SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                AMENDED FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event report): August 5, 2004


                                    TMS, INC.
             (Exact Name of Registrant as Specified in its Charter)


   OKLAHOMA                         0-18250                     91-1098155
(State or Other                 (Commission File              (IRS Employer
 Jurisdiction of                    Number)                   Identification
 Incorporation or                                                 Number)
 Organization)

              206 West 6th Avenue, Stillwater, Oklahoma       74074
              (Address of Principal Executive Offices)      (Zip Code)


       Registrant's telephone number, including area code: (405) 377-0880



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)

[  ] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17
       CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Information To Be Included in the Report

NOTE: This amended current report on Form 8-K, amends and supercedes the current
      report filed on October 29, 2004.

Item 8.01  Other Events.

     On August 5, 2004 the  registrant  entered into that certain Asset Purchase
Agreement between registrant and PIC Acquisition,  Inc., an Oklahoma corporation
and Pegasus Imaging Corporation,  a Florida corporation (collectively "Pegasus")
which  provides  for a sale to Pegasus of the  registrant's  Component  Products
Technology  Business  as a going  concern.  The  value  of the  transaction  was
estimated at $2.9 million and  included  approximately  $2.2 million in cash and
$.7 million in assumed liabilities.  The terms of the transaction,  along with a
plan of  liquidation  of the registrant  will be submitted to  shareholders  for
approval. The sale was anticipated to be closed on or about October 15, 2004 and
in any event no later than  November  15,  2004.  Because of delays  getting the
necessary   proxy  statement   information  to  shareholders   for  purposes  of
considering the  transactions,  the registrant and Pegasus entered into a letter
agreement  on October 22, 2004 which  provides  for an  extension of the closing
deadline  to  December  15, 2004 and  provides  for  Pegasus to provide  certain
management  services to the  registrant  during this  interim  period.  A second
letter agreement was entered into on November 8, 2004,  extending the closing to
December  17,  2004.  The  Asset  Purchase  Agreement  as well  as  both  letter
agreements are filed as exhibits to this amended current report on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

Exhibit No.       Description of Exhibit
-----------       ----------------------

10.1      Asset Purchase Agreement dated as of August 5, 2004, by and among TMS,
          Inc., PIC Acquisition, Inc. and Pegasus Imaging Corporation

10.2      Letter  dated  October 18,  2004,  from TMS,  Inc. to Pegasus  Imaging
          Corporation  amending the Asset  Purchase  Agreement as of October 16,
          2004

10.3      Letter  dated  November  8, 2004,  from TMS, Inc. to  Pegasus  Imaging
          Corporation extending closing to December 17, 2004

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereto duly authorized.

                                      TMS, INC.

                                           DEBORAH D. MOSIER
                                      By:  Deborah D. Mosier
                                           President and Chief Financial
                                             Officer
                                           Principal Executive and Financial
                                             Officer

Date:  November 10, 2004

                                 EXHIBIT INDEX

Exhibit No.     Description                         Method of Filing
-----------     -----------                         ----------------

10.1      Asset Purchase Agreement dated as of    Filed herewith electronically
          August 5, 2004, by and among TMS, Inc.,
          PIC Acquisition, Inc. and Pegasus
          Imaging Corporation

10.2      Letter dated October 18, 2004, from     Filed herewith electronically
          TMS, Inc. to Pegasus Imaging
          Corporation

10.3      Letter dated November 8, 2004, from     Filed herewith electronically
          TMS, Inc. to Pegasus Imaging
          Corporation extending closing to
          December 17, 2004