As filed with the Securities and Exchange Commission on March 18, 1999

                   Registration Statement No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   F 0 R M S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           TOTAL RESEARCH CORPORATION
                           --------------------------
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                                      22-2072212      
-------------------------------                      ----------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)


                               5 Independence Way
                           Princeton, New Jersey 08543
                                  (609)520-9100
               ---------------------------------------------------
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                           TOTAL RESEARCH CORPORATION
                         1986 EMPLOYEE STOCK OPTION PLAN
            --------------------------------------------------------
                            (Full title of the plan)

                        Richard G. Morrow, Jr., Secretary
                           Total Research Corporation
                               5 Independence Way
                           Princeton, New Jersey 08543
                           ---------------------------
                     (Name and address of agent for service)


                                 (609) 520-9100
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)



                  Please send copies of all communications to:
                              James Biehl, Esquire
                           Drinker Biddle & Reath LLP
                 (A Pennsylvania Limited Liability Partnership)
                           Suite 300, 105 College Road
                               Post Office Box 627
                        Princeton, New Jersey 08542-0627



<PAGE>
<TABLE>
                                              CALCULATION OF REGISTRATION FEE

                                                                                                PROPOSED                           
                                                                                                MAXIMUM                            
                                                                                                AGGREGATE        
    TITLE OF SECURITIES TO                                                                      OFFERING              AMOUNT OF
        BE REGISTERED                          AMOUNT TO BE REGISTERED (1)(2)                   PRICE (2)         REGISTRATION FEE

<S>                             <C>                                                          <C>                  <C>             
Common Stock                                                                                                                       
($0.001 par value)              4,000 shares of $0.4375 per share                              $1,750.00                      
                                                                                                                              
                                250,000 shares at $0.6563 per share (3)                      $164,075.00                      
                                                                                                                              
                                8,000 shares at $0.6875 per share                              $5,500.00                      
                                                                                                                              
                                8,000 shares at $0.7656 per share                              $6,124.80                      
                                                                                                                              
                                150,000 shares at $1.0000 per share                          $150,000.00                      
                                                                                                                              
                                5,000 shares at $1.0937 per share                              $5,468.50                      
                                                                                                                              
                                10,000 shares at $1.1250 per share                            $11,250.00                      

                                10,000 shares at $1.2500 per share                            $12,500.00
                                                                                                                              
                                12,500 shares at $1.6250 per share                            $20,312.50                      
                                                                                                                               
                                2,500 shares at $1.6875 per share                              $4,218.75                      
                                                                                                                             
                                10,000 shares at $1.8750 per share                            $18,750.00                      
                                                                                                                             
                                7,500 shares at $1.9375 per share                             $14,531.25                      
                                                                                                                             
                                15,000 shares at $2.1250 per share                            $31,875.00                      
                                                                                                                              
    TOTAL                       492,500                                                      $446,355.80        $ 132
</TABLE>


(1)       Pursuant to Rule 416(a),  this  Registration  Statement also registers
          such indeterminate  number of additional shares as may become issuable
          under the Plan in  connection  with share splits,  share  dividends or
          similar transactions.

(2)       Estimated   pursuant  to  Rule  457(h)   solely  for  the  purpose  of
          calculating the registration  fee. As to shares subject to outstanding
          but unexercised options, the price and fee are computed based upon the
          price at which such  options may be  exercised.  All the shares  being
          registered  under this  Registration  Statement are shares  subject to
          outstanding but unexercised options. The common stock is traded on the
          NASDAQ SmallCap System.

(3)       Represents   shares  subject  to  options  issued  to  United  Kingdom
          employees of Total Research Corporation.



                                     - 2 -
<PAGE>

                                     PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         (Not required to be filed as part of this Registration Statement)




                                     PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have been filed by Total Research Corporation
(the "Registrant" or the "Company") with the Securities and Exchange  Commission
(the   "Commission")  are  incorporated  by  reference  into  this  Registration
Statement:

     (a)  the  Company's  Annual Report on Form 10-K for the year ended June 30,
1998 filed on  September  28, 1998 and  amendments  thereto  filed on October 2,
October 29 and November 3, 1998;

     (b)  the Company's Quarterly Reports on Form 10-Q dated  September 30, 1998
and filed on November 17, 1998 and dated December 31, 1998 and filed on February
16, 1999;

     (c)  the Company's  Current  Reports on Form 8-K dated October 22, 1998 and
October 28, 1998;

     (d)  the description of the common stock, par value $.001 per share, of the
Company (the "Common Stock") contained in the Company's  Registration  Statement
on Form 8-A  dated  April 29,  1987,  filed  with the  Securities  and  Exchange
Commission,  including  any  amendments  or  reports  filed for the  purpose  of
updating such description; and

     (e)  all other reports  filed  pursuant to  Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934 since February 16, 1999.

