U.S. SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC  20549


                                FORM 10-QSB



             X  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE


                      SECURITIES EXCHANGE ACT OF 1934


              For the quarterly period ended: March  31, 1999



             TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE


                               EXCHANGE ACT

                        Commission file No. 0-13167


                             TM CENTURY, INC.
        (Name of small business issuer as specified 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) 247-8850


   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___

   The number of issuer's shares of Common Stock outstanding as of April
   30, 1999 was 2,483,193.

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

<PAGE>
<TABLE>
                                    TM Century, Inc.
                                     Balance Sheets
                As of March 31, 1999 (Unaudited)  and September 30, 1998

                                         ASSETS
                         <S>                                 <C>             <C>
                                                        March 31, 1999  September 30, 1998
                                                       _______________  __________________
   CURRENT ASSETS
      Cash                                             $       230,488  $          348,957
      Accounts receivable, less allowance for doubtful         607,572             763,653
      accounts of $193,850 and $230,000 respectively
      Inventories, net                                         536,417             612,992
      Prepaid expenses and other current assets                 51,156              29,837
                                                       _______________  __________________
            TOTAL CURRENT ASSETS                             1,425,633           1,755,439

   PROPERTY AND EQUIPMENT                                    2,520,607           2,508,394
      Less accumulated depreciation                         (1,997,696)         (1,879,587)
                                                       _______________  __________________
            NET PROPERTY AND EQUIPMENT                         522,911             628,807

   INVENTORIES - NONCURRENT, net                               176,576             178,397
   OTHER ASSETS                                                111,259              18,260
                                                       _______________  __________________
      TOTAL ASSETS                                     $     2,236,379  $        2,580,903
                                                       ===============  ==================

                          LIABILITIES AND STOCKHOLDERS' EQUITY

   CURRENT LIABILITIES
      Accounts payable                                 $        76,405  $          100,050
      Accrued expenses                                         195,695             233,836
      Current portion of long term debt & capital lease         68,211             122,212
      Deferred revenue                                          99,465             108,694
      Customer deposits                                         17,858              17,858
                                                       _______________  __________________
            TOTAL CURRENT LIABILITIES                          457,634             582,650

   OBLIGATIONS UNDER LONG TERM DEBT AND CAPITAL LEASE           82,333               6,407
   CUSTOMER DEPOSITS - NONCURRENT                              186,776             176,943
   COMMITMENTS AND CONTINGENCIES                               400,554             385,000
                                                       _______________  __________________
            TOTAL LIABILITIES                                1,127,297           1,151,000

   STOCKHOLDERS' EQUITY
      Common stock, $.01 par value; authorized                  29,705              29,705
        7,500,000 shares; 2,970,481 shares issued;
        and 2,483,193 shares outstanding
      Paid-in capital                                        2,275,272           2,275,272
      Treasury stock - at cost, 487,288 shares              (1,291,227)         (1,291,227)
      Retained earnings                                         95,332             416,153
                                                       _______________  __________________
            TOTAL STOCKHOLDERS' EQUITY                       1,109,082           1,429,903

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $     2,236,379  $        2,580,903
                                                       ===============  ==================
</TABLE>
<PAGE>
                   See notes to interim financial statements


<TABLE>
                           TM Century, Inc.
      Statements of Operations and Retained Earnings (Unaudited)
          For the Three Months Ended March 31, 1999 and 1998

                                                    1999        1998
                                                 __________  __________
            <S>                                      <C>        <C>
   REVENUES                                      $1,532,959  $1,801,556

     Less  Commissions                              299,908     326,498
                                                 __________  __________
        NET REVENUES                              1,233,051   1,475,058


   COSTS AND EXPENSES
     Production, Program, and Technical Costs       585,316     577,522
     General and Administrative                     569,001     493,740
     Selling Costs                                  164,307     269,782
     Depreciation                                    78,030      84,000
     Reduction in Carrying Value of Inventories       6,000        -
                                                 __________  __________
        TOTAL                                     1,402,654   1,425,044

