SECURITIES AND EXCHANGE COMMISSION
                                      WASHINGTON, D.C. 20549
                                         FORM 10-C


                        REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                                   INTERDEALER QUOTATION SYSTEM


                           Filed Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934 and Rule 13a-17
                                       or 15d-17 Thereunder


                         RCM TECHNOLOGIES, INC.
                  (Exact name of registrant as specified in its charter)

2500 McClellan Avenue
3rd Floor, Kevon Office Center
Pennsauken, New Jersey                                                  08109
(Address of Principal Executive Offices                               (Zip Code)

Issuer's telephone number, including area code              (609) 486-1777
                                                                 --------------

                                    I.   CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change  (increase or decrease) of 5% or more in the number
of shares outstanding:

1.  Title of Security     Common Stock, par value $.05 per share
2.  Number of shares outstanding before the change   14,713,565
3.  Number of shares outstanding after the change    16,275,118
4.  Effective date of change           August 30, 1995
5.  Method of change:
         Specify method (such as merger,  acquisition,  exchange,  distribution,
         stock split, reverse split, acquisition of stock for treasury, etc.)

         Issuance of shares of Common Stock in connection  with the  acquisition
         of  the  shares  of  Cataract,  Inc.  by  the  Issuer's  subsidiary  CI
         Acquisition Corp.

      Give a brief description of transaction:CI Acquisition Corp. merged with
      Cataract, Inc. on     August 30, 1995.  The acquisition price included the
      issuance of 1,561,553 shares of Common Stock to the shareholders of
      Cataract.  The shares have not been registered under the Securities Act of
      1933.






                                          II.   CHANGE IN NAME OF ISSUER

1.  Name prior to Change      N/A
2.  Name after Change         N/A
3.  Effective date of charter amendment changing name     N/A
4.  Date of shareholder approval of change, if required   N/A


                                                          RCM TECHNOLOGIES, INC.


DATE:     September 1, 1995                          BY:
                                                   (Officer's Signature & Title)
                                                    Stanton Remer,
                                                    Chief Financial Officer