As filed with the Securities and Exchange Commission on February 21, 1997

                                                                               
                                                 Registration No. 333-17559
   
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
	                                

                                 
                            AMENDMENT NO. 2
                                   TO
                                FORM S-3
     	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
	                              

                               TMS, INC.                      
     	(Exact name of registrant as specified in its charter)

          Oklahoma                                               91-1098155    
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                         206 West Sixth Avenue
                     Stillwater, Oklahoma 74074
                           (405) 377-0880

        (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                    Maxwell Steinhardt, President
                              TMS, Inc.
                       206 West Sixth Avenue
                   Stillwater, Oklahoma 74074
                          (405) 377-0880                                    
    	(Name, address, including zip code, and telephone number,
             including area code, of agent for service)

                            COPIES TO:

                     Douglas A. Branch, Esq.
              Phillips McFall McCaffrey McVay & Murrah, P.C.
                 12th Floor, One Leadership Square
                        211 N. Robinson
                   Oklahoma City, Oklahoma 73102
                         (405) 235-4100

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon 
as practicable after this Registration Statement becomes effective.
                    	_______________________________

If the only securities being registered on this Form are being offered pursuant 
to dividend or interest reinvestment plans, please check the following box.  o  

If any of the securities being registered on this Form are to be offered on a 
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following 
box and list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering.  o

If this Form is a  post-effective amendment filed pursuant to Rule 462(c) under 
the Securities Act, check the following box and list the Securities Act 
registration statement number of the earlier effective registration statement 
for the same offering.  o

If delivery of the prospectus is expected to be made pursuant to Rule 434, 
please check the following box.  o

<R\>
<R\>

    The Registrant hereby amends this Registration Statement on such date or 
dates as may be necessary to delay its effective date until the Registrant 
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of 
the Securities Act of 1933 or until the Registration Statement shall become 
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
                                                                            

	
_______________________________________________________________________________
                                  PROSPECTUS
_______________________________________________________________________________

                                102,345 Shares

                                  TMS, INC.

                                Common Stock
                              ($.05 par value)
                             __________________               

The shares (the "Shares") of common stock, par value $.05 per share (the "Common
Stock"), of TMS, Inc. (the "Company") offered hereby (the "Offering") are being
sold by certain individual selling shareholders (the "Selling Shareholders").
See "Selling Shareholders."  The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Shareholders.
                             __________________               

The Shares may be offered by the Selling Shareholders from time to time in open
market transactions (which may include block transactions), through the writing
of options on the Shares, or otherwise in the over-the-counter market, or in
private transactions at prices relating to prevailing market prices or at
negotiated prices.  The Selling Shareholders may effect such transactions by
selling Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of Shares for whom such broker-
dealers may act as agent or to whom they sell as principal or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions).  The Selling Shareholders and any broker-dealer acting in
connection with the sale of the Shares offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the " Securities Act"), in which event any discounts, concessions or
commissions received by them, which are not expected to exceed those customary
in the types of transactions involved, or any profit on resales of the Shares
by them, may be deemed to be underwriting commissions or discounts under the
Securities Act.

The costs, expenses and fees incurred in connection with the registration of the
Shares (exclusive of any selling commissions or brokerage fees) will be paid by
the Company.  The expenses of the offering, other than selling commissions and
brokerage fees, are estimated to be approximately $5,100.

The Common Stock is traded on the over-the-counter market and is not currently 
eligible for inclusion on the Nasdaq Small Cap Market or any other stock
exchange. On February 18, 1997, the closing bid price of the Common Stock as
reported on the Nasdaq OTC Bulletin Board was $.687 per share.
                             __________________              

See "Risk Factors" located herein at page 3 for a discussion of risk factors
that should be considered in connection with an investment in the Common Stock
offered hereby.

	                                   

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________________________________________________________________________

<R\>
               The date of this Prospectus is February 21, 1997.
<R\>

<PAGE>  2
                             AVAILABLE INFORMATION

The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act")  and in 
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public 
reference facilities maintained by the Commission  at Room 1024, 450 Fifth 
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at its regional 
offices in New York (7 World Trade Center, Suite 1300, New York, New York 
10048) and 500 West Madison Street, Suite 1400 Northwestern Atrium Center, 
Chicago, Illinois 60661.  Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., 
Washington, D.C. 20549 at prescribed rates.

The Commission also maintains a Web site at http://www.sec.gov that 
contains reports, proxy and information statements and other information 
regarding registrants that file electronically with the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

<R\>
The Company hereby incorporates by reference into this Prospectus and to 
be a part hereof the following reports and documents filed with the Commission 
pursuant to the Exchange Act: (i) the Company's Form 10-KSB Annual Report, for 
the fiscal year ended August 31, 1996; (ii) the Company's Quarterly Report on 
Form 10-QSB for the quarter ended November 30, 1996; and (iii) the description 
of the Company's Common Stock contained in the Company's Form 10 Registration 
Statement filed with the Commission on January 17, 1990.
<R\>

All documents filed by the Company with the Commission pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this 
Prospectus and prior to the termination of the offering of the securities 
covered by this Prospectus shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such 
documents.  Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or 
deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any 
beneficial owner, to whom this Prospectus is delivered, upon written or oral 
request of such person, a copy of any and all of the documents that have been 
or may be incorporated by reference in this Prospectus (other than exhibits to 
such documents which are not specifically incorporated by reference into such 
documents).  Such requests should be directed to Maxwell Steinhardt, President,
TMS, Inc., 206 West Sixth Avenue, Stillwater, Oklahoma 74074, (405) 377-0880.

                                THE COMPANY


The Company is an Oklahoma corporation and has been engaged in the 
computer software industry since 1981.  The Company licenses computer software 
products and provides software development services to enable information 
delivery through electronic publishing and electronic image management.

<PAGE>  3

The Company's operations include products and services used by 
corporations, governments and large institutions.  The Company's products are 
primarily text and image retrieval "toolkits," which allow customers to develop
new software applications or customize existing applications.  In addition, the
Company offers off-the-shelf products for customers that do not have software 
development resources.  Services include software development and the 
conversion of paper documents for use in electronic publishing environments.  
The Company emphasizes the development of software for customers desiring new 
or custom applications, and document conversion for customers desiring to 
convert paper and other media to electronic form.

The Company's executive offices are located at 206 West Sixth Avenue, 
Stillwater, Oklahoma 73074, and its telephone number is (405) 377-0880.

                                RISK FACTORS

In addition to the other information in this Prospectus, prospective 
investors should carefully consider the following investment considerations 
relating to the Company and its Common Stock before making an investment.

Variability of Quarterly Operating Results.  The Company's revenues and 
operating results can vary substantially from quarter to quarter.  License 
revenues, which represented approximately 65% of total revenues in fiscal 1996,
are difficult to forecast because of factors such as the size and timing of 
individual license transactions, changes in customer budgets and deployments of
units incorporating the Company's software, and general economic conditions.  
In recent years, the Company has emphasized software development services as a 
means of mitigating the variability of revenues and operating results, and the 
principal growth in revenues has been in the area of services.  Although the 
Company currently has a backlog of software development services, there is no 
assurance that the Company will be able to maintain that backlog.

