SecProbe.io

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McAfee & Taft                                                  W. CHRIS COLEMAN
A Professional Corporation                                      ATTORNEY AT LAW

10th Floor   Two Leadership Square                                WRITER DIRECT
211 North Robinson   Oklahoma City, OK 73102-7103                (405) 552-2234
(405) 235-9621   FAX (405) 235-0439                          FAX (405) 228-7434
www.mcafeetaft.com                                 chris.coleman@mcafeetaft.com

                                November 8, 2004

Ms. Barbara C. Jacobs
Assistant Director
Securities Exchange Commission
Washington, DC  20549

                                     Re:  TMS, Inc.
                                          PREM14A filed on September 16, 2003
                                          Supplemental material received on
                                              October 29, 2004
                                          File No. 33-22780

Dear Ms. Jacobs:

     This letter is in response to your comment letter of November 3, 2004 with
respect to the above Proxy Statement and our supplemental material received on
October 29, 2004 in response to your comment letter of October 28, 2004. The
following are our specific responses to each of your comments.

General
-------

     1.   We note that you are incorporating by reference your Form 10-KSB for
          the year ended August 31, 2003 and your Form 10-QSB for the quarter
          ended May 31, 2004. Please revise your proxy to incorporate your
          current audited financial statements pursuant to paragraph (g) of Item
          310 of Regulation S-B.

                    Response: TMS' Annual Report on Form 10-KSB will
               be filed with audited financial statements for the year
               ended August 31, 2004 prior to filing and mailing the
               definitive proxy statement, and will be mailed with the
               proxy statement to the shareholders. The references to
               the financial statements have been accordingly
               modified.

     2.   We refer you to the asset purchase agreement that you filed as an
          exhibit to Form 8-K on October 29, 2003. Supplementally confirm that
          the schedules and exhibits do not contain information that is material
          to an investment decision. Also, supplementally provide us with a copy
          of Schedule 2.1, 2.1A, 2.2 and Exhibit A to your asset purchase
          agreement.

                    Response: We will supplementally provide these
               schedules and exhibits to you and we confirm, as is
               confirmed in the Company's prior letter to you of
               October 29, 2004, that the Company recognizes and
               acknowledges its responsibility for the adequacy and
               accuracy of the disclosures and filings, and therefore
               confirms that the information in the schedules and
               exhibits do not contain information that is material to
               an investment decision by the shareholders.

Questions and Answers about the Proposed Plan of Liquidation
------------------------------------------------------------

     3.   Revise to specifically provide a cross-reference to your discussion of
          the purchase price of the CPT business to Pegasus following your
          discussion of the purchase price under "[w]hat will I receive in the
          liquidation."

                    Response: We have provided the cross-reference
               requested.

     4.   We note your discussion regarding TMS's extension agreement with
          Pegasus. Please revise to disclose the "per calendar day" fee that
          will be paid to Pegasus for the management services that are set forth
          in the extension agreement to the asset purchase agreement. Also, to
          the extent that the fees will impact the expected cost of liquidation,
          please disclose. For example, will the fee to be paid to Pegasus
          impact the estimated cost of liquidation of $415,000? If so, explain
          and quantify. In this regard, to the extent applicable, revise the
          table under "Distributions of Shareholders."

                    Response: We have added under the heading "Conduct
               of Business Prior to the Closing of the Sale" a
               statement to the effect that the Company has agreed to
               pay Pegasus a fee for management services of $1,000 per
               calendar day and we have also added a statement that
               the fees and expenses will not increase the estimated
               cost of liquidation if this transaction closes.

     5.   You disclose that the fees will not be payable to Pegasus if the
          transaction is closed by December 15, 2004. However, it does not
          appear that the extension to the asset purchase agreement dated
          October 18, 2004 includes a provision that would release TMS from the
          $1,000 per calendar day payment. Please supplementally advise or
          revise your disclosure. If TMS will be released from the daily
          management fee, explain what will happen to the fees and expenses that
          have already accrued.

