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

                                FORM 10-KSB

                  ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended:  September 30, 1999
                        Commission file No. 0-13167

                             TM CENTURY, INC.
              (Name of small business issuer in its charter)

  Delaware                                                     73-1220394
  (State of incorporation)             (IRS Employer Identification  No.)

  2002 Academy, Dallas, Texas                                       75234
  (Address of principal executive offices)                     (Zip Code)

  Issuer's telephone number:                               (972) 406-6800

    Securities registered pursuant to Section 12(b) of the Exchange Act:
                                  None

    Securities registered pursuant to Section 12(g) of the Exchange Act:
                      Common Stock, $.01 Par Value

  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 ___

  Check if disclosure  of delinquent filers  in response to  Item 405  of
  Regulation S-B is not contained in this form, and no disclosure will be
  contained, to the best of  registrant's knowledge, in definitive  proxy
  or information statements incorporated by reference in Part III of this
  Form 10-KSB or any amendment to this Form 10-KSB

  The issuer's revenue for its most recent fiscal year was $6,237,102.

  The aggregate market value of the  voting stock held by  non-affiliates
  of the issuer  on September  30, 1999 based  upon the  average bid  and
  asked prices of such stock  on that date was  $617,000.  The number  of
  issuer's shares of Common  Stock outstanding as  of September 30,  1999
  was 2,483,193.

                    DOCUMENTS INCORPORATED BY REFERENCE

  Certain  information  contained  in  the  Company's  2000   Information
  Statement is incorporated by reference in Part III.

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

<PAGE>
                                  PART I

  ITEM 1. DESCRIPTION OF BUSINESS

  General

  TM Century, Inc. (the "Company") is engaged primarily in the  creation,
  production,  marketing,  and  worldwide  distribution  of  compact disc
  music  libraries,  production  libraries,  comedy   services,   station
  identification and commercials for broadcast media use.

  TM Century's  clients  include  radio  &  television  stations;  radio,
  television, satellite and Internet networks; web sites and portals; the
  American  Forces  Radio  Network;  numerous  advertising  agencies  and
  commercial businesses.

  The Company was incorporated as a Delaware corporation on  May 2, 1984.
  In October 1990, the  Company changed its name  from TM Communications,
  Inc. to TM  Century, Inc. following an August 1990 business combination
  transaction with Century 21 Programming, Inc.   The Company's principal
  offices  are  located  at  2002 Academy, Dallas, Texas  75234,  and its
  telephone number is (972) 406-6800.

  Products

  The Company creates, produces,  markets, and distributes musical  goods
  and services for broadcast media  worldwide.  Products include  special
  compilations of  popular  music  on compact  discs  and  computer  hard
  drives, instrumental  backgrounds for  commercials and  sound  effects,
  station identification  and  commercial jingles  and  comedy  services.
  Production libraries are  sold on  compact discs  and include  original
  recordings of background music and  sound effects written and  produced
  by the Company as sources of production material for radio/TV stations,
  post  production   houses,  web   sites  and   commercial   businesses.
  Production libraries are available in a  variety of musical styles  and
  are used as background  music for contests, promotional  announcements,
  commercials, film  or audio  video presentations  and web  sites.   The
  Company also  provides  a weekly  service  of new  record  releases  on
  compact  disc  to  radio  stations.    Other  music  libraries  include
  compilations of copyrighted  music of original  artists sold in  eleven
  different  music   formats   ("compact   disc   libraries"):      Adult
  Contemporary, Easy  Listening,  Classic Hits,  Country,  Classic  Rock,
  Contemporary  Hit  Radio,   Urban,  and  Seventies   Rock,  New   Adult
  Contemporary, Dance and Latin.

  All products on  compact disc are  mastered by the  Company on  compact
  disc or PCM-1630 digital audio tape and replicated by several available
  suppliers.   Management believes  that the  loss  of these  sources  of
  supply would not  cause any significant  interruption of the  Company's
  operations, as there are several  alternative sources of compact  discs
  and replication services available.

  Due to the wide variety of  music services in multiple formats  offered
  by the Company on compact disc,  a significant number of compact  discs
  are maintained  on  the premises.    The  level of  disc  inventory  is
  required to satisfy the shipping requirements of current sales.
<PAGE>
  Radio jingles  provide short  identity songs  for radio  stations  that
  promote name  recognition  for  the  station.  These  are  written  and
  produced in  the Company's  studios and  are provided  to customers  on
  analog or digital audio tape or compact disc.

  In June  1997  the  Company sold  its  Ultimate  Digital  Studio  (UDS)
  division.  The UDS division distributed specialized computer  broadcast
  equipment and  software  that controlled  music  on compact  disc  juke
  boxes.  This  product had  been operating at  a loss  for the  previous
  three fiscal years. Set forth in the following tables are the Company's
  gross revenues  (in thousands)  by  significant  product  category  for
  the years ended September 30, 1999, 1998, and 1997.

    (Dollar Amounts in Thousands)        Period Ended
                                   1999      1998       1997
                                   -----     -----      -----
      Broadcast Services
      Music Libraries             $5,075    $5,567     $5,707
      Radio Jingles                1,138     1,183      1,051
      Software and Compact
       Disc Equipment                  2        28        465
      Other                           22        30         23
                                   -----     -----      -----
      Total                       $6,237    $6,808     $7,246
                                   =====     =====      =====

  Marketing and Distribution

  The Company currently sells and supplies  its products and services  to
  customers in the United States and  Canada through its own sales  staff
  in  Dallas,  Texas.    Domestic   sales  are  made  through   telephone
  solicitation,  advertising   in  trade   magazines,  trade   convention
  displays, and the World Wide Web.  The Company also sells its  products
  through  distribution  arrangements   with  independent  sales   agents
  worldwide.  Other than fees paid to independent sales agents, no  other
  significant costs are incurred by the  Company in conjunction with  its
  international sales activities. Products are shipped from the Company's
  headquarters or from the Company's supplier of compact disc replication
  services via mail and express delivery services.

  Sales of  music libraries  are made  primarily on  an individual  order
  basis or  under contractual  agreements for    the sale  of  production
  libraries.  Such agreements generally  call for equal monthly  payments
  by the customer over terms of up  to 48 months.  Weekly music  services
  are sold  under  contracts of  one  month  to three-year  terms.    The
  Company's other  products are  generally  sold pursuant  to  individual
  orders.
<PAGE>
  Customers

  The  Company's  business   is  primarily  dependent   upon  the   radio
  broadcasting industry.  The Company's revenues are generated from sales
  to customers in the United States  and Canada and sales through  agents
  worldwide.  According  to industry  publications, approximately  11,000
  radio stations were licensed  by the Federal Communications  Commission
  (FCC) for  public  broadcasting  in  the  United  States.    Management
  believes that approximately 10,000  stations in the  U. S. may  require
  products and services of the type  provided by the Company.  No  single
  customer has accounted for more than  10% of the Company's revenues  in
  any of the past three years.  Gross revenues from foreign sales totaled
  $1,600,000, $1,900,000, and  $2,200,000 for the years ended 1999, 1998,
  and  1997, respectively.

  Competition

  The Company competes with several other music syndicators that  provide
  either music  libraries  or  radio jingle  packages  to  the  broadcast
  industry.  Management believes  the Company offers  a broader array  of
  broadcast products and services than any of its competitors.  Competing
  radio program syndicators generally provide either jingles,  production
  libraries, or music on tape, records,  compact disc, or via  satellite.
  Management believes  the Company  is one  of the  leading suppliers  of
  radio music services and the largest  supplier of radio music  services
  on compact  disc.  The Company  competes  with several  hundred  jingle
  producers; however, management believes only a few specialize in  radio
  station identification materials.   Management believes the Company  is
  one of the larger suppliers of radio station identification jingles  in
  the industry.  Several dozen providers of production libraries  compete
  with the Company.  Management believes it is one of the major suppliers
  of production libraries to the radio industry.  While certain competing
  products  may  be  considered  to  be  equal  in  price  or   technical
  performance, management believes the Company also competes  effectively
  on the basis of quality and creativity within each product line.

  Seasonality

  The Company is not subject to  strong seasonal fluctuations.   However,
  quarterly results are affected by the introduction of new products  and
  timing of customer  orders.  Because  profit margins  on the  Company's
  many products vary,  the results for  any quarter  are not  necessarily
  indicative of the results that may be achieved for a full fiscal year.
<PAGE>
  Trademarks and Copyrights

  The Company markets products under  various names and trademarks  which
  management believes provide the  Company's products with  international
  industry recognition.  The Company holds numerous registered copyrights
  on sound  recordings  of  original music  and  radio  station  jingles.
  Management believes  its  copyrights  have significant  value,  as  the
  Company derives a significant portion of  its income from the  licensed
  use of its sound recordings.

  Employees

  As of  December 1,  1999, the  Company had  approximately 47  full-time
  employees.  The  Company  also  contracts  with  other  personnel   and
  subcontractors who provide creative talent  for various projects on  an
  as-needed basis.

