================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 10-Q



     [X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934

           For the period ended August 31, 2004


     [_]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934

           For the transition period from ___________ to ___________



     Commission File Number:                        0-8656
                            ----------------------------------------------------



                                    TSR, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                               13-2635899
-------------------------------                              ------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                         400 Oser Avenue, Hauppauge, NY   11788
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                  631-231-0333
--------------------------------------------------------------------------------
                         (Registrant's telephone number)


                                      None
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes    [_] No

Indicate by check mark whether the Registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act).  [_] Yes    [X] No


                               SHARES OUTSTANDING
                               ------------------
          4,568,012 shares of common stock, par value $.01 per share, as of
          September 30, 2004

================================================================================
<PAGE>
                           TSR, INC. AND SUBSIDIARIES
                                      INDEX




                                                                           Page
                                                                          Number
                                                                          ------
Part I.  Financial Information:

         Item 1.  Financial Statements:

                  Condensed Consolidated Balance Sheets -
                     August 31, 2004 and May 31, 2004........................  3


                  Condensed Consolidated Statements of Income -
                     For the three months ended August 31, 2004 and 2003.....  4


                  Condensed Consolidated Statements of Cash Flows -
                     For the three months ended August 31, 2004 and 2003.....  5


                  Notes to Condensed Consolidated Financial Statements.......  6


         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations........................ 10


         Item 3.  Quantitative and Qualitative Disclosure About Market Risk.. 14


         Item 4.  Procedures and Controls.................................... 15




Part II.  Other Information.................................................. 15

         Item 6.  Exhibits and Reports on Form 8-K........................... 15




Signatures................................................................... 15














                                     Page 2
<PAGE>
Part I.  Financial Information
         Item 1.  Financial Statements

                           TSR, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE><CAPTION>
                                                                        August 31,        May 31,
                                                                          2004             2004
                                                                      ------------     ------------
                                                                       (Unaudited)
<S>                                                                   <C>              <C>
ASSETS
Current Assets:
     Cash and cash equivalents (Note 3) .........................     $  4,678,057     $  2,268,796
     Marketable securities (Note 5) .............................        5,982,033        6,498,839
     Accounts receivable (net of allowance for doubtful
         accounts of $430,000) ..................................        8,589,829        9,904,620
     Other receivables ..........................................           22,224           29,700
     Prepaid expenses ...........................................           23,847           38,918
     Prepaid and recoverable income taxes .......................            1,489           15,483
     Deferred income taxes ......................................          180,000          180,000
                                                                      ------------     ------------
         Total current assets ...................................       19,477,479       18,936,356

Equipment and leasehold improvements, at cost (net of accumulated
     depreciation and amortization of $735,874 and $731,581) ....           22,530           24,001
Other assets ....................................................           49,893           84,893
Deferred income taxes ...........................................          148,000          143,000
Acquired client relationships, (net of accumulated amorization
     of $171,608 and $157,308) ..................................               --           14,300
                                                                      ------------     ------------
                                                                      $ 19,697,902     $ 19,202,550
                                                                      ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts and other payables ................................     $    205,909     $    144,391
     Accrued expenses and other current liabilities .............        2,366,324        2,139,799
     Advances from customers ....................................        1,509,633        1,532,642
     Income taxes payable .......................................          465,428          143,553
                                                                      ------------     ------------
         Total current liabilities ..............................        4,547,294        3,960,385
                                                                      ------------     ------------

Minority Interest ...............................................           52,871           50,161
                                                                      ------------     ------------

Stockholders' Equity:
     Preferred stock, $1 par value, authorized 1,000,000 shares;
         none issued ............................................               --               --
     Common stock, $.01 par value, authorized 25,000,000 shares;
         issued 6,228,326 and 6,204,326 shares ..................           62,283           62,283
     Additional paid-in capital .................................        5,071,427        5,079,027
     Retained earnings ..........................................       21,995,328       22,081,995
                                                                      ------------     ------------
                                                                        27,129,038       27,223,305
     Less: Treasury Stock, 1,660,314 shares, at cost ............       12,031,301       12,031,301
                                                                      ------------     ------------
                                                                        15,097,737       15,192,004
                                                                      ------------     ------------
                                                                      $ 19,697,902     $ 19,202,550
                                                                      ============     ============
</TABLE>
                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                     Page 3
<PAGE>
                           TSR, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED AUGUST 31, 2004 AND 2003
                                   (UNAUDITED)




