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


                                FORM 10-QSB


(Mark One)

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended:                 February 28, 1999

[ ]  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 February 28, 1999
Common stock, par value $.05 per share                13,600,846


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 (unaudited)
February 28, 1999 and August 31, 1998
<TABLE>
<CAPTION>
                                   February 28,              August 31,
                                     1999                      1998*
                                     ----                      -----


<S>                               <C>                       <C>
Cash                               1,007,217                   491,696
Trade accounts receivable,net        842,712                 1,293,921
Contract service work in process     274,754                   597,345
Other current assets                 369,290                   365,050
                                  -----------               -----------
   Total current assets            2,493,973                 2,748,012
                                  -----------               -----------

Property and equipment             2,997,026                 3,187,407
Accumulated depreciation
and amortization                  (1,551,939)               (1,527,528)
                                  -----------               -----------
   Net property and equipment      1,445,087                 1,659,879
                                  -----------               -----------
Capitalized software development
costs, net                           428,325                   620,539
Other assets                         255,758                   257,153
                                  -----------               -----------

Total assets                       4,623,143                 5,285,583
                                  ===========               ===========


Accounts payable                     102,555                   147,844
Other current liabilities            467,671                   504,136
                                  -----------               -----------
   Total current liabilities         570,226                   651,980


Obligation under capital lease,
net of current installments           46,165                    78,651
Long-term debt, net of
current installments                 297,575                   309,986
                                 ------------              -----------

   Total liabilities                 913,966                 1,040,617
                                 ------------



Common stock                         687,316                   673,305
Additional paid-in capital        11,496,880                11,476,190
Unamortized deferred compensation    (21,821)                  (23,967)
Accumulated deficit               (8,375,213)               (7,801,677)
Treasury stock                       (77,985)                  (78,885)
                                  -----------               -----------
   Total shareholders' equity      3,709,177                 4,244,966
                                  -----------               -----------

Total liabilities and
shareholders' equity               4,623,143                 5,285,583
                                  ===========              ============
</TABLE>

*Condensed from audited financial statements.

See accompanying notes to condensed financial statements.

<PAGE>   2




TMS, Inc.
Condensed Statements of Operations (unaudited)
Three and Six Months Ended February 28, 1999 and 1998
<TABLE>
<CAPTION>
                                                                          

                                         Three Months Ended           Six Months Ended
                                           1999        1998              1999       1998
                                           ----        ----              ----       ----       

<S>                                     <C>            <C>             <C>           <C>
Revenue:
  Licensing and royalties                  890,782      1,268,700       1,598,137     2,423,869
  Software development services            385,939        288,493         619,042       739,257
  Document conversion services             128,348        439,966         315,207       888,177
                                        -----------    -----------     -----------   -----------
                                         1,405,069      1,997,159       2,532,386     4,051,303
                                        -----------    -----------     -----------   -----------
Operating costs and expenses:
  Cost of licensing and royalties          202,685        239,340         577,775       451,107
  Cost of software development services    274,128        221,502         478,669       443,554
  Cost of document conversion services      58,655        368,680         173,654       641,039
  Selling, general and administrative      777,263        954,993       1,802,033     2,055,408  
  Restructuring charge                           0              0          70,895             0
                                         ----------     ----------      ----------   -----------    
                                          1,312,73      1,784,515       3,103,026     3,591,108 
                                         ----------     ----------      ----------   -----------

Operating income (loss)                     92,338        212,644        (570,640)      460,195
                                         ----------     ----------      ----------   -----------
Other income (expense), net                    791         (9,484)         (3,851)      (20,515)
                                         ----------     ----------      ----------   -----------
Income (loss) before income taxes           93,129        203,160        (574,491)      439,680

Income tax expense (benefit)                     0         38,713            (955)       83,582
                                         ----------     ----------       ---------   -----------
Net income (loss)                           93,129        164,447        (573,536)      356,098
                                         ==========    ===========     ===========   ===========

Basic earnings per share                    $ 0.01         $ 0.01         $ (0.04)     $   0.03 
                                        ===========    ===========     ===========   ===========
Weighted average common shares          13,589,679     13,297,826      13,528,640    13,290,461
                                        ===========    ===========     ===========   ===========
Diluted earnings per share                  $ 0.01         $ 0.01         $ (0.04)     $   0.03 
                                        ===========    ===========     ===========   ===========
Weighted average common and common 
equivalent shares                       13,749,472     13,808,403      13,528,640    13,817,763
                                        ==========     ==========      ==========    ===========
</TABLE>

See accompanying notes to condensed financial statements.

