UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-K

 [ X ] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
                                  Act of 1934

                    For the fiscal year ended June 30, 2000.

[ ]Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
                                  Act of 1934

                   For the transition period from ___ to ___.

                        Commission File Number: 0-15692.

                           TOTAL RESEARCH CORPORATION
                           --------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                 22-2072212
----------------------------------------  --------------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
  incorporation or organization)

5 Independence Way, Princeton, New Jersey          08543-5305
----------------------------------------  --------------------------------------
(Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (609) 520-9100

           Securities registered pursuant to Section 12(b) of the Act:

     Title of each class              Name of each exchange on which registered:

             None
---------------------------           -----------------------------------------

                Securities pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES X NO ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [ ].

The aggregate  market value of shares of Common Stock of the registrant  held by
non-affiliates  of the registrant based on the closing price of the Common Stock
on September  26, 2000 was  $34,841,426.  As of September  26, 2000,  there were
12,729,032 shares of the Company's Common Stock ($.001 par value) outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual  shareholders  meeting to be held
on December 7, 2000 are incorporated by reference into Part III.

<PAGE>
                                     PART I

Information  contained or  incorporated  by  reference  in this report  contains
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), which represent the expectations
or beliefs of Total Research  Corporation  (the "Company"),  including,  but not
limited  to,  statements   concerning   industry   performance,   the  Company's
operations, performance, financial condition, growth and acquisition strategies,
margins and growth in sales of the Company's  products.  For this  purpose,  any
statements contained in this Annual Report that are not statements of historical
fact may be deemed to be  forward-looking  statements.  Such  statements  can be
identified  by the  use  of  forward-looking  terminology  such  as  "believes,"
"expects,"  "may," "will,"  "should" or "anticipates" or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy.  See,  e.g.,   "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of  Operations." No assurance can be given that the future
results  covered  by the  forward-looking  statements  will be  achieved.  These
statements by their nature involve substantial risks and uncertainties,  certain
of which are beyond the  Company's  control.  The  information  set forth  below
identifies  important factors with respect to such  forward-looking  statements,
including  certain risks and  uncertainties  that could cause actual  results to
vary  materially  from  the  future  results  covered  in  such  forward-looking
statements.  Other  factors could also cause actual  results to vary  materially
from the future results covered in such forward-looking statements.


ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW OF THE BUSINESS

         The Company is a leading full-service custom and web-enabled  marketing
organization that provides global marketing  research and marketing  services to
assist its clients with the pricing and positioning of new or existing products,
customer   loyalty   measurements,   brand   equity   and   e-commerce   issues,
organizational  structure and other  marketing  concerns.  The Company  provides
services  for its  clients  by  using  proprietary  market  research  and  other
marketing  technologies  developed  by the  Company and  distributed  throughout
various mediums including the Internet.

         The Company's  clients consist  principally of Fortune 100 corporations
operating  in a wide  array  of  industries,  including  automotive,  chemicals,
consumer products,  financial  services,  government,  health care,  information
technologies,  manufacturing,  telecommunications,  travel  and  utilities.  The
Company's  professional staff has business experience in each industry for which
it conducts market research.

         The Company operates as one business  segment.  It services its clients
through its five divisions (Customer Loyalty  Management,  Global Life Sciences,
Strategic  Brand  Research,   Strategic  Marketing   Services-International  and
Total/Romtec), each of which has specific industry and/or product expertise. The
Company's  divisions  are located in several  cities in the United States and in
London,  England. The Company also maintains  relationships with market research
organizations  in South  America  and Asia to collect  data  internationally  on
behalf of the Company.

         The  Company  operates  telephone  data  collection  centers  in Tampa,
Florida and London,  England to assist in collecting data for clients. The Tampa
calling center currently has 130 CATI (Computer Assisted Telephone Interviewing)
stations.  The London calling center has 150 CATI stations.  The Company's phone
centers conduct interviews utilizing computer programmed questionnaires that are
immediately uploaded to the Company's central  data-processing  center,  thereby
enabling research to be collected and analyzed more efficiently and effectively.
The Company also  utilizes  Total  e-Survey  (TM), a web-based  data  collection
methodology that utilizes advanced research  techniques to collect data over the
Internet.

         The Company has complete  in-house data  processing  operations,  which
provide for rapid, thorough and secure on-site data management and analysis. The
Company  supports  many  platforms  and file types both to exchange  data and to
provide extensive database design and management capabilities.  The Company also
provides  its clients  with sample  management  services and survey data results
using a variety of software  applications.  It also has a large and  continually
expanding array of proprietary  software developed internally to reduce research
labor,  enhance service  quality,  assist with survey data analysis and generate
client  reports.  This year in particular  the Company  coordinated  significant
internal  projects to develop  Internet portals and virtual private networks for
its clients to access and analyze  data.  The  Company's  newly formed  software
research  and  development  team is  continually  engaged in efforts to develop,
evaluate  and adapt  new  technologies  to  improve  and  expand  the  Company's
processes, services and products.


                                       2
<PAGE>


         The Company was incorporated  under the laws of the State of New Jersey
in 1975 and was reincorporated  under the laws of the State of Delaware in 1986.
The Company  maintains its principal  executive  offices at 5 Independence  Way,
Princeton, New Jersey 08543, and its telephone number is (609) 520-9100.

         On May 12, 2000, the Company acquired Romtec plc ("Romtec"), a European
Internet  research  and  marketing  services  company.   The  acquisition  price
consisted of cash and notes amounting to a maximum of $7.2 million, $4.1 million
of which was paid at the closing of the transaction.  The remaining $3.1 million
is to be paid out over two years, with $2.1 million  guaranteed and $1.0 million
contingent upon Romtec meeting specified operating targets.

         The Company is in the process of integrating  its Internet  subsidiary,
Blinke Inc.,  into its  operations  infrastructure.  This action will enable the
Company to  leverage  Blinke's  unique web design  capabilities  as the  Company
transitions  its core  capabilities  to the web. The Company's Idea Farm unit is
being dissolved due to adverse economic conditions in the agribusiness market.

CLIENTS

         In fiscal 2000, approximately 70 percent of the Company's revenues were
earned from among the 100 largest  commercial  and  financial  companies  in the
world. The Company  currently serves  approximately  200 commercial  clients and
government  agencies.  During  fiscal  2000,  approximately  75  percent  of the
revenues earned by the Company were from clients who had previously retained the
Company.  In fiscal 2000, one client  represented 21% of the revenues earned for
that year.  For the fiscal years ended June 30, 1999 and 1998,  no single client
accounted for greater than 10% of the Company's annual  revenues.  The following
chart sets forth certain  information  regarding the Company's  annual  revenues
during the past three fiscal years:

<TABLE>
<CAPTION>

                                       Fiscal Year Ended June 30,
                                       --------------------------
 <S>                                     <C>          <C>           <C>        <C>

 Industry                                2000         1999          1998       Representative Clients
 --------                                ----         ----          ----       ----------------------


 Telecommunications/ Information          48.0%        40.9%         28.1%     Hewlett Packard, IBM, Lotus, Lucent
 Technology                                                                    Technologies, Microsoft, US West


 Health Care/                                                                  Amgen, Bristol-Myers Squibb, Eli
 AgriBusiness                             17.3         21.7          25.3      Lilly, Pfizer

 Consumer Products                        10.9          9.0           9.3      Bausch & Lomb, Michelin, Sara Lee


 Financial Services                        9.0          6.1           6.8      Chase, Fidelity Investments, First USA


 Manufacturing/Industrial                  7.1          9.0          14.1      Dow Chemical, Dow Corning, DuPont, FMC


 Other                                     7.7         13.3          16.4      Ford, NJ Transit, Walt Disney
                                         -----       ------        ------


 Totals                                  100.0%       100.0%        100.0%
                                         -----        -----         -----
</TABLE>



                                       3
<PAGE>

PRODUCTS AND SERVICES

     The  Company  believes it enjoys  advantages  over  competitors  due to its
ability to conduct  predictive  marketing  research  studies,  which  attempt to
predict  consumer,   business  or  physician  behavior  in  various  alternative
scenarios.  The Company  believes  this is superior to more  traditional  market
research,  which is diagnostic in nature.  The Company's  principal  proprietary
predictive technologies and associated services include the following:

o    TOTAL  E-SURVEY(TM)  is the  Company's web service that combines the firm's
     advanced  market  research  technologies  and  international  expertise  to
     provide a web-based data-collection capability.

o    EQUITREND(R)  measures the  perceived  quality of a brand or product  based
     upon consumer experiences with, and perceptions of, the brand.

o    COMPONENT ASSESSMENT  (COMPASS(R)) is designed to enable clients to analyze
     the  structure of a  competitive  market and to  determine  the effect that
     individual  product  attributes  have on a  customer's  purchase  decision.
     COMPASS(R) is commonly used by clients for developmental stage products and
     to understand the key drivers of product choice.

o    PREDICTIVE  SEGMENTATION(R)  is a  technology  that  enables  marketers  to
     identify the various segments and or sub-markets of individual products and
     to differentiate  the demands of each segment.  Clients utilize  Predictive
     Segmentation to combine demographic and usage/attitude factors to determine
     the optimal segmentation for their products.

o    PRICE ELASTICITY  MEASUREMENT  SYSTEM  (PEMS(R))  permits the evaluation of
     pricing strategies for different products and services. PEMS is designed to
     enable the client to predict  sales of products and services  under a broad
     range of possible competitive pricing scenarios.

o    TOTAL  RESEARCH  BIAS  CORRECTION  (TRBC(R)) is a  technology  that enables
     marketers  to improve the  accuracy  and value of any  research by reducing
     fundamental  sources of bias, error and distortion in market research data.
     This  results  in  a  better   understanding  of  marketing   behavior  and
     substantial  improvement  of the  predictive  accuracy  and value of market
     research. TRBC(R) is especially valuable in multi-national studies.

GEOGRAPHIC LOCATIONS

         The Company's  headquarters are located in Princeton,  New Jersey.  The
Company has domestic  offices in Minneapolis and Tampa as well as two offices in
London, England.

         The Company has an agreement  pursuant to which the Company  authorizes
Paradigma S.A. ("Paradigma") to use the name "Total Research Argentina".

         The Company has an alliance with Asia Marketing  Intelligence  ("AMI"),
the largest independent data collection services firm in Asia, which enables the
Company to offer full,  comprehensive  service for the Asian component of global
studies.

