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:  June 30, 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) 406-6800


   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 June 30, 1999 (Unaudited)  and September 30, 1998
                       <S>                                      <C>             <C>
                                       ASSETS
                                                                  June 30, 1999   September 30, 1998
                                                                  _____________   __________________
   CURRENT ASSETS
      Cash                                                        $     246,456   $          348,957
      Accounts receivable, less allowance for doubtful                  590,535              763,653
      accounts of $179,668 and $230,000 respectively
      Inventories, net                                                  548,975              612,992
      Prepaid expenses and other current assets                          49,638               29,837
                                                                  _____________   __________________
            TOTAL CURRENT ASSETS                                      1,435,604            1,755,439

   PROPERTY AND EQUIPMENT                                             2,554,395            2,508,394
      Less accumulated depreciation                                  (2,069,508)          (1,879,587)
                                                                  _____________   __________________
            NET PROPERTY AND EQUIPMENT                                  484,887              628,807

   INVENTORIES - NONCURRENT, net                                        161,642              178,397
   OTHER ASSETS                                                         105,059               18,260
                                                                  _____________   __________________
      TOTAL ASSETS                                                $   2,187,192   $        2,580,903
                                                                  =============   ==================

                        LIABILITIES AND STOCKHOLDERS' EQUITY

   CURRENT LIABILITIES
      Accounts payable                                            $      60,439   $          100,050
      Accrued expenses                                                  217,743              233,836
      Current portion of long term debt and capital lease                46,042              122,212
      Deferred revenue                                                   75,734              108,694
      Customer deposits                                                  17,858               17,858
                                                                  _____________   __________________
            TOTAL CURRENT LIABILITIES                                   417,816              582,650

   OBLIGATIONS UNDER LONG TERM DEBT AND CAPITAL LEASE                    74,000                6,407
   CUSTOMER DEPOSITS - NONCURRENT                                       194,537              176,943
   COMMITMENTS AND CONTINGENCIES                                        405,100              385,000
                                                                  _____________   __________________
            TOTAL LIABILITIES                                         1,091,453            1,151,000

   STOCKHOLDERS' EQUITY
      Common stock, $.01 par value; authorized 7,500,000 shares;         29,705               29,705
      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                                                  81,989              416,153
                                                                  _____________   __________________
            TOTAL STOCKHOLDERS' EQUITY                                1,095,739            1,429,903
                                                                  _____________   __________________

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $   2,187,192   $        2,580,903
                                                                  =============   ==================
                       See notes to interim financial statements
</TABLE>
<PAGE>
<TABLE>
                                 TM Century, Inc.
            Statements of Operations and Retained Earnings (Unaudited)
                 For the Three Months Ended June 30, 1999 and 1998
                <S>                                    <C>              <C>
                                                      1999             1998
                                                  _____________   _____________

   REVENUES                                       $   1,544,101   $   1,703,318
     Less  Commissions                                  292,079         332,715
                                                  _____________   _____________
        NET REVENUES                                  1,252,022       1,370,603

   COSTS AND EXPENSES
     Production, Programming, and Technical Costs       488,662         549,145
     General and Administrative                         537,589         509,295
     Selling Costs                                      162,330         198,574
     Depreciation                                        71,812          80,250
                                                  _____________   _____________

        TOTAL COSTS AND EXPENSES                      1,260,393       1,337,264
                                                  _____________   _____________
   OPERATING INCOME (LOSS)                               (8,371)         33,339

   OTHER INCOME (EXPENSE)
     Interest income                                         52           2,027
     Other expense                                       (5,024)         (3,715)
                                                  _____________   _____________
        TOTAL OTHER INCOME (EXPENSE)                     (4,972)         (1,688)
                                                  _____________   _____________

   NET INCOME (LOSS)                                    (13,343)         31,651

   RETAINED EARNINGS, BEGINNING OF PERIOD                95,332       1,171,265
                                                  _____________   _____________

   RETAINED EARNINGS, END OF PERIOD               $      81,989   $   1,202,916
                                                  =============   =============

   BASIC AND DILUTED INCOME (LOSS) PER            $       (0.01)  $        0.01
   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 Nine Months Ended June 30, 1999 and 1998

                 <S>                                   <C>              <C>
                                                       1999            1998
                                                  _____________   _____________

   REVENUES                                       $   4,566,828   $   5,178,962

     Less  Commissions                                  879,009         965,773
                                                  _____________   _____________
        NET REVENUES                                  3,687,819       4,213,189

