SECURITIESTable ANDof EXCHANGE COMMISSION Contents

ItemTable 7.of Financial Statements and Exhibits. Contents

OnTable October 29, 2003, QRS Corporation issued a press release of the financial results for the third quarter ended September 30, 2003. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference. Contents

SECURITIESTable ANDof EXCHANGE COMMISSION Contents

ItemTable 7.of Financial Statements and Exhibits. Contents

OnTable October 29, 2003, QRS Corporation issued a press release of the financial results for the third quarter ended September 30, 2003. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference. Contents

Table of Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~ 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): June 17, 2004

~~Date~~QRS ofCORPORATION ~~Report (Date of earliest event reported) October 29, 2003~~

~~QRS~~(Exact ~~CORPORATION~~name of registrant specified in its charter)

(Exact name of registrant as specified in charter)


Delaware	000-21958	68-0102251

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Delaware	000-21958	68-0102251
1400 Marina Way South, Richmond, California	94804
(State of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

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


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

~~Registrant’s telephone~~(Former ~~number,~~name ~~including~~and ~~area~~former ~~code~~address, ~~(510)~~if ~~215-5000~~changed since last report)

~~None~~TABLE OF CONTENTS

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


	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
EXHIBIT INDEX
EX-2.1
EX-99.1

~~(c)~~Item ~~Exhibits~~5. ~~The~~ ~~following~~Other ~~document is filed as an exhibit to this report:~~ Events.

99 On June 17, 2004, JDA Software Group, Inc.~~1 Press~~ ~~Release~~(“JDA”), ~~issued~~CVP2 byCorp. (“Merger Sub”) and QRS Corporation, ~~dated~~a ~~October~~Delaware 29corporation (“QRS”), ~~2003~~entered into an Agreement and Plan of Merger (the “Agreement”), under which Merger Sub will be merged with and into QRS (the “Merger”), with QRS continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of JDA. Under the Agreement, QRS’ stockholders will receive 0.5 share of JDA common stock for each share of QRS’ common stock they own. The Agreement has been approved by the respective Board of Directors of QRS and JDA, and the transactions contemplated thereby are subject to the approval of the respective stockholders of JDA and QRS, any required antitrust clearance and other customary closing conditions. The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 127. ~~Results~~Financial ofStatements ~~Operations~~ and ~~Financial Condition~~Exhibits.

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.

~~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 hereunto duly authorized.

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: June 18, 2004	By:	/s/ Elizabeth A. Fetter

	Name:	Elizabeth A. Fetter
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

ExhibitNumber		Document Description
Exhibit
99.1		Press Release issued by QRS Corporation dated October 29, 2003.
Number		Document Description
2.1		Agreement and Plan of Merger dated as of June 17, 2004, by and among JDA Software Group, Inc., QRS Corporation and CVP2 Corp., including the forms of Voting Agreement attached as Exhibit A and Exhibit B thereto.
99.1		Press Release dated June 17, 2004.

The following documents are filed as exhibits to this report:

Agreement and Plan of Merger dated as of June 17, 2004, by and among JDA Software Group, Inc., QRS Corporation and CVP2 Corp., including the forms of Voting Agreement attached as Exhibit A and Exhibit B thereto.

Press Release dated June 17, 2004.

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