INTERNATIONAL OPERATIONS

         In  fiscal  2000,  approximately  32% of the  Company's  revenues  were
attributable  to projects  that the Company  conducts for its clients  involving
market research which is performed on a global basis.  The Company has conducted
research  projects in Europe,  South  America,  Canada,  Africa,  China,  Japan,
Australia and India. To engage in its international  market research activities,
the Company has expanded  multi-lingual  telephone  interviewing  facilities and
developed a network of relationships (such as those with Paradigma and AMI) with
market research  organizations in essential  locations  around the world.  These
alliances enable the Company to maintain the quality and reliability of its data
collection activities.

                                       4
<PAGE>

ORGANIZATIONAL STRUCTURE

         The Company currently operates five market research divisions.

         The  Customer  Loyalty  Management  division  operates  from offices in
Princeton and  Minneapolis.  This division  provides  clients with an organized,
controlled   means  of  improving  their   operating   results  and  marketplace
performance  through  the  effective  use  of  information  from  customers  and
employees.  Clients  are  primarily  from  the  telecommunications,  information
technology,  travel,  and banking  industries.  The  Customer  Loyalty  Division
accounted  for  approximately  32% of the  revenues  generated by the Company in
fiscal 2000.

         The Global Life Sciences  ("GLS")  division is international in nature,
with staff in both the  Princeton  and London  offices.  The  division  conducts
global market research in the  pharmaceutical,  health care,  biotechnology  and
agricultural  industries.  GLS accounted for  approximately  17% of the revenues
generated by the Company in fiscal 2000.

         The Strategic Brand Research  division  operates from the Princeton and
Minneapolis  offices. The division conducts market research on a global basis in
the  consumer   products/consumer   packaging  goods,   information  technology,
automotive  and  telecommunications  industries.  This  division  accounted  for
approximately 24% of the revenues earned in fiscal 2000.

         The Strategic Marketing Services  International  ("SMS  International")
division  operates  from  its  London,  England  office.  The SMS  International
division  conducts market research mainly within Europe and Asia in the consumer
products/consumer  packaging goods, financial services,  information technology,
manufacturing/industrial  and telecommunications  industries.  SMS International
accounted for  approximately 24% of the revenues earned by the Company in fiscal
2000.

         On May 12, 2000 the Company announced that it completed its acquisition
of Romtec, a leading European Internet research and marketing  services company.
Since then, the Company has begun integrating  Romtec's operations and marketing
tactics  into  the  Company's  global  efforts  under  the  Total/Romtec  brand.
Total/Romtec  provides marketing research,  contact databases,  direct marketing
and tracking services for the IT and telecommunications industries. Total/Romtec
also owns a majority  share of a joint  venture  with  German-based  Gfk,  which
produces and markets IT sales  tracking data.  The  acquisition of  Total/Romtec
provides   the   Company   with   a   technology    platform   to   expand   its
business-to-business  Internet marketing research  capabilities to a much larger
global client base.  Since the acquisition of  Total/Romtec,  a  Princeton-based
staff has been dedicated to introducing  Romtec's  services to US-based clients.
Romtec accounted for  approximately 3% of the revenues  generated by the Company
from the date of acquisition through June 30, 2000.

FEE ARRANGEMENTS

         The Company generally obtains  full-service and advanced level research
assignments  through  competitive  bidding.  Most  contracts  are  awarded  on a
fixed-fee basis, subject to adjustment under certain circumstances.

         The Company also designs and implements  multi-client  studies, such as
EquiTrend(R),  to address  informational  needs shared by multiple  existing and
potential  clients.  The Company  usually  develops the initial  focus and study
design of a  multi-client  study at its own expense  prior to  obtaining  client
commitments.  The  Company  then  sells  the  completed  study to  existing  and
potential clients on a non-exclusive basis.

COMPETITION

         The market research industry is highly competitive and is characterized
by a large number of  relatively  small  organizations  and a limited  number of
large full service  organizations,  many of which are believed to have financial
resources  greater than those of the  Company.  Management  believes  that it is
currently one of the leading  providers of market research and analysis services
using advanced  statistical  techniques.  In 2000, the Company was listed as the
20th  largest US  company,  measured  by  revenues,  in the  marketing  research
industry by a leading industry  publication.  The Company's primary  competitors
include:  Burke Marketing Services,  Inc.; M/A/R/C,  Inc.; Maritz, Market Facts,
Inc.;  National  Analysts;  Opinion  Research  Corporation;  and Walker Research
Incorporated.

         The Company believes that the principal  competitive factors in today's
marketing research  marketplace are the quality and validity of data collection,
effective  uses of  technology  as well as the  ability to  efficiently  design,
execute and prepare reports on marketing research. The Company believes that the
principal  competitive factors for marketing research using advanced statistical
techniques  are the quality of its  personnel  and the  Company's  experience in
developing  and  executing  statistical  marketing  research.   During  economic
downturns,  the  Company  may  experience  increased  competition  for  research
budgets, which are often vulnerable to global corporate overhead reduction.  The
Company  seeks to  minimize  the risk of  revenue  losses  by  serving  multiple
industries.


                                       5
<PAGE>

EMPLOYEES

         As of June 30, 2000, the Company employed 243 full-time employees.  The
Company uses  approximately  400 part-time,  hourly employees for data gathering
and processing purposes. All employees are non-union.  The Company believes that
its relationship with its labor force is good.

TRADEMARKS

         The Company owns 17 trademarks registered with the United States Patent
and Trademark Office and/or similar  regulatory  authorities in other countries.
Federally  registered  trademarks have perpetual life, provided they are renewed
on a timely  basis and used  properly  as  trademarks,  subject to the rights of
third  parties  to seek  cancellation  of the marks.  The  Company  regards  its
trademarks  and other  proprietary  rights as valuable  assets and believes that
they have  significant  value in the  marketing  of its  products.  The  Company
protects its trademarks against infringement.


ITEM 2.DESCRIPTION OF PROPERTY

         The  Company's  headquarters  and  principal  United  States  operating
facility is located in Princeton,  New Jersey.  As of June 30, 2000, the Company
leased  approximately  53,500  square  feet of office  space  for its  Princeton
operations;   the  lease  expires  June  30,  2006.  The  Company  is  currently
sub-leasing approximately 20,000 square feet of this space to third parties.

         The Company leases 6,083 square feet for a sales office in Minneapolis,
Minnesota. The lease expires on April 30, 2004. The Company leases 13,529 square
feet for a  telephone  data-collection  facility  in Tampa,  Florida.  The lease
expires on December 31, 2004.

         In the United  Kingdom,  the Company  leases 21,473 square feet for its
Brentford, London office space. The lease expires October 31, 2010 with a tenant
break clause at October 31, 2004. In addition to the Brentford facility,  Romtec
leases approximately  10,000 square feet of office space in Maidenhead,  London.
The lease expires in 2005.


ITEM 3.  LEGAL PROCEEDINGS

         As  of  June  30,  2000,  there  were  no  material  legal  actions  or
proceedings  pending or, to the knowledge of the Company,  threatened,  to which
the property of the Company was subject, or to which the Company was a party.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         During the fourth  quarter of fiscal 2000, no matters were submitted to
a vote of security holders of the Company.





                                       6
<PAGE>

                                     PART II


ITEM 5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS


The Company's common stock trades on the Nasdaq National  Market.  The quarterly
high and low bid prices of the Company's common stock, as reported by the Nasdaq
National Market, from fiscal 1999 to date, were as follows:


                                            High             Low
                                            ----             ---

Fiscal 1999
     First Quarter                          $3.84           $2.50
     Second Quarter                          2.69            1.88
     Third Quarter                           3.38            2.38
     Fourth Quarter                          4.06            2.38


Fiscal 2000
     First Quarter                          $4.00           $3.13
     Second Quarter                          7.94            3.25
     Third Quarter                           7.63            5.00
     Fourth Quarter                          6.00            2.38


Fiscal 2001
     First Quarter (through September       $4.44           $2.69
     26,2000)



      The  above  listed  quotes  reflect  inter-dealer  prices  without  retail
mark-up,  mark-down or commissions  and are not  necessarily  representative  of
actual transactions or of the true value of the Common Stock.

      As of September 19, 2000,  the Company had 405  shareholders  of record of
its Common Stock. The Company has never declared a dividend and does not plan to
do so in the near future.

      In July of 1998,  the Company  entered into an agreement  with a number of
investors pursuant to which the Company sold 1,000,000 shares of Common Stock at
$2.25 per share and issued options to purchase an aggregate of 250,000 shares of
common stock at an exercise price of $2.25 per share  (exercisable for 5 years).
Such Common Stock was sold in a  transaction  that was exempt from  registration
under Section 4(2) of the Securities Act of 1933, as amended. The agreement also
provides  that the  investors  will,  under  certain  circumstances,  provide or
arrange for others to provide up to $25,000,000  in debt or equity  financing to
complete acquisitions and/or projects approved by the Board of Directors.



                                       7
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

                     SELECTED FINANCIAL DATA FOR YEARS ENDED
                     ---------------------------------------
                    JUNE 30, 2000, 1999, 1998, 1997 AND 1996
                    ----------------------------------------


The selected  financial data as of June 30, 2000,  1999, 1998, 1997 and 1996 and
for each of the years then ended has been derived from the audited  consolidated
financial  statements of the Company. The selected financial data should be read
in  conjunction  with,  and is qualified  in its  entirety by, the  Consolidated
Financial  Statements  of the  Company  and the  notes  thereto  and  the  other
financial information included in Item 14 of the Annual Report.

<TABLE>
<CAPTION>
                                                                    Year Ended June 30,
                                          -------------------------------------------------------------------------
<S>                                              <C>              <C>           <C>          <C>           <C>
Statement of Income Data (000):                      2000           1999          1998         1997          1996
                                                     ----           ----          ----         ----          ----
Revenues                                         $   50,756       $ 41,562      $34,057      $ 29,443      $23,715
Direct costs                                         25,028         20,450       16,641        14,942       11,001

                                          -------------------------------------------------------------------------
Gross profit                                         25,728         21,112       17,416        14,501       12,714

Operating expenses                                   22,739         17,802       14,868        13,221       13,683

Unusual charges                                           -            320          723             -        1,101

                                          -------------------------------------------------------------------------
Income(loss) from operations                          2,989          2,990        1,825         1,280      (2,070)

Interest income                                         152            231           20         (202)        (342)

Other income, net                                         -              -           40            50           87

Minority Interest                                      (35)
                                          -------------------------------------------------------------------------
Income(loss) before income taxes                      3,106          3,221        1,885         1,128      (2,325)

Provision (benefit) for income taxes                  1,189          1,245          760           490        (842)

                                          -------------------------------------------------------------------------
Net income (loss)                                 $   1,917       $  1,976      $ 1,125        $  638    $ (1,483)
                                          =========================================================================
Net income(loss) per diluted share               $    0.14        $  0.16      $  0.10       $  0.06     $ (0.15)
                                          =========================================================================


                                                                          June 30,
                                          -------------------------------------------------------------------------
Balance Sheet Data (000):                            2000             1999        1998         1997          1996
                                                     ----             ----        ----         ----          ----
Working capital (deficiency)                      $   4,065       $  4,514       $  801     $ (1,151)     $  (163)
Total assets                                         35,119         21,717       15,469        12,948       13,155

Current portion of long-term debt                     3,438            282           19           215        2,142
Long-term obligation, less current
   portion                                            3,702
Stockholders' equity                              $  11,905       $  9,079      $ 5,077       $ 3,648      $ 2,821
</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

The following table sets forth,  for the periods  indicated  certain  historical
income statement and other data for the Company and also sets forth such data as
a percentage of gross revenues (in thousands).


