | 
|600 College Road East, Suite #4100 Princeton, NJ |  | 08540                               
|(Address of principal executive offices)         |  | (Zip Code)                          



609-452-5400

(Registrants telephone number, including area code)



---



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 periods 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 the number of shares outstanding of each of the issuers classes of common stock, as of the latest practical date.



Common Stock, $0.01 Par Value  6,461,071 shares as of August 10, 2005.



---



---

##### Table of Contents

OPINION RESEARCH CORPORATION AND SUBSIDIARIES



INDEX



|                              |  |                                                                                           |  |   
|----------------------------- |  | ----------------------------------------------------------------------------------------- |  | --
|Part I. Financial Information |  |                                                                                          
|                              |  |                                                                                          
|Item 1.                       |  | Financial Statements (Unaudited)                                                          |  |   
|                              |  |                                                                                          
|                              |  | Consolidated balance sheets  December 31, 2004 and June 30, 2005                         |  | 1 
|                              |  |                                                                                          
|                              |  | Consolidated statements of operations - Three and six months ended June 30, 2004 and 2005 |  | 2 
|                              |  |                                                                                          
|                              |  | Consolidated statements of cash flows - Six months ended June 30, 2004 and 2005           |  | 3 
|                              |  |                                                                                          
|                              |  | Notes to consolidated financial statements  June 30, 2005                                |  | 4 
|                              |  |                                                                                          
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations     |  | 13
|                              |  |                                                                                          
|Item 3.                       |  | Quantitative and Qualitative Disclosure About Market Risk                                 |  | 20
|                              |  |                                                                                          
|Item 4.                       |  | Controls and Procedures                                                                   |  | 20
|                              | 
|Part II. Other Information    |  |                                                                                          
|                              |  |                                                                                          
|Item 1.                       |  | Legal Proceedings                                                                         |  | 21
|                              |  |                                                                                          
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                               |  | 21
|                              |  |                                                                                          
|Item 3.                       |  | Defaults upon Senior Securities                                                           |  | 21
|                              |  |                                                                                          
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                       |  | 22
|                              |  |                                                                                          
|Item 5.                       |  | Other Information                                                                         |  | 22
|                              |  |                                                                                          
|Item 6.                       |  | Exhibits                                                                                  |  | 22
|                              | 
|Signature                     |  | 23                                                                                       



---

##### Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)



OPINION RESEARCH CORPORATION AND SUBSIDIARIES



Consolidated Balance Sheets

(in thousands, except share amounts)



|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ------ | - | ------------- | - | ------- | -
|                                                                                                                                                                                     |  | December 31,2004 |        |   | June 30, 2005 |  
|                                                                                                                                                                                     |  |                  |        |   | (Unaudited)   |  
|Assets                                                                                                                                                                               |  |                  |        |   |               |   |         |  
|Current Assets:                                                                                                                                                                      |  |                  |        |   |               |   |         |  
|Cash and cash equivalents                                                                                                                                                            |  | $                | 467    |   |               | $ | 1,307   |  
|Accounts receivable:                                                                                                                                                                 |  |                  |        |   |               |   |         |  
|Billed                                                                                                                                                                               |  |                  | 26,001 |   |               |   | 32,545  |  
|Unbilled services                                                                                                                                                                    |  |                  | 17,986 |   |               |   | 18,349  |  
|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|                                                                                                                                                                                     |  |                  | 43,987 |   |               |   | 50,894  |  
|Less: allowance for doubtful accounts                                                                                                                                                |  |                  | 93     |   |               |   | 54      |  
|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|                                                                                                                                                                                     |  |                  | 43,894 |   |               |   | 50,840  |  
|Prepaid and other current assets                                                                                                                                                     |  |                  | 3,672  |   |               |   | 4,469   |  
|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|Total current assets                                                                                                                                                                 |  |                  | 48,033 |   |               |   | 56,616  |  
|                                                                                                                                                                                     |  |                 
|Property and equipment, net                                                                                                                                                          |  |                  | 10,105 |   |               |   | 10,126  |  
|Intangibles, net                                                                                                                                                                     |  |                  | 421    |   |               |   | 294     |  
|Goodwill                                                                                                                                                                             |  |                  | 32,748 |   |               |   | 32,547  |  
|Deferred income taxes                                                                                                                                                                |  |                  | 3,248  |   |               |   | 3,271   |  
|Other assets                                                                                                                                                                         |  |                  | 3,128  |   |               |   | 3,209   |  
|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|                                                                                                                                                                                     |  | $                | 97,683 |   |               | $ | 106,063 |  
|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|Liabilities and Stockholders Equity                                                                                                                                                 |  |                  |        |   |               |   |         |  
|Current Liabilities:                                                                                                                                                                 |  |                  |        |   |               |   |         |  
|Accounts payable                                                                                                                                                                     |  | $                | 6,254  |   |               | $ | 6,136   |  
|Accrued expenses                                                                                                                                                                     |  |                  | 9,191  |   |               |   | 10,453  |  
|Deferred revenues                                                                                                                                                                    |  |                  | 4,344  |   |               |   | 4,040   |  
|Short-term borrowings                                                                                                                                                                |  |                  | 2,000  |   |               |   | 3,000   |  
|Other current liabilities                                                                                                                                                            |  |                  | 2,823  |   |               |   | 6,080   |  
|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|Total current liabilities                                                                                                                                                            |  |                  | 24,612 |   |               |   | 29,709  |  
|                                                                                                                                                                                     |  |                 
|Long-term debt                                                                                                                                                                       |  |                  | 40,286 |   |               |   | 42,429  |  
|Other liabilities                                                                                                                                                                    |  |                  | 1,542  |   |               |   | 1,520   |  
|                                                                                                                                                                                     |  |                 
|Redeemable Equity:                                                                                                                                                                   |  |                  |        |   |               |   |         |  
|Preferred stock:                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|Series B - 10 shares designated, issued and outstanding, liquidation value of $10 per share                                                                                          |  |                  |       |   |               |   |        |  
|Series C - 588,229 shares designated, none issued or outstanding                                                                                                                     |  |                  |       |   |               |   |        |  
|Common stock, 1,176,458 shares issued and outstanding                                                                                                                                |  |                  | 8,900  |   |               |   | 8,900   |  
|                                                                                                                                                                                     |  |                 
|Stockholders Equity:                                                                                                                                                                |  |                  |        |   |               |   |         |  
|Preferred stock, $.01 par value, 1,000,000 shares authorized:                                                                                                                        |  |                  |        |   |               |   |         |  
|Series A - 10,000 shares designated, none issued or outstanding                                                                                                                      |  |                  |       |   |               |   |        |  
|Common stock, $.01 par value, 20,000,000 shares authorized, 5,245,815 shares issued and 5,196,993 outstanding in 2004, and 5,308,802 shares
issued and 5,259,980 outstanding in 2005 |  |                  | 52     |   |               |   | 53      |  
|Additional paid-in capital                                                                                                                                                           |  |                  | 21,426 |   |               |   | 21,755  |  
|Retained earnings                                                                                                                                                                    |  |                  | 422    |   |               |   | 1,905   |  
|Treasury stock, at cost, 48,822 shares in 2004 and 2005                                                                                                                              |  |                  | (261   | ) |               |   | (261    | )
|Accumulated other comprehensive income                                                                                                                                               |  |                  | 704    |   |               |   | 53      |  
|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|Total stockholders equity                                                                                                                                                           |  |                  | 22,343 |   |               |   | 23,505  |  
|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  
|                                                                                                                                                                                     |  | $                | 97,683 |   |               | $ | 106,063 |  
|                                                                                                                                                                                     |  |                  |        |   |               |   |         |  