<PAGE>   3




TMS, Inc.
Condensed Statements of Cash Flows (unaudited)
Six Months Ended February 28, 1999 and 1998


                                                   1999              1998
                                                   ----              ----
Net cash provided by
  operating activities                            657,580          295,661
                                               -----------      -----------

Cash flows from investing activities:
  Purchases of property and equipment             (44,033)        (204,510)
  Capitalized software development costs         (122,950)        (221,711)
  Patent costs                                          0           (2,182)
  Proceeds from sale of equipment                  30,733                0
                                               -----------      -----------   
  Net cash used in investing activities          (136,250)        (428,403)
                                               -----------      -----------
Cash flows from financing activities:
  Repayment of long-term debt                     (11,710)         (12,756)
  Repayment of capital lease obligation           (29,700)         (18,354)
  Proceeds from short-term note payable                 0          185,000
  Repayments of short-term note payable                 0         (263,000)
  Issuance of common stock                         35,601            2,507
                                               -----------      -----------

  Net cash used in financing activities            (5,809)        (106,603)
                                               -----------      -----------

Net increase (decrease) in cash                   515,521         (239,345)

Cash at beginning of period                       491,696          426,174
                                               -----------      -----------

Cash at end of period                           1,007,217          186,829
                                               ===========      ===========

Non-cash Financing and Investing Activities:
  Purchase of computer equipment through
  issuance of capital lease
                                                        -          186,167 
                                               ===========      ===========
See accompanying notes to condensed 
  financial statements.

<PAGE>   4




TMS, Inc.
Notes to Condensed Financial Statements (unaudited)



Unaudited Interim Condensed Financial Statements

The unaudited interim condensed financial statements and related notes were
prepared by TMS, Inc.(the Company).  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to rules and regulations established by the Securities and Exchange
Commission (SEC).  The accompanying unaudited interim condensed financial
statements should be read in conjunction with the audited financial statements 
and related notes included in the Company's Form 10-KSB Annual Report for the 
fiscal year ended August 31, 1998.

The unaudited interim financial statements reflect all adjustments that are,
in the opinion of management, necessary for a fair presentation of financial
position, results of operations and cash flows for the interim periods
presented. Except for a restructuring charge described in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
below, all adjustments are normal and recurring.   

Interim results are subject to year-end adjustments and audit by independent
auditors.  The financial data for the interim periods may not necessarily be
indicative of the results expected for the year.

Net Income (Loss) Per Share

The Company accounts for net income (loss) per share in accordance with
Statement of Financial Accounting Standards No. 128. Following is a
reconciliation of the numerators and the denominators of the basic and diluted
per-share computations for the three month and six month periods ending
February 28, 1999 and 1998.
<TABLE>
<CAPTION>

                                                Three Months Ended                               Three Months Ended
                                                 February 28, 1999                                February 28, 1998
                                                ------------------                               ------------------

                             Income             Shares              Per-Share           Income          Shares        Per-Share
                           (Numerator)        (Denominator)           Amount          (Numerator)     (Denominator)    Amount
                           -----------        -------------         ---------         -----------     -------------   ---------  
<S>                           <C>                <C>                   <C>              <C>            <C>                <C>
Basic EPS:
 Income (loss) available 
  to common shareholders        93,129            13,589,679            0.01            164,447        13,297,826         0.01 


Effect of Dilutive Securities:
   Common stock options                              159,793                                              510,577
                             -----------          -----------           -----           --------      ------------

Diluted EPS:
   Income (loss) available to
     common shareholders
                                93,129            13,749,472            0.01            164,447        13,808,403         0.01 
                             ===========         ============          ======          =========      ============      =======


                                                Six Months Ended                                     Six Months Ended 
                                                February 28, 1999                                   February 28, 1998
                                                -----------------                                   -----------------

                             Income             Shares              Per-Share           Income          Shares        Per-Share
                           (Numerator)        (Denominator)           Amount          (Numerator)     (Denominator)    Amount
                           -----------        -------------         ---------         -----------     -------------   ---------
Basic EPS:
 Income (loss) available
 to common shareholders         (573,536)          13,528,640               (0.04)     356,098          13,290,461         0.03 

Effect of Dilutive Securities:
  Common stock options                                      0                                              527,302
                               -----------         -----------             --------   ---------        ------------
Diluted EPS:
  Income (loss) available
  to common shareholders        (573,536)          13,528,640               (0.04)     356,098          13,817,763         0.03 
                              ============        ============             ========   ==========       ============
</TABLE>

<PAGE>   5




Options to purchase approximately 534,000 shares of common stock at prices
ranging from $.375-$.75 per share were outstanding at February 28, 1999, but
were not included in the three and six month computations of diluted net
income (loss) per share at February 28, 1999, because the options' exercise
prices were greater than the weighted average market price of the common
shares. Additionally, approximately 563,000 options to purchase common stock
at prices ranging from $.125-$.310 were excluded from the computation of
diluted loss per share for the six months ending February 28, 1999, because
of their anti-dilutive effect.  All options expire during periods through the
year 2007.

