content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                 September 29, 2003
  
                  Date of Report (Date of Earliest Event Reported)
  
                                      TSR, Inc.
  
    ---------------------------------------------------------------------------
  
               (Exact Name of Registrant as Specified in its Charter)
  
  
  
     DELAWARE                      0-8656                          13-2635899
  --------------------------------------------------------------------------------
  (State or Other              (Commission                  (I.R.S. Employer
  Jurisdiction of              File Number)                 Identification No.)
  Incorporation)
  
  
  
                        400 OSER AVENUE, HAUPPAUGE, NY      11788
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices)    (Zip Code)
  
  
                 (Registrant's Telephone Number, Including Area Code)
                               (631) 231-0333
  
  
  
  --------------------------------------------------------------------------------
            (Former Name or Former Address, If Changed Since Last Report)
  
  
  <PAGE>
  
  
  ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
          (a)    Not Applicable
  
          (b)    Not Applicable
  
          (c)    Exhibits
  
          27.1.  Press release dated September 29, 2003.
  
  ITEM 12.       Results of Operation and Financial Condition.
  
          On  September  29,  2003,  the  Registrant  issued a press  release with
  respect to its operating  results for the first quarter ended August 31, 2003, a
  copy of which is filed as Exhibit 27.1.
  
  
                                         2
  
  <PAGE>
  
  
                                     SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                      TSR, INC.
  
                                      By:     s/JOHN G. SHARKEY
                                              ----------------------------
                                              Name:  John G. Sharkey
                                              Title: Vice President and Secretary
  
  Date:   September 29, 2003
  
  
                                         3
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  Exhibit No.           Description
  
  27.1    Press Release dated September 29, 2003.
  
  
                                         4
  
  
  <PAGE>
  
  
  Exhibit 27.1
  
  TSR, INC. REPORTS  FINANCIAL RESULTS FOR THE FIRST QUARTER ENDED AUGUST 31, 2003
  AND DECLARES QUARTERLY DIVIDEND OF $ 0.15 PER SHARE.
  
  Hauppauge,  NY (September 29,  2003)---TSR,  Inc.,  (Nasdaq:TSRI)  a provider of
  computer programming consulting services,  today announced financial results for
  the first  quarter  ended  August 31, 2003 and that its Board of  Directors  had
  declared a quarterly cash dividend of $0.15 per share.
  
  For the quarter ended August 31st, revenues decreased 6.9% from the same quarter
  last year to $12.7 million.  Consolidated  net income  decreased  24.1% from the
  comparable  period to $504,000.  Additionally,  earnings per share  decreased to
  $0.11 from $0.15.
  
  The Company  also  announced  that the Board of  Directors  had  declared a cash
  dividend of $0.15 per share for its first fiscal  quarter.  The dividend will be
  payable October 31, 2003 to shareholders of record as of October 16, 2003.
  
  Joe  Hughes,  CEO,  stated,  "We  believe  TSR  remains  one of the few small IT
  staffing  companies that has been able to maintain  profitability  and build its
  cash during this period of decreased technology spending. As a result TSR paid a
  special  one-time  dividend of $2.00 per share in July and announced a policy of
  declaring dividends at the rate of $0.15 per quarter for its current fiscal year
  and beyond, provided we are able to maintain cash flow from operations.
  
  Demand for IT professionals in the U.S.  continues to be weak and adverse trends
  such as the continuing effects of the current economic climate and an increasing
  use  of  offshore   development   companies  have   substantially   reduced  job
  opportunities  for  stateside  programmers.  While we have  experienced  a small
  increase in the number of  consultants  on billing from the prior year  quarter,
  the current weak economic  environment  has resulted in us realizing less profit
  on average from our billable  consultants.  We hope when  increased  demand does
  return, that we will be able to improve our pricing structure.  However, at this
  stage,  we cannot predict when economic  conditions  will improve and the demand
  for IT services will increase."
  
  Certain statements contained herein are forward-looking  statements,  as defined
  in the Private  Securities  Litigation  Reform Act of 1995.  Actual  results may
  differ materially from those set forth in the forward-looking  statements due to
  known and unknown  risks and  uncertainties,  including but not limited to those
  described in the Company's filings under the Securities Exchange Act of 1934.
  