                                                 __________  __________
   OPERATING INCOME (LOSS)                         (169,603)     50,014

   OTHER INCOME (EXPENSE)
     Interest income                                    454       3,297
     Other expense                                  (16,791)     (4,243)
                                                 __________  __________
        TOTAL                                       (16,337)       (946)
                                                 __________  __________

   NET INCOME (LOSS)                              (185,940)      49,068


   RETAINED EARNINGS, BEGINNING OF PERIOD           281,272   1,122,197
                                                 __________  __________

   RETAINED EARNINGS, END OF PERIOD              $   95,332  $1,171,265
                                                 ==========  ==========

   BASIC AND DILUTED INCOME (LOSS) PER           $   (0.07)  $     0.02
   COMMON SHARE
                                                 ==========  ==========

   WEIGHTED AVERAGE NUMBER OF BASIC AND
     DILUTED COMMON SHARES OUTSTANDING            2,483,193   2,483,193
                                                ===========  ==========

                See notes to interim financial statements
</TABLE>
<PAGE>
<TABLE>
                             TM Century, Inc.
        Statements of Operations and Retained Earnings (Unaudited)
             For the Six Months Ended March 31, 1999 and 1998
               <S>                                   <C>          <C>
                                                    1999         1998
                                                 ___________ ___________

   REVENUES                                      $ 3,022,727 $ 3,475,643

     Less  Commissions                               586,929     633,055
                                                 ___________ ___________
        NET REVENUES                               2,435,798   2,842,588

   COSTS AND EXPENSES
     Production, Program, and Technical Costs      1,103,577   1,112,562
     General and Administrative                    1,127,651   1,035,264
     Selling Costs                                   337,524     545,278
     Depreciation                                    159,030     168,000
     Reduction in Carrying Value of Inventories       12,000        -
                                                 ___________ ___________
        TOTAL                                      2,739,782   2,861,104
                                                 ___________ ___________

   OPERATING LOSS                                   (303,984)    (18,516)

   OTHER INCOME (EXPENSE)
     Interest income                                   2,004       4,979
     Other expense                                   (18,841)     (9,403)
                                                  __________  __________
        TOTAL                                        (16,837)     (4,424)
                                                  __________  __________

   NET LOSS                                         (320,821)    (22,940)


   RETAINED EARNINGS, BEGINNING OF PERIOD            416,153   1,194,205
                                                  __________  __________

   RETAINED EARNINGS, END OF PERIOD               $   95,332  $1,171,265
                                                  ==========  ==========

   BASIC AND DILUTED LOSS PER COMMON SHARE        $   (0.13)  $   (0.01)
                                                  ==========  ==========

   WEIGHTED AVERAGE NUMBER OF BASIC AND
     DILUTED COMMON SHARES OUTSTANDING             2,483,193   2,483,193
                                                  ==========  ==========

             See notes to interim financial statements
</TABLE>
<PAGE>
<TABLE>
                                 TM Century, Inc.
                       Statements of Cash Flows (Unaudited)
                 For the Six Months Ended March 31, 1999 and 1998
                   <S>                                     <C>           <C>
                                                           1999         1998
                                                       ___________   ___________
   OPERATING ACTIVITIES
     Net loss                                          $  (320,821)  $  (22,940)
     Adjustments to reconcile net income to
     net cash provided by (used in) operating
       activities
     Depreciation                                          159,030      168,000
     Amortization                                          119,547      142,800
     Provision for settlement of RIAA dispute               15,554         -   
     Provision for doubtful accounts                       (36,150)      20,000
     Reduction in carrying value of inventories             12,000         -
   Increase (decrease) in cash from changes in
   operating assets and liabilities:
     Trade accounts receivable                             192,231      (11,994)
     Inventories                                           (46,951)    (115,800)
     Prepaid expenses                                        3,482        7,262
     Accounts payable and accrued expenses                 (61,786)     (37,857)
     Deferred revenue                                       (9,229)      15,534
     Customer deposits                                       9,833       (2,815)
                                                       ____________  ___________
   NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES         36,740      162,190

