Table        of contents

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**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D. C. 20549**

**Form      10-Q**

    For      the      quarterly period ended June 30*,* 2005 

o      TRANSITION REPORT PURSUANT      TO SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE      ACT OF 1934 

    For      the      transition period from ______ to ______ 

**0-13763***(Commission      file      No.)*

**TECHNOLOGY RESEARCH CORPORATION***(Exact      name      of registrant as specified in its charter)*

| **FLORIDA**                                                                                | **59-2095002**                                                   |
|--------------------------------------------------------------------------------------------|------------------------------------------------------------------|
| *(State              or other jurisdiction of incorporation or              organization)* | *(I.R.S.              employer identification              no.)* |

**5250-140th      Avenue      North Clearwater, Florida 33760***(Address      of      principal executive offices)***(727)      535-0572***(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 period that the Registrant      was      required to file such reports), and (2) has been subject to such filing      requirements for the past 90 days. Yes  x   No o.

Indicate      by      check mark whether the Registrant is an accelerated filer (as defined in Rule      12b-2 of the Exchange Act).     Yes o  No x  

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**TECHNOLOGY      RESEARCH CORPORATION**

TABLE      OF      CONTENTS 

June 30,      2005 

| PART              I — FINANCIAL INFORMATION                                                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                       |
|                                                                                                                                                                       | Item              1.  Financial Statements |
|                                                                                                                                                                       |    Consolidated              Balance Sheets |
|                                                                                                                                                                       |    Consolidated              Statements of Income |
|                                                                                                                                                                       |    Consolidated              Statements of Cash Flows |
|                                                                                                                                                                       |    Notes              to the Consolidated Financial              Statements |
|                                                                                                                                                                       | Item              2.  Management’s Discussion and Analysis of              Financial Condition and Results of Operations |
|                                                                                                                                                                       | Item              3.  Quantitative and Qualitative Disclosures              About Market Risk.  |
|                                                                                                                                                                       | Item              4.  Controls and              Procedures |
|                                                                                                                                                                       |
| PART              II — OTHER INFORMATION                                                                                                                             |
|                                                                                                                                                                       |
|                                                                                                                                                                       | Item              1.  Legal Proceedings |
|                                                                                                                                                                       | Item              2.  Unregistered Sales of Equity Securities and              Use of Proceeds |
|                                                                                                                                                                       | Item              3.  Defaults Upon Senior              Securities |
|                                                                                                                                                                       | Item              4.  Submission of Matters to a Vote of Security              Holders |
|                                                                                                                                                                       | Item              5.  Other Information |
|                                                                                                                                                                       | Item              6.  Exhibits |
|                                                                                                                                                                       |   |
| SIGNATURES                                                                                                                                                            |
|                                                                                                                                                                       |
| Exhibit              31.1— Certification of Chief              Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act              of              2002 |
|                                                                                                                                                                       |
| Exhibit              31.2— Certification of Chief              Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act              of              2002 |
|                                                                                                                                                                       |
| Exhibit              32.1— Certification of Chief              Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act              of              2002 |
|                                                                                                                                                                       |
| Exhibit              32.2— Certification of Chief              Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act              of              2002 |
|                                                                                                                                                                       |
|                                                                                                                                                                       |

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**P**
**ART      I — FINANCIAL      INFORMATION**

