U.S.SECURITIES AND EXCHANGE COMMISSION
                           Washington,  D.C. 20549


                                FORM 10-QSB


(Mark One)

[X]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act 
     of 1934
	
     For the quarterly period ended:                         May 31, 1998

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

     For the transition period from ____________ to ____________

                        Commission File Number  0-18250

                                   TMS, Inc.
        (Exact name of small business issuer as specified in its charter)

	   OKLAHOMA                                       91-1098155
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)



                             206 West Sixth Street
                              Post Office Box 1358
                           Stillwater, Oklahoma  74075
                     (Address of principal executive offices)
          Issuer's telephone number, including area code: (405) 377-0880


Check whether the issuer (1) filed all reports required to be filed by Section 
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.
Yes [X]  No [ ]


State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date:

Title of Each Class                           Outstanding at May 31, 1998
Common stock, par value $.05 per share                    13,303,966


Transitional Small Business Disclosure Format(check one):
Yes [ ]  No [X]




<PAGE>  1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements



TMS, Inc.
Condensed Balance Sheets
May 31, 1998 and August 31, 1997
<TABLE>
<CAPTION>


                                      May 31,              August 31,
                                       1998                  1997
                                       ----                  ----

<S>                                <C>                    <C>
Cash                               $   523,499               426,174
Trade accounts receivable, net       1,144,686             1,235,195
Contract service work in process       828,002               579,137
Other current assets                   240,546               322,291
                                   ------------           -----------
     Total current assets            2,736,733             2,562,797
                                   ------------           -----------

Property and equipment               3,143,560             2,714,181
Accumulated depreciation and
   amortization                     (1,439,256)           (1,167,738)
                                   ------------           -----------
     Net property and equipment      1,704,304             1,546,443
                                   ------------           -----------

Capitalized software development
   costs, net                          559,390               499,444
Other assets                           238,758               238,342
                                   ------------           -----------

Total assets                         5,239,185             4,847,026
                                   ============           ===========




Note payable                                 0                78,000
Accounts payable                       185,112               247,123
Other current liabilities              510,377               442,765
                                   ------------           -----------  
     Total current liabilities         695,489               767,888

Obligation under capital lease,
   net of current installments          94,357                     0
Long-term debt, net of current
   installments                        315,994               333,618
                                   ------------           -----------

     Total liabilities               1,105,840             1,101,506
                                   ------------           -----------

Common stock                           672,555               671,552
Additional paid-in capital          11,475,065            11,473,561
Unamortized deferred compensation      (25,039)              (30,048)
Accumulated deficit                 (7,910,351)           (8,290,660)
Treasury stock                         (78,885)              (78,885)
                                   ------------           -----------
     Total shareholders' equity      4,133,345             3,745,520
                                   ------------           -----------


Total liabilities and
   shareholders'equity             $ 5,239,185             4,847,026
                                   ============           ===========

</TABLE>

See accompanying notes to condensed 
 financial statements.



<PAGE>  2

TMS, Inc.
Condensed Statements of Operations
Three and Nine Months Ended May 31, 1998 and 1997
<TABLE>
<CAPTION>



                                 Three Months Ended       Nine Months Ended

                                   1998        1997        1998        1997
                                   ----        ----        ----        ----
<S>                            <C>           <C>         <C>         <C>

Revenue:
   Licensing and royalties     $ 1,036,067   1,041,376   3,459,939   2,609,058  
   Software development
     services                      260,155     164,373     999,412   1,010,639
   Document conversion
     services                      420,413     244,123   1,308,589     503,121
                               ------------  ----------  ----------  ----------
                                 1,716,635   1,449,872   5,767,940   4,122,818
                               ------------  ----------  ----------  ----------

Operating costs and expenses:
   Cost of licensing and
     royalties                     245,901     255,954     685,819     768,390
   Cost of software
     development services          194,355     193,864     649,098     618,878
   Cost of document
     conversion services           303,878     122,823     944,917     314,464
   Selling, general and
     administrative                935,963     854,325   2,991,371   2,407,017
                               ------------  ----------  ----------  ----------
                                 1,680,097   1,426,966   5,271,205   4,108,749
                               ------------  ----------  ----------  ----------

