SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  FORM 10-KSB/A
                         AMENDMENT NO. 1 TO FORM 10-KSB

[X]  Annual Report Under Section 13 or 15 (d) of the Securities Exchange Act
     of 1934.  For the Fiscal Year Ended June 30, 1998.

[ ]  Transition  Period  Under  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
                 (Name of Small Business Issuer in Its Charter)


              Delaware                                  22-2072212
-----------------------------------------   ------------------------------------
     (State or other jurisdiction           (IRS Employer Identification Number)
   of incorporation or organization)


                           Princeton Corporate Center
                               5 Independence Way
                        Princeton, New Jersey 08543-5305
                    (Address of Principal Executive Offices)

Issuer's Telephone Number, Including Area Code:  (609) 520-9100


Securities registered pursuant to Section 12(b) of the Exchange Act:  None

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

The issuer's revenues for the fiscal year ended June 30, 1998, were $34,057,084.

The aggregate  market value of the voting and non-voting  stock common equity of
the registrant held by  non-affiliates as of October 27, 1998, was approximately
$18,000,000  based on the average bid and asked prices for such common equity as
reported on the Nasdaq SmallCap Market.

The number of shares of Common Stock  outstanding  as of October 27,  1998,  was
11,406,299.

DOCUMENTS INCORPORATED BY REFERENCE: None.


<PAGE>

                                 Amendment No. 1
                           to the Form 10-KSB filed by
                Total Research Corporation on September 28, 1998


         The  following  items were  omitted from the Form 10-KSB filed by Total
Research  Corporation  on  September  28,  1998,  and such Form 10-KSB is hereby
amended to include Part III as hereinafter set forth:

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

         The following  table  provides  certain  information  as of October 27,
1998, about each of the Company's directors and executive officers.

<TABLE>
<CAPTION>
                                                       Director
                  Name                       Age         Since                       Position(s) with Company
                  ----                       ---         -----                       ------------------------
<S>                                          <C>          <C>        <C>
Albert Angrisani                              49          1994       President, Chief Executive Officer and Director
Lorin Zissman                                 68          1975       Chairman Emeritus of the Board of Directors
Eric Zissman                                  34           --        Chief Financial Officer and Treasurer
Richard G. Morrow, Jr.                        39           --        Vice President, Controller and Secretary
Roger Thomas                                  53          1994       President - Strategic Marketing Services and Director
Terri Flanagan                                37           --        President - Customer Loyalty Division
Patti Hoffman                                 49           --        President - U.S. Regional Offices Division
Mark Nissenfeld, Ph.D.                        41           --        President - Global Health Care Division
David Brodsky                                 61          1998       Chairman of the Board of Directors
Anthony Galli                                 71          1990       Director
George Lindemann                              62          1998       Director
Howard Shecter                                55          1998       Director
J. Edward Shrawder                            57          1993       Director
</TABLE>


                                       2

<PAGE>

         The business experience,  principal occupation,  employment and certain
other  information  concerning  each of the  Company's  directors  and executive
officers is set forth below.

         Albert  Angrisani has been President and Chief Executive  Officer since
July 1998.  From April 1998 to July 1998, Mr.  Angrisani was a consultant to the
Company and acted in a capacity  similar to that of a chief  executive  officer.
From  January  1993  to  April  1998,   Mr.   Angrisani  was  the  President  of
Princeton-Potomac  Management  Company,  a  consulting  and  financial  services
company.

         Lorin Zissman, the founder of the Company,  became Chairman Emeritus of
the Board of  Directors  in April 1998.  Mr.  Zissman  served as Chairman of the
Board of Directors and Chief Executive  Officer of the Company from its founding
in 1975 to April 1998.

         Eric  Zissman,  the son of  Lorin  Zissman,  has been  Chief  Financial
Officer and Treasurer of the Company since October 1996.  Mr. Zissman joined the
Company  in 1988 and served as Vice  President  -  Accounting  from June 1993 to
October 1996.

         Richard G. Morrow,  Jr., has been Vice  President and Controller of the
Company since July 1996. He became  Secretary of the Company in September  1997.
From  January  1993 to  April  1996,  Mr.  Morrow  was a  financial  analyst  at
Rhone-Poulenc-Rorer, an international pharmaceutical company.

