SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933


                        TECHNOLOGY RESEARCH CORPORATION
              (Exact name of issuer as specified in its charter)

                  Florida                                   59-2095002
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                     Identification No.)

            5250 140th Avenue North
                Clearwater, Florida                            33760
      (Address of Principal Executive Offices)               (Zip Code)

         Technology Research Corporation 2000 Long Term Incentive Plan
                           (Full title of the plan)

                                  Scott Loucks
                            Chief Financial Officer
                        Technology Research Corporation
                            5250 140th Avenue North
                            Clearwater, Florida 33760

                     (Name and address of agent for service)

                                  (727) 535-0572
           (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                              Randy K. Sterns, Esq.
                   Bush, Ross, Gardner, Warren & Rudy, P.A.
                           220 South Franklin Street
                             Tampa, Florida 33602
                                (813) 224-9255
                                (813) 223-9620



















                           Calculation of Registration Fee

                                  Proposed        Proposed
Title of                          Maximum         Maximum          Amount of
Securities to    Amount to be     Offering Price  Aggregate        Registration
Registered       Registered (1)   Per Share (2)   Offering Price   Fee

common stock,    300,000 shares    $1.45           $435,000        $40.02
par value $.51
per share reserved
under Technology
Research Corporation's
2000 Long Term
Incentive Plan

(1)  The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.

(2)  Estimated solely for the purpose of calculating the registration fee.  The
fee is calculated upon the basis of the closing price for shares of common
stock of the registrant as reported on the NASDAQ National Market System on
July 22, 2002.


                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
optionees as specified by Rule 428(b)(1) of the Securities Act. These documents
need not be filed with the Securities and Exchange Commission, the SEC, either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act.  These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this registration statement pursuant to
Item 3 of Form S-8 (Part II of this registration statement), taken together,
constitute a prospectus that meets the requirements of section 10(a) of the
Securities Act.


                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     We have filed with the Commission and hereby incorporate by reference in
this Registration Statement the following documents:








                                       -2-

(a)  The Registrant's Annual Report on Form 10-K for the year ended March 31,
2002 (including information specifically incorporated by reference into the
Registrant's Form 10-K from the Registrant's definitive Proxy Statement).

(b)  The description of the Common Stock contained in the Registrant's
Registration Statement on Form S-1, dated November 6, 1989, File No. 33-31967,
effective January 16, 1990, as filed pursuant to the Securities Act of 1933,
under the caption "Description of Securities."

(c)  All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be 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

     The Registrant is a Florida corporation.  The Registrant's Articles of
Incorporation provides that, to the fullest extent permitted by Florida law,
its directors shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director.  This provision in
the Articles of Incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Florida law.  In
addition, each director will continue to be subject to liability for breach of
the directors' duty of loyalty to the Registrant for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Florida law.  The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

     In addition, the Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by Florida law.  The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and permits the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such advances
if it is ultimately determined that the indemnified party is not entitled to
indemnification.  The Registrant's Bylaws permit, and its Board of Directors
has authorized, the purchase of liability insurance for the Registrant's
officers and directors.

                                       -3-

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.  The Registrant believes that its Articles
of Incorporation and Bylaw provisions are necessary to attract and retain
qualified persons as directors and officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8. EXHIBITS

     5.1   Opinion of Bush Ross Gardner Warren & Rudy, P.A. regarding legality
           of the Common Stock.

     10.1   The Technology Research Corporation 2000 Long Term Incentive Plan as
           filed with the Commission as Exhibit "A" in the Registrant's
           definitive Proxy Statement dated July 14, 2000 is hereby
           incorporated by reference.

     23.1  Independent Auditors' Consent of KPMG LLP.

     24.1  Powers of Attorney.


ITEM 9.  UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

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

                 (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 event arising
                       after the effective date of the Registration Statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represents a
                       fundamental change in the information set forth in the
                       Registration Statement;

                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the Registration Statement;






                                       -4-

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission 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 herein, 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.

         (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 and 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 and Exchange Act of 1934) that is incorporated by reference in the
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.

         (c)  Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers, and controlling persons of Registrant
pursuant to the foregoing provisions (see Item 6) 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 Securities
Act of 1933 and is therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by 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 is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
















                                       -5-

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Technology Research Corporation, a corporation organized and
existing under the laws of the State of Florida, 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 the City of
Clearwater, State of Florida, on July 23, 2002.

                        Technology Research Corporation

                        By:  /s/ Robert S. Wiggins
                                 Robert S. Wiggins, Chief Executive Officer

                             /s/ Scott J. Loucks
                                 Scott J. Loucks, Chief Financial Officer



Pursuant to the requirements of the Act, this registration statement or
amendment has been signed by the following persons in the capacities and on
the dates indicated.


Signatures                    Title                                Date

/s/ Robert S. Wiggins         Chairman of the Board of Directors,
    Robert S Wiggins          Chief Executive Officer           July 23, 2002


/s/ Scott J. Loucks
    Raymond H. Legatti*       President and Director            July 23, 2002


/s/ Scott J. Loucks           Director (Sr. VP of Government
    Raymond B. Wood*          Operations & Marketing)           July 23, 2002


/s/ Scott J. Loucks
    Gerry Chastelet*          Director                          July 23, 2002


/s/ Scott J. Loucks
    Martin L. Poad*           Director                          July 23, 2002


*Acting pursuant to a Power of Attorney, the original of which is incorporated
herein by reference to Exhibit 24 contained within Part II of the Company's
Registration Statement.