Operating income                    36,538      22,906     496,735      14,069

Other (expense) income, net         (6,648)      9,966     (27,165)     32,006
                               ------------  ----------  ----------  ----------

Income before income taxes          29,890      32,872     469,570      46,075

Income tax expense                   5,679      17,300      89,261      18,100
                               ------------  ----------  ----------  ----------

Net income                     $    24,211      15,572     380,309      27,975
                               ============  ==========  ==========  ==========


Basic earnings per share       $      0.00   $    0.00   $    0.03   $    0.00
                               ============ ==========  ==========  ==========
Weighted average common shares  13,303,156  13,427,049  13,294,693  13,331,492
                               ============ ==========  ==========  ==========

Diluted earnings per share     $      0.00   $    0.00   $    0.03   $    0.00
                               ============ ==========  ==========  ==========
Weighted average common and
   common equivalent shares     13,619,269  14,053,463  13,751,598  14,100,888
                               ============ ==========  ==========  ==========

</TABLE>

See accompanying notes to condensed
  financial statements.




<PAGE>  3

TMS, Inc.
Condensed Statements of Cash Flows
Nine Months Ended May 31, 1998 and 1997
<TABLE>
<CAPTION>



                                              1998              1997
                                              ----              ----
<S>                                         <C>                <C>

Net cash flows provided by
  operating activities                      $ 827,836           285,991
                                            ----------         ---------

Cash flows from investing activities:
    Purchases of property and equipment      (247,055)         (229,375)
    Capitalized software development costs   (355,088)         (235,240)
    Patent costs                               (2,181)           (6,223)
    Proceeds from sale of equipment                 0             7,245
                                            ----------         ---------
                                             
  Net cash used in investing activities      (604,324)         (463,593)
                                            ----------         ---------


Cash flows from financing activities:
  Repayment of long-term debt                 (18,300)          (15,541)
  Repayment of capital lease obligation       (32,394)                0
  Proceeds from short-term note payable       340,000                 0
  Repayments of short-term note payable      (418,000)                0
  Issuance of common stock                      2,507            67,741
                                            ----------         ---------

   Net cash (used in) provided by
      financing activities                   (126,187)           52,200
                                            ----------         ---------

Net increase (decrease) in cash                97,325          (125,402)
                                              
Cash at beginning of period                   426,174           546,745
                                            ----------         ---------      

Cash at end of period                       $ 523,499           421,343
                                            ==========         =========


</TABLE>

See accompanying notes to condensed 
  financial statements.





<PAGE>  4

TMS, Inc.
Notes to Condensed Financial Statements

Basis for Presentation
----------------------
The information included in the Condensed Financial Statements is unaudited,
but includes all adjustments which are, in the opinion of management, necessary 
for a fair presentation of the interim periods presented. These Condensed 
Financial Statements should be read in conjunction with the Company's 1997 
Annual Report filed on Form 10-KSB.

Earnings Per Share
------------------
Statement of Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings
per Share", supersedes APB Opinion 15 (APB No. 15), "Earnings per Share", and 
is effective for interim and annual periods ending after December 15, 1997. 
SFAS No. 128 replaces primary EPS with basic EPS and fully diluted EPS with 
diluted EPS. Basic EPS is computed by dividing net income by the weighted-
average number of shares of common stock outstanding during the period. Diluted 
EPS recognizes the potential dilutive effects of the future exercise of common 
stock options utilizing the same computations that the Company currently uses 
to compute primary EPS under APB No. 15.  The Condensed Statements of 
Operations reflect the adoption of SFAS No. 128 for all interim periods 
presented.  

Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations
	
This Quarterly Report on Form 10-QSB contains forward-looking statements within 
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the 
Securities Exchange Act of 1934. The Company's actual results could differ 
materially from those set forth in the forward-looking statements because of 
certain risks and uncertainties, such as those inherent generally in the 
computer software industries and the impact of competition, pricing, and 
changing market conditions. As a result, the reader is cautioned not to place 
reliance on these forward-looking statements.

                            RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the attached 
condensed financial statements and notes thereto and with the Company's audited 
financial statements and notes thereto for the fiscal year ended August 31, 
1997.