Competition and Market Trends.  The computer software market is highly 
competitive.  As the markets in which the Company's products and services are 
sold continue to develop and as the Company enters new markets, it expects that
additional competitors will enter those markets and that competition will 
become more intense.  Some of the Company's competitors or potential 
competitors have greater financial, marketing, or technical resources than the 
Company.  These competitors may be able to adapt more quickly to new or 
emerging technologies and standards or changes in customer requirements or may 
be able to devote greater resources to the promotion and sale of their products
than the Company.  Many of these competitors market, or can potentially market,
their products directly to the ultimate consumers of such products and may have
more ability to control pricing and marketing decisions which may affect their 
revenues.  There can be no assurance that the Company will be able to continue 
competing successfully in this industry.  Continued investment in research and 
product development and in marketing will be required to permit the Company to 
compete successfully, and there is no assurance that the Company will have the 
necessary capital resources to fund that investment.

Possible Volatility of Stock Price.  Trading of the Common Stock has 
been limited; however, if trading becomes more active, the trading price in the
future could be subject to wide fluctuations in response to quarterly 
variations in operating results, announcements of technological innovations or 
new products by the Company or its competitors, as well as other events or 
factors.  In addition, the stock market has from time to time experienced 
extreme price and volume fluctuations which have particularly affected the 
stock price of many high technology companies and which often have been 
unrelated to the operating performance of these companies.  These broad market 
fluctuations may adversely affect the market price of the Common Stock.  

<PAGE>  4

No Current Listing on Stock Exchange.  The Company's Common Stock is 
traded on the over-the-counter market and is not currently eligible for 
inclusion on the Nasdaq Small Cap Market or any other stock exchange and 
eligibility for such inclusion is subject to compliance with several 
requirements, such as a minimum market price of the Common Stock.  To qualify 
for listing on the Nasdaq Small Cap Market, the Company must meet certain 
requirements which it does not currently meet, particularly that the market 
price of the Common Stock exceed $3.00 per share.  To satisfy this requirement,
it may be necessary to effect a reverse stock split.  There is no assurance 
that a reverse split will be successful in reaching such a minimum price or 
that the price of the Common Stock would, after adjustment for the reverse 
split, trade at the same level as the pre-split shares.  The Company has, from 
time to time, considered a reverse split and may effect a reverse split in the 
future; however, there are no present commitments to do so.  In any event, even
if an exchange listing is obtained, there can be no assurance that the market 
for the Common Stock will become liquid or active or that liquidity or 
activity, if achieved, will be sustained.

Dependence Upon a Single Customer.  POWERCOM-2000, Inc. ("POWERCOM"), a 
wholly-owned subsidiary of Briggs & Stratton, accounted for approximately 
$607,000 or 11% of the Company's total revenue in fiscal 1996.  During fiscal 
1996, the Company continued to perform document conversion services for 
POWERCOM, principally the conversion of parts and maintenance manuals for lawn 
and garden products into an electronic format.  Document conversion services 
accounted for approximately $482,000 or 79% of the total POWERCOM revenue in 
1996.  As reported in fiscal year 1995, the Company expected a decline in 
future revenue from POWERCOM.  In fiscal 1996, service revenue from POWERCOM 
approximated $110,000 compared to $621,000 in fiscal 1995.  Although this 
customer has ongoing service requirements, primarily for document conversion, 
management cannot project the level of revenue that could result from this 
customer in fiscal 1997.  In fiscal 1995, POWERCOM accounted for 22% of the 
Company's total revenue, the only customer to account for 10% or more of total 
revenues for that year.  To offset the expected decline in POWERCOM revenues, 
the Company has continued to develop strategic relationships with large firms 
to produce revenue opportunities for both products and services.

Risks of Software Product Development.  The Company's future success 
will depend on its ability to develop and release, on a timely basis, new 
software products and upgrades.  The Company has historically engaged in 
software development services for customers and it derives revenues from such 
services and licensing revenue from the customer's future use of the software 
developed by the Company.  The software development process is inherently 
unpredictable.  Development time and the achievability of design objectives may
not be determinable until very late in the development process.  Problems and 
delays in product development may result in the delay or cancellation of 
planned product or service offerings by the Company and its strategic partners,
and such problems and delays could have an adverse effect on the operating 
results of the Company.  Consequently, the receipt of service and licensing 
revenue from these customers will also be delayed.  There can be no assurance 
that the Company will not experience similar problems and delays in the future,
resulting in material adverse effects on the Company's operating results.  
Furthermore, no complex software product is totally free of errors, and 
significant errors may go undetected for some time.  Discovery of significant 
errors may delay or cancel product releases and, if not discovered until after 
product release, may necessitate recall of products by the Company and its 
strategic partners and expose the Company to substantial expense and claims for
reimbursement.

Dependence on Key Personnel.  The Company believes that its continued
success will depend in large part upon its ability to attract and retain 
highly-skilled technical, managerial and marketing personnel.  Competition for 
such personnel in the software industry is intense, and the Company has from 
time to time experienced difficulty in locating candidates with appropriate 
qualifications.  There can be no assurance that the Company will be successful 
in attracting and retaining the personnel it requires to develop and market new
and enhanced products and conduct its operations successfully.

<PAGE>  5
Dependence on Proprietary Technology.  The Company relies on a 
combination of patent, trade secret, copyright and trademark laws, 
nondisclosure agreements and other contractual provisions and technical 
measures to protect its proprietary rights.  There can be no assurance that 
these protections will be adequate or that the competitors of the Company will 
not independently develop technologies that are substantially equivalent or 
superior to the technology of the Company.  The patentability of computer 
software until recently has been severely limited and the scope and extent of 
patent rights in this field are evolving.  The Company has filed with the 
Patent and Trademark Office patent applications and has been awarded patents 
relating to the Company's ScanFix product.  However, there can be no assurance 
that patents will be issued with respect to future patent applications, or that
the Company's patents will be upheld as valid or will prevent the development 
of competitive products.  The Company makes source codes available to certain 
of its customers and this may increase the likelihood of misappropriation or 
other misuse of the Company's intellectual property.  Existing copyright laws 
afford only limited protection.  In addition, the laws of certain countries in 
which the Company's products are or may be licensed do not protect its products
and intellectual property rights to the same extent as the laws of the United 
States.  Moreover, the financial resources of the Company may not be adequate 
to enable the Company to actively pursue litigation as a means of enforcing its
intellectual property rights.  There can be no assurance that a third party 
will not in the future assert that the Company's technology violates third 
party patents.  As the number of software products in the industry increases 
and the functionality of these products further overlap, the Company believes 
that software developers may become increasingly subject to infringement 
claims.  Any such claims, with or without merit, can be time consuming and 
expensive to defend.