                                       -6-
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SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                        TECHNOLOGY RESEARCH CORPORATION
              (Exact name of issuer as specified in its charter)

                  Florida                                   59-2095002
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                     Identification No.)

            5250 140th Avenue North
                Clearwater, Florida                            33760
      (Address of Principal Executive Offices)               (Zip Code)

         Technology Research Corporation 2000 Long Term Incentive Plan
                           (Full title of the plan)

                                  Scott Loucks
                            Chief Financial Officer
                        Technology Research Corporation
                            5250 140th Avenue North
                            Clearwater, Florida 33760

                     (Name and address of agent for service)

                                  (727) 535-0572
           (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                              Randy K. Sterns, Esq.
                   Bush, Ross, Gardner, Warren & Rudy, P.A.
                           220 South Franklin Street
                             Tampa, Florida 33602
                                (813) 224-9255
                                (813) 223-9620

                           Calculation of Registration Fee

                                  Proposed        Proposed
Title of                          Maximum         Maximum          Amount of
Securities to    Amount to be     Offering Price  Aggregate        Registration
Registered       Registered (1)   Per Share (2)   Offering Price   Fee

common stock,    300,000 shares    $1.45           $435,000        $40.02
par value $.51
per share reserved
under Technology
Research Corporation's
2000 Long Term
Incentive Plan

(1)  The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.

(2)  Estimated solely for the purpose of calculating the registration fee.  The
fee is calculated upon the basis of the closing price for shares of common
stock of the registrant as reported on the NASDAQ National Market System on
July 22, 2002.

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
optionees as specified by Rule 428(b)(1) of the Securities Act. These documents
need not be filed with the Securities and Exchange Commission, the SEC, either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act.  These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this registration statement pursuant to
Item 3 of Form S-8 (Part II of this registration statement), taken together,
constitute a prospectus that meets the requirements of section 10(a) of the
Securities Act.

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     We have filed with the Commission and hereby incorporate by reference in
this Registration Statement the following documents:

                                       -2-

(a)  The Registrant's Annual Report on Form 10-K for the year ended March 31,
2002 (including information specifically incorporated by reference into the
Registrant's Form 10-K from the Registrant's definitive Proxy Statement).

(b)  The description of the Common Stock contained in the Registrant's
Registration Statement on Form S-1, dated November 6, 1989, File No. 33-31967,
effective January 16, 1990, as filed pursuant to the Securities Act of 1933,
under the caption "Description of Securities."

(c)  All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be 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

     The Registrant is a Florida corporation.  The Registrant's Articles of
Incorporation provides that, to the fullest extent permitted by Florida law,
its directors shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director.  This provision in
the Articles of Incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Florida law.  In
addition, each director will continue to be subject to liability for breach of
the directors' duty of loyalty to the Registrant for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Florida law.  The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

     In addition, the Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by Florida law.  The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and permits the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such advances
if it is ultimately determined that the indemnified party is not entitled to
indemnification.  The Registrant's Bylaws permit, and its Board of Directors
has authorized, the purchase of liability insurance for the Registrant's
officers and directors.

                                       -3-

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.  The Registrant believes that its Articles
of Incorporation and Bylaw provisions are necessary to attract and retain
qualified persons as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS

     5.1   Opinion of Bush Ross Gardner Warren & Rudy, P.A. regarding legality
           of the Common Stock.

     10.1   The Technology Research Corporation 2000 Long Term Incentive Plan as
           filed with the Commission as Exhibit "A" in the Registrant's
           definitive Proxy Statement dated July 14, 2000 is hereby
           incorporated by reference.

     23.1  Independent Auditors' Consent of KPMG LLP.

     24.1  Powers of Attorney.

ITEM 9.  UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

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

                 (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 event arising
                       after the effective date of the Registration Statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represents a
                       fundamental change in the information set forth in the
                       Registration Statement;

                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the Registration Statement;

                                       -4-

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission 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 herein, 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.

         (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 and 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 and Exchange Act of 1934) that is incorporated by reference in the
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.

         (c)  Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers, and controlling persons of Registrant
pursuant to the foregoing provisions (see Item 6) 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 Securities
Act of 1933 and is therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by 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 is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                       -5-

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Technology Research Corporation, a corporation organized and
existing under the laws of the State of Florida, 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 the City of
Clearwater, State of Florida, on July 23, 2002.

                        Technology Research Corporation

                        By:  /s/ Robert S. Wiggins
                                 Robert S. Wiggins, Chief Executive Officer

                             /s/ Scott J. Loucks
                                 Scott J. Loucks, Chief Financial Officer

Pursuant to the requirements of the Act, this registration statement or
amendment has been signed by the following persons in the capacities and on
the dates indicated.

Signatures                    Title                                Date

/s/ Robert S. Wiggins         Chairman of the Board of Directors,
    Robert S Wiggins          Chief Executive Officer           July 23, 2002

/s/ Scott J. Loucks
    Raymond H. Legatti*       President and Director            July 23, 2002

/s/ Scott J. Loucks           Director (Sr. VP of Government
    Raymond B. Wood*          Operations & Marketing)           July 23, 2002

/s/ Scott J. Loucks
    Gerry Chastelet*          Director                          July 23, 2002

/s/ Scott J. Loucks
    Martin L. Poad*           Director                          July 23, 2002

*Acting pursuant to a Power of Attorney, the original of which is incorporated
herein by reference to Exhibit 24 contained within Part II of the Company's
Registration Statement.

                                       -6-