         Roger Thomas has been the President of the Strategic Marketing Services
division of the Company  since July 1996.  He has been a director of the Company
since  November  1994.  From 1993 to  November  1994,  Mr.  Thomas was  Managing
Director of British Marketing  Services,  a United Kingdom market research firm.
From  November   1994  to  July  1996,   he  was  Managing   Director  of  Total
Research-Europe, the Company's European division.

         Terri Flanagan became President of the Customer Loyalty division of the
Company  in July 1996.  Ms.  Flanagan  joined the  Company in 1983 and served as
Senior Vice President from June 1993 to July 1996.

         Patti Hoffman has been President of U.S.  Regional  Offices division of
the Company since June 1996.  Ms. Hoffman joined the Company in February 1995 as
Vice  President-Human  Resources.  Prior  to  that  time,  Ms.  Hoffman  was  an
independent human resources consultant.

         Mark  Nissenfeld,  Ph.D.,  became  President of the Global  Health Care
division of the Company in July 1996. Dr.  Nissenfeld joined the Company in June
1993 as Research  Director of the  Company and  Managing  Director of the Global
Health Care division.

         David  Brodsky  has been  Chairman  of the  Board of  Directors  of the
Company since July 1998. Mr. Brodsky has been a private investor during the past
five years.


                                       3

<PAGE>

         Anthony  Galli has been a director of the Company  since  October 1990.
Mr.  Galli  has  been the  principal  of Galli  Associates,  a public  relations
consulting  firm,  since January 1997. Prior to that time, he was Vice President
and General  Manager of the New  Jersey/Delaware  office of Hill &  Knowlton,  a
public relations firm.

         George  Lindemann  became a director of the  Company in July 1998.  Mr.
Lindemann  has been  Chairman  of the Board of  Directors  and  Chief  Executive
Officer of Southern Union Company since February 1990. He has been President and
a director of Cellular Dynamics, Inc., the managing general partner of Activated
Communications  Limited Partnership,  a private investment  business,  since May
1982.

         Howard L.  Shecter has been a director of the Company  since July 1998.
Since 1973,  Mr.  Shecter has been a partner in the law firm of Morgan,  Lewis &
Bockius LLP. Mr. Shecter served as a managing partner of Morgan, Lewis & Bockius
LLP from 1979 to 1983 and was the  Chairman of the  Executive  Committee of that
firm in 1985. Mr. Shecter is also a director of Safeskin Corporation.

         J. Edward  Shrawder  became a director of the Company in November 1993.
He has been the Chief Financial Officer of Kent Research,  a marketing  research
firm located in Illinois, since 1993.


Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires  the  Company's  directors  and  executive  officers  and  persons  who
beneficially  own more than ten percent (10%) of the  Company's  Common Stock to
report their ownership of and  transactions in the Company's Common Stock to the
Securities and Exchange  Commission and the Nasdaq  SmallCap  Market.  Copies of
these  reports are also  required to be  supplied  to the  Company.  The Company
believes, based solely on a review of the copies of such reports received by the
Company,  that  during  fiscal  1998  all  applicable  Section  16(a)  reporting
requirements  were complied with, except for the late filing of a report on Form
4 for each of Lorin Zissman, Eric Zissman and Richard G. Morrow, Jr.


ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

         The following  table sets forth  compensation  earned,  whether paid or
deferred,  by the Company's chief executive officer,  its former chief executive
officer and its other five most highly compensated executive officers during the
fiscal year ended June 30, 1998 (collectively,  the "Named Executive Officers"),
for services  rendered in all  capacities to the Company during the fiscal years
ended June 30, 1996, 1997 and 1998.