**Item      1.  Financial Statements**

**TECHNOLOGY      RESEARCH CORPORATION AND SUBSIDIARY**

|                                                                                                             | **June 30,                  2005** |   | **                       March 31, 2005** |
|------------------------------------------------------------------------------------------------------------------|-----------------------------------------|--------|-------------------------------------------------------------------------|
|                  **ASSETS** |                                    |   |                                                                    |
| Current                assets:                                                                                   |                                    |   |                                                                    |   |   |   |   |   |  |
|    Cash                and cash equivalents                                                       |                                    |   | $                                                                       | 284,553 |   |   |  | 815,411 |   |
|                   Short-term investments                                                               |                                    |   |                                                                    | 489,634 |   |   |   | 487,072 |   |
|    Trade                and other accounts receivable, net of allowance for                       |                                    |   |
|         doubtful                accounts of $146,011 and $171,725        |                                    |   |                                                                    | 10,196,725 |   |   |   | 13,114,548 |   |
|    Inventories,                net                                                                |                                    |   |                                                                    | 11,978,912 |   |   |   | 11,460,302 |   |
|                   Deferred income taxes                                                                |                                    |   |                                                                    | 500,813 |   |   |   | 488,413 |   |
|    Prepaid                expenses and other current assets                                       |                                    |   |                                                                    | 398,492 |   |   |   | 514,922 |   |
|                                                                                                             |                                         |   |                                                                         |
|      Total                current assets                                                |                                    |   |                                                                    | 23,849,129 |   |   |   | 26,880,668 |   |
|                                                                                                             |
| Property                and equipment, net of accumulated depreciation of                                        |                                    |   |
|    $8,405,118                and $8,089,950                                                       |                                    |   |                                                                    | 5,423,532 |   |   |   | 5,470,156 |   |
| Other                assets                                                                                      |                                    |   |                                                                    | 71,738 |   |   |   | 96,004 |   |
|                                                                                                             |                                         |   |                                                                         |
|                       Total assets                                                 |                                    |   | $                                                                       | 29,344,399 |   |   |  | 32,446,828 |   |
|                                                                                                             |                                         |   |                                                                         |

| **                LIABILITIES                AND                SHAREHOLDERS' EQUITY** |   |   |   |             |    |   |   |             |    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------------|---------|--------|--------|------------------|---------|
| Current              liabilities:                                                                                                                                      |   |   |   |             |    |   |   |             |    |
|                 Short-term debt                                                                                                                         |   |   | $      | 2,660,200        |    |   |   | 3,000,000        |    |
|    Trade              accounts payable                                                                                                                  |   |   |   | 5,341,900        |    |   |   | 7,970,920        |    |
|                 Accrued expenses                                                                                                                             |   |   |   | 1,076,296        |    |   |   | 1,327,944        |    |
|    Accrued              dividends                                                                                                                       |   |   |   | 100,224          |    |   |   | 100,175          |    |
|                 Income taxes payable                                                                                                                         |   |   |   | 16,495           |    |   |   | 112,239          |    |
|                                                                                                                                                                   |        |   |        |
|      Total              current liabilities                                                                                                   |   |   |   | 9,195,115        |    |   |   | 12,511,278       |    |
|                                                                                                                                                                   |   |   |   |             |    |   |   |             |    |
| Long-term debt                                                                                                                                                    |   |   |   | 2,350,000        |    |   |   | 2,350,000        |    |
| Deferred              income taxes                                                                                                                                     |   |   |   | 383,899          |    |   |   | 378,143          |    |
|                                                                                                                                                                   |   |   |   |             |    |
|                     Total liabilities                                                                                                    |   |   |   | 11,929,014       |    |   |   | 15,239,421       |    |
|                                                                                                                                                                   |
| Shareholders'              equity:                                                                                                                                |
|                 Common stock $0.51 par value; 10,000,000 shares authorized, 5,796,375              shares and                                                |   |   |
|                     5,795,375 shares issued and 5,774,875 shares and 5,773,875 shares              outstanding                           |   |   |   | 2,956,151        |    |   |   | 2,955,641        |    |
|                 Additional paid-in capital                                                                                                                   |   |   |   | 8,484,493        |    |   |   | 8,483,237        |    |
|                 Common stock held in treasury, 21,500 shares at cost                                                                                         |   |   |   | (40,145          | )  |   |   | (40,145          | )  |
|                 Retained earnings                                                                                                                            |   |   |   | 6,014,886        |    |   |   | 5,808,674        |    |
|                                                                                                                                                                   |        |   |        |
|    Total              shareholders' equity                                                                                                              |   |   |   | 17,415,385       |    |   |   | 17,207,407       |    |
|                                                                                                                                                                   |   |   |   |             |    |
|     Total              liabilities and shareholders' equity                                                                                   |   |   | $      |  29,344,399 |    |   |   |  32,446,828 |    |
|                                                                                                                                                                   |        |   |        |

