TELOS CORP — Director's Dealing 2003

Dec 18, 2003

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TELOS CORP (TLSRP)
CIK: 0000320121
Period of Report: 2003-04-29

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Preferred Stock, par value $.01 per share	69000	Direct
Preferred Stock, par value $.01 per share	94500	Indirect
Preferred Stock, par value $.01 per share	289200	Indirect
Preferred Stock, par value $.01 per share	13500	Indirect

Footnotes

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

F2: The Reporting Person has a direct beneficial ownership interest in 69,000 shares of 12% Cumulative Exchangeable Redeemable Preferred Stock, par value $.01 per share (the "Preferred Stock") of Telos Corporation (TLSRP) ("Telos").

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.

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 these securities of Telos, to which the Reporting Person claims indirect beneficial ownership.

F5: 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 these securities of Telos, to which the Reporting Person claims indirect beneficial ownership.