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
  
                                  JANUARY 12, 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 Jurisdiction (Commission File Number)    (I.R.S. Employer
     of Incorporation)                                     Identification No.)
  
  
                        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 communication 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 5.     Departure of Directors or Principal Officers; Election of Directors,
              Appointment of Principal Officers
  
              (d) On January 12, 2005, Raymond A. Roel and Christopher Hughes were
  elected as members of the Board of Directors of TSR, Inc. (the "Company"). The
  Nominating Committee of the Board of Directors recommended that Mr. Roel and Mr.
  Hughes be elected as directors to the full Board of Directors and the new
  directors were elected by the Board of Directors. Mr. Roel is an independent
  director under the NASDAQ stock market listing standards. The Company has not
  yet determined which committees Mr. Roel will serve on. Mr. Hughes will not
  serve on any committee of the Board of Directors.
  
              Since the beginning of the Company's last fiscal year, Mr. Roel has
  not engaged in any transaction with the Company, and there are no currently
  proposed transactions between Mr. Roel and the Company. Mr. Hughes is an
  Executive Vice President of the Company's wholly owned subsidiary, TSR
  Consulting Services, Inc. and is considered to be an executive officer of the
  Company. Mr. Hughes is the son of Joseph Hughes, the Company's Chairman of the
  Board, Chief Executive Officer, and has been employed by the Company since 1983.
  He received total cash compensation of $251,000 during fiscal year 2004.
  
                                         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: January 14, 2005
  
  
                                         3
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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": "05529822"}, "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
  
                                  JANUARY 12, 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 Jurisdiction (Commission File Number)    (I.R.S. Employer
     of Incorporation)                                     Identification No.)
  
                        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 communication 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 5.     Departure of Directors or Principal Officers; Election of Directors,
              Appointment of Principal Officers
  
              (d) On January 12, 2005, Raymond A. Roel and Christopher Hughes were
  elected as members of the Board of Directors of TSR, Inc. (the "Company"). The
  Nominating Committee of the Board of Directors recommended that Mr. Roel and Mr.
  Hughes be elected as directors to the full Board of Directors and the new
  directors were elected by the Board of Directors. Mr. Roel is an independent
  director under the NASDAQ stock market listing standards. The Company has not
  yet determined which committees Mr. Roel will serve on. Mr. Hughes will not
  serve on any committee of the Board of Directors.
  
              Since the beginning of the Company's last fiscal year, Mr. Roel has
  not engaged in any transaction with the Company, and there are no currently
  proposed transactions between Mr. Roel and the Company. Mr. Hughes is an
  Executive Vice President of the Company's wholly owned subsidiary, TSR
  Consulting Services, Inc. and is considered to be an executive officer of the
  Company. Mr. Hughes is the son of Joseph Hughes, the Company's Chairman of the
  Board, Chief Executive Officer, and has been employed by the Company since 1983.
  He received total cash compensation of $251,000 during fiscal year 2004.
  
                                         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: January 14, 2005
  
                                         3