Revenue Recognition

The Company adopted the provisions of Statement of Position (SOP) 97-2
"Software Revenue Recognition" beginning September 1, 1998. The principle
objectives of 97-2 are to amend certain provisions in SOP 91-1 that led to
diversity in revenue recognition practices among software companies, and to
address practice issues not previously covered under SOP 91-1. The most
significant change in accounting under SOP 97-2 is the requirement to un-
bundle multiple elements in software transactions and to allocate pricing to
each element based upon vendor specific objective evidence of fair values.
The Company offers multiple element arrangements to its customers, mostly in
the form of technical phone support and product maintenance, for fees that are
deferred and recognized in income ratably over the applicable technical
support period.  The Company also, on occasion and as part of the initial
contract price, offers delivery of enhanced versions of future products to
customers on a when-and-if-available basis.  SOP 97-2 generally requires that
the promise for future product deliveries be treated as separate elements and
deferred from revenue recognition until produced, delivered and accepted by
the customer.  The Company was not required to defer significant revenue in
accordance with SOP 97-2 as of February 28, 1999.  In December, 1998, SOP 98-9
"Modification of SOP 97-2, Software Revenue Recognition, With Respect to
Certain Transactions" was issued and is effective for the Company's fiscal
year beginning September 1, 1999. SOP 98-9, is not expected to have a material
effect on the overall financial condition or operating results of the Company. 

Reclassification

Certain 1998 balances have been reclassified to conform to the 1999 condensed
financial statement presentation.

Segment Disclosures
Information about the Company's reportable segments are included in
Management's Discussion and Analysis of Financial Condition and Results of
operations in Item 2 below.

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations
	
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 industry 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.

Reportable Segments
Effective September 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS No. 131).  SFAS No. 131 establishes
standards for the way public business enterprises report information about
operating segments in both annual and interim financial statements. 

The Company's reportable segments include: Tools and Utilities, End-user
Applications, Professional Services and Document Conversion Services.  The
tools and utilities segment develops core image viewing, image enhancement
and forms processing software products that are necessary for developing new
software applications or enhancing existing software applications. The
Company's tools and utilities products are primarily licensed to developers,
system integrators, value added resellers (VARs) and/or companies who use
the software internally. The Company generally receives royalties for each
workstation/system that is utilizing the product. The end-user application
segment develops software products that may function independently from any
other software package or may be closely associated with other software
packages.  These products install directly on a user's system or on a server
in a client/server environment. The end-user applications are primarily
licensed to entities who require the capability to view and manipulate images
through their Internet or intranet web browsers.  The professional services
segment offers a variety of consulting and integration services for business
and information management processes. In general, the professional service
projects focus on an entity's need for document imaging solutions.  The
Company charges for projects on a time and materials or fixed fee basis.
The document conversion segment primarily offers services for electronic
publishing of documents.  These services include indexing - for large volume
searching of on-line information; hyperlinking - for navigating
through complex sets of on-line information; and document markup - for
electronic publishing of documents on CD-Rom and the Internet/intranet.
Document conversion also participates in a limited amount of data capture
activities - converting paper documents to electronic forms.

<PAGE>   6




The accounting policies for the segments are the same as those described in
the "Summary of Significant Accounting Policies" in the Form 10-KSB annual
report for the fiscal year ended August 31, 1998.  Certain selling, general
and administrative expenses for corporate services (i.e. marketing,
accounting, information systems, facilities administration et. al.) are
allocated to the segments based on various factors such as segment full-time
equivalent employees, segment revenue or segment costs.  The results of
operations below include summarized operating income and loss information for
each segment.  Financial results are measured in accordance with the manner in
which management assesses segment performance and allocates resources.
Financial results do not include separately identifiable balance sheet assets
for each segment as this is not a common measure that management uses to
assess segment performance or allocate resources.  In the software development
business, the most important assets are the employees. Performance measures
of the employees are included in the derivation of operating income
and loss. 

Following are the results of operations for each reportable segment for the
three month and six month periods ending February 28, 1999 and 1998.  All
revenue and expenses are from unaffiliated sources:

Tools and Utilities
<TABLE>
<CAPTION>


                                      Three Months Ended            Six Months Ended
                                          February 28,                February 28,
                        
                                         1999         1998          1999        1998
                                         ----         ----          ----        ----
<S>                                     <C>          <C>         <C>         <C>
Revenue:
  Image viewing                         247,866      381,972       447,298     718,000 
  Image enhancement                     196,386      268,888       341,480     507,482
  Forms processing                       83,830      110,280       139,196     207,428
  Other                                  62,273      197,915       145,023     280,833
                                        -------      -------     ---------   ---------
    Total revenue                       590,355      959,055     1,072,997   1,713,743 
  Cost of revenue                       102,945      130,246       227,468     255,691 
                                        -------      -------     ---------   ---------
    Gross profit                        487,410      828,809       845,529   1,458,052 

  Selling and marketing expense         115,820      132,887       223,919     277,821 
  General and administrative expense    116,297      157,112       199,143     301,105 
                                        -------      -------     ---------   ---------    
    Operating income                    255,293      538,810       422,467     879,126 
                                        =======      =======     =========   =========
</TABLE>