<TABLE><CAPTION>
                                                                           Three Months Ended
                                                                                August 31,
                                                                      -----------------------------
                                                                          2004             2003
                                                                      ------------     ------------
<S>                                                                   <C>              <C>
Revenues, net ...................................................     $ 13,380,958     $ 12,736,819
Cost of sales ...................................................       10,453,598        9,872,859
Selling, general and administrative expenses ....................        1,866,570        1,986,542
                                                                      ------------     ------------
                                                                        12,320,168       11,859,401

Income from operations ..........................................        1,060,790          877,418

Other income (expense):
         Interest and dividend income ...........................           27,467           41,610
         Unrealized gain (loss) from marketable securities, net..           (5,012)           6,666
         Minority interest in subsidiary operating profits ......          (15,710)         (17,905)
                                                                      ------------     ------------

Income before income taxes ......................................        1,067,535          907,789
Provision for income taxes ......................................          469,000          404,000
                                                                      ------------     ------------

         Net income .............................................     $    598,535     $    503,789
                                                                      ============     ============

Basic and diluted net income per common share ...................     $       0.13     $       0.11
                                                                      ============     ============

Weighted average number of basic common shares outstanding ......        4,568,012        4,523,012
                                                                      ============     ============

Weighted average number of diluted common shares outstanding.....        4,569,476        4,530,841
                                                                      ============     ============
</TABLE>




                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                     Page 4
<PAGE>
                           TSR, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED AUGUST 31, 2004 AND 2003
                                   (UNAUDITED)

<TABLE><CAPTION>
                                                                              Three Months
                                                                             Ended August 31,
                                                                      -----------------------------
                                                                          2004             2003
                                                                      ------------     ------------
<S>                                                                   <C>              <C>
Cash flows from operating activities:
     Net income .................................................     $    598,535     $    503,789
     Adjustments to reconcile net income to net
       cash provided by operating activities:
     Depreciation and amortization ..............................           18,593           21,618
     Stock based compensation expense ...........................           (7,600)          49,980
     Unrealized (gain) loss from marketable securities, net......            5,012           (6,666)
     Minority interest in subsidiary operating profits ..........           15,710           17,905
     Deferred income taxes ......................................           (5,000)              --

Changes in assets and liabilities:
     Accounts receivable ........................................        1,314,791          117,613
     Other receivables ..........................................            7,476           18,797
     Prepaid expenses ...........................................           15,071           13,201
     Prepaid and recoverable income taxes .......................           13,994           34,163
     Other assets ...............................................           35,000            1,151
     Accounts payable and accrued expenses ......................          288,043         (208,949)
     Income taxes payable .......................................          321,875          178,861
     Advances from customers ....................................          (23,009)         (78,929)
                                                                      ------------     ------------

Net cash provided by operating activities .......................        2,598,491          662,534
                                                                      ------------     ------------

Cash flows from investing activities:
     Proceeds from maturities and sales of
       marketable securities ....................................        3,485,944        7,953,190
     Purchases of marketable securities .........................       (2,974,150)        (995,050)
     Purchase of fixed assets ...................................           (2,822)          (1,767)
                                                                      ------------     ------------
Net cash provided by investing activities .......................          508,972        6,956,373
                                                                      ------------     ------------

Cash flows from financing activities
     Distribution to minority interest ..........................          (13,000)              --
     Proceeds from exercise of stock options ....................               --          696,938
     Cash dividends paid ........................................         (685,202)      (9,088,024)
                                                                      ------------     ------------

Net cash used in financing activities ...........................         (698,202)      (8,391,086)
                                                                      ------------     ------------

Net increase (decrease) in cash and cash equivalents ............        2,409,261         (772,179)
Cash and cash equivalents at beginning of period ................        2,268,796        5,063,098
                                                                      ------------     ------------