Potential Issuance of Preferred Stock; Anti-Takeover Provisions.  The 
Board of Directors of the Company has the authority to issue up to 1,000,000 
shares of Preferred Stock and to fix the rights, preferences, privileges and 
restrictions, including voting rights, of these shares without any further vote
or action by the shareholders.  The rights of the holders of the Common Stock 
will be subject to, and may be adversely affected by, the rights of the holders
of any Preferred Stock that may be issued in the future.  The issuance of the 
Preferred Stock, while providing desirable flexibility in connection with 
possible acquisitions and other corporate purposes, could have the effect of 
making it more difficult for a third party to acquire a majority of the 
Company's outstanding voting stock, thereby delaying, deferring or preventing a
change in control of the Company.  Furthermore, such Preferred Stock may have 
other rights, including economic rights, senior to the Common Stock, and as a 
result, the issuance of such stock could have a material adverse effect on the 
market value of the Common Stock.  The Company has no present plans to issue 
shares of Preferred Stock.  The Company may in the future adopt other measures 
that may have the effect of delaying, deferring or preventing a change in 
control of the Company.  Certain of such measures may be adopted without any 
further vote or action by the shareholders.  The Company has no present plans 
to adopt any such measures.  The Company is also afforded the protection of 
Section 1145 of the Oklahoma General Corporation Act, which could delay or 
prevent a change in control of the Company, impede a merger, consolidation or 
other business combination involving the Company or discourage a potential 
acquiror from making a tender offer or otherwise attempting to obtain control 
of the Company.

No Dividends on the Common Stock.  The Company has never paid a cash 
dividend on the Common Stock and the Company does not currently intend to pay 
cash dividends on the Common Stock in the foreseeable future.

Voting Power of Officers and Directors.  The Company's officers and 
directors hold voting power of approximately 32.2% of the issued and 
outstanding shares of the Common Stock and therefore are able exert a 
significant degree of influence in the election of the Board of Directors and 
the control over the Company's affairs.

<PAGE>  6
Future Acquisitions.  The Company may in the future pursue acquisitions 
of complementary products, technologies and businesses.  Future acquisitions by
the Company may result in potentially dilutive issuances of equity securities, 
the incurrence of additional debt and amortization expenses related to goodwill
and other intangible assets, which could adversely affect the profitability of 
the Company.  In addition, acquisitions involve numerous risks, including 
difficulties in the assimilation of the operations, products and personnel of 
the acquired company, the diversion of management's attention from other 
business concerns, risks of entering markets in which the Company has limited 
or no direct prior experience, and the potential loss of key employees of the 
acquired company.  The Company is continually reviewing product and technology 
acquisition opportunities, although there are currently no discussions, 
commitments or agreements which would be material to the Company.  In the event
that such an acquisition does occur, there can be no assurance as to the effect
thereof on the business, financial condition or results of the Company's 
operations.

                               USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares 
offered hereby.

                            PLAN OF DISTRIBUTION


The Shares may be offered by the Selling Shareholders from time to time 
in open market transactions (which may include block transactions), through the
writing of options on the Shares or otherwise in the over-the-counter market, 
or in private transactions at prices relating to prevailing market prices or at
negotiated prices.  The Selling Shareholders may effect such transactions by 
selling Shares to or through broker-dealers, and such broker-dealers may 
receive compensation in the form of discounts, concessions or commissions from 
the Selling Shareholders and/or the purchasers of Shares for whom such broker-
dealers may act as agent or to whom they sell as principal or both (which 
compensation as to a particular broker-dealer might be in excess of customary 
commissions).  The Selling Shareholders and any broker-dealer acting in 
connection with the sale of the Shares offered hereby may be deemed to be 
"underwriters" within the meaning of the Securities Act in which event any 
discounts, concessions or commissions received by them, which are not expected 
to exceed those customary in the types of transactions involved, or any profit 
on resales of the Shares by them, may be deemed to be underwriting commissions 
or discounts under the Securities Act.

The Shares offered hereby may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at varying 
prices determined at the time of sale, or at negotiated prices.

The costs, expenses and fees incurred in connection with the 
registration of the Shares (exclusive of any selling commissions or brokerage 
fees) will be paid by the Company.

To comply with certain states' securities laws, if applicable, the 
Shares will be sold in such jurisdictions only through registered or licensed 
brokers or dealers.  In addition, in certain states the Shares may not be sold 
unless such Shares have been registered or qualified for sale in such state or 
an exemption from registration or qualification is available and is complied 
with.

                           SELLING SHAREHOLDERS

The following table sets forth the Shares owned by the Selling 
Shareholders before and after the Offering (assuming all Shares offered hereby 
are sold) and the amount of Shares offered.  The Selling Shareholders have no 
obligation to sell any of the Shares offered.

<PAGE>  7
<TABLE>
<CAPTION>

                                Shares Owned                  Shares Owned
                  Relationship   Before the        Shares       After the   
                   with the       Offering         Being         Offering
                   Company     Number   Percent    Offered    Number   Percent 
                  _________    ______   _______    _______    ______   _______

<S>                 <S>        <C>        <C>       <C>          <C>      <C>
Hannon Armstrong
& Company           None       76,759     *         76,759       -        *

Peter L. Pomeroy    None       25,586     *         25,586       -        *



________________
*Less than 1%

</TABLE>

                                 LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the 
Company by Phillips McFall McCaffrey McVay & Murrah, P.C., Oklahoma City, 
Oklahoma.

                                   EXPERTS

The consolidated financial statements of TMS, Inc. and its subsidiary as 
of August 31, 1996 and 1995, and for the years then ended, and the financial 
statement schedule for the years ended August 31, 1996 and 1995, included in 
the Company's 1996 Annual Report on Form 10-KSB, have been incorporated by 
reference herein and in the Registration Statement in reliance upon the report 
of KPMG Peat Marwick LLP, independent certified public accountants, 
incorporated by reference herein, and upon the authority of said firm as 
experts in auditing and accounting.




=====================================   =======================================



No dealer, salesman or other person                     TMS, INC. 
has been authorized to give any 
information or to make any 
representation not contained in this 
Prospectus and, if given or made, 
such information or representation 
must not be relied upon as having 
been authorized by the Company or the 
Selling Shareholders.  This 
Prospectus does not constitute an 
offer to sell or solicitation of an 
offer to buy any securities offered 
hereby in any jurisdiction to any 
person to whom it is unlawful to make 
such offer in such jurisdiction.  
Neither the delivery of this 
Prospectus nor any sale made 
hereunder shall, under any circum-
stances, create any implication that 
the information herein is correct as                  102,345 Shares
of any time subsequent to the date                     Common Stock
hereof or that there has been no                     ($.05 par value)
change in the affairs of the Company 
since such date.



   _____________________________


<R\>
                                        _______________________________________
	TABLE OF CONTENTS
                                                    PROSPECTUS
                               Page     _______________________________________

Available Information.........  2

Incorporation of Certain
  Documents by Reference......  2

The Company...................  2

Risk Factors..................  3

Use of Proceeds...............  6

Plan of Distribution..........  6
                                                       TMS, Inc.
Selling Shareholders..........  7                 February 21, 1997
                                                206 West Sixth Avenue
Legal Matters.................  7             Stillwater, Oklahoma 74074
                                                   (405) 377-0880
Experts.......................  7

<R\>


====================================    =======================================






<PAGE>  II-3
                                   PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.	Other Expenses of Issuance and Distribution.

The estimated expenses of the offering, all of which are to be paid by 
the Company, are as follows:

<TABLE>
<CAPTION>
<S>                                                          <C>
Registration Fees:
     Securities and Exchange Commission......................$   100.00
Printing and engraving expenses..............................    100.00
Legal fees and expenses......................................  3,000.00
Accountants' fees and expenses...............................  2,000.00
Miscellaneous................................................    300.00
                                                               ________
    Total.................................................... $5,500.00
                                                              =========
</TABLE>

Item 15.	Indemnification of Directors and Officers.