  ITEM 2. DESCRIPTION OF PROPERTY

  The Company's principal operations are  conducted from a leased  46,645
  square foot office  and production  facility located  at 2002  Academy,
  Dallas, Texas.  The facility is  comprised of sales and  administrative
  offices  and  recording   studios.    The   facility  is  leased   from
  unaffiliated third parties under a lease that expires on July 15, 2003.
  The lease may be  extended at the Company's  option for two  additional
  five-year terms.  The first  five year term rental  rate is based on  a
  fixed amount per  square foot which  is approximately  a 6.3%  increase
  over the 2003 year rental rate.   The second five year term is  subject
  to rental adjustments based on a formula related to fair market rental.
  Effective July 1, 1999 the Company entered into  an  agreement  with an
  unrelated third  party to sublease approximately 16,000 square feet  of
  space for a term of approximately 50 months.   Management believes that
  the  facility  currently  occupied  is  sufficient  for  its   existing
  activities and potential growth for the foreseeable future.

  ITEM 3. LEGAL PROCEEDINGS

  On May  22, 1998,  the Company  received a  letter from  the  Recording
  Industry Association  of  America, Inc.  (RIAA)  alleging that  it  was
  illegally duplicating sound recordings  of the RIAA's member  companies
  in its Mobile Beat Series I and II and Mobile Beat Holiday Series.  The
  RIAA alleged  substantial  damages in  the  amount of  $76,000,000  and
  stated that it would consider  a pre-complaint settlement.   Settlement
  discussions then  ensued and  are continuing.   On  June 30,  1998  the
  Company and  its counsel  met with  RIAA   and its  counsel.   At  this
  meeting the RIAA made  a demand for $3  million to settle the  dispute.
  In  September,  1998  mediation  was  undertaken  with  no   settlement
  resulting.

  Thus far no discovery has been  undertaken.  The Company believes  that
  it has a meritorious defense to many of the claims asserted, but it  is
  possible that  it  will  not  prevail  if  the  matter  is  brought  to
  litigation.  Any significant cash amount paid in settlement or  awarded
  in judgment would likely have an adverse effect on the Company.
<PAGE>
  The Company recorded  a reserve for  possible loss of  $385,000 on  the
  terms of  its  latest settlement  offer  based on  annual  payments  of
  $50,000 over a period of eleven years.  The recorded reserve reflects a
  discount of the settlement offer using a discount rate of 8% per annum.
  During 1999  the Company  accrued interest  in  the amount  of  $20,100
  through June 30, 1999.

  As the  RIAA has  rejected the  most recent  settlement offer  with  no
  counter offer, the Company will not  continue to accrue any  additional
  provision for settlement of the dispute, nor will it continue to accrue
  legal costs related to the matter, however, it is management's  opinion
  that the  accrual  balance  is  a  "best  estimate"  based  on  current
  circumstances.

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  There  were  no  matters  submitted to a vote of the Company's security
  holders during the fourth quarter  of  the  fiscal year ended September
  30, 1999.

                                  PART II

  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

  The Company's common  stock is  thinly traded  in the  over-the-counter
  market under the symbol  "TMCI".  The following  table sets forth,  for
  the periods shown, the range of the high and low bid quotations for the
  Company's common stock  in the over-the-counter  market as reported  by
  NASDAQ.  The Company was de-listed from NASDAQ in February 1997 for not
  meeting the minimum  NASDAQ SmallCap market  requirements.  Since  that
  time the stock continues to be traded on the OTC market with quotations
  obtained from  the OTC  bulletin board.   Quotations  are  inter-dealer
  quotations, without retail  markups, markdowns or  commissions, and  do
  not necessarily represent actual transactions.

                                 Common Stock Bid
                                 -----------------
                                  High        Low
                                  -----      -----
         Fiscal
         1999:
                  1st Quarter    $  .72     $  .28
                  2nd Quarter      1.12        .28
                  3rd Quarter      1.03        .44
                  4th Quarter      1.12        .47

         Fiscal
         1998:
                  1st Quarter    $  .81     $  .38
                  2nd Quarter       .63        .44
                  3rd Quarter       .50        .41
                  4th Quarter       .60        .28

  As of  September 30,  1999 the  Company  had approximately  208  record
  owners and 343 beneficial owners of its common stock.  The Company  has
  not paid dividends on the common  stock and does not anticipate  paying
  dividends in the foreseeable future.
<PAGE>
  ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

  Forward-Looking Statements

  This  Annual  Report  contains  forward-looking  statements  about  the
  business, financial condition and prospects of the Company that reflect
  assumptions made  by  management  and  management's  beliefs  based  on
  information currently  available  to  it.   The  Company  can  give  no
  assurance that  the  expectations  indicated  by  such  forward-looking
  statements will be realized.  If any of management's assumptions should
  prove incorrect, or if  any of the  risks and uncertainties  underlying
  such expectations should materialize, the Company's actual results  may
  differ  materially  from   those  indicated   by  the   forward-looking
  statements.

  The key factors that are not within the Company's control and that  may
  have a direct bearing on operating results include, but are not limited
  to, continued maturation of the domestic and international markets  for
  compact disc technology; acceptance by  the customers of the  Company's
  existing  and  any  new  products  and  formats;  the  development   by
  competitors of products using improved or alternative technologies  and
  the potential obsolescence  of technologies  used by  the Company;  the
  continued  availability  of  software,  hardware  and  other   products
  obtained by the Company from third parties; dependence on distributors,
  particularly in the international market, and on third parties  engaged
  to replicate the Company's products on compact discs; the retention  of
  employees; the success of the Company's  current and future efforts  to
  reduce  operating  expenses;   the  effectiveness   of  new   marketing
  strategies; and general economic conditions.  Additionally, the Company
  may not  have the  ability to  develop new  products  cost-effectively.
  There may be other risks and uncertainties that management is not  able
  to predict.

  When used in this Annual Report,  words such as "believes,"  "expects,"
  "intends," "plans," "anticipates," "estimates" and similar  expressions
  are intended to identify forward-looking statements, although there may
  be  certain  forward-looking   statements  not   accompanied  by   such
  expressions.  All forward-looking statements are intended to be covered
  by the safe harbor  created by section 21E  of the Securities  Exchange
  Commission Act of 1934.

  Liquidity and Capital Resources

  The Company relies upon current sales of music libraries and jingles on
  terms of cash upon delivery for operating liquidity.  Liquidity is also
  provided by cash receipts from customers under contracts for production
  libraries and weekly music service contracts having terms of one  month
  to four  years.   The Company  is obligated  to provide  music  updates
  throughout the contract  terms for both  production library and  weekly
  music service contracts.  Sales of music libraries and jingles and  the
  payments under production  library and weekly  music service  contracts
  will provide, in the opinion of management, adequate liquidity to  meet
  operating requirements at least through the end of fiscal 2000.
<PAGE>
  During fiscal 1999, the Company  made approximately $95,700 in  capital
  expenditures for the purchase of property and equipment which  compares
  to capital expenditures of approximately $44,500 in 1998 and $97,000 in
  1997.   Capital expenditures  in 1999  were primarily  associated  with
  upgrades of production equipment  and leasehold improvements.   Product
  development costs  of $155,000  were incurred  during fiscal  1999  for
  software development, new music  libraries, and music library  updates,
  which compares to product development expenditures of $164,000 in  1998
  and  $144,000  in  1997.    Funds  for  operating  needs,  new  product
  development, and capital expenditures for the year ended September  30,
  1999 were provided from  operations and cash  reserves.  The  Company's
  expenditures for property, equipment,  and development of new  products
  are discretionary.  Product development expenditures are expected to be
  approximately $185,000  in  fiscal  2000.  The  Company  has  no  other
  significant  commitments  for  capital  expenditures  in  fiscal  2000.
  Management anticipates that cash flow from operations and cash reserves
  will be sufficient to meet capital requirements.

  Effective January  2, 1999,  the Company  purchased the  remaining  50%
  interest of certain comedy material that was written and produced by an
  individual for broadcast by radio stations and marketed by the Company,
  resulting in  the Company  owning 100%  of such  Comedy Service.    For
  consideration of the comedy material and the Company being able to  use
  the individual's name in connection  with promoting the Comedy  Service
  the Company  agreed to  pay  to the  individual  a total  of  $124,000,
  payable over five years through December 2, 2003.

  In May  1996  the  Company  entered into  a  lease  agreement  for  the
  financing of an upgrade of its computer hardware and software  systems,
  which was completed in fiscal year 1997.   The cost of the project  was
  $529,000, of which $426,000 was financed  as of September 30, 1996  and
  the remaining $103,000  was financed  in fiscal  1997.   The lease  was
  backed by a letter  of credit in the  amount of $200,000.   Due to  the
  short term remaining  on the principal  balance, the  letter of  credit
  requirement was  removed  effective  February  28,  1999.    The  lease
  agreement will terminate in fiscal 2000.   No long term borrowings  are
  anticipated in the  foreseeable future  at current  levels of  business
  operations.

  Customer deposits decreased to $136,700 as of September 30, 1999,  from
  $194,800 as of September 30, 1998, for deposits received from customers
  ordering products.  The balance in customer deposits is dependent  upon
  the timing of customer orders for compact disc libraries, jingles,  and
  production libraries.

