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 September 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  

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

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**TECHNOLOGY            RESEARCH CORPORATION**

TABLE      OF      CONTENTS 

September      30, 2005 

| PART              I — FINANCIAL INFORMATION                                                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                       |
|                                                                                                                                                                       | Item              1.  Financial Statements |
|                                                                                                                                                                       |    Consolidated              Balance Sheets |
|                                                                                                                                                                       |    Consolidated              Statements of Operations |
|                                                                                                                                                                       |    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**

|                                                                                                             | **September 30,                  2005** |   | **                       March 31, 2005** |
|------------------------------------------------------------------------------------------------------------------|----------------------------------------------|--------|-------------------------------------------------------------------------|
|                  **ASSETS** |                                         |   |                                                                    |
| Current                assets:                                                                                   |                                         |   |                                                                    |   |   |   |   |   |  |
|    Cash                and cash equivalents                                                       |                                         |   | $                                                                       | 2,273,926 |   |   |  | 815,411 |   |
|                   Short-term investments                                                               |                                         |   |                                                                    | 1,169 |   |   |   | 487,072 |   |
|    Trade                and other accounts receivable, net of allowance for                       |                                         |   |
|         doubtful                accounts of $75,607 and $171,725    |                                         |   |                                                                    | 6,725,798 |   |   |   | 13,114,548 |   |
|    Income taxes receivable                                                    |                                         |   |                                                                    | 44,241 |   |   |   | - |   |
|    Inventories                                                                                    |                                         |   |                                                                    | 12,005,117 |   |   |   | 11,460,302 |   |
|                   Deferred income taxes                                                                |                                         |   |                                                                    | 513,119 |   |   |   | 488,413 |   |
|    Prepaid                expenses and other current assets                                       |                                         |   |                                                                    | 302,391 |   |   |   | 514,922 |   |
|                                                                                                             |                                              |   |                                                                         |
|      Total                current assets                                                |                                         |   |                                                                    | 21,865,761 |   |   |   | 26,880,668 |   |
|                                                                                                             |
| Property                and equipment, net of accumulated depreciation of                                        |                                         |   |
|    $8,712,501 and                $8,089,950                                                  |                                         |   |                                                                    | 5,354,483 |   |   |   | 5,470,156 |   |
| Other                assets                                                                                      |                                         |   |                                                                    | 64,088 |   |   |   | 96,004 |   |
|                                                                                                             |                                              |   |                                                                         |
|                       Total assets                                                 |                                         |   | $                                                                       | 27,284,332 |   |   |  | 32,446,828 |   |
|                                                                                                             |                                              |   |                                                                         |

