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)

            1995 STOCK INCENTIVE PLAN FOR TOTAL RESEARCH CORPORATION
            --------------------------------------------------------
                            (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

                                                                                               
 Title of Securities to                                           Proposed maximum                     Amount of
      be registered           Amount to be registered (1)(2)      aggregate offering price (2)     registration fee
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>                                    <C>                              <C>              
Common Stock                                                                                                        
($0.001 par value)         200,000 shares at $2.5625 per share    $  112,500.00                                     
--------------------------------------------------------------------------------------------------------------------
                           550,000 shares at $2.6407 per share    $1,452,385.00
--------------------------------------------------------------------------------------------------------------------
    TOTAL                  750,000                                $1,564,885.00                    $436.00          
--------------------------------------------------------------------------------------------------------------------
</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.  As to remaining  shares
          the price  and  fee are computed based on $2.6407,  the average of the
          highest  and lowest  prices for the common  stock as  reported  on the
          NASDAQ SmallCap System on March 15, 1999.



                                     - 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

          Pursuant  to  General   Instruction  E  (Registration   of  Additional
          Securities)  to  Form  S-8,  the  Registrant  hereby  incorporates  by
          reference  the  contents  of its  Registration  Statement  on Form S-8
          (Registration No. 33-46385)  relating to its 1995 Stock Incentive Plan
          except for the items set forth below:

         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).




                                     - 3 -
<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



                                     - 4 -
<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": 9935}]
{"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": "333-74635", "film-number": "99567839"}, "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)

            1995 STOCK INCENTIVE PLAN FOR TOTAL RESEARCH CORPORATION
            --------------------------------------------------------
                            (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

                                                                                               
 Title of Securities to                                           Proposed maximum                     Amount of
      be registered           Amount to be registered (1)(2)      aggregate offering price (2)     registration fee
--------------------------------------------------------------------------------------------------------------------
Common Stock                                                                                                        
($0.001 par value)         200,000 shares at $2.5625 per share    $  112,500.00                                     
--------------------------------------------------------------------------------------------------------------------
                           550,000 shares at $2.6407 per share    $1,452,385.00
--------------------------------------------------------------------------------------------------------------------
    TOTAL                  750,000                                $1,564,885.00                    $436.00          
--------------------------------------------------------------------------------------------------------------------
(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.  As to remaining  shares
          the price  and  fee are computed based on $2.6407,  the average of the
          highest  and lowest  prices for the common  stock as  reported  on the
          NASDAQ SmallCap System on March 15, 1999.

                                     - 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

          Pursuant  to  General   Instruction  E  (Registration   of  Additional
          Securities)  to  Form  S-8,  the  Registrant  hereby  incorporates  by
          reference  the  contents  of its  Registration  Statement  on Form S-8
          (Registration No. 33-46385)  relating to its 1995 Stock Incentive Plan
          except for the items set forth below:

         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).

                                     - 3 -
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

                                     - 4 -
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)