See notes to
consolidated financial statements



1



---

##### Table of Contents

OPINION RESEARCH CORPORATION AND SUBSIDIARIES



Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)



|                                                  |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|------------------------------------------------- |  | --------------------------- | --------- | ------------------------- | ---- | - | --------- |  | - | --------- | - |  | - | --------- | -
|                                                  |  | Three Months Ended June 30, |           | Six Months Ended June 30, |     
|                                                  |  | 2004                        |           |                           | 2005 |   | 2004      |  |   | 2005      |  
|Revenues                                          |  | $                           | 49,400    |                           |      | $ | 51,782    |  | $ | 97,361    |   |  | $ | 100,720   |  
|Cost of revenues                                  |  |                             | 35,045    |                           |      |   | 36,864    |  |   | 68,763    |   |  |   | 71,705    |  
|                                                  |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Gross profit                                      |  |                             | 14,355    |                           |      |   | 14,918    |  |   | 28,598    |   |  |   | 29,015    |  
|                                                  |  |                             |           |                          
|Selling, general and administrative expenses      |  |                             | 10,370    |                           |      |   | 10,596    |  |   | 20,268    |   |  |   | 21,241    |  
|Depreciation and amortization                     |  |                             | 955       |                           |      |   | 1,023     |  |   | 1,897     |   |  |   | 1,992     |  
|                                                  |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Operating income                                  |  |                             | 3,030     |                           |      |   | 3,299     |  |   | 6,433     |   |  |   | 5,782     |  
|                                                  |  |                             |           |                          
|Interest expense                                  |  |                             | 3,766     |                           |      |   | 855       |  |   | 5,373     |   |  |   | 3,134     |  
|Other non-operating (income) expenses, net        |  |                             | (293      | )                         |      |   | 7         |  |   | (301      | ) |  |   | (49       | )
|                                                  |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|(Loss) income before income tax (benefit) expense |  |                             | (443      | )                         |      |   | 2,437     |  |   | 1,361     |   |  |   | 2,697     |  
|                                                  |  |                             |           |                          
|Income tax (benefit) expense                      |  |                             | (206      | )                         |      |   | 1,096     |  |   | 660       |   |  |   | 1,214     |  
|                                                  |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Net (loss) income                                 |  | $                           | (237      | )                         |      | $ | 1,341     |  | $ | 701       |   |  | $ | 1,483     |  
|                                                  |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Net (loss) income per common share:               |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Basic                                             |  | $                           | (0.04     | )                         |      | $ | 0.21      |  | $ | 0.11      |   |  | $ | 0.23      |  
|                                                  |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Diluted                                           |  | $                           | (0.04     | )                         |      | $ | 0.20      |  | $ | 0.11      |   |  | $ | 0.22      |  
|                                                  |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Weighted average common shares outstanding:       |  |                             |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Basic                                             |  |                             | 6,241,703 |                           |      |   | 6,436,411 |  |   | 6,195,315 |   |  |   | 6,420,655 |  
|Diluted                                           |  |                             | 6,241,703 |                           |      |   | 6,682,561 |  |   | 6,410,437 |   |  |   | 6,644,157 |  



See notes to
consolidated financial statements



2



---

##### Table of Contents

OPINION RESEARCH CORPORATION AND SUBSIDIARIES



Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)



|                                                                                            |  |                           |         |   |      |   |         |  
|------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                            |  | Six Months Ended June 30, |        
|                                                                                            |  | 2004                      |         |   | 2005 |  
|Cash flows from operating activities:                                                       |  |                           |         |   |      |   |         |  
|Net income                                                                                  |  | $                         | 701     |   |      | $ | 1,483   |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |                           |         |   |      |   |         |  
|Depreciation and amortization                                                               |  |                           | 1,897   |   |      |   | 1,992   |  
|Non-cash interest expense                                                                   |  |                           | 3,062   |   |      |   | 1,057   |  
|Loss on disposal of fixed assets                                                            |  |                           |        |   |      |   | 1       |  
|Change in:                                                                                  |  |                           |         |   |      |   |         |  
|Accounts receivable                                                                         |  |                           | (2,678  | ) |      |   | (7,276  | )
|Other assets                                                                                |  |                           | (865    | ) |      |   | (1,458  | )
|Accounts payable and accrued expenses                                                       |  |                           | (3,100  | ) |      |   | 1,147   |  
|Deferred revenues                                                                           |  |                           | 573     |   |      |   | (205    | )
|Other liabilities                                                                           |  |                           | 141     |   |      |   | 3,355   |  
|                                                                                            |  |                           |         |   |      |   |         |  
|Net cash (used in) provided by operating activities                                         |  |                           | (269    | ) |      |   | 96      |  
|                                                                                            |  |                           |         |   |      |   |         |  
|Cash flows from investing activities:                                                       |  |                           |         |   |      |   |         |  
|Capital expenditures                                                                        |  |                           | (1,587  | ) |      |   | (2,031  | )
|                                                                                            |  |                           |         |   |      |   |         |  
|Net cash used in investing activities                                                       |  |                           | (1,587  | ) |      |   | (2,031  | )
|                                                                                            |  |                           |         |   |      |   |         |  
|Cash flows from financing activities:                                                       |  |                           |         |   |      |   |         |  
|Borrowings under line-of-credit agreements                                                  |  |                           | 38,433  |   |      |   | 102,147 |  
|Repayments under line-of-credit agreements                                                  |  |                           | (30,488 | ) |      |   | (93,240 | )
|Proceeds from issuance of notes payable                                                     |  |                           | 22,000  |   |      |   | 15,000  |  
|Repayments of notes payable                                                                 |  |                           | (28,500 | ) |      |   | (21,327 | )
|Payments of loan origination and amendment fees                                             |  |                           | (1,850  | ) |      |   |        |  
|Repayments under capital lease arrangements                                                 |  |                           | (50     | ) |      |   | (117    | )
|Proceeds from the issuance of capital stock and exercise of options                         |  |                           | 395     |   |      |   | 330     |  
|                                                                                            |  |                           |         |   |      |   |         |  
|Net cash (used in) provided by financing activities                                         |  |                           | (60     | ) |      |   | 2,794   |  
|                                                                                            |  |                           |         |   |      |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                                |  |                           | 136     |   |      |   | (19     | )
|                                                                                            |  |                           |         |   |      |   |         |  
|(Decrease) increase in cash and cash equivalents                                            |  |                           | (1,780  | ) |      |   | 840     |  
|Cash and cash equivalents at beginning of period                                            |  |                           | 2,766   |   |      |   | 467     |  
|                                                                                            |  |                           |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                  |  | $                         | 986     |   |      | $ | 1,307   |  
|                                                                                            |  |                           |         |   |      |   |         |  
|Non-cash investing and financing activities:                                                |  |                           |         |   |      |   |         |  
|Acquisition of equipment under capital lease                                                |  | $                         | 52      |   |      | $ |        |  
|                                                                                            |  |                           |         |   |      |   |         |  



See notes to
consolidated financial statements



3



---

##### Table of Contents

OPINION RESEARCH CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2005

(Unaudited)



NOTE A - BASIS OF PRESENTATION



The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 adjustments (consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and six months ended June 30, 2005 are not necessarily indicative of the results that may be expected for the full year. For further information, reference should be made to the
consolidated financial statements and footnotes contained in our Annual Report on Form 10-K for the year ended December 31, 2004. For purposes of this report, Opinion Research, the Company, we, our,
us or similar references mean Opinion Research Corporation and its consolidated subsidiaries unless the context requires otherwise.



In the statement of cash flows for the period ended June 30, 2004, certain amounts in unbilled services have been reclassified to deferred revenues in the net cash
provided by operating activities section to conform with the current periods presentation.



NOTE B  RECENT ACCOUNTING PRONOUNCEMENTS



In May 2005, the Financial Accounting Standards Board (FASB) issued Statement No. 154, Accounting Changes and Error Correction-a replacement of APB
Opinion No. 20 and FASB Statement No. 3. This Statement changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes
required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions.



Statement No. 154 defines retrospective application as the application of a different accounting principle to prior accounting periods as if that principle had always
been used or as the adjustment of previously issued financial statements to reflect a change in the reporting entity. This Statement also redefines restatement as the revising of previously issued financial statements to reflect the correction of an
error.



Statement No. 154 requires that retrospective application of a change
in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. Statement No. 154 also requires that a change in depreciation,
amortization, or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate effected by a change in accounting principle.



Statement No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. If
we encounter any circumstances that require the application of this standard when it becomes effective, we will apply the provisions of this Statement.



4



---

##### Table of Contents

NOTE C - CREDIT FACILITIES



In May 2004, we entered into a secured revolving credit facility of $35.0 million with
Citizens Bank of Pennsylvania and First Horizon Bank (the Senior Revolving Facility). The Senior Revolving Facility is for a three-year term and is secured by substantially all of our assets. The Senior Revolving Facility carries
an interest rate at our discretion of either banks designated base rate (6.25% at June 30, 2005) plus 100 basis points or LIBOR (3-month LIBOR was 3.52% at June 30, 2005) plus 300 basis points. As of June 30, 2005, there was approximately $2.2
million of additional credit available under the Senior Revolving Facility.