   COSTS AND EXPENSES
     Production, Programming, and Technical costs     1,592,238       1,661,708
     General and Administrative                       1,665,240       1,544,558
     Selling Costs                                      499,854         743,852
     Depreciation                                       230,843         248,248
     Reduction in Carrying Value of Inventories          12,000               0
                                                  _____________   _____________

        TOTAL COSTS AND EXPENSES                      4,000,175       4,198,366
                                                  _____________   _____________

   OPERATING INCOME (LOSS)                             (312,356)         14,823

   OTHER INCOME (EXPENSE)
     Interest income                                      2,057           7,005
     Other expense                                      (23,865)        (13,117)
                                                  _____________   _____________
        TOTAL OTHER INCOME (EXPENSE)                    (21,808)         (6,112)
                                                  _____________   _____________

   NET INCOME (LOSS)                                   (334,164)          8,711

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

   RETAINED EARNINGS, END OF PERIOD               $      81,989   $   1,202,916
                                                  =============   =============

   BASIC AND DILUTED INCOME (LOSS) PER            $       (0.13)  $        0.00
   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 Cash Flows (Unaudited)
                   For the Nine Months Ended June 30. 1999 and 1998
                   <S>                                         <C>               <C>
                                                                1999            1998
                                                           _____________   ____________
   OPERATING ACTIVITIES
      Net income (loss)                                    $    (334,164)  $      8,711
      Adjustments to reconcile net income to net
      cash provided by (used in) operating activities
         Depreciation                                            230,843        248,248
         Amortization                                            133,797        214,800
         Provision for settlement of RIAA dispute                 20,100              0
         Provision for doubtful accounts                         (50,332)        41,000
         Reduction in carrying value of inventories               12,000              0
      Increase (decrease) in cash from changes in
      operating assets and liabilities:
         Trade accounts receivable                               223,450        (64,803)
         Inventories                                             (65,025)      (153,945)
         Prepaid expenses                                         17,400         (9,719)
         Accounts payable and accrued expenses                   (55,704)         3,063
         Deferred revenue                                        (32,960)        37,790
         Customer deposits                                        17,594          1,309
                                                           _____________   ____________
      NET CASH PROVIDED BY OPERATING ACTIVITIES                  116,999        326,454

   INVESTING ACTIVITIES
      Purchase of Comedy Service                                 (16,667)             0
      Purchases of property and equipment                        (86,923)       (44,663)
                                                            _____________   ____________
      NET CASH USED IN INVESTING ACTIVITIES                     (103,590)       (44,663)

   FINANCING ACTIVITIES
      Principal payments on capital lease                       (115,910)      (132,505)
      obligations
                                                           _____________   ____________
      NET CASH USED IN FINANCING ACTIVITIES                     (115,910)      (132,505)

   NET INCREASE (DECREASE) IN CASH                              (102,501)       149,286

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

   CASH AND CASH EQUIVALENTS AT END OF PERIOD              $     246,456   $    443,619
                                                           =============   ============

   Supplemental disclosures of cash flow
   information:

     Cash paid for interest                                $       3,765   $     13,117
                                                           =============   ============

     Non-cash investing and financing activities:
       Long term debt incurred to purchase Comedy Service  $     124,000   $          0
                                                           =============   ============
                     See notes to interim financial statements
</TABLE>
<PAGE>
                              TM CENTURY INC.

                   NOTES TO INTERIM FINANCIAL STATEMENTS

                          JUNE 30, 1999 AND 1998

   1.  BASIS OF PRESENTATION

   The interim financial statements of TM Century, Inc. (the  "Company")
   at June 30, 1999, and  for the three and  nine months ended June  30,
   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.

   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 nine  months
   ended June 30, 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 June 30,
   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
   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 June  30, 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 had  a
   term of three years and contained 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.  On  May 20, 1999 the  Company
   elected the option to renew the lease at its fair market rental value
   for a  period  of twelve  months  beginning  June 1,  1999  with  the
   understanding at the end of the twelve month lease renewal term,  the
   Company will own  all of the  leased equipment.   Based on  borrowing
   rates currently available to the Company on similar arrangements, the
   fair value of  the lease agreement  approximates the carrying  value.
   Effective March  31,  1999, the  Company's  Line of  Credit  was  not
   renewed.

   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 the Company agreed to pay to the individual a total of
   $124,000, payable over five years through January 2, 2004.