Fiscal 1999 second quarter revenue for tools and utilities (TU) was $590,355
compared to $959,055 for the same period last year, a decrease of $368,700, or
38%. TU revenue for the six months ending February 28, 1999 was $1,072,997
compared to $1,713,743 for the same six month period last year, a decrease of
$640,746, or 37%.  Image viewing products (e.g. ViewDirector) accounted for
approximately 36% and 42% of the total decline in TU revenue for the three
and six month periods ending February 28, 1999, respectively.  The decline in
image viewing products is almost entirely due to a decline in the number of
units reported/purchased from royalty bearing customers.  The Company believes
that the population of image viewing royalty reporting customers has remained
fairly stable, but the number of units utilized by customers has declined.
Revenue from image viewing toolkit direct sales and related royalty unit
purchases has declined because of increased competition. Over the past 36
months, the Company has focused the majority of its development efforts on
image enhancement, forms processing and internet viewing and image management
products.  This has affected the Company's ability to maintain a competitive
position with regard to features and functions of its image viewing toolkits.
As reported in the Form 10-KSB for the fiscal year ending August 31, 1998, the
Company believes that image viewing revenue will be lower throughout fiscal
1999 as compared to fiscal 1998 because of competition and the Company's
emphasis on developing and marketing other technologies.  Image enhancement
products (e.g. ScanFix) accounted for approximately 20% and 26% of the decline
in total TU revenue for the three and six month periods ending February 28,
1999, respectively. The decline in image enhancement products is primarily
due to fewer direct sales as compared to the same periods last year.  The
Company believes that fewer sales employees and inadequate promotion of the
image enhancement product line are the primary reasons for the decline in
image enhancement direct sales revenue. Effective February 1, 1999, the
Company hired a Vice President of Marketing and Sales who will focus a
significant amount of attention on better promotion of the Company's image
enhancement technologies, including the development of more indirect sales
channels such as original equipment manufacturers (OEM) and co-marketing
arrangements. The Company also hired a product development manager in order to
increase management's available time for marketing and sales. Approximately 7%
and 11% of the decline in TU revenue for the three and six month periods
ending February 28, 1999, resulted from lower direct sales of forms processing
tools (e.g. FormFix). The remaining decline in TU revenue for both the three
and six month periods ending February 28, 1999, resulted from text product
royalty streams (text royalties are included in "other" revenue above).  The
Company no longer develops text products for sale, but continues to benefit
from royalty reports from customers that purchased text products two to three
years ago.  Variability from this revenue source is entirely dependent on
customer usage/distribution of the Company's text technology and is expected
to continue to decline over time.

<PAGE>   7




Gross profit margins for TU were 83% and 86% for the three months ending
February 28, 1999 and 1998, respectively, and 79% and 85% for the six months
ending February 28, 1999 and 1998, respectively. Lower gross profit margins
are almost entirely a result of the decline in revenue. The decline in selling
and marketing expense for both the three and six month periods ending February
28, 1999, is due to a reduction in direct sales employees and marketing
personnel compared to the same periods last year. The decline in general and
administrative costs for both the three month and six month periods ending
February 28, 1999, resulted from a re-allocation of management attention and
related costs to other segments, and a $25,000 credit to re-allocate bad debt
expense to the document conversion segment for a specific write-off of a
customer account during the first quarter. Operating income margins for TU
were 43% and 56% for the three months ending February 28, 1999 and 1998,
respectively, and 39% and 51% for the six months ending February 28, 1999 and
1998, respectively.

End-user Applications
<TABLE>
<CAPTION>

                                      Three Months Ended                Six Months Ended
                                         February 28,                     February 28,
 
                                         1999        1998                1999       1998
                                         ----        ----                ----       ----


<S>                                     <C>         <C>               <C>          <C>
Revenue:
  Internet/intranet                     273,387     270,119             469,972    635,308 
  Image management                       11,509      11,924              25,660     18,016 
  Other                                  15,531      27,602              29,508     56,802 
                                        -------     -------            --------    -------
    Total revenue                       300,427     309,645             525,140    710,126 
  Cost of revenue                        99,740     109,094             350,307    195,416
                                        -------     -------            --------    -------       
    Gross profit                        200,687     200,551             174,833    514,710 


  Selling and marketing expense          98,838     128,282             276,679    287,675 
  General and administrative expense    107,801     114,375             263,599    258,694 
                                        --------    -------             -------    -------

    Operating loss                       (5,952)    (42,106)           (365,445)   (31,659)
                                        ========    ========           =========   ========
</TABLE>