RESULTS OF OPERATIONS

         The  Company  is  a  full-service   consultative   marketing   research
corporation  that  provides  marketing  research and  information  to assist its
clients with the pricing and positioning of new or existing  products,  customer
loyalty measurements, brand equity issues and other marketing concerns.


                                       8
<PAGE>

The following table sets forth,  for the periods  indicated  certain  historical
income statement and other data for the Company and also sets forth such data as
a percentage of gross revenues (in thousands).

<TABLE>
<CAPTION>

                                                                              Year Ended June 30,
                                                        2000                          1999                       1998
                                                        ----                          ----                       ----
<S>                                             <C>                   <C>      <C>             <C>       <C>             <C>
Revenues                                        $    50,756           100%     $  41,562       100.0%    $  34,057       100.0%
Direct costs                                                                      20,450                    16,641         48.9
                                                     25,028           49.3                       49.2
                                          --------------------------------------------------------------------------------------
         Gross profit                                                50.7%        21,112        50.8%       17,416        51.1%
                                                     25,728
Operating expenses                                                                17,802                    14,868         43.7
                                                     22,739           44.8                       42.8
Unusual costs                                                                        320                       723          2.1
                                                          -              -                        0.8
                                          --------------------------------------------------------------------------------------
Income from operations                                                5.9%         2,990         7.2%        1,825         5.3%
                                                      2,989
Interest income                                                                      231                        20          0.1
                                                        152            0.3                        0.6
Other income, net                                                                   -                           40          0.1
                                                          -              -                          -
Minority Interest                                      (35)          (0.1)             -            -            -            -
                                          --------------------------------------------------------------------------------------
Income before income taxes                                            6.1%         3,221         7.8%        1,885         5.5%
                                                      3,106
Provision for income taxes                                                         1,245                       760          2.2
                                                      1,189            2.3                        3.0
                                          --------------------------------------------------------------------------------------
Net  income                                      $    1,917           3.8%     $   1,976         4.8%     $  1,125         3.3%
                                          ======================================================================================
</TABLE>

FISCAL YEAR ENDED JUNE 30, 2000 AS COMPARED TO FISCAL YEAR ENDED JUNE 30, 1999

         Revenues  increased  approximately  22.0  percent  from  fiscal 1999 to
fiscal 2000. This is  attributable  to growth in the core business.  Included in
fiscal 2000 revenues are Romtec results for May and June.

         The gross profit  increased  from  approximately  $21,112,000 in fiscal
1999 to  approximately  $25,728,000  in fiscal 2000, an increase of  $4,616,000.
However, as a percentage of revenues, gross profit declined from 50.8 percent of
revenues in fiscal 1999 to 50.7  percent of revenues in fiscal  2000.  The gross
profit  was  negatively  impacted  by two  multi-million  dollar  projects  that
included large amounts of data  collection and processing  that occurred  during
the first six months of the fiscal year.  It was also  negatively  impacted by a
significant  reduction  in a large  contract  by a  client  late  in the  fourth
quarter.  The Company  anticipates  that this  contract  reduction  will have an
impact on revenues and  profitability in the first and second quarters of fiscal
2001.  Overall,  the Company continues to generate gross profits of greater than
50 percent for most of its research projects.

         Operating costs increased from approximately $17,802,000 in fiscal 1999
to approximately  $22,739,000 in fiscal 2000, or $4,937,000.  As a percentage of
revenues,  operating  costs  increased  from 42.8 percent in fiscal 1999 to 44.8
percent in fiscal 2000.  The  increase can be  attributed  to  additional  costs
associated  with  increasing  the  capacity of its two  centers,  startup  costs
associated  with Blinke,  costs  associated with developing new web products and
services,  additional  marketing  costs  for  new  sales  material  as  well  as
additional  labor costs.  Unusual costs recorded in 1999 and 1998 related to the
transition agreement for key executives.

         Income from  operations  decreased as a percentage of revenues from 7.2
percent to 5.9 percent in fiscal 2000, or approximately  ($1,000).  The decrease
is primarily attributable to the increase in operating costs from year to year.

         Interest   income   decreased  from  fiscal  1999  to  fiscal  2000  by
approximately  ($79,000).  This is the result of the interest paid on loans used
to acquire Romtec and the Company's  working capital facility offset by interest
earned on higher cash balances held in the United States and by Romtec.

         The  provision  for income taxes  decreased  due to lower income before
taxes,  for the reasons stated above. The effective tax rate decreased from 38.6
percent in fiscal 1999 to 38.3 percent in fiscal 2000  primarily due to a higher
percentage of income being earned overseas in lower tax rate jurisdictions.

         The Company  defines  backlog as the unearned  portions of its existing
contracts  at  each  balance  sheet  date.   At  June  30,  2000,   backlog  was
approximately  $19,900,000 as compared to a backlog of approximately $18,100,000
at June 30, 1999. The  $19,900,000  figure is the largest  backlog figure in the
Company's  history.  The amount of backlog at any time may not be  indicative of
intermediate or long-term trends in the Company's operations.


                                       9
<PAGE>


FISCAL YEAR ENDED JUNE 30, 1999 AS COMPARED TO FISCAL YEAR ENDED JUNE 30, 1998

         Revenues  increased  approximately  22.0  percent  from  fiscal 1998 to
fiscal 1999. The increases are primarily the result of increased activity in its
Customer Loyalty and SMS divisions.

         The gross profit of the Company decreased slightly from 51.1 percent of
revenues in fiscal 1998 to 50.8  percent of revenues in fiscal  1999,  primarily
due to the  significantly  larger dollar value  contracts the Company  completed
over  the past  year.  The  Company's  average  contract  price  increased  from
approximately  $50,000 in fiscal 1998 to  approximately  $95,000 in fiscal 1999.
Larger   full-service  market  research  studies  generally  require  a  greater
percentage of data-collection and data-processing  costs, which typically lowers
the gross profit as a percentage of revenues.

         Operating costs decreased  approximately  one percent from 43.7 percent
of  revenues in fiscal 1998 to 42.8  percent of  revenues in fiscal  1999.  This
decrease is the result of the Company's continuing efforts to keep its operating
costs down as it  continues  to generate  greater  revenues.  Additionally,  the
Company recognized an unusual charge of $320,000  associated with the retirement
of two executives.

         Income from  operations  increased as a percentage of revenues from 5.3
percent to 7.2 percent in fiscal 1999, or approximately $1,165,000. The increase
can be  attributed  mainly to the  Company's  ability  to  successfully  win and
complete larger contracts while maintaining its operating cost structure.

         Interest  income  increased from 0.1 percent of revenues in fiscal 1998
to 0.6  percent of revenues  in fiscal  1999,  or  approximately  $210,000  from
approximately  $20,000 in fiscal 1998 to approximately  $230,000 in fiscal 1999.
This  increase  is the  result  of the  interest  earned on the  increased  cash
balances of the Company.

         The  provision for income taxes  increased  due to increased  income in
fiscal 1999.  The effective tax rate  decreased from 40.3 percent in fiscal 1998
to 38.6  percent  in fiscal  1999 as a result of  varying  levels of work  being
completed  in the states in which the  Company  operates.  Overall,  the Company
increased  its net income as a  percentage  of sales from 3.3  percent in fiscal
1998  to  4.8  percent  in  fiscal  1999,  or   approximately   $850,000,   from
approximately  $1,125,000 in fiscal 1998 to  approximately  $1,975,000 in fiscal
1999.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         The Company's cash and cash  equivalents  increased from  approximately
$5,203,000 in fiscal 1999 to $6,712,000 in fiscal 2000.  The Company was able to
generate approximately  $1,793,000 from operating activities and $4,874,000 from
financing  activity;  the  majority  of this is  attributable  to the  borrowing
necessary to complete the  acquisition of Romtec.  The Company  utilized cash to
invest in Romtec, software, equipment,  leasehold improvements, and the buy-back
of 76,250 shares of the Company's stock at a cost of ($285,000).

         At June 30, 2000, the Company's working capital  decreased  $449,000 to
$4,065,000  from  $4,514,000 at June 30, 1999,  and the current ratio  decreased
from 1.38 in fiscal 1999 to 1.21 in fiscal 2000.

         The  Company  has a credit  agreement  with  Summit  Bank,  located  in
Princeton,  NJ. The credit  agreement  consists of two facilities with aggregate
borrowing availability of up to $10 million. Facility "A" is a term loan and was
designated for the acquisition of Romtec (acquired May 12, 2000), a wholly owned
subsidiary  of the  Company,  and is capped  at  $3,500,000.  Monthly  principal
payments,  plus interest,  amount to $58,333  through the maturity date of March
31, 2005, when all unpaid principal and interest are due. Facility "B" is a line
of credit and is designated for working capital  purposes,  and is capped at the
difference  between  $10,000,000  less the balance of Facility "A". The interest
rate for the entire credit agreement is prime plus one-half  percent.  The prime
rate at June 30, 2000 was 9%. This credit  agreement  is  scheduled to expire on
March 31, 2005.

         In   addition,   the   Company  has  a  bank   overdraft   facility  of
(pound)400,000  (approximately  $607,000 U.S.  dollars) with Barclays  Bank, its
London bank. The borrowings are charged at a rate of 3 percent above the UK base
Rate.  At June 30, 2000 and 1999,  borrowings  were  approximately  (pound)0 and
(pound)178,917  (approximately  $280,000 U.S.  dollars)  against this  overdraft
facility.

RECENT TRENDS
-------------

         During this fiscal  year,  the Company  completed  the  acquisition  of
Romtec.  This acquisition is designed to achieve several  strategic goals of the
Company including expanding the Company's capabilities beyond marketing research
into the broader  marketing


                                       10
<PAGE>

services  arena.  Romtec's  use of e-panels for web surveys and  development  of
marketers' contact databases begin to address these goals.

