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


     DIVISION OF
CORPORATION FINANCE


                                                                       February
07, 2019
  John G. Sharkey
  Secretary
  TSR, Inc.
  400 Oser Avenue
  Hauppauge, NY 11788

          Re:     TSR, Inc.
                  PRE 14A preliminary proxy statement filing made on Schedule
14A
                  Filed on December 20, 2018 by TSR, Inc.
                  File No. 000-08656

  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

  1. Advise us why the EDGAR header tag used to identify the above-captioned
submission was
     PRE 14A as distinguished from PREC14A. In addition, please confirm that
successive
     filings, including any definitive proxy statement, will be designated
correctly based on the
     publicly-available EDGAR header tags memorialized in the EDGAR Filer
Manual or
     consultation with an EDGAR Filer Support specialist available at
202-551-8900.

  2. The legend required by Rule 14a-6(e)(1) regarding identification of the
proxy statement as
     "preliminary" similarly should appear on the first page of the proxy
statement, as defined in
     Rule 14a-1(g), as distinguished from the Notice or correspondence to
shareholders. Please
     revise, in Amendment No. 1 to the proxy statement, in light of the
permissibility under Rule
     14a-3(a) for the registrant to lawfully solicit while using a preliminary
proxy statement.

  3. The letter to stockholders contends that "the Board believes Zeff's
director nominations and
     stockholder proposals are part of a scheme to take control of the Company
and its
     operations." Please qualify this statement given that the Zeff only
appears to have nominated
     directors and such persons, if elected, would owe fiduciary duties to the
stockholders, and no
     evidence has been offered to explain how such scheme to take control would
be manifested.
 John G. Sharkey
TSR, Inc.
February 7, 2019
Page 2

4. Page 1 leaves open the date by which the proxy statement will be
"distributed" while
   suggesting its future electronic availability on a dedicated website. Please
advise us whether
   TSR will be relying upon Rule 14a-16 to distribute the proxy statement
electronically as the
   primary means of fulfilling its obligations under Rule 14a-3(a) and Rule
14a-4(f). If so,
   please summarize for us how compliance with Rule 14a-16 has been
effectuated.

5. Notwithstanding the disclosure that appears on page 31 regarding the
furnishing of a Form
   10-K upon the written request of a stockholder, which disclosure has been
provided in an
   apparent effort to comply with Rule 14a-3(b)(10), please advise us how the
registrant intends
   to comply, or has already complied, with its obligation to disseminate an
annual report in
   compliance with Rule 14a-3(b)(1).

What is the difference between a stockholder of record and a beneficial owner
of shares held in
street name?, page 2

6. Please advise us of the legal basis upon which the registrant has relied to
conclude that
   brokers may be eligible to vote shares in the absence of instructions timely
transmitted by
   beneficial owners. Alternatively, please revise to remove the implication
that "broker non-
   votes" will still exist even if the solicitation is contested. See Item
21(b) of Schedule 14A.

Background of this proxy solicitation, page 6

7. We noticed the disclosure regarding the adoption of the shareholder rights
agreement on
   August 29, 2018. Advise us what consideration was given to registration of
the rights
   associated with the plan on Form 8-A.

Proposal 1   Election of Directors, page 11

8. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state
whether or not
   any of the participants have been the subject of criminal convictions within
the last ten years,
   please provide us with a written reply on behalf of each participant in
response to this line
   item notwithstanding the fact that a negative response need not be disclosed
in the proxy
   statement filed under cover of Schedule 14A.

9. Advise us how the registrant complied with the Item 5(b)(1)(vi) requirement
to disclose
   transactions in the subject class of securities within the past two years.

10. Advise us, with a view toward revised disclosure, how the registrant
complied with the
    balance of the requirements codified beneath Item 5(b) of Schedule 14A.

Proposal 5   Stockholder Proposal Regarding Bylaw Restoration, page 29
11. Notwithstanding the assertion regarding the Board's belief regarding best
interests, please
    revise to indicate, if true, that to the extent the proposal is lawfully
approved, bylaws aligned
    with security holder interests could be repealed.
 John G. Sharkey
TSR, Inc.
February 7, 2019
Page 3

Other Business Solicitation and Expenses of Solicitation, page 31
12. Please revise the disclosure to quantify the total cost of the solicitation
to date above what the
    registrant normally expends for uncontested solicitation for the election
of directors,
    including attorney fees, litigation costs, and other charges that have been
incurred to date.
    Refer to Item 4(b)(4) of Schedule 14A and corresponding Instruction 1
thereto which
    together require disclosure of costs "in furtherance of, or in connection
with" the solicitation
    as well as "other costs incidental to the solicitation."

Form of Proxy

13. Please revise to identify the form of proxy as a preliminary copy. See Rule
14a-6(e)(1).

14. Please confirm, if true, that the registrant complied with its disclosure
obligation under Rule
    14a-4(e) by representing that a properly executed proxy "will be voted as
directed."

15. Advise us, with a view toward revised disclosure, why the form of proxy
appears to have six
    numbered proposals. In addition, please revise the description of this
sixth entry regarding
    the intended use of the discretionary authority available under Rule
14a-4(c)(1) so that it
    conforms to the disclosure standard codified in that provision. At present,
the disclosure
    suggests that the right to use discretionary authority is absolute.

       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.