Fiscal 1999 second quarter revenue for end-user applications (EUA) was
$300,427 compared to $309,645 for the same period last year, a decrease of
$9,218, or 3%. EUA revenue for the six months ending February 28, 1999 was
$525,140 compared to $710,126 for the same six month period last year, a
decrease of $184,986, or 26%. Approximately 30% of the prior six month revenue
for the period ending February 28, 1998, included a multiple licensing
arrangement of Internet/intranet products (e.g. Prizm Plug-in) to a single
customer.  No one customer accounted for greater than 10% of the EUA segment's
revenue during the three and six month periods ending February 28, 1999.
Release of the Company's new Prizm Image Server (Prizm IS) occurred late in
the first quarter of the current fiscal year. The Prizm IS expands the
Company's Prizm Plug-in technology by offering a client/server alternative and
multi-platform Java technology.  The Company has distributed several copies of
Prizm IS to prospective customers for evaluation and is in the process of
enhancing the Prizm IS based on feedback from these prospective customers.
The next version release of Prizm IS is expected to occur during April of the
current fiscal year. The Company believes that the enhanced version release of
Prizm IS will be a more marketable product and will contribute to revenue
during the final six months of the current year, however there is no
guarantee that this will be the case.  Company management will continue to
assess the net realizable value of the Prizm IS product against unamortized
capitalized software development costs on a periodic basis.  If the net
realizable value of the Prizm IS product falls below the unamortized
capitalized costs, the Company may be required to charge the excess costs to
operations during future quarters.  Gross profit margins for EUA were 67% and
65% for the three months ending February 28, 1999 and 1998, respectively, and
33% and 72% for the six months ending February 28, 1999 and 1998,
respectively.  During the fiscal 1999 first quarter, the Company charged
approximately $111,000 to cost of revenue for a non-recurring write-down of
the remaining unamortized development costs for Scan 'n' Store (SNS). The
combination of the SNS write-down and 26% decline in EUA revenue for the six
month period ending February 28, 1999, were the primary reasons for lower
gross profit margins as compared to the same period last year.   During
December 1998, the Company decided to eliminate SNS as a separate product for
sale because financial returns from the product were not expected to be enough
to warrant the Company allocating additional promotion, development, and
technical support resources that would be required to enhance its market
viability. The Company believes that because of certain competitive strengths,
devoting the majority of its resources on expanding Internet/intranet
products, image and forms processing technologies and custom software
development solutions, will result in better financial returns than SNS.
In conjunction with the elimination of SNS, the Company incurred approximately
$30,000 in non-recurring selling, general and administrative costs during the
second quarter for employee severance, closing down a remote sales office, and
contractual technical support obligations with VARs who have already purchased
the product.

<PAGE>   8

 


Professional Services
<TABLE>
<CAPTION>



                                        Three Months Ended                Six Months Ended
                                           February 28,                     February 28,
  
                                          1999       1998                1999        1998
                                          ----       ----                ----        ----
<S>                                     <C>         <C>                <C>          <C>

Revenue:
  Software development services         385,939     288,493             619,042     739,257 
  Cost of revenue                       274,128     221,502             478,669     443,554 
                                       ---------   ---------           ---------   ---------
    Gross profit                        111,811      66,991             140,373     295,703 

  Selling and marketing expense          49,380      71,434             120,990     164,925 
  General and administrative expense    114,511      90,794             207,580     185,899 

    Operating loss                      (52,080)    (95,237)           (188,197)    (55,121)
                                        ========    ========           =========    ========
</TABLE>


Fiscal 1999 second quarter revenue for Professional Services (PS) was $385,939
compared to $288,493 for the same period last year, an increase of $97,446 or
34%. PS revenue for the six months ending February 28, 1999 was $619,042
compared to $739,257 for the same six month period last year, a decrease of
$120,215, or 16%. Approximately 53% and 60% of the three and six month revenue
for the period ending February 28, 1998, respectively, came from one customer
contract.  For the three and six month periods ending February 28, 1999, three
customer contracts accounted for approximately 85% and 82% of total revenue,
respectively. As of February 28, 1999, the PS segment had an estimated revenue
backlog of approximately $700,000.  This backlog is more in line with the
direct labor capacity that is projected to be available through the Company's
third quarter; however, approximately 50% of the estimated backlog is through
a Small Business Innovation Research grant that is contracted at rates
significantly below the Company's commercial service rates. 

Gross profit margins for PS were 29% and 23% for the three months ending
February 28, 1999 and 1998, respectively, and 23% and 40% for the six months
ending February 28, 1999 and 1998, respectively.  In addition to revenue
shortfalls experienced during the first quarter of the current fiscal year,
gross profit and operating margins were negatively impacted by unanticipated
cost overruns in the Oklahoma County (OK County) project.  The OK County
project was the predominant source of revenue throughout fiscal 1998.  The
Company estimates that this overrun cost the PS segment approximately $60,000
during the six month period ending February 28, 1999. OK County signed for
final acceptance of the contract in March of the current fiscal year. 