As the  Company's  core  competencies  make  increasing  use of  technology  for
surveys,  data delivery,  and data analysis,  the Company continues to invest in
its  technology  and sales  infrastructures.  The  investments  include  new web
survey,  Internet  delivery  technology,  virtual private  networks that provide
clients  with  on-line data access and  analysis,  the  building of e-panels,  a
variety of new IT  syndicated  products and the  upgrading of its two  telephone
centers to be compatible with Internet delivery technology.

Impact of Inflation
-------------------

         Inflation had no material  effect on the financial  performance  of the
Company during fiscal 2000.



ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKETING RISK

The Company has two foreign operating  subsidiaries  whose financial  statements
are translated using the accounting policies described in Note 1 of the Notes to
the Consolidated  Financial Statements.  The Company is subject to exposure from
the  risk  of  currency  fluctuations  as  the  value  of the  foreign  currency
fluctuates  against the dollar.  The Company does not believe that it is exposed
to material foreign exchange market risk.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The Consolidated Financial Statements and notes thereto are presented under Item
14 of this Report.



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE


DISMISSAL OF FORMER ACCOUNTANT

Effective on October 22, 1998, the Company dismissed Amper,  Politzimer & Mattia
("APM") as the  Company's  principal  independent  accountants.  The decision to
change  independent  accountants  was  recommended by the Audit Committee of the
Company's Board of Directors.

The reports of APM on the Company's  financial  statements as of and for each of
the fiscal years ended June 30, 1997 and 1998 did not contain an adverse opinion
or  disclaimer  of opinion,  nor were such  reports  qualified or modified as to
uncertainty,  audit scope or accounting principles. In connection with audits of
the  financial  statements  of the Company for the years ended June 30, 1997 and
1998 and during the interim  period through the date of APM's  dismissal,  there
were no  disagreements  between the Company and APM on any matter of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedures which, if not resolved to APM's  satisfaction,  would have caused APM
to make reference to such matter in its reports.  Further,  during such periods,
there  were no events  of the type  required  to be  reported  pursuant  to Item
304(a)(1)(iv) of Regulation S-K.

ENGAGEMENT OF NEW ACCOUNTANT

On or about the date of the  dismissal  of APM,  the Company  appointed  Ernst &
Young as the Company's new independent accountants.

During the  Company's  two most recent  fiscal years or any  subsequent  interim
period  prior to engaging  Ernst & Young,  neither the Company nor anyone on its
behalf  consulted  Ernst & Young  regarding  (i) the  application  of accounting
principles  to any  transaction;  or the type of  audit  opinion  that  might be
rendered  on the  Company's  financial  statements,  or (ii) any matter that was
either  the  subject  of a  disagreement  or an event  required  to be  reported
pursuant to Item 304(a)(1)(iv) of Regulation S-K.

                                       11
<PAGE>

                                    PART III

     Information  required under Items 10, 11, 12 and 13 is incorporated  herein
by reference to the Company's  definitive  proxy  statement to be filed with the
Securities  and  Exchange  Commission  within 120 days after the year covered by
this Form 10-K with respect to its Annual Meeting of  Stockholders to be held on
December 8, 1999.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8K
<TABLE>
<CAPTION>


(a)      The following documents are filed as part of this report.

<C>                                                                                <S>
1.       Financial Statements                                                      Page Reference

         Reports of Independent Auditors.                                               F-1 - F-2

         Consolidated Balance Sheets as of June 30, 2000 and 1999.                       F-3

         Consolidated Statements of Income for the years ended
           June 30, 2000, 1999 and 1998.                                                 F-4

         Consolidated Statements of Stockholders' Equity for the years
           ended June 30, 2000, 1999 and 1998.                                           F-5

         Consolidated Statements of Cash Flows for the years ended
           June 30, 2000, 1999 and 1998.                                                 F-6

         Notes to Consolidated Financial Statements.                                     F-7

2.       Financial Statement Schedule

         Schedule II - Valuation and Qualifying Accounts                                 S-1

</TABLE>

         All other  schedules  for  which  provision  is made in the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required  under the related  instructions  or are  inapplicable  or the required
information is given in the Financial Statements or Notes thereto, and therefore
have been omitted.

(b)      Reports on Form 8K

         None



                                       12
<PAGE>


(c)      Exhibits

                  The following  documents are filed as part of this Form 10K at
         the  page  indicated  or are  incorporated  by  reference  herein.  Any
         document  incorporated  by reference is identified  by a  parenthetical
         reference  to the  filing  with  the  Commission  which  included  such
         document.

Exhibit No.    Description
-----------    -----------

2.1            Certificate  of Merger dated February 17, 1987  (incorporated  by
               reference by the 1999 Form 10-K);

2.2            Offer  Letter,  dated  as of  April  20,  2000  (incorporated  by
               reference to Exhibit 2.1 to the Form 8-K);

2.3            Deed of Irrevocable  Undertaking,  dated as of April 13, 2000, by
               Russell Nathan  (incorporated  by reference to Exhibit 2.2 to the
               Form 8-K);

2.4            Deed of Warranties, dated as of April 13, 2000, by Russell Nathan
               (as  Warrantor),  Total Research  Acquisitions  Limited and Total
               Research Corporation (incorporated by reference to Exhibit 2.3 to
               the Form 8-K);

3.1            Certificate  of  Incorporation  of the Company  (incorporated  by
               reference  to Exhibit 3.1 to the  Registration  Statement on Form
               S-18, as amended, Registration No. 33-9078-NY; the "Form S-18");

3.2            By-laws of the Company  (incorporated by reference to Exhibit 3.2
               to the Form S-18);

10.1           Lease,  dated as of December  12,  1985,  between the Company and
               Bellemeade Development Corporation  (incorporated by reference to
               Exhibit 10.2 to the Form S-18);

10.2           Total   Research    Corporation   Savings   &   Retirement   Plan
               (incorporated by reference to Exhibit 10.3 to the Form S-18);

10.3           Employment Agreement,  dated January 2, 1997, between the Company
               and Terri Flanagan (incorporated by reference to Exhibit 1 of the
               1997 Form 10-K);

10.4           Sublease,  dated July 17, 1997,  between the Company and Hexaware
               Technologies (incorporated by reference by the 1999 Form 10-K);

10.5           Employment Agreement, dated July 1, 1998, between the Company and
               Albert  Angrisani  (incorporated  by  reference  by the 1999 Form
               10-K);

10.6           Employment Agreement,  dated January 1, 1999, between the Company
               and Patti  Hoffman  (incorporated  by  reference by the 1999 Form
               10-K);

10.7           Employment Agreement,  dated January 1, 1999, between the Company
               and Eric  Zissman  (incorporated  by  reference  by the 1999 Form
               10-K);

10.8           Employment Agreement,  dated January 1, 1999, between the Company
               and Mark Nissenfeld  (incorporated  by reference by the 1999 Form
               10-K);

10.9           Loan Agreement  between Summit Bank and the Company dated January
               1, 1999 (incorporated by reference by the 1999 Form 10-K).

10.10          1995 Stock Incentive Plan  (incorporated by reference by the Form
               S-8, Registration No. 333-74635);

10.11          1986 Stock Incentive Plan  (incorporated by reference by the Form
               S-8, Registration No. 333-74631);

21.1           List of Subsidiaries;



                                       13
<PAGE>

(d)      Exhibits (cont'd)
         --------

23.1           Consent of Ernst & Young LLP dated September 26, 2000

23.2           Consent of Amper, Politziner & Mattia dated September 27, 2000;

27             Financial Data Schedule (EDGAR only).




                                       14
<PAGE>

                           TOTAL RESEARCH CORPORATION
                                AND SUBSIDIARIES

                               For the Years Ended
                          June 30, 2000, 1999 and 1998



Reports of Independent Auditors                                              F-1

Consolidated Balance Sheets as of June 30, 2000 and 1999                     F-3

Consolidated Statements of Income for the Years Ended
June 30, 2000, 1999 and 1998                                                 F-4

Consolidated  Statements of Stockholders' Equity for the
Years Ended June 30, 2000, 1999 and 1998                                     F-5

Consolidated Statements of Cash Flows for the Years Ended
June 30, 2000, 1999 and 1998                                                 F-6

Notes to the Consolidated Financial Statements                               F-7

Schedules:

   Schedule II - Valuation and Qualifying Accounts                           S-1




                                       15
<PAGE>

                          REPORT OF INDEPENDENT AUDITOR




To the Board of Directors and
Stockholders of Total Research
Corporation and Subsidiaries

We have audited the  accompanying  consolidated  balance sheet of Total Research
Corporation  and  Subsidiaries  as of June 30,  2000  and  1999 and the  related
consolidated statements of income,  stockholders' equity, and cash flows for the
years then ended.  Our audits also  included the  financial  statement  schedule
listed in the Index at Item 14A. These financial statements and schedule are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Total
Research  Corporation  and  Subsidiaries  as of June 30, 2000 and 1999,  and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States.  Also, in our opinion,  the related financial statement  schedule,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents fairly in all material respects the information set forth therein.



                                                     /s/ERNST & YOUNG, LLP

MetroPark, New Jersey
September 21, 2000

                                     F - 1
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and
Stockholders of Total Research
Corporation and Subsidiaries

We  have  audited  the  accompanying   consolidated  statements  of  operations,
shareholders'  equity,  and cash flows for the year ended June 30, 1998 of Total
Research  Corporation  and  Subsidiary.   These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements, based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  as of June 30, 1998 and the results of their
operations and their cash flows of Total Research corporation and Subsidiary for
the year ended June 30, 1998 in conformity  with generally  accepted  accounting
principles.