  
                                     Page 1 of 2
  <PAGE>
  
  
  TSR, INC. REPORTS  FINANCIAL RESULTS FOR THE FIRST QUARTER ENDED AUGUST 31, 2003
  AND DECLARED QUARTERLY DIVIDEND OF $0.15 PER SHARE.
  (CONTINUED)
  
  Based in  Hauppauge,  New  York,  TSR,  Inc.,  provides  information  technology
  professionals to major corporations and state and local government agencies.
  
  <TABLE>
  <CAPTION>
                                                                              Three Months Ended
                                                                                      August 31,
  
                                                                             2003           2002
                                                                             ----           ----
  
  <S>                                                                <C>            <C>
  Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 12,737,000   $ 13,681,000
  
  Operating expenses . . . . . . . . . . . . . . . . . . . . . .       11,859,000     12,551,000
                                                                     ------------   ------------
  
  Income from operations . . . . . . . . . . . . . . . . . . . .          878,000      1,130,000
  
  Other income . . . . . . . . . . . . . . . . . . . . . . . . .           30,000         50,000
                                                                     ------------   -------------
  
  Pre-tax income . . . . . . . . . . . . . . . . . . . . . . . .          908,000      1,180,000
  
  Income taxes . . . . . . . . . . . . . . . . . . . . . . . . .          404,000        516,000
                                                                     ------------   ------------
  
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . .   $      504,000  $     664,000
                                                                     ============   ============
  
  Basic and diluted net income per common share. . . . . . . . .   $         0.11  $       0.15
                                                                     ============   ============
  
  Weighted average common shares outstanding. . . . . . . . . . .       4,523,000
                                                                     ============ 4,418,000
                                                                                  =========
  
  Weighted average diluted common shares outstanding. . . . . . .       4,531,000
                                                                     ============ 4,418,000
                                                                                  =========
  </TABLE>
  
  
  
                                     Page 2 of 2
  
  
                                         6
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e1010871.txt", "secsgml_size_bytes": 8085}]
metadata_filer: {"company-data": {"conformed-name": "TSR INC", "cik": "0000098338", "assigned-sic": "7371", "irs-number": "132635899", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-08656", "film-number": "03919549"}, "business-address": {"street1": "400 OSER AVE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5162310333"}, "mail-address": {"street1": "400 OSER AVENUE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}, "former-company": {"former-conformed-name": "TIME SHARING RESOURCES INC", "date-changed": "19840129"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                 September 29, 2003
  
                  Date of Report (Date of Earliest Event Reported)
  
                                      TSR, Inc.
  
    ---------------------------------------------------------------------------
  
               (Exact Name of Registrant as Specified in its Charter)
  
     DELAWARE                      0-8656                          13-2635899
  --------------------------------------------------------------------------------
  (State or Other              (Commission                  (I.R.S. Employer
  Jurisdiction of              File Number)                 Identification No.)
  Incorporation)
  
                        400 OSER AVENUE, HAUPPAUGE, NY      11788
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices)    (Zip Code)
  
                 (Registrant's Telephone Number, Including Area Code)
                               (631) 231-0333
  
  --------------------------------------------------------------------------------
            (Former Name or Former Address, If Changed Since Last Report)
  ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
          (a)    Not Applicable
  
          (b)    Not Applicable
  
          (c)    Exhibits
  
          27.1.  Press release dated September 29, 2003.
  
  ITEM 12.       Results of Operation and Financial Condition.
  
          On  September  29,  2003,  the  Registrant  issued a press  release with
  respect to its operating  results for the first quarter ended August 31, 2003, a
  copy of which is filed as Exhibit 27.1.
  
                                         2
  SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                      TSR, INC.
  
                                      By:     s/JOHN G. SHARKEY
                                              ----------------------------
                                              Name:  John G. Sharkey
                                              Title: Vice President and Secretary
  
  Date:   September 29, 2003
  
                                         3
  EXHIBIT INDEX
  
  Exhibit No.           Description
  
  27.1    Press Release dated September 29, 2003.
  
                                         4
  Exhibit 27.1
  
  TSR, INC. REPORTS  FINANCIAL RESULTS FOR THE FIRST QUARTER ENDED AUGUST 31, 2003
  AND DECLARES QUARTERLY DIVIDEND OF $ 0.15 PER SHARE.
  