| **                LIABILITIES                AND                SHAREHOLDERS' EQUITY** |   |   |   |       |    |   |   |             |    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|---------|--------|--------|------------------|---------|
| Current              liabilities:                                                                                                                                      |   |   |   |       |    |   |   |             |    |
|                 Short-term debt                                                                                                                         |   |   | $      | 2,210,200  |    |   |   | 3,000,000        |    |
|    Trade              accounts payable                                                                                                                  |   |   |   | 4,086,405  |    |   |   | 7,970,920        |    |
|                 Accrued expenses                                                                                                                             |   |   |   | 1,061,932  |    |   |   | 1,327,944        |    |
|    Accrued              dividends                                                                                                                       |   |   |   | 100,273    |    |   |   | 100,175          |    |
|                 Income taxes payable                                                                                                                         |   |   |   | -          |    |   |   | 112,239          |    |
|                                                                                                                                                                   |        |   |        |
|      Total              current liabilities                                                                                                   |   |   |   | 7,458,810  |    |   |   | 12,511,278       |    |
|                                                                                                                                                                   |   |   |   |       |    |   |   |             |    |
| Long-term debt                                                                                                                                                    |   |   |   | 2,350,000  |    |   |   | 2,350,000        |    |
| Deferred              income taxes                                                                                                                                     |   |   |   | 351,352    |    |   |   | 378,143          |    |
|                                                                                                                                                                   |   |   |   |       |    |
|                     Total liabilities                                                                                                    |   |   |   | 10,160,162 |    |   |   | 15,239,421       |    |
|                                                                                                                                                                   |
| Shareholders'              equity:                                                                                                                                |
|                 Common stock $0.51 par value; 10,000,000 shares authorized, 5,797,375              shares and                                                |   |   |
|                     5,795,375 shares issued and 5,775,875 shares and 5,773,875 shares              outstanding                           |   |   |   | 2,956,661  |    |   |   | 2,955,641        |    |
|                 Additional paid-in capital                                                                                                                   |   |   |   | 8,524,149  |    |   |   | 8,483,237        |    |
|                 Common stock held in treasury, 21,500 shares, at cost                                                                                        |   |   |   | (40,145    | )  |   |   | (40,145          | )  |
|                 Retained earnings                                                                                                                            |   |   |   | 5,683,505  |    |   |   | 5,808,674        |    |
|                                                                                                                                                                   |        |   |        |
|    Total              shareholders' equity                                                                                                              |   |   |   | 17,124,170 |    |   |   | 17,207,407       |    |
|                                                                                                                                                                   |   |   |   |       |    |
|     Total              liabilities and shareholders' equity                                                                                   |   |   | $      | 27,284,332 |    |   |   |  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 September                30,**  |      |   | **Six                Months Ended September                30,**  |    |
|-----------------------------------------------------------------------------------------------------------|-----------------------|-----------|--------------------------------------------------------------------------|-----------|--------|------------------------------------------------------------------------|---------|
|                                                                                                      |                  |      | **2005**                                                                 |      |   | **2004**                                                               |    |   | **2005** |   |   | **2004** |   |
| Revenues:                                                                                                 |                  |      |                                                                     |      |   |                                                                   |    |   |   |   |   |   |   |
|                 Commercial                                                                      | $                     |      | 5,538,446                                                                |      |   | 4,232,477                                                              |         |   | 13,465,867 |   |   | 8,008,530 |   |
|    Military                                                                                |                  |      | 3,123,239                                                                |      |   | 2,832,299                                                              |    |   | 5,772,568 |   |   | 6,134,559 |   |
|                 Royalties                                                                       |                  |      | -                                                                        |      |   | 4,751                                                                  |    |   | - |   |   | 57,382 |   |
|        Total                revenues                                   |                  | 8,661,685 |                                                                     | 7,069,527 |   | 19,238,435                                                             |    | 14,200,471 |   |
| Cost              of sales                                                                      |                  |      | 6,882,845                                                                |      |   | 4,925,848                                                              |    |   | 15,166,395 |   |   | 9,435,264 |   |
|                          Gross profit                   |                  | 1,778,840 |                                                                     | 2,143,679 |   | 4,072,040                                                              |    | 4,765,207 |   |
|                                                                                                      |                  |           |                                                                     |           |   |                                                                        |    |  |   |
| Operating              expenses:                                                                          |                  |      |                                                                     |      |   |                                                                   |    |   |   |   |   |   |   |
|                 Selling and marketing                                                           |                  |      | 566,991                                                                  |      |   | 592,370                                                                |    |   | 1,206,877 |   |   | 1,181,015 |   |
|                 General and administrative                                                      |                  |      | 950,008                                                                  |      |   | 581,844                                                                |    |   | 1,685,197 |   |   | 1,149,997 |   |
|                 Research and development                                                        |                  |      | 538,018                                                                  |      |   | 501,423                                                                |    |   | 1,025,424 |   |   | 967,894 |   |
|                       Total operating expenses                         |                  | 2,055,017 |                                                                     | 1,675,637 |   | 3,917,498                                                              |    | 3,298,906 |   |
|                           Income (loss) from operations |                  | (276,177  | )                                                                        | 468,042   |   | 154,542                                                                |    | 1,466,301 |   |
|  Other                income (expense):                                                              |                  |           |                                                                     |           |   |                                                                        |    |  |   |
|                   Other income, net                                                             |                  |      | 10,303                                                                   |      |   | 7,145                                                                  |    |   | 20,042 |   |   | 14,613 |   |
|                 Interest expense                                                                |                  |      | (64,458                                                                  | )         |   | (495                                                                   | )  |   | (114,469 | )  |   | (743 | )  |
|                          Other income (expense), net    |                  | (54,155   | )                                                                   | 6,650     |   | (94,427                                                                | )  | 13,870 |   |
|  Income                (loss) before income taxes                                               |                  | (330,332  | )                                                                        | 474,692   |   | 60,115                                                                 |    | 1,480,171 |   |
| Income              tax expense (benefit)                                                                 |                  |      | (85,589                                                                  | )         |   | 156,647                                                                |    |   | 12,023 |   |   | 488,456 |   |
|                    Net income (loss)                                                  |                $ | (244,743  | )                                                                        | 318,045   |   | 48,092                                                                 |    | 991,715 |   |
|                                                                                                      |                  |           |                                                                     |           |   |                                                                        |    |  |   |
| Earnings              (loss) per share - basic                                                            | $                     |      | (0.04                                                                    | )         |   | 0.06                                                                   |    |   | 0.01 |   |   | 0.17 |   |
|                                                                                                      |                  |      |                                                                     |      |   |                                                                   |    |   |   |   |   |  |   |
| Earnings              (loss) per share - diluted                                                          | $                     |      | (0.04                                                                    | )         |   | 0.05                                                                   |    |   | 0.01 |   |   | 0.17 |   |
|                                                                                                      |                  |      |                                                                          |      |   |                                                                        |    |   |  |   |   |  |   |
| Shares              outstanding - basic                                                                   |                  |      | 5,775,625                                                                |      |   | 5,755,584                                                              |    |   | 5,775,018 |   |   | 5,750,111 |   |
|                                                                                                      |                  |      |                                                                          |      |   |                                                                        |    |   |   |   |   |   |   |
| Shares              outstanding - diluted                                                                 |                  |      | 5,775,625                                                                |      |   | 5,947,031                                                              |    |   | 5,836,472 |   |   | 5,966,279 |   |