/s/AMPER, POLITZINER & MATTIA, PC

September 21, 1998
Edison, New Jersey


                                     F - 2
<PAGE>
                   TOTAL RESEARCH CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                    June 30,

<TABLE>
<CAPTION>
                                                                                         2000            1999
                                                                                         ----            ----
<S>                                                                                     <C>               <C>
Current assets
Cash and cash equivalents                                                               $ 6,711,882       $ 5,203,383
Accounts receivable, less allowance for                                                  10,373,705         7,068,199
 doubtful accounts of $182,340 and
 $110,000, at June 30, 2000 and 1999
Costs and estimated earnings in excess of                                                 3,170,375         3,248,270
 billings on uncompleted contracts
Deferred taxes                                                                              250,960           330,000
Prepaid expenses and other current assets                                                 2,582,053           585,262
                                                                                   ---------------------------------------
Total current assets                                                                     23,088,975        16,435,114

Fixed assets, less accumulated depreciation of $5,575,904 and $4,553,729,
respectively                                                                              4,258,360         2,609,152
Goodwill, net of accumulated amortization of $586,964 and $379,181, respectively          7,142,414         1,644,696
Deferred taxes                                                                                    0           264,000
Other assets                                                                                629,438           763,767
                                                                                   ---------------------------------------
                                                                                       $ 35,119,187      $ 21,716,729
                                                                                   =======================================
Liabilities and Stockholders' Equity

Current liabilities
Current maturities of long-term debt                                                   $  3,438,318        $  282,027
Accounts payable                                                                          4,594,780         4,038,566
Accrued expenses and other current liabilities                                            4,315,844         3,512,938
Billings in excess of costs and estimated earnings                                        6,200,373         3,373,665
Income taxes payable                                                                        474,586           714,059
                                                                                   ---------------------------------------
Total current liabilities                                                                19,023,901        11,921,255

Deferred taxes                                                                               52,396
Minority interest                                                                            65,558
Other long-term liabilities                                                                 369,376           716,605
Debt, less current maturities                                                             3,702,493
                                                                                   ---------------------------------------
                                                                                         23,213,724        12,637,860
                                                                                   ---------------------------------------
Stockholders' equity
Common stock authorized 50,000,000 shares
 .001 par value, 12,614,608 and 11,761,608 shares issued
 at June 30, 2000 and 1999                                                                   12,615            11,762
Additional paid-in capital                                                                7,644,929         6,627,782
Retained earnings                                                                         5,051,566         3,134,938
Accumulated other comprehensive income                                                     (128,146)          (35,925)
                                                                                   ---------------------------------------
                                                                                         12,580,964         9,738,557

Less: treasury stock, at cost                                                             (675,501)         (659,688)
                                                                                   ---------------------------------------
Total stockholders' equity                                                               11,905,463         9,078,869
                                                                                   ---------------------------------------

Total liabilities and stockholders' equity                                             $ 35,119,187      $ 21,716,729
                                                                                   =======================================
                 See notes to consolidated financial statements.

</TABLE>
                                      F - 3

<PAGE>

                   TOTAL RESEARCH CORPORATION AND SUBSIDIARIES
                        Consolidated Statements of Income
                               For the Years Ended
                                     June 30
<TABLE>
<CAPTION>

                                                        2000              1999              1998
                                                        ----              ----              ----
<S>                                                   <C>                <C>              <C>
Revenues                                              $ 50,755,769       $ 41,561,835     $ 34,057,084
Direct costs                                            25,028,136         20,450,287       16,641,169
                                                   ----------------------------------------------------

Gross profit                                            25,727,633         21,111,548       17,415,915

Operating expenses                                      22,738,922         17,801,453       14,868,072
Unusual charge                                                                320,000          723,000
                                                   ----------------------------------------------------

Income from operations                                   2,988,711          2,990,095        1,824,843

Interest income, net                                       152,128            230,462           20,424
Other income, net                                                                               40,000
Minority interest in income of subsidiaries               (34,775)
                                                   ----------------------------------------------------
Income before provision
  for income taxes                                       3,106,064          3,220,557        1,885,267

Provision for income taxes                               1,189,436          1,244,820          760,450
                                                   ----------------------------------------------------

Net income                                             $ 1,916,628       $  1,975,737      $ 1,124,817
                                                   ====================================================

Earnings per share
 Basic                                                   $    0.16         $     0.17        $    0.11
 Diluted                                                 $    0.14         $     0.16        $    0.10

Weighted average common shares
Outstanding        - Basic                              12,334,925         11,586,010       10,118,908
                   - Diluted                            13,579,232         12,693,423       11,704,804

</TABLE>

                 See notes to consolidated financial statements.


                                                         F - 4
<PAGE>
                                TOTAL RESEARCH CORPORATION AND SUBSIDIARIES
                              Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>
                                      Common Stock                                                   Treasury Stock
                                                                                                     --------------
                                                                        Accumulated
                                                          Additional       Other                                           Total
                            Shares                        Paid-in      Comprehensive    Retained                       Stockholders'
                            Issued           Amount       Capital          Income       Earnings   Shares   Amount        Equity
                            ------           ------       -------          ------       --------   ------   ------         ------

<S>                         <C>             <C>        <C>                <C>          <C>         <C>       <C>        <C>
Balance-June 30, 1997       10,044,108      $10,044    $ 3,576,545        $27,095      $34,384          -    $      -   $3,648,068

Exercise of options            432,000          432        172,359              -            -     92,930    (287,717)    (114,926)

Tax benefit-exercise of              -                     424,000                                                         424,000
   options

Translation adjustment               -            -              -         (4,493)            -         -            -      (4,493)

    Net income                       -            -              -              -    1,124,817          -            -   1,124,817
                          ------------     --------   ------------       --------    ---------    -------    ---------   ----------

Balance - June 30, 1998     10,476,108       10,476      4,172,904         22,602    1,159,201     92,930    (287,717)   5,077,466
                          ------------     --------   ------------       --------    ---------    -------    ---------   ----------

Exercise of options            285,500          286        259,906              -            -     98,949    (371,971)    (111,779)

Tax benefit - exercise of
   options                           -            -        272,420              -            -          -            -     272,420

Shares issued to group of    1,000,000        1,000      1,922,552                                                       1,923,552
investors

Translation adjustment               -            -              -        (58,527)           -          -            -     (58,527)

    Net income                       -            -              -              -    1,975,737          -            -   1,975,737
                          ------------     --------   ------------       --------    ---------    -------    ---------   ----------
                                     -                           -                                      -            -

Balance-June 30, 1999       11,761,608       11,762      6,627,782        (35,925)   3,134,938    191,879    (659,688)   9,078,869
                          ------------     --------   ------------       --------    ---------    -------    ---------   ----------

Exercise of options            853,000          853        506,888              -            -      4,535     (15,813)     491,928

Tax benefit - exercise of            -            -
   options                                                 510,259              -            -                             510,259

Translation adjustment               -            -              -        (92,221)            -                       -    (92,221)

    Net income                                    -                             -    1,916,628                           1,916,628
                          ------------     --------   ------------       --------    ---------    -------    ---------   ----------
                                     -                           -                                      -            -

Balance-June 30, 2000       12,614,608     $ 12,615     $7,644,929    $  (128,146) $ 5,051,566    196,414   $(675,501) $11,905,463
                            ==========     ========     ==========    ===========  ===========    =======   ==========  ===========

                 See notes to consolidated financial statements.
</TABLE>


                                     F - 5
<PAGE>
<TABLE>

                          TOTAL RESEARCH CORPORATION AND SUBSIDIARIES
                             Consolidated Statements of Cash Flows
                                 For the Years Ended June 30,
<CAPTION>
                                                           2000            1999            1998
                                                           ----            ----            ----

<S>                                                        <C>             <C>           <C>
Net income                                                 $1,916,628      $1,975,737    $ 1,124,817

ADJUSTMENTS TO RECONCILE NET INCOME
 TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Depreciation                                                  859,853         776,371        588,937

Amortization                                                  346,358         343,250        237,844

Deferred income taxes                                         395,436          10,100        (93,320)
Minority interest in income of subsidiaries                    34,775
CHANGES IN OPERATING ASSETS AND LIABILITIES
   Accounts receivable                                    (3,305,506)        (616,654)    (1,349,949)
   Costs and estimated earnings in excess of
billings on uncompleted contracts                              77,895      (2,047,005)        39,587
   Prepaid expenses and other current assets              (1,996,791)         130,114       (147,591)
   Other assets                                              (85,490)        (463,103)         5,845
   Accounts payable                                           556,214         652,857      1,279,154
   Accrued expenses and other current liabilities             802,906         678,878        187,830
   Billings in excess of costs and estimated
      earnings                                              2,826,708         (20,880)      (492,827)
   Income taxes payable                                     (239,473)         420,888        126,697
   Other long-term liabilities                              (396,870)         232,398        205,189
                                                     ------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                   1,792,643       2,072,951      1,712,213
                                                     ------------------------------------------------
Cash flows from investing activities
Purchases of equipment and lease improvements             (2,509,061)     (1,274,609)      (383,221)
Acquisition of Romtec, net of cash acquired               (2,557,230)
                                                     ------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                     (5,066,290)     (1,274,609)      (383,221)
                                                     ------------------------------------------------

Cash flows from financing activities
Payments on bank borrowings                                 (398,693)         282,027      (214,575)
Payments under capital leases                                 70,873
Proceeds from bank borrowing                               4,200,000
Proceeds from issuance of common stock                       717,064        2,084,194       309,073
Purchase of treasury stock                                   285,123
                                                     ------------------------------------------------
Net cash provided by financing activities                  4,874,367        2,366,221        94,498
                                                     ------------------------------------------------

Effect of foreign exchange rate changes on cash              (92,221)         (58,527)       (4,493)
                                                     ------------------------------------------------

NET INCREASE IN CASH AND CASH
    EQUIVALENTS                                             1,508,499       3,106,036      1,418,997

Cash and cash equivalents - beginning of year               5,203,383       2,097,347        678,350

                                                     ------------------------------------------------
Cash and cash equivalents  - end of year                 $  6,711,882      $5,203,383    $ 2,097,347
                                                     ================================================

Supplemental disclosures of cash flow information
Income taxes paid                                        $  1,976,378       $ 493,310      $  54,750
Interest paid                                            $     80,309       $  43,789      $  17,759

Supplemental disclosure of non-cash financing
activity
Exchange of common stock as payment for  exercised        $    15,813       $ 371,971     $  287,717
stock options
Romtec seller notes                                       $ 3,057,477              --             --

                 See notes to consolidated financial statements.
</TABLE>


                                      F-6
<PAGE>

                   TOTAL RESEARCH CORPORATION AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements

NOTE 1 - THE COMPANY
         -----------
         The Company  performs  marketing  research and  marketing  services for
various  Fortune 100 companies in a broad spectrum of  industries.  For the year
ended June 30, 2000,  one customer  accounted  for 21% of total  revenues of the
Company.  No  single  customer  accounted  for more  than  10% of the  Company's
revenues and 10 percent of accounts  receivable in the years ended June 30, 1999
and 1998.

         The  Company  services  these  clients  through its U.S.  locations  in
Princeton,  NJ; Minneapolis,  MN; Tampa, FL; and its overseas location,  London,
England.

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           ------------------------------------------

REVENUE RECOGNITION
-------------------

         The Company  employs the percentage of completion  method of accounting
to report its  revenues  on its  single-client  studies,  while on  multi-client
studies it  recognizes  revenues  when the results are delivered to its clients.
Clients are  generally  billed in  accordance  with the terms of the  applicable
contracts,  which are not  necessarily  indicative of the stage of completion of
the project.

