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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: TRC Companies, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 872-625-108
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Sven B. Karlen, Jr., Grandview Partners, L.P., Two International
Place, 24th Floor, Boston, MA 02110 (617) 856-8877
(Date of Event which Requires Filing of this Statement)
August 7, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 872-625-108
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Sven B. Karlen, Jr.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
with:
7. Sole Voting Power:
425,000
8. Shared Voting Power:
9. Sole Dispositive Power:
425,000
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
425,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.4%
14. Type of Reporting Person
IN
Item 1. Security and Issuer
This statement relates to shares of common stock (the
"Common Stock") of TRC Companies, Inc. ("TRC"). TRC's
principal executive office is located at 5 Waterside
Crossing, Windsor, Connecticut, 06095.
Item 2. Identity and Background
This statement is being filed by Sven B. Karlen, Jr.
(the "Reporting Person"). The Reporting Person is the
sole general partner of Grandview Partners, L.P. and is
the sole managing general partner of Svenvest Partners
L.P. (together, the "Partnerships"). The address of the
Reporting Person and the Partnerships is Two
International Place, 24th Floor, Boston, Massachusetts,
02110.
The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding. The
Reporting Person has not, during the last five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoying
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
The Reporting Person is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof the Reporting Person is deemed to
beneficially own 425,000 shares of TRC's Common Stock.
All 425,000 shares are held by the Partnerships over
which the Reporting Person has investment discretion.
The 425,000 shares were purchased in open market
transactions at an aggregate cost of $2,136,058. The
funds for the purchase of the Common Stock held by the
Partnerships have come from each Partnership's own
funds. Certain of the shares deemed to be beneficially
owned by the Reporting Person are held in commingled
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margin accounts maintained with Montgomery Securities,
Auerbach, Pollak and Richardson, Inc. and Spear, Leeds &
Kellogg, which from time to time have debit balances.
Because other securities are held in such accounts it is
impracticable to determine the amount borrowed, if any,
with respect to the shares of Common Stock purchased.
Item 4. Purpose of Transaction
The shares of Common Stock deemed to be beneficially
owned by the Reporting Person were acquired for, and are
being held for, investment purposes.
The Reporting Person has no plan or proposal which
relates to, or would result in, any of the actions
enumerated in item 4 of the instructions to
Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of the date hereof the Reporting Person is deemed to
be the beneficial owner of 425,000 shares of TRC's
common stock. Based on TRC's most recently filed
Form 10-Q, as of March 31, 1997 there were 6,688,102
shares of TRC's Common Stock outstanding. Therefore,
the Reporting Person is deemed to beneficially own 6.4%
of the outstanding shares of TRC's Common Stock. The
Reporting Person has the sole power to vote, direct to
vote, dispose of or direct the disposition of all the
shares of TRC Common Stock that he currently
beneficially owns.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
The Reporting Person has no contract, arrangement,
understanding or relationship with any person with
respect to the Common Stock of TRC.
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock of TRC that were
effected by the Reporting Person during the 60 days
prior to August 7, 1997 through the date of this filing.
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Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
August 27, 1997
____________________________
Date
/s/ Sven B. Karlen, Jr.
____________________________
Signature
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00188001.AF4
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Price Per Share
(Excluding
Date Shares Acquired Commission) Value
____ _______________ _______________ _____
8/7/97 68,100 $3.3209 $226,153
8/11/97 39,200 $3.425 $134,260
8/12/97 3,600 $3.55 $12,780
8/13/97 7,000 $4.0868 $28,607
8/14/97 3,600 $4.06 $14,616
8/15/97 23,500 $4.185 $98,348
8/18/97 2,000 $4.3725 $8,745
8/19/97 2,500 $4.25 $10,625
00188001.AF4