   INVESTING ACTIVITIES
     Purchase of Comedy Service                             (8,334)        -
     Purchases of property and equipment                   (53,134)     (43,916)
                                                        ___________  ___________
     NET CASH USED IN INVESTING ACTIVITIES                 (61,468)     (43,916)

   FINANCING ACTIVITIES
     Principal payments on capital lease obligations       (93,741)     (87,625)
                                                        ___________  ___________
     NET CASH USED IN FINANCING ACTIVITIES                 (93,741)     (87,625)

   NET DECREASE IN CASH                                   (118,469)      30,649

   CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         348,957     294,333
                                                        ___________  ___________

   CASH AND CASH EQUIVALENTS AT END OF PERIOD           $   230,488  $   324,982
                                                        ===========  ===========

   Supplemental disclosures of cash flow information:

    Cash paid for interest                              $     3,287  $     9,403
                                                        ===========  ===========

    Non-cash investing and financing activities:
    Long term debt incurred to purchase Comedy Service  $   124,000         -
                                                        ===========  ===========

                 See notes to interim financial statements
</TABLE>
<PAGE>
                              TM CENTURY INC.

                   NOTES TO INTERIM FINANCIAL STATEMENTS

                          MARCH 31, 1999 AND 1998

   1.  BASIS OF PRESENTATION

   The interim financial statements of TM Century, Inc. (the  "Company")
   at March 31, 1999, and for the  three and six months ended March  31,
   1999 and 1998, are unaudited, but include all adjustments (consisting
   only of  normal recurring  adjustments) which  the Company  considers
   necessary for a fair presentation.   The September 30, 1998,  balance
   sheet was derived from  the balance sheet  included in the  Company's
   audited financial statements  as filed on  Form 10-KSB  for the  year
   ended September 30,  1998.   Certain amounts  previously reported  in
   prior interim financial statements have been reclassified to  conform
   to the 1999 presentation.

   The accompanying  unaudited  interim  financial  statements  are  for
   interim periods and do not include all disclosures normally  provided
   in annual financial  statements, and  should be  read in  conjunction
   with the Company's  audited financial statements.   The  accompanying
   unaudited interim financial statements for  the three and six  months
   ended March 31, 1999, are not  necessarily indicative of the  results
   which can be expected for the entire fiscal year.

   2.  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 Statement  of
   Financial Accounting  Standards  No.  109 ("SFAS  109").    Temporary
   differences  which  give  rise   to  deferred  taxes  include   basis
   differences of property and  equipment, accelerated tax  depreciation
   in excess of book depreciation, and valuation allowances provided  in
   excess of amounts deductible for tax purposes.  Under the  provisions
   of SFAS 109, recognition of deferred tax assets is permitted for such
   amounts which can be carried forward to future periods.   The Company
   as of September 30, 1998 reduced  the net deferred tax asset  to zero
   due to  the Company  experiencing  four consecutive  years of losses.
   Realization is  dependent  on  generating  sufficient  taxable income 
   prior to expiration of the loss carryforwards.  As of  March 31, 1999
   the Company  continues to not recognize  any net deferred tax assets.
   As  of   September 30, 1998,  the Company  had  net  operating   loss 
   carryforwards of approximately $1.5 million expiring in 2008  through
   2010 available to offset future taxable income.
<PAGE>
   3.  LONG-TERM DEBT AND LEASE OBLIGATIONS

   Commencing 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 for a period of five years, the Company agreed to pay to  the
   individual, $2,777  per  month for  thirty  six months  beginning  on
   January 2, 1999 and $1,000 per month for twenty-four months beginning
   on January 3, 2002.

