UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549


    DIVISION OF
CORPORATION FINANCE


                                                                      August
15, 2019
 John G. Sharkey
 Secretary
 TSR, Inc.
 400 Oser Avenue
 Hauppauge, NY 11788

         Re:     TSR, Inc.
                 PRER14A preliminary proxy statement filing made on Schedule
14A
                 Filed on August 15, 2019 by TSR, Inc.
                 File No. 001-38838

 Dear Mr. Sharkey,

         We have reviewed the above-captioned filing, and have the following
comments. Some
 of our comments may ask for additional information so that we may better
understand the disclosure.

         Please respond to this letter by amending the filing and/or by
providing the requested
 information. If you do not believe our comments apply to your facts and
circumstances, and/or do
 not believe an amendment is appropriate, please tell us why in a written
response.

         After reviewing any amendment to the filing and any information
provided in response to
 these comments, we may have additional comments.

 Schedule 14A

 Background of this Proxy Solicitation, page 7

 1. Please provide us with the factual foundation to support the Board's
contention that Zeff
    "nominated directors because Zeff believes these individuals would have
been more likely
    than the Board's nominees to support initiatives proposed by [the
stockholders], potentially to
    the detriment of the Company and its other stockholders". Given that any
newly-elected
    directors would be required to fulfill fiduciary duties, the assertion
regarding the support of
    initiatives potentially to the detriment of shareholders implies an
impending breach of such
    duties assuming Zeff's nominees are elected. Alternatively, please delete
the cited statement.
    Refer to Note b. of Rule 14a-9.

 Other Business Solicitation and Expenses of Solicitation, page 41
 2. Please revise to state the approximate number of Alliance Advisors LLC
employees who will
    assist TSR in the solicitation as well as any additional material features
of the retention
    arrangement with Alliance (other than the already-disclosed compensation).
    See Item 4(b)(3) of Schedule 14A.
 John G. Sharkey
TSR, Inc.
August 15, 2019
Page 2


       We remind you that the registrant is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        You may contact me at (202) 551-3266 with any questions.


                                                           Sincerely,

                                                           /s/ Nicholas P.
Panos

                                                           Nicholas P. Panos
                                                           Senior Special
Counsel
                                                           Office of Mergers &
Acquisitions
cc:    Rory A. Greiss, Esq.