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

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**TECHNOLOGY        RESEARCH CORPORATION AND        SUBSIDIARY**

|                                                                                                                                 | **Six Months                Ended September 30,** |
|--------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------|
|                                                                                                                                 | **2005**                                                         | **2004** |
| Cash              flows from operating activities:                                                                                   |                                                             |   |   |   |   |   |   |   |   |
|    Net              income                                                                                            |                                                             |   | $ | 48,092 |   |   |   | 991,715 |   |
|                 Adjustments to reconcile net income to net cash provided (used) by              operating activities: |                                                             |   |
|                 Tax benefit of stock options exercised                                                                     |                                                             |   |   | - |   |   |   | 8,612 |   |
|                 Gain on disposal of assets                                                                                 |                                                             |   |   | - |  |   |   | 1,390 |   |
|    Stock compensation expense                                                                                              |                                                             |   |   | 38,400 |   |   |   | - |   |
|    Depreciation                                                                                                       |                                                             |   |   | 625,348 |   |   |   | 447,985 |   |
|    Accretion              of interest on short-term investments                                                  |                                                             |   |   | (97 | )  |   |   | - |   |
|    Changes              in operating assets and liabilities:                                                          |                                                             |   |
|       Trade              and other accounts receivable, net                                            |                                                             |   |   | 6,388,750 |   |   |   | (815,932 | )  |
|                    Income taxes receivable                                                                  |                                                             |   |   | (44,241 | )  |   |   | - |   |
|                    Inventories                                                                              |                                                             |   |   | (544,815 | )  |   |   | (2,232,657 | )  |
|                    Deferred income taxes                                                                    |                                                             |   |   | (51,497 | )  |   |   | (15,628 | )  |
|                    Prepaid expenses and other current assets                                                |                                                             |   |   | 212,531 |   |   |   | (205,722 | )  |
|                    Other assets                                                                             |                                                             |   |   | 31,916 |   |   |   | (1,255 | )  |
|       Trade              accounts payable                                                              |                                                             |   |   | (3,884,515 | ) |   |   | 2,169,610 |   |
|       Accrued              expenses                                                                    |                                                             |   |   | (266,012 | ) |   |   | (171,480 | )  |
|       Income              taxes payable                                                                |                                                             |   |   | (112,239 | )  |   |   | (327,249 | )  |
|                    Deferred revenue                                                                              |                                                             |   |   | - |   |   |   | (5,262 | )  |
|                                                                                                                                 |                                                                  |   |  |
|         Net              cash provided (used) by operating activities                   |                                                             |   |   | 2,441,621 |   |   |   | (155,873 | )  |
|                                                                                                                                 |                                                                  |   |  |
| Cash              flows from investing activities:                                                                                   |                                                             |   |
|    Sale              (purchase) of short-term investments                                                   |                                                             |   |   | 486,000 |   |   |   | (482,802 | )  |
|    Capital              expenditures                                                                                  |                                                             |   |   | (509,675 | )  |   |   | (2,269,051 | )  |
|                                                                                                                                 |                                                                  |   |  |
|         Net              cash used by investing activities                              |                                                             |   |   | (23,675 | )  |   |   | (2,751,853 | )  |
|                                                                                                                                 |                                                                  |   |  |
| Cash              flows from financing activities:                                                                                   |                                                             |   |
|                 Borrowings of short-term debt                                                                         |                                                             |   |   | 10,200 |   |   |   | - |   |
|                 Repayments of short-term debt                                                                         |                                                             |   |   | (800,000 | )  |   |   | - |   |
|    Proceeds              from the exercise of stock options                                                           |                                                             |   |   | 3,532 |   |   |   | 45,682 |   |
|    Cash              dividends paid                                                                                   |                                                             |   |   | (173,163 | )  |   |   | (172,120 | )  |
|                                                                                                                                 |                                                                  |   |  |
|         Net              cash used by financing activities                              |                                                             |   |   | (959,431 | ) |   |   | (126,438 | ) |
|                                                                                                                                 |                                                                  |   |  |
| Net              increase (decrease) in cash and cash equivalents                                                                    |                                                             |   |   | 1,458,515 |   |   |   | (3,034,164 | )  |
| Cash              and cash equivalents at beginning of period                                                                        |                                                             |   |   | 815,411 |   |   |   | 5,968,122 |   |
|                                                                                                                                 |                                                                  |   |  |
| Cash              and cash equivalents at end of period                                                                              |                                                             |   | $ | 2,273,926 |   |   |   | 2,933,958 |   |
|                                                                                                                                 |                                                                  |   |  |