                    Response: In paragraph 1(g) of the extension
               letter it specifically provides that if the transaction
               is closed, any amounts paid by TMS to Parent and/or
               Buyer shall not reduce the amount due from the Buyer at
               Closing. Because the purchase price was calculated as
               of September 30, 2004, these fees do not reduce the
               purchase price payable to the shareholders and will
               have no impact whatsoever on the amount payable to the
               shareholders, therefore no revision is required.

Description of Asset Purchase Agreement with Pegasus
----------------------------------------------------

     6.   We note that the cash amount to be paid by Pegasus depends on TMS's
          cash balance at closing. For illustrative purposes, disclose your cash
          balance the amount of the cash/note that TMS would receive as of the
          most recent practicable date.

                    Response: The total purchase price has remained
               unchanged at $2.2 million as disclosed in the proxy
               statement. The cash price will be $1.6 million, as
               already disclosed and the note amount will be $.6
               million, as already disclosed. The most practical date
               that a cash balance can be accurately given is
               September 30, 2004; the cash balance is $1.3 million,
               therefore there will not be any change in the purchase
               price. We currently estimate that the cash balance as
               of October 31, 2004 will be also $1.3 million. We do
               not believe adding this assists the reader and in fact
               could cause some confusion.

     7.   You discuss the potential purchase price as of September 30, 2004.
          Please update your disclosure as of the most recent practicable date.

                    Response: See response to No. 6 above.

     8.   We refer you to the disclosure that amounts remaining uncollected at
          the time of payment of the note will be a direct reduction of the
          note. Disclosure the ultimate anticipated purchase price of the CPT
          business to Pegasus considering TMS's expected uncollectible accounts.

                    Response: We have used in all disclosures,
               estimates and tables the full purchase price being
               paid. At page 18 under "Description of Asset Purchase
               Agreement with Pegasus - Purchase Price" we have
               specifically discussed the collections of accounts
               receivable and advised that the reserve fund collected
               account is only $4,000, therefore we do not believe any
               additional revision is appropriate.

     9.   Please revise your disclosure to address TMS's net asset value on the
          purchase price of the CPT business as set forth in 2.8(b) of the asset
          purchase agreement.

                    Response: The net asset value as of the September
               30, 2004 purchase price date is $1,646,000. Since that
               exceeds the $1.4 million baseline net asset value by
               $246,000 the $2 million baseline purchase price is
               increased to $246,000 and becomes $2,246,000. We have
               rounded down to $2.2 million for disclosure purposes.
               If we expand disclosure to include discussions
               regarding the above, we are bogging the shareholders
               down with mechanics of the calculation when all that is
               important to the shareholders is the $2.2 million. We
               believe that it would add confusion to discuss this
               calculation.

     We believe that we have addressed the concerns raised by staff and desire
to be in a position to submit a final proxy statement as soon as possible.

                                        Very truly yours,

                                        W. CHRIS COLEMAN
                                        W. Chris Coleman

WCC/slf
<PAGE>

                                    TMS, INC.
                               206 WEST 6TH AVENUE
                           STILLWATER, OKLAHOMA 74074

                         SPECIAL MEETING OF SHAREHOLDERS

                                December 17, 2004

                                                               November 12, 2004

Dear Fellow Shareholder:

     You are cordially invited to attend a special meeting of shareholders of
TMS, Inc. (the "Company") to be held in Room 119 of the Stillwater Public
Library, 1107 South Duck, Stillwater, Oklahoma, on December 17, 2004, at 10:00
a.m., local time.

     At the special meeting, we will ask you to approve the sale of our
Component Products Technologies business (the "CPT Business") to Pegasus Imaging
Corporation ("Pegasus") and a plan of liquidation for the Company.

