UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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AMENDMENT NO. 10 to SCHEDULE 13D

                This amendment (“Amendment No. 10”) amends the Schedule 13D as previously filed and amended (the “Schedule”) by Value Partners, Ltd. (“VP”), Ewing & Partners (“E&P”) (or its predecessor, Fisher Ewing Partners) and Timothy G. Ewing with the Securities and Exchange Commission with respect to the 12% Cumulative Exchangeable Redeemable Preferred Stock, $.01 par value per share (the “Exchangeable Preferred Stock”), of Telos Corporation, a Maryland corporation (the “Issuer”).  All defined terms refer to terms defined herein or in the Schedule as previously amended.  This Amendment No. 10 speaks only as of its date.  Mr. Ewing, E&P, and VP are collectively referred to herein as the “Reporting Persons.”  The Schedule is amended only to the extent set forth below:

Item 4.  Purpose of Transaction

                Item 4.  Purpose of Transaction appearing in the Schedule is supplemented by adding the following disclosure to the end of such item:

                On May 3, 2005, Timothy G. Ewing and Ewing & Partners sent a letter to the Committee of Independent Directors of the Board of Directors of the Issuer jointly with other holders of the Exchangeable Preferred Stock. A copy of the letter is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The letter urges the Committee of Independent Directors to consider a strategic transaction such as, but not limited to, a public equity offering or a merger transaction so that the Issuer may recognize its unrealized value and raise sufficient funds to fulfill its contractual obligations to redeem the Exchangeable Preferred Stock on November 21, 2005.

                The signatories to the letter included four other holders of the Exchangeable Preferred Stock. The signatories to the letter expressly state that they are not acting together for purposes of acquiring, holding, voting or disposing of any equity security of the Issuer, and they expressly deny that they constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

Item 7.  Material to be Filed as Exhibits

                The following exhibit is filed as part of this Amendment No. 10:

                                Exhibit 99.1            Letter dated May 3, 2005 to the Committee of Independent

                                                                Directors of the Board of Directors of the Issuer

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SIGNATURES

                After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Amendment No. 10 to the Schedule 13D is true, complete and correct.

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Exhibit 99.1

Dr. Fred C. Ikle

Mr. David Borland

Ambassador Langhorne A. Motley

Committee of Independent Directors of the Board of Directors

Telos Corporation

c/o Joseph M. Berl

Powell Goldstein LLP

901 New York Avenue, N.W.

Washington, D.C. 20001-4413

May 3, 2005

Gentlemen:

The parties signing this letter (the “Signatories”) are responding to your recent letters to them soliciting their input to the financial restructuring of Telos Corporation(1) (the “Company”). As the Signatories are among the largest holders of the Company’s sole public security, they are pleased to provide a joint response based on the verbal acknowledgement by legal counsel to the Independent Committee.

(1) Formerly C3 Inc.

The Signatories each hereby acknowledges and agrees that, by holding discussions and meetings relating to a possible restructuring of the capital of the Company, and by delivering this proposal in connection with such possible restructuring, none of the Signatories has acted together nor agreed to act together with another for purposes of acquiring, holding, voting or disposing of an equity security of the Company or for any other purpose, and therefore the Signatories do not constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Neither the submission of this letter nor anything contained herein or discussed shall be construed as an admission that the Signatories constitute a “person” or “group” for any purpose, or an admission that any Signatory is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the equity securities of the Company owned by any other Signatory. The Signatories expressly acknowledge and agree that no Signatory has any shared voting or dispositive power over the equity securities of the Company owned by any other Signatory. Except for the submission of this letter in response to the solicitation of the Company, the Signatories do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with or among each other with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or dispositive power over the securities of the Company.

Each of the Signatories is aware that the security that he owns, Telos’ 12% Cumulative Exchangeable Redeemable Preferred Stock (the “Security”), was issued in 1989 as a component of the leveraged buyout (“LBO”) of C3 Inc. by C3 Acquisition Corp. Each of the Signatories is also aware that the Security has a first mandatory redemption date of November 21, 2005 at a price of $10 per share, plus accrued and unpaid, contractually obligated dividends.

As you are aware, the Security is a fixed obligation of the Company and the holders of the Security are not considered by the Company to be equity participants, as disclosed in the October 20, 1989 Proxy Statement/Prospectus:

“As a result [of receiving the Security] the public shareholders of the Company [existing prior to completion of the LBO] will be deprived of the opportunity to share in any future earnings or growth of the Company”

Additionally, each of the Signatories is aware of the Board of Directors’ disclosure statements made in the Company’s SEC filings on Forms 8-K, 10-Q and 10-K beginning in March 2004 that the Company believes it will more likely than not be unable to meet the redemption schedule in accordance with the contractual obligations set forth in the terms of the Security.

Each of the Signatories acknowledges that based on the Company’s Form 10-K for the fiscal year ended December 31, 2004, on that date, the Company did not have sufficient cash on hand to effect the mandatory redemption that is scheduled to commence this year in accordance with the contractual obligations of the Company under the terms of the Security. However, each of the Signatories believes that the Company has substantial unrealized total enterprise value (“TEV”) that could be unlocked by the Board of Directors through a strategic transaction such as, but not limited to, a public equity offering or a merger transaction (a “Strategic Transaction”). Such a Strategic Transaction is interesting because it has the potential to unlock substantial value that can be made available to the Company to provide “legally available funds” to either completely or near completely fulfill the contractual obligations of the Company under the terms of the Security.

Based on independent analysis conducted by certain of the Signatories, and submitted in the enclosed summary, each of the Signatories estimates that the Company’s unrealized TEV is at least between $80 million and $100 million.

In exploring the Company’s ability to execute a Strategic Transaction, some of the Signatories have had informal extensive discussions with nationally-recognized investment banks that specialize in the Company’s sector, including Friedman Billings Ramsey, BB&T Windsor Group, RBC Capital Markets, Stephens Financial Group and Morgan Joseph. These investment banks have expressed confidence in their respective independent abilities to successfully execute a Strategic Transaction on behalf of the Company.

The Committee of Independent Directors, in addition to the entire Board of Directors, has a fiduciary duty to direct and aggressively pursue a Strategic Transaction that would unlock the unrealized TEV and provide “legally available funds” for fulfilling the contractual obligations of the Company under the terms of the Security.

To assist the Committee of Independent Directors and the Company in facilitating a Strategic Transaction for the purposes of unlocking unrealized TEV and fulfilling the contractual obligations of the Company under the terms of the Security, some interest has been expressed by the Signatories in the possibility that holders of the Security may consent to a reduction to the dollar amount of the accrued and unpaid dividends currently due and owed by the Company ($38.75 million as of March 31, 2005).

Each of the Signatories would welcome an opportunity to meet with you to discuss these issues. The Signatories understand from certain conversations with Counsel to the Committee of Independent Directors that a meeting will be held on May 10, 2005 at the office of Powell Goldstein. Subject to scheduling, each of the Signatories would be very pleased to meet with you at that time.

Sincerely,

Enc: summary valuation analysis

(1) EBITDA adjusted for discretionary cash bonuses and “consulting fees” to the majority common shareholder

Indicative Valuation Ranges

($ in millions)

(1) EBITDA adjusted for discretionary cash bonuses and “consulting fees” to the majority common shareholder

(1) LTM figues are pro forma for significant material merger transactions in the LTM period.