QUARTER ENDED MAY 31, 1998 COMPARED TO MAY 31, 1997

REVENUE - Total revenue for the third quarter of fiscal 1998 was $1,716,635 
compared to $1,449,872 for the same quarter of fiscal 1997, an increase of 
$266,763 or 19%. 

Licensing and royalties revenue for the third quarter of fiscal 1998 was flat 
as compared to the same quarter of fiscal 1997. Third quarter revenue from 
imaging products decreased 4% to $618,895 compared to the $639,143 reported for 
the third quarter last year. The decrease in imaging revenue primarily resulted 
from a decline in ViewDirector royalties reported during the current quarter. 
Third quarter revenue from image enhancement products (e.g. ScanFix, FormFix) 
increased $7,223, or 3%, over the same quarter last year. 

Software development service revenue for the third quarter of fiscal 1998 was 
$260,155 compared to $164,373 for the third quarter of fiscal 1997, an increase 
of $95,782 or 59%. The increase in software development service revenue 
resulted from continued fulfillment of a significant service contract that was 
secured in the fourth quarter of fiscal 1997.  Revenue from that significant 
contract represented $217,359, or 84%, of fiscal 1998 third quarter software 
development services revenue. 


<PAGE>  5

Document conversion service revenue for the third quarter of fiscal 1998 was 
$420,413 compared to $244,123 for the third quarter of fiscal 1997, an increase 
of $176,290 or 73%. Approximately 47%, or $197,951, of the third quarter 
document conversion service revenue came from one customer. This customer 
contract was substantially completed during the current quarter.  The company 
expects that revenue from document conversion will significantly decline during 
the fourth quarter of the current year.  The expected decline is a direct 
result of the Company's recent decision to discontinue pursuit of backfile 
document conversion projects.  During the current year third quarter, revenue 
from backfile related conversion projects represented approximately 55%, or 
$232,000, of total document conversion revenue.  See the discussion of document 
conversion under the "OPERATING COSTS AND EXPENSES" section below for 
additional information related to backfile conversion.


OPERATING COSTS AND EXPENSES - Total operating costs and expenses for the 
quarter ended May 31, 1998 were $1,680,097 compared to $1,426,966 for the same 
quarter in fiscal 1997, an increase of $253,131 or 18%. 

The cost of licensing and royalties decreased $10,053, or 4%, for the third 
quarter of fiscal 1998, compared to the same period a year ago. The gross 
profit margin for licensing and royalties was 77% and 76% for the three months 
ended May 31, 1998 and 1997, respectively. 

The cost of software development services for the third quarter of fiscal 1998 
was flat, compared to the same period a year ago. The gross profit margin for 
software development services was 26% and a negative 18% for the three months 
ended May 31, 1998 and 1997, respectively. The 59% increase in software 
development services revenue had the most significant impact on improved gross 
margins over the same quarter last year.  During the current year third 
quarter, the Company continued to carry technical resource capacity at a higher
level than was necessary to fulfill contract requirements. In an effort to 
increase the opportunities to secure additional service contracts and better 
match technical capacity, the Company recently hired two experienced 
salespersons. The Company is in the process of negotiating additional software 
development opportunities and has secured new contracts for the fourth quarter.
Accordingly, the Company believes that gross margins will continue to improve 
in the fourth quarter, but can give no assurances that this will be the case. 

The cost of document conversion services increased $181,055, or 148%, for the 
third quarter of fiscal 1998, compared to the same period a year ago. The gross 
profit margin for document conversion services was 28% and 50% for the three 
months ended May 31, 1998 and 1997, respectively.  The increase in cost 
represents the hiring of additional personnel to meet service contract 
requirements.  The decrease in gross profit margins resulted from a combination 
of several factors.  In the prior year third quarter, and historically for 
document conversion, services have focused on electronic publishing of 
documents for several large corporations.  Within the last nine months, the 
majority of document conversion services have come from contracts associated 
with backfile conversion of documents for imaging and database management.   
The technical complexity associated with backfile conversion is much lower than 
that of electronic publishing; accordingly, the Company faces more competition 
in securing backfile conversion contracts which effects pricing downward. In 
addition to external competition and pricing pressures, the document conversion 
group has faced internal productivity challenges that have negatively impacted 
gross margins for the third quarter.  Rapid growth has hindered productivity 
because of the number of new employees and contract workers that were hired to 
meet service requirements. The contract that accounted for 47% of document 
conversion revenue in the third quarter (see the discussion of revenue above) 
is being performed at a customer site, which has increased costs, and has 
required many more labor resources than was originally expected.  This contract 
was substantially completed in the third quarter.  As mentioned in the 



