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

                                 JULY 26, 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        (Commission File Number)         (I.R.S. Employer
Jurisdiction                                            Identification No.)
of Incorporation)

                      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  1.01.  Entry  into a  Material  Definitive  Agreement.
On July 26, 2005,  effective as of June 1, 2005, the Company  entered into a new
employment agreement with John Sharkey, Vice President of Finance and Controller
of the  Company.  The  agreement  is for a term  ending  on May 31,  2010.  This
agreement  supersedes  his prior  employment  agreement,  which was scheduled to
terminate on December 31, 2005.

ITEM 9.  Financial Statements and Exhibits.
         Exhibit 10.1   Employment Agreement dated as of June 1, 2005 between
                        the Company and John Sharkey

         Exhibit 27.1   Press Release dated July 26, 2005

ITEM 12. Results of Operation and Financial Condition.

     On July 26, 2004, the Registrant issued a press release with respect to its
operating  results for the year ended May 31,  2005, a copy of which is filed as
Exhibit 27.1.



                                   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:    July 28, 2005



                                 EXHIBIT INDEX

Exhibit No.     Description

10.1            Employment Agreement dated as of June 1, 2005 between the
                Company and John Sharkey

27.1            Press Release dated July 26, 2005