The Oklahoma General Corporation Act grants every corporation the power 
to indemnify any person who was or is a party or is threatened to be made a 
party to any threatened, pending, or completed action, suit, or proceeding, 
whether civil, criminal, administrative, or investigative (other than by action
by or in the right of the corporation) by reason of the fact that he is or was 
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against expenses (including attorneys' fees), judgments, fines, and amounts 
paid in settlement actually and reasonably incurred by him in connection with 
such action, suit, or proceeding if he acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
corporation, and with respect to any criminal action or proceeding, had no 
reasonable cause to believe his conduct was unlawful.

The Oklahoma statute also grants every corporation the power to 
indemnify any person who was or is a party or is threatened to be made a party 
to any threatened, pending, or completed action or suit by or in the right of 
the corporation to procure a judgment in its favor by reason of the fact that 
he is or was a director, officer, employee, or agent of the corporation, or is 
or was serving at the request of the corporation as a director, officer, 
employee, or agent of another corporation, partnership, joint venture, trust, 
or other enterprise against expenses, including attorneys' fees, actually and 
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that 
no indemnification shall be made in respect of any claim, issue, or matter as 
to which such person shall have been adjudged to be liable for negligence or 
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall 
determine upon application that, despite the adjudication of liability but in 
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

The Oklahoma statute provides that to the extent that a director, 
officer, employee, or agent of a corporation has been successful on the merits 
or otherwise in defense of any action, suit, or proceeding referred to in the 
statute, or in defense of any claim, issue, or matter therein, he shall be 
indemnified against expenses, including attorneys' fees, actually incurred by 
him in connection therewith.

Articles Nine and Ten of the Registrant's Certificate of Incorporation
indemnify and exculpate the directors, officers, employees, and agents of the 
Registrant from and against certain liabilities.  Article Nine provides that 
the Registrant shall indemnify to the full extent permitted under the Oklahoma 
General Corporation Act any director, officer, employee, or agent of the 
Registrant.  Article Ten provides that a director of the Registrant shall have 
no personal liability to the Registrant or its shareholders for monetary 
damages for breach of fiduciary duty as a director, except for liability (a) 
for any breach of the director's duty of loyalty to the Registrant or its 
shareholders, (b) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (c) for acts or omissions
specified in Section 1053 of the Oklahoma General Corporation Act regarding the
unlawful payment of dividends and the unlawful purchase or redemption of the 
Registrant's stock, and (d) for any transaction from which the director derived
an improper personal benefit.

Item 16.	Exhibits.	


      Exhibit		Description

       2.1    --- Amended Plan of Reorganization and Agreement of Merger 
                  dated November 7, 1995  (the "Merger Agreement")  
                  incorporated herein by reference to Exhibit 2.1 to 
                  Amendment No.  2 to the Registrant's Form S-4 
                  Registration Statement (No. 33-64649).
      	2.2   --- Amendment No. 1 to the Merger Agreement incorporated 
                  herein by reference to Exhibit 2.2 to Amendment No. 2 to 
                  the Registrant's Form S-4 Registration Statement (No.33-
                  64649).
       4.1    --- Specimen Certificate for Common Stock of registrant, 
                  incorporated herein by reference to Exhibit 4.1 to the 
                  registrant's Form S-4 Registration Statement (No. 33-
                  64649).
       5.1*   --- Opinion of Phillips McFall McCaffrey McVay & Murrah,P.C.
      23.1*   --- Consent of Phillips McFall McCaffrey McVay & Murrah,P.C.
      23.2*   --- Consent of KPMG Peat Marwick LLP.
-----------------
      * Previously filed.


Item 17.	Undertakings.

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the provisions described under Item 15, above, or 
otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense of 
any action, suit or proceeding) is asserted against the registrant by such 
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question of whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE>  II-5

The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:

     (i)    To include any prospectus required by section 
            10(a)(3) of the Securities Act of 1933;

    (ii)    To reflect in the prospectus any facts or events 
            arising after the effective date of the registration statement 
            (or the most recent post-effective amendment thereof) which, 
            individually or in the aggregate, represent a fundamental change 
            in the information set forth in the registration statement; and

   (iii)    To include any material information with respect 
            to the plan of distribution not previously disclosed in the 
            registration statement or any material change to such 
            information in the registration statement;

Provided, however, that (i) and (ii) above do not apply if the 
information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the 
Registrant pursuant to section 13 or section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in this 
registration statement.

(2)	That, for the purpose of determining any liability under 
the Securities Act of 1933, each post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.	

(4)	For purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report 
pursuant to section 13(a) or section 15(d) of the Securities Exchange 
Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.


                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-3 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stillwater, State of Oklahoma, on February 21,
1997.

                                            TMS, INC.


                                             By:     /s/  Maxwell Steinhardt   
                                                 ______________________________
                                                 Maxwell Steinhardt
                                                 Chairman of the Board of
                                                 Directors and Chief Executive
                                                 Officer


<R\>
Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Amendment No. 2 Registration Statement has been signed below by the 
following persons in the capacities and on the date indicated.
<R\>

Signature                           Title                   Date


/s/ Maxwell Steinhardt     Chairman of the Board of      February 19, 1997
______________________     Directors and Chief
Maxwell Steinhardt,        Executvie Officer
Principal Executive 
Officer


/s/ Deborah D. Mosier
_______________________    Chief Financial Officer       February 19, 1997
Deborah D. Mosier
Principal Financial and
Accounting Officer


*/s/ Doyle E. Cherry
_______________________    Director                      February 19, 1997
Doyle E. Cherry


*/s/ James R. Rau, M.D.
_______________________    Director                      February 19, 1997
James R. Rau, M.D.


*/s/ Marshall C. Wicker                               
_______________________    Director                      February 19, 1997
Marshall C. Wicker

*/s/ Dana R. Allen                                       
_______________________    Executive Vice President      February 19, 1997
Dana R. Allen              and Director          



*By:/s/ Maxwell Steinhardt                          
    ______________________
    Maxwell Steinhardt
    Attorney-in-Fact

	

                             INDEX TO EXHIBITS



                                                           Sequentially
                                                             Numbered
Exhibit               Description                              Page
_______               ___________                            ________

 2.1     Amended Plan of Reorganization and Agreement   Incorporated herein by
         of Merger dated November 7, 1995 (the "Merger  reference to Exhibit
         Agreement").                                   2.1 to Amendment No. 2
                                                        to the Registrant's
                                                        Form S-4 Registration
                                                        Statement (No.33-64649)

 2.2     Amendment No. 1 to the Merger Agreement        Incorporated herein by
                                                        reference to Exhibit
                                                        2.2 to Amendment No. 2
                                                        to the Registrant's
                                                        Form S-4 Registration
                                                        Statement (No.33-64649)

 4.1     Specimen Certificate for Common Stock of
         Registrant                                     Incorporated herein by
                                                        reference to Exhibit
                                                        4.1 to the Registrant's
                                                        Form S-4 Registration
                                                        Statement (No.33-64649)

 5.1*    Opinion of Phillips McFall McCaffrey McVay
         & Murrah, P.C.

23.1*    Consent of Phillips McFall McCaffrey McVay
         & Murrah, P.C.