  The Company  has  net  operating loss  carryforwards  of  approximately
  $1,332,000 available to offset future  taxable income expiring in  2008
  through 2011.  A valuation allowance of approximately $740,000 has been
  provided to reduce the  net deferred tax asset  to zero because of  the
  uncertainty of generating future taxable income.  Although  realization
  is not assured, management has taken certain steps intended to  achieve
  a return  to profitable  operations in  future  periods.   These  steps
  include  certain  corporate  restructuring,  continued  cost  reduction
  measures which have reduced certain expenses to manageable levels,  the
  discontinuation of unprofitable product lines during fiscal years  1996
  and 1997,  new  approaches  to  marketing  current  products,  and  the
  introduction of new products.
<PAGE>
  The Board of Directors authorized the Company to purchase up to  75,000
  shares of its  common stock  on the  open market  or through  privately
  negotiated transactions,  from  time  to time,  dependent  upon  market
  conditions, through December  31, 1997.   The Company purchased  54,000
  shares of its common stock for a  total cost of $41,000 in fiscal  year
  1997, which purchases were funded by cash reserves of the Company.

  The Company has assessed its Year 2000 issues and determined that there
  will be  little,  if any,  impact  on operating  systems  hardware  and
  software.  The  Company converted  its main  operating software  system
  that is Year 2000 compatible in  March, 1998 and the consultant who  is
  responsible for creating  the in-house  Contract Administration  System
  indicated there  would be  minimal Year  2000  issues.   The  Company's
  vendor purchased accounting system  consultant believes the  accounting
  system is  also  Year 2000  compatible.   In  addition,  the  Company's
  Microsoft Windows NT  consultant confirmed that  the Company's  network
  environment is Year 2000 compliant.  The Company's in-house  programmer
  analyst also  believes there  are no  major Year  2000 issues  for  the
  Company.  Furthermore  the Company's  assessment incorporates  existing
  vendors and suppliers relationships and management believes there would
  be no material effect on the Company's business, results of operations,
  or financial condition if they do  not become Year 2000 compliant in  a
  timely manner.  The most reasonably likely worst scenario estimates the
  cost to be  approximately $50,000 to  deal with any  Year 2000  issues.
  Any necessary funds will be provided by operations and cash reserves.

  Results of  Operations

  Fiscal 1999 Compared to Fiscal 1998

  Revenues decreased 8.4% to  $6.2 million in 1999  from $6.8 million  in
  1998.   The  overall  decrease  was primarily  due  to  a  decrease  in
  international  sales,  compact  discs  sales  prices  and  volume,  and
  specialized radio station  computer equipment and  software sales,  and
  was partially offset by an increase in production libraries and  comedy
  service sales.  The decrease in music library revenues was $493,000, or
  9% and is  partially attributed to  the discontinuation  of the  mobile
  beat product line in  May, 1998 which comprised  7.3% of music  library
  revenues in fiscal 1998.   Production libraries increased $258,000,  or
  24% primarily due to increased sales of libraries introduced in  fiscal
  1998 and continual  sales of existing  libraries.  An  increase in  the
  percentage of  barter revenue,  combined with  an overall  increase  in
  advertising  revenue  contributed  to  the  revenue  increase.   Barter
  revenues are  derived from  obtaining airtime  from radio  stations  in
  exchange for  such  weekly  services  and  marketing  such  airtime  to
  advertisers. Revenues from radio jingles decreased by $45,000, or  3.8%
  primarily due  to    a decrease  in  the  sales volume  of  custom  and
  syndicated jingles packages being sold.
<PAGE>
  As the  compact disc  music library  market matures,  sales of  compact
  discs are generated primarily from changes in music formats or sales of
  new music libraries rather than from conversions to compact disc  music
  library technology.   The market for  compact disc  music libraries  to
  broadcast customers has reached a substantial level of maturity in  the
  United States, which is the market from which the Company derives  most
  of its  music library  revenues.   A  decline  in revenues  from  music
  library sales  may  result  in a  proportionately  greater  decline  in
  operating income because  music libraries provide  higher margins  than
  the Company's  other  products.    However,  management  believes  that
  revenues from  weekly  music  services will  either  remain  relatively
  unchanged or continue  to grow by  introducing new  music libraries  to
  radio stations.  Management believes the international markets have not
  reached maturity for compact disc technology.   Renewals and new  sales
  growth are subject to customer acceptance of the new products.

  A $132,000 or 21% increase in weekly comedy services revenue was due to
  an increase in domestic and international sales, as well as an increase
  in barter revenue.

  Music library revenues may also be adversely affected as radio stations
  convert  to   new  music   delivery  systems   technology  offered   by
  competitors, such  as  computer hard  drives  which store  music  in  a
  digital compression form.  The Company began providing music  libraries
  on hard drive to the radio industry in 1997.  The Company's hard  drive
  sales have not generated significant revenues.  An increasing number of
  radio stations  are  converting  to or  adding  systems  using  digital
  compression technology.  Although music  libraries on compact disc  can
  be  transferred  to   hard  drive  systems,   some  of  the   equipment
  manufacturer's  are  offering   hard  drives   with  pre-loaded   music
  libraries.

  Commissions as a percentage of revenues  increased to 19.2% of  revenue
  in fiscal 1999 from 19%  of revenue in fiscal  1998.  This increase  is
  due to changes in the revenue  structure where a greater percentage  of
  revenue is on a barter basis.

  Production, programming  and  technical  costs  decreased  7.8%  to  $2
  million in 1999 from  $2.2 million in 1998.  The decrease is  primarily
  due to lower  replication direct  costs.   As a  percentage of  revenue
  these costs increased  from 32% in 1998 to 33% in 1999.

  General and administrative costs  decreased $250,000 or  11%, due to  a
  decrease in salaries and benefits and other administrative expenses. An
  aggressive collection policy provided a  $180,000 decrease in bad  debt
  expense over the prior fiscal year.

  Selling costs decreased $247,000 or 26%, primarily due to a decrease in
  salaries and benefits, domestic commissions and advertising expenses.

  Depreciation expense decreased $54,000, or  16%, primarily as a  result
  of more assets being fully depreciated compared to the prior year.

  During 1999, the Company recorded a provision of $12,000 to reduce  the
  carrying value of  its production  libraries to  the lower  of cost  or
  market. Inventory levels were reduced  to amounts supported by  current
  sales levels.
<PAGE>
  In fiscal 1998  the Company  recorded a  reserve for  possible loss  of
  $385,000 as of September 30, 1998 on the terms of its latest settlement
  offer to the RIAA based on annual payments of $50,000 over a period  of
  eleven years.    The  recorded  reserve  reflects  a  discount  of  the
  settlement offer  using a  discount rate  of 8%  per annum.    Interest
  expense of  $20,100  was  recorded  through  June,  1999  when  it  was
  determined that additional  accruals would be  suspended until  further
  activity occurs.

  Accounting Matters

  The Financial Accounting Standards  Board ("FASB") periodically  issues
  accounting standards  which  may  affect the  financial  accounting  or
  disclosures of the  Company.  There  are no  accounting standards  that
  have been issued, but not yet adopted by the Company, which would  have
  a material effect on the financial position or results of operations of
  the Company.

  Fiscal 1998 Compared to Fiscal 1997

  Revenues decreased 6.0% to  $6.8 million in 1998  from $7.2 million  in
  1997.   The  overall  decrease  was primarily  due  to  a  decrease  in
  international  sales,  compact  discs  sales  prices  and  volume,  and
  specialized radio station  computer equipment and  software sales,  and
  was partially offset by an increase in production libraries and jingles
  sales.  The decrease in compact disc sales was $410,000, or 10% and  is
  partially attributed to a decrease in weekly music service revenues  of
  $22,000 or  1%.    The reduction  in  the  specialized  radio  computer
  equipment and  software sales  can be  attributed to  the sale  of  the
  Ultimate Digital  Studio  division  (UDS) in  June  1997.    Production
  libraries increased $317,000, or 42% primarily due to the  introduction
  of two  new music  libraries during  fiscal year  1997 and  one at  the
  beginning of  fiscal year  1998, and  the continual  sales of  pre-1997
  music libraries.  Revenues from radio jingles increased by $131,000  or
  13% primarily due  to an  increase in the  sales volume  of custom  and
  syndicated jingles packages being sold.

  As the  compact disc  music library  market matures,  sales of  compact
  discs are generated primarily from changes in music formats or sales of
  new music libraries rather than from conversions to compact disc  music
  library technology.   The market for  compact disc  music libraries  to
  broadcast customers has reached a substantial level of maturity in  the
  United States, which is the market from which the Company derives  most
  of its  music library  revenues.   A  decline  in revenues  from  music
  library sales  may  result  in a  proportionately  greater  decline  in
  operating income because  music libraries provide  higher margins  than
  the Company's  other  products.    However,  management  believes  that
  revenues from  weekly  music  services will  either  remain  relatively
  unchanged or continue  to grow by  introducing new  music libraries  to
  radio stations.  Management believes the international markets have not
  reached maturity for compact disc technology.   Renewals and new  sales
  growth are subject to customer acceptance of the new products.
<PAGE>
  A $46,000  or  6%  decrease  in  weekly  comedy  services  revenue  was
  primarily due  to  a reduction  in  the percentage  of  barter  revenue
  allocated to Comedy from the total barter revenue, which includes other
  products.   Revenues  are derived  from  obtaining airtime  from  radio
  stations in  exchange  for  such weekly  services  and  marketing  such
  airtime to advertisers.  The Company has begun to market other products
  using  similar  barter  arrangements.    Revenues  from  other   barter
  arrangements are expected to increase in the future.