**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      (loss) per share:*

    Basic earnings      (loss) per share have been computed by dividing net income (loss) by      theweighted      average number of common shares outstanding.

|                                                                        | **Three                months ended September                30,** | **Six                months ended September                30,** |
|-----------------------------------------------------------------------------|-------------------------------------------------------------------------|-----------------------------------------------------------------------|
|                                                                        | **2005**                                                                | **2004**                                                              | **2005** | **2004** |
| Net              income (loss)                                              |                                                                    |                                                                  | $ | (244,743 | )  |   | 318,045 |   |   | 48,092 |   |   | 991,715 |   |
|                                                                        |                                                                    |                                                                  |   | ** **  |   |   | ** **  |   |   | ** **  |   |   | ** ** |   |
| Weighted              average shares outstanding - basic                    |                                                                    |                                                                  |   | 5,775,625 |   |   | 5,755,584 |   |   | 5,775,018 |   |   | 5,750,111 |  |
| Dilutive              common shares issuable upon exercise of stock options |                                                                    |                                                                  |   | - |   |   | 191,447 |   |   | 61,454 |   |   | 216,168 |   |
|                                                                        |                                                                    |                                                                  |   |    |   |   |    |   |   |    |   |   |    |   |
| Weighted              average shares outstanding - diluted                  |                                                                    |                                                                  |   | 5,775,625 |   |   | 5,947,031 |   |   | 5,836,472 |   |   | 5,966,279 |   |
|                                                                        |                                                                    |                                                                  |   |    |   |   |    |   |   |    |   |   |    |   |
| Earnings (loss) per share:                                                  |                                                                    |                                                                  |
| Basic                                                                       |                                                                    |                                                                  | $ | (0.04 | )  |   | 0.06 |   |   | 0.01 |   |   | 0.17 |   |
| Diluted                                                                     |                                                                    |                                                                  | $ | (0.04 | )  |   | 0.05 |   |   | 0.01 |   |   | 0.17 |   |

*3.  Short-term investments: *

    Short-term      investments totaled $1,169 as of September 30, 2005 and      consisted      of corporate securities.  As of March 31, 2005, short-term investments      totaled $487,072 and consisted of corporate securities of $2,079 and original      cost plus accrued interest on U.S. Treasury Bills in the amount of      $484,993.  The Company considers all of its short-term investments to      be*held-to-maturity*, and therefore, are recorded at amortized      cost.

