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
  
                                    May 22, 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
   incorporation)                                                        No.)
  
  
  
  
                        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 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
       (a) On May 22,  2003,  the  Registrant  dismissed  KPMG LLP ("KPMG") as its
  independent  auditors.  The  reports  of  KPMG  on  the  Registrant's  financial
  statements  for the fiscal  years ended May 31, 2001 and 2002 did not contain an
  adverse opinion,  or disclaimer of opinion and were not qualified or modified as
  to uncertainty,  audit scope or accounting  principles.  The Registrant's  audit
  committee of the Board of Directors approved the decision to change accountants.
  During the  Registrant's  two most recent  fiscal years and  subsequent  interim
  periods,  there  were no  disagreements  with KPMG on any  matter of  accounting
  principles or practices,  financial  statement  disclosure or auditing  scope or
  procedures,  which  disagreements,  if not resolved to the  satisfaction of KPMG
  would have caused it to make reference to such disagreement in its reports.
  
       (b) The  Registrant  engaged  BDO  Seidman,  LLP to act as its  independent
  auditors,  effective  May 27, 2003.  During the two most recent fiscal years and
  subsequent interim periods, the Registrant has not consulted BDO Seidman, LLP on
  items which  involved the  application  of accounting  principles to a specified
  transaction, either completed or proposed, or involved the type of audit opinion
  that might be rendered on the Registrant's financial statements.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
           (a)      Not Applicable
  
           (b)      Not Applicable
  
           (c)      Exhibits
  
           16.1.  Letter  from KPMG  LLP,  dated May 29,  2003,  addressed  to the
           Securities  and  Exchange  Commission  in  compliance  with Item 304 of
           Regulation S-K.
  
  
  
                                         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:   May 30, 2003
  
  
  
  
                                         3
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT NO.             DESCRIPTION
  -----------             -----------
  
  16.1                    Letter from  KPMG LLP, dated  May 29, 2003, addressed to
  the Securities and Exchange Commission in compliance with Item 304 of Regulation
  S-K.
  
  
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e991355.txt", "secsgml_size_bytes": 4250}]
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": "03725014"}, "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
  
                                    May 22, 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
   incorporation)                                                        No.)
  
                        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 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
       (a) On May 22,  2003,  the  Registrant  dismissed  KPMG LLP ("KPMG") as its
  independent  auditors.  The  reports  of  KPMG  on  the  Registrant's  financial
  statements  for the fiscal  years ended May 31, 2001 and 2002 did not contain an
  adverse opinion,  or disclaimer of opinion and were not qualified or modified as
  to uncertainty,  audit scope or accounting  principles.  The Registrant's  audit
  committee of the Board of Directors approved the decision to change accountants.
  During the  Registrant's  two most recent  fiscal years and  subsequent  interim
  periods,  there  were no  disagreements  with KPMG on any  matter of  accounting
  principles or practices,  financial  statement  disclosure or auditing  scope or
  procedures,  which  disagreements,  if not resolved to the  satisfaction of KPMG
  would have caused it to make reference to such disagreement in its reports.
  
       (b) The  Registrant  engaged  BDO  Seidman,  LLP to act as its  independent
  auditors,  effective  May 27, 2003.  During the two most recent fiscal years and
  subsequent interim periods, the Registrant has not consulted BDO Seidman, LLP on
  items which  involved the  application  of accounting  principles to a specified
  transaction, either completed or proposed, or involved the type of audit opinion
  that might be rendered on the Registrant's financial statements.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
           (a)      Not Applicable
  
           (b)      Not Applicable
  
           (c)      Exhibits
  
           16.1.  Letter  from KPMG  LLP,  dated May 29,  2003,  addressed  to the
           Securities  and  Exchange  Commission  in  compliance  with Item 304 of
           Regulation S-K.
  
                                         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:   May 30, 2003
  
                                         3
  EXHIBIT INDEX
  
  EXHIBIT NO.             DESCRIPTION
  -----------             -----------
  
  16.1                    Letter from  KPMG LLP, dated  May 29, 2003, addressed to
  the Securities and Exchange Commission in compliance with Item 304 of Regulation
  S-K.
  
                                         4