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

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**TECHNOLOGY          RESEARCH CORPORATION AND          SUBSIDIARY**

|                                                                                               |          |  **Three                months ended June 30,**  |    |
|----------------------------------------------------------------------------------------------------|---------------|------------------------------------------------------------|---------|
|                                                                                               |          |  **2005**                                             |    |   |   |  **2004** |   |
| Revenues:                                                                                          |          |                                                       |    |   |   |   |   |
|                 Commercial                                                               |  $       |  7,927,421                                            |    |   |   |  3,773,981 |   |
|    Military                                                                         |          |  2,649,329                                            |    |   |   |  3,304,332 |   |
|                 Royalties                                                                |          |  -                                                    |    |   |   |  52,631 |   |
|        Total                revenues                            |          |  10,576,750                                           |    |   |   | 7,130,944 |   |
| Cost              of sales                                                               |          |  8,283,552                                            |    |   |   |  4,509,416 |   |
|                          Gross profit            |          |  2,293,198                                            |    |   |   | 2,621,528 |   |
|                                                                                               |          |                                                       |    |   |   |   |   |
| Operating              expenses:                                                                   |          |                                                       |    |   |   |   |   |
|                 Selling and marketing                                                    |          |  640,548                                              |    |   |   |  588,645 |   |
|                 General and administrative                                               |          |  734,528                                              |    |   |   |  568,153 |   |
|                 Research and development                                                 |          |  487,404                                              |    |   |   |  466,471 |   |
|                       Total operating expenses                  |          |  1,862,480                                            |    |   |   | 1,623,269 |   |
|                           Income from operations |          | 430,718                                                    |    |   |   | 998,259 |   |
|  Other                income (expense):                                                       |          |                                                            |    |   |   |  |   |
|                 Interest expense                                                         |          |  (50,011                                              | )       |   |   |  (248 | )  |
|                 Other income                                                             |          |  9,740                                                |    |   |   |  7,468 |   |
|                                                                                               |          | (40,271                                                    |  ) |   |   | 7,220 |   |
|  Income                before income taxes                                               |          | 390,447                                                    |    |   |   | 1,005,479 |   |
| Income              tax expense                                                                    |          |  97,612                                               |    |   |   |  331,809 |   |
|                    Net income                                                  |   $ | 292,835                                                    |    |   |   | 673,670 |   |
|                                                                                               |          |                                                       |    |   |   |   |   |
| Earnings              per share - basic                                                            |  $       |  0.05                                                 |    |   |   |  0.12 |   |
|                                                                                               |          |                                                       |    |   |   |   |   |
| Earnings              per share - diluted                                                          |  $       |  0.05                                                 |    |   |   |  0.11 |   |
|                                                                                               |          |                                                       |    |   |   |   |   |
| Shares              outstanding - basic                                                            |          |  5,774,375                                            |    |   |   |  5,745,850 |   |
|                                                                                               |          |                                                       |    |   |   |   |   |
| Shares              outstanding - diluted                                                          |          |  5,841,212                                            |    |   |   |  5,977,941 |   |