  Music library revenues may also be adversely affected as radio stations
  convert  to   new  music   delivery  systems   technology  offered   by
  competitors, such  as  computer hard  drives  which store  music  in  a
  digital compression form.  The Company began providing music  libraries
  on hard drive to the radio industry in 1997.  The Company's hard  drive
  sales have not generated significant revenues.  An increasing number of
  radio stations  are  converting  to or  adding  systems  using  digital
  compression technology.  Although music  libraries on compact disc  can
  be  transferred  to   hard  drive  systems,   some  of  the   equipment
  manufacturer's  are  offering   hard  drives   with  pre-loaded   music
  libraries.

  Revenues from specialized radio station computer equipment and software
  sales decreased  $437,000 primarily  due to  the sale  of the  Ultimate
  Digital Studio (UDS) division in June 1997.

  Commissions as a percentage of revenues increased to 19% of revenue  in
  fiscal 1998 from 17% of revenue in  fiscal 1997.  This increase is  due
  to changes  in the  revenue structure  where  a greater  percentage  of
  revenue is on a barter basis.

  Production, programming  and  technical  costs decreased  24%  to  $2.2
  million in 1998 from $2.9 million in 1997.  As a percentage of  revenue
  these costs decreased from 40% in 1997 to 32% in 1998.  The decrease is
  primarily due  to  lower  replication  direct  costs  and  amortization
  expenses.

  General and administrative costs decreased $15,600 or 1%, primarily due
  to a  decrease  in  salaries  and  benefits  and  other  administrative
  expenses.  Such decreases  were offset by  an increase in  professional
  fees and bad debt expenses.

  Selling costs decreased $170,000 or 15%, primarily due to a decrease in
  salaries and benefits, domestic commissions and advertising expenses.

  Depreciation expense decreased $7,000, or 2%, primarily as a result  of
  more assets being fully depreciated compared to the prior year.

  During 1997, the Company recorded a provision of $218,000 to reduce the
  carrying value of  its production  libraries to  the lower  of cost  or
  market.   The  amount retained  in  inventory was  reduced  to  amounts
  supported by current sales levels.

  In fiscal 1998  the Company  recorded a  reserve for  possible loss  of
  $385,000 as of September 30, 1998 on the terms of its latest settlement
  offer to the RIAA based on annual payments of $50,000 over a period  of
  eleven years.    The  recorded  reserve  reflects  a  discount  of  the
  settlement offer using a discount rate of 8% per annum.
<PAGE>
  The Company reduced its net deferred tax asset of $128,130 at September
  30, 1997 to zero at  September 30, 1998 because  it is likely that  the
  tax asset will not  be realized.  This  reduction resulted in  deferred
  income tax expense of $128,130 in fiscal 1998.


  ITEM 7.   FINANCIAL STATEMENTS

  The financial statements  and notes thereto,  together with the  report
  thereon of  King  Griffin  & Adamson  P.C.  dated  November  24,  1999,
  included elsewhere  in this  report are  incorporated by  reference  in
  answer to this  Item 7.

  The financial statements  and notes thereto,  together with the  report
  thereon of Deloitte  & Touche  LLP dated  December   4, 1998,  included
  elsewhere in this  report are incorporated  by reference  in answer  to
  this  Item 7.


  ITEM 8.   CHANGES IN  AND DISAGREEMENTS WITH ACCOUNTANTS ON  ACCOUNTING
  AND FINANCIAL DISCLOSURE

  On  May  17,  1999,  the  Company  dismissed  its  former   independent
  accountants Deloitte & Touche LLP ("D&T")  and engaged King, Griffin  &
  Adamson P.C. to audit the Company's financial statements.  The decision
  to change independent accountants was  recommended and approved by  the
  Company's Board of Directors.

  D&T served  as independent  auditors of  the Registrant  for the  years
  ended September  30,  1997  and  1998.   The  reports  of  D&T  on  the
  Registrant's financial  statements for  the years  ended September  30,
  1997 and 1998 contained no adverse opinion or disclaimer of opinion and
  were not  qualified  or modified  as  to uncertainty,  audit  scope  or
  accounting principle.   In  connection with  its audits  for the  years
  ended September 30,  1997 and  1998, and  during the  fiscal year  1999
  prior to D&T's dismissal, the Company had no disagreements with D&T  on
  matters of  accounting  principles or  practices,  financial  statement
  disclosures, or auditing scope or procedure, which disagreements if not
  resolved to the  satisfaction of  D&T would  have caused  them to  make
  reference thereto in their report on the financial statements for  such
  years.

                                 PART III

  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL  PERSONS;
  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

  The information required by  this item is  contained under the  heading
  "Information Concerning the  Directors and Executive  Officers" in  the
  Company's 2000 Information  Statement   and is  incorporated herein  by
  reference pursuant to General Instruction E(3).

  ITEM 10.  EXECUTIVE COMPENSATION

  The information required by  this item is  contained under the  heading
  "Executive Compensation" in  the Company's  2000 Information  Statement
  and is incorporated herein by reference pursuant to General Instruction
  E(3).
<PAGE>
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The information required by  this item is  contained under the  heading
  "Voting Securities and  Principal Stockholders" in  the Company's  2000
  Information Statement and is incorporated herein by reference  pursuant
  to General Instruction E(3).

  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  The information required by  this item is  contained under the  heading
  "Executive Compensation" in  the Company's  2000 Information  Statement
  and is incorporated herein by reference pursuant to General Instruction
  E(3).

  ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a)     Exhibits:
  3  (a)    Certificate of Incorporation and By-Laws (1)
     (b)    Certificate of Merger: Video Image Inc. and TM
            Communications, Inc. (1)
     (c)    Certificate of Amendment of Certificate of Incorporation of
            TM Century, Inc. effective March 27, 1992. (Exhibit 1) (2)
            (March 31, 1992)

  10      Material Contracts:
     (a)   *Long Term Performance Incentive Plan of TM Century, Inc. dated
            December 3, 1991. (Exhibit 10(bb))(3)
     (b)   *TM Century, Inc. Bonus Plan for Executive Management dated
            October 1, 1992 (Exhibit 10(j)) (4)
     (c)    Lease Agreement, dated as of April 23, 1993 by and between
            NationsBank of Texas, N.A., Trustee and TM Century, Inc.
            (Exhibit 1) (March 31, 1993) (2)
     (d)    First Amendment of Lease, dated as of August 22, 1994 by and
            between NationsBank of Texas, N.A., Trustee and TM Century, Inc.
            (Exhibit 10(m)) (5)
     (e)    Master Lease Agreement by and between USL Capital Corporation
            and TM Century, Inc. dated May 2, 1996. (Exhibit 10(b))
            (June  30, 1996)(2)
     (f)   *Employment Agreement between TM Century, Inc. and R. David
            Graupner dated May 31, 1999.  (Exhibit 10.2) (June 30, 1999)(2)
     (g)   *Consulting Agreement between TM Century, Inc. and Neil W.
            Sargent dated June 28, 1999.  (Exhibit 10.3) (June 30, 1999)(2)
     (h)    Amended and Restated 1991 Long Term Performance Incentive Plan
            of TM Century dated July 2, 1999 (Exhibit 10(h))

  27     Financial Data Schedule
<PAGE>
  Notes to Exhibits:
       (1)  Incorporated by reference to the similarly-numbered exhibit
            to the Registration Statement on Form S-18 (No. 2-93588-FW),
            filed October 2, 1984, as amended.
       (2)  Incorporated by reference to the indicated exhibit to the
            Quarterly Report on Form 10-Q for the indicated period, of the
            Registrant.
       (3)  Incorporated by reference to the indicated exhibit to the
            Annual Report on Form 10-K for the fiscal year ended September
            30, 1991.
       (4)  Incorporated by reference to the indicated exhibit to the
            Annual Report on Form 10-K for the fiscal year ended September
            30, 1992, of the Registrant.
       (5)  Incorporated by reference to the indicated exhibit to the
            Annual Report on Form 10-KSB for the fiscal year ended
            September 30, 1994.

  * The documents filed or incorporated  by reference as Exhibits  10(a),
  (b), (f) and (g) hereto constitute management contracts or compensatory
  plans or arrangements.

  (b)  Reports on Form 8-K

  No reports on  Form 8-K  were filed during  the fourth  quarter of  the
  fiscal year ended September 30, 1999.

<PAGE>
                                SIGNATURES

  In accordance  with  Section 13  or  15(d)  of the  Exchange  Act,  the
  registrant caused  this  report to  be  signed  on its  behalf  by  the
  undersigned thereunto duly authorized.


                                     Dated: December 22, 1999

                                     TM CENTURY, INC.

                                     BY:/s/Teri R.S. James
                                     Teri R.S. James
                                     Vice President of Finance

  In accordance with the Exchange Act, this report has been signed  below
  by the  following  persons on  behalf  of  the registrant  and  in  the
  capacities and on the dates indicated.