     All reports and other documents  filed by the Company  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all securities  offered pursuant to this  Registration  Statement have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General  Corporation  Law of the State of Delaware  (the
"DGCL") provides, in general, that a corporation  incorporated under the laws of
the State of Delaware,  such as the Company, may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding (other than an 

                                     - 3 -
<PAGE>

action  by or in the right of the  corporation)  by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another enterprise,  against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.  In the case of an action by or in the right
of the corporation, a Delaware corporation may indemnify any such person against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in  connection  with the defense or  settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the court  determines  such person is fairly
and reasonably entitled to indemnity for such expenses.

     The Company's Certificate of Incorporation  provides for indemnification of
directors, officers, employees and agents who have been the prevailing party, or
who have acted in good faith in a manner  reasonably  incurred by such person in
the  defense  of any  action  brought  against  such  person by  reasons of acts
committed  in his  capacity  as a  director,  officer,  employee or agent of the
Company.

     Reference is made to Item 9 of this  Registration  Statement for additional
information regarding indemnification of directors and officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     No restricted  securities  are being  reoffered or resold  pursuant to this
Registration Statement.


ITEM 8.  EXHIBITS.

5                 Opinion of Drinker Biddle & Reath LLP.

23.1              Consent of Amper, Politziner & Mattia P.A.

23.2              Consent of Drinker Biddle & Reath LLP (Included in Exhibit 5).

25                Powers of Attorney (See Signature Page).


ITEM 9.  UNDERTAKINGS

     1.  Undertakings Required by Regulation S-K Item 512(a)
         ---------------------------------------------------

         The undersigned Registrant hereby undertakes as follows:

         (1)   To file,  during  any  period in which  offers or sales are being
made pursuant to this Registration Statement, a post-effective amendment to this
Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a  fundamental  change  in  the  information  set  forth  in  this  Registration
Statement; and

                                     - 4 -

<PAGE>

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any  material  change  to  such  information  in  this  Registration  Statement;
Notwithstanding  the  foregoing,  any  increase or decrease in the volume of the
securities  offered [if the total dollar value of  securities  offered would not
exceed that which was  registered] and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume  and price  represents  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the registration statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     2.   Undertakings Required by Regulation S-K Item 512(b).
          ----------------------------------------------------

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934(and where  applicable,  each filing of an employee  benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     3.   Undertakings Required by Regulation S-K Item 512(h).
          ----------------------------------------------------

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                     - 5 -

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Princeton, New Jersey, on March 11, 1999.

                                     TOTAL RESEARCH CORPORATION

                                     By:/s/ Albert A. Angrisani                
                                        ------------------------------
                                        Albert A. Angrisani
                                        President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby constitutes and appoints Albert A. Angrisani and Eric Zissman,  and
each of them singly, his true and lawful  attorney-in-fact  and agent, with full
power of  substitution  and  resubstitution  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                        Title                            Date
--------------------------------------------------------------------------------
/s/ Albert A. Angrisani          Director, President and          March 11, 1999
-----------------------          Chief Executive Officer
    Albert A. Angrisani          (Principal Executive Officer)

/s/ Eric Zissman                 Treasurer and Chief Financial    March 15, 1999
-----------------------          Officer and Administrative
    Eric Zissman                 Office
                                 (Principal Financial and 
                                 Accounting Officer)

/s/ Lorin Zissman                Director                         March 10, 1999
------------------------
    Lorin Zissman

                                 Director                         March   , 1999
-----------------------
    J. Edward Shrawder

/s/ Anthony Galli                Director                         March 11, 1999
------------------------
    Anthony Galli

/s/ Roger Thomas                 Director                         March 11, 1999
------------------------
    Roger Thomas

/s/ David Brodsky                Chairman of the Board            March 11, 1999
------------------------
    David Brodsky

/s/ Howard Shecter               Director                         March 11, 1999
------------------------
    Howard Shecter

                                 Director                         March   , 1999
------------------------
    George Lindemann


<PAGE>

                                  EXHIBIT INDEX




        Exhibit No.           Description
        -----------           -----------

        5                     Opinion of Drinker Biddle & Reath LLP

        23.1                  Consent of Amper, Politziner & Mattia P.A.

        23.2                  Consent of Drinker Biddle & Reath LLP
                              (Included in Exhibit 5)

        25                    Powers of Attorney
                              (See Signature Page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 MARCH 1999", "secsgml_size_bytes": 21873}]
{"company-data": {"conformed-name": "TOTAL RESEARCH CORP", "cik": "0000803058", "assigned-sic": "8700", "irs-number": "222072212", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74631", "film-number": "99567811"}, "business-address": {"street1": "5 INDEPENDENCE WAY", "street2": "PRINCETON CORPORATE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08543", "phone": "6095209100"}}
As filed with the Securities and Exchange Commission on March 18, 1999