Selling and marketing expense declined 31% and 27% for the three and six
month periods ending February 28, 1999, respectively; whereas, general and
administrative expenses increased 26% and 12% for the same three and six
month periods, respectively.  The decline in selling and marketing expenses
primarily resulted from two fewer sales employees in the segment and less
direct marketing dollars dedicated to advertising and tradeshows because
historical returns from such direct marketing efforts have not provided
adequate returns.  The increase in general and administrative expenses
primarily relates to the recent cost restructuring within in the Company
(See "Total Company Operating Results" below) resulting in more management
time and costs being dedicated to a formal process for continuous
improvement of customer contracting and management, project planning and
management, and quality control of software development processes. 

<PAGE>   9




Document Conversion
<TABLE>
<CAPTION>
                    
                                             Three Months Ended                       Six Months Ended
                                                February 28,                          February 28,

                                                1999       1998                  1999       1998
                                                ----       ----                  ----       ----            
<S>                                            <C>        <C>                  <C>         <C>
Revenue:
  Data capture                                  54,439    371,461               105,339    726,881 
  Electronic publishing                         73,909     68,505               209,868    161,296
                                               --------   -------               -------    -------                 
    Total revenue                              128,348    439,966               315,207    888,177 
  Cost of revenue                               58,655    368,680               173,654    641,038 
                                               -------    -------               -------    -------
    Gross profit                                69,693     71,286               141,553    247,139 

  Selling and marketing expense                    427     43,085                19,160     93,594 
  General and administrative expense            66,845     87,642               220,883    176,492 
  Restructuring charge                            -          -                   70,895        -   
                                               -------    -------               -------    -------

    Operating income (loss)                      2,421    (59,441)             (169,385)   (22,947)
                                               =======    ========             =========   ========
</TABLE>

Fiscal 1999 second quarter revenue for Document Conversion (DC) was $128,348
compared to $439,966 for the same period last year, a decrease of $311,618 or
71%. DC revenue for the six months ending February 28, 1999 was $315,207
compared to $888,177 for the same six month period last year, a decrease of
$572,970, or 65%. The most significant portion of business development and
contract conversion work in the prior periods focused on large back-file
conversion of documents for imaging and database management.  This revenue
is classified as "Data capture" in the above table. Because of the low margins
and competitive nature of back-file jobs that became evident throughout the
prior fiscal year, the Company made a decision in late May 1998, to
discontinue pursuit of large back-file conversion/data capture activities and
focus its efforts on electronic publishing of documents.  Electronic
publishing has traditionally resulted in higher margins for the Company and is
more in line with the Company's core competencies.  In late October of the
current fiscal year, the Company decided to restructure DC operations and only
continue to support customer relationships which primarily relate to
electronic publishing activities and for which there are contractual
obligations.   Many of these customers are using technology that is unique to
the Company which thus makes the Company a sole source provider. The Company's
longer-term objective is to sell these customer contracts and other assets to
a third-party and/or gain better internal efficiencies by more closely
integrating document conversion activities as a true support function for the
document management and imaging projects that are being contracted through
the PS segment.  The restructuring charge of $70,895 included in the current
year six month results ending February 28, 1999 includes approximately $53,000
of equipment write-downs, $15,000 of employee severance costs, and $3,000 for
closing down the leased DC facility.  All remaining DC employees were
relocated to the Company's headquarters building. In addition to the non-
recurring restructuring charge, general and administrative expense includes a
$55,000 non-recurring write-off of a portion of a customer account, of which
$25,000 was an internal reallocation of bad debt expense from the TU segment.
In late February 1999, the Company was notified by a customer that accounted
for approximately 85% of the Data Capture revenue during the first six months
of the current year, that it would be phasing out the Company's services over
the next eight to ten months in favor of using more overseas labor for data
capture activities.  The data capture activity that is currently being
performed for this customer results in very low margins.  Accordingly, phasing
out this contract is not expected to have a significant impact on future
operating results.

Total Company Operating Results

Following is a report of total company revenue and a reconciliation of
reportable segments' operating income (loss) to the Company's total net
income (loss) for the three and six month periods ending February 28, 1999
and 1998.
<TABLE>
<CAPTION>

                                       Three Months Ended          Six Months Ended
                                          February 28,               February 28,

                                        1999        1998          1999          1998
                                        ----        ----          ----          ----

<S>                                   <C>           <C>         <C>          <C>
Total company revenue                 1,405,069     1,997,159   2,532,386    4,051,303 
                                      ---------     ---------   ---------    ---------

Operating income (loss) for 
   reportable segments                  199,682       342,026    (300,560)     769,399 
Unallocated corporate expenses          107,344       129,382     270,080      309,204 
Interest income                          (6,177)       (2,771)     (9,381)      (5,591)
Interest expense                          8,164        12,257      16,808       22,474 
Other, net                               (2,778)           (2)     (3,576)       3,632 
Income tax (benefit) expense                  -        38,713        (955)      83,582 
                                      ----------   -----------  ----------   ----------
    Net income (loss)                    93,129       164,447    (573,536)     356,098 
                                      ==========   ===========  ==========   ==========