                                     DATE:

  /s/ Teri R.S. James                                   December 22, 1999
  TERI R.S. JAMES, Vice President of Finance
  (Principal financial and accounting officer)


  /s/ R.David Graupner                                  December 22, 1999
  R. DAVID GRAUPNER, President and Chief Executive Officer
  (Principal executive officer)


  /s/ Marjorie L. McIntyre                              December 22, 1999
  MARJORIE L. MCINTYRE, Chairman of the Board of Directors


  /s/ A.  Ann Armstrong                                 December 22, 1999
  A. ANN ARMSTRONG, Director


  /s/ Carol M. Long                                     December 22, 1999
  CAROL LONG, Director


  /s/ Michael Cope                                      December 22, 1999
  MICHAEL COPE, Director
<PAGE>

                             TM CENTURY, INC.

                       INDEX TO FINANCIAL STATEMENTS

  Financial Statements:

  Independent Auditors' Report - King Griffin & Adamson P.C.      16

  Independent Auditors' Report - Deloitte & Touche LLP            17

  Balance Sheets, September 30, 1999 and 1998                     18

  Statements of Operations for the Years Ended September 30,
   1999, 1998 and 1997                                            19

  Statements of Stockholders' Equity for the Years Ended
   September 30, 1999, 1998 and 1997                              20

  Statements of Cash Flows for the Years Ended September 30,
   1999, 1998 and 1997                                            21

  Notes to Financial Statements                                   22

<PAGE>

            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
            --------------------------------------------------

  Board of Directors and Stockholders
  TM Century, Inc.

  We have audited the accompanying balance  sheet of TM Century, Inc.  as
  of September  30,  1999,  and the  related  statements  of  operations,
  stockholders' equity, and cash  flows for the year  then ended.   These
  financial  statements   are  the   responsibility  of   the   Company's
  management.   Our responsibility  is to  express  an opinion  on  these
  financial statements based on our audit.

  We conducted our audit in  accordance with generally accepted  auditing
  standards.  Those standards require that we plan and perform the  audit
  to obtain  reasonable assurance  whether the  financial statements  are
  free of material misstatement.  An audit includes examining, on a  test
  basis, evidence supporting the amounts and disclosures in the financial
  statements.  An audit also includes assessing the accounting principles
  used  and  significant  estimates  made  by  management,  as  well   as
  evaluating the overall  financial statement presentation.   We  believe
  that our audit provides a reasonable basis for our opinion.

  In our  opinion, the  financial statements  referred to  above  present
  fairly, in all material respects, the financial position of TM Century,
  Inc. as of September  30, 1999, and the  results of its operations  and
  its cash flows  for the year  then ended in  conformity with  generally
  accepted accounting principles.


                                              KING GRIFFIN & ADAMSON P.C.


  Dallas, Texas
  November 24, 1999

<PAGE>

  INDEPENDENT AUDITOR' REPORT

  To the Stockholders and Board of Directors of TM Century, Inc.:

  We have audited the balance sheet of TM Century, Inc. (the  "Company"),
  as of September  30, 1998, and  the related  statements of  operations,
  stockholders' equity and cash  flows for each of  the two years in  the
  period ended September 30,  1998.  These  financial statements are  the
  responsibility of the Company's management.   Our responsibility is  to
  express an opinion on these financial statements based on our audits.

  We conducted our audits in accordance with generally accepted  auditing
  standards.  Those standards require that we plan and perform the  audit
  to obtain reasonable assurance  about whether the financial  statements
  are free of material misstatement.   An audit includes examining, on  a
  test basis,  evidence supporting  the amounts  and disclosures  in  the
  financials statements.  An audit also includes assessing the accounting
  principles used and significant estimates  made by management, as  well
  as evaluating the overall financial statement presentation.  We believe
  that our audits provide a reasonable basis for our opinion.

  In our  opinion,  such  financial statements  present  fairly,  in  all
  material respects, the financial position  of the Company at  September
  30, 1998, and the results of its operations and its cash flows for each
  of the two years in the period ended September 30, 1998, in  conformity
  with generally accepted accounting principles.


  /s/Deloitte & Touche LLP

  Dallas, Texas
  December 4, 1998

<PAGE>
<TABLE>
                                 TM Century, Inc.
                                  Balance Sheets
                            September 30, 1999 and 1998

<CAPTION>

                                                          1999          1998
                                                        ---------     ---------
<S>                                                    <C>           <C>
ASSETS
CURRENT ASSETS
    Cash                                               $  354,332    $  348,957
    Accounts receivable, less allowance
      for doubtful accounts of $100,000
      and $230,000 respectively                           721,538       763,653
    Inventories, net of allowance for obsolescence
      of $258,545 and $252,545 respectively               446,279       470,763
    Prepaid expenses                                       31,277        29,837
                                                        ---------     ---------
          TOTAL CURRENT ASSETS                          1,553,426     1,613,210

PROPERTY AND EQUIPMENT                                  2,563,220     2,508,394
    Less accumulated depreciation and amortization     (2,116,116)   (1,879,587)
                                                        ---------     ---------
          NET PROPERTY AND EQUIPMENT                      447,104       628,807

PRODUCT DEVELOPMENT COSTS, net of accumulated
      amortization of $1,630,071 and  $2,378,484
      respectively                                        324,094       320,626
COMEDY MATERIAL RIGHTS, net of accumulated
      amortization of $18,600 and $0 respectively         105,400            -
OTHER ASSETS                                               19,316        18,260
                                                        ---------     ---------
    TOTAL ASSETS                                       $2,449,340    $2,580,903
                                                        =========     =========
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                       63,508       100,050
    Accrued expenses                                      196,978       233,836
    Current portion of note payable                        33,333            -
    Current portion obligation under capital lease          3,202       122,212
    Deferred revenue                                      127,382       108,694
    Customer deposits                                      37,623        17,858
                                                        ---------     ---------
          TOTAL CURRENT LIABILITIES                       462,026       582,650

NOTE PAYABLE, less current portion                         65,667            -
OBLIGATIONS UNDER CAPITAL LEASE, less current portion          -         6,407
CUSTOMER DEPOSITS - NONCURRENT                             99,114       176,943
ACCRUED SETTLEMENT FOR RIAA DISPUTE                       405,100       385,000
                                                        ---------     ---------
          TOTAL LIABILITIES                             1,031,907     1,151,000

COMMITMENTS AND CONTINGENCIES (NOTE 7)                         -             -

STOCKHOLDERS' EQUITY
    Common stock, $.01 par value; authorized 7,500,000     29,705        29,705
      shares; 2,970,481 shares issued; and 2,483,193
      shares outstanding
    Additional paid-in capital                          2,275,272     2,275,272
    Treasury stock - at cost, 487,288 shares           (1,291,227)   (1,291,227)
    Retained earnings                                     403,683       416,153
                                                        ---------     ---------
          TOTAL STOCKHOLDERS' EQUITY                    1,417,433     1,429,903
                                                        ---------     ---------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $2,449,340    $2,580,903
                                                        =========     =========
</TABLE>
<PAGE>
<TABLE>
                              TM Century, Inc.
                         Statements of Operations
              Years Ended September 30, 1999, 1998 and 1997

                                                     1999             1998             1997
                                                   ---------        ---------        ---------
<S>                                               <C>              <C>              <C>
REVENUES                                          $6,237,102       $6,808,489       $7,246,661
   Less  Commissions                               1,198,184        1,302,280        1,213,679
                                                   ---------        ---------        ---------
      NET REVENUES                                 5,038,918        5,506,209        6,032,982

COSTS AND EXPENSES
   Production, Programming, and Technical Costs    2,035,462        2,208,172        2,897,893
   General and Administrative Costs                2,000,183        2,250,933        2,266,540
   Selling Costs                                     706,059          953,179        1,122,774
   Depreciation and Amortization of Property
    and Equipment                                    277,451          330,970          338,111
   Reduction in Carrying Value of Inventories         12,000           22,266          218,000
                                                   ---------        ---------        ---------
      Total Costs and Expenses                     5,031,155        5,765,520        6,843,318
                                                   ---------        ---------        ---------
OPERATING INCOME (LOSS)                                7,763         (259,311)        (810,336)

OTHER INCOME (EXPENSE)
   Interest Income                                     3,838           10,352           10,613
   Interest Expense                                   (3,971)         (15,963)         (28,440)
   Other                                                  -                -               818
                                                   ---------        ---------        ---------
                                                        (133)          (5,611)         (17,009)

PROVISION FOR SETTLEMENT OF RIAA DISPUTE             (20,100)        (385,000)              -
                                                   ---------        ---------        ---------
LOSS BEFORE PROVISION FOR INCOME TAXES               (12,470)        (649,922)        (827,345)

PROVISION FOR INCOME TAXES
      Current                                             -                -                -
      Deferred                                            -          (128,130)              -
                                                   ---------        ---------        ---------
      Total Provision for Income Taxes                    -          (128,130)              -
                                                   ---------        ---------        ---------
NET LOSS                                          $  (12,470)      $ (778,052)      $ (827,345)
                                                   =========        =========        =========
BASIC AND DILUTED LOSS PER COMMON SHARE           $    (0.01)      $    (0.31)      $    (0.33)
                                                   =========        =========        =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                 2,483,193        2,483,193        2,496,210
                                                   =========        =========        =========
</TABLE>
<PAGE>
<TABLE>
                              TM Century, Inc.
                    Statements of Stockholders' Equity
             Years Ended September 30, 1999, 1998 and 1997



