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 26, 2004
                          --------------------------------
                          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)            Identificaion Number)
  incorporation
  
  
  
  
                        400 Oser Avenue, Hauppauge, NY 11788
                ----------------------------------------------------
                  (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (631) 231-0333
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
             ------------------------------------------------------------
            (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 26, 2004.
  
  ITEM 12. Results of Operation and Financial Condition.
  
           On July 26, 2004, the Registrant issued a press release with respect to
  its operating results for the year ended May 31, 2004, a copy of which is filed
  as Exhibit 27.1.
  
  
  <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:    August 2, 2004
  
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  
  Exhibit No.          Description
  
  27.1 Press Release dated July 26, 2004.
  
  
  
  <PAGE>
  
  
  
  Exhibit 27.1
  
  TSR, Inc. Reports Financial Results for the Fourth Quarter and Fiscal Year Ended
  May 31, 2004
  
  Hauppauge, NY (July 26, 2004)---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, 2004.
  
  For the quarter, which ended May 31st, revenues increased 3.9% from the same
  quarter last year to $13.4 million. Consolidated net income increased 1.7% from
  the comparable period to $546,000. Additionally, basic and diluted earnings per
  share remained $0.12.
  
  For the full year, revenues decreased 1.4% from the prior year to $51.7 million.
  Consolidated net income decreased 10.1% from the prior year to $2,124,000.
  Earnings per share decreased to $0.47 from $0.53.
  
  Joe Hughes, CEO, stated, "In the current quarter, although revenues were up
  almost 4% from the prior year quarter, net income did not keep pace due to a
  higher effective income tax rate. For the fiscal year, revenues were down
  slightly due to lower prices charged to customers. While margins were up, net
  income decreased approximately 10%, primarily due to increased selling, general
  and administrative expenses".
  
  Mr. Hughes added, "Demand for IT professionals in the U.S. continues to be weak
  and adverse trends such as an increasing use of offshore development companies
  have substantially reduced job opportunities for stateside programmers. The
  competitive market environment has resulted in us realizing less revenue and
  profit on average from our consultants, while increasing the costs associated
  with placing consultants. We cannot predict when competitive market 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 Fourth Quarter and Fiscal Year
  Ended May 31, 2004
  (Continued)
  
  
  <PAGE>
  
  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,
  <S>                                               <C>                <C>                <C>                <C>
                                                         2004                2003              2004             2003
                                                         ----                ----              ----             ----
  
   Revenues. . . . . . . . . . . . . . . .          $ 13,421,000        $ 12,916,000      $ 51,725,000     $ 52,443,000
  
   Operating expenses . . . . . . . . . . .           12,435,000          12,020,000        48,029,000       48,469,000
                                                     -----------         -----------       -----------     ------------
   Income from operations . . . . . . . . .              986,000             896,000         3,696,000        3,974,000
  
   Other income . . . . . . . . . . . . . .               13,000              34,000            63,000          182,000
                                                     -----------         -----------       -----------     ------------
   Pre-tax income . . . . . . . . . . . . .              999,000             930,000         3,759,000        4,156,000
  
   Income taxes. . . . . . . . . . . . . .               453,000             393,000         1,635,000        1,794,000
                                                     -----------         -----------       -----------     ------------
  
   Net income . . . . . . . . . . . . . . .          $   546,000         $   537,000       $ 2,124,000     $  2,362,000
                                                     ===========         ===========       ===========     ============
  
   Basic and diluted net income per common
   share . . . . . . . . . . . . . . . . .           $      0.12         $      0.12        $    0.47      $       0.53
                                                     ===========         ===========       ===========     ============
  
   Weighted average number of basic common
   shares outstanding. . . . . . .                     4,568,000           4,418,000         4,546,000        4,418,000
                                                     ===========         ===========       ===========     ============
  
   Weighted average number of diluted
   common shares outstanding. . . . . . .              4,570,000           4,418,000         4,551,000        4,418,000
                                                     ===========         ===========       ===========     ============
  
  
                                                       Page 2 of 2
  </TABLE>
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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": "04945657"}, "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 26, 2004
                          --------------------------------
                          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)            Identificaion Number)
  incorporation
  
                        400 Oser Avenue, Hauppauge, NY 11788
                ----------------------------------------------------
                  (Address of Principal Executive Offices) (Zip Code)
  
                                   (631) 231-0333
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
             ------------------------------------------------------------
            (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 26, 2004.
  