In
May 2004, we also issued $10.0 million of secured subordinated notes (the Secured Subordinated Notes) and $12.0 million of unsecured subordinated notes (the Unsecured Subordinated Notes) to Allied Capital Corporation. The
Secured Subordinated Notes carried an interest rate of 10% and were to mature in November 2007. The Secured Subordinated Notes required principal payments of $500,000 per quarter commencing July 1, 2004, with an unamortized balance of $3.0 million
due at the end of the term. The Unsecured Subordinated Notes were to mature in May 2009 and carried a fixed interest rate of 15.5%; 13% payable quarterly in cash, and 2.5% payable in cash or deferred and included in the outstanding principal balance
until maturity. In exchange for consideration received in connection with this debt, we extended the term of existing warrants held by Allied Capital Corporation and Allied Investment Corporation (together, Allied) from May 2007 to the
later of May 2009 or the third anniversary of the repayment date. These warrants were issued in 1999 to Allied and are for the purchase of 437,029 shares of our common stock at an exercise price of $5.422 per share. The extension of these warrants
was valued at $616,000 and was accreted through interest expense over the life of the Unsecured Subordinated Notes.



All debt outstanding as of May 4, 2004 was repaid with proceeds from the above borrowings. In conjunction with the new credit facilities, we incurred additional costs of
approximately $1.4 million which are included in other long term assets in our consolidated financial statements and are being amortized over the remaining terms of the facilities. Due to the refinancing of the credit facilities, we also wrote off
the unamortized loan fees of approximately $2.5 million as interest expense, which included payments of $345,000 made in 2004, related to the retired debt in the second quarter of 2004.



In March 2005, we entered into a new secured term loan of $15.0 million with Citizens Bank of Pennsylvania and First Horizon Bank (the
Term Loan). The Term Loan is for a five year term and is secured by substantially all of our assets. The Term Loan carries an interest rate of LIBOR plus 350 basis points, requires principal payments of $750,000 per quarter and matures
in 2010. The proceeds from the Term Loan and a drawdown from the Senior Revolving Facility were used to prepay the Secured Subordinated Notes and the Unsecured Subordinated Notes in the combined amount of $20.5 million. We wrote-off unamortized fees
in the amount of $813,000 and incurred prepayment penalties in the amount of $362,000 in connection with this transaction in the first quarter of 2005.



We are required to maintain certain financial covenants under our credit facilities, such as minimum earnings, debt-to-earnings, interest coverage, and other financial
ratios. For the measuring period ended June 30, 2005, we were in compliance with all of the financial covenants. In addition, covenants under our credit facilities limit or prohibit our ability to incur additional debt, prepay specified types of
indebtedness, pay dividends, make investments, sell assets, or engage in mergers and acquisitions.



5



---

##### Table of Contents

NOTE D - EARNINGS PER SHARE



The following table sets forth the computation of basic and diluted earnings per share:



|                                                   |  |                            |       |                          |      |   |       |  |      |       |  |   |      
|-------------------------------------------------- |  | -------------------------- | ----- | ------------------------ | ---- | - | ----- |  | ---- | ----- |  | - | -----
|                                                   |  | Three Months EndedJune 30, |       | Six Months EndedJune 30,
|($ thousands, except per share amounts)            |  | 2004                       |       |                          | 2005 |   | 2004  |  | 2005
|Numerator:                                         |  |                            |       |                          |      |   |       |  |      |       |  |   |      
|Net (loss) income                                  |  | $                          | (237  | )                        |      | $ | 1,341 |  | $    | 701   |  | $ | 1,483
|Numerator for basic and diluted earnings per share |  | $                          | (237  | )                        |      | $ | 1,341 |  | $    | 701   |  | $ | 1,483
|                                                   |  |                            |       |                         
|Denominator:                                       |  |                            |       |                          |      |   |       |  |      |       |  |   |      
|Denominator for basic earnings per share           |  |                            |       |                          |      |   |       |  |      |       |  |   |      
|Weighted-average shares                            |  |                            | 6,242 |                          |      |   | 6,436 |  |      | 6,195 |  |   | 6,421
|Effect of dilutive stock options                   |  |                            |      |                          |      |   | 247   |  |      | 215   |  |   | 223  
|Denominator for diluted earnings per share         |  |                            |       |                          |      |   |       |  |      |       |  |   |      
|Adjusted weighted-average shares                   |  |                            | 6,242 |                          |      |   | 6,683 |  |      | 6,410 |  |   | 6,644
|                                                   |  |                            |       |                         
|Net (loss) income per common share:                |  |                            |       |                          |      |   |       |  |      |       |  |   |      
|Basic                                              |  | $                          | (0.04 | )                        |      | $ | 0.21  |  | $    | 0.11  |  | $ | 0.23 
|Diluted                                            |  | $                          | (0.04 | )                        |      | $ | 0.20  |  | $    | 0.11  |  | $ | 0.22 



For the three and six month periods
ended June 30, 2004, there were 276,901 options and 740,500 warrants outstanding to purchase our common shares that were not included in the computation of diluted earnings per share because their exercise price was greater than the average market
price of our common shares.



For the three and six month periods ended June 30,
2005, there were 256,900 options and 740,500 warrants outstanding to purchase our common shares that were not included in the computation of diluted earnings per share because their exercise price was greater than the average market price of our
common shares.



6



---

##### Table of Contents

NOTE E - STOCK-BASED COMPENSATION



Employee stock option plans are accounted for in accordance with Accounting Principles Board
Opinion (APB) No. 25, Accounting for Stock Issued to Employees and related interpretations. We have adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, Stock-Based Compensation and
Statement 148,Accounting for Stock-Based Compensation  Transition and Disclosure, which was released in December 2002 as an amendment of Statement 123.



The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all stock
option awards:



|                                                                                                                                      |  |                            |       |   |                          |   |       |      |  |   |      |   |  |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | - | ----- | ---- |  | - | ---- | - |  | - | ----- | -
|                                                                                                                                      |  | Three Months EndedJune 30, |       |   | Six Months EndedJune 30, |  
|($ thousands, except per share amounts)                                                                                               |  | 2004                       |       |   | 2005                     |   |       | 2004 |  |   | 2005 |  
|Net (loss) income  as reported                                                                                                       |  | $                          | (237  | ) |                          | $ | 1,341 |      |  | $ | 701  |   |  | $ | 1,483 |  
|Add: stock-based employee compensation expense included in reported net income net of related tax effects                             |  |                            |      |   |                          |   |      |      |  |   |     |   |  |   |      |  
|Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax
effects |  |                            | (85   | ) |                          |   | (58   | )    |  |   | (148 | ) |  |   | (122  | )
|                                                                                                                                      |  |                            |       |   |                          |   |       |      |  |   |      |   |  |   |       |  
|Net (loss) income  pro forma                                                                                                         |  | $                          | (322  | ) |                          | $ | 1,283 |      |  | $ | 553  |   |  | $ | 1,361 |  
|                                                                                                                                      |  |                            |       |   |                          |   |       |      |  |   |      |   |  |   |       |  
|Basic earnings per share  as reported                                                                                                |  | $                          | (0.04 | ) |                          | $ | 0.21  |      |  | $ | 0.11 |   |  | $ | 0.23  |  
|Basic earnings per share  pro forma                                                                                                  |  | $                          | (0.05 | ) |                          | $ | 0.20  |      |  | $ | 0.09 |   |  | $ | 0.21  |  
|                                                                                                                                      |  |                            |       |  
|Diluted earnings per share - as reported                                                                                              |  | $                          | (0.04 | ) |                          | $ | 0.20  |      |  | $ | 0.11 |   |  | $ | 0.22  |  
|Diluted earnings per share - pro forma                                                                                                |  | $                          | (0.05 | ) |                          | $ | 0.19  |      |  | $ | 0.09 |   |  | $ | 0.20  |  



The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted-average assumptions were used for options granted during the six months ended June 30, 2004 and 2005:



|                                |  |         |   |  |         |  
|------------------------------- |  | ------- | - |  | ------- | -
|                                |  | 2004    |   |  | 2005    |  
|Expected dividend yield         |  | 0       | % |  | 0       | %
|Expected stock price volatility |  | 53.00   | % |  | 45.10   | %
|Risk-free interest rate         |  | 3.61    | % |  | 4.00    | %
|Expected life of options        |  | 7 years |   |  | 7 years |  



There were no options granted during
the three months ended June 30, 2004 and 2005. The number of options granted during the six months ended June 30, 2004 and 2005 were 222,500 and 50,000, respectively. The weighted average fair value of options granted during the six months ended
June 30, 2004 and 2005 was $3.59 and $3.44 per share, respectively.



