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March 1, 2005

Mr. John Cash

Accounting Branch
Chief

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, NW

Washington, D.C. 20549-0510

Re:          TRC Companies, Inc.

Form 10-K for the fiscal year ended June 30, 2004

File No. 1-9947

Dear Mr. Cash:

This letter is in response to the comments contained in your letter of February 8,
2005.  We were granted an additional 5
business days to respond to your letter during our discussions with Patricia
Armelin, Staff Accountant, on February 10, 2005.

We believe we have thoroughly responded to all of the staff’s comments
and remain available to discuss the comments with the Commission’s staff to
resolve any outstanding matters.

Annual Report on
Form 10-K for the year ended June 30, 2004

General

1.                                      Please
state on the cover of your Form 10-K the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold on the last business day of your
most recently completed second quarter.

In future Form 10-K filings, the Company will disclose the voting and
non-voting common equity held by non-affiliates as of the last business day of
the second quarter.  The aggregate market
value of the registrant’s voting and non-voting common stock held by
non-affiliates on December 31, 2003 was $213,400,000, the most recently
completed quarter as of June 30, 2004.

Item 7.  Management’s Discussion and Analysis

2.                                      Please
consider expanding your discussion to address the following:

•                  Add an executive level overview which would discuss information
regarding relevant economic or industry wide factors, general information
regarding how revenue is earned, cash is generated and known material trends.

•                  Provide a tabular presentation of the items that impacted net sales and
operating profit.

•                  Describe in greater detail the underlying reasons for organic growth
such as changes in demand, price, competition, etc.

Note that this is not meant to represent an
all-inclusive list of where your MD&A could be improved.  We encourage you to provide quantification of
amounts and further classification throughout your discussion.  See Item 303(a)(3) of Regulation S-IC and the
SEC Interpretive Release No. 33-8350 dated December 19, 2003.

The Company will expand its MD&A in future filings to address the
above issues.

In the registrant’s Form 10-Q for the quarterly period ended December 31,
2004 filed with the Commission on February 14, 2005, we were not able to
make all recommended changes given the short period of time between the comment
letter date and the extended filing date.  However, provided we did include the following
executive level overview at the beginning of the MD&A section entitled “Results
from Operations”:

Results for the first half of fiscal 2005
reflect a continuation of the economic and industry trends we have seen over
the last several quarters.  State and local government budgets remain
somewhat soft, and these constraints appear to be limiting project
expenditures.  Ongoing delays in the passage of the successor bill to the
Transportation Equity Act for the 21st Century are exacerbating state
reluctance to initiate the planning, design and construction of new
transportation projects.  We anticipate the passage of a new
transportation bill in fiscal 2005, and a ramping-up of state transportation
expenditures in the wake of passage of this bill.  Although we are seeing
indications of the recovery in spending by our industrial clients, many remain
cautious regarding spending on new capital projects.  Continued low
interest rates are driving demand for our commercial land development and
redevelopment services, including brownfields development.  We see ongoing
strength in this market, in part driven by our geographic focus in areas where
demand is growing but supply of land and housing is constrained and in areas
where there is significant population growth.  High energy prices and
favorable energy legislation are supporting the continued interest in various
energy production and distribution projects, including wind energy projects and
evaluation of various options for importing LNG into the U.S.

In addition, we added the following quantitative discussion further
clarifying organic activities that impacted net service revenue and operating
income:

NSR from organic activities decreased during
the three months ended December 31, 2004 compared to the same period last
year, primarily due to the temporary postponement of several large government-related
emissions tests and the

2

unexpected softness in the transportation
market which resulted in an estimated NSR and operating income decrease of
approximately $1.8 million.  The impact
of these delays was partially offset by adjustments to the estimates at
completion on certain Exit Strategy contracts which contributed approximately
$1.0 million to NSR and operating income during the six months ended December 31,
2004.

The Company will consider providing a tabular presentation of items
that impact NSR and operating income, where appropriate, in future filings.

Contractual Obligations, -page 14

3.                                      Please
provide a textual discussion of the interest rate assumption associated with the
debt disclosed in the table.

The Company will make a disclosure, similar to the one below, in its
future filings:

The obligations for long-term debt,
subordinated notes and capitalized lease obligations include projected interest
payments.  For contractual obligations
that have variable interest rates, the weighted average interest rate at June 30,
2004 was used in calculating the future obligations.  For contractual obligations that have fixed
interest rates, the fixed rate was used in calculating the future obligations.