Cash and cash equivalents at end of period ......................     $  4,678,057     $  4,290,919
                                                                      ============     ============
Supplemental Disclosures:
     Income tax payments ........................................     $    138,000     $    159,000
                                                                      ============     ============
</TABLE>




                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                     Page 5
<PAGE>
                           TSR, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 AUGUST 31, 2004
                                   (UNAUDITED)

1.   Basis of Presentation
     ---------------------

     The accompanying condensed consolidated interim financial statements
     include the accounts of TSR, Inc. and its subsidiaries (the "Company"). All
     significant inter-company balances and transactions have been eliminated in
     consolidation. These interim financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States of America applying to interim financial information and with the
     instructions to Form 10-Q of Regulation S-X of the Securities and Exchange
     Commission. Accordingly, certain information and footnote disclosures
     required by accounting principles generally accepted in the United States
     of America and normally included in the Company's annual financial
     statements have been condensed or omitted. These interim financial
     statements as of and for the three months ended August 31, 2004, are
     unaudited; however, in the opinion of management, such statements include
     all adjustments (consisting of normal recurring accruals) necessary to
     present fairly the consolidated financial position, results of operations,
     and cash flows of the Company for the periods presented. The results of
     operations for the interim periods presented are not necessarily indicative
     of the results that might be expected for future interim periods or for the
     full year ending May 31, 2005. These interim financial statements should be
     read in conjunction with the Company's consolidated financial statements
     and notes thereto included in the Company's Annual Report on Form 10-K for
     the year ended May 31, 2004.

2.   Net Income Per Common Share
     ---------------------------

     Basic net income per common share is computed by dividing income available
     to common stockholders (which for the Company equals its net income) by the
     weighted average number of common shares outstanding, and diluted net
     income per common share adds the dilutive effect of stock options and other
     common stock equivalents. Options covering 0 and 26,171 shares of common
     stock have been omitted from the calculations of diluted net income per
     common share for the three month periods ended August 31, 2004 and August
     31, 2003, respectively, as their effect would have been antidilutive.

3.   Cash and Cash Equivalents
     -------------------------

     The Company considers short-term highly liquid investments with maturities
     of three months or less at the time of purchase to be cash equivalents.
     Cash and cash equivalents were comprised of the following as of August 31,
     2004:

                    Cash in banks .......................  $  773,627
                    Money Market Funds ..................   3,904,430
                                                           ----------
                                                           $4,678,057
                                                           ==========

4.   Revenue Recognition
     -------------------

     The Company's contract computer programming services are generally provided
     under time and materials agreements with customers. Accordingly, the
     Company recognizes such revenues as services are provided. Advances from
     customers represent amounts received from customers prior to the Company's
     provision of the related services and credit balances from overpayments.

                                     Page 6
<PAGE>
                           TSR, INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                 AUGUST 31, 2004
                                   (UNAUDITED)


5.   Marketable Securities
     ---------------------

     The Company accounts for its marketable securities in Accordance with
     Statement of Financial Accounting Standards No. 115 "Accounting for Certain
     Investments in Debt and Equity Securities." Accordingly, the Company
     classifies its marketable securities at acquisition as either (i)
     held-to-maturity, (ii) trading, or (iii) available-for-sale. Based upon the
     Company's intent and ability to hold its US Treasury securities to maturity
     (which maturities are less than one year), such securities have been
     classified as held-to -maturity and are carried at amortized cost. The
     Company's equity securities are classified as trading securities, which are
     carried at fair value with unrealized gains and losses included in
     earnings. The Company's marketable securities are summarized as follows:

<TABLE><CAPTION>
                                                                Gross          Gross
                                                             Unrealized      Unrealized
                                              Amortized        Holding        Holding         Recorded
                                                Cost            Gains          Losses           Value
                                            ------------    ------------    ------------    ------------
     <S>                                    <C>             <C>             <C>             <C>
     United States Treasury Securities .... $  5,956,714              --              --       5,956,714
     Equity Securities ....................       28,287             750          (3,718)         25,319
                                            ------------    ------------    ------------    ------------
                                            $  5,985,001    $        750    $     (3,718)   $  5,982,033
                                            ============    ============    ============    ============
</TABLE>