In
December 2004, the FASB issued Statement No. 123(R), Share-Based Payment(Statement No. 123(R)). Statement No. 123(R) requires that the costs of employee share-based payments be



7



---

##### Table of Contents

measured at fair value on the awards grant date using an option-pricing model and recognized in the financial
statements over the requisite service period. Statement No. 123(R) does not change the accounting for stock ownership plans, which is subject to the American Institute of Certified Public Accountants Statement of Position (SOP) No. 93-6,
Employers Accounting for Employee Stock Ownership Plans. Statement No. 123(R) supersedes APB No. 25, and its related interpretations, and eliminates the alternative to use APB No. 25s intrinsic value method of accounting, which we
currently use.



Statement No. 123(R) requires public companies to adopt
Statement 123(R) using the modified prospective application for periods from the adoption date forward. For periods before the required effective date, companies may elect to apply the modified retrospective application method, although not
required.



The modified prospective method requires compensation cost for the
portion of awards for which the requisite service has not yet been rendered that are outstanding as of the adoption date to be recognized over the remaining service period. The compensation cost for that portion of awards will be based on the
grant-date fair value of those awards as calculated for pro forma disclosures under Statement No. 123, as originally issued. All new awards and awards that are modified, repurchased, or cancelled after the adoption date will be accounted for under
the provisions of Statement No. 123(R).



The modified retrospective application
method may be applied to either all periods prior to adoption or only to prior interim periods in the year of adoption, thus allowing companies to recognize, in their prior period financial statements, the exact amount of compensation cost that was
previously disclosed in their proforma footnote disclosure. However, changes to the amounts originally disclosed in prior periods are precluded.



On April 14, 2005, the SEC issued Release 2005-57 which allows companies to implement Statement No. 123(R) at the beginning of their next fiscal year, instead of the next
reporting period that begins after June 15, 2005 as disclosed in the original Statement No. 123(R) release in December 2004. We currently plan to apply the required modified prospective method upon adoption on January 1, 2006 and we are evaluating
the impact Statement No. 123(R) will have on our financial position, results of operations, earnings per share and cash flows when adopted.



8



---

##### Table of Contents

NOTE F - GOODWILL AND OTHER INTANGIBLE ASSETS



The changes in the carrying value of goodwill as of June 30, 2005 are as follows:



|                             |  |                    |       |                    |   |       |              |  |                |       |              |   |        |  |   |        |  
|---------------------------- |  | ------------------ | ----- | ------------------ | - | ----- | ------------ |  | -------------- | ----- | ------------ | - | ------ |  | - | ------ | -
|($ thousands)                |  | U.S.MarketResearch |       | U.K.MarketResearch |   |       | Teleservices |  | SocialResearch |       | Consolidated |  
|Balance at January 1, 2005   |  | $                  | 2,390 |                    | $ | 3,047 |              |  | $              | 5,530 |              | $ | 21,781 |  | $ | 32,748 |  
|Foreign currency translation |  |                    |      |                    |   | (201  | )            |  |                |      |              |   |       |  |   | (201   | )
|                             |  |                    |       |                    |   |       |              |  |                |       |              |   |        |  |   |        |  
|Balance at June 30, 2005     |  | $                  | 2,390 |                    | $ | 2,846 |              |  | $              | 5,530 |              | $ | 21,781 |  | $ | 32,547 |  
|                             |  |                    |       |                    |   |       |              |  |                |       |              |   |        |  |   |        |  



The components of intangible assets
are as follows:



|                                           |  |                  |        |   |              |   |        |  
|------------------------------------------ |  | ---------------- | ------ | - | ------------ | - | ------ | -
|                                           |  | ($ thousands)    |       
|                                           |  | December 31,2004 |        |   | June 30,2005 |  
|Intangible assets subject to amortization: |  |                  |        |   |              |   |        |  
|Customer lists                             |  | $                | 3,800  |   |              | $ | 3,762  |  
|Non-competition agreements                 |  |                  | 1,627  |   |              |   | 1,588  |  
|Backlog                                    |  |                  | 1,350  |   |              |   | 1,350  |  
|Other                                      |  |                  | 555    |   |              |   | 525    |  
|                                           |  |                  |        |   |              |   |        |  
|                                           |  |                  | 7,332  |   |              |   | 7,225  |  
|Accumulated amortization                   |  |                  | (6,911 | ) |              |   | (6,931 | )
|                                           |  |                  |        |   |              |   |        |  
|                                           |  | $                | 421    |   |              | $ | 294    |  
|                                           |  |                  |        |   |              |   |        |  



Amortization of intangible assets for
the three and six months ended June 30, 2004 and 2005 was $79,000 and $67,000 and $203,000 and $127,000, respectively. The estimated aggregate amortization expense for the remainder of 2005 and each of the five succeeding years is as follows:



|     |  |               |   
|---- |  | ------------- | --
|     |  | ($ thousands)
|2005 |  | $             | 62
|2006 |  |               | 19
|2007 |  |               | 19
|2008 |  |               | 19
|2009 |  |               | 19
|2010 |  |               | 19



9



---

##### Table of Contents

NOTE G - COMPREHENSIVE (LOSS) INCOME



The components of comprehensive (loss) income for the three and six months ended June 30,
2004 and 2005 were:



|                                        |  |                           |      |   |                          |   |       |      |  |   |      |   |  |   |       |  
|--------------------------------------- |  | ------------------------- | ---- | - | ------------------------ | - | ----- | ---- |  | - | ---- | - |  | - | ----- | -
|                                        |  | Three Months EndedJune 30 |      |   | Six Months EndedJune 30, |  
|                                        |  | 2004                      |      |   | 2005                     |   |       | 2004 |  |   | 2005 |  
|                                        |  | ( $ thousands)            |      |   | ( $ thousands)           |  
|Net (loss) income                       |  | $                         | (237 | ) |                          | $ | 1,341 |      |  | $ | 701  |   |  | $ | 1,483 |  
|Other comprehensive loss:               |  |                           |      |   |                          |   |       |      |  |   |      |   |  |   |       |  
|Foreign currency translation adjustment |  |                           | (514 | ) |                          |   | (501  | )    |  |   | (266 | ) |  |   | (651  | )
|                                        |  |                           |      |   |                          |   |       |      |  |   |      |   |  |   |       |  
|Comprehensive (loss) income             |  | $                         | (751 | ) |                          | $ | 840   |      |  | $ | 435  |   |  | $ | 832   |  
|                                        |  |                           |      |   |                          |   |       |      |  |   |      |   |  |   |       |  



NOTE
H  SUBSEQUENT EVENTS



The Company repurchased interests in the Company
held by LLR Equity Partners and one of its affiliates in July 2005. The transaction consisted of the repurchase of 1,176,458 common shares purchased by LLR on September 1, 2000, 740,500 warrants to purchase common shares, rights to convert the
common shares into preferred shares with an annual dividend obligation of $1.2 million, anti-dilution rights and warrants, as well as other rights.



The purchase price for this transaction was $20.0 million and was financed with an unsecured subordinated six-year term loan with no interim principal amortization,
carrying cash interest of 14% per annum, with The Royal Bank of Scotland. The transaction will result in a third quarter one-time charge to net income available to common shareholders totaling approximately $9.8 million.



The credit facilities with Citizens Bank of Pennsylvania and First Horizon Bank were revised
to permit the additional $20.0 million of unsecured subordinated debt.



The
Company incurred costs associated with its postponed common stock offering totaling approximately $1.5 million. These costs are carried as deferred registration expenses. The Company may pursue an offering of its common stock in the future, however,
should the company not proceed in the third quarter with the completion of the offering, the related costs will be expensed and will reduce net income by approximately $1.0 million.



