The Certificate of Amendment of the Restated Certificate of Incorporation of TRC Companies, Inc. increasing the number of authorized shares of common stock from 30,000,000 to 40,000,000 was filed with the Delaware Secretary of State on July 23, 2009 and was effective upon filing.

At a Special Shareholders' Meeting duly convened on July 20, 2009 pursuant to the Notice of Meeting dated June 24, 2009, the three proposals as set forth in such Notice of Meeting and accompanying Proxy Statement were all approved, namely:

1. To approve an amendment to our Restated Certificate of Incorporation to increase by 10,000,000 shares the number of authorized shares of our common stock from 30,000,000 to 40,000,000;

2. To approve the issuance of shares of our Common Stock upon conversion of the Series A Convertible Preferred Stock issued pursuant to the Series A Preferred Stock Purchase Agreement dated June 1, 2009 in accordance with the Rules of the New York Stock Exchange; and

3. To approve amendments to our 2007 Equity Incentive Plan.

(c) Exhibits.

Exhibit Number                               Description

     3.1          Certificate of Amendment of Restated Certificate of Incorporation
                  of TRC Companies, Inc.