                   Registration Statement No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   F 0 R M S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           TOTAL RESEARCH CORPORATION
                           --------------------------
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                      22-2072212      
-------------------------------                      ----------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                               5 Independence Way
                           Princeton, New Jersey 08543
                                  (609)520-9100
               ---------------------------------------------------
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                           TOTAL RESEARCH CORPORATION
                         1986 EMPLOYEE STOCK OPTION PLAN
            --------------------------------------------------------
                            (Full title of the plan)

                        Richard G. Morrow, Jr., Secretary
                           Total Research Corporation
                               5 Independence Way
                           Princeton, New Jersey 08543
                           ---------------------------
                     (Name and address of agent for service)

                                 (609) 520-9100
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                  Please send copies of all communications to:
                              James Biehl, Esquire
                           Drinker Biddle & Reath LLP
                 (A Pennsylvania Limited Liability Partnership)
                           Suite 300, 105 College Road
                               Post Office Box 627
                        Princeton, New Jersey 08542-0627
CALCULATION OF REGISTRATION FEE

                                                                                                PROPOSED                           
                                                                                                MAXIMUM                            
                                                                                                AGGREGATE        
    TITLE OF SECURITIES TO                                                                      OFFERING              AMOUNT OF
        BE REGISTERED                          AMOUNT TO BE REGISTERED (1)(2)                   PRICE (2)         REGISTRATION FEE
Common Stock                                                                                                                       
($0.001 par value)              4,000 shares of $0.4375 per share                              $1,750.00                      
                                                                                                                              
                                250,000 shares at $0.6563 per share (3)                      $164,075.00                      
                                                                                                                              
                                8,000 shares at $0.6875 per share                              $5,500.00                      
                                                                                                                              
                                8,000 shares at $0.7656 per share                              $6,124.80                      
                                                                                                                              
                                150,000 shares at $1.0000 per share                          $150,000.00                      
                                                                                                                              
                                5,000 shares at $1.0937 per share                              $5,468.50                      
                                                                                                                              
                                10,000 shares at $1.1250 per share                            $11,250.00                      

                                10,000 shares at $1.2500 per share                            $12,500.00
                                                                                                                              
                                12,500 shares at $1.6250 per share                            $20,312.50                      
                                                                                                                               
                                2,500 shares at $1.6875 per share                              $4,218.75                      
                                                                                                                             
                                10,000 shares at $1.8750 per share                            $18,750.00                      
                                                                                                                             
                                7,500 shares at $1.9375 per share                             $14,531.25                      
                                                                                                                             
                                15,000 shares at $2.1250 per share                            $31,875.00                      
                                                                                                                              
    TOTAL                       492,500                                                      $446,355.80        $ 132
(1)       Pursuant to Rule 416(a),  this  Registration  Statement also registers
          such indeterminate  number of additional shares as may become issuable
          under the Plan in  connection  with share splits,  share  dividends or
          similar transactions.

(2)       Estimated   pursuant  to  Rule  457(h)   solely  for  the  purpose  of
          calculating the registration  fee. As to shares subject to outstanding
          but unexercised options, the price and fee are computed based upon the
          price at which such  options may be  exercised.  All the shares  being
          registered  under this  Registration  Statement are shares  subject to
          outstanding but unexercised options. The common stock is traded on the
          NASDAQ SmallCap System.

(3)       Represents   shares  subject  to  options  issued  to  United  Kingdom
          employees of Total Research Corporation.

                                     - 2 -
PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         (Not required to be filed as part of this Registration Statement)

                                     PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have been filed by Total Research Corporation
(the "Registrant" or the "Company") with the Securities and Exchange  Commission
(the   "Commission")  are  incorporated  by  reference  into  this  Registration
Statement:

     (a)  the  Company's  Annual Report on Form 10-K for the year ended June 30,
1998 filed on  September  28, 1998 and  amendments  thereto  filed on October 2,
October 29 and November 3, 1998;

     (b)  the Company's Quarterly Reports on Form 10-Q dated  September 30, 1998
and filed on November 17, 1998 and dated December 31, 1998 and filed on February
16, 1999;

     (c)  the Company's  Current  Reports on Form 8-K dated October 22, 1998 and
October 28, 1998;

     (d)  the description of the common stock, par value $.001 per share, of the
Company (the "Common Stock") contained in the Company's  Registration  Statement
on Form 8-A  dated  April 29,  1987,  filed  with the  Securities  and  Exchange
Commission,  including  any  amendments  or  reports  filed for the  purpose  of
updating such description; and

     (e)  all other reports  filed  pursuant to  Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934 since February 16, 1999.