10



---

##### Table of Contents

NOTE I - SEGMENTS



We identify segments based on our internal reporting to management and our board of directors which reflects our geographic locations and
industries in which we operate. We currently have four reportable segments: U.S. market research, U.K. market research, teleservices, and social research. We measure segment profits as operating profit, which is defined as income before interest and
other non-operating expenses and income taxes. The U.S. market research segment includes unallocated corporate headquarters expense. Information on segments and a reconciliation to the consolidated total, are as follows:



|                                               |  |                    |        |   |                    |   |              |  |   |                |   |               |   |        |  |   |              |  |   |       |   |  |   |         |  
|---------------------------------------------- |  | ------------------ | ------ | - | ------------------ | - | ------------ |  | - | -------------- | - | ------------- | - | ------ |  | - | ------------ |  | - | ----- | - |  | - | ------- | -
|($ thousands)                                  |  | U.S.MarketResearch |        |   | U.K.MarketResearch |   | Teleservices |  |   | SocialResearch |   | TotalSegments |   | Other  |  |   | Consolidated | 
|Three months ended June 30, 2004:              |  |                    |        |   |                    |   |              |  |   |                |   |               |   |        |  |   |              |  |   |       |   |  |   |         |  
|Revenues from external customers               |  | $                  | 7,285  |   |                    | $ | 5,138        |  | $ | 3,342          |   |               | $ | 32,261 |  | $ | 48,026       |  | $ | 1,374 |   |  | $ | 49,400  |  
|                                               |  |                    |        |   |                    |   |             
|Operating (loss) income                        |  |                    | (764   | ) |                    |   | 77           |  |   | 300            |   |               |   | 3,387  |  |   | 3,000        |  |   | 30    |   |  |   | 3,030   |  
|Interest and other non-operating expenses, net |  |                    |       |   |                    |   |             |  |   |               |   |               |   |       |  |   |             |  |   |      |   |  |   | 3,473   |  
|Loss before for income tax benefit             |  |                    |       |   |                    |   |             |  |   |               |   |               |   |       |  |   |             |  |   |      |   |  |   | (443    | )
|                                               |  |                    |        |   |                    |   |             
|Three months ended June 30, 2005:              |  |                    |        |   |                    |   |              |  |   |                |   |               |   |        |  |   |              |  |   |       |   |  |   |         |  
|Revenues from external customers               |  | $                  | 6,690  |   |                    | $ | 5,702        |  | $ | 2,405          |   |               | $ | 36,196 |  | $ | 50,993       |  | $ | 789   |   |  | $ | 51,782  |  
|                                               |  |                    |        |   |                    |   |             
|Operating (loss) income                        |  |                    | (139   | ) |                    |   | 102          |  |   | 4              |   |               |   | 3,711  |  |   | 3,678        |  |   | (379  | ) |  |   | 3,299   |  
|Interest and other non-operating expenses, net |  |                    |       |   |                    |   |             |  |   |               |   |               |   |       |  |   |             |  |   |      |   |  |   | 862     |  
|Income before income tax expense               |  |                    |       |   |                    |   |             |  |   |               |   |               |   |       |  |   |             |  |   |      |   |  |   | 2,437   |  
|                                               |  |                    |        |   |                    |   |             
|Six months ended June 30, 2004:                |  |                    |        |   |                    |   |              |  |   |                |   |               |   |        |  |   |              |  |   |       |   |  |   |         |  
|Revenues from external customers               |  | $                  | 13,600 |   |                    | $ | 11,058       |  | $ | 6,950          |   |               | $ | 63,194 |  | $ | 94,802       |  | $ | 2,559 |   |  | $ | 97,361  |  
|                                               |  |                    |        |   |                    |   |             
|Operating (loss) income                        |  |                    | (1,280 | ) |                    |   | 290          |  |   | 690            |   |               |   | 6,726  |  |   | 6,426        |  |   | 7     |   |  |   | 6,433   |  
|Interest and other non-operating expenses, net |  |                    |       |   |                    |   |             |  |   |               |   |               |   |       |  |   |             |  |   |      |   |  |   | 5,072   |  
|Income before income tax expense               |  |                    |       |   |                    |   |             |  |   |               |   |               |   |       |  |   |             |  |   |      |   |  |   | 1,361   |  
|                                               |  |                    |        |   |                    |   |             
|Six months ended June 30, 2005:                |  |                    |        |   |                    |   |              |  |   |                |   |               |   |        |  |   |              |  |   |       |   |  |   |         |  
|Revenues from external customers               |  | $                  | 13,194 |   |                    | $ | 11,139       |  | $ | 4,484          |   |               | $ | 70,054 |  | $ | 98,871       |  | $ | 1,849 |   |  | $ | 100,720 |  
|                                               |  |                    |        |   |                    |   |             
|Operating (loss) income                        |  |                    | (705   | ) |                    |   | 74           |  |   | (389           | ) |               |   | 7,352  |  |   | 6,332        |  |   | (550  | ) |  |   | 5,782   |  
|Interest and other non-operating expenses, net |  |                    |       |   |                    |   |             |  |   |               |   |               |   |       |  |   |             |  |   |      |   |  |   | 3,085   |  
|Income before income tax expense               |  |                    |       |   |                    |   |             |  |   |               |   |               |   |       |  |   |             |  |   |      |   |  |   | 2,697   |  



11



---

##### Table of Contents

NOTE J  STOCKHOLDERS DERIVATIVE LAWSUIT



On December 2, 2004, several persons who purport to be stockholders of our company filed a
derivative complaint against us and our directors in the Chancery Court of the State of Delaware regarding an offering of common stock. We previously proposed to use a portion of the proceeds of a public offering of our common stock to repurchase
interests in our company held by LLR Equity Partners, L.P. and LLR Equity Partners Parallel, L.P. (the LLR Partnerships), other than limited registration rights and shares of our common stock with a value of $2.0 million, which the LLR
Partnerships would retain. The plaintiffs have alleged, among other things, that the offering would be unfairly dilutive to their holdings of our common stock and that the purchase price we intended to pay for the LLR Interests would constitute a
waste of corporate assets. The complaint further alleged that, in approving the offering and the repurchase of the interests held by the LLR partnerships, our directors did not act on our behalf or on behalf of our stockholders but, rather, breached
their fiduciary duties of good faith and loyalty to us and our stockholders. Finally, the complaint alleges that Janney Montgomery Scott LLC, an independent valuation firm, materially overvalued the LLR Interests in its opinion to our board of
directors that our repurchase of the interests held by the LLR partnerships is fair, from a financial point of view, to our stockholders other than the LLR Partnerships.



In connection with their lawsuit, the plaintiffs seek the following:



| |  | a declaration that our directors have violated their fiduciary duties;
|- |  | ----------------------------------------------------------------------



| |  | to enjoin the offering and the proposed repurchase of the LLR Interests or, if these transactions are completed, to rescind the transactions, compel the payment of unspecified
damages or compel the issuance of new shares to plaintiffs to compensate for their dilution;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | an accounting from the defendants, jointly and severally, to us, the plaintiffs and our other stockholders for all monetary damages suffered by us by reason of the alleged
misconduct;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the award of costs and disbursements of their actions, including reasonable attorneys and experts fees; and
|- |  | -------------------------------------------------------------------------------------------------------------



| |  | such other and further relief as the court may determine is just and proper.
|- |  | ----------------------------------------------------------------------------



We believe this suit is without merit and intend to vigorously defend against it. We have moved to dismiss the plaintiffs complaint.



Since the filing of the plaintiffs amended complaint, as reported in Note H in this
Form 10-Q we repurchased substantially all of the interests in us held by the LLR partnerships for a cash price of $20.0 million using the proceeds of a subordinated debt financing.



12



---

##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) includes forward-looking statements. In
general, statements other than statements of historical facts contained in this report, including statements regarding revenues, selling, general and administrative expenses, profitability, financial position, business strategy, and plans and
objectives of management for future operations, are forward-looking statements. The words believe, may, will, estimate, continue, anticipate, intend,
expect and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and
financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including among
other things:



| |  |  | fluctuations in demand for our services;
| | - |  | ----------------------------------------



| |  |  | competition;
| | - |  | ------------



| |  |  | our dependence on key personnel;
| | - |  | --------------------------------



| |  |  | government funding of social research projects;
| | - |  | -----------------------------------------------



| |  |  | leverage and debt service (including sensitivity to fluctuations in interest rates);
| | - |  | ------------------------------------------------------------------------------------



| |  |  | domestic and global economic, credit and capital market conditions;
| | - |  | -------------------------------------------------------------------



| |  |  | foreign exchange fluctuations;
| | - |  | ------------------------------



| |  |  | changes in federal or state tax laws or the administration of these laws;
| | - |  | -------------------------------------------------------------------------



| |  |  | regulatory or judicial proceedings;
| | - |  | -----------------------------------



| |  |  | the outcome of the stockholders derivative litigation; and
| | - |  | -----------------------------------------------------------



| |  |  | certain other risk factors under the heading Risk Factors described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31,
2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This list of risks is not exhaustive. We operate in a very
competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of
this report. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.