23.2*    Consent of KPMG Peat Marwick LLP
---------------
*Previously filed.












As filed with the Securities and Exchange Commission on February 21, 1997

                                                                               
                                                 Registration No. 333-17559   

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
	                                

                                 
                            AMENDMENT NO. 2
                                   TO
                                FORM S-3
     	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
	                              

                               TMS, INC.                      
     	(Exact name of registrant as specified in its charter)

          Oklahoma                                               91-1098155    
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                         206 West Sixth Avenue
                     Stillwater, Oklahoma 74074
                           (405) 377-0880

        (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                    Maxwell Steinhardt, President
                              TMS, Inc.
                       206 West Sixth Avenue
                   Stillwater, Oklahoma 74074
                          (405) 377-0880                                    
    	(Name, address, including zip code, and telephone number,
             including area code, of agent for service)

                            COPIES TO:

                     Douglas A. Branch, Esq.
              Phillips McFall McCaffrey McVay & Murrah, P.C.
                 12th Floor, One Leadership Square
                        211 N. Robinson
                   Oklahoma City, Oklahoma 73102
                         (405) 235-4100

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon 
as practicable after this Registration Statement becomes effective.
                    	_______________________________

If the only securities being registered on this Form are being offered pursuant 
to dividend or interest reinvestment plans, please check the following box.  o  

If any of the securities being registered on this Form are to be offered on a 
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following 
box and list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering.  o

If this Form is a  post-effective amendment filed pursuant to Rule 462(c) under 
the Securities Act, check the following box and list the Securities Act 
registration statement number of the earlier effective registration statement 
for the same offering.  o

If delivery of the prospectus is expected to be made pursuant to Rule 434, 
please check the following box.  o

The Registrant hereby amends this Registration Statement on such date or 
dates as may be necessary to delay its effective date until the Registrant 
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of 
the Securities Act of 1933 or until the Registration Statement shall become 
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
                                                                            

	
_______________________________________________________________________________
                                  PROSPECTUS
_______________________________________________________________________________

                                102,345 Shares

                                  TMS, INC.

                                Common Stock
                              ($.05 par value)
                             __________________               

The shares (the "Shares") of common stock, par value $.05 per share (the "Common
Stock"), of TMS, Inc. (the "Company") offered hereby (the "Offering") are being
sold by certain individual selling shareholders (the "Selling Shareholders").
See "Selling Shareholders."  The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Shareholders.
                             __________________               

The Shares may be offered by the Selling Shareholders from time to time in open
market transactions (which may include block transactions), through the writing
of options on the Shares, or otherwise in the over-the-counter market, or in
private transactions at prices relating to prevailing market prices or at
negotiated prices.  The Selling Shareholders may effect such transactions by
selling Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of Shares for whom such broker-
dealers may act as agent or to whom they sell as principal or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions).  The Selling Shareholders and any broker-dealer acting in
connection with the sale of the Shares offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the " Securities Act"), in which event any discounts, concessions or
commissions received by them, which are not expected to exceed those customary
in the types of transactions involved, or any profit on resales of the Shares
by them, may be deemed to be underwriting commissions or discounts under the
Securities Act.

The costs, expenses and fees incurred in connection with the registration of the
Shares (exclusive of any selling commissions or brokerage fees) will be paid by
the Company.  The expenses of the offering, other than selling commissions and
brokerage fees, are estimated to be approximately $5,100.

The Common Stock is traded on the over-the-counter market and is not currently 
eligible for inclusion on the Nasdaq Small Cap Market or any other stock
exchange. On February 18, 1997, the closing bid price of the Common Stock as
reported on the Nasdaq OTC Bulletin Board was $.687 per share.

                             __________________              

See "Risk Factors" located herein at page 3 for a discussion of risk factors
that should be considered in connection with an investment in the Common Stock
offered hereby.

	                                   

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________________________________________________________________________

               The date of this Prospectus is February 21, 1997.

<PAGE>  2
                             AVAILABLE INFORMATION

The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act")  and in 
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public 
reference facilities maintained by the Commission  at Room 1024, 450 Fifth 
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at its regional 
offices in New York (7 World Trade Center, Suite 1300, New York, New York 
10048) and 500 West Madison Street, Suite 1400 Northwestern Atrium Center, 
Chicago, Illinois 60661.  Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., 
Washington, D.C. 20549 at prescribed rates.

The Commission also maintains a Web site at http://www.sec.gov that 
contains reports, proxy and information statements and other information 
regarding registrants that file electronically with the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference into this Prospectus and to 
be a part hereof the following reports and documents filed with the Commission 
pursuant to the Exchange Act: (i) the Company's Form 10-KSB Annual Report, for 
the fiscal year ended August 31, 1996; (ii) the Company's Quarterly Report on 
Form 10-QSB for the quarter ended November 30, 1996; and (iii) the description 
of the Company's Common Stock contained in the Company's Form 10 Registration 
Statement filed with the Commission on January 17, 1990.

All documents filed by the Company with the Commission pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this 
Prospectus and prior to the termination of the offering of the securities 
covered by this Prospectus shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such 
documents.  Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or 
deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any 
beneficial owner, to whom this Prospectus is delivered, upon written or oral 
request of such person, a copy of any and all of the documents that have been 
or may be incorporated by reference in this Prospectus (other than exhibits to 
such documents which are not specifically incorporated by reference into such 
documents).  Such requests should be directed to Maxwell Steinhardt, President,
TMS, Inc., 206 West Sixth Avenue, Stillwater, Oklahoma 74074, (405) 377-0880.

                                THE COMPANY


The Company is an Oklahoma corporation and has been engaged in the 
computer software industry since 1981.  The Company licenses computer software 
products and provides software development services to enable information 
delivery through electronic publishing and electronic image management.

<PAGE>  3

The Company's operations include products and services used by 
corporations, governments and large institutions.  The Company's products are 
primarily text and image retrieval "toolkits," which allow customers to develop
new software applications or customize existing applications.  In addition, the
Company offers off-the-shelf products for customers that do not have software 
development resources.  Services include software development and the 
conversion of paper documents for use in electronic publishing environments.  
The Company emphasizes the development of software for customers desiring new 
or custom applications, and document conversion for customers desiring to 
convert paper and other media to electronic form.

The Company's executive offices are located at 206 West Sixth Avenue, 
Stillwater, Oklahoma 73074, and its telephone number is (405) 377-0880.

                                RISK FACTORS

In addition to the other information in this Prospectus, prospective 
investors should carefully consider the following investment considerations 
relating to the Company and its Common Stock before making an investment.

Variability of Quarterly Operating Results.  The Company's revenues and 
operating results can vary substantially from quarter to quarter.  License 
revenues, which represented approximately 65% of total revenues in fiscal 1996,
are difficult to forecast because of factors such as the size and timing of 
individual license transactions, changes in customer budgets and deployments of
units incorporating the Company's software, and general economic conditions.  
In recent years, the Company has emphasized software development services as a 
means of mitigating the variability of revenues and operating results, and the 
principal growth in revenues has been in the area of services.  Although the 
Company currently has a backlog of software development services, there is no 
assurance that the Company will be able to maintain that backlog.