         For single-client  studies, the stage of completion and earned revenues
are determined for each project for the applicable  period.  The amount by which
the work completed  exceeds billings to clients is carried as a current asset on
the Company's  balance  sheet and is shown as "costs and  estimated  earnings in
excess of  billings"  on  uncompleted  contracts.  Where  billings  exceed  work
completed,  the amounts are carried on the Company's  balance sheet as a current
liability and are shown as "billings in excess of costs and estimated earnings."

PRINCIPLES OF CONSOLIDATION
---------------------------

         The  consolidated  financial  statements  include  the  accounts of the
Company and its  subsidiaries  after  elimination of  intercompany  accounts and
transactions.

USE OF ESTIMATES
----------------

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

CASH AND CASH EQUIVALENTS
-------------------------

         For the  purpose  of the  statement  of cash  flows,  cash  equivalents
include  certificates  of deposit and all highly  liquid debt  instruments  with
original maturities of three months or less.

FIXED ASSETS
------------

         Fixed  assets are stated at cost.  Depreciation  is computed  using the
straight-line  method over the estimated useful lives of the assets: three years
for transportation  equipment and software development and five to ten years for
office equipment and furnishings.  Leasehold improvements are amortized over the
shorter of the economic lives or the underlying lease term.



                                      F-7
<PAGE>

DEFERRED RENT
-------------

         The excess of lease payments on a  straight-line  basis over the actual
monthly  payments is recorded as  deferred  rent,  which will  reverse in future
periods.  Included in other long-term  assets is deferred rent of  approximately
$9,550,  at June 30, 2000.  Included in other long-term  liabilities is deferred
rent  of  approximately  $25,500  and  $484,000,  at June  30,  2000  and  1999,
respectively.

GOODWILL
--------

         Goodwill  has been  recorded in relation to the excess of the  purchase
price  over the fair  values of the  identified  assets  acquired.  The  Company
amortizes  goodwill over 25 years.  The carrying  value of goodwill is evaluated
periodically in relation to the operating  performance  and future  undiscounted
net cash  flows  of the  underlying  business.  Investment  adjustments  will be
recorded if the sum of expected  future net cash flows is less than the carrying
amount of the goodwill.

INCOME TAXES
------------

         The provision for income taxes  includes  Federal,  foreign,  state and
local income taxes currently  payable and receivable and those deferred  because
of temporary differences between the financial statement and tax basis of assets
and liabilities.  The unremitted earnings of the Company's foreign  subsidiaries
are considered to be permanently  reinvested and are not expected to be remitted
to the parent company. Calculation of any possible future tax liabilities is not
practical.

IMPAIRMENT OF LONG-LIVED ASSETS
-------------------------------

         The Company  records  impairment  losses on  long-lived  assets used in
operations  or expected to be disposed  when events and  circumstances  indicate
that the assets might be impaired and the  undiscounted  cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.

STOCK-BASED COMPENSATION
------------------------

         As permitted by FASB  Statement  No. 123,  Accounting  for  Stock-Based
Compensation,  the  Company  has elected to follow  Accounting  Principal  Board
Opinion No. 25,  Accounting  for Stock Issued to Employees  (APB 25) and related
interpretations  in accounting for its employee  option plans.  Under APB 25, no
compensation  expense is  recognized at the time of option grant if the exercise
price of the Company's  employee  stock option equals or exceeds the fair market
value of the underlying common stock on the date of grant.

EARNINGS PER SHARE
------------------

         Basic and diluted  earnings per share are calculated in accordance with
Financial  Accounting  Standards Board Statement No. 128,  "Earnings Per Share".
All earnings per share  amounts for all periods have been  presented,  and where
appropriate, restated to conform to the Statement No. 128 requirements.

FOREIGN CURRENCY TRANSLATION
----------------------------

         Assets  and  liabilities  of  foreign  subsidiaries,  all of which  are
located in Europe,  have been  translated at current  exchange rates and related
revenues  and  expenses  have been  translated  at average  rates of exchange in
effect during the year. Resulting cumulative  translation  adjustments have been
recorded within other comprehensive income in accordance with FASB Statement No.
130 "Reporting Comprehensive Income".

Comprehensive income for the years ended June 30 consisted of:

<TABLE>
<CAPTION>
                                           2000                         1999                         1998
                                           ----                         ----                         ----
<S>                                      <C>                            <C>                        <C>
Net income                               $1,916,628                     $1,975,737                 $1,124,817
Translation adjustment                     (92,221)                       (58,527)                    (4,493)
                                --------------------------------------------------------------------------------------
Comprehensive Income                     $1,824,407                     $1,917,210                 $1,120,324
                                ======================================================================================
</TABLE>

                                      F-8
<PAGE>

NOTE 3.  ACQUISITION
         -----------

         In  May of  2000,  the  Company  acquired  Romtec  Plc  and  Subsidiary
("Romtec"),  a European  Internet research and marketing  services company.  The
total  acquisition  price  consisted of cash and notes amounting to a maximum of
$7.2 million. The excess of the purchase price and direct acquisition costs over
the  fair  value  of  the  net  assets   acquired  was   calculated  as  follows
(approximately):

                  Cash paid at closing               $4,100,000
                  Notes due to Seller (See Note 6)    3,100,000
                           Total Purchase Price                 $7,200,000
                  Fair value of net assets acquired              1,800,000
                                                                 ---------
                  Excess purchase price                          5,400,000
                  Direct acquisition costs                         200,000
                                                               -----------
                  Total goodwill                                 5,600,000
                                                               ===========

         The acquisition was accounted for as a purchase,  and the operations of
Romtec are included in the accompanying  consolidated  statements of income from
the purchase date through June 30, 2000.  The purchase  price has been allocated
to the assets acquired and liabilities  assumed based on their fair values as of
the acquisition date. Romtec plc has a 51% ownership interest in its subsidiary,
Romtec gfk. The remaining 49% ownership  interest is owned by an unrelated third
party. The total amount of goodwill is being amortized on a straight-line  basis
over 25 years.  In  addition,  the  acquisition  was  completed  through a newly
formed, wholly-owned subsidiary, TRC Holdings, Inc.

         The  following  table  presents the  unaudited  pro forma  consolidated
results of operations for the years ended June 30, 2000 and 1999 as if the above
acquisition had occurred on July 1, 1998:

                                                    UNAUDITED
                                                    ---------
                                         2000                 1999
                                         ----                 ----
Sales                                   $56,741,000     $48,563,000
Net income                                2,118,000       2,035,000
Basic net income per share                 0.17               0.18
Diluted net income per share               0.16               0.16

         The pro forma amounts  reflect  amortization  of the excess of purchase
price over the net assets  acquired  and the related  tax effect.  The pro forma
results are not  necessarily  indicative of the results of operations that would
have  occurred had the  acquisition  taken place at the  beginning of the period
presented  nor are they  intended to be  indicative of results that may occur in
the future.

NOTE 4 -          CONCENTRATION OF CASH BALANCE
                  -----------------------------

         At June 30, 2000, a cash balance of  $4,966,788 is maintained in a bank
account  insured by the  Federal  Deposit  Insurance  Corporation  (FDIC).  This
balance exceeds the insured amount of $100,000.



                                      F-9
<PAGE>

NOTE 5 -          FIXED ASSETS
                  ------------

Fixed assets consist of the following:
                                                           June 30,
                                               2000                  1999

  Office equipment and fixtures              $ 7,983,218         $ 6,421,768
  Software development                           894,111
  Leasehold improvements                         956,935             741,113
                                           -------------         -----------
                                               9,834,264           7,162,881
  Less: accumulated depreciation and
    amortization                               5,575,904           4,553,729
                                           --------------        -----------
                                             $ 4,258,360          $2,609,152
                                           ==============        ===========

Depreciation  expense  for the  years  ended  June 30,  2000,  1999 and 1998 was
approximately  $860,000,  $692,000  and  $585,000,  respectively.   Amortization
expense  for the years  ended  June 30,  2000,  1999 and 1998 was  approximately
$229,000, $84,000 and $4,000, respectively.

NOTE  6 -  DEBT
           ----

Long-term debt consists of the following:

                                                     June 30
                                        2000              1999
                                        ----              ----

Summit Bank credit agreement
    Facility "A"                      $3,383,334
    Facility "B"                         700,000
Bank overdraft facility                                   $282,027
Note payable - Romtec acquisition      3,057,477
                                    ------------           -------
                                       7,140,811           282,027
Less current portion                   3,438,318           282,027
                                    ------------           -------
Long-term portion of debt             $3,702,493          $     -
                                    ============           =======

Maturities of debt are as follows:

Years ending June 30
--------------------

     2001                                       $3,438,318
     2002                                        1,719,159
     2003                                          700,000
     2004                                          700,000
     2005                                          583,334
                                               -----------
                                 Total          $7,140,811

         The  Company  has a credit  agreement  with  Summit  Bank,  located  in
Princeton,  NJ. The credit  agreement  consists of two facilities with aggregate
borrowing availability of up to $10 million. Facility "A" is a term loan and was
designated for the acquisition of Romtec (acquired May 12, 2000), a wholly owned
subsidiary  of the  Company,  and is capped  at  $3,500,000.  Monthly  principal
payments,  plus interest,  amount to $58,333  through the maturity date of March
31, 2005. Facility "B" is a line of credit and is designated for working capital
purposes,  and is capped at the difference  between $10 million less the balance
of Facility "A". The interest rate for the entire credit agreement is

                                      F-10
<PAGE>

NOTE  6 -                  DEBT (cont'd)
                           ----

prime plus one-half  percent.  The prime rate as of June 30, 2000 was 9.0%. This
credit agreement is scheduled to expire on March 31, 2005.

         As of June  30,  2000,  the  Company  was in  compliance  with  all the
financial covenants.

         In   addition,   the   Company  has  a  bank   overdraft   facility  of
(pound)400,000  (approximately  $607,320 U.S.  dollars) with Barclays  Bank, its
London bank. The borrowings are charged at a rate of 3 percent above the UK base
Rate.  At June 30, 2000 and 1999,  borrowings  were  approximately  (pound)0 and
(pound)178,917  (approximately  $280,000 U.S.  dollars)  against this  overdraft
facility.

         In connection  with the acquisition of Romtec as defined in Note 3, the
Company has a note payable to the Seller in the total amount of  $3,057,477.  Of
this  amount,  $2,038,318  is a  guaranteed  payment  to be  made  on the  first
anniversary of the acquisition.  This amount has been classified as current. The
remaining  amount of $1,019,159 is to be made on the second  anniversary  of the
acquisition and may be adjusted should Romtec fall short of specified  operating
targets. The Company believes such operating targets will be met.