                                     Common Stock   Additional                               Total
                                  Number of           Paid-In     Treasury     Retained   Stockholders'
                                   Shares    Amount   Capital       Stock      Earnings      Equity
                                  ---------  ------   ---------   ----------   ---------    ---------
<S>                               <C>       <C>      <C>         <C>          <C>          <C>
BALANCE, OCTOBER 1, 1996          2,970,481 $29,705  $2,275,272  $(1,250,316) $2,021,550   $3,076,211

Purchase of Treasury Stock               -       -           -       (40,911)         -       (40,911)

Net Loss                                 -       -           -            -     (827,345)    (827,345)
                                  ---------  ------   ---------   ----------   ---------    ---------
BALANCE, SEPTEMBER 30, 1997       2,970,481  29,705   2,275,272   (1,291,227)  1,194,205    2,207,955

Net Loss                                 -       -           -            -     (778,052)    (778,052)
                                  ---------  ------   ---------   ----------   ---------    ---------
BALANCE, SEPTEMBER 30, 1998       2,970,481  29,705   2,275,272   (1,291,227)    416,153    1,429,903

Net Loss                                 -       -           -            -      (12,470)     (12,470)
                                  ---------  ------   ---------   ----------   ---------    ---------
BALANCE, SEPTEMBER 30, 1999       2,970,481 $29,705  $2,275,272  $(1,291,227  $  403,683   $1,417,433
                                  =========  ======   =========   ==========   =========    =========
</TABLE>
<PAGE>
<TABLE>
                      TM Century, Inc.
                  Statements of Cash Flows
        Years Ended September 30, 1999, 1998 and 1997

                                                              1999        1998        1997
                                                             -------    --------    --------
<S>                                                        <C>         <C>         <C>
OPERATING ACTIVITIES
     Net loss                                               $(12,470)  $(778,052)  $(827,345)
     Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities
            Depreciation and amortization of property
             and equipment                                   277,451     330,970     338,111
            Amortization                                     170,320     289,620     385,079
            Provision for settlement of RIAA dispute          20,100     385,000          -
            Deferred federal income taxes                         -      128,130          -
            Provision for doubtful accounts                 (130,000)    (20,000)    140,498
            Gain on disposition of property and equipment         -           -         (818)
            Reduction in carrying value of inventories        12,000      22,266     148,000
     Increase (decrease) in cash from changes in operating
      assets and liabilities:
            Accounts receivable                              172,115      (9,886)    (44,417)
            Prepaid expenses                                  (1,440)     (4,613)     26,349
            Inventories                                       12,484     (15,842)    259,181
            Product development costs                       (155,188)   (163,833)   (144,390)
            Accounts payable and accrued expenses            (73,400)     58,761     (73,754)
            Deferred revenue                                  18,688      52,683      31,713
            Customer deposits                                (58,064)      2,025     (38,323)
                                                             -------    --------    --------
     NET CASH PROVIDED BY OPERATING ACTIVITIES               252,596     277,229     199,884

INVESTING ACTIVITIES
     Increase in other assets                                 (1,056)         -       (2,872)
     Purchases of property and equipment                     (95,748)    (44,436)    (96,891)
     Proceeds from sale of property and equipment                 -           -       20,916
                                                             -------    --------    --------
     NET CASH USED BY INVESTING ACTIVITIES                   (96,804)    (44,436)    (78,847)

FINANCING ACTIVITIES
     Principal payments on note payable                      (25,000)         -           -
     Principal payments on capital lease obligation         (125,417)   (178,169)   (163,648)
     Acquisition of treasury stock                                -           -      (40,911)
                                                             -------    --------    --------
     NET CASH USED BY FINANCING ACTIVITIES                  (150,417)   (178,169)   (204,559)
                                                             -------    --------    --------
NET INCREASE (DECREASE) IN CASH                                5,375      54,624     (83,522)

CASH AT BEGINNING OF YEAR                                    348,957     294,333     377,855
                                                             -------    --------    --------
CASH  AT END OF YEAR                                        $354,332    $348,957    $294,333
                                                             =======    ========    ========
</TABLE>
<PAGE>
                             TM CENTURY, INC.
                       NOTES TO FINANCIAL STATEMENTS


  1.  THE COMPANY

  TM Century, Inc. (the "Company") is primarily engaged in the  creation,
  production, marketing, and distribution of goods and services for radio
  stations worldwide.  Products  include special compilations of  popular
  music on  compact discs,  sound effects,  comedy services  and  station
  identification jingles.

  2.  SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

  Cash and Cash Equivalents

  Cash and  cash  equivalents  of the  Company  are  composed  of  demand
  deposits with banks and short-term  investments with maturity terms  of
  three months or less when purchased.

  Accounts Receivable

  The Company extends unsecured credit in the normal course of busines to
  virtually all of its customers.   Management  has provided an allowance
  for doubtful accounts which reflects  its opinion  of amounts which may
  ultimately  become  uncollectible.   In  the  event  of non-performance
  of  accounts  receivable,  the  maximum exposure  to the Company is the
  recorded amount shown on the balance sheet

  Inventories and Product Development Costs

  Inventories created by the Company or purchased for resale are  carried
  at the lower of cost or market, as follows:

       Music libraries - The Company produces music compilations and
       background  music  libraries  which  are  provided  to  radio
       stations under  one to  four year  lease contracts  or  under
       buyout arrangements.   The  costs  to develop  the  libraries
       (Product Development Costs) are amortized on a  straight-line
       basis over the lesser of three to five years or the  economic
       life of  the  product.   Current  music update  services  are
       charged to expense in the period in which incurred.

       Identification Jingles - Jingles provide short identity songs
       to radio stations in order to promote name recognition.   The
       costs to produce custom jingles are expensed upon delivery of
       the product.

  Comedy Material Rights

  Comedy Material Rights are recorded at cost and are amortized on a
  straight-line basis  over  the economic  life  of the  product  (5
  years).
<PAGE>
  Revenue Recognition

  Revenues are recognized as follows:

       Library Lease  Contracts  -  Monthly  upon  delivery  of  the
       product in accordance with the terms of the lease contracts.

       Library Buyouts - Upon delivery of the product.

       Identification Jingles - Upon delivery of the product.

       Music Scheduling Software  - Monthly in  accordance with  the
       terms of the lease contracts.

  Property and Equipment

  Expenditures for additions, renewals,  and betterments are recorded  at
  cost.  Expenditures for maintenance and repairs are charged to  expense
  as incurred.   Property  leased under  capital  leases is  included  in
  property and  equipment.  Depreciation and amortization of property and
  equipment under capital leases are computed on the straight-line method
  based upon the estimated useful lives  of the assets or the  applicable
  minimum lease term if shorter, as follows:

         Office furniture and equipment        3 to 7 years
         Production equipment                  5 to 7 years
         Leasehold improvements                5 to 10 years

  The  Company  adopted  Statement  of  Financial  Accounting   Standards
  ("SFAS") No. 121,  "Accounting for the Impairment of Long-Lived  Assets
  and for Long-lived  Assets to be  Disposed Of ",  effective October  1,
  1996.  The effect of such adoption was not significant to the Company's
  financial condition or results of operations.

  Income Taxes

  Deferred income  taxes  are  provided, when  applicable,  on  temporary
  differences between the recognition of income  and expense for tax  and
  for financial  accounting purposes  in accordance  with SFAS  No.  109.
  Deferred  income  taxes   are  provided,  when   applicable,  for   all
  significant temporary  differences  by the  liability  method,  whereby
  deferred tax assets and liabilities are determined by the tax laws  and
  statutory rates in effect at the balance sheet date.

  Net Loss Per Share

  Basic and  diluted loss  per  common share  is  based on  the  weighted
  average  number  of   common  shares  outstanding   and  common   stock
  equivalents, if dilutive, outstanding during the periods.  The  Company
  had 339,000,  205,000  and  200,000 stock  options  outstanding  as  of
  September 30, 1999,  1998 and 1997  respectively.   These options  were
  excluded from the calculation of basic  and diluted net loss per  share
  since including such options would have an antidilutive effect.
<PAGE>
  Use of Estimates

  The preparation of  financial statements in  conformity with  generally
  accepted accounting principles  requires management  to make  estimates
  and  assumptions  that  affect  reported  amounts  of  certain  assets,
  liabilities, revenues, and  expenses.  Actual  results may differ  from
  such estimates.

  Concentration

  The  Company  maintains  cash  balances  at banks, which may, at times,
  exceed federally insured limits.   However , management  monitors these
  balances and does not believe excess risk is present.

  Reclassifications

  Certain amounts in  the 1998 and  1997 financial  statements have  been
  reclassified to  conform  with the  classifications  used in  the  1999
  financial statements with no effect on previously reported net loss  or
  stockholders' equity.

  New Accounting Pronouncements

  In February  1997, the  Financial Accounting  Standards Board  ("FASB")
  issued SFAS  No.  128,  "Earnings per  Share,"  which  establishes  new
  standards for  computing  and  presenting earnings  per  share  and  is
  effective for  financial statements  issued  for periods  ending  after
  December 15, 1997.  The Company's adoption of SFAS No. 128 did not have
  a significant impact upon the Company's reported earnings per share.