Competition and Market Trends.  The computer software market is highly 
competitive.  As the markets in which the Company's products and services are 
sold continue to develop and as the Company enters new markets, it expects that
additional competitors will enter those markets and that competition will 
become more intense.  Some of the Company's competitors or potential 
competitors have greater financial, marketing, or technical resources than the 
Company.  These competitors may be able to adapt more quickly to new or 
emerging technologies and standards or changes in customer requirements or may 
be able to devote greater resources to the promotion and sale of their products
than the Company.  Many of these competitors market, or can potentially market,
their products directly to the ultimate consumers of such products and may have
more ability to control pricing and marketing decisions which may affect their 
revenues.  There can be no assurance that the Company will be able to continue 
competing successfully in this industry.  Continued investment in research and 
product development and in marketing will be required to permit the Company to 
compete successfully, and there is no assurance that the Company will have the 
necessary capital resources to fund that investment.

Possible Volatility of Stock Price.  Trading of the Common Stock has 
been limited; however, if trading becomes more active, the trading price in the
future could be subject to wide fluctuations in response to quarterly 
variations in operating results, announcements of technological innovations or 
new products by the Company or its competitors, as well as other events or 
factors.  In addition, the stock market has from time to time experienced 
extreme price and volume fluctuations which have particularly affected the 
stock price of many high technology companies and which often have been 
unrelated to the operating performance of these companies.  These broad market 
fluctuations may adversely affect the market price of the Common Stock.  

<PAGE>  4

No Current Listing on Stock Exchange.  The Company's Common Stock is 
traded on the over-the-counter market and is not currently eligible for 
inclusion on the Nasdaq Small Cap Market or any other stock exchange and 
eligibility for such inclusion is subject to compliance with several 
requirements, such as a minimum market price of the Common Stock.  To qualify 
for listing on the Nasdaq Small Cap Market, the Company must meet certain 
requirements which it does not currently meet, particularly that the market 
price of the Common Stock exceed $3.00 per share.  To satisfy this requirement,
it may be necessary to effect a reverse stock split.  There is no assurance 
that a reverse split will be successful in reaching such a minimum price or 
that the price of the Common Stock would, after adjustment for the reverse 
split, trade at the same level as the pre-split shares.  The Company has, from 
time to time, considered a reverse split and may effect a reverse split in the 
future; however, there are no present commitments to do so.  In any event, even
if an exchange listing is obtained, there can be no assurance that the market 
for the Common Stock will become liquid or active or that liquidity or 
activity, if achieved, will be sustained.

Dependence Upon a Single Customer.  POWERCOM-2000, Inc. ("POWERCOM"), a 
wholly-owned subsidiary of Briggs & Stratton, accounted for approximately 
$607,000 or 11% of the Company's total revenue in fiscal 1996.  During fiscal 
1996, the Company continued to perform document conversion services for 
POWERCOM, principally the conversion of parts and maintenance manuals for lawn 
and garden products into an electronic format.  Document conversion services 
accounted for approximately $482,000 or 79% of the total POWERCOM revenue in 
1996.  As reported in fiscal year 1995, the Company expected a decline in 
future revenue from POWERCOM.  In fiscal 1996, service revenue from POWERCOM 
approximated $110,000 compared to $621,000 in fiscal 1995.  Although this 
customer has ongoing service requirements, primarily for document conversion, 
management cannot project the level of revenue that could result from this 
customer in fiscal 1997.  In fiscal 1995, POWERCOM accounted for 22% of the 
Company's total revenue, the only customer to account for 10% or more of total 
revenues for that year.  To offset the expected decline in POWERCOM revenues, 
the Company has continued to develop strategic relationships with large firms 
to produce revenue opportunities for both products and services.

Risks of Software Product Development.  The Company's future success 
will depend on its ability to develop and release, on a timely basis, new 
software products and upgrades.  The Company has historically engaged in 
software development services for customers and it derives revenues from such 
services and licensing revenue from the customer's future use of the software 
developed by the Company.  The software development process is inherently 
unpredictable.  Development time and the achievability of design objectives may
not be determinable until very late in the development process.  Problems and 
delays in product development may result in the delay or cancellation of 
planned product or service offerings by the Company and its strategic partners,
and such problems and delays could have an adverse effect on the operating 
results of the Company.  Consequently, the receipt of service and licensing 
revenue from these customers will also be delayed.  There can be no assurance 
that the Company will not experience similar problems and delays in the future,
resulting in material adverse effects on the Company's operating results.  
Furthermore, no complex software product is totally free of errors, and 
significant errors may go undetected for some time.  Discovery of significant 
errors may delay or cancel product releases and, if not discovered until after 
product release, may necessitate recall of products by the Company and its 
strategic partners and expose the Company to substantial expense and claims for
reimbursement.

Dependence on Key Personnel.  The Company believes that its continued
success will depend in large part upon its ability to attract and retain 
highly-skilled technical, managerial and marketing personnel.  Competition for 
such personnel in the software industry is intense, and the Company has from 
time to time experienced difficulty in locating candidates with appropriate 
qualifications.  There can be no assurance that the Company will be successful 
in attracting and retaining the personnel it requires to develop and market new
and enhanced products and conduct its operations successfully.

<PAGE>  5
Dependence on Proprietary Technology.  The Company relies on a 
combination of patent, trade secret, copyright and trademark laws, 
nondisclosure agreements and other contractual provisions and technical 
measures to protect its proprietary rights.  There can be no assurance that 
these protections will be adequate or that the competitors of the Company will 
not independently develop technologies that are substantially equivalent or 
superior to the technology of the Company.  The patentability of computer 
software until recently has been severely limited and the scope and extent of 
patent rights in this field are evolving.  The Company has filed with the 
Patent and Trademark Office patent applications and has been awarded patents 
relating to the Company's ScanFix product.  However, there can be no assurance 
that patents will be issued with respect to future patent applications, or that
the Company's patents will be upheld as valid or will prevent the development 
of competitive products.  The Company makes source codes available to certain 
of its customers and this may increase the likelihood of misappropriation or 
other misuse of the Company's intellectual property.  Existing copyright laws 
afford only limited protection.  In addition, the laws of certain countries in 
which the Company's products are or may be licensed do not protect its products
and intellectual property rights to the same extent as the laws of the United 
States.  Moreover, the financial resources of the Company may not be adequate 
to enable the Company to actively pursue litigation as a means of enforcing its
intellectual property rights.  There can be no assurance that a third party 
will not in the future assert that the Company's technology violates third 
party patents.  As the number of software products in the industry increases 
and the functionality of these products further overlap, the Company believes 
that software developers may become increasingly subject to infringement 
claims.  Any such claims, with or without merit, can be time consuming and 
expensive to defend.