   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       Nine Months Ended
                                                             June 30                  June 30
                                                       _______________________   ______________________
                                                          1999        1998         1999        1998
                                                       __________   __________   __________  __________
   Net Income (Loss)                                   $  (13,343)  $   31,651   $ (334,164) $    8,711

   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)           $    (0.01)  $     0.01   $    (0.13) $    (0.00)
                                                       ==========   ==========   ==========  ==========
</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 which has been rejected by the RIAA.

   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
   rejected 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.

   As the RIAA has  rejected the settlement offer  the Company will  not
   continue to accrue  any additional  provision for  settlement of  the
   RIAA dispute nor will it continue  to accrue any legal costs  related
   to the RIAA dispute.
<PAGE>

                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF

               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   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.    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.

   Cash provided by operating activities  totaled $116,999 for the  nine
   months ended  June  30, 1999.  Cash  provided was  comprised  of  the
   Company's net  loss  of  $334,164,  adjusted  for:  depreciation  and
   amortization of  various  assets of  $364,640,  a provision  for  the
   settlement of the RIAA dispute of  $20,100, a provision for  doubtful
   accounts of $50,332, a reduction in the carrying value of inventories
   of $12,000, and net increase in  operating assets and liabilities  of
   $104,755.

   Cash used in investing activities for the nine months ended June  30,
   1999 totaled $103,590 and was comprised  of the purchase of  property
   and equipment and the purchase of the Comedy Service.   Approximately
   $87,000 was spent for the purchase of property and equipment.   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 the Company agreed to pay to the individual a total of
   $124,000, payable over five years through January 2, 2004.

   Cash used in financing activities for the nine months ended June  30,
   1999 totaled $115,910  and was  comprised entirely  of the  principal
   payments on the capital lease obligations.
<PAGE>
   The Company  has assessed  its Year  2000  issues and  determined  no
   material  effect  exists  on  its  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.

   Effective March  31,  1999, the  Company's  Line of  Credit  was  not
   renewed.

   The Company  has made  significant  strides in  controlling  expenses
   resulting  in  a $30,000  monthly  savings  as of  July, 1999  due to
   the Company subleasing a portion of its leased premises, achieving  a
   reduction in  salaries  and benefits  and  computer  leased equipment
   expense.
<PAGE>

   RESULTS OF CONTINUING OPERATIONS

   Comparison of the Three-Month Periods Ended June 30, 1998 and 1999

   Revenues declined approximately $159,000  or 9.4% in the  three-month
   period ended June  30, 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  $181,000  and radio  Jingles  of
   $63,000.   Offsetting  these  decreases  were  revenue  increases  in
   production libraries of $70,000, and the Comedy service of $18,000.

   Revenues of  weekly HitDisc  and  GoldDisc music  services  decreased
   $88,000 and $93,000 respectively,  or 20.2% 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  activity
   (which was terminated  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.

   Radio Jingles revenues decreased $63,000 or 19.2%, primarily due to a
   decrease in demand for custom and syndicated Jingles compared to  the
   same period of the previous year.

   Production library revenues increased  $70,000, or 25.8%.   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.

   The Comedy revenue increase  is due to an  increase in the amount  of
   the advertising revenue being allocated to Comedy from barter sales.

   Commissions decreased $40,600  or 12.2%, and  is proportional to  the
   decrease in  commissioned  sales.    As  a  percentage  of  revenues,
   commissions decreased  from 19.5%  to 18.9%  due  to changes  in  the
   revenue structure.

   Production, programming  and  technical costs  decreased  $60,000  or
   11.0%, and as a percentage of revenue decreased from 32.2% to  31.7%.
   The decrease as a  percentage of revenues is  primarily due to  lower
   comedy royalties and shipping and handling charges for music services
   and production libraries.
<PAGE>
   General and administrative  costs increased  $28,000 or  5.6% and  is
   primarily due to an increase in legal costs and facilities.

   Selling costs  decreased $36,000  or 18.3%,  and as  a percentage  of
   revenues decreased from 11.7% to 10.5%.  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.

   Depreciation decreased $8,000 or 10.5% 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 Nine-Month Periods Ended June 30, 1998 and 1999

   Revenues declined approximately $612,000  or 11.8% in the  nine-month
   period ended June  30, 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  $873,000.    Offsetting  these
   decreases were revenue increases in production libraries of $164,000,
   radio Jingles of $18,000 and the Comedy service of $103,000.

   Revenues of  weekly HitDisc  and  GoldDisc music  services  decreased
   $337,000 and $536,000 respectively, or 28.9% 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  activity
   (which was terminated  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 $164,000, or 21.3%.   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 $18,000 or  2.1%, primarily due to  an
   increase in demand for custom Jingles compared to the same nine month
   period last year.