                                       4

<PAGE>

<TABLE>
<CAPTION>
                                                                      Long-Term Compensation
                                                                              Awards   
                                              Annual Compensation           Securities                All Other
                                                                            Underlying               Compensation
Name and Principal Position      Year      Salary ($)      Bonus ($)         Options (#)                ($)
---------------------------      ----      ----------      ---------        -----------                ---
<S>                              <C>       <C>              <C>             <C>                     <C>
Albert Angrisani                 1998      175,000(2)       43,900                                      -
President and Chief              1997      120,000(2)       40,000          335,000(4)                  -
Executive Officer (1)            1996       41,925(2)       35,000            185,000                   -

Lorin Zissman                    1998        260,000        26,000               -                  67,598(5)
Chairman Emeritus(3)             1997        208,000        40,000               -                  35,950(5)
                                 1996        208,000           -                 -                  35,966(5)

Eric Zissman                     1998        120,000        32,900               -                  17,066(6)
Chief Financial Officer and      1997        100,000        40,000          250,000(4)               4,075(7)
Treasurer                        1996        74,000         25,000            50,000                 3,014(7)

Patti Hoffman                    1998        120,000        32,800                -                  4,140(7)
President - U.S. Regional        1997        100,000        40,000          250,000(4)               4,229(7)
Offices division                 1996        81,600         25,000            55,000                 1,478(7)

Mark Nissenfeld, Ph.D.           1998        120,000        32,000               -                   4,140(7)
President - Global               1997        110,000        40,000          250,000(4)               4,750(7)
Health Care division             1996        90,000         45,000            50,000                 4,206(7)

Terri Flanagan                   1998        120,000         6,000               -                   3,695(7)
President - Customer             1997        100,000        40,000          250,000(4)               4,218(7)
Loyalty division                 1996        100,000           -                 -                   2,990(7)

Roger Thomas                     1998        130,000        30,000               -                  20,426(8)
President - Strategic            1997        125,000        40,000          250,000(4)              13,175(9)
Marketing Services division      1996        120,000         7,875               -                  13,025(9)
</TABLE>
----------------------------
(1)  Mr. Angrisani formally assumed the  responsibilities of President and Chief
     Executive  Officer of the Company on July 1, 1998.  Prior to that time, Mr.
     Angrisani  was a consultant to Company and from April 1998 to July 1, 1998,
     he acted in a similar capacity to a chief executive officer.
(2)  Represents  fees paid to Mr.  Angrisani in his capacity as a consultant  to
     the Company.
(3)  Mr.  Zissman has been  Chairman  Emeritus  since April 1998.  Prior to that
     time,  Mr. Zissman  served as Chief  Executive  Officer and Chairman of the
     Board of Directors of the Company.
(4)  The Company  granted 250,000 stock options to each of Mr.  Angrisani,  Eric
     Zissman, Ms. Hoffman, Dr. Nissenfeld,  Ms. Flanagan and Mr. Thomas upon the
     execution of their respective employment agreements with the Company during
     fiscal 1997.  Such stock  options vest in June 1999,  provided that certain
     corporate performance goals are met.
(5)  Represents  premiums paid by the Company on a life insurance policy for the
     benefit of the estate of Mr.  Zissman and the  Company's  match on employee
     401(k)  contributions.  For fiscal  1998,  it also  represents  payment for
     accrued but unused vacation days.
(6)  Represents the Company's match on employee 401(k) contributions and payment
     for accrued but unused vacation days.
(7)  Represents the Company's match on employee 401(k) contributions.
(8)  Represents housing and automobile allowance paid to Mr. Thomas.
(9)  Represents automobile allowance paid to Mr. Thomas.


                                       5

<PAGE>

Option Grants

         The Company did not grant stock  options to any of the Named  Executive
Officers during the fiscal year ended June 30, 1998.

Aggregated Option Exercises and Year-End Option Values

         Shown below is  information  relating to the exercise of stock  options
during the fiscal  year ended June 30,  1998,  for each of the  Company's  Named
Executive Officers and the year-end value of unexercised options held by each of
the Named Executive Officers.