Potential Issuance of Preferred Stock; Anti-Takeover Provisions.  The 
Board of Directors of the Company has the authority to issue up to 1,000,000 
shares of Preferred Stock and to fix the rights, preferences, privileges and 
restrictions, including voting rights, of these shares without any further vote
or action by the shareholders.  The rights of the holders of the Common Stock 
will be subject to, and may be adversely affected by, the rights of the holders
of any Preferred Stock that may be issued in the future.  The issuance of the 
Preferred Stock, while providing desirable flexibility in connection with 
possible acquisitions and other corporate purposes, could have the effect of 
making it more difficult for a third party to acquire a majority of the 
Company's outstanding voting stock, thereby delaying, deferring or preventing a
change in control of the Company.  Furthermore, such Preferred Stock may have 
other rights, including economic rights, senior to the Common Stock, and as a 
result, the issuance of such stock could have a material adverse effect on the 
market value of the Common Stock.  The Company has no present plans to issue 
shares of Preferred Stock.  The Company may in the future adopt other measures 
that may have the effect of delaying, deferring or preventing a change in 
control of the Company.  Certain of such measures may be adopted without any 
further vote or action by the shareholders.  The Company has no present plans 
to adopt any such measures.  The Company is also afforded the protection of 
Section 1145 of the Oklahoma General Corporation Act, which could delay or 
prevent a change in control of the Company, impede a merger, consolidation or 
other business combination involving the Company or discourage a potential 
acquiror from making a tender offer or otherwise attempting to obtain control 
of the Company.

No Dividends on the Common Stock.  The Company has never paid a cash 
dividend on the Common Stock and the Company does not currently intend to pay 
cash dividends on the Common Stock in the foreseeable future.

Voting Power of Officers and Directors.  The Company's officers and 
directors hold voting power of approximately 32.2% of the issued and 
outstanding shares of the Common Stock and therefore are able exert a 
significant degree of influence in the election of the Board of Directors and 
the control over the Company's affairs.

<PAGE>  6
Future Acquisitions.  The Company may in the future pursue acquisitions 
of complementary products, technologies and businesses.  Future acquisitions by
the Company may result in potentially dilutive issuances of equity securities, 
the incurrence of additional debt and amortization expenses related to goodwill
and other intangible assets, which could adversely affect the profitability of 
the Company.  In addition, acquisitions involve numerous risks, including 
difficulties in the assimilation of the operations, products and personnel of 
the acquired company, the diversion of management's attention from other 
business concerns, risks of entering markets in which the Company has limited 
or no direct prior experience, and the potential loss of key employees of the 
acquired company.  The Company is continually reviewing product and technology 
acquisition opportunities, although there are currently no discussions, 
commitments or agreements which would be material to the Company.  In the event
that such an acquisition does occur, there can be no assurance as to the effect
thereof on the business, financial condition or results of the Company's 
operations.

                               USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares 
offered hereby.

                            PLAN OF DISTRIBUTION


The Shares may be offered by the Selling Shareholders from time to time 
in open market transactions (which may include block transactions), through the
writing of options on the Shares or otherwise in the over-the-counter market, 
or in private transactions at prices relating to prevailing market prices or at
negotiated prices.  The Selling Shareholders may effect such transactions by 
selling Shares to or through broker-dealers, and such broker-dealers may 
receive compensation in the form of discounts, concessions or commissions from 
the Selling Shareholders and/or the purchasers of Shares for whom such broker-
dealers may act as agent or to whom they sell as principal or both (which 
compensation as to a particular broker-dealer might be in excess of customary 
commissions).  The Selling Shareholders and any broker-dealer acting in 
connection with the sale of the Shares offered hereby may be deemed to be 
"underwriters" within the meaning of the Securities Act in which event any 
discounts, concessions or commissions received by them, which are not expected 
to exceed those customary in the types of transactions involved, or any profit 
on resales of the Shares by them, may be deemed to be underwriting commissions 
or discounts under the Securities Act.

The Shares offered hereby may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at varying 
prices determined at the time of sale, or at negotiated prices.

The costs, expenses and fees incurred in connection with the 
registration of the Shares (exclusive of any selling commissions or brokerage 
fees) will be paid by the Company.

To comply with certain states' securities laws, if applicable, the 
Shares will be sold in such jurisdictions only through registered or licensed 
brokers or dealers.  In addition, in certain states the Shares may not be sold 
unless such Shares have been registered or qualified for sale in such state or 
an exemption from registration or qualification is available and is complied 
with.

                           SELLING SHAREHOLDERS

The following table sets forth the Shares owned by the Selling 
Shareholders before and after the Offering (assuming all Shares offered hereby 
are sold) and the amount of Shares offered.  The Selling Shareholders have no 
obligation to sell any of the Shares offered.

<PAGE>  7
<TABLE>
<CAPTION>

                                Shares Owned                  Shares Owned
                  Relationship   Before the        Shares       After the   
                   with the       Offering         Being         Offering
                   Company     Number   Percent    Offered    Number   Percent 
                  _________    ______   _______    _______    ______   _______

<S>                 <S>        <C>        <C>       <C>          <C>      <C>
Hannon Armstrong
& Company           None       76,759     *         76,759       -        *

Peter L. Pomeroy    None       25,586     *         25,586       -        *



________________
*Less than 1%

</TABLE>

                                 LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the 
Company by Phillips McFall McCaffrey McVay & Murrah, P.C., Oklahoma City, 
Oklahoma.

                                   EXPERTS

The consolidated financial statements of TMS, Inc. and its subsidiary as 
of August 31, 1996 and 1995, and for the years then ended, and the financial 
statement schedule for the years ended August 31, 1996 and 1995, included in 
the Company's 1996 Annual Report on Form 10-KSB, have been incorporated by 
reference herein and in the Registration Statement in reliance upon the report 
of KPMG Peat Marwick LLP, independent certified public accountants, 
incorporated by reference herein, and upon the authority of said firm as 
experts in auditing and accounting.



=====================================   =======================================



No dealer, salesman or other person                     TMS, INC. 
has been authorized to give any 
information or to make any 
representation not contained in this 
Prospectus and, if given or made, 
such information or representation 
must not be relied upon as having 
been authorized by the Company or the 
Selling Shareholders.  This 
Prospectus does not constitute an 
offer to sell or solicitation of an 
offer to buy any securities offered 
hereby in any jurisdiction to any 
person to whom it is unlawful to make 
such offer in such jurisdiction.  
Neither the delivery of this 
Prospectus nor any sale made 
hereunder shall, under any circum-
stances, create any implication that 
the information herein is correct as                  102,345 Shares
of any time subsequent to the date                     Common Stock
hereof or that there has been no                     ($.05 par value)
change in the affairs of the Company 
since such date.



   _____________________________



                                        _______________________________________
	TABLE OF CONTENTS
                                                    PROSPECTUS
                               Page     _______________________________________

Available Information.........  2

Incorporation of Certain
  Documents by Reference......  2

The Company...................  2

Risk Factors..................  3

Use of Proceeds...............  6

Plan of Distribution..........  6
                                                       TMS, Inc.
Selling Shareholders..........  7                 February 21, 1997
                                               206 West Sixth Avenue
Legal Matters.................  7            Stillwater, Oklahoma 74074     
                                                   (405)  377-0880
Experts.......................  7 



====================================    =======================================





<PAGE>  II-3

                                   PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.	Other Expenses of Issuance and Distribution.

The estimated expenses of the offering, all of which are to be paid by 
the Company, are as follows:

<TABLE>
<CAPTION>
<S>                                                          <C>
Registration Fees:
     Securities and Exchange Commission......................$   100.00
Printing and engraving expenses..............................    100.00
Legal fees and expenses......................................  3,000.00
Accountants' fees and expenses...............................  2,000.00
Miscellaneous................................................    300.00
                                                               ________
    Total.................................................... $5,500.00
                                                              =========
</TABLE>

Item 15.	Indemnification of Directors and Officers.