NOTE  7 -                  COMMITMENTS AND CONTINGENCIES
                           -----------------------------

OPERATING LEASES
----------------

The Company is committed under various leases for office space. In addition, the
Company subleases a portion of its office premises.  Approximate  future minimum
rental payments and sublease rentals under non-cancelable leases are as follows:

                                         For the Years Ending
                                             June 30,
                           Rental             Sublease
                          Payments            Rentals              Net
                          --------            -------              ---

2001                      2,132,351                            1,759,306
                                              373,045
2002                      2,152,173                            1,763,222
                                              388,951
2003                      1,885,634                            1,644,547
                                              241,087
2004                      1,781,023                            1,781,023
2005                      1,506,048                            1,506,048
Thereafter                1,170,681                            1,170,681
                       ----------------     -------------      -------------
Total minimum
Payments required       $10,627,910           $1,003,083      $9,624,827
                       ================     =============      =============

In addition to the above minimum  rentals,  the leases are subject to escalation
clauses  covering  increases in real estate taxes and  operating  costs over the
base year.  The leases  provide for renewal  options for periods from two to ten
years.  Net rental expense charged to operations was  approximately  $1,732,000,
$1,178,000  and  $1,130,000  for the fiscal years ended June 30, 2000,  1999 and
1998, respectively.

EMPLOYMENT AGREEMENTS
---------------------

The  Company  has  entered  into  employment   agreements  with  key  management
personnel.  These  agreements  expire at different  times through June 30, 2001.
They contain  provisions  for future base salaries  through this date that total
$907,000.  There is also a bonus  arrangement  for up to 20  percent of the base
salary if individual goals are met. In addition, key management will be eligible
for an excess bonus if such goals are exceeded.

On July 1, 1998,  the  Company  entered  into an  employment  agreement  with an
officer of the Company, providing, among other things, for the employment by the
Company  of the  officer  for a term  of  three  years,  effective  immediately.
Included  in other  assets  as of June  30,  2000 is a  non-collateralized  loan
receivable,  with  interest  at the IRS rate of 7% at June 30,  2000,  from this
officer amounting to $300,000 which is due June 30, 2001.

                                      F-11
<PAGE>

NOTE  7 -                  COMMITMENTS AND CONTINGENCIES (cont'd)
                           -----------------------------

In fiscal 1998 the Company entered into an employment  transition agreement with
the former Chairman of the Board and Chief Executive Officer,  who now holds the
position  of Chairman  Emeritus  and  retains a seat on the  Company's  Board of
Directors.  The  agreement  ends on June  30,  2001  and sets  forth  the  total
compensation  of $723,000 and is included in the income  statement as an unusual
cost.

In addition,  in fiscal 1999 the Company entered into transition agreements with
two former  employees and directors of the Company.  The  agreements end on June
30, 2001 and provide for total  compensation  of $320,000 and is included in the
income statement as an unusual cost.

NOTE 8 -                   INCOME TAXES
                           ------------

Deferred tax attributes  resulting from differences between financial accounting
amounts and tax basis of assets and liabilities at June 30 are as follows:

       Current assets and (liabilities)              2000            1999
                                                     ----            ----

       Allowance for doubtful accounts                 $ 38,351       $ 43,000
       Accrued vacation                                 190,931        148,000
       Retirement plans                                       -         83,000
       Accrued expenses                                  32,626         26,000
       Other                                           (10,948)         30,000
                                                -------------------------------
       Total current deferred tax asset                $250,960       $330,000
                                                ===============================

       Non-current assets and (liabilities)
       Depreciation                                  $(253,302)     $(198,000)
       Deferred rental obligation                       (6,339)        172,000
       Capitalized market research products              64,917         84,000
       Transition agreement                             129,044        212,000
       Other                                             13,284        (6,000)
                                                -------------------------------
       Total non-current deferred tax asset
       (liability)                                     $(52,396)       $264,000
                                                ===============================

The Company has a history of operating  earnings.  Although  recognition  is not
assured,  management  has  determined  that the future  operating  income of the
Company will more likely than not be  sufficient  to  recognize  fully these net
deferred tax assets. As a result,  no valuation  allowance has been provided for
either year.

The  sources  of income  before  income  taxes for the year  ended June 30 is as
follows:

                            2000           1999          1998
                            ----           ----          ----
 United States            $  2,398,620   $ 2,422,613   $ 1,144,775
 United Kingdom                707,444       797,944       740,492
                      ---------------------------------------------
 Total                    $  3,106,064   $ 3,220,557   $ 1,885,267
                      =============================================

                                      F-12
<PAGE>

The components of the provision for income taxes for the years ended June 30 are
as follows:

   Current expense
                                     2000            1999          1998
                                     ----            ----          ----
   Federal                            $ 469,762     $  866,768    $ 601,320
   State                                135,427        138,095            -
   United Kingdom                       188,811        229,886      252,450
                                --------------------------------------------
                                        794,000      1,234,749      853,770
   Deferred expense (benefit)
   Federal                              310,424         10,071     (93,320)
   State                                 71,264
   Foreign                               13,748
                                --------------------------------------------
                                     $1,189,436     $1,244,820    $760,450
                                ============================================


Reconciliation of the tax provision  computed at the U.S.  statutory tax rate to
the income tax provided for the years ended June 30 is as follows:

                                          2000            1999          1998
                                          ----            ----          ----

 Computed provision at the statutory rate $1,056,052    $ 1,055,508    $ 641,000
 Permanent differences                        13,013         39,967       33,000
 International rate differences             (25,528)         12,707          450
 State income tax, net                       136,416        136,638       69,000
 Other                                         9,483                      17,000
                                          --------------------------------------
 Income tax provision                     $1,189,436    $ 1,244,820    $ 760,450
                                          ======================================

Included in other assets at June 30, 2000 are prepaid taxes of $1,504,000.

NOTE  9 -                  EMPLOYEE BENEFITS AND DEFERRED COMPENSATION
                           -------------------------------------------

The  Company  maintains  a  401(k)  Savings  Plan  for  the  benefit  of all its
employees.  The  401(k)  Savings  Plan  is  funded  through  the  Company's  and
participating employees' contributions and generally provides that employees may
contribute,  through payroll  reductions,  from 1% to 15% of their compensation.
The Company has, in the past, made a matching contribution in an amount equal to
50% of  each  participating  employee's  elective  contribution  up to 6% of the
participating   employee's   compensation.   Company  contributions  charged  to
operating expense were approximately $498,000,  $205,000 and $195,000 for fiscal
years ended June 30, 2000, 1999 and 1998, respectively.

NOTE  10 -                 ACCRUED EXPENSES
                           ----------------

The following is a summary of the items that  comprise the accrued  expenses and
other current liabilities at June 30:

                                                 2000           1999
                                                 ----           ----

  Bonus and other payroll accruals                2,050,756     1,966,181
  Vacation accrual                                  480,426       392,568
  Accrued project direct costs                    1,232,784       200,000
  Accrued transition agreements                     324,704       737,613
  Other                                             227,174       216,576
                                           -------------------------------
                                                $ 4,315,844   $ 3,512,938
                                           ===============================

                                      F-13
<PAGE>

NOTE  11 -        STOCK OPTION PLANS
                  ------------------

The Company has elected to apply  Accounting  Principles  Board  Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related  interpretations
in  accounting  for its  employee  stock  options as permitted  under  Financial
Accounting   Standards   Statement   No.  123,   "Accounting   for   Stock-Based
Compensation,"  (SFAS  123) the fair  value  alternative  method.  Under APB 25,
because the exercise  price of the Company's  employee  stock options equals the
market  price of the  underlying  stock on the date of  grant,  no  compensation
expense is  recognized.  Under SFAS 123,  the Company will provide pro forma net
income and pro forma earnings per share.

The  Company's  1986 Stock  Option Plan has  authorized  the grant of options to
personnel for up to 1,800,000  shares of the Company's  common stock.  Under the
Plan,  options may be granted at not less than fair market  value on the date of
grant (85% of fair market value with respect to non-qualified options).  Options
granted  under the plan  become  exercisable  immediately  and expire five years
after the date of grant  (five years and one day with  respect to  non-qualified
options).  On April 16, 1996 the Company  adopted the 1995 Stock  Incentive Plan
and froze the 1986 Stock Option Plan.

The 1995 Stock Incentive Plan authorizes the Company to issue 2,500,000  options
to existing and future  Officers,  Directors,  Employees and  Consultants of the
Company.   Incentive  Stock  Options  or  Non-Statutory   Stock  Options  become
exercisable  immediately  and may be issued for a term of no more than ten years
from the date of grant, at an option price not less than 100% of the fair market
value of the  Company's  common  stock at the date of grant.  In  addition,  any
non-employee  director  and/or  advisory board  director shall be  automatically
granted an option to purchase  10,000  shares of common stock for each year that
such person serves as a director.  However,  such options shall vest 33-1/3% for
each twelve months of continuous service until fully vested.

Pro forma information regarding net income and earnings per share is required by
SFAS  123 and has  been  determined  as if the  Company  had  accounted  for its
employee stock options under the fair value method of that  Statement.  The fair
value for all options was estimated at the date of grant using the Black-Scholes
option "pricing model with the following  weighted-average  assumptions for June
30, 2000, 1999 and 1998, respectively:  risk-free interest rates of 5.68%, 5.20%
and 5.72%;  dividend yields of 0%, 0% and 0%; volatility factors of the expected
market price of the Company's  common stock of .78 , .76 and .75; and a weighted
average expected life of the option of 7 years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

                                                          June 30,
                                     2000            1999                1998
                                     ----            ----                ----
Pro forma net income               $1,340,972      $1,640,445        $ 817,563

Pro forma income per share
                     Basic               0.11            0.14             0.08
                     Diluted             0.10            0.13             0.07

Pro forma compensation expense arising from stock options was $575,656, $335,292
and $512,090 for the years ended June 30, 2000, 1999 and 1998, respectively.