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

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**TECHNOLOGY          RESEARCH CORPORATION AND          SUBSIDIARY**

|                                                                                                                                 | **Three Months                Ended June 30,** |
|--------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------|
|                                                                                                                                 |                                                     |
|                                                                                                                                 | **2005**                                                 | **2004** |
| Cash              flows from operating activities:                                                                                   |                                                     |   |   |   |   |   |   |   |   |
|    Net              income                                                                                            |                                                     |   | $ | 292,835 |   |   |   | 673,670 |   |
|                 Adjustments to reconcile net income to net cash provided (used) by              operating activities: |                                                     |   |
|    Accretion              of interest on short-term investments                                                       |                                                     |   |   | (2,562 | )  |   |   | - |   |
|                 Tax benefit of stock options exercised                                                                     |                                                     |   |   | - |   |   |   | 7,486 |   |
|    Depreciation                                                                                                       |                                                     |   |   | 317,965 |   |   |   | 208,679 |   |
|    Changes              in operating assets and liabilities:                                                          |                                                     |   |
|       Trade              and other accounts receivable, net                                            |                                                     |   |   | 2,917,823 |   |   |   | (579,660 | )  |
|                    Inventories, net                                                                         |                                                     |   |   |  (518,610 | )  |   |   | (825,448 | )  |
|                    Deferred income taxes                                                                    |                                                     |   |   | (6,644 | )  |   |   | (15,628 | )  |
|                    Prepaid expenses and other current assets                                                |                                                     |   |   |  116,430 |   |   |   | (214,597 | )  |
|                    Other assets                                                                             |                                                     |   |   |  24,266 |   |   |   | (1,415 | )  |
|       Trade              accounts payable                                                              |                                                     |   |   | (2,629,020 | )  |   |   | 570,165 |   |
|       Accrued              expenses                                                                    |                                                     |   |   | (251,648 | )  |   |   | (301,336 | ) |
|       Income              taxes payable                                                                |                                                     |   |   | (95,744 | )  |   |   | (150,049 | )  |
|                    Deferred revenue                                                                              |                                                     |   |   | - |   |   |   | (2,631 | )  |
|                                                                                                                                 |                                                          |   |  |
|         Net              cash provided (used) by operating activities                   |                                                     |   |   | 165,091 |   |   |   | (630,764 | )  |
|                                                                                                                                 |                                                          |   |  |
| Cash              flows from investing activities:                                                                                   |                                                     |   |
|    Capital              expenditures                                                                                  |                                                     |   |   | (271,341 | ) |   |   | (963,041 | ) |
|                                                                                                                                 |                                                          |   |  |
|         Net              cash used by investing activities                              |                                                     |   |   | (271,341 | )  |   |   | (963,041 | ) |
|                                                                                                                                 |                                                          |   |  |
| Cash              flows from financing activities:                                                                                   |                                                     |   |
|                 Repayments of short-term debt                                                                         |                                                     |   |   | (339,800 | )  |   |   | - |   |
|    Proceeds              from the exercise of stock options                                                           |                                                     |   |   | 1,766 |   |   |   | 44,211 |   |
|    Cash              dividends paid                                                                                   |                                                     |   |   | (86,574 | ) |   |   | (85,851 | ) |
|                                                                                                                                 |                                                          |   |  |
|         Net              cash used by financing activities                              |                                                     |   |   | (424,608 | )  |   |   | (41,640 | )  |
|                                                                                                                                 |                                                          |   |  |
| Net              decrease in cash and cash equivalents                                                                               |                                                     |   |   | (530,858 | ) |   |   | (1,635,445 | )  |
| Cash              and cash equivalents at beginning of period                                                                        |                                                     |   |   | 815,411 |   |   |   | 5,968,122 |   |
|                                                                                                                                 |                                                          |   |  |
| Cash              and cash equivalents at end of period                                                                              |                                                     |   | $ | 284,553 |   |   |   | 4,332,677 |   |
|                                                                                                                                 |                                                          |   |  |

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

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****Notes        to        the Consolidated Financial        Statements****

*1.       Basis of Presentation: *

    The      unaudited      interim consolidated financial statements and related notes have been prepared      pursuant to the rules and regulations of the Securities and Exchange      Commission.  Accordingly, certain information and footnote disclosures      normally included in complete financial statements prepared in accordance      with United States generally accepted accounting principles have been      omitted pursuant to such rules and regulations.  The accompanying unaudited      interim consolidated financial statements and related notes should be read      in      conjunction with the consolidated financial statements and notes thereto      included in the Technology Research Corporation (the “Company”) Annual      Report on Form      10-KSB for the year ended March 31, 2005. 