<PAGE>  6

discussion of document conversion revenue above, the Company made a decision in 
the third quarter to discontinue pursuit of backfile conversion contracts.  
Accordingly, the Company expects to see a significant decline in document 
conversion costs during the fourth quarter due to a reduction in the direct 
labor force that was required to fulfill backfile contract obligations. The 
Company continues to fulfill contract obligations associated with electronic 
publishing of documents.  The electronic publishing conversion work is in line 
with the Company's core competencies and has historically resulted in much 
higher margins, but lower revenue as compared to backfile related projects. The 
Company is the in the process of analyzing the need for certain non direct 
labor personnel, facilities and equipment for the ongoing electronic publishing 
operations of document conversion.  It is possible that in the fourth quarter 
the Company may record a one-time restructuring charge for employee severance, 
equipment and other transition costs, but can not reasonably estimate such 
costs, if any, at the present time.  
 
Selling, general and administrative expenses for the third quarter of fiscal 
1998 increased $81,638, or 9%, when compared to the third quarter of fiscal 
1997. The increase is primarily related to additional personnel costs in 
the form of merit and cost of living increases and additional resources to 
support the overall growth of the Company.  

Income Taxes
------------
Deferred tax expense of $11,579 for the quarter ended May 31, 1998, was offset
by deferred tax benefit of approximately $5,900 attributable to the decrease in 
the valuation allowance for deferred tax assets.  The Company assesses the 
realizability of deferred tax assets at least quarterly, and adjusts the 
valuation allowance to reflect the future benefits that will more likely than 
not be realized from those deferred tax assets. 

Net Income/Loss 
---------------
Net income for the third quarter of fiscal 1998 was $24,211 compared to 15,572
for the third quarter of fiscal 1997. The Company's net income for the third 
quarter was essentially flat compared to the same period last year even though 
revenue increased 18%.  This is primarily due to the mix of the Company's third 
quarter revenue being more heavily weighted to document conversion backfile 
activities which affects overall company margins downward.  

NINE-MONTHS ENDED MAY 31, 1998 COMPARED TO MAY 31, 1997

REVENUE - Total revenue for the first nine-months of fiscal 1998 was $5,767,940 
compared to $4,122,818 for the same period in fiscal 1997, an increase of 
$1,645,122 or 40%. 

Licensing and royalties revenue for the first nine-months of fiscal 1998 
increased $850,881, or 33%, over licensing and royalties revenue for the same 
period in fiscal 1997.  Nine-month revenue from imaging products increased 34% 
to $2,052,442 compared to the $1,534,549 reported for the same nine-month 
period last year. Approximately 91% of the imaging revenue growth came from 
sales of the Company's Prizm Plug-in product. Prizm Plug-in revenue represented 
approximately 42% and 26% of imaging revenue for the first nine months of 
fiscal 1998 and 1997, respectively. Revenue from image enhancement products 
increased $216,853, or 28%, for the first nine months of the current year as 
compared to the same period last year.  Approximately 59% of the increase in 
image enhancement revenue came from the Company's ScanFix product that may be 
used in conjunction with Caere's Omnipage product.  The Company secured a co-
marketing agreement with Caere, a leader in OCR technology, early in the 
current fiscal year.  Additional sales focus from two additional sales staff 
for image enhancement products also contributed to growth for the first nine 
months of the current year. 

Software development service revenue for the first nine months of fiscal 1998 
was $999,412 compared to $1,010,639 for the same period in fiscal 1997, a 
decrease of $11,227, or 1%. Revenue from one customer represented $660,982, or 
66%, of software development services revenue for the first nine months of 
fiscal 1998. 