  Hauppauge,  NY (September 29,  2003)---TSR,  Inc.,  (Nasdaq:TSRI)  a provider of
  computer programming consulting services,  today announced financial results for
  the first  quarter  ended  August 31, 2003 and that its Board of  Directors  had
  declared a quarterly cash dividend of $0.15 per share.
  
  For the quarter ended August 31st, revenues decreased 6.9% from the same quarter
  last year to $12.7 million.  Consolidated  net income  decreased  24.1% from the
  comparable  period to $504,000.  Additionally,  earnings per share  decreased to
  $0.11 from $0.15.
  
  The Company  also  announced  that the Board of  Directors  had  declared a cash
  dividend of $0.15 per share for its first fiscal  quarter.  The dividend will be
  payable October 31, 2003 to shareholders of record as of October 16, 2003.
  
  Joe  Hughes,  CEO,  stated,  "We  believe  TSR  remains  one of the few small IT
  staffing  companies that has been able to maintain  profitability  and build its
  cash during this period of decreased technology spending. As a result TSR paid a
  special  one-time  dividend of $2.00 per share in July and announced a policy of
  declaring dividends at the rate of $0.15 per quarter for its current fiscal year
  and beyond, provided we are able to maintain cash flow from operations.
  
  Demand for IT professionals in the U.S.  continues to be weak and adverse trends
  such as the continuing effects of the current economic climate and an increasing
  use  of  offshore   development   companies  have   substantially   reduced  job
  opportunities  for  stateside  programmers.  While we have  experienced  a small
  increase in the number of  consultants  on billing from the prior year  quarter,
  the current weak economic  environment  has resulted in us realizing less profit
  on average from our billable  consultants.  We hope when  increased  demand does
  return, that we will be able to improve our pricing structure.  However, at this
  stage,  we cannot predict when economic  conditions  will improve and the demand
  for IT services will increase."
  
  Certain statements contained herein are forward-looking  statements,  as defined
  in the Private  Securities  Litigation  Reform Act of 1995.  Actual  results may
  differ materially from those set forth in the forward-looking  statements due to
  known and unknown  risks and  uncertainties,  including but not limited to those
  described in the Company's filings under the Securities Exchange Act of 1934.
  
                                     Page 1 of 2
  TSR, INC. REPORTS  FINANCIAL RESULTS FOR THE FIRST QUARTER ENDED AUGUST 31, 2003
  AND DECLARED QUARTERLY DIVIDEND OF $0.15 PER SHARE.
  (CONTINUED)
  
  Based in  Hauppauge,  New  York,  TSR,  Inc.,  provides  information  technology
  professionals to major corporations and state and local government agencies.
  Three Months Ended
                                                                                      August 31,
  
                                                                             2003           2002
                                                                             ----           ----
  Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 12,737,000   $ 13,681,000
  
  Operating expenses . . . . . . . . . . . . . . . . . . . . . .       11,859,000     12,551,000
                                                                     ------------   ------------
  
  Income from operations . . . . . . . . . . . . . . . . . . . .          878,000      1,130,000
  
  Other income . . . . . . . . . . . . . . . . . . . . . . . . .           30,000         50,000
                                                                     ------------   -------------
  
  Pre-tax income . . . . . . . . . . . . . . . . . . . . . . . .          908,000      1,180,000
  
  Income taxes . . . . . . . . . . . . . . . . . . . . . . . . .          404,000        516,000
                                                                     ------------   ------------
  
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . .   $      504,000  $     664,000
                                                                     ============   ============
  
  Basic and diluted net income per common share. . . . . . . . .   $         0.11  $       0.15
                                                                     ============   ============
  
  Weighted average common shares outstanding. . . . . . . . . . .       4,523,000
                                                                     ============ 4,418,000
                                                                                  =========
  
  Weighted average diluted common shares outstanding. . . . . . .       4,531,000
                                                                     ============ 4,418,000
                                                                                  =========
  Page 2 of 2
  
                                         6