  The FASB  issued,  in  February 1997,  SFAS  No.  129,  "Disclosure  of
  Information about Capital Structure,"  which establishes standards  for
  disclosing information  about  an  entity's capital  structure  and  is
  effective for financial  statements for periods  ending after  December
  15, 1997.    The  Company's adoption of  SFAS No.  129 did  not have  a
  significant impact upon the Company's results of operations.

  In June 1997, the  FASB issued SFAS  No. 130, "Reporting  Comprehensive
  Income," which  establishes  standards  for reporting  and  display  of
  comprehensive income and  its components in  the financial  statements.
  SFAS No. 130 is effective for fiscal years beginning after December 15,
  1997.   The  Company's  adoption  of  SFAS  No.  130  did  not  have  a
  significant impact upon the Company's reported results of operations.

  The FASB also issued,  in June 1997, SFAS  No. 131, "Disclosures  about
  Segments of an Enterprise  and Related Information," which  establishes
  standards for  the  way  public companies  disclose  information  about
  operating segments, products and  services, geographic areas and  major
  customers.   SFAS No.  131 is  effective for  financial statements  for
  periods beginning after December 15, 1997.   The Company's adoption  of
  SFAS No.  131 did  not have  a significant  impact upon  the  Company's
  reported results of operations.
<PAGE>
  The  FASB  issued,  in  February   1998,  SFAS  No.  132,   "Employers'
  Disclosures about Pensions  and Other  Postretirement Benefits",  which
  revises employer's disclosures about pensions and other  postretirement
  benefit plans  and is  effective for  financial statements  issued  for
  periods beginning after December  15, 1997.  The  adoption of SFAS  132
  did not have a significant effect on the 1999 financial statements.

  In June 1999, the FASB issued SFAS No. 137, "Accounting for  Derivative
  Instruments and Hedging  Activities-Deferral of the  Effective Date  of
  FASB Statement  No. 133",  which establishes  accounting and  reporting
  standards for derivative instruments.   SFAS No.  137 is effective  for
  all fiscal quarters for all fiscal years beginning after June 15, 2000.
  The adoption of SFAS 137 is not expected to  have a significant  impact
  upon the Company's reported results of operations.

  3.   SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Supplemental disclosures as of September 30:
                                                 1999        1998
                                                -------     -------
    Cash paid for interest                     $  3,971    $ 15,967

    Noncash investing and financing activities:
       Issuance of note payable for
         comedy material rights                $124,000    $    -

  4.  INVENTORIES

  In 1999  the Company  recorded a  provision of  $12,000 to  reduce  the
  carrying value of its music and compact disc libraries to the lower  of
  cost or market.   The Company also wrote  off approximately $22,000  of
  Mobile Beat inventory due to the  RIAA legal dispute in 1998 (See  Note
  7).  During 1997 the Company recorded a provision of $218,000 to reduce
  the carrying value of its music and compact disc libraries to the lower
  of cost or  market. The  amount retained  in inventory  was reduced  to
  amounts supported by current sales levels.

  5.  PROPERTY AND EQUIPMENT

  Property and equipment consisted of the following at September 30, 1999
  and 1998:

                                               1999               1998
                                            ---------          ---------
       Office furniture                    $  528,753         $  503,069
       Computer software & equipment          173,951            162,395
       Production equipment                   950,962            944,397
       Leasehold improvements                 380,827            369,810
       Capital Lease                          528,727            528,723
                                            ---------          ---------
              Total                        $2,563,220         $2,508,394
                                            =========          =========

  The Capital Lease  is for approximately  $529,000 in computer  software
  and equipment acquired under  capital leases in  fiscal 1997 and  1996.
  Amortization of  the  lease  of approximately $131,000,  $176,000,  and
  $203,000 is included in depreciation  and amortization of property  and
  equipment expense for the fiscal years  ended September 30, 1999,  1998
  and 1997, respectively.
<PAGE>
  6.  NOTES PAYABLE AND CAPITAL LEASE OBLIGATION

  Note Payable

  During  1999  the  Company  issued  a  $124,000  non-interest  bearing,
  uncollateralized note payable in  exchange for comedy material  rights.
  This note requires monthly payments of $2,778 through December 2,  2001
  and monthly payments of  $1,000 thereafter through December 2, 2003.

  Future minimum  payments  associated  with  this  note  payable  as  of
  September 30, 1999 are as follows:


       2000                            $    33,333
       2001                                 33,333
       2002                                 17,334
       2003                                 12,000
       2004                                  3,000
                                        ----------
       Future minimum note payments    $    99,000
                                        ==========


  Capital Lease Obligation

  In May 1996, the Company entered into a capital lease agreement for the
  financing of the upgrade of its computer hardware and software systems.
  The  total  cost  of  the  project   as  of  September  30,  1998,   is
  approximately $529,000.  The lease was  backed by a $200,000 letter  of
  credit until  February  28,  1999, at  which  time  it  was  determined
  unnecessary for the  remaining term of  the lease.   The lease term  of
  three years  expired, in  part, in  May, 1999  and was  extended for  a
  period of twelve months with the  option to purchase the equipment  for
  $1 at the end of the  extended term.  The  remainder of the lease  will
  expire in November, 1999, at which  time the Company has the option  to
  purchase this portion of the equipment at its fair market value.


  Future minimum lease payments under the lease as of  September 30, 1999
  are as follows:

       2000                                         $  6,478
                                                     -------
       Total minimum lease payments                    6,478

       Less amount representing interest              (3,276)
                                                     -------
       Net present value of current
        minimum lease payments                      $  3,202
                                                     =======


  The Company expensed $3,971, $15,963, and $25,871 of interest on  notes
  payable and  capital lease  obligations during  1999, 1998,  and  1997,
  respectively.

<PAGE>
  7.  COMMITMENTS AND CONTINGENCIES

  Leases

  The Company leases its  facilities under a ten  year lease which  began
  July 15, 1993.  The lease may  be extended at the Company's option  for
  two additional five-year terms.  The  first five year term rental  rate
  is based on  a fixed amount  per square foot  which is approximately  a
  6.3% increase over  the 2003 year  rental rate.   The second five  year
  term is subject  to rental adjustments  based on a  formula related  to
  fair market rental. The Company has subleased a portion of its facility
  through  July,  2003.  Future  minimum rental revenue from the sublease
  agreement is $630,000.

  Future minimum lease payments under operating leases with initial lease
  terms in excess of one year are as follows:


       2000                             $   326,508
       2001                                 326,508
       2002                                 326,508
       2003                                 299,299
                                         ----------
       Future minimum lease payments    $ 1,278,823
                                         ==========

  Rent  expense  under  operating  leases  was  $285,345,  $287,852,  and
  $261,663 for 1999, 1998, and 1997, respectively.

  Employment Agreements

  Effective May 31, 1999, the Company  entered into a thirty-eight  month
  employment contract  with  an executive  officer  and director  of  the
  Company which  provides  for  a base  annual  salary  of  $150,000  and
  eligibility to participate in the Company's Bonus Plan.

  The Company has consulting agreements with certain members and a former
  member of  the  Board of  Directors.   The  compensation  expensed  was
  $86,900, $120,000, and $180,000 in 1999, 1998 and 1997, respectively.

  Commitments  for  future  salaries  under  employment  agreements   and
  consulting agreements are as follows:


       2000                                  $  236,267
       2001                                     171,600
       2002                                     146,600
       2003                                      21,600
       2004                                      16,200
                                              ---------
       Total employment &
       consulting commitments                $  592,267
                                              =========

<PAGE>
  Legal Proceedings

  On May  22, 1998,  the Company  received a  letter from  the  Recording
  Industry Association  of  America, Inc.  (RIAA)  alleging that  it  was
  illegally duplicating sound recordings  of the RIAA's member  companies
  in its Mobile Beat Series I and II and Mobile Beat Holiday Series.  The
  RIAA alleged  substantial  damages in  the  amount of  $76,000,000  and
  stated that it would consider  a pre-complaint settlement.   Settlement
  discussions then  ensued and  are continuing.   On  June 30,  1998  the
  Company and  its counsel  met with  RIAA   and its  counsel.   At  this
  meeting the RIAA made  a demand for $3  million to settle the  dispute.
  In  September,  1998  mediation  was  undertaken  with  no   settlement
  resulting.

  Thus far no discovery has been  undertaken.  The Company believes  that
  it has a meritorious defense to many of the claims asserted, but it  is
  possible that  it  will  not  prevail  if  the  matter  is  brought  to
  litigation.  Any significant cash amount paid in settlement or  awarded
  in judgment would likely have an adverse effect on the Company.

  The Company recorded  a reserve for  possible loss of  $385,000 on  the
  terms of  its  latest settlement  offer  based on  annual  payments  of
  $50,000 over a period of eleven years.  The recorded reserve reflects a
  discount of the settlement offer using a discount rate of 8% per annum.
  During 1999  the Company  accrued interest  in  the amount  of  $20,100
  through June 30, 1999.