13



---

##### Table of Contents

Overview



We provide research services to governments and commercial clients in North America, Europe and Asia. We collect customer, market, employee and demographic data by
utilizing computer-assisted telephone interviews, internet-based data collection techniques, personal interviews, mail questionnaires, and other means. After collecting the data, we analyze, develop and present to our clients cohesive reports which
provide insights regarding their programs, operations, products, or services. Our services are designed to help our clients manage and evaluate public policy programs and funding decisions, sell products, and improve their corporate image and
competitive position. Our government clients include some of the largest U.S federal agencies including the Substance Abuse and Mental Health Services Administration, the United States Agency for International Development, the Centers for Disease
Control and Prevention, and the National Institutes of Health. We have served some of these clients for over 20 years. Our commercial clients include a diverse base of Fortune 500 corporations in the automotive, consumer goods and services,
financial services, health care, information technology, retail and trade, and telecommunications industries. We have served the commercial research market since 1938. We also provide telemarketing services for clients in the membership services,
financial services, information technology, and entertainment industries.



We
currently have four segments for financial reporting purposes:



| |  |  | social research;
| | - |  | ----------------



| |  |  | U.K. market research;
| | - |  | ---------------------



| |  |  | U.S. market research; and
| | - |  | -------------------------



| |  |  | teleservices.
| | - |  | -------------



Our consolidated revenues increased in the three and six months ended June 30, 2005 as compared to the comparable periods of 2004, reflecting strong performance in our largest segment, social research.



Our operating income increased in the three-month period ended June 30, 2005, as a result of
the revenue increase offset by moderate increases in selling, general and administrative expenses. For the six-month period ended June 30, 2005, operating income decreased primarily as a result of reduced revenues in the relatively high margin
teleservices segment.



The following are factors that affect our results from
operations:



Revenues: We generate our revenues from the hourly
billings of professional labor, including part-time labor, from call center services, and from charging our clients for the out-of-pocket costs and subcontracted services incurred for projects. In our market research and social research segments,
revenues under fixed-price contracts are recognized on a proportional performance basis. Revenues under time-and-materials contracts and cost-reimbursement contracts are recognized as costs are incurred. For the teleservices segment we recognize
revenues at the time the services are performed. The level of our revenues is affected by government spending patterns, general economic conditions, the competitiveness of our service offerings in the marketplace and general market conditions that
influence the demand for our specific services and pricing.



Cost of
revenues: All costs directly attributable to a project are included in cost of revenues. These include the salary, benefits and incentive compensation expense for our professional staff and the hourly wages and benefits of our part-time staff
engaged in project work. The cost of our



14



---

##### Table of Contents

professional staff is relatively fixed over the short-term, and fluctuations in our gross margin may occur due to changes
in project margins, the mix of project work that we perform, the level of part-time labor and other variable costs, and the utilization rates of our staff. In addition we include project related telephone expense and out of pocket expenses,
including travel, and subcontracted services incurred for project work, in cost of revenues, and the level of these expenditures will impact gross margin.



Selling, general and administrative expenses: These include expenses that are not directly related to project performance, including salaries, benefits and
incentive compensation for executive management and support services including marketing, information technology, finance and human resources. Also included are external expenses including insurance, legal, marketing and audit, office space and
support service expenses, travel and training costs, directors fees and other non-project related expenses.



Interest expense: Our results in the three and six months ended June 30, 2005 were impacted by lower financing costs on the term loan in comparison to the old debt
which was refinanced in March 2005 and the related non-cash write-off of an original issue discount and unamortized loan fees of approximately $547,000 and $266,000 respectively as well as prepayment penalties of approximately $362,000.



Results of Operations



The following table sets forth, for the periods indicated, selected operating data as a
percentage of revenue:



|                                             |  |                            |    |  |                          |   |  |       |   |  |       |  
|-------------------------------------------- |  | -------------------------- | -- |  | ------------------------ | - |  | ----- | - |  | ----- | -
|                                             |  | Three Months EndedJune 30, |    |  | Six Months EndedJune 30, |  
|                                             |  | 2004                       |    |  | 2005                     |   |  | 2004  |   |  | 2005  |  
|Revenue                                      |  | 100.0                      | %  |  | 100.0                    | % |  | 100.0 | % |  | 100.0 | %
|Gross profit                                 |  | 29.1                       | %  |  | 28.8                     | % |  | 29.4  | % |  | 28.8  | %
|Selling, general and administrative expenses |  | 21.0                       | %  |  | 20.5                     | % |  | 20.8  | % |  | 21.1  | %
|Operating income                             |  | 6.1                        | %  |  | 6.4                      | % |  | 6.6   | % |  | 5.7   | %
|Net (loss) income                            |  | (0.5                       | )% |  | 2.6                      | % |  | 0.7   | % |  | 1.5   | %



Comparison of the three-month
periods ended June 30, 2004 and 2005



Consolidated revenues increased $2.4
million, or 4.8% from $49.4 million in the second quarter of 2004 to $51.8 million in the second quarter of 2005. Revenues increased $3.9 million or 12.2%, in our social research business and $564,000 or 11.0%, in our U.K. market research segment.
Revenues decreased $937,000 or 28.0%, in the teleservices business reflecting continued weakness in this market segment. Revenues also decreased $595,000 or 8.2%, in the U.S. market research segment. In all cases, the increase or decrease in
revenues in the various operating segments is primarily due to higher or lower demand for services.



Consolidated cost of revenues increased $1.8 million, or 5.2%, from $35.0 million in the second quarter of 2004 to $36.9 million in the second quarter of 2005. Gross profit as a percentage of revenues declined from
29.1% in 2004 to 28.8% in 2005. In the social research segment, cost of revenues increased 16.0% from $23.2 million in 2004 to $26.9 million in 2005 while the gross profit percentage decreased from 28.2% in 2004 to 25.8% in 2005 due to increased
cost reimbursable projects in 2005. For U.K. market research, cost of revenues increased 13.3% from $3.1 million in 2004 to $3.6 million in 2005. Gross profit as a percentage of revenues decreased from 38.8% in 2004 to 37.5% in 2005. For U.S. Market
research,



15



---

##### Table of Contents

cost of revenues decreased 26.8% from $6.0 million in 2004 to $4.4 million in 2005 and the gross profit percentage
increased from 17.4% in 2004 to 34.1% in 2005. In the teleservices business, cost of revenues decreased 27.3% from $1.7 million in 2004 to $1.2 million in 2005 and the gross profit percentage decreased from 50.6% in 2004 to 50.1% in 2005.



Selling, general and administrative (SG&A) expenses increased
$226,000, or 2.2%, from $10.4 million in 2004 to $10.6 million in 2005. As a percent of revenues, consolidated SG&A expenses decreased from 21.0% in 2004 to 20.5% in 2005. For the U.S. Market research business, SG&A expenses increased from
$1.8 million in 2004 to $2.2 million in 2005, and as a percentage of revenues, increased from 24.9% in 2004 to 33.3% in 2005. The U.K. market research business also experienced a slight increase of $49,000 in SG&A expenses with a decrease in
SG&A expenses as a percentage of revenues from 34.8% to 32.2%. These increases were offset by decreases in SG&A expenses in the social research business from $5.3 million in 2004 to $5.2 million in 2005 with a decrease as a percentage of
revenues from 16.5% in 2004 to 14.4% in 2005. For the teleservices business business, SG&A expenses decreased from $1.2 million in 2004 to $1.0 million in 2005, which as a percentage of revenues, increased from 35.4% in 2004 to 42.4% in 2005.



Depreciation and amortization expense remained constant at approximately $1.0
million for both 2004 and 2005.



Interest expense decreased $2.9 million or
77.3% from $3.8 million in the second quarter of 2004 to $855,000 in the second quarter of 2005 primarily due to the refinancing charges in 2004 of approximately $2.5 million and the first quarter refinancing that reduced our cost of borrowing.



Other non-operating (income) expense, net, decreased $300,000 from income of
$(293,000) in the second quarter of 2004 to a loss of $7,000 in the second quarter of 2005. In 2004, the U.K. Market research segment realized a foreign exchange gain of $335,000 from the settlement of a long-term intercompany payable.



The (benefit) provision for income taxes for the second quarter of 2004 and 2005 was
$(206,000) and $1.1 million respectively. For the second quarter in 2004, we were in a tax benefit position due to net losses incurred in the related period. The income tax provision in both periods is higher than statutory rates due to the fact
that we are not deriving tax benefits from non-U.S. segments and state losses.



