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
  
                                    June 23, 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 5.  Other Events and Regulation FD Disclosure
  
  (a) On June 23, 2003, the Registrant issued a press release with respect to
  declaration of a special dividend of $2.00 per share, a copy of which is filed
  as Exhibit 27.1.
  
  
  
  ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (a)      Not Applicable
  
           (b)      Not Applicable
  
           (c)      Exhibits
  
           27.1.    Press release dated June 23, 2003 with respect to  declaration
                    of special dividend.
  
  
                                         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:    June 24, 2003
  
  
  
                                         3
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  Exhibit No.                Description
  
  27.1     Press  Release  dated  June 23,  2003 with  respect to  declaration  of
           special dividend.
  
  
                                         4
  <PAGE>
  
  Exhibit 27.1
  
            1.    ----------------------------------------------------------------
                                       TSR                Contact:  John Sharkey
                                                                    631-231-0333
                                    400 Oser Ave
                                Hauppauge, NY 11788
                  ----------------------------------------------------------------
  
  
  TSR ANNOUNCES A $2.00 PER SHARE SPECIAL CASH DIVIDEND AND AN ESTABLISHMENT OF
  QUARTERLY DIVIDEND POLICY.
  
  Hauppauge, NY (June 23, 2003)---TSR, Inc., (Nasdaq:TSRI) a provider of computer
  programming consulting services, announced today that its Board of Directors had
  declared a special one time cash dividend of $2.00 per share payable on July 28,
  2003 to shareholders of record as of July 11, 2003.
  
  Joe Hughes, Chairman, announced that the Board had also adopted a policy of
  declaring quarterly dividends beginning in the current fiscal year, which began
  on June 1st of this year. The first quarterly dividend is expected to be
  declared shortly after completion of the first fiscal quarter at the quarterly
  rate of $0.15 per share. This quarterly rate will be established for the current
  fiscal year. Mr. Hughes stated that he believes the Company will have adequate
  liquidity to make payments at the estimated quarterly rate and that the
  quarterly dividend is not dependent on the Company's earnings for the current
  fiscal year.
  
  Mr. Hughes also stated that the Company intends to maintain an ongoing dividend
  rate of $0.15 beyond this fiscal year assuming cash flow from operations remains
  at current levels. If cash flow from operations is not maintained, the dividend
  rate will be reassessed.
  
  The Board of Directors took these actions at this time because it wanted the
  Company's shareholders to be able to receive a substantial cash amount from
  their investment in the Company, while at the same time allowing them to
  maintain the benefits of shareholder ownership. The Company has built up a
  healthy cash reserve in order to accelerate growth through acquisitions, but in
  the current environment, the Company believes that a dividend distribution is
  the better alternative.
  
  TSR believes it is one of the few small IT companies that has been able to
  remain profitable and build its cash during this very severe IT slump. This was
  accomplished as a result of timely cost cutting and strong team effort. While
  the current conditions continue, the Company believes that it is in a position
  to reward its shareholders through dividends.
  
  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
  
                                         5
  <PAGE>
  
  and uncertainties, including but not limited to those described in the Company's
  filings under the Securities Exchange Act of 1934.
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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": "03754723"}, "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
  
                                    June 23, 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 5.  Other Events and Regulation FD Disclosure
  
  (a) On June 23, 2003, the Registrant issued a press release with respect to
  declaration of a special dividend of $2.00 per share, a copy of which is filed
  as Exhibit 27.1.
  
  ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (a)      Not Applicable
  
           (b)      Not Applicable
  
           (c)      Exhibits
  
           27.1.    Press release dated June 23, 2003 with respect to  declaration
                    of special dividend.
  
                                         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:    June 24, 2003
  
                                         3
  EXHIBIT INDEX
  
  Exhibit No.                Description
  
  27.1     Press  Release  dated  June 23,  2003 with  respect to  declaration  of
           special dividend.
  
                                         4
  Exhibit 27.1
  
            1.    ----------------------------------------------------------------
                                       TSR                Contact:  John Sharkey
                                                                    631-231-0333
                                    400 Oser Ave
                                Hauppauge, NY 11788
                  ----------------------------------------------------------------
  
  TSR ANNOUNCES A $2.00 PER SHARE SPECIAL CASH DIVIDEND AND AN ESTABLISHMENT OF
  QUARTERLY DIVIDEND POLICY.
  
  Hauppauge, NY (June 23, 2003)---TSR, Inc., (Nasdaq:TSRI) a provider of computer
  programming consulting services, announced today that its Board of Directors had
  declared a special one time cash dividend of $2.00 per share payable on July 28,
  2003 to shareholders of record as of July 11, 2003.
  
  Joe Hughes, Chairman, announced that the Board had also adopted a policy of
  declaring quarterly dividends beginning in the current fiscal year, which began
  on June 1st of this year. The first quarterly dividend is expected to be
  declared shortly after completion of the first fiscal quarter at the quarterly
  rate of $0.15 per share. This quarterly rate will be established for the current
  fiscal year. Mr. Hughes stated that he believes the Company will have adequate
  liquidity to make payments at the estimated quarterly rate and that the
  quarterly dividend is not dependent on the Company's earnings for the current
  fiscal year.
  
  Mr. Hughes also stated that the Company intends to maintain an ongoing dividend
  rate of $0.15 beyond this fiscal year assuming cash flow from operations remains
  at current levels. If cash flow from operations is not maintained, the dividend
  rate will be reassessed.
  
  The Board of Directors took these actions at this time because it wanted the
  Company's shareholders to be able to receive a substantial cash amount from
  their investment in the Company, while at the same time allowing them to
  maintain the benefits of shareholder ownership. The Company has built up a
  healthy cash reserve in order to accelerate growth through acquisitions, but in
  the current environment, the Company believes that a dividend distribution is
  the better alternative.
  
  TSR believes it is one of the few small IT companies that has been able to
  remain profitable and build its cash during this very severe IT slump. This was
  accomplished as a result of timely cost cutting and strong team effort. While
  the current conditions continue, the Company believes that it is in a position
  to reward its shareholders through dividends.
  
  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
  
                                         5
  and uncertainties, including but not limited to those described in the Company's
  filings under the Securities Exchange Act of 1934.