   Effective March  31,  1999, the  Company's  Line of  Credit  was  not
   renewed.  No borrowings  were drawn under the  Line of Credit  during
   the quarter, which did bear an  annual commitment fee of 0.5% of  the
   unused amounts.  The  Company's leasing arrangement discussed  below,
   no longer  requires a  Letter of  Credit due  to the  Company's  good
   payment history and the  remaining balance due  on the account  being
   less than $35,000.

   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 March  31, 1999,  is
   approximately  $529,000,  although  no  additional  costs  have  been
   incurred since December 31, 1996.  The lease was backed by a $200,000
   letter of credit through February 29, 1999, at which time the Company
   was no longer required to carry a Letter of Credit.  The lease has  a
   term of three years and contains an option to purchase the  equipment
   at its fair market value or renew the lease at its fair market rental
   value at  the end  of the  initial term.   Based  on borrowing  rates
   currently available to the Company on similar arrangements, the  fair
   value of the lease agreement approximates the carrying value.
<PAGE>
   4.  EARNINGS PER SHARE

   In February, 1997, the Financial Accounting Standards Board  ("FASB")
   issued Statement 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.  Diluted  earnings per share are  not
   materially different than  basic earnings per  share.  The  following
   table provides a  reconciliation between basic  and diluted  earnings
   per share, in accordance with FASB 128:
<TABLE>
                 <S>                                  <C>         <C>         <C>         <C>
                                                    Three Months Ended        Six Months Ended
                                                         March 31                 March 31
                                                  _______________________  ______________________                            
                                                      1999        1998         1999        1998
                                                  ___________  __________  __________  __________
   Net Income (Loss)                              $  (185,940) $   49,068  $ (320,821) $  (22,940)

   Weighted Average Number of Shares Outstanding
     Basic                                          2,483,193   2,483,193   2,483,193   2,483,193
     Dilutive effect of common stock equivalents            0           0           0           0
                                                  ___________   _________   _________   _________
     Diluted                                        2,483,193   2,483,193   2,483,193   2,483,193
   Earnings Per Share:
     Basic and Diluted Net Income (Loss)          $    (0.07)  $     0.02  $   (0.13)  $   (0.01) 
                                                  ===========  ==========  ==========  ==========
</TABLE>
<PAGE>
   5.  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.

   Following receipt of the letter, the Company and its counsel met with
   RIAA's counsel on June 30,  1998.  At this  meeting, the RIAA made  a
   demand for $3 million to settle  the dispute.  RIAA was advised  that
   the Company's  financial  position  could not  support  such  a  cash
   settlement.

   On July 14, 1998  the Company entered into  a Tolling Agreement  with
   the RIAA.   On  July 24,  1998, it  formally responded  to the  RIAA.
   Since then, Disctronics, one of  the companies that manufactures  CDs
   for the Company's GoldDisc line, contacted the Company and advised it
   that Disctronics  had been  contacted by  the RIAA  and told  not  to
   duplicate any  sound recordings  in the  GoldDisc Series  unless  the
   Company could supply written license agreements.

   By letter dated  August 4,  1998, RIAA  advised the  Company that  it
   would bring suit unless a  meaningful settlement offer was  proffered
   by the  Company by  August  10, 1998.    In September  mediation  was
   undertaken with no settlement resulting.

   In October, 1998, the Company filed suit for declaratory judgment and
   tortuous interference with respect to a Supplier.  The suit was later
   dismissed without prejudice by agreement.

   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 made a settlement offer of $550,000, payable over  eleven
   years currently under consideration by the RIAA and its membership.

   In management's opinion the likelihood of an unfavorable outcome  and
   an estimate of the  amount or range of  any potential loss cannot  be
   determined.  However, the Company has recorded a reserve for possible
   loss of $385,000 as of September 30, 1998 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.
<PAGE>

                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF

               FINANCIAL CONDITION AND RESULTS OF OPERATION

   TM  Century,  Inc.  (the  "Company")  is  engaged  primarily  in  the
   creation,  production,  marketing,  and  worldwide  distribution   of
   compact disc  music  libraries, production  libraries,  morning  show
   services, and  station  identification jingles,  for  radio  stations
   worldwide.