*4.       Inventories:*

|                        | **September 30,                2005** | ** ** | **March 31,                2005** |
|-----------------------------|--------------------------------------------|------------|----------------------------------------|
|                        |                                       |       |                                   |
| Raw              materials  |                                       |       | $                                      | 9,252,751 |   |   |   | 8,669,678 |   |
| Work-in-process             |                                       |       |                                   | 435,592 |   |   |   | 628,622 |   |
| Finished              goods |                                       |       |                                   | 2,316,774 |   |   |   | 2,162,002 |   |
|                        |                                            |       |                                        |
| Total                       |                                       |       | $                                      | 12,005,117 |   |   |   | 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 best estimate of probable liabilities,      calculated as a function of sales volume and historical repair experience for      each product under warranty.  A roll-forward of the activity      in the      Company's warranty liability for the three and six months      ended September 30, 2005 and 2004 is as follows:

|                                             |    | **Three                months ended September 30,                2005** |    | **Three                months ended September 30,                2004** |    |  **Six                months ended September 30, 2005** |    |  **Six                months ended September 30,                2004** |    |
|--------------------------------------------------|---------|-------------------------------------------------------------------------|---------|-------------------------------------------------------------------------|---------|--------------------------------------------------------------|---------|-----------------------------------------------------------------------------|---------|
|                                             |    |                                                                    |    |                                                                    |    |                                                         |    |                                                                        |    |
| Beginning              balance                   |  $ |  342,626                                                           |    |  20,000                                                            |    | 310,447                                                      |    |  20,000                                                                |    |
|                  Warranty expense |    | 235,761                                                                 |    |  23,167                                                            |    | 322,539                                                      |    |  23,167                                                                |    |
|                  Warranty claims  |    |  (307,925                                                          | )  |  (2,948                                                            | )  | (362,524                                                     | )  |  (2,948                                                                | )  |
|  Ending                balance              |  $ | 270,462                                                                 |    | 40,219                                                                  |    | 270,462                                                      |    | 40,219                                                                      |    |
|                                             |    |                                                                         |    |                                                                         |    |                                                              |    |                                                                             |    |

*6.  Debt: *

|                                                                                                                | **Three                months ended September 30,** | **Six                months ended September 30,** |
|---------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------|--------------------------------------------------------|
|                                                                                                                | **2005**                                                 | **2004**                                               | **2005** | **2004** |
| Net              income (loss) - as reported                                                                        |                                                     |                                                   | $ | (244,743 | )  |   | 318,045 |   |   | 48,092 |   |   | 991,715 |   |
| Deduct:               Total stock-based compensation                                                           |                                                     |                                                   |
|                           expense determined under fair |                                                     |
|                           value based method            |                                                     |                                                   |   | (35,319 | )  |   | (192,839 | ) |   | (1,344,241 | ) |   | (385,679 | ) |
| Add:                Stock compensation expense                                                            |                                                     |                                                   |   | 30,720 |   |   | - |   |   | 30,720 |   |   | - |   |
|                                                                                                                |                                                     |                                                   |   |    |   |    |   |    |   |    |
| Net              income (loss) - pro forma                                                                          |                                                     |                                                   | $ | (249,342 | )  |   | 125,206 |   |   | (1,265,429 | )  |   | 606,036 |   |
|                                                                                                                |                                                     |                                                   |   |    |   |    |   |    |   |    |
| Basic              earnings (loss) per share:                                                                       |                                                     |                                                   |
|          as              reported                                      |                                                     |                                                   | $ | (0.04 | )  |   | 0.06 |   |   | 0.01 |   |   | 0.17 |   |
|                                                                                                                |                                                     |                                                   |   |    |   |    |   |    |   |    |
|          pro              forma                                        |                                                     |                                                   | $ | (0.04 | )  |   | 0.02 |   |   | (0.22 | )  |   | 0.11 |   |
|                                                                                                                |                                                     |                                                   |   |    |   |    |   |    |   |    |
| Diluted              earnings (loss) per share                                                                      |                                                     |                                                   |
|          as              reported                                      |                                                     |                                                   | $ | (0.04 | )  |   | 0.05 |   |   | 0.01 |   |   | 0.17 |   |
|                                                                                                                |                                                     |                                                   |   |    |   |    |   |    |   |    |
|          pro              forma                                        |                                                     |                                                   | $ | (0.04 | )  |   | 0.02 |   |   | (0.22 | )  |   | 0.11 |   |
|                                                                                                                |                                                     |                                                   |   |    |   |    |   |    |   |    |