As a result of the foregoing, net income increased to $1.3 million in the second quarter of 2005 from a net loss of $237,000 in the second quarter of 2004.



16



---

##### Table of Contents

Comparison of the six-month periods ended June 30, 2004 and 2005



Consolidated revenues increased $3.4 million or 3.5% from $97.4 million in 2004 to $100.7
million in 2005. Revenues increased $6.9 million, or 10.9%, in our social research business and $81,000 or 0.7% in our U.K. market research segment. Revenues decreased $2.5 million, or 35.5%, in the teleservices business reflecting continued
weakness in this market segment. Revenues also decreased $406,000 or 3.0%, in the U.S. market research segment. In all cases, the increase or decrease in revenues in the various operating segments is primarily due to higher or lower demand for
services.



Consolidated cost of revenues increased $2.9 million, or 4.3%, from
$68.8 million in 2004 to $71.7 million in 2005. Gross profit as a percentage of revenues declined from 29.4% in 2004 to 28.8% in 2005. In the social research segment, cost of revenues increased 12.8% from $46.0 million in 2004 to $51.8 million in
2005 while the gross profit percentage decreased from 27.3% in 2004 to 26.0% in 2005 due to increased cost reimbursable projects in 2005. For U.K. market research, cost of revenues remained relatively constant while the gross profit as a percentage
of revenues decreased from 38.0% in 2004 to 37.7% in 2005. For U.S. Market research, cost of revenues decreased 14.8% from $10.5 million in 2004 to $9.0 million in 2005 and the gross profit percentage increased from 22.4% in 2004 to 31.9% in 2005.
In the teleservices business, cost of revenues decreased 35.3% from $3.4 million in 2004 to $2.2 million in 2005 and the gross profit percentage decreased from 50.7% in 2004 to 50.6% in 2005.



Selling, general and administrative (SG&A) expenses increased $973,000, or
4.8%, from $20.3 million in 2004 to $21.2 million in 2005. As a percent of revenues, consolidated SG&A expenses increased from 20.8% in 2004 to 21.1% in 2005. In the social research business SG&A expenses increased from $9.7 million in 2004
to $10.0 million in 2005 with a decrease as a percentage of revenues from 15.4% in 2004 to 14.4% in 2005. For the U.S. Market research business, SG&A expenses increased from $3.9 million in 2004 to $4.5 million in 2005, and as a percentage of
revenues, increased from 28.8% in 2004 to 34.4% in 2005. The U.K. Market research business remained relatively constant with an increase in SG&A expenses as a percentage of revenues from 33.1% to 33.6%. These increases were offset by the
decrease in SG&A expenses in the teleservices business from $2.5 million in 2004 to $2.3 million in 2005, which as a percentage of revenues, increased from 35.4% in 2004 to 51.3% in 2005.



Depreciation and amortization expense on a consolidated basis increased by $95,000 from $1.9
million in 2004 to $2.0 million in 2005 and remained constant as a percentage of revenues at 2% for both 2004 and 2005.



Interest expense decreased $2.2 million or 41.7% from $5.4 million in 2004 to $3.1 million in 2005 primarily due to refinancing charges in 2004 of approximately $2.5
million as compared to refinancing charges in 2005 of approximately $1.2 million and the lower cost of borrowing resulting from these refinancings.



Other non-operating (income) expense, net, decreased $252,000 from $(301,000) in 2004 to $(49,000) in 2005. In 2004, the U.K. Market research segment realized a foreign
exchange gain of $335,000 from the settlement of a long-term intercompany payable.



The provision for income taxes for the six months ended June 30, 2004 and 2005 was $660,000 and $1.2 million respectively. The income tax provision in both periods is higher than statutory rates due to the fact that we are not deriving tax
benefits from non-U.S. segments and state losses.



As a result of the
foregoing, net income increased to $1.5 million in 2005 from $701,000 in 2004.



17



---

##### Table of Contents

Liquidity and Capital Resources



Cash Flows



At June 30, 2005, working capital was $26.9 million. Net cash provided by operating activities for the six month period ended June 30, 2005 was $96,000 as compared to the
net cash used in operating activities of $269,000 for the same period in 2004. For the six month period ended June 30, 2004, the net cash provided by operating activities was primarily generated by net income, after adjusting for depreciation and
amortization, and other non-cash items, totaling $5.7 million, offset by increases in accounts receivable of $2.7 million, other assets of $865,000, accounts payable and accrued expenses of $3.1 million and decreases in deferred revenues and other
liabilities of $573,000 and $141,000 respectively. For the same period in 2005, the net cash provided by operating activities was primarily generated by net income, after adjusting for depreciation and amortization, and other non-cash items,
totaling $4.5 million, offset by increases in accounts receivable, other assets and deferred revenues of $7.3 million, $1.4 million and $205,000 respectively, and increases in accounts payable and accrued expenses of $1.1 million and other
liabilities of $3.4 million.



Investing activities for the six month period
ended June 30, 2005 consisted of capital expenditures totaling $2.0 million as compared to $1.6 million for the same period in 2004. The majority of the spending on capital items was for the ongoing maintenance and replacement of technology.



Financing activities for the six month period ended June 30, 2004 included a
net increase in borrowings of $1.4 million, offset in part by payment of loan amendment fees of $1.8 million and proceeds from the sale of our common stock under our various stock purchase plans and the exercises of stock options totaling $395,000.
Financing activities for the six month period ended June 30, 2005 included a net increase in borrowings of $2.6 million, offset in part by the proceeds from the sale of our common stock under our various stock purchase plans and the exercises of
stock options totaling $330,000.



Credit Facilities



In May 2004, we entered into a new secured revolving credit facility of $35.0 million
with Citizens Bank of Pennsylvania and First Horizon Bank (the Senior Revolving Facility). The Senior Revolving Facility is for a three-year term and is secured by substantially all of our assets. The Senior Revolving Facility
carries an interest rate at our discretion of either banks designated base rate (6.25% at March 31, 2005) plus 100 basis points or LIBOR (3-month LIBOR was 3.52% at March 31, 2005) plus 300 basis points. As of June 30, 2005, there was
approximately $2.2 million of additional credit available under the Senior Revolving Facility.



In May 2004, we also issued $10.0 million of secured subordinated notes (the Secured Subordinated Notes) and $12.0 million of unsecured subordinated notes (the Unsecured Subordinated Notes) to
Allied Capital Corporation. The Secured Subordinated Notes carried an interest rate of 10% and were to mature in November 2007. The Secured Subordinated Notes required principal payments of $500,000 per quarter commencing July 1, 2004, with an
unamortized balance of $3.0 million due at the end of the term. The Unsecured Subordinated Notes were to mature in May 2009 and carried a fixed interest rate of 15.5%; 13% payable quarterly in cash, and 2.5% payable in cash or deferred and included
in the outstanding principal balance until maturity. In exchange for consideration received in connection with this debt, we extended the term of existing warrants held by Allied Capital Corporation and Allied Investment Corporation (together,
Allied) from May 2007 to the later of May 2009 or the third anniversary of the repayment date. These warrants were issued in 1999 to Allied and are for the purchase of 437,029 shares of our common stock at an exercise price of $5.422 per
share. The extension of these warrants was valued at $616,000 and was accreted through interest expense over the life of the Unsecured Subordinated Notes.



18



---

##### Table of Contents

All debt outstanding as of May 4, 2004 was repaid with proceeds from the above borrowings. In conjunction with the new
credit facilities, we incurred additional costs of approximately $1.4 million which are included in other long term assets in our consolidated financial statements and are amortized over the remaining terms of the facilities. Due to the refinancing
of the credit facilities, we also wrote off the unamortized loan fees of approximately $2.5 million as interest expense, which included payments of $345,000 made in 2004, related to the retired debt in the second quarter of 2004.



In March 2005, we entered into a new secured term loan of $15.0 million with Citizens Bank of
Pennsylvania and First Horizon Bank (the Term Loan). The Term Loan is for a five year term and is secured by substantially all of our assets. The Term Loan carries an interest rate of LIBOR plus 350 basis points, requires principal
payments of $750,000 per quarter and matures in 2010. The proceeds from the Term Loan and a drawdown from the Senior Revolving Facility were used to prepay the Secured Subordinated Notes and the Unsecured Subordinated Notes in the combined amount of
$20.5 million. We wrote-off unamortized fees in the amount of $813,000 and incurred prepayment penalties in the amount of $362,000 in connection with this transaction in the first quarter of 2005.