<PAGE>  7

Document conversion service revenue for the first nine months of fiscal 1998 
was $1,308,589 compared to $503,121 for the same period in fiscal 1997, an 
increase of $805,468 or 160%. The Company secured two large back-file 
conversion contracts during the first nine months of the current fiscal year.  
Revenue from those two contracts represented approximately 53%, or $698,632, of 
document conversion service revenue for the first nine months of the current 
fiscal year. One of the significant contracts was substantially completed early 
in the second fiscal quarter, but may require some follow-up work through the 
remainder of the fiscal year.  The second significant contract was 
substantially completed during the current quarter.  The Company recently 
decided to discontinue pursuit of additional backfile conversion projects.  
This will have a downward impact on both revenue and expenses in the fourth 
quarter.  See the discussion of document conversion revenue and costs in the 
analysis of the third quarter above for a more detailed discussion of backfile 
conversion. 


OPERATING COSTS AND EXPENSES - Total operating costs and expenses for the nine 
months ended May 31, 1998 were $5,271,205 compared to $4,108,749 for the same 
period in fiscal 1997, an increase of $1,162,456 or 28%. 

The cost of licensing and royalties decreased $82,571, or 11%, for the first 
nine months of fiscal 1998, compared to the same period a year ago. Lower costs 
may be primarily attributed to an approximate $120,000 increase in capitalized 
development costs for new and significantly enhanced products.  The gross 
profit margin for licensing and royalties was 80% and 71% for the nine months 
ended May 31, 1998 and 1997, respectively. The increase in gross profit margin 
is primarily attributable to the $196,424 or 15%, increase in royalty revenue, 
which results in little or no cost to the Company.  Additionally, the sale of 
multiple licenses of the Company's complete software applications has had a 
significant impact on improved gross margins, because revenue from multiple 
licenses does not result in a proportional increase in unit costs.  For the 
first nine months of the current year, revenue from the Company's complete 
software applications has increased $618,246 or 90%, compared to the same 
period last year.  The Prizm Plug-in product accounts for 77% of the growth in 
complete software applications. 

The cost of software development services increased $30,220, or 5%, for the 
first nine months of fiscal 1998, compared to the same period a year ago. The 
gross profit margin for software development services was 35% and 39% for the 
nine months ended May 31, 1998 and 1997, respectively. The excess technical 
resource capacity caused gross margins to drop for the first nine months of the 
current fiscal year, as compared to the same period last year.  As mentioned in 
the discussion of software development costs for the current quarter, the 
Company recently hired two additional experienced sales staff in an effort to 
improve the ability to better match service opportunities with technical 
capacity.  As the software development services group continues to re-build its 
revenue backlog, the Company has decided to retain its current capacity of 
technical resources.  The Company is prepared to make the necessary adjustments 
by the end of the current fiscal year to improve profitability of software 
development services. 

The cost of document conversion services increased $630,453, or 200%, for the 
first nine months of fiscal 1998, compared to the same period a year ago. The 
gross profit margins for document conversion services were 28% and 37% for the 
nine months ended May 31, 1998 and 1997, respectively.  The increase in cost 
represents the hiring of additional personnel to meet service contract 
requirements.  The low gross profit margins for the first nine months in the 
prior year reflect a certain level of labor and overhead cost that were 
required to be maintained to support future growth. The low margins for the 
first nine months of the current year primarily result from a significant 
increase in the amount of backfile conversion jobs, lower productivity 
resulting from a significant number of new employees, and a miss-match in the 
amount of revenue and labor resources for a significant contract. For a more 
detail explanation of operational issues within document conversion, refer to 
the "OPERATING COSTS AND EXPENSES" section in the discussion of the fiscal 1998 
third quarter above. 



<PAGE>  8

Selling, general and administrative expenses for the first nine months of 
fiscal 1998 increased $584,354 or 24%, when compared to the same period in 
fiscal 1997. The increase in costs is almost entirely due to personnel related 
expenses. As mentioned in the company's 10-KSB for the fiscal year ending 
August 31, 1997, the company made several market adjustments to salaries in 
addition to regular merit and cost of living increases.  The company also 
improved employee benefit offerings by implementing a 401(k)-retirement plan 
matching program and absorbing 25% more of the cost of employee medical 
insurance premiums.  The majority of these changes occurred at the beginning of 
the fiscal 1997 third quarter.  During the first quarter of fiscal 1998, the 
Company also adopted an incentive compensation plan that provides cash rewards 
to all employees if certain revenue and profit goals are achieved.  The Company 
recognized approximately $63,000 of incentive expense for the first nine months 
of the fiscal year. 