                                     Page 7
<PAGE>
                           TSR, INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                 AUGUST 31, 2004
                                   (UNAUDITED)


6.   Stock Options
     -------------

     On July 28, 2003 the Company paid a large nonrecurring cash dividend of
     $2.00 per share to shareholders of record as of July 11, 2003. The dividend
     paid amounted to $9,088,024. Guidance under Emerging Issues Task Force
     (EITF) 00-23, ISSUES RELATED TO THE ACCOUNTING FOR STOCK COMPENSATION UNDER
     APB OPINION NO.25 AND FASB INTERPRETATION NO.44, requires modification for
     outstanding stock options by adjusting the price and/or the number of
     shares under a fixed stock option award as a result of a large nonrecurring
     cash dividend. The Company did not adjust the terms of any outstanding
     stock options and, given the circumstances, a new measurement date and
     variable accounting treatment was required for its outstanding options at
     the dividend payment date. The Company had 10,000 and 34,000 such
     outstanding options, all of which were vested, as of August 31, 2004 and
     2003 respectively which are now subject to variable accounting treatment.
     Accordingly, the Company recorded a non-cash compensation charge for
     $49,980 in 2003 and will continue to adjust the compensation charge
     associated with these options through the earlier of their exercise,
     forfeiture or expiration dates.

     The Company has one stock-based employee compensation plan in effect. The
     Company accounts for all transactions under which employees receive shares
     of stock or other equity instruments in the Company based on the price of
     its stock in accordance with the provisions of Accounting Principles Board
     Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO Employees. All options
     granted under the plan had an exercise price equal to the market value of
     the underlying common stock, and the number of shares represented by such
     options were known and fixed, on the date of grant. However, as a result of
     the large nonrecurring cash dividend, the remaining outstanding 10,000
     options are now treated as variable options. The following table
     illustrates the effect on net income and earnings per share if the Company
     had applied the fair value recognition provisions of Statement of Financial
     Accounting Standards (SFAS) No. 123 ACCOUNTING FOR STOCK-BASED
     COMPENSATION.

                                                Quarter Ended August 31,
                                               -------------------------
                                                  2004           2003
                                               ----------     ----------
           Net income:
             As reported ..................... $  598,535     $  503,789
           Deduct: Total stock-based
           employee compensation expense
           determined under fair value
           method for all awards, net of
           minority interest and related
           tax effects .......................         --             --
           Add: Stock based employee
           compensation expense included
           in reported net income, net
           of related tax effect .............     (7,600)        49,980
                                               ----------     ----------

             Proforma net income ............. $  590,935     $  553,769
                                               ==========     ==========
           Basic net income per share:
             As reported ..................... $     0.13     $     0.11
                                               ==========     ==========

           Proforma SFAS123 .................. $     0.13     $     0.12
                                               ==========     ==========

There were no options granted in fiscal 2005 and 2004.


                                     Page 8
<PAGE>
                           TSR, INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                 AUGUST 31, 2004
                                   (UNAUDITED)





7.   Recent Accounting Pronouncements
     --------------------------------

     In January 2003, the FASB issued Interpretation No. 46 "Consolidation of
     Variable Interest Entities" ("Interpretation 46"). Interpretation 46
     clarifies the application of Accounting Research Bulletin No. 51
     "Consolidated Financial Statements", and applies immediately to any
     variable interest entities created after January 31, 2003 and to variable
     interest entities in which an interest is obtained after the date. The
     Company holds no interest in variable interest entities.











































                                     Page 9
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2.
                           TSR, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
condensed consolidated financial statements and the notes to such financial
statements.

Forward-Looking Statements
--------------------------

Certain statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations, including statements concerning
the Company's future prospects and the Company's future cash flow requirements
are forward looking statements, as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projections
in the forward looking statements which statements involve risks and
uncertainties, including but not limited to the following: risks relating to the
competitive nature of the markets for contract computer programming services;
the extent to which market conditions for the Company's contract computer
consulting services will continue to adversely affect the Company's business;
the concentration of the Company's business with certain customers; uncertainty
as to the Company's ability to maintain its relations with existing customers
and expand its contract computer consulting services business; the impact of
changes in the industry, such as the use of vendor management companies in
connection with the consulting procurement process, and the increase in
customers moving IT operations offshore, and other risks and uncertainties set
forth in the Company's filings with the Securities and Exchange Commission.