     The Board of Directors approved the sale of the CPT Business, subject to
shareholder approval, and in connection with such approval, also adopted a plan
of liquidation. Under the plan of liquidation, the board of directors will file
a certificate of dissolution for the Company, wind up the Company's affairs,
endeavor to convert all of the assets of the Company into cash or cash
equivalents, pay from Company funds all Company liabilities, including
establishing a reserve to fund contingent liabilities in an amount to be
determined as information concerning such contingencies becomes available, and
distribute the net proceeds of the liquidation to shareholders. In connection
with approving the plan of liquidation, we estimate that you will receive total
liquidation proceeds of between $0.145 and $0.16 per share of common stock.
However, no assurance can be given as to the actual amount of liquidation
proceeds that will be available for distribution.

     The affirmative vote of at least two-thirds (2/3) of the outstanding shares
of our common stock is required to approve the sale of the CPT Business to
Pegasus and the plan of liquidation.

     In connection with approving the sale of the CPT Business to Pegasus and
the plan of liquidation the board determined that the sale to Pegasus and plan
of liquidation are in the best interests of the shareholders and recommends that
you vote "FOR" approval of the sale and plan. You should carefully read the
description of the sale to Pegasus in the proxy statement and the plan of
liquidation, a copy of which is attached as Appendix A to the accompanying proxy
statement.

     At the special meeting, you will also be asked to transact such other
business as may properly come before the meeting or any adjournment or
postponement thereof. It is not anticipated that any other matter will be
brought before the special meeting. If other matters are properly presented,
however, proxies will be voted in accordance with the discretion of the proxy
holders.

     Your vote is important. Whether or not you plan to attend the special
meeting, you are requested to promptly sign, date and mail the enclosed proxy
card in the postage-paid envelope provided. Returning a signed proxy card will
not prevent you from voting your shares in person if you subsequently choose to
attend the special meeting, but your presence, without further action, at the
special meeting will not constitute revocation of a previously delivered proxy.

     On behalf of your board of directors, thank you for your continued support.

                                           Sincerely,

                                           DEBORAH D. MOSIER
                                           President and Chief Financial Officer
<PAGE>

                                    TMS, INC.

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON DECEMBER 17, 2004

To the Shareholders of
TMS, Inc.

     This special meeting of shareholders of TMS, Inc.. will be held on Friday,
December 17, 2004, in Room 119 of the Stillwater Public Library, 1107 South
Duck, Stillwater, Oklahoma, at 10:00 a.m., local time, and at any adjournment or
adjournments thereof, for the following purposes:

     1.   To consider and vote upon a sale of the Company's Component Products
          Technologies business to Pegasus Imaging Corporation and the Asset
          Purchase Agreement entered into by the Company, Pegasus, and PIC
          Acquisition, Inc., a subsidiary of Pegasus; and

     2.   To consider and vote upon a plan of liquidation, and to ratify and
          approve the transactions described in the accompanying proxy statement
          which the Company and its board of directors have undertaken in
          connection with the plan of liquidation;

     3.   To transact such other business as may properly come before the
          meeting.

     The board of directors currently knows of no other business to be presented
by or on behalf of TMS.

     Only shareholders of record at the close of business on October 22, 2004
will be entitled to notice of, and to vote at, the special meeting or any
adjournment or postponement of the meeting.

                                    IMPORTANT

     Your proxy is important to assure a quorum at the meeting. Whether or not
you expect to attend the meeting, please vote in any one of the following ways:

Please note that all votes cast  o call 1-800-758-6973 from the U.S. or  Canada
via telephone or the internet
must be cast before 11:59 p.m.   o log on to http://www.eproxyvote.com/tmss; or
(Central Time) on
December 15, 2004.               o mark, sign, date and promptly return the
                                   enclosed proxy card in the postage-paid
                                   envelope.  It requires no postage if mailed
                                   in the United States.

                                          By Order of the Board of Directors

                                          DEBORAH D. MOSIER,
                                          President and Chief Financial Officer

Stillwater, Oklahoma
November 12, 2004
<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE

SUMMARY.....................................................................1
GENERAL INFORMATION FOR THE SPECIAL MEETING.................................6
BACKGROUND OF THE COMPANY'S DECISION TO LIQUIDATE...........................8
RECOMMENDATION OF THE BOARD........................................