The Oklahoma General Corporation Act grants every corporation the power 
to indemnify any person who was or is a party or is threatened to be made a 
party to any threatened, pending, or completed action, suit, or proceeding, 
whether civil, criminal, administrative, or investigative (other than by action
by or in the right of the corporation) by reason of the fact that he is or was 
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against expenses (including attorneys' fees), judgments, fines, and amounts 
paid in settlement actually and reasonably incurred by him in connection with 
such action, suit, or proceeding if he acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
corporation, and with respect to any criminal action or proceeding, had no 
reasonable cause to believe his conduct was unlawful.

The Oklahoma statute also grants every corporation the power to 
indemnify any person who was or is a party or is threatened to be made a party 
to any threatened, pending, or completed action or suit by or in the right of 
the corporation to procure a judgment in its favor by reason of the fact that 
he is or was a director, officer, employee, or agent of the corporation, or is 
or was serving at the request of the corporation as a director, officer, 
employee, or agent of another corporation, partnership, joint venture, trust, 
or other enterprise against expenses, including attorneys' fees, actually and 
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that 
no indemnification shall be made in respect of any claim, issue, or matter as 
to which such person shall have been adjudged to be liable for negligence or 
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall 
determine upon application that, despite the adjudication of liability but in 
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

The Oklahoma statute provides that to the extent that a director, 
officer, employee, or agent of a corporation has been successful on the merits 
or otherwise in defense of any action, suit, or proceeding referred to in the 
statute, or in defense of any claim, issue, or matter therein, he shall be 
indemnified against expenses, including attorneys' fees, actually incurred by 
him in connection therewith.

<PAGE>  II-4

Articles Nine and Ten of the Registrant's Certificate of Incorporation
indemnify and exculpate the directors, officers, employees, and agents of the 
Registrant from and against certain liabilities.  Article Nine provides that 
the Registrant shall indemnify to the full extent permitted under the Oklahoma 
General Corporation Act any director, officer, employee, or agent of the 
Registrant.  Article Ten provides that a director of the Registrant shall have 
no personal liability to the Registrant or its shareholders for monetary 
damages for breach of fiduciary duty as a director, except for liability (a) 
for any breach of the director's duty of loyalty to the Registrant or its 
shareholders, (b) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (c) for acts or omissions
specified in Section 1053 of the Oklahoma General Corporation Act regarding the
unlawful payment of dividends and the unlawful purchase or redemption of the 
Registrant's stock, and (d) for any transaction from which the director derived
an improper personal benefit.

Item 16.	Exhibits.	

      Exhibit		Description

	      2.1   --- Amended Plan of Reorganization and Agreement of Merger 
                  dated November 7, 1995  (the "Merger Agreement")  
                  incorporated herein by reference to Exhibit 2.1 to 
                  Amendment No.  2 to the Registrant's Form S-4 
                  Registration Statement (No. 33-64649).
      	2.2   --- Amendment No. 1 to the Merger Agreement incorporated 
                  herein by reference to Exhibit 2.2 to Amendment No. 2 to 
                  the Registrant's Form S-4 Registration Statement (No.33-
                  64649).
       4.1    --- Specimen Certificate for Common Stock of registrant, 
                  incorporated herein by reference to Exhibit 4.1 to the 
                  registrant's Form S-4 Registration Statement (No. 33-
                  64649).
       5.1*   --- Opinion of Phillips McFall McCaffrey McVay & Murrah,P.C.
      23.1*   --- Consent of Phillips McFall McCaffrey McVay & Murrah,P.C.
      23.2*   --- Consent of KPMG Peat Marwick LLP.
-----------------
      * Previously filed.


Item 17.	Undertakings.

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the provisions described under Item 15, above, or 
otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense of 
any action, suit or proceeding) is asserted against the registrant by such 
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question of whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE>  II-5

The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:

     (i)    To include any prospectus required by section 
            10(a)(3) of the Securities Act of 1933;

    (ii)    To reflect in the prospectus any facts or events 
            arising after the effective date of the registration statement 
            (or the most recent post-effective amendment thereof) which, 
            individually or in the aggregate, represent a fundamental change 
            in the information set forth in the registration statement; and

   (iii)    To include any material information with respect 
            to the plan of distribution not previously disclosed in the 
            registration statement or any material change to such 
            information in the registration statement;

Provided, however, that (i) and (ii) above do not apply if the 
information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the 
Registrant pursuant to section 13 or section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in this 
registration statement.

(2)	That, for the purpose of determining any liability under 
the Securities Act of 1933, each post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.	

(4)	For purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report 
pursuant to section 13(a) or section 15(d) of the Securities Exchange 
Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.


                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-3 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stillwater, State of Oklahoma, on February 21,
1997.

                                            TMS, INC.


                                             By:     /s/  Maxwell Steinhardt   
                                                 ______________________________
                                                 Maxwell Steinhardt
                                                 Chairman of the Board of
                                                 Directors and Chief Executive
                                                 Officer


Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Amendment No. 2 Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.


Signature                           Title                   Date


/s/ Maxwell Steinhardt     Chairman of the Board of      February 19, 1997
______________________     Directors and Chief
Maxwell Steinhardt,        Executvie Officer
Principal Executive 
Officer


/s/ Deborah D. Mosier
_______________________    Chief Financial Officer       February 19, 1997
Deborah D. Mosier
Principal Financial and
Accounting Officer


*/s/ Doyle E. Cherry
_______________________    Director                      February 19, 1997
Doyle E. Cherry


*/s/ James R. Rau, M.D.
_______________________    Director                      February 19, 1997
James R. Rau, M.D.


*/s/ Marshall C. Wicker                               
_______________________    Director                      February 19, 1997
Marshall C. Wicker

*/s/ Dana R. Allen                                       
_______________________    Executive Vice President      February 19, 1997
Dana R. Allen              and Director          



*By:/s/ Maxwell Steinhardt                          
    ______________________
    Maxwell Steinhardt
    Attorney-in-Fact

	

                             INDEX TO EXHIBITS


                                                           Sequentially
                                                             Numbered
Exhibit               Description                              Page
_______               ___________                            ________

 2.1     Amended Plan of Reorganization and Agreement   Incorporated herein by
         of Merger dated November 7, 1995 (the "Merger  reference to Exhibit
         Agreement").                                   2.1 to Amendment No. 2
                                                        to the Registrant's
                                                        Form S-4 Registration
                                                        Statement (No.33-64649)

 2.2     Amendment No. 1 to the Merger Agreement        Incorporated herein by
                                                        reference to Exhibit
                                                        2.2 to Amendment No. 2
                                                        to the Registrant's
                                                        Form S-4 Registration
                                                        Statement (No.33-64649)

 4.1     Specimen Certificate for Common Stock of
         Registrant                                     Incorporated herein by
                                                        reference to Exhibit
                                                        4.1 to the Registrant's
                                                        Form S-4 Registration
                                                        Statement (No.33-64649)

 5.1*    Opinion of Phillips McFall McCaffrey McVay
         & Murrah, P.C.

23.1*    Consent of Phillips McFall McCaffrey McVay
         & Murrah, P.C.

23.2*    Consent of KPMG Peat Marwick LLP
---------------
*Previously filed.