TELOS CORP — Director's Dealing 2003

Dec 18, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TELOS CORP (TLSRP)
CIK: 0000320121
Period of Report: 2003-05-07

Reporting Person: WYNNEFIELD PARTNERS SMALL CAP VALUE LP (10% Owner)
Reporting Person: WYNNEFIELD CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I (10% Owner)
Reporting Person: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD (10% Owner)
Reporting Person: WYNNEFIELD CAPITAL INC (10% Owner)
Reporting Person: CHANNEL PARTNERSHIP II L P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-05-07	Preferred Stock, par value $.01 per share	P	3000	$0.57	Acquired	466200	Direct
2003-05-07	Preferred Stock, par value $.01 per share	P	4400	$0.57	Acquired	466200	Indirect
2003-05-07	Preferred Stock, par value $.01 per share	P	2600	$0.57	Acquired	466200	Indirect
2003-05-20	Preferred Stock, par value $.01 per share	P	8300	$0.57	Acquired	466200	Direct
2003-05-20	Preferred Stock, par value $.01 per share	P	11800	$0.57	Acquired	466200	Indirect
2003-05-20	Preferred Stock, par value $.01 per share	P	7100	$0.57	Acquired	466200	Indirect
2003-05-28	Preferred Stock, par value $.01 per share	P	12200	$0.57	Acquired	466200	Direct
2003-05-28	Preferred Stock, par value $.01 per share	P	16200	$0.57	Acquired	466200	Indirect
2003-05-28	Preferred Stock, par value $.01 per share	P	11600	$0.57	Acquired	466200	Indirect
2003-09-16	Preferred Stock, par value $.01 per share	P	7500	$0.76	Acquired	466200	Indirect
2003-10-21	Preferred Stock, par value $.01 per share	P	3400	$.82	Acquired	466200	Direct
2003-10-21	Preferred Stock, par value $.01 per share	P	4100	$0.82	Acquired	466200	Indirect
2003-10-21	Preferred Stock, par value $.01 per share	P	2500	$0.82	Acquired	466200	Indirect
2003-11-04	Preferred Stock, par value $.01 per share	P	12800	$0.92	Acquired	466200	Direct
2003-11-04	Preferred Stock, par value $.01 per share	P	15700	$0.92	Acquired	466200	Indirect
2003-11-04	Preferred Stock, par value $.01 per share	P	9500	$0.92	Acquired	466200	Indirect

Footnotes

F1: 12% Cumulative Exchangeable Redeemable Preferred Stock, per value $.01 per share (the "Preferred Stock").

F2: This Statement relates to transactions which occurred during the months of May, September, October and November 2003. On December 18, 2003, the Reporting Person directly beneficially owned 69,000 shares of the Preferred Stock of Telos Corporation (TLSRP) ("Telos"). The Reporting Person has an indirect beneficial ownership interest in securities held in the name of Channel Partnership II, L.P., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Channel Partnership II, L.P., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person, and directly beneficially owns the securities of Telos to which the Reporting Person claims indirect beneficial ownership. On the date hereof, Channel Partnership II, L.P. directly beneficially owns 13,500 shares of Preferred Stock.

F3: The Reporting Person has an indirect beneficial ownership interest in securities held in the name of Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person, and directly beneficially owns these securities of Telos to which the Reporting Person claims indirect beneficial ownership. On the date hereof, Wynnefield Partners Small Cap Value, L.P. I directly beneficially owns 94,500 shares of Preferred Stock.

F4: The Reporting Person has an indirect beneficial ownership interest in securities held in the name of Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person, and directly beneficially owns the securities of Telos to which the Reporting Person claims indirect beneficial ownership. On the date hereof, Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns 289,200 shares of Preferred Stock.