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
  
                                    July 21, 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 July 21, 2003.
  
  ITEM 12.       Results of Operation and Financial Condition.
  
          On July 21, 2003, the Registrant  issued a press release with respect to
  its operating results for the fourth quarter and year ended May 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:   July 21, 2003
  
  
                                         3
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  Exhibit No.           Description
  
  27.1    Press Release dated July 21, 2003.
  
  
                                         4
  
  <PAGE>
  
  
  Exhibit 27.1
  
  TSR, INC. REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FISCAL YEAR ENDED
  MAY 31, 2003
  
  Hauppauge, NY (July 21, 2003)---TSR,  Inc., (Nasdaq:TSRI) a provider of computer
  programming  consulting  services,  today  announced  financial  results for the
  fourth quarter and fiscal year ended May 31, 2003.
  
  For the  quarter,  which  ended May 31st,  revenues  decreased  6% from the same
  quarter last year to $12.9 million.  Consolidated  net income decreased 22% from
  the comparable period to $537,000.  Additionally, basic and diluted earnings per
  share decreased to $0.12 from $0.16.
  
  For the full year,  revenues decreased 12% from the prior year to $52.4 million.
  Consolidated  net  income  decreased  13% from  the  prior  year to  $2,362,000.
  Earnings per share decreased to $0.53 from $0.61.
  
  Joe Hughes,  CEO,  stated,  " We believe TSR is one of the few small IT staffing
  companies that has been able to remain profitable and build its cash during this
  period of decreased  technology  spending.  This was accomplished as a result of
  timely cost cutting and strong team effort.  As a result TSR recently declared a
  special  dividend  of $2.00  per  share  and  announced  a policy  of  declaring
  dividends  at the rate of $0.15 per quarter for its 2004 fiscal year and beyond,
  if it is able to maintain cash flow from operations.
  
  The  continuing  weak  economic  environment  has  resulted  in a cutback  on IT
  spending. While we have had only a small decline in the number of consultants on
  billing from the prior year, 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
  
  
                                         5
  <PAGE>
  
  
  TSR, INC. REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FISCAL YEAR ENDED
  MAY 31, 2003 (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                Year Ended
                                                May 31,                        May 31,
  
                                             2003          2002            2003           2002
                                             ----          ----            ----           ----
  
  <S>                                   <C>            <C>             <C>            <C>
  Revenues. . . . . . . . . . . . .     $ 12,916,000   $ 13,720,000    $ 52,443,000   $ 59,455,000
  
  Operating expenses . . . . . . . .      12,020,000     12,602,000      48,469,000     55,031,000
                                          ----------     ----------      ----------     ----------
  Income from operations . . . . . .         896,000      1,118,000       3,974,000      4,424,000
  
  Other income . . . . . . . . . . .          34,000         56,000         182,000        314,000
                                          ----------     ----------      ----------     ----------
  Pre-tax income . . . . . . . . . .         930,000      1,174,000       4,156,000      4,738,000
  
  Income taxes. . . . . . . . . . .          393,000        484,000       1,794,000      2,030,000
                                          ----------     ----------      ----------     ----------
  Net income . . . . . . . . . . . .    $    537,000   $    690,000    $  2,362,000    $ 2,708,000
                                          ==========    ===========      ==========     ==========
  
  Basic and diluted net income per
  common share . . . . . . . . . . .    $       0.12   $       0.16    $       0.53    $      0.61
                                          ==========    ===========      ==========     ==========
  
  Weighted average number of basic
  common shares outstanding. . . . .       4,418,000      4,418,000       4,418,000      4,418,000
                                          ==========    ===========      ==========     ==========
  
  Weighted average number of diluted
  common shares outstanding. . . . .       4,418,000      4,423,000       4,418,000      4,422,000
                                          ==========    ===========      ==========     ==========
  </TABLE>
  
  
  
  
                                     Page 2 of 2
  
  
                                         6
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e999042.txt", "secsgml_size_bytes": 7752}]
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": "03795984"}, "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
  
                                    July 21, 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 July 21, 2003.
  