Results of Operations
---------------------

The following table sets forth for the periods indicated certain financial
information derived from the Company's condensed consolidated statements of
earnings. There can be no assurance that trends in operating results will
continue in the future:

Three months ended August 31, 2004 compared with three months ended August 31,
------------------------------------------------------------------------------
2003
----
<TABLE><CAPTION>
                                                                       Three Months Ended
                                                                            August 31,
                                                                 (Dollar amounts in Thousands)

                                                                  2004                    2003
                                                          -------------------     -------------------
                                                                         %of                     % of
                                                           Amount      Revenues    Amount      Revenues
                                                          -------       -----     -------       -----
<S>                                                       <C>           <C>       <C>           <C>
Revenues .........................................        $13,381       100.0     $12,737       100.0
Cost of sales ....................................         10,454        78.1       9,873        77.5
                                                          -------       -----     -------       -----
Gross profit .....................................          2,927        21.9       2,864        22.5

Selling, general, and administrative expenses.....          1,866        14.0       1,986        15.6
                                                          -------       -----     -------       -----
Income from operations ...........................          1,061         7.9         878         6.9

Other income .....................................              7         0.1          30         0.2
                                                          -------       -----     -------       -----
Income before income taxes .......................          1,068         8.0         908         7.1
Provision for income taxes .......................            469         3.5         404         3.1
                                                          -------       -----     -------       -----
Net income .......................................        $   599         4.5     $   504         4.0
                                                          =======       =====     =======       =====
</TABLE>
                                     Page 10
<PAGE>
                           TSR, INC. AND SUBSIDIARIES

Revenues
--------

Revenues consist primarily of revenues from computer programming consulting
services. Revenues for the quarter ended August 31, 2004 increased $644,000 or
5.1% from the comparable period in fiscal 2004. During the current quarter, the
Company experienced an increase in opportunities to place consultants on billing
with existing clients. This led to an increase in the average number of
consultants on billing with clients from 372 for the quarter ended August 31,
2003 to 385 for the quarter ended August 31, 2004. After the end of the quarter
our largest customer cut back its IT budget for certain of its divisions,
offsetting much of the gains made in consultants on billing during the quarter.
However, the overall business trend with other customers has remained positive.

Cost of Sales
-------------

Cost of sales for the quarter ended August 31, 2004, increased $581,000 or 5.9%
to $10,454,000 from $9,873,000 in the prior year period. This increase is
primarily attributable to additional consultants on billing with customers.Cost
of sales as a percentage of revenues increased from 77.5% in the quarter ended
August 31, 2003 to 78.1% in the quarter ended August 31, 2004. This increase is
primarily attributable to the increased costs resulting from a higher percentage
of the consultants being direct employees of the Company instead of employees of
subcontractors.

Selling, General and Administrative Expenses
--------------------------------------------

Selling, general and administrative expenses consist primarily of expenses
relating to account executives, technical recruiters, facilities costs,
management and corporate overhead. These expenses decreased $120,000 or 6.0%
from $1,986,000 in the quarter August 31, 2003 to $1,866,000 in the quarter
ended August 31, 2004. This decrease was primarily attributable to reduced legal
expenses and a reduced number of technical recruiters.

Other Income
------------

Other income resulted primarily from interest and dividend income, which
decreased by $14,000 to $27,000 due to lower interest rates and lower investable
balances in the quarter ended August 31, 2004. Additionally, the Company had a
net unrealized loss of $5,000 in the quarter ended August 31, 2004 versus a gain
of $7,000 in the quarter ended August 31, 2003 from marketable securities due to
mark to market adjustments of its trading securities equity portfolio.

Income Taxes
------------

The effective income tax rate of 43.9% for the quarter ended August 31, 2004
decreased from a rate of 44.5% in the quarter ended August 31, 2003.








