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                                                                  Exhibit No. 99

Report of Independent Accountants


To the Shareholders and Board of Directors of
  TRC Companies, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of TRC
Companies, Inc. as of December 31, 2001, and the related consolidated statements
of operations for each of the three-month and six-month periods ended December
31, 2001 and 2000, and the condensed consolidated statements of cash flows for
the six-month period ended December 31, 2001 and 2000. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of June 30,
2001, and the related consolidated statements of operations, changes in
shareholders' equity and of cash flows for the year then ended (not presented
herein), and in our report dated October 9, 2001 we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 2001, is fairly stated in all material respects in relation
to the consolidated balance sheet from which it has been derived.

As discussed in Note 9, the accompanying condensed consolidated financial
statements have been restated.


/s/ PricewaterhouseCoopers LLP


Hartford, Connecticut
February 14, 2002, except as to Note 9,
for which the date is August 26, 2002


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