   The Comedy revenue increase  is due to an  increase in the amount  of
   the advertising revenue being allocated to Comedy from barter sales.
<PAGE>
   Commissions decreased $87,000  or 9.0%,  and is  proportional to  the
   decrease in  commissioned  sales.    As  a  percentage  of  revenues,
   commissions increased  from 18.7%  to 19.3%  due  to changes  in  the
   revenue structure where a greater percentage of revenue is on barter.

   Production, programming  and  technical costs  decreased  $69,000  or
   4.2%, and as a percentage of  revenue increased from 32.1% to  34.9%.
   The increase as a percentage of  revenues is primarily due to  higher
   salaries and benefits and direct costs for production libraries.

   General and administrative  costs increased $121,000  or 7.8% and  is
   primarily due to  an increase in  legal fees, bad  debt expense,  and
   facilities.

   Selling costs decreased  $244,000 or 32.8%,  and as  a percentage  of
   revenues decreased from 14.4% to 11.0%.  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.

   Depreciation decreased $17,000 or 7.0% 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 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 which has been rejected by the RIAA.

   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
   rejected 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.

   As the RIAA has  rejected the settlement offer  the Company will  not
   continue to accrue  any additional  provision for  settlement of  the
   RIAA dispute nor will it continue  to accrue any legal costs  related
   to the RIAA dispute.
<PAGE>
   Item 2. Changes in securities - Not applicable.

   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  announced  the  appointment  of  R.  David
   Graupner, Executive Vice  President, to  succeed Neil  W. Sargent  as
   President/CEO, effective  May  1, 1999.    The Company  retained  Mr.
   Sargent as an advisor and consultant in connection with its operation
   of its business following Mr. Sargent's retirement on June 28,  1999.
   Mr. Sargent announced  his decision to  resign his  position as  Vice
   Chairman of the Board on June 28, 1999.

   The consulting agreement has an initial term beginning as of July  1,
   1999 and ending June  30, 2004.  It  is specifically understood  that
   Mr. Sargent's services shall not require him to be active in the day-
   to-day activities  of the  Company.   However, Mr.  Sargent shall  be
   available in person or by telephone or by facsimile machine within  a
   reasonable time  period  after  receiving  a  reasonable  request  to
   respond to matters submitted to him by the Company.  The Company will
   pay Mr. Sargent a monthly consulting  fee of $1,800.  The  consulting
   agreement may  be terminated  at any  time  upon the  mutual  written
   agreement of the Company and Mr. Sargent.
<PAGE>

   (a) Exhibits
   Material Contracts:
   10.2    Employment Agreement between  TM Century, Inc.  and R.  David
   Graupner dated May 31, 1999.
   10.3    Consulting Agreement  between TM  Century, Inc.  and Neil  W.
   Sargent dated June 28, 1999.
   27.1   Financial Data Schedule

   (b) Reports on Form 8-K

   1.1  Form 8-K dated report as of March 29, 1999 referencing Robert D.
     Graupner succeeding Neil W. Sargent as President and Chief
     Executive Officer of TM Century, Inc., effective May 1, 1999 and
     Mr. Sargent
     continuing to serve the Company as Vice Chairman of the Board of
     Directors.

     In addition, the Company announced the election of Robert D.
     Graupner and Carol M. Long and the re-election of Neil W. Sargent,
     Marjorie L. McIntyre and A. Ann Armstrong to the Board of
     Directors of the Company by written consent of the holders of a
     majority of the outstanding common stock of the Company dated as
     of March 29, 1999.  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.

     The April 8, 1999 press release is filed as Exhibit 99.1 to this
     report on Form 8-K and incorporated by reference.

   1.2  Form 8-K dated report as of May 17, 1999 referencing a Change in
     Registrant's Certifying Accountant.
     On May  17, 1999, the Registrant  dismissed its former  independent
     accountants  Deloitte  &  Touche  LLP  ("D&T")  and  engaged  King,
     Griffin  &  Adamson,  P.C.  to  audit  the  Registrant's  financial
     statements.   The decision  to change  independent accountants  was
     recommended and approved by the Registrant'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 Registrant  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.
<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: August 4, 1999

                                      TM CENTURY, INC.


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


                                      BY:/s/R. David Graupner
                                      R. David Graupner
                                      Chief Executive Officer
                                      (Principal Executive Officer)