  As the  RIAA has  rejected the  most recent  settlement offer  with  no
  counter offer, the Company will not  continue to accrue any  additional
  provision for settlement of the dispute, nor will it continue to accrue
  legal costs related to the matter, however, it is management's  opinion
  that the  accrual  balance  is  a  "best  estimate"  based  on  current
  circumstances.


  8.  INCOME TAXES

  Differences between  the  statutory federal  income  tax rate  and  the
  effective rate for the  years ended September 30,  1999, 1998 and  1997
  are as follows:
<TABLE>

                                        1999          1998           1997
                                        ----          -----          ----
       <S>                             <C>           <C>            <C>
       Income tax provision at
         statutory rate                (35.0%)       (35.0%)        (35.0%)
       Effect of graduated tax rates     1.0           1.0            1.0
       Operating losses with no
         current tax benefit               -          34.0           32.5
       Change in beginning of
       the year valuation allowance     32.5          19.71           -
       Other                             1.5           -              1.5
                                        ----          -----          ----
                                         0.0%         19.71%         (0.0%)
                                        ====          =====          ====
</TABLE>
<PAGE>
  The Company  has  net  operating loss  carryforwards  of  approximately
  $1,332,000 available to offset future  taxable income expiring in  2008
  through 2011.  A valuation allowance of approximately $740,000 has been
  provided to reduce  the net deferred  tax asset to  zero because it  is
  likely that  the  tax asset  will  not  be realized.    Realization  is
  dependent on generating sufficient  taxable income prior to  expiration
  of the loss carryforwards.  Certain provisions of the tax law may limit
  the net operating loss, capital loss and credit carryforwards available
  for use  in any given tax year in the event  of a significant change in
  ownership interest.

  Additionally, in conjunction with the Alternative Minimum  Tax  ("AMT")
  rules,  at  September   30,  1999   the  Company   has  available   AMT
  carryforwards for tax purposes of  approximately $23,000, which may  be
  used indefinitely to reduce regular federal income taxes.

  The components of the  net deferred income tax  asset at September  30,
  1999,  and 1998 are as follows:
<TABLE>
                                          1999         1998
                                         -------      -------
         <S>                            <C>          <C>
         Bad debt                       $ 35,000     $ 80,699
         Depreciable assets                5,950       (3,323)
         Inventory valuation allowance    90,491      116,600
         Net operating loss
           carryforwards                 466,373      521,411
         Provision for settlement
          of RIAA dispute                141,785      130,900
                                         -------      -------
         Total deferred tax asset        739,599      846,287
         Valuation allowance             739,599      846,287
                                         -------      -------
         Net deferred tax asset         $      -     $      -
                                         =======      =======

  The components of the income tax expense (benefit) are as follows:

                                   1999        1998        1997
                                  -----      -------      -----
       <S>                       <C>        <C>          <C>
       Current                   $    -     $      -     $    -
       Deferred                       -            -          -
       Change in beginning of
         the year balance of
         the valuation for
         deferred tax assets
         allocated to income
         tax expense                  -      128,130          -
                                  -----      -------      -----
                                 $    -     $128,130     $    -
                                  =====      =======      =====
</TABLE>
  No income tax payments were necessary in fiscal 1999, 1998 and 1997 due
  to the Company's net operating loss position.
<PAGE>
  9.  EARNINGS PER SHARE

  In February,  1997, FASB  issued SFAS  No. 128,  "Earnings per  Share",
  effective for periods ending after December  15, 1997.  Basic  earnings
  per share  are calculated  on the  weighted  average number  of  common
  shares outstanding during each period.  All prior period loss per share
  amounts have been restated in accordance with SFAS No. 128.

  The following table provides a reconciliation between basic and diluted
  loss per share, in accordance with SFAS No. 128:
<TABLE>
                                                Fiscal Year Ended
                                                  September 30
                                          1999        1998          1997
                                       ---------   ---------     ---------
       <S>                            <C>         <C>           <C>
       Net Loss                       $  (12,470) $ (778,052)   $ (827,345)
       Weighted Average Number of
        Shares Outstanding
          Basic                        2,483,193   2,483,193     2,496,210
        Dilutive effect of common
         stock equivalents                     -           -             -
          Diluted                      2,483,193   2,483,193     2,496,210
                                       ---------   ---------     ---------
       Loss Per Share:
          Basic and Diluted Loss      $    (0.01) $    (0.31)   $    (0.33)
                                       =========   =========     =========
</TABLE>
  10.  ROYALTY AND SALES REPRESENTATION AGREEMENTS

  The Company  has  certain distribution  arrangements  with  independent
  sales agents  worldwide.   Fees included  in commission  expense  under
  these arrangements were $550,000, $804,000, and $929,000 in 1999,  1998
  and 1997, respectively.

  11.  STOCKHOLDERS'  EQUITY

  Stock Options

  On December  3, 1991,  the  Board of  Directors  approved a  Long  Term
  Incentive Plan  (the "Plan")  which provides  for grants  of  Incentive
  Stock Options  to selected  employees and  for grants  of  Nonqualified
  Stock Options  to any  persons who,  in  the opinion  of the  Board  of
  Directors, perform significant services on behalf of the Company.  Each
  member of the Compensation Committee who  was not an employee or  full-
  time consultant of the Company was automatically granted in December of
  each year, commencing in 1991, for five years (but only for so long  as
  he  or  she  remained  a  member  of  the  Compensation  Committee),  a
  Nonqualified Stock  Option  for 2,500  shares.  The maximum  number  of
  shares which may be  issued pursuant to the  exercise of options  under
  the Plan was 187,500 shares.  Effective October 28, 1993, the Board  of
  Directors approved an amendment to the  Plan which increased the  total
  number of shares which may be issued to 250,000 shares of common stock.
  The Board of  Directors approved an  amendment to  the Plan,  effective
  July 2, 1999, which increased the  total number of shares which may  be
  issued to  350,000 shares  of common  stock and  provided for  Employee
  Incentive Options based upon an employee's length of employment.
<PAGE>
  The option price of Incentive Stock  Options is not less than the  fair
  market value of the common stock at the date of grant.  All outstanding
  Incentive Stock Options vest over a period of five years from the  date
  of grant at a  rate of 20% upon  grant, 35% after  year one, 50%  after
  year two, 65% after year three, 80% after year four and 100% after year
  five.

  The option prices of outstanding Nonqualified Stock Options range  from
  $.75  to  $1.20 per share.  All outstanding Nonqualified Stock  Options
  are 20% vested  upon grant, 50% vested after year one, and  100% vested
  after two years.

  Employee Incentive Options are granted  based on the employee's  length
  of employment at an option price not less than the fair market value of
  the common stock at the date of grant.  All Employee Incentive  Options
  are 100% vested upon grant.


  Option information for the fiscal years ended September 30, 1999,  1998
  and 1997:
<TABLE>
                                                               Weighted Avg.
                              Number of       Price              Price Per
                               Shares       Per Share              Share
                               --------  ----------------          ------
  <S>                          <C>       <C>                       <C>
  Options outstanding at
  October 1, 1996              235,000   $1.0625 - $2.50           1.1690
     Granted                    25,000        $.625                0.6250
     Exercised                       -           -
     Forfeited                 (60,000)    $.625 - $1.125          1.0573
                               -------
  Options outstanding at
  September 30, 1997           200,000   $1.0625 - $2.50           1.1345
     Granted                    15,000        $.355                0.3550
     Exercised                       -           -
     Forfeited                 (10,000)       $.625                0.6250
                               -------
  Options outstanding at
  September 30, 1998           205,000     $.355 - $2.50           1.1023
     Granted                   146,500     $.515 - $.75             .7199
     Exercised                       -           -
     Forfeited                 (12,500)        $1.20               1.2000
                               -------
  Options outstanding at
  September 30, 1999           339,000     $.355 - $2.50            .9335
                               =======

  Options exercisable at
  September 30, 1999           199,000     $.355 - $2.50           1.0248

</TABLE>
  The weighted average  remaining contractual life  of the stock  options
  outstanding at September 30, 1999 is 8.0 years.

  At September 30,  1999 the  Company has reserved  a total  of   350,000
  shares of common stock for exercise of stock options.
<PAGE>
  The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
  Employees" in accounting for its stock  option and award plan.   During
  1999, 1998, and  1997 the  exercise price  of each  option granted  was
  greater than or equal to the market price of the Company's stock on the
  date  of  grant.    Accordingly,  no  compensation  expense  has   been
  recognized under this plan.  For the fiscal years ended 1999, 1998  and
  1997, the net loss on a proforma  basis as if the Company had  utilized
  the accounting methodology prescribed by SFAS No. 123, "Accounting  for
  Stock-Based  Compensation,"  would  have  been  $22,244,  $779,379  and
  $834,845, respectively  and would  have resulted  in no  difference  in
  reported net loss per share.

  The estimated weighted average grant date fair value of options granted
  during fiscal years 1999, 1998 and  1997 using the Black-Scholes  Model
  were $.3949, $.2110 and $.3252 per  share, respectively.  For  purposes
  of determining fair value of each option, the Company used the  minimum
  value method using the following assumptions:

                                   1999      1998      1997
                                   ----      ----      ----
       Risk-free interest rate      6.0 %    5.34 %    6.75 %

       Expected life  (years)       10       10         9