  ITEM 12.       Results of Operation and Financial Condition.
  
          On July 21, 2003, the Registrant  issued a press release with respect to
  its operating results for the fourth quarter and year ended May 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:   July 21, 2003
  
                                         3
  EXHIBIT INDEX
  
  Exhibit No.           Description
  
  27.1    Press Release dated July 21, 2003.
  
                                         4
  Exhibit 27.1
  
  TSR, INC. REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FISCAL YEAR ENDED
  MAY 31, 2003
  
  Hauppauge, NY (July 21, 2003)---TSR,  Inc., (Nasdaq:TSRI) a provider of computer
  programming  consulting  services,  today  announced  financial  results for the
  fourth quarter and fiscal year ended May 31, 2003.
  
  For the  quarter,  which  ended May 31st,  revenues  decreased  6% from the same
  quarter last year to $12.9 million.  Consolidated  net income decreased 22% from
  the comparable period to $537,000.  Additionally, basic and diluted earnings per
  share decreased to $0.12 from $0.16.
  
  For the full year,  revenues decreased 12% from the prior year to $52.4 million.
  Consolidated  net  income  decreased  13% from  the  prior  year to  $2,362,000.
  Earnings per share decreased to $0.53 from $0.61.
  
  Joe Hughes,  CEO,  stated,  " We believe TSR is one of the few small IT staffing
  companies that has been able to remain profitable and build its cash during this
  period of decreased  technology  spending.  This was accomplished as a result of
  timely cost cutting and strong team effort.  As a result TSR recently declared a
  special  dividend  of $2.00  per  share  and  announced  a policy  of  declaring
  dividends  at the rate of $0.15 per quarter for its 2004 fiscal year and beyond,
  if it is able to maintain cash flow from operations.
  
  The  continuing  weak  economic  environment  has  resulted  in a cutback  on IT
  spending. While we have had only a small decline in the number of consultants on
  billing from the prior year, 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
  
                                         5
  TSR, INC. REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FISCAL YEAR ENDED
  MAY 31, 2003 (CONTINUED)
  
  Based in  Hauppauge,  New  York,  TSR,  Inc.,  provides  information  technology
  professionals to major corporations and state and local government agencies.
  Three Months Ended                Year Ended
                                                May 31,                        May 31,
  
                                             2003          2002            2003           2002
                                             ----          ----            ----           ----
  Revenues. . . . . . . . . . . . .     $ 12,916,000   $ 13,720,000    $ 52,443,000   $ 59,455,000
  
  Operating expenses . . . . . . . .      12,020,000     12,602,000      48,469,000     55,031,000
                                          ----------     ----------      ----------     ----------
  Income from operations . . . . . .         896,000      1,118,000       3,974,000      4,424,000
  
  Other income . . . . . . . . . . .          34,000         56,000         182,000        314,000
                                          ----------     ----------      ----------     ----------
  Pre-tax income . . . . . . . . . .         930,000      1,174,000       4,156,000      4,738,000
  
  Income taxes. . . . . . . . . . .          393,000        484,000       1,794,000      2,030,000
                                          ----------     ----------      ----------     ----------
  Net income . . . . . . . . . . . .    $    537,000   $    690,000    $  2,362,000    $ 2,708,000
                                          ==========    ===========      ==========     ==========
  
  Basic and diluted net income per
  common share . . . . . . . . . . .    $       0.12   $       0.16    $       0.53    $      0.61
                                          ==========    ===========      ==========     ==========
  
  Weighted average number of basic
  common shares outstanding. . . . .       4,418,000      4,418,000       4,418,000      4,418,000
                                          ==========    ===========      ==========     ==========
  
  Weighted average number of diluted
  common shares outstanding. . . . .       4,418,000      4,423,000       4,418,000      4,422,000
                                          ==========    ===========      ==========     ==========
  Page 2 of 2
  
                                         6