TELOS CORP — Director's Dealing 2004

Apr 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TELOS CORP (TLSRP)
CIK: 0000320121
Period of Report: 2004-04-19

Reporting Person: WYNNEFIELD PARTNERS SMALL CAP VALUE LP (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: CHANNEL PARTNERSHIP II L P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-19	Preferred Stock, par value $.01 per share	P	94000	$3.05	Acquired	466200	Direct
2004-04-19	Preferred Stock, par value $.01 per share	P	82000	$3.05	Acquired	466200	Indirect
2004-04-19	Preferred Stock, par value $.01 per share	S	94000	$3.05	Disposed	466200	Indirect
2004-04-19	Preferred stock, par value $.01 per share	S	82000	$3.05	Disposed	466200	Indirect

Footnotes

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

F2: On the date hereof, the Reporting Person directly beneficially owns 163,000 shares of the 12% Cumulative Exchangeable Redeemable Preferred Stock, par value $.01 per share (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, 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 176,500 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 113,200
shares of Preferred Stock.