QRS (QRSI) 8-K QRS Reports First Quarter 2004 Results

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

Date of Report (Date of earliest event reported): May 5, 2004

QRS CORPORATION

(Exact name of registrant as specified in charter)

Delaware	000-21958	68-0102251
(State of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1400 Marina Way South, Richmond, California	94804
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 215-5000

None

(Former name or former address, if changed since last report)

Item 7. Financial Statements and Exhibits.

(c)	Exhibit.	The following document is furnished as an exhibit to this report.
	99.1	Press Release issued by QRS Corporation dated May 5, 2004.

Item 12. Results of Operations and Financial Condition.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On May 5, 2004, QRS Corporation issued a press release of the financial results for the first quarter ended March 31, 2004. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.

SIGNATURE

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.

		QRS CORPORATION
Date:	May 5, 2004	By:	/s/    ELIZABETH A. FETTER
		Name:	Elizabeth A. Fetter
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Document Description
99.1	Press Release issued by QRS Corporation dated May 5, 2004