Income Taxes
------------
Deferred tax expense of $178,437 for the nine months ended May 31, 1998, was
offset by a deferred tax benefit of approximately $89,176 attributable to the 
decrease in the valuation allowance for deferred tax assets.  The Company 
assesses the realizability of deferred tax assets at least quarterly, and 
adjusts the valuation allowance to reflect the future benefits that will more 
likely than not be realized from those deferred tax assets. 

Net Income
----------
Net income for the first nine months of fiscal 1998 was $380,309 or $.03 per
share, compared to $27,975, or $.00 per share, for the first nine months of 
fiscal 1997. Revenue growth and increased gross profit margins for licensing 
and royalties were the primary factors that contributed to improved net income 
over the prior year. 

Impact of Year 2000 Issue
-------------------------
The Company is addressing the need to ensure that its operations will not be 
adversely impacted by software or other system failures related to year 2000.  
The Company's director of corporate systems has developed a plan to coordinate 
identification, evaluation and implementation of any necessary changes to 
internal computer systems, applications and business processes.  The costs 
associated with this effort are expected to be incurred through 1999 and are 
not expected to have a material impact on the results of operations, cash flows 
or financial condition in any given year.  However, no assurances can be given 
that the Company will be able to completely identify or address all year 2000 
compliance issues, or that third parties with whom the Company does business 
will not experience system failures as a result of the year 2000 issues, nor 
can the Company fully predict the consequences of noncompliance.  The Company 
has reviewed all of its software products for sale and determined them to be 
year 2000 compliant and accordingly does not believe it will be adversely 
impacted by year 2000 issues as it relates to its own products for sale.      



<PAGE>  9

FINANCIAL CONDITION

Working capital, at May 31, 1998 was $2,041,244 with a current ratio of 3.9:1 
compared to $1,794,909 with a current ratio of 3.3:1, at August 31, 1997. Net 
cash provided by operations for the nine months ended May 31, 1998 and 1997 was 
$827,836 and 285,991, respectively.  Improved collections and a higher 
profitability were the primary factors resulting in improved operating cash 
flow.  Net cash used in investing activities for the first nine months of 
fiscal 1998 was $604,324 compared to $463,593 for the same period in fiscal 
1997. Capitalized software development costs for new products and significant 
enhancement to existing products accounted for 59% and 51% of the cash used for 
investing activities in 1998 and 1997, respectively.

During the first quarter of the current year, the Company borrowed $185,000 
against its $800,000 line of credit for general operating purposes. The Company 
repaid $418,000 against the line of credit using cash from operations during 
the first six months of the current fiscal year.  No borrowing was required 
during the current third quarter and at May 31, 1998, there was no balance 
outstanding against the line of credit. During the first nine months the 
Company entered into approximately $187,000 of capital lease obligations to 
obtain the necessary scanners to meet requirements under document conversion 
contracts. 

The Company believes that operating cash flow and the $800,000 operating line 
of credit will be adequate to meet its current obligations and current 
operating and capital requirements. The funding of long-term needs is dependent 
upon increased revenue and profitability and obtaining funds through outside 
debt and equity sources. The funding for long-term needs includes funding for 
increased product development, expanded sales and technical staff and adequate 
promotion of the Company and its products. 


                       PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

Reports on Form 8-K
-------------------

None

Exhibits
--------

Exhibit No.     Name of Exhibit

        27	Financial Data Schedule as of and for the nine month period 
                ending May 31, 1998.  






<PAGE>  10

SIGNATURES
	

In accordance with the requirements of the Exchange Act, the registrant caused 
the report to be signed on its behalf by the undersigned, thereunto duly 
authorized.  


TMS, Inc.


      June 29, 1998            /s/ Arthur D. Crotzer
Date: ____________________         _______________________
                                   Chief Executive Officer


      June 29, 1998            /s/ Deborah D. Mosier
Date: ____________________         _______________________
                                   Chief Financial Officer