                                     Page 11
<PAGE>
                           TSR, INC. AND SUBSIDIARIES


Liquidity and Capital Resources
-------------------------------

The Company expects that cash flow generated from operations together with its
cash and marketable securities will be sufficient to provide the Company with
adequate resources to meet its liquidity requirements for the foreseeable
future.

At August 31, 2004, the Company had working capital of $14,930,000 and cash and
cash equivalents of $4,678,000 as compared to working capital of $14,976,000 and
cash and cash equivalents of $2,269,000 at May 31, 2004. The Company's working
capital also included $5,982,000 and $6,499,000 of marketable securities at
August 31, 2004 and May 31, 2004, respectively.

Net cash provided by operating activities of $2,598,000 for the three months
ended August 31, 2004, compared to cash provided of $663,000 for the three
months ended August 31, 2003. The cash provided by operating activities resulted
primarily from the Company's net income and a decrease in accounts receivable.
This decrease occurred due to increased collections from a major customer who
had delayed payments at May 31, 2004.

Net cash provided by investing activities of $509,000 for the three months ended
August 31, 2004 primarily resulted from allowing US Treasury Bills to mature
without reinvesting all of the proceeds.

Net cash used in financing activities resulted primarily from the payment of a
cash dividend of $685,000 and distributions to the minority interest of $13,000.

The Company's capital resource commitments at August 31, 2004 consisted of lease
obligations on its branch and corporate facilities. The Company intends to
finance these lease commitments from cash flow provided by operations, available
cash and short-term marketable securities.

The Company's cash and marketable securities were sufficient to enable it to
meet its cash requirements during the three months ended August 31, 2004. The
Company has available a revolving line of credit of $5,000,000 with a major
money center bank through October 6, 2005. As of August 31, 2004, no amounts
were outstanding under this line of credit.

                 Tabular Disclosure of Contractural Obligations
                 ----------------------------------------------
<TABLE><CAPTION>
=====================================================================================================================
                                                           Payments Due By Period
=====================================================================================================================
                                                      LESS THAN 1                                         MORE THAN 5
CONTRACTURAL OBLIGATIONS                TOTAL             YEAR           1-3 YEARS        3-5 YEARS          YEARS
------------------------             ------------     ------------     ------------     ------------     ------------
<S>                                  <C>              <C>              <C>              <C>              <C>
Long-Term Debt..................               --               --               --               --               --
Capital Lease Obligations.......               --               --               --               --               --
Operating Leases................          551,000          339,000          212,000               --               --
Purchase Obligations............               --               --               --               --               --
Employment Agreements...........        2,066,000          793,000        1,273,000               --               --
Other Long-Term Liabilities.....
Reflected on the Registrant's...
Balance Sheet under GAAP........               --               --               --               --               --
                                     ------------     ------------     ------------     ------------     ------------
Total ..........................     $  2,617,000     $  1,132,000     $  1,485,000               --               --
                                     ============     ============     ============     ============     ============
</TABLE>



                                     Page 12
<PAGE>
                           TSR, INC. AND SUBSIDIARIES





Recent Accounting Pronouncements
--------------------------------

     In January 2003, the FASB issued Interpretation No. 46 "Consolidation of
     Variable Interest Entities" ("Interpretation 46"). Interpretation 46
     clarifies the application of Accounting Research Bulletin No. 51
     "Consolidated Financial Statements", and applies immediately to any
     variable interest entities created after January 31, 2003 and to variable
     interest entities in which an interest is obtained after the date. The
     Company holds no interest in variable interest entities.























                                     Page 13
<PAGE>
                           TSR, INC. AND SUBSIDIARIES


Critical Accounting Policies
----------------------------

The Securities and Exchange Commission ("SEC") issued disclosure guidance for
"critical accounting policies." The SEC defines "critical accounting policies"
as those that require the application of management's most difficult, subjective
or complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain and may change in subsequent
periods.

