UNITED STATES
          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549

                       FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


            TECHNOLOGY RESEARCH CORPORATION
            _______________________________
     (Name of issuer as specified in its charter)

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


5250 140th Avenue North, Clearwater, Florida           34620
_________________________________________________________________
  (Address of Principal Executive Offices)           (Zip Code)


                   1993 INCENTIVE STOCK OPTION PLAN
                   ________________________________
                         (Full Title of Plan)

Randy K. Sterns, Esq., 220 South Franklin Street, Tampa, Florida 33602
______________________________________________________________________
               (Name and Address of Agent for Service)

                            (813) 224-9255
               _______________________________________
               (Telephone Number of Agent for Service)


                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Title of each    Amount to be   Proposed        Proposed        Amount of
class of         registered     maximum         maximum         registration
securities to be                offering price  aggregate       fee
registered                      per Share       offering price

<S>              <C>            <C>             <C>             <C>
common stock,    500,000        $1.81           $905,000        $307.70
$.17 par value

<FN>
The approximate date of the proposed sale of the securities offered hereby is
on or after September 5, 1995, and the registration fee is computed on the
basis of the Company's per share price at the close of business on September 5,
1995 in accordance with Rule 457(c) and (h).
</TABLE>

<PAGE>

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

ITEM 1.  Plan Information

ITEM 2.  Registrant Information and Employee Plan Annual Information


PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

     The following documents have been filed by the Company with the
Securities and Exchange Commission and are incorporated herein by reference:

         (a)  The Company's Annual Report on Form 10-K for the period ending
              March 31, 1995, filed pursuant to Section 13(a) of the Exchange
              Act, and containing audited financial statements for that period;
              and

         (b)  All other reports filed by the Company pursuant to Section 13(a)
              of the Exchange Act since March 31, 1995.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") 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 made a part hereof from the date of
filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement. The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.



____________________

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

<PAGE>

ITEM 4.  Description of Securities.

     Item 9 of Part I of the Company's Registration Statement on Form S-1
(File No. 33-31967) hereby is incorporated by reference.

ITEM 5.  Interests of Named Experts and Counsel.

         N/A

ITEM 6.  Indemnification of Directors and Officers.

     Item 19 of Part II of the Company's Registration Statement on Form S-1
(File No. 33-31967) hereby is incorporated by reference.

ITEM 7.  Exemption from Registration Claimed.

         N/A

ITEM 8.  Exhibits.

     The following documents are made exhibits to this registration statement,
each being listed in accordance with the correspondingly numbered items of
Regulation S-K, Item 601:

     4(a) 1993 Incentive Stock Option Plan.

     4(c) Articles of Incorporation previously filed with and as a part of the
          Company's Registration Statement on Form S-1, Registration No.
          33-24647.

     4(d) Bylaws of the Company previously filed with and as a part of the
          Company's Registration Statement on Form S-1, Registration No.
          33-24647.

     5    Opinion of Counsel Regarding the Legality of the Shares of Common
           Stock being Registered.

    23(a) Consent of Counsel (included in Exhibit 5).

    23(b) Consent of Independent Auditors.

    24    Power of Attorney.

<PAGE>

ITEM 9.  Undertakings.

     A.  Rule 415 Offering. 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:

              (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 the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement;

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

                   Provided, however, that paragraphs (l)(i) and (l)(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 by the Registrant pursuant to Section
                   13 or Section 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.

     B.  Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act 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.


<PAGE>

     C.  Securities and Exchange Commission Position on Indemnification.
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.







SIGNATURES:

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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, on this 5 day of September, 1995.


                                  TECHNOLOGY RESEARCH CORPORATION




                                  Robert S. Wiggins
                                  _______________________
                                  Robert S. Wiggins
                                  Chief Executive Officer
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UNITED STATES
          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549

                       FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

            TECHNOLOGY RESEARCH CORPORATION
            _______________________________
     (Name of issuer as specified in its charter)

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

5250 140th Avenue North, Clearwater, Florida           34620
_________________________________________________________________
  (Address of Principal Executive Offices)           (Zip Code)

                   1993 INCENTIVE STOCK OPTION PLAN
                   ________________________________
                         (Full Title of Plan)

Randy K. Sterns, Esq., 220 South Franklin Street, Tampa, Florida 33602
______________________________________________________________________
               (Name and Address of Agent for Service)

                            (813) 224-9255
               _______________________________________
               (Telephone Number of Agent for Service)

                 CALCULATION OF REGISTRATION FEE
Title of each    Amount to be   Proposed        Proposed        Amount of
class of         registered     maximum         maximum         registration
securities to be                offering price  aggregate       fee
registered                      per Share       offering price
common stock,    500,000        $1.81           $905,000        $307.70
$.17 par value
The approximate date of the proposed sale of the securities offered hereby is
on or after September 5, 1995, and the registration fee is computed on the
basis of the Company's per share price at the close of business on September 5,
1995 in accordance with Rule 457(c) and (h).
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information

ITEM 2.  Registrant Information and Employee Plan Annual Information

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

     The following documents have been filed by the Company with the
Securities and Exchange Commission and are incorporated herein by reference:

         (a)  The Company's Annual Report on Form 10-K for the period ending
              March 31, 1995, filed pursuant to Section 13(a) of the Exchange
              Act, and containing audited financial statements for that period;
              and

         (b)  All other reports filed by the Company pursuant to Section 13(a)
              of the Exchange Act since March 31, 1995.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") 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 made a part hereof from the date of
filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement. The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

____________________

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
ITEM 4.  Description of Securities.

     Item 9 of Part I of the Company's Registration Statement on Form S-1
(File No. 33-31967) hereby is incorporated by reference.

ITEM 5.  Interests of Named Experts and Counsel.

         N/A

ITEM 6.  Indemnification of Directors and Officers.

     Item 19 of Part II of the Company's Registration Statement on Form S-1
(File No. 33-31967) hereby is incorporated by reference.

ITEM 7.  Exemption from Registration Claimed.

         N/A

ITEM 8.  Exhibits.

     The following documents are made exhibits to this registration statement,
each being listed in accordance with the correspondingly numbered items of
Regulation S-K, Item 601:

     4(a) 1993 Incentive Stock Option Plan.

     4(c) Articles of Incorporation previously filed with and as a part of the
          Company's Registration Statement on Form S-1, Registration No.
          33-24647.

     4(d) Bylaws of the Company previously filed with and as a part of the
          Company's Registration Statement on Form S-1, Registration No.
          33-24647.

     5    Opinion of Counsel Regarding the Legality of the Shares of Common
           Stock being Registered.

    23(a) Consent of Counsel (included in Exhibit 5).

    23(b) Consent of Independent Auditors.

    24    Power of Attorney.
ITEM 9.  Undertakings.

     A.  Rule 415 Offering. 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:

              (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 the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement;

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

                   Provided, however, that paragraphs (l)(i) and (l)(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 by the Registrant pursuant to Section
                   13 or Section 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.

     B.  Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act 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.
C.  Securities and Exchange Commission Position on Indemnification.
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.

SIGNATURES:

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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, on this 5 day of September, 1995.

                                  TECHNOLOGY RESEARCH CORPORATION

                                  Robert S. Wiggins
                                  _______________________
                                  Robert S. Wiggins
                                  Chief Executive Officer