   Forward-Looking Statements

   This Quarterly 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  Quarterly  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 Act of 1934.

<PAGE>
   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 up  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,  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 1999.

   During the quarter  ended March 31,  1999, approximately $37,000  was
   spent for  the purchase  of property  and equipment  and for  product
   development costs for new music libraries, music library updates, and
   jingles.   Funds for  operating needs,  new product  development  and
   capital expenditures for the period were provided from cash reserves.
   The Company's expenditures for  property, equipment, and  development
   of new products are discretionary.  Product development  expenditures
   are expected to be approximately $180,000 in fiscal 1999.  Management
   anticipates that cash flow from operations and cash reserves will  be
   sufficient to meet  these capital requirements  at least through  the
   end of  fiscal year  1999.   The  Company  has no  other  significant
   commitments for capital expenditures in fiscal 1999.

   Commencing 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 for a period of five years, the Company agreed to pay to  the
   individual, $2,777  per  month for  thirty  six months  beginning  on
   January 2, 1999 and $1,000 per month for twenty-four months beginning
   on January 3, 2002.

   The Company  has assessed  its Year  2000  issues and  determined  no
   material  effect  exists  on  any  operating  systems  hardware   and
   software.  The  Company has  determined its  main operating  software
   system is Year 2000  compatible.  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 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 timely  become
   Year 2000 compliant.   The most likely  worst scenario estimates  the
   cost to be approximately  $5,000 to deal with  any Year 2000  issues.
   It is anticipated that any necessary funds will come from  operations
   and cash reserves.

<PAGE>

   RESULTS OF CONTINUING OPERATIONS

   Comparison of the Three-Month Periods Ended March 31, 1998 and 1999

   Revenues declined approximately $269,000 or 15.0% in the  three-month
   period ended March 31,  1999 as compared to  the same period for  the
   previous year.  The revenue decrease was primarily due to a  decrease
   in revenues  for  music  services  of  $345,000.    Offsetting  these
   decreases were revenue increases in production libraries of  $40,000,
   and the Comedy service  of $50,000.  The  Comedy revenue increase  is
   due to an  increase in the  amount of the  advertising revenue  being
   allocated to Comedy from barter sales.

   Revenues of  weekly HitDisc  and  GoldDisc music  services  decreased
   $148,000 and $197,000 respectively, or 34.0% as compared to the  same
   period previous year.   The decrease  in compact  disc music  library
   revenues was primarily due  to a decrease in  mobile beat (which  was
   discontinued in May 1998)  and weekly and  recurrent music sales  for
   international customers.   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 or formats  rather
   than from conversions to compact disc music delivery 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 the introduction of new
   products will counteract the declines in revenues from existing music
   libraries.  Renewals  and new sales  growth are  subject to  customer
   acceptance of the new products.

   Production library revenues increased  $40,000, or 14.5%.   Increases
   in production library revenue is due  to the substantial increase  in
   advertising sales.    Even  though production  library  revenues  may
   decline due  to the  expiration of  three-year contracts,  management
   believes that  production  libraries  will  continue  to  generate  a
   significant portion  of  overall  revenues  from  sales  of  existing
   products through  advertising/barter arrangements  and sales  of  new
   products.   Sales  and  new sales  growth  are  subject  to  customer
   acceptance of the new products.

   Commissions decreased $26,600  or 8.1%,  and is  proportional to  the
   decrease in  commissioned  sales.    As  a  percentage  of  revenues,
   commissions increased  from 18.1%  to 19.5%  due  to changes  in  the
   revenue structure where a greater percentage of revenue is on barter.

