TOTAL RESEARCH CORP
8-K/A, 2000-09-28
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   -----------



                                   FORM 8-K/A

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): May 30, 2000



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


            Delaware                      0-15692               22-2072212
            --------                      -------               ----------
(State or other jurisdiction of    (Commission file number)   (I.R.S. employer
           incorporation)                                    identification no.)

         Princeton Corporate Center
              5 Independence Way
             Princeton, New Jersey                     08540
             ---------------------                     -----
(Address of principal executive offices)             (Zip code)

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


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


<PAGE>

Item 5.       Other Events.

         On  May  30,  2000,  the  Company  filed  a  Form  8-K  (Accession  no.
000080358-00-000006)  describing its  acquisition of Romtec Plc  ("Romtec").  In
that Form 8-K, the Company  stated that it would file  financial  statements and
pro forma financial  information  with respect to the Romtec  acquisition  under
cover of a Form 8-K/A as soon as possible.

         After  reviewing the Company's  financial  statements and the financial
statements  of Romtec and applying the tests set forth under the Form 8-K filing
rules,  it was  determined  that the  acquisition of Romtec did not constitute a
"significant"  acquisition  under  those  rules and thus was not  required to be
reported by the  Company.  As a result,  the Company  does not intend to publish
financial  statements  and pro  forma  financial  information  specific  to this
transaction.

 (a)     Exhibits.

         None.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           TOTAL RESEARCH CORPORATION


Date:  September 28, 2000                  By:/s/Albert Angrisani
                                              ----------------------------------
                                                 Albert Angrisani
                                                 Chief Executive Officer



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