    The      information furnished reflects, in the opinion of the management of the Company,      all adjustments necessary for a fair presentation of the financial results      for      the interim period presented. 

*2.  Earnings      per share:*

    Basic earnings      per share have been computed by dividing net income by the weighted      average number of common shares outstanding.

|                                                                            | **Three                    months ended June                    30,** |
|---------------------------------------------------------------------------------|----------------------------------------------------------------------------|
|                                                                            |                                                                       |
|                                                                            | **2005**                                                                   | **2004** |
|                                                                            |                                                                       |   |   |   |   |   |   |
| Net                  income                                                     |                                                                       | $ | 292,835 |   |   | 673,670 |   |
|                                                                            |                                                                       |   | ** **  |   |   | ** **  |   |
| Weighted                  average shares outstanding - basic                    |                                                                       |   | 5,774,375 |   |   | 5,745,850 |   |
| Dilutive                  common shares issuable upon exercise of stock options |                                                                       |   | 66,837 |   |   | 232,091 |   |
|                                                                            |                                                                       |   |    |   |   |    |   |
| Weighted                  average shares - diluted                              |                                                                       |   | 5,841,212 |   |   | 5,977,941 |   |
|                                                                            |                                                                       |   |    |   |   |    |   |
| Earnings per share:                                                             |                                                                       |
|                     Basic                                             |                                                                       | $ | 0.05 |   |   | 0.12 |   |
|                     Diluted                                           |                                                                       | $ | 0.05 |   |   | 0.11 |   |

----

*3.  Short-term investments: *

    Short-term      investments totaled $489,634 as of June 30, 2005, and      consist of corporate securities in the amount of $808 and the original      cost      plus accrued interest on U.S. Treasury Bills in the amount of      $488,826.

    Short-term      investments totaled $487,072 as of March 31, 2005 and consist of corporate      securities in the amount of $2,079 and the original cost plus accrued interest      of U.S. Treasury Bills in the amount of $484,993.

*4.       Inventories:*

|                        | **June 30,                2005** | ** ** | **March 31,                2005** |
|-----------------------------|---------------------------------------|------------|----------------------------------------|
|                        |                                  |       |                                   |
| Raw              materials  |                                  |       | $                                      | 9,048,896 |   |   |   | 8,669,678 |   |
| Work-in-process             |                                  |       |                                   | 533,065 |   |   |   | 628,622 |   |
| Finished              goods |                                  |       |                                   | 2,396,951 |   |   |   | 2,162,002 |   |
|                        |                                       |       |                                        |
| Total                       |                                  |       | $                                      | 11,978,912 |   |   |   | 11,460,302 |   |
|                        |                                       |       |                                        |

*5.        Warranty: *

    The      Company      generally provides a one year warranty period for all of its products.       The      Company also provides coverage on certain of its surge products for "downstream"      damage of products not manufactured by the Company.  The Company's warranty      provision represents management's estimate of probable liabilities, calculated      as a function of sales volume and historical repair experience for each product      under warranty.  The Company's warranty provision was $310,447 as      of March 31, 2005 and $20,000 as of March 31, 2004.  No      warranty provision was recorded in the first quarter ended June 30,      2004.  A roll-forward of the activity in the Company's      warranty liability for the three months ended June 30,      2005 is as      follows:

|                                             |    |  **Three                months ended** |   |
|--------------------------------------------------|---------|---------------------------------------------|--------|
|                                             |    |  **June                30, 2005**      |   |
| Beginning              balance                   |  $ |  310,447                               |   |
|                  Warranty expense |    | 86,778                                      |   |
|                  Warranty claims  |    |  (54,599                               | )      |
|                                             |    |                                             |
| Ending balance                         |  $ |  342,626                               |   |
|                                             |    |                                             |   |