<TABLE>
<CAPTION>
                                                                Number of                    Value of
                                                               Securities                  Unexercised
                                                               Underlying                  in-the-money
                          Shares                               Unexercised                  Options at
                        Acquired on      Value             Options at Year-End         Fiscal Year-End (1)
        Name             Exercise       Realized      (Exercisable/Unexercisable)  (Exercisable/Unexercisable)
        ----             --------       --------      ---------------------------  ---------------------------
                            (#)           ($)                     (#)                          ($)
<S>                                                          <C>    <C>                  <C>    <C>      
Angrisani, Albert            -             -                 13,333/506,667              32,083/1,389,792
Flanagan, Theresa         25,000         28,125                 0/250,000                   0/703,125
Hoffman, Patti               -             -                 60,000/250,000              153,438/703,125
Nissenfeld, Mark             -             -                 50,000/250,000              131,250/703,125
Thomas, Roger                -             -                 50,000/250,000              148,435/703,125
Zissman, Eric              8,771         31,250              50,000/250,000              131,250/703,125
Zissman, Lorin            38,517        205,625                    0/0                         0/0
</TABLE>
-----------------------
1)   Market value of underlying shares of Common Stock,  based on the average of
     the  high  and low  sales  price  ($3.625),  on June 30,  1998,  minus  the
     aggregate exercise price.

Director Compensation

         Directors who are employees of the Company receive no cash compensation
for serving on the Board of Directors. Non-employee directors are reimbursed for
their out-of-pocket expenses in attending Board meetings. Each director receives
50,000  stock  options  upon  joining the Board of  Directors  and 10,000  stock
options at the end of each year of service on the Board of  Directors.  See also
"Certain Relationships and Related Transactions."

Employment Agreements

         The Company has an employment agreement with Albert Angrisani, pursuant
to which he serves as President and Chief Executive Officer of the Company for a
three year term ending June 30, 2001, at an annual  salary of $175,000,  subject
to  adjustment  by the  Executive  Committee of the Board of Directors in fiscal
years 2000 and 2001. 


                                       6

<PAGE>

Mr.  Angrisani  is also  entitled to receive a bonus of up to $125,000 per annum
based upon the Company's financial performance. If Mr. Angrisani's employment is
terminated  by Company for any reason  other than Cause (as defined  therein) or
disability  or  following  a Change in  Control  (as  defined  therein),  or Mr.
Angrisani  terminates his employment for Good Reason (as defined therein),  then
the  Company  is  obligated  to pay him a lump sum  cash  severance  payment  of
$1,000,000,  in addition to continuing  to provide all employee  benefits to Mr.
Angrisani and his family for the remainder of the Term (as defined  therein) and
all options held by Mr.  Angrisani  would vest  immediately.  Mr.  Angrisani has
agreed not to engage in a Competing  Business  (as defined  therein)  during the
Term and for a period of one year thereafter, subject to certain exceptions. Mr.
Angrisani's  employment agreement provides for three  non-collateralized  annual
loans of $100,000  each from the Company.  The entire  principal and interest on
such loans will be due on June 30, 2001;  provided,  that the entire  amount may
forgiven under certain  circumstances  described in Mr.  Angrisani's  employment
agreement.

         The Company has entered into an employment  agreement with each of Eric
Zissman,  Terri  Flanagan,  Patti  Hoffman,  Mark  Nissenfeld  and Roger Thomas,
pursuant to which each serves as an  executive  officer of the Company for a two
and one-half year term ending June 30, 1999. Each  agreement,  as amended by the
Compensation Committee of the Board of Directors in November 1997, provides that
the applicable executive officer's annual base salary is $130,000 for the period
from July 1, 1998 through June 30, 1999 and that such executive  officer will be
entitled  to  receive  an  annual  bonus  based  upon  the  Company's  financial
performance.  Each of such executive  officers is entitled to participate in all
benefit plans offered by the Company. Each such executive officer has agreed not
to solicit any of the  Company's  clients or employees for a period of two years
following the termination of his or her respective  employment  agreement.  Each
such  executive  officer was granted  250,000 stock options under the respective
employment agreements.  Such stock options vest on June 30, 1999; provided, that
if any of such executive  officer's  employment is terminated for performance or
cause, such executive officer's options shall not vest at all and if any of such
executive  officer's   employment  is  terminated  for  any  reason  other  than
performance or cause, such executive officer's options shall vest immediately.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table sets forth  information,  as of October 27, 1998,
concerning  the  Common  Stock  of the  Company  beneficially  owned by (1) each
director  and  executive  officer  of the  Company  and  (2) all  directors  and
executive officers as a group.