Income (loss) per share:  
  Basic                                    0.01          0.01       (0.04)        0.03
  Diluted                                  0.01          0.01       (0.04)        0.03
                                      ==========   ===========  ==========   ==========      
</TABLE>


<PAGE>  10      



Total revenue for the second quarter of fiscal 1999 was $1,405,069 compared to
$1,997,159 for the same quarter of fiscal 1998, a decrease of $592,090, or
30%. Net income for the second quarter of fiscal 1999 was $93,129 or $.01 per
share (basic and diluted), compared to net income of $164,447, or $.01 per
share (basic and diluted), for the second quarter of fiscal 1998.  Income tax
expense of approximately $35,000 for the second quarter of fiscal 1999 was
offset by a corresponding decrease to the valuation allowance for deferred tax
assets. Income tax expense of $39,000 for the second quarter of fiscal 1998
was net of a decrease of approximately $38,000 to the valuation allowance for
deferred tax assets. The decline in profitability for the three month period
ending February 28, 1999, primarily resulted from significantly lower revenue
and related operating margins from the TU segment.  The lower operating
margins were partially offset by total Company cost reductions that were
implemented late in the current year first quarter. A further explanation of
total company cost reductions is included in the discussion of six month
comparative operating results below.

Total revenue for the first six months of fiscal 1999 was $2,532,386 compared
to $4,051,303 for the same period in fiscal 1998, a decrease of $1,518,917, or
37%. Net loss for the first six months of fiscal 1999 was $573,536 or negative
$.04 per share (basic and diluted), compared to net income of $356,098 or $.03
per share (basic and diluted), for the same period in fiscal 1998.  Income tax
benefit of approximately $218,000 for the first six months of fiscal 1999 was
offset by a corresponding increase to the valuation allowance for deferred tax
assets. Income tax expense of approximately $84,000 for the same period in
fiscal 1998 was net of a decrease of approximately $83,000 to 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.

The net loss of $573,536 reported for the first six months of fiscal 1999, is
primarily the result of the revenue and related operating margin shortfalls,
described above in the individual reportable segment discussions, combined
with an approximate $111,000 write-off for the elimination of SNS and $71,000
of DC segment restructuring costs. The revenue decline for the DC segment was
expected, and related decreases in recurring operating expenses were also
achieved during the first six months.  In addition to the DC segment
restructuring charge, the Company implemented other actions late in the
current year first quarter to help reduce costs on a going forward basis.
These actions included additional reductions to the Company's workforce, a
senior management pay reduction, and elimination of other in-process product
development projects that are not expected to result in significant returns
on investments and/or are not core to on-going operations.  The Company also
incurred costs of approximately $40,000 during the first six months of the
current fiscal year in an effort to acquire certain intellectual properties
that would provide more complete end-user solutions to entities requiring high
volume forms processing.  The Company was unsuccessful in a competitive
bidding process to acquire those assets, but plans to pursue other
opportunities that might strengthen the Company's Internet/intranet imaging,
image and forms processing and custom software development services offerings.
The total Company cost reductions implemented during the first quarter were a
primary factor in the achievement of profitable results for the current year
second quarter.

As discussed in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's Form 10-KSB for the
fiscal year ended August 31, 1998, uncertainty exists about collection of one
significant VAR customer account.  Effective October 1, 1998, a security
agreement went into effect whereby the VAR is required to make monthly
payments to the Company equal to 100% of the revenue that the VAR generates
from distribution of products that contain the Company's technology.
Subsequent to the end of the fiscal year 1998, the Company has collected
approximately $37,000 from the VAR pursuant to the security agreement and has
deferred approximately $8,000 in revenue from this VAR for new royalties
reported.  The current uncollected balance from this VAR is approximately
$280,000.  Based on the historical trends of the VAR product distributions,
the Company anticipates that the uncollected balance will be paid in full
within one year. However, because of the uncertainty that exists about the
VAR's ability to pay, the Company continues to maintain a specific bad debt
reserve against a portion of this account. If the VAR does not adhere to the
security agreement or revenue from VAR Product distributions is significantly
lower than historical trends, the Company may be required to make additional
adjustments to its bad debt reserve in future quarters.