----

*6.  Debt: *

|                                                                                                                    | **Three                months ended June 30,** |
|-------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|
|                                                                                                                    |                                                |   |   |
|                                                                                                                    |  **2005**                                      |   |  **2004** |
|                                                                                                                    |                                                |   |   |
| Net              income - as reported                                                                                   |                                                |   | $ | 292,835 |   |   |   | 673,670 |   |
| Deduct:              Total stock-based compensation expense                                                        |                                                |   |   |   |   |   |   |   |   |
|                           determined under fair value based |                                                |   |   |   |   |   |   |   |   |
|                           method, net of income taxes       |                                                |   |   | (1,227,113 | )  |   |   | (189,335 | )  |
|                                                                                                                    |                                                     |   |  |
| Net              income (loss) - pro forma                                                                              |                                                |   | $ | (934,278 | )  |   |   | 484,315 |   |
|                                                                                                                    |                                                |   |   |  |   |   |  |
| Basic              earnings per share:                                                                                  |                                                |   |   |   |   |   |   |   |   |
|          As              reported                                     |                                                |   |   | 0.05 |   |   |   | 0.12 |   |
|                                                                                                                    |                                                |   |   |  |   |   |  |
|                        Pro forma                                      |                                                |   |   | (0.16 | )  |   |   | 0.08 |   |
|                                                                                                                    |                                                |   |   |  |   |   |  |
| Diluted                earnings per share:                                                                         |                                                |   |   |   |   |   |   |   |   |
|                        As reported                                    |                                                |   |   | 0.05 |   |   |   | 0.11 |   |
|                                                                                                                    |                                                |   |   |  |   |   |  |
|                        Pro forma                                      |                                                |   |   | (0.16 | )  |   |   | 0.08 |   |
|                                                                                                                    |                                                     |   |  |

*Share-Based Payment*

----

****Item        2.  Management’s Discussion and Analysis        of Financial Condition and Results of        Operations.****

    As      used in      this Quarterly Report on Form 10-Q, unless the context otherwise requires,      “*we*,”“*our*,”“*us*,” the “Company” and “TRC” refer to      Technology Research Corporation and its Honduran subsidiary.

***FORWARD-LOOKING      STATEMENTS***

    Some of the      statements in this report constitute forward-looking statements, within the      meaning of the Private Securities Litigation Reform Act of 1995 and the      Securities Exchange Act of 1934, and any forward looking statements made herein      are based on current expectations of the Company, involve a number of risks      and      uncertainties and should not be considered as guarantees of future      performance.  Such statements may be identified by terminology such      as“may,”“will,”“should,”“expects,”“scheduled,”“plans,”“intends,”“anticipates,”“believes,”“estimates,”“potential,”      or “continue,” or the negative of such terms, or other comparable      terminology.  These statements are only predictions, and actual events      as      well as results may differ materially.  In evaluating these statements,      you      should specifically consider the information described in the *Risk      Factors* section.  Other key factors include, but are not limited to,      the acceptance of any new products, such as Fire Shield®, into the marketplace,      the effective utilization of our Honduran manufacturing facility      and      Far East contract manufacturers, changes in manufacturing efficiencies and      the      impact of competitive products and pricing.  We cannot provide any      assurance that predicted future results, levels of activity, performance or      goals will be achieved, and we disclaim any obligation to revise any      forward-looking statements subsequent to events or circumstances or the      occurrence of unanticipated events.  The factors that could cause actual      results to differ materially include: interruptions or cancellation of existing      contracts, impact of competitive products and pricing, product demand and market      acceptance, risks, the presence of competitors with greater financial resources,      product development and commercialization risks, changing economic conditions      in      developing countries, and an inability to arrange additional debt or equity      financing.  More information about factors that potentially could      affect our financial results or otherwise described from time      to      time in our filings with the Securities and Exchange Commission,      including our Annual Report on Form      10-KSB for the year ended March 31, 2005.