Item 8. Financial Statements

Note 2. Summary of Significant Accounting
Policies

Earnings per Share, page 24

4.                                      Please
disclose the options and warrants that were excluded from the
calculation of diluted EPS because to include them would cause anti-dilution, -
See paragraph 40.c. of SFAS 128.

The following disclosure has been included in Note 4 to the Company’s
financial statements contained in the Company’s Form 10-Q for the quarterly
period ended December 31, 2004 (numbers in thousands):

For the three months ended December 31,
2004 and 2003 and the six months ended December 31, 2004, assumed
conversion of the preferred stock would have slightly increased rather than
decreased EPS (would have been “anti-dilutive”).  Therefore, conversion was not assumed for
purposes of computing diluted EPS, and as a result, 932, 848 and 930 shares
were excluded from the calculation of diluted EPS for the three months ended December 31,
2004 and 2003 and for the

3

six months ended December 31, 2004,
respectively.  For the six months ended December 31,
2003, assumed conversion of the preferred stock was dilutive, and therefore,
conversion was assumed for purposes of computing diluted EPS.  The number of outstanding stock options and
warrants excluded from the diluted EPS calculations, as they were
anti-dilutive, were 857 and 694 for the three months ended December 31,
2004 and 2003, respectively, and 871 and 899 for the six months ended December 31,
2004 and 2003, respectively.

Stock-Based Compensation, page 26

5.                                      Please
provide us with the supporting documentation related to your calculation of proforma
basic and diluted earnings per share for each of the
years in the three year period ended June 30, 2004.

The following table provides support for the
calculations of proforma basic and diluted earnings per share for each of the
years in the three year period ended June 30, 2004 (in thousands, except
per share data):

  Year ended June 30,

  2004

  2003

  2002

  Net income

  $

  13,168

  $

  9,818

  $

  15,480

  Net income
  available to common shareholders

  12,433

  9,052

  15,103

  Less:
  Compensation expense, net of income taxes

  1,428

  2,076

  3,701

  Proforma net
  income

  $

  11,740

  $

  7,742

  $

  11,779

  Proforma net
  income available to common shareholders

  11,005

  6,976

  11,402

  Basic shares

  13,684

  13,090

  12,025

  Diluted
  shares

  15,477

  13,917

  13,571

  Basic EPS -
  as reported

  $

  0.91

  $

  0.69

  $

  1.26

  Basis EPS -
  proforma

  0.80

  0.53

  0.95

  Diluted EPS -
  as reported

  $

  0.85

  $

  0.65

  $

  1.14

  Diluted EPS -
  proforma

  0.76

  0.50

  0.87

Generally, stock options have a vesting
provision whereby one-third vest upon issuance, one-third vest after one year
and the remaining one-third vest after two years.  Accordingly, the estimated fair value of
options at the grant date is recognized as compensation expense as follows:

One-third – recognized
at date of grant

One-third – recognized
over the twelve month vesting period

One-third –
recognized over the twenty-four month vesting period

The following table provides additional information on the calculation
of the annual compensation expense (in thousands):

  Grant

  # of

  Fair

  Value of

  Expense

  at Date

  12-month

  Vesting

  Monthly

  24-month

  Vesting

  Monthly

  Compensation Expense

  Year Ended June 30,

  Date

  Options

  Options

  of Grant

  Expense

  Expense

  2004

  2003

  2002

  FY2004

  251

  $

  2,308

  $

  769

  $

  64

  $

  32

  $

  1,560

  $

  —

  $

  —

  FY2003

  254

  1,563

  521

  43

  22

  462

  1,001

  —

  FY2002

  686

  7,640

  *

  2,447

  204

  102

  355

  2,170

  5,115

  FY2001

  547

  2,587

  *

  858

  71

  36

  3

  148

  720

  FY2000

  727

  1,496

  *

  436

  36

  18

  —

  56

  158

  Pre-tax compensation expense

  2,380

  3,375

  5,993

  Income taxes

  952

  1,299

  2,292

  Compensation expense, net of taxes

  $

  1,428

  $

  2,076

  $

  3,701

* Certain
options granted had vesting terms different than those described above.

4

Note 9. Convertible Redeemable Preferred
Stock

6.                                      Please
tell us supplementally the basis of your decision that the redeemable preferred
stock is not within the scope of SFAS No. 150.
Include a comprehensive discussion on the terms of your preferred stock
agreement and how they relate to the guidance set forth in SFAS 150.  In particular, please reference paragraph 12a
of SFAS No. 150.