   Production, programming and technical costs increased $8,000 or 1.4%,
   and as a percentage  of revenue increased from  32.1% to 38.2%.   The
   increase as  a percentage  of revenues  is  primarily due  to  higher
   salaries and benefits for production libraries.

   Selling costs decreased  $105,000 or 39.1%,  and as  a percentage  of
   revenues decreased from 15.0% to 10.7%.  The decrease in expenses  is
   primarily due to a reduction in sales salaries as a result of changes
   in sales force and in-house commission plans.
<PAGE>
   General and administrative  costs increased $75,000  or 15.2% and  is
   primarily due to an  increase in legal  costs, salaries and  benefits
   and facilities.

   Depreciation decreased $6,000 or  7.1% and is  primarily due to  more
   depreciable assets nearing  the end  of their  depreciable years  and
   being partially offset  by increases in  production equipment in  the
   first six months of fiscal year 1998.

   Comparison of the Six-Month Periods Ended March 31, 1998 and 1999

   Revenues declined approximately  $453,000 or 13.0%  in the  six-month
   period ended March 31,  1999 as compared to  the same period for  the
   previous year.  The revenue decrease was primarily due to a  decrease
   in revenues  for  music  services  of  $692,000.    Offsetting  these
   decreases were revenue increases in production libraries of  $94,000,
   radio Jingles of  $81,000 and  the Comedy  service of  $85,000.   The
   Comedy revenue increase is  due to an increase  in the amount of  the
   advertising revenue being allocated to Comedy from barter sales.

   Revenues of  weekly HitDisc  and  GoldDisc music  services  decreased
   $249,000 and $443,000 respectively, or 32.5% as compared to the  same
   period previous year.   The decrease  in compact  disc music  library
   revenues was primarily due  to a decrease in  mobile beat (which  was
   discontinued in May 1998)  and weekly and  recurrent music sales  for
   international customers.   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 or formats  rather
   than from conversions to compact disc music delivery 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 the introduction of new
   products will counteract the declines in revenues from existing music
   libraries.  Renewals  and new sales  growth are  subject to  customer
   acceptance of the new products.

   Production library revenues increased  $94,000, or 18.8%.   Increases
   in production library revenue is due  to the substantial increase  in
   advertising sales.    Even  though production  library  revenues  may
   decline due  to the  expiration of  three-year contracts,  management
   believes that  production  libraries  will  continue  to  generate  a
   significant portion  of  overall  revenues  from  sales  of  existing
   products through  advertising/barter arrangements  and sales  of  new
   products.   Sales  and  new sales  growth  are  subject  to  customer
   acceptance of the new products.

   Revenues for Jingles increased $81,000 or  14.5% primarily due to  an
   increase in demand for custom Jingles compared to the same six  month
   period last year.
<PAGE>
   Commissions decreased $46,000  or 7.3%,  and is  proportional to  the
   decrease in  commissioned  sales.    As  a  percentage  of  revenues,
   commissions increased  from 18.2%  to 19.4%  due  to changes  in  the
   revenue structure where a greater percentage of revenue is on barter.

   Production, programming and technical costs decreased $9,000 or  .8%,
   and as a percentage  of revenue increased from  32.0% to 36.5%.   The
   increase as  a percentage  of revenues  is  primarily due  to  higher
   salaries and benefits for production libraries.

   Selling costs decreased  $208,000 or 38.1%,  and as  a percentage  of
   revenues decreased from 15.7% to 11.2%.  The decrease in expenses  is
   primarily due to a reduction in sales salaries as a result of changes
   in sales force and in-house commission plans.

   General and administrative  costs increased  $92,000 or  8.9% and  is
   primarily due to an  increase in legal  fees, salaries and  benefits,
   and facilities.

   Depreciation decreased $9,000 or  5.3% and is  primarily due to  more
   depreciable assets nearing  the end  of their  depreciable years  and
   being partially offset  by increases in  production equipment in  the
   first six months of fiscal year 1998.