  ITEM 12. Results of Operation and Financial Condition.
  
           On July 26, 2004, the Registrant issued a press release with respect to
  its operating results for the year ended May 31, 2004, a copy of which is filed
  as Exhibit 27.1.
  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:    August 2, 2004
  EXHIBIT INDEX
  
  Exhibit No.          Description
  
  27.1 Press Release dated July 26, 2004.
  Exhibit 27.1
  
  TSR, Inc. Reports Financial Results for the Fourth Quarter and Fiscal Year Ended
  May 31, 2004
  
  Hauppauge, NY (July 26, 2004)---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, 2004.
  
  For the quarter, which ended May 31st, revenues increased 3.9% from the same
  quarter last year to $13.4 million. Consolidated net income increased 1.7% from
  the comparable period to $546,000. Additionally, basic and diluted earnings per
  share remained $0.12.
  
  For the full year, revenues decreased 1.4% from the prior year to $51.7 million.
  Consolidated net income decreased 10.1% from the prior year to $2,124,000.
  Earnings per share decreased to $0.47 from $0.53.
  
  Joe Hughes, CEO, stated, "In the current quarter, although revenues were up
  almost 4% from the prior year quarter, net income did not keep pace due to a
  higher effective income tax rate. For the fiscal year, revenues were down
  slightly due to lower prices charged to customers. While margins were up, net
  income decreased approximately 10%, primarily due to increased selling, general
  and administrative expenses".
  
  Mr. Hughes added, "Demand for IT professionals in the U.S. continues to be weak
  and adverse trends such as an increasing use of offshore development companies
  have substantially reduced job opportunities for stateside programmers. The
  competitive market environment has resulted in us realizing less revenue and
  profit on average from our consultants, while increasing the costs associated
  with placing consultants. We cannot predict when competitive market 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 Fourth Quarter and Fiscal Year
  Ended May 31, 2004
  (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,
  2004                2003              2004             2003
                                                         ----                ----              ----             ----
  
   Revenues. . . . . . . . . . . . . . . .          $ 13,421,000        $ 12,916,000      $ 51,725,000     $ 52,443,000
  
   Operating expenses . . . . . . . . . . .           12,435,000          12,020,000        48,029,000       48,469,000
                                                     -----------         -----------       -----------     ------------
   Income from operations . . . . . . . . .              986,000             896,000         3,696,000        3,974,000
  
   Other income . . . . . . . . . . . . . .               13,000              34,000            63,000          182,000
                                                     -----------         -----------       -----------     ------------
   Pre-tax income . . . . . . . . . . . . .              999,000             930,000         3,759,000        4,156,000
  
   Income taxes. . . . . . . . . . . . . .               453,000             393,000         1,635,000        1,794,000
                                                     -----------         -----------       -----------     ------------
  
   Net income . . . . . . . . . . . . . . .          $   546,000         $   537,000       $ 2,124,000     $  2,362,000
                                                     ===========         ===========       ===========     ============
  
   Basic and diluted net income per common
   share . . . . . . . . . . . . . . . . .           $      0.12         $      0.12        $    0.47      $       0.53
                                                     ===========         ===========       ===========     ============
  
   Weighted average number of basic common
   shares outstanding. . . . . . .                     4,568,000           4,418,000         4,546,000        4,418,000
                                                     ===========         ===========       ===========     ============
  
   Weighted average number of diluted
   common shares outstanding. . . . . . .              4,570,000           4,418,000         4,551,000        4,418,000
                                                     ===========         ===========       ===========     ============
  
                                                       Page 2 of 2