We are required to maintain certain financial covenants under our credit facilities, such as
minimum earnings, debt-to-earnings, interest coverage, and other financial ratios. For the measuring period ended June 30, 2005, we were in compliance with all of the financial covenants. In addition, covenants under our credit facilities limit or
prohibit our ability to incur additional debt, prepay specified types of indebtedness, pay dividends, make investments, sell assets, or engage in mergers and acquisitions.



We repurchased interests in the Company held by LLR Equity Partners and one of its affiliates in July 2005 for a cash purchase price of
$20.0 million. The transaction was financed with an unsecured subordinated six-year term loan with no interim principal amortization, carrying cash interest of 14% per annum, with The Royal Bank of Scotland.



The credit facilities with Citizens Bank of Pennsylvania and First Horizon Bank were revised
to permit the additional $20.0 million of unsecured subordinated debt.



Capital Expenditures



We currently have no material
capital expenditure commitments, no acquisition related commitments and no off-balance sheet financing arrangements.



We believe that our current sources of liquidity and capital will be sufficient to fund our long-term obligations and working capital needs until May 2007, at which time
our Senior Revolving Facility matures.



19



---

##### Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



Except for the completion of refinancing as disclosed in the Liquidity and Capital Resources section, there have been no significant changes in market risk since December 31, 2004 that would have a
material effect on the Companys risk exposure as previously disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2004.



It has not been our practice to enter into foreign exchange contracts, but we may use such contracts in the future if we deem them to be an
appropriate resource to manage our exposure to movements in foreign currency exchange rates. We do not consider our current foreign exchange exposure, which is primarily related to changes between the U.S. dollar and the U.K. pound, to be material.
Although the impact of changes in foreign exchange rates may be significant to our revenues, cost of revenues and operating expenses when considered individually, the net impact on our results of operations has not been significant.



The following table provides information about the financial instruments that are sensitive
to changes in interest rates. For debt obligations, the table presents the expected principal cash flows and related weighted average interest rates as of July 29, 2005 (date of last financing transaction) by expected maturities.



|                                                                                      |  |               |       |      |   |       |  |      |        |      |   |             |  |       |       |                   |   |        |  |   |        |  |   |       
|------------------------------------------------------------------------------------- |  | ------------- | ----- | ---- | - | ----- |  | ---- | ------ | ---- | - | ----------- |  | ----- | ----- | ----------------- | - | ------ |  | - | ------ |  | - | ------
|                                                                                      |  | ($ thousands)
|Interest Rate Sensitivity Principal Amount
by Expected Maturity Average Interest Rate |  | 2005          |       | 2006 |   | 2007  |  | 2008 |        | 2009 |   | There-After |  | Total |       | Fair Value7/29/05
|Liabilities                                                                           |  |               |       |      |   |       |  |      |        |      |   |             |  |       |       |                   |   |        |  |   |        |  |   |       
|Long-term debt including current portion:                                             |  |               |       |      |   |       |  |      |        |      |   |             |  |       |       |                   |   |        |  |   |        |  |   |       
|Variable rate debt:                                                                   |  |               |       |      |   |       |  |      |        |      |   |             |  |       |       |                   |   |        |  |   |        |  |   |       
|LIBOR + 3.0%, Prime + 1%                                                              |  |               |      |      |   |      |  | $    | 31,179 |      |   |            |  |       |      |                   |   |       |  | $ | 31,179 |  | $ | 31,179
|LIBOR + 3.5%                                                                          |  | $             | 1,500 |      | $ | 3,000 |  | $    | 3,000  |      | $ | 3,000       |  | $     | 3,000 |                   | $ | 750    |  | $ | 14,250 |  | $ | 14,250
|Fixed rate debt  14.0%                                                               |  |               |      |      |   |      |  |      |       |      |   |            |  |       |      |                   | $ | 19,789 |  | $ | 19,789 |  | $ | 19,789



ITEM 4 CONTROLS AND PROCEDURES



Our chief
executive officer and chief financial officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the Exchange Act) as of the end of the period covered by this report (the Evaluation Date). Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of the Evaluation date, our
disclosure controls and procedures were effective to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commissions rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required
disclosures.



There has not been any change in our internal control over
financial reporting during our quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



20



---

##### Table of Contents

PART II: OTHER INFORMATION



Item 1. Legal Proceedings



On December 2, 2004,
several persons who purport to be stockholders of our company filed a derivative complaint against us and our directors in the Chancery Court of the State of Delaware regarding an offering of common stock. We previously proposed to use a portion of
the proceeds of a public offering of our common stock to repurchase interests in our company held by LLR Equity Partners, L.P. and LLR Equity Partners Parallel, L.P. (the LLR Partnerships), other than limited registration rights and
shares of our common stock with a value of $2.0 million, which the LLR Partnerships would retain. The plaintiffs have alleged, among other things, that the offering would be unfairly dilutive to their holdings of our common stock and that the
purchase price we intended to pay for the LLR Interests would constitute a waste of corporate assets. The complaint further alleged that, in approving the offering and the repurchase of the interests held by the LLR partnerships, our directors did
not act on our behalf or on behalf of our stockholders but, rather, breached their fiduciary duties of good faith and loyalty to us and our stockholders. Finally, the complaint alleges that Janney Montgomery Scott LLC, an independent valuation firm,
materially overvalued the LLR Interests in its opinion to our board of directors that our repurchase of the interests held by the LLR partnerships is fair, from a financial point of view, to our stockholders other than the LLR Partnerships.



In connection with their lawsuit, the plaintiffs seek the following:



| |  | a declaration that our directors have violated their fiduciary duties;
|- |  | ----------------------------------------------------------------------



| |  | to enjoin the offering and the proposed repurchase of the LLR Interests or, if these transactions are completed, to rescind the transactions, compel the payment of unspecified
damages or compel the issuance of new shares to plaintiffs to compensate for their dilution;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | an accounting from the defendants, jointly and severally, to us, the plaintiffs and our other stockholders for all monetary damages suffered by us by reason of the alleged
misconduct;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the award of costs and disbursements of their actions, including reasonable attorneys and experts fees; and
|- |  | -------------------------------------------------------------------------------------------------------------



| |  | such other and further relief as the court may determine is just and proper.
|- |  | ----------------------------------------------------------------------------



We believe this suit is without merit and intend to vigorously defend against it. We have moved to dismiss the plaintiffs complaint.



Since the filing of the plaintiffs amended complaint, as reported in Note H in this
Form 10-Q, we repurchased substantially all of the interests in us held by the LLR partnerships for a cash price of $20.0 million using the proceeds of a subordinated debt financing.



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



None.



Item 3. Defaults upon Senior Securities



None.



21



---

##### Table of Contents

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



None.



Item 5. Other Information



None.



Item 6. Exhibits



|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Purchase Agreement dated July 29, 2005 by and among Opinion Research Corporation, LLR Equity Partners, L.P. and LLR Equity Partners Parallel, L.P. - Incorporated by reference to Exhibit 10.1
to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2005.                                                                                                                                                 
|     | 
|10.2 |  | Note Purchase Agreement by and among Opinion Research Corporation, Macro International Inc., ORC Protel, LLC, Social and Health Services, Ltd., ORC Holdings, Ltd., ORC International Ltd. and
The Royal Bank Of Scotland - Incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2005.                                                                          
|     | 
|10.3 |  | Second Modification to Business Loan Agreement and Security Agreement dated July 29, 2005 by and among Opinion Research Corporation, Macro International Inc., ORC Protel, LLC, Social and
Health Services, Ltd., ORC Holdings, Ltd., ORC International Ltd., Citizens Bank and First Horizon Bank - Incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 2, 2005.
|     | 
|31.1 |  | Certification of Principal Executive Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                    
|     | 
|31.2 |  | Certification of Principal Financial Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                    
|     | 
|32.1 |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                 
|     | 
|32.2 |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                 



22



---

##### Table of Contents

SIGNATURE



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.



|                      |  |                                                                                                                 
|--------------------- |  | ----------------------------------------------------------------------------------------------------------------
|                      |  | Opinion Research Corporation                                                                                    
|                      |  | (Registrant)                                                                                                    
|                      | 
|Date: August 11, 2005 |  | /s/ Douglas L. Cox                                                                                              
|                      |  | Douglas L. Cox Executive Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer)



23