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
(Y2K). The Company has formed an oversight committee and has developed a plan
to coordinate the identification, evaluation and implementation of any
necessary changes to internal computer systems, applications and business
processes. As of December 31, 1998, the Y2K committee had identified and
prioritized the Company's systems that could  potentially be impacted by Y2K.
The Company is currently in the process of  determining Y2K readiness for all
identified systems and expects to have substantial completion by the end of
April 1999. The Y2K committee is undertaking three primary steps to validate
systems readiness: (1) obtaining a vendor readiness statement, (2) internal
testing, and (3) third-party validation through an authorized organization
that has already tested the systems. The Company plans to perform the
procedures described in steps (1) and (2) for  all systems that are not
already validated through a third-party authorized organization. Prior to the
end of April, the Company plans to have a detailed schedule of events that
will be required to correct Y2K problems, if any. This schedule will include
a list of identified problems, prioritization of the problems, and identified
solutions. In May 1999, the Company will begin implementing solutions for any
systems identified to have a Y2K problem. This phase will include applying
solutions, verifying that  solutions make the system(s) Y2K ready, and
developing a contingency plan  for any critical system that is not deemed Y2K
compliant. The Company plans to have completed all Y2K readiness and
contingency planning by the Fall of 1999. The Company anticipates that the
Y2K processes discussed above will be performed utilizing existing employees.
The Company does not track the internal costs incurred for the Y2K project
since such costs are principally related to the payroll costs for its
employees. Accordingly, the Company has not incurred any material incremental
costs and has not identified any incremental future costs associated with Y2K
activities. Upon completion of the systems readiness phase in April, the
Company will evaluate whether  incremental costs will need to be incurred for
systems that are critical  to the organization and not deemed to be Y2K
compliant. The Company has not identified the most reasonably likely worst
case scenario in the event the Company does not obtain Y2K readiness. This
will be performed during contingency planning.

<PAGE>  11




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 issue, 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.



FINANCIAL CONDITION

Working capital, at February 28, 1999, was $1,923,747 with a current ratio of
4.4:1 compared to $2,096,032 with a current  ratio of 4.2:1, at August 31,
1998. Net cash provided by operations for the six months ending February 28,
1999 was $657,580 compared to $295,661 for the same period last year.  Despite
the significant operating losses reported for the first six months of the
current year, operating cash flow was strong because of improved customer
collection processes and final acceptance of several significant service
contracts resulting in current year payments for revenue recognized in the
prior fiscal year.  Net cash used in investing activities for the first six
months of fiscal 1999 was $136,250 compared to $428,403 for the same period in
fiscal 1998. The decrease in investing activities primarily relates to
additional equipment needed to meet requirements under document conversion
service contracts in the first six months of the prior year. 

During the first six months of the prior fiscal year, the Company borrowed
$185,000 against its $800,000 line of credit for general operating purposes
and repaid $263,000 during the same six month time period.  This resulted in
a balance of $0 outstanding against the line of credit at February 28, 1998.
The Company also entered into $186,000 of capital lease obligations during the
first six months of the prior year to obtain the scanners needed to meet
requirements under document conversion contracts. No borrowings were required
during the first six months of fiscal year 1999, and $800,000 remains
available under the operating line of credit. 

During the current year first quarter and beginning of the second quarter, the
Company took significant action to reduce its operating cost structure on a
going-forward basis.  Specific actions included a headcount reduction of 20,
the closing down of three offices and elimination of products/services that
were not expected to produce significant financial returns for the Company.
These changes are expected to have a positive impact on operating cash flow
and accordingly, 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, for
expanded marketing and promotion of the Company and its products, and for
potential merger/acquisition activities.

<PAGE>  12




PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

a)  The Company held its annual meeting of shareholders on January 22, 1999.

b)  The following matters were voted upon at the annual meeting:
        1)  Following are the directors elected at the annual meeting and the
            tabulation of votes related to each nominee.

                                Affirmative             Votes Withheld 
Dana R. Allen                   11,747,430                 116,328
Doyle E. Cherry                 11,325,922                 537,836
Arthur D. Crotzer               11,830,158                  33,600
James R. Rau, M.D.              11,267,363                 596,395         
Marshall C. Wicker              11,345,029                 518,729

        2)  The shareholders ratified the appointment of KPMG LLP as
            independent public accountants for fiscal year 1999.  Affirmative
            votes were 11,819,983; negative votes were 46,281; and abstentions
            were 5,964.

Item 5.  Other Information

Effective March 17, 1999, Russell W. Teubner was appointed to the Company's
board of directors. Mr. Teubner is the President for Esker S.A, a publicly
held software company with international headquarters in Lyon, France, and
also serves on Esker's board of directors. Mr. Teubner has more than 15 years
of experience in the software industry.  The Company he founded in 1983,
Teubner & Associates, Inc., was named to Inc. Magazine's list of the 500
fastest growing privately held companies in America for three consecutive
years, and merged with Esker S.A. in 1998. Mr. Teubner graduated from the
College of Business at Oklahoma State University (OSU) in 1978 with a
bachelor's degree in Management Science and Computer Systems.  He then pursued
further graduate studies while employed by the OSU Computer Center.  Mr.
Teubner's appointment to the Company's board of directors occurred subsequent
to the resignation of Arthur D. Crotzer on February 26, 1999. 

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 six month period
                ending February 28, 1999.



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.


Date: April 8, 1999              /s/ Dana R, Allen
---------------------            ----------------------- 
                                 Dana R. Allen
                                 Chief Executive Officer

Date: April 8, 1999              /s/ Deborah D. Mosier
---------------------            -----------------------
                                 Deborah D. Mosier                            
                                 Chief Financial Officer

<PAGE>  13