 

***OVERVIEW***

*Fire          Shield*
*Surge Guard Plus*
*Fire Shield*

      -  to increase              profitability by improving operating efficiencies; 
      -  to              strengthen and expand its markets and distribution channels; 
      -  to              broaden the applications within target markets for its existing              products; 
      -  to              expand the scope of its product content; 
      -  to              expand its manufacturing capabilities; 
      -  to              maintain a conservative capital structure; and 
      -  to              pursue strategic acquisitions to the extent favorable opportunities              are              presented. 

*Factors      Affecting Future Results*

----

**RESULTS OF        OPERATIONS**

    R***evenues***      for the first quarter ended June 30, 2005 were $10,576,750, compared      to $7,130,944 reported in the same quarter last year, an increase of      48.3%.  Commercial revenues increased by $4,153,440 and military revenues      and royalty income decreased by $655,003 and $52,631,      respectively.  The increase in commercial revenues was      primarily      attributed to RAC product shipments, and to a lesser extent product expansion      into retail stores.  The Company expects continued growth in its commercial      revenues in fiscal 2006 with seasonal low revenues in its second quarter ending      September 30, 2005.  Military revenues decreased due to (i)      a      delay in certain follow-on releases of existing contracts for control devices      related to the Tactical Quiet Generator ("TQG") programs; and (ii) certain      direct military orders that could not be placed until June, when the Department      of Defense released supplemental spending for its fiscal 2005 year.       The      Company expects military sales in fiscal 2006 to remain comparable to fiscal      2005.  The decrease in royalty income was due to      non-recurring royalties, which were recorded in the prior year's      quarter.  The Company does not expect to record any significant royalties      in fiscal 2006.

***    Gross            profit ***was 21.7% of total revenues for the quarter            ended June 30, 2005, compared to 36.8% in the same quarter            last            year.  The decrease in gross profit margin was due to product            mix plus high            freight and raw material costs, primarily those related to plastic and            copper            which the Company believes will remain at current            levels            throughout fiscal 2006.  The Company expects freight cost,            however, to be significantly reduced in fiscal 2006 as current            inventories            will be used in production builds during the second quarter in preparation            for            the RAC season which begins later in the year.  As a result,            the            Company will be able to effectively deliver product to its RAC            customers            without incurring freight expediting charges, which was            not the case            in fiscal 2005.  In addition, the Company expects manufacturing            efficiencies to improve as it shifts a portion of the RAC production            load            forward into its seasonally low production period and leverages off            of            the experience of the first RAC season.

***    Selling              and              marketing***

***    General              and              administrative***

***    Research                and                development***

***    Other expense***
*other income*

**    Income      taxes**

***Net income***

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**LIQUIDITY AND        CAPITAL RESOURCES**

**OFF-BALANCE        SHEET ARRANGEMENTS**

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***NEW        ACCOUNTING STANDARDS***

*Inventory Costs*
*Restatement and Revision of Accounting Research      Bulletins*

*Accounting for Stock-Based      Compensation*
*Accounting for Stock issued to      Employees*

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***CRITICAL          ACCOUNTING POLICIES***

    The            preparation of financial statements and related disclosures, in conformity            with            United States generally accepted accounting principles, requires management            to            make judgments, assumptions and estimates that affect the amounts            reported.  Certain of these significant accounting policies are            considered            to be critical accounting policies, as defined below. 

    A            critical            accounting policy is defined as one that is both material to the presentation            of            the Company’s financial statements and requires management to make difficult,            subjective or complex judgments that could have a material effect on            the            Company’s financial condition and results of operations.  Specifically,            critical accounting estimates have the following attributes:             (i) the            Company is required to make assumptions about matters that are highly            uncertain            at the time of the estimate; and (ii) different estimates the Company            could            reasonably have used, or changes in the estimates actually used resulting            from            events that could be reasonably foreseen as likely            to have a            material effect on the Company’s financial condition or results of operations.