On December 14, 2001 the
Company issued to Fletcher International, Ltd. (“Holder”) 15,000 shares of
Series A-1 Cumulative Convertible Preferred Stock at $1,000 per share (“Preferred
Stock”).  The Preferred Stock has a par
value of ten cents ($.10) per share.
Dividends accrue at a rate of 4% per annum, payable quarterly at TRC’s
option in cash or by issuing a number of shares of TRC common stock (the “Common
Stock”) equal to the dividend payment divided by the Average Market Price
(defined below) on the dividend payment date.

The Average Market Price as of
a particular date is defined as the average of the daily volume-weighted
average prices of TRC Common Stock over the 40 business day period ending 3
business days prior to that date but no greater than the volume-weighted average
price over the first 5 or last 5 business days of the same period.

The agreement provides the Holder with the
right to convert, at any time prior to redemption, its shares of Preferred
Stock into a fixed number (408,000) of shares of Common Stock (“Holder’s
Conversion Right”).  The conversion price
of $36.72 was based on 120% of the volume weighted price of the Common Stock as
of December 14, 2001 (date of issuance of the Preferred Stock). Commencing
after and excluding December 15, 2005, the Holder has the right to cause
redemption of all or a portion of its shares of Preferred Stock for shares of Common
Stock (“Holder’s Redemption Right”).  The
number of shares of Common Stock to be issued by the Company will be determined
by dividing the stated value of the shares of Preferred Stock being redeemed by
the Average Market Price at the time of redemption, which shall not be less
than $16.09 (“Floor Stock Price”).

TRC has the right to redeem for
cash the Preferred Stock at any time when the volume-weighted average price of
the Common Stock for any fifteen (15) business days in a consecutive twenty
(20) business day period exceeds 175% of the Conversion Price or $64.26 (“Call
Right”).  In the event the Holder chooses
not to convert within sixty (60) days of notice of redemption, the redemption price
in connection with a mandatory redemption by TRC is $1,000 per share of
Preferred Stock, plus all accrued and unpaid dividends on the Preferred Stock.

All shares of Preferred Stock outstanding on December 14,
2006 are to be redeemed by TRC, at its election, for cash or shares of Common Stock
(“Redemption Obligation”).  If TRC elects
to redeem the shares of Preferred Stock for cash it will pay the Holder cash
equal to the stated value of the Preferred Stock.  If TRC elects to redeem by issuing shares of
Common Stock, the number of shares of Common Stock to be issued by the Company
will be determined by dividing the

5

stated value of the shares of Preferred Stock
being redeemed by the Average Market Price at the time of redemption, which
shall not be less than $16.09 (“Floor Stock Price”).

The Company considered the requirements of
SFAS 150 and specifically Paragraph 12a, thereof, and concluded that this
financial instrument is excluded from the scope of SFAS 150.  Paragraphs 9 – 15 of SFAS 150 discuss
classification of instruments within the scope of the statement.  Based on the aforementioned Preferred Stock
features, primarily the Company’s redemption settlement options, Paragraph 12
of SFAS 150 is governing with respect to classification of the Preferred Stock.  Support for this conclusion is provided
below.

The Redemption Obligation enables the Company
to elect settlement in either cash or common equity.  As a result of having the option of asset
transfer or common equity settlement, and thus not being required to settle
solely by transfer of assets, the Preferred Stock is not within the scope of
paragraph 9 and therefore should be evaluated under paragraph 12.  This conclusion is supported by paragraph A23
of SFAS 150:

A23. Some instruments do not require the
issuer to transfer assets to settle the obligation but, instead,
unconditionally require the issuer to settle the obligation either by
transferring assets or by issuing a variable number of its equity shares. Because
those instruments do not require the issuer to settle by transfer of assets,
those instruments are not within the scope of paragraph 9. However, those
instruments may be classified as liabilities under paragraph 12 of this
Statement.

The Company considered the impact of the
Preferred Stock’s conversion feature in evaluating the SFAS 150 paragraph
10.  The conversion feature enables the Holder to covert its shares of Preferred
Stock into a fixed number of shares of Common Stock.  As conversion is
within the Holder’s control, the Company’s redemption of the Preferred Stock is
a conditional obligation not certain to occur.  Accordingly, the Preferred Stock would be
classified as a contingently redeemable security since it would be redeemed
only if not converted.  At the March 17-18, 2004 EITF meeting, the
SEC Observer further clarified the SEC staff’s position relating to
conditionally redeemable preferred shares by stating that if a company issues
preferred shares that are conditionally redeemable, the shares are not within
the scope of Statement 150.

To further validate the conclusion that the
Company should only consider para