<PAGE>
                        PART II. OTHER INFORMATION

   Item 1. 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.

   Following receipt of the letter, the Company and its counsel met with
   RIAA's counsel on June 30,  1998.  At this  meeting, the RIAA made  a
   demand for $3 million to settle  the dispute.  RIAA was advised  that
   the Company's  financial  position  could not  support  such  a  cash
   settlement.

   On July 14, 1998  the Company entered into  a Tolling Agreement  with
   the RIAA.   On  July 24,  1998, it  formally responded  to the  RIAA.
   Since then, Disctronics, one of  the companies that manufactures  CDs
   for the Company's GoldDisc line, contacted the Company and advised it
   that Disctronics  had been  contacted by  the RIAA  and told  not  to
   duplicate any  sound recordings  in the  GoldDisc Series  unless  the
   Company could supply written license agreements.

   By letter dated  August 4,  1998, RIAA  advised the  Company that  it
   would bring suit unless a  meaningful settlement offer was  proffered
   by the  Company by  August  10, 1998.    In September  mediation  was
   undertaken with no settlement resulting.

   In October, 1998, the Company filed suit for declaratory judgment and
   tortuous interference  with respect  to Disctronics.   The  suit  was
   later dismissed without prejudice by agreement.

   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 made a settlement offer of $550,000, payable over  eleven
   years currently under consideration by the RIAA and its membership.

   In management's opinion the likelihood of an unfavorable outcome  and
   an estimate of the  amount or range of  any potential loss cannot  be
   determined.  However, the Company has recorded a reserve for possible
   loss of $385,000 as of September 30, 1998 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.

   Item 2. Changes in securities - Not applicable.
<PAGE>
   Item 3. Defaults upon senior securities - Not applicable.

   Item 4. Submission of matters to a vote of security holders

   The  holders  of  approximately  71%  or  1,755,000  shares  of   the
   outstanding common stock of the Company, by written consent  executed
   as of March 29, 1999 in accordance with Delaware law, (i)  re-elected
   three of the  four directors of  the Company,  Marjorie L.  McIntyre,
   Neil W. Sargent and A. Ann Armstrong.  Prior to the election,  Donald
   E. Latin, a long-time director of the Company, announced his decision
   not to stand  for re-election to  the Board of  Directors. and,  (ii)
   elected Carol M.  Long and  Robert D.  Graupner as  directors of  the
   Company.   The  Company  did  not  solicit  proxies  or  consents  in
   connection therewith.


   Item 5. Other information

   The Board  of Directors  has announced  the appointment  of R.  David
   Graupner, Executive Vice  President, to  succeed Neil  W. Sargent  as
   President/CEO, effective April 1, 1999.  Mr. Sargent will continue to
   have an active role in the Company  as Vice Chairman of the Board  of
   Directors and assisting Mr. Graupner  in the transition process,  but
   will primarily focus on a few major issues for the Company until  his
   retirement in  May 2000.   Pursuant  to a  consulting agreement  that
   takes effect on May 1, 2000, Mr. Sargent will retain his position  as
   Vice Chairman of the Board and continue to serve in a consulting role
   to the Company through April 30, 2004.

   (a) Exhibits
   Material Contracts:   10.1. Acceptance of request for TM Century, Inc.
   to no longer require a Letter of Credit on behalf of Mellon US Leasing
   as of February  29, 1999.
   27.1   Financial Data Schedule

   (b) Reports on Form 8-K
   No reports on  Form 8-K were  filed by the  Company during the  three
   month period ending March 31, 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: May 7, 1999

                                      TM CENTURY, INC.


                                      BY:/s/Roger A. Holeman
                                      Roger A. Holeman
                                      Chief Financial Officer
                                      (Principal Accounting Officer)


                                      BY:/s/Robert D. Graupner
                                      Robert D. Graupner
                                      Chief Executive Officer
                                      (Principal Executive Officer)