                                       7

<PAGE>

<TABLE>
<CAPTION>
         Name and Address of Beneficial Owner           Shares Beneficially Owned                           Percent of
                                                                                                        Outstanding Shares
<S>                                                                      <C>                               <C>  
Albert Angrisani(1)                                                      43,333                                 *
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Lorin Zissman                                                           2,077,617                             18.2%
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Eric Zissman                                                             126,937                               1.1%
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Richard G. Morrow, Jr.(2)                                                12,600                                 *
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Roger Thomas(3)                                                          200,000                               1.8%
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Theresa Flanagan                                                         29,000                                 *
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Patti Hoffman                                                            42,000                                 *
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Mark Nissenfeld, Ph.D.                                                   29,842                                 *
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

David Brodsky(4)                                                         578,961                               5.0%
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543


                                       8

<PAGE>

Anthony Galli(5)                                                         44,333                                 *
c/o Galli Associates
P.O. Box 7175
Princeton, New Jersey 08543

George L. Lindemann(6)                                                   283,050                               2.5%
c/o Southern Union Company
767 Fifth Avenue, 50th Floor
New York, New York 10153

Howard Shecter(7)                                                        303,050                               2.6%
c/o Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178

J. Edward Shrawder(8)                                                    112,111                                *
c/o Kent Research
1716 Livingston Street
Evanston, Illinois 60201

All directors and executive officers as a group (13                     3,867,834                           32.6%
persons) (9)
</TABLE>
--------------------
*   Less that 1%

(1)      Includes 28,333 shares subject to options exercisable within 60 days.
(2)      Includes 12,500 shares subject to options exercisable within 60 days.
(3)      Includes 50,000 shares subject to options exercisable within 60 days.
(4)      Includes 120,000 shares subject to options exercisable within 60 days.
(5)      Includes 24,333 shares subject to options exercisable within 60 days.
(6)      Includes 90,000 shares subject to options exercisable within 60 days.
(7)      Includes 90,000 shares subject to options exercisable within 60 days.
(8)      Includes 43,333 shares subject to options exercisable within 60 days.
(9)      Includes an aggregate of 443,166 shares subject to options exercisable 
         within 60 days.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In July 1998,  the Company  entered  into an agreement  (the  "Purchase
Agreement")  with a number of investors (the  "Purchasers"),  including  Messrs.
Brodsky,  Lindemann  and Shecter,  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  options of Common Stock at an exercise  price of $2.25 per
option (exercisable for 5 years). The Purchase Agreement contemplates that for a
period of five years following the Closing Date (as defined therein), subject to
certain provisions thereof, the Purchasers will, on a best efforts basis, assist
in  providing  or arranging  for others to provide up to  $25,000,000  in equity
financing,  or debt financing to the extent such 


                                       9

<PAGE>

financing  exceeds  $5,000,000  in the  aggregate,  for the  Company to complete
acquisitions  and/or projects approved by the Board of Directors of the Company,
the form of the  financing to be as  determined by the Board of Directors of the
Company and to be on terms at least as  favorable  as the Company  could  obtain
from other  sources  not  affiliated  with the  Purchasers;  provided  that such
covenant  states  that it shall not be deemed to  constitute  an  obligation  to
directly  provide  or  underwrite  financing  for  the  Company.  Under  certain
circumstances  described in the Purchase Agreement,  failure to obtain specified
amounts  of  such  financing  during  specified  time  periods  may  affect  the
Purchasers' rights thereunder.  In connection with the transactions contemplated
by the  Purchase  Agreement,  Mr.  Brodsky  was named  Chairman  of the Board of
Directors  of the Company  and Messrs.  Lindemann  and Shecter  were  elected as
directors of the Company.

         The  Company has  arrangements  with David  Brodsky and Howard  Shecter
whereby Mr. Brodsky will receive $75,000 during fiscal 1999 and Mr. Shecter will
receive $50,000 during fiscal 1999 in consideration  for their services relating
to acquisitions by the Company.

         See "Executive  Compensation--Employment  Agreements" for a description
of the Company's employment contracts with its executive officers.


                                       10

<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.

                                     TOTAL RESEARCH CORPORATION

Dated: November 2, 1998              By: /s/ ALBERT ANGRISANI
      -----------------                  ------------------------
                                         ALBERT ANGRISANI, President and Chief
                                         Executive Officer