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*Share-Based Payment*

*Seperation from          Service Agreement*

****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*

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      -  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**

***    Revenues***

***    Gross          profit ***

----

***    Selling            and            marketing***

    For            the            six-month period ended September 30, 2005, selling and marketing expense            was            $1,206,877, or 6.3%, compared to $1,181,015, or 8.3%, for the            same period last year, an increase of $25,862, or 2.2%; however, as            a            percent of revenues, expenses decreased 2.0%, reflecting improved            efficiency of selling and marketing resources.  

    The            increase in expense for the three and six-month periods ended            September 30,            2005 over the comparable periods was due to higher salary            expense for            additional personnel which was related to the support of the new RAC            market.

***    General            and            administrative***

***    Research                and                development***

***    Other income      (expense)***

***    Income      tax      expense (benefit)***
* *

***Net income (loss)***

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**LIQUIDITY AND          CAPITAL RESOURCES**

**OFF-BALANCE        SHEET ARRANGEMENTS**

----

***NEW          ACCOUNTING STANDARDS***

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

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

----

***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*

****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 second fiscal quarter that            materially affected, or are reasonably likely to materially affect, the            Company’s internal control over financial reporting.

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**PART            II — OTHER            INFORMATION**

**Item      1.  Legal Proceedings.**

*Fire Shield*

****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.****

            On August 25, 2005, the Company held its 2005 Annual Meeting of      Shareholders.  The following is a tabulation of the voting on the proposals      presented as the Annual Meeting:

|   | Proposal 1; | The following nominees were elected as directors to              serve a one-year term of office: |
|--------|-------------|--------------------------------------------------------------------------------------------------------|

|                                       |  **Shares Voted FOR** |  **Shares WITHHELD**             |
|--------------------------------------------|----------------------------|---------------------------------------|
|  Robert                S. Wiggins     | 5,389,088                  |                     88,384  |
|  Raymond                B. Wood       | 5,405,623                  |    71,849              |
|  Gerry                Chastelet       | 5,369,473                  |   107,999                   |
|  Edmund                F. Murphy, Jr. | 5,406,060                  |     71,412        |
|  Martin                L. Poad        | 5,346,500                  |                     130,972 |
|  David                F. Walker       | 5,345,793                  |                     131,679 |

|   | Proposal 2; | The appointment of KPMG LLP as the Company's                independent registered public accounting firm for the                year                ending March 31, 2006 was ratified as                such: |
|--------|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Shares                Voted FOR** | **Shares                WITHHELD** | **Shares                ABSTAINED** |
|-------------------------------------|------------------------------------|-------------------------------------|
| 5,441,336                           | 17,539                             | 18,597                              |

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

    Not          applicable. 

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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                                                                                                                                                                                                                                           |
|-------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                      |
| November 14,              2005  | By:                    /s/ Robert S.              Wiggins                                |
|                                      |              Robert              S. Wiggins                                                                                                                                                                           |
|                                      |                           Chairman, President and Chief Executive Officer                                                                                                                                                  |
|                                      |                           (Principal Executive Officer)                                                                                                                                                                    |
|                                      |
|                                      |
| November 14,              2005  | By:                    /s/ Scott              J. Loucks                                                 |
|                                      |              Scott              J. Loucks                                                                                                                                                                             |
|                                      |                           Chief Financial Officer                                                                                                                                                                          |
|                                      |                           (Principal Financial and Accounting              Officer)                                                                                                                                        |

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