content: UNITED STATES
                         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 28, 2005
                  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 File Number)       (IRS Employer
        Jurisdiction of                                     Identification No.)
        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)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions.
  
  |_|  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
  
  |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)
  
  |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
  
  |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
  
  
  <PAGE>
  
  
  ITEM 8.01. OTHER EVENTS
  
       On June 28, 2005, the Registrant issued a press release concerning
  declaration of its dividend for the fourth quarter of its fiscal year ended May
  31, 2005. In the press release, the Registrant stated that, while it expect to
  continue paying regular quarterly dividends in its 2006 fiscal year, the Board
  had not yet determined the dividend policy for 2006 and that it might be
  necessary to adjust the dividend rate to take into account the impact on
  operating results of the previously disclosed billing rate reductions at its
  largest client. A copy of the press release is attached hereto 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: June 29, 2005
  
  
  <PAGE>
  
  
                                                                          Rider A
                                                                          -------
  
  
                                    EXHIBIT INDEX
  
  Exhibit No.      Description
  
  27.1             Press Release dated June 28, 2005
  
  
  
  <PAGE>
  
  
                                                                     Exhibit 27.1
  
  TSR, INC. DECLARES QUARTERLY DIVIDEND OF $ 0.15 PER SHARE FOR THE FOURTH QUARTER
  OF FISCAL 2005.
  
  Hauppauge, NY (June 28, 2005)---TSR,  Inc., (Nasdaq:TSRI) a provider of computer
  programming consulting services, today announced that its Board of Directors had
  declared a quarterly  cash  dividend of $0.15 per share.  The  dividend  will be
  payable July 29, 2005 to shareholders of record as of July 15, 2005.
  
  Joe Hughes, CEO, stated, "In accordance with our previously announced policy for
  our fiscal year ended May 31, 2005, the Board has approved the quarterly payment
  of $0.15 per  share.  We  expect  that the  previously  disclosed  billing  rate
  reductions at our largest  client will impact our operating  results  during our
  2006 fiscal year. The Board has not yet  determined our dividend  policy for our
  2006 fiscal year and will review the results of the first quarter of fiscal 2006
  before establishing our dividend policy for the new fiscal year. While we expect
  to continue paying regular  quarterly  dividends,  it may be necessary to adjust
  the dividend rate to take into account the impact on operating results."
  
  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.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e350363v1.txt", "secsgml_size_bytes": 5387}]
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": "05927010"}, "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: UNITED STATES
                         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 28, 2005
                  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 File Number)       (IRS Employer
        Jurisdiction of                                     Identification No.)
        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)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions.
  
  |_|  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
  
  |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)
  
  |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
  
  |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
  ITEM 8.01. OTHER EVENTS
  
       On June 28, 2005, the Registrant issued a press release concerning
  declaration of its dividend for the fourth quarter of its fiscal year ended May
  31, 2005. In the press release, the Registrant stated that, while it expect to
  continue paying regular quarterly dividends in its 2006 fiscal year, the Board
  had not yet determined the dividend policy for 2006 and that it might be
  necessary to adjust the dividend rate to take into account the impact on
  operating results of the previously disclosed billing rate reductions at its
  largest client. A copy of the press release is attached hereto 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: June 29, 2005
  Rider A
                                                                          -------
  
                                    EXHIBIT INDEX
  
  Exhibit No.      Description
  
  27.1             Press Release dated June 28, 2005
  Exhibit 27.1
  
  TSR, INC. DECLARES QUARTERLY DIVIDEND OF $ 0.15 PER SHARE FOR THE FOURTH QUARTER
  OF FISCAL 2005.
  
  Hauppauge, NY (June 28, 2005)---TSR,  Inc., (Nasdaq:TSRI) a provider of computer
  programming consulting services, today announced that its Board of Directors had
  declared a quarterly  cash  dividend of $0.15 per share.  The  dividend  will be
  payable July 29, 2005 to shareholders of record as of July 15, 2005.
  
  Joe Hughes, CEO, stated, "In accordance with our previously announced policy for
  our fiscal year ended May 31, 2005, the Board has approved the quarterly payment
  of $0.15 per  share.  We  expect  that the  previously  disclosed  billing  rate
  reductions at our largest  client will impact our operating  results  during our
  2006 fiscal year. The Board has not yet  determined our dividend  policy for our
  2006 fiscal year and will review the results of the first quarter of fiscal 2006
  before establishing our dividend policy for the new fiscal year. While we expect
  to continue paying regular  quarterly  dividends,  it may be necessary to adjust
  the dividend rate to take into account the impact on operating results."
  
  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.