The Company's significant accounting policies are described in Note 1 to the
Company's consolidated financial statements, contained in its May 31, 2004
Annual Report on Form 10-K, as filed with the SEC. The Company believes that the
following accounting policies require the application of management's most
difficult, subjective or complex judgments:

ESTIMATING ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE
We perform ongoing credit evaluations of our customers and adjust credit limits
based upon payment history and the customer's current credit worthiness, as
determined by our review of their current credit information. We continuously
monitor collections and payments from our customers and maintain a provision for
estimated credit losses based upon our historical experience and any specific
customer collection issues that we have identified. While such credit losses
have historically been within our expectations and the provisions established,
we cannot guarantee that we will continue to experience the same credit loss
rates that we have in the past. A significant change in the liquidity or
financial position of any of our significant customers could have a material
adverse effect on the collectibility of our accounts receivable and our future
operating results.

VALUATION OF DEFERRED TAX ASSETS
We regularly evaluate our ability to recover the reported amount of our deferred
income taxes considering several factors, including our estimate of the
likelihood of the Company generating sufficient taxable income in future years
during the period over which temporary differences reverse. Presently, the
Company believes that it is more likely than not that it will realize the
benefits of its deferred tax assets based primarily on the Company's history of
and projections for taxable income in the future. In the event that actual
results differ from our estimates or we adjust these estimates in future
periods, we may need to establish a valuation allowance against a portion or all
of our deferred tax assets, which could materially impact our financial position
or results of operations.

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS
We assess the recoverability of long-lived assets and intangible assets whenever
we determine that events or changes in circumstances indicate that their
carrying amount may not be recoverable. Our assessment is primarily based upon
our estimate of future cash flows associated with these assets. Although there
has been a sustained weakness in our operating results, through August 31, 2004,
we have continued to generate net income. Accordingly, we have not determined
that there has been an indication of impairment of any of our assets. However,
should our operating results deteriorate, we may determine that some portion of
our long-lived assets or intangible assets are impaired. Such determination
could result in non-cash charges to income that could materially affect our
financial position or results of operations for that period.


Item 3.    Quantitative and Qualitative Disclosure About Market Risk
           ---------------------------------------------------------

The Company's earnings and cash flows are subject to fluctuations due to (i)
changes in interest rates primarily affecting its income from the investment of
available cash balances in money market funds and (ii) changes in market values
of its investments in trading equity securities. Under its current policies, the
Company does not use interest rate derivative instruments to manage exposure to
interest rate changes. The Company's present exposure to changes in the market
value of its investments in equity securities is not significant.


                                     Page 14
<PAGE>
Item 4.    Controls and Procedures
           -----------------------

DISCLOSURE CONTROLS AND PROCEDURES. The Company conducted an evaluation, under
the supervision and with the participation of the principal executive officer
and principal financial officer, of the Company's disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the "Exchange Act")). Based on this evaluation, the principal executive
officer and principal financial officer concluded that, as of the end of the
period covered by this report, the Company's disclosure controls and procedures
are effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING. There was no change in the Company's
internal control over financial reporting (as such term is defined in Rule
13a-15(f) under the Exchange Act) during the Company's most recently reported
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.


Part II.   Other Information

Item 6.    Exhibits and Reports on Form 8K
           -------------------------------

           (a).  Exhibit 31.1 - Certification by J.F. Hughes pursuant to 18
                 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002.

                 Exhibit 31.2 - Certification by John G. Sharkey pursuant to 18
                 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002.

                 Exhibit 32.1 - Certification by J.F. Hughes pursuant to 18
                 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.

                 Exhibit 32.2 - Certification by John G. Sharkey pursuant to 18
                 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.

           (b).  Reports on Form 8K:

                 -- On August 2, 2004 the Company filed a Form 8-K announcing
                    financial results for the fourth quarter and fiscal year
                    ended May 31, 2004.




                                   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 thereunto duly authorized.


                                                    TSR Inc.
                                 -----------------------------------------------
                                                 (Registrant)


Date:    October 1, 2004         /s/ J.F. Hughes
                                 -----------------------------------------------
                                 J.F. Hughes, Chairman, President and Treasurer


Date:    October 1, 2004         /s/ John G. Sharkey
                                 -----------------------------------------------
                                 John G. Sharkey, Vice President Finance


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