     All reports and other documents  filed by the Company  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all securities  offered pursuant to this  Registration  Statement have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General  Corporation  Law of the State of Delaware  (the
"DGCL") provides, in general, that a corporation  incorporated under the laws of
the State of Delaware,  such as the Company, may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding (other than an 

                                     - 3 -
action  by or in the right of the  corporation)  by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another enterprise,  against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.  In the case of an action by or in the right
of the corporation, a Delaware corporation may indemnify any such person against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in  connection  with the defense or  settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the court  determines  such person is fairly
and reasonably entitled to indemnity for such expenses.

     The Company's Certificate of Incorporation  provides for indemnification of
directors, officers, employees and agents who have been the prevailing party, or
who have acted in good faith in a manner  reasonably  incurred by such person in
the  defense  of any  action  brought  against  such  person by  reasons of acts
committed  in his  capacity  as a  director,  officer,  employee or agent of the
Company.

     Reference is made to Item 9 of this  Registration  Statement for additional
information regarding indemnification of directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     No restricted  securities  are being  reoffered or resold  pursuant to this
Registration Statement.

ITEM 8.  EXHIBITS.

5                 Opinion of Drinker Biddle & Reath LLP.

23.1              Consent of Amper, Politziner & Mattia P.A.

23.2              Consent of Drinker Biddle & Reath LLP (Included in Exhibit 5).

25                Powers of Attorney (See Signature Page).

ITEM 9.  UNDERTAKINGS

     1.  Undertakings Required by Regulation S-K Item 512(a)
         ---------------------------------------------------

         The undersigned Registrant hereby undertakes as follows:

         (1)   To file,  during  any  period in which  offers or sales are being
made pursuant to this Registration Statement, a post-effective amendment to this
Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a  fundamental  change  in  the  information  set  forth  in  this  Registration
Statement; and

                                     - 4 -
(iii) To include any  material  information  with  respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any  material  change  to  such  information  in  this  Registration  Statement;
Notwithstanding  the  foregoing,  any  increase or decrease in the volume of the
securities  offered [if the total dollar value of  securities  offered would not
exceed that which was  registered] and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume  and price  represents  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the registration statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     2.   Undertakings Required by Regulation S-K Item 512(b).
          ----------------------------------------------------

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934(and where  applicable,  each filing of an employee  benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     3.   Undertakings Required by Regulation S-K Item 512(h).
          ----------------------------------------------------

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                     - 5 -
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Princeton, New Jersey, on March 11, 1999.

                                     TOTAL RESEARCH CORPORATION

                                     By:/s/ Albert A. Angrisani                
                                        ------------------------------
                                        Albert A. Angrisani
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby constitutes and appoints Albert A. Angrisani and Eric Zissman,  and
each of them singly, his true and lawful  attorney-in-fact  and agent, with full
power of  substitution  and  resubstitution  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                        Title                            Date
--------------------------------------------------------------------------------
/s/ Albert A. Angrisani          Director, President and          March 11, 1999
-----------------------          Chief Executive Officer
    Albert A. Angrisani          (Principal Executive Officer)

/s/ Eric Zissman                 Treasurer and Chief Financial    March 15, 1999
-----------------------          Officer and Administrative
    Eric Zissman                 Office
                                 (Principal Financial and 
                                 Accounting Officer)

/s/ Lorin Zissman                Director                         March 10, 1999
------------------------
    Lorin Zissman

                                 Director                         March   , 1999
-----------------------
    J. Edward Shrawder

/s/ Anthony Galli                Director                         March 11, 1999
------------------------
    Anthony Galli

/s/ Roger Thomas                 Director                         March 11, 1999
------------------------
    Roger Thomas

/s/ David Brodsky                Chairman of the Board            March 11, 1999
------------------------
    David Brodsky

/s/ Howard Shecter               Director                         March 11, 1999
------------------------
    Howard Shecter

                                 Director                         March   , 1999
------------------------
    George Lindemann
EXHIBIT INDEX

        Exhibit No.           Description
        -----------           -----------

        5                     Opinion of Drinker Biddle & Reath LLP

        23.1                  Consent of Amper, Politziner & Mattia P.A.

        23.2                  Consent of Drinker Biddle & Reath LLP
                              (Included in Exhibit 5)

        25                    Powers of Attorney
                              (See Signature Page)