*Forward-Looking Statements*
*Factors Affecting Future Results*

    Management            believes that the following are critical accounting policies:

***    Revenue          Recognition.***

***Income            Taxes***

***    Warranty***

***    Allowance          for          Doubtful Accounts.***

***    Impairment          of          Long-Lived Assets.***
*Accounting for Impairment or Disposal of Long-Lived Assets*

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***FACTORS          AFFECTING FUTURE RESULTS***
      -  Failure              to achieve our operating strategy 
      -  Access              to capital to fund growth 
      -  Availability              and cost increases in raw materials and components 
      -  The              loss of or significant decrease in sales to large customers 
      -  Adverse              changes in the operations of global manufacturing facilities 
      -  Interruptions in              manufacturing operations 
      -  Infringement              or loss of proprietary rights 
      -  Seasonality 
      -  Competition from              larger companies that produce similar products 
      -  Newly              acquired businesses or product lines 
      -  Government              regulations could adversely impact our operations 

*Fire Shield*

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****Item            3.  Quantitative** and Qualitative            Disclosures About Market Risk.**

****Item          4.  Controls and          Procedures**.**

    As      of the end      of the period covered by this interim report on Form 10-Q, the Company carried      out, under the supervision and with the participation of the Company’s Chief      Executive Officer ("CEO") and Chief Financial Officer ("CFO") (the "Certifying      Officers"), an evaluation of the effectiveness of its “disclosure controls and      procedures” (as the term is defined under Rules 13a–15(e) and 15d–15(e)      promulgated under the Securities Exchange Act of 1934 as amended).       Based      on this evaluation, the Certifying Officers have concluded that the Company’s      disclosure controls and procedures were effective. 

    Further,      there were no significant changes in the Company’s internal control over      financial reporting during the Company’s first fiscal quarter that      materially affected, or are reasonably likely to materially affect, the      Company’s internal control over financial reporting. 

**PART      II — OTHER INFORMATION**

**Item      1.  Legal Proceedings.**

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

    Not      applicable. 

****Item      3.  Defaults Upon Senior      Securities.****

    Not      applicable. 

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

            Not applicable. 

****Item          5.  Other          information.****

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********Item      6.       Exhibits.********

|   | Exhibits: |                                                                                                                                                                |   |
|--------|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |
|   |      | Exhibit              31.1 — Certification of the CEO pursuant to Rule 13a-14(a) or Rule              15(d)-14(a).                                             |
|   |
|   |      | Exhibit              31.2 — Certification of the CFO pursuant to Rule 13a-14(a) or Rule              15(d)-14(a).                                             |
|   |
|   |      | Exhibit              32.1 — Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to              Section 906 of the Sarbanes-Oxley Act of 2002. |
|   |
|   |      | Exhibit              32.2 — Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to              Section 906 of the Sarbanes-Oxley Act of 2002. |
|   |
|   |      |                                                                                                                                                                |
|   |      |                                                                                                                                                                |
|   |      |                                                                                                                                                                |

**SIGNATURES**

       Pursuant      to the requirements of the Securities Exchange Act of 1934, the registrant      has duly caused this report to be signed on its behalf by the undersigned      thereunto duly authorized. 

 

|                                    | TECHNOLOGY              RESEARCH CORPORATION                                                                                                                                                                                                                                           |
|-----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                    |
| August 15,              2005  | By:                    /s/ Robert S.              Wiggins                                |
|                                    |              Robert              S. Wiggins                                                                                                                                                                           |
|                                    |                           Chairman, President and Chief Executive Officer                                                                                                                                                  |
|                                    |                           (Principal Executive Officer)                                                                                                                                                                    |
|                                    |
|                                    |
| August 15,              2005  | By:                    /s/ Scott              J. Loucks                                                 |
|                                    |              Scott              J. Loucks                                                                                                                                                                             |
|                                    |                           Chief Financial Officer                                                                                                                                                                          |
|                                    |                           (Principal Financial and Accounting              Officer)                                                                                                                                        |

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