                                      F-14
<PAGE>


NOTE  11 -        STOCK OPTION PLANS (CONT'D)

A summary of the Company's stock option  activity,  and related  information for
the years ended June 30, follows:

<TABLE>
<CAPTION>
                                     2000                            1999                            1998
                        ------------------------------- ------------------------------- -------------------------------
                                         Weighted -                      Weighted -                      Weighted -
                           Options         Average        Options         Average         Options         Average
                            (000)      Exercise Price      (000)       Exercise Price      (000)       Exercise Price
                            -----      --------------      -----       --------------      -----       --------------

<S>                           <C>              <C>            <C>               <C>            <C>               <C>
Outstanding          -
Beginning of Year             4,144            $1.56          3,001             $ 1.04         3,123             $0.78
   Granted                        -                -          1,429               2.50           330              2.38
   Exercised                  (853)           (0.96)          (286)             (1.07)         (431)            (0.43)
   Forfeited                      0                0              0                  0          (21)            (0.86)
                                  -                -              -                  -          ----            ------
Outstanding  - end  of
year                          3,291            $1.76          4,144              $1.56         3,001             $1.04
                              =====            =====          =====              =====         =====             =====
Exercisable  - end  of
year                          1,929            $1.37            876              $1.85         1,209             $1.32


Weighted-average fair
value of options granted
 during the year:                                  -                             $1.61                           $1.55
</TABLE>

Following is a summary of the status of stock  options  outstanding  at June 30,
2000:

<TABLE>
                                                Outstanding Options                     Exercisable Options
                                                -------------------                     -------------------
<CAPTION>
                                             Weighted             Weighted                              Weighted
                                               Average          Average                                  Average
 Exercise Price                              Remaining        Exercise Price                          Exercise Price
    Range                     Number      Contractual Life                               Number
----------------------- ---------------- ------------------- ------------------ ------------------- ---------------------
<S>                         <C>               <C>                   <C>              <C>                     <C>
$  .00 - $  .99             1,165,000         1.3 years             $0.80            1,076,000               $0.81
$1.00 - $1.99                 262,000         1.3 years             $1.09              252,000               $1.10
$2.00 - $2.99               1,764,000         7.8 years             $2.38              568,000               $2.42
$3.00 - $3.99                 100,000         8.9 years             $3.81               33,000               $3.81
</TABLE>

The Company  received  4,535,  98,949 and 92,300  shares of its own Common Stock
with a fair market value of $15,813,  $371,971 and $287,717 in  connection  with
the exercise of certain stock options  during fiscal years 2000,  1999 and 1998,
respectively.

NOTE 12  -        GEOGRAPHIC SEGMENT INFORMATION
                  ------------------------------

The Company identifies its segments based on the Company's  geographic locations
and  industries  in which the Company  operates.  The Company  currently has two
reportable  segments:  US Market Research and UK Market Research.  There were no
significant   inter-segment  events  which  materially  affected  the  financial
statements.  The Company  measures segment profits based on income before income
taxes. Information on segments and reconciliation to consolidated totals for the
years ended June 30 (in thousands) are as follows:


                                      F-15
<PAGE>


NOTE 12  - GEOGRAPHIC SEGMENT INFORMATION (cont'd)
           ---------------------------------------

           Year ended June 30, 2000:        US Market  UK Market       Total
                                             Research   Research      Segments

           Revenues                          $34,523   $  16,233     $ 50,756

           Depreciation and amortization         967         239        1,206

           Operating income                    2,116         873        2,989

           Interest income (expense)             228         (76)         152

           Income before income taxes          2,344         762        3,106

           Total assets                       25,578       9,541       35,119

           Capital expenditures                1,543         966         2509

           Year ended June 30, 1999:

           Revenues                          $28,990   $  12,572    $  41,562

           Depreciation and amortization         902         218        1,120

           Unusual charge                        320           -          320

           Operating income                    1,715         842        2,990

           Interest income (expense)             274         (44)         230

           Income before income taxes          2,423         798        3,221

           Total assets                       14,783       6,934       21,717

           Capital expenditures                  414         861        1,275

           Year ended June 30, 1998:

           Revenues                          $23,319   $  10,738    $  34,057

           Depreciation and amortization         639         188          827

           Unusual charge                        723           -          723

           Operating income                      980         845        1,825

           Interest income (expense)             124        (104)          20

           Other Income                           40           -           40

           Income before income taxes          1,145          740        1,885

           Total assets                        9,718        5,751       15,469

           Capital expenditures                  110          273          383

NOTE 13 -         STOCKHOLDERS' EQUITY
                  --------------------

         On July 1,  1998,  the  Company  closed an  agreement  with a number of
investors,  pursuant to which,  among other things,  the Investors  purchased an
aggregate of 1,000,000  shares of the Company's Common Stock at a price of $2.25
per share,  and the  Company  issued  options,  exercisable  at any time  within
five(5)  years from the  issuance  thereof,  to purchase an aggregate of 250,000
shares of the Company's Common Stock at an exercise price of $2.25 per share.

         The Purchase Agreement includes a provision whereby the Investors will,
on a best efforts  basis,  assist the Company in obtaining up  to $25,000,000 in
debt or equity  financing for  acquisitions  or other  projects  approved by the
Board of Directors of the Company.

         On June 30,  1999,  the  Company's  Board of Directors  authorized  the
Company to  repurchase  from time to time over the next two years in open market
transactions  or  otherwise  up to one million  shares of the  Company's  common
stock.  For the year ended June 30,  2000,  the Company has  repurchased  76,250
shares at a cost of $285,000, which were immediately retired.


                                      F-16
<PAGE>

NOTE 14 -         IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
                  ----------------------------------------------

         In March 1998, the American  Institute of Certified Public  Accountants
issued  Statement of Position  98-1 (SOP "98-1"),  "Accounting  for the Costs of
Computer Software  Developed or Obtained for Internal Use." SOP 98-1 establishes
standards  for  recording  the costs of  software  for  internal  use.  SOP 98-1
indicated that certain costs incurred in the development or purchase of software
designated for internal use should be capitalized.  All other  associated  costs
should be  expensed.  The Company has adopted SOP 98-1 in fiscal year ended June
30,  2000.  Adoption  of this  statement  has not had a  material  effect on the
Company's financial position or results of operations.

         In June 1998,  the FASB issued  SFAS 133,  "Accounting  for  Derivative
Instruments and Hedging Activities". This Statement requires companies to record
derivatives  on the  balance  sheet as assets or  liabilities,  measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted  for  depending on the use of the  derivative  and whether it
qualifies  for hedge  accounting.  SFAS 133 will be effective  for the Company's
fiscal year ending June 30, 2001.  Management  believes that this Statement will
not have a significant impact on the Company.

         In December 1999, the Securities and Exchange  Commission  staff issued
Staff  Accounting  Bulletin  (SAB) No.  101  Revenue  Recognition  in  Financial
Statements.  The SAB  spells  out four  basic  criteria  that must be met before
registrants an record revenue.  In addition,  the SAB also provides  guidance on
the disclosures  (both in footnotes and in Management's  Discussion and Analysis
of Financial Condition and Results of Operatoins)  registrants should make about
their  revenue  recognition  policies  and the  impact of events  and  trends on
revenue.  The SAB  states  that  all  registrants  are  expected  to  apply  the
accounting  and  disclosures  described  in it no later than the  fourth  fiscal
quarter of the fiscal year  beginning  after  December 15, 1999.  Management  is
currently  evaluating  the  impact  of SAB No.  101 on the  Company's  financial
condition and results of operations.

NOTE 15 -         QUARTERLY RESULTS OF OPERATIONS
                  -------------------------------

The following table presents summarized quarterly results for 2000:

                                               (unaudited)
                       -------------  ------------ ---------------- ------------
                          First        Second           Third           Fourth
                       -------------  ------------ ---------------- ------------
Revenues                    $13,791     $12,112          $10,273         $14,580
Gross profit                  6,860       5,222(1)         5,344           8,302
Net income                      625         646              413             233
Basic net income per
   share                        .05         .05              .03             .03
Diluted net income per
   share                        .05         .05              .03             .03

(1)  Gross profit was reduced by two multi-million dollar projects that included
     a large amount of data collection and processing costs.

The following table presents summarized quarterly results for 1999:

                                              (unaudited)
                      ------------- --------------- -------------- -------------
                         First          Second         Third         Fourth
                      ------------- --------------- -------------- -------------
Revenues                   $10,069          $9,626         $9,969       $11,898
Gross profit                 5,116           4,713          5,158         6,125
Net income                     521             539            511           405
Basic net income per           .05             .05            .04           .03
   share
Diluted net income per         .04             .04            .04           .04
   share




                                      F-17
<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15 (d) of the Exchange  Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:   _________________________



                                            TOTAL RESEARCH CORPORATION


                                            By:/s/Albert Angrisani
                                               ---------------------------------
                                               Albert Angrisani, Chief Executive
                                               Officer

In  accordance  with Section 13 or 15 (d) of the Exchange  Act,  this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.

                                            TOTAL RESEARCH CORPORATION

Dated:   September 28, 2000                 By:/s/David Brodsky
                                               ---------------------------------
                                               DAVID BRODSKY, Chairman of the
                                               Board of Directors

Dated:   September 28, 2000                 By:/s/Albert Angrisani
                                               ---------------------------------
                                               ALBERT ANGRISANI, Chief Executive
                                               Officer (principal executive
                                               officer), Director

Dated:   September 28, 2000                 By:/s/Matthew Kirby
                                               ---------------------------------
                                               MATTHEW KIRBY, Acting Chief
                                               Financial Officer and Acting
                                               Chief Accounting Officer

Dated:   September 28, 2000                 By:/s/Howard Shecter
                                               ---------------------------------
                                               HOWARD SHECTER, Director

Dated:   September 28, 2000                 By:/s/George Lindemann
                                               ---------------------------------
                                               GEORGE LINDEMANN, Director

Dated:   September 28, 2000                 By:/s/Jack Freeman
                                               ---------------------------------
                                               JACK FREEMAN, Director

Dated:   September 28, 2000                 By:/s/J. Edward Shrawder
                                               ---------------------------------
                                               J. EDWARD SHRAWDER, Director

Dated:   September 28, 2000                 By:/s/Lorin Zissman
                                               ---------------------------------
                                               LORIN ZISSMAN, Director


<PAGE>



                 Schedule II - Valuation and Qualifying Accounts
                   TOTAL RESEARCH CORPORATION AND SUBSIDIARIES

Rule 12-09.    Valuation and Qualifying Accounts

                             Balance at Charged to
                             Beginning  Costs and      Deductions  Balance at
Description                  of Period  Expenses, net  Describe    End of period
-----------                  ---------  -------------  --------    -------------

YEAR ENDED JUNE 30, 2000:

Allowance for uncollectible
  accounts                    $110,000  $  85,340     $ 13,000(1)       $182,340

YEAR ENDED JUNE 30, 1999:

Allowance for uncollectible
  accounts                    $110,000          -               -       $110,000

YEAR ENDED JUNE 30, 1998:

Allowance for uncollectible
  accounts                    $110,000          -               -       $110,000


(1) Write offs of fully reserved bad debts.









                                      S-1