AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2003

                                               REGISTRATION NO. 333-____________



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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                               TMI HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     FLORIDA
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   65-0309540
                                (I.R.S. Employer
                               Identification No.)

                         4463 PAHE'E STREET, SUITE 203-B
                                LIHUE, HI  96766
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                               W. Michael Sessions
                         4463 Pahe'e Street, Suite 203-B
                                Lihue, HI  96766
                                 (808) 368-1819
           (Name, Address, and Telephone Number of Agent for Service)


                                   COPIES TO:

                              Craig V. Butler, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 220
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

<PAGE>
<TABLE>
<CAPTION>

                                       CALCULATION  OF  REGISTRATION  FEE



<S>                     <C>            <C>                           <C>                        <C>
Title of Securities     Amount to be   Proposed Maximum              Proposed Maximum           Amount of
to be Registered        Registered     Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
----------------------  -------------  ----------------------------  -------------------------  -----------------
Common Stock,
Par Value $0.001           250,000(2)  $                       0.76  $                 190,000  $           17.48
----------------------  -------------  ----------------------------  -------------------------  -----------------
TOTAL REGISTRATION FEE     250,000     $                       0.76  $                 190,000  $           17.48
----------------------  -------------  ----------------------------  -------------------------  -----------------
</TABLE>

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin Board on
February  26,  2003.

(2)     Represents  shares  of  common  stock to be issued to consultants of the
Company.


                                        2
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

Note:  The  document(s)  containing  the  information  concerning  the Agreement
between  TMI  Holdings, Inc. ("TMI" or "Registrant") and Richard Dwyer, required
by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  and  the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2 of
Form  S-8  will  be  sent or given to participants as specified in Rule 428.  In
accordance  with  Rule  428  and  the  requirements  of Part I of Form S-8, such
documents  are  not being filed with the Securities and Exchange Commission (the
"Commission")  either  as  part  of this registration statement on Form S-8 (the
"Registration  Statement") or as prospectuses or prospectus supplements pursuant
to  Rule 424.  TMI will maintain a file of such documents in accordance with the
provisions  of  Rule  428.  Upon request, TMI shall furnish to the Commission or
its  staff  a  copy  or  copies  of  all of the documents included in such file.

ITEM  2.     REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.


                                        3
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

     (i)  The  Registrant's  Annual  Report  on  Form  10-KSB for the year ended
December  30,  2001  filed  with  the  Commission  on  April  1,  2002.

     (ii) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September  29,  2002  filed  with  the  Commission  on  November  18,  2002.

     (iii)  All other reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to  Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and  prior  to the filing of a post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Our  Amended  and  Restated  Articles of Incorporation provides that the Company
shall,  to  the  fullest  extent  permitted  by  law, indemnify its officers and
directors  from  and against any and all expenses, liabilities or other matters.

Under  Section  607.0850(1)  of  the  Florida Statutes, a corporation shall have
power  to indemnify any person who was or is a party or is threatened to be made
a  party  to  any  threatened, pending or completed action, suit, or proceeding,
whether  civil,  criminal, administrative or investigative (other than an action
by  or in the right of the corporation), by reason of the fact that he or she is
or  was  a director or officer of the corporation. Such indemnity may be against
expenses  (including  attorneys'  fees),  judgments,  fines  and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or  proceeding,  if  the  person  to be indemnified acted in good faith and in a
manner  reasonably  believed  to be in, or not opposed to, the best interests of
the  corporation  and,  with respect to any criminal action or proceeding, he or
she  must  not  have  had  reasonable  cause  to  believe his or her conduct was
unlawful.

                                        4
<PAGE>

Under  Section  607.0850(2)  of  the  Florida Statutes, a corporation shall have
power  to  indemnify any person who was or is a party to any threatened, pending
or  completed  action or suit by or in the right of the corporation to procure a
judgment  in its favor by reason of the fact that he or she is or was a director
or  officer  of  the  corporation  (including  attorneys'  fees)  actually  and
reasonably  incurred  by him or her in connection with the defense or settlement
of  such  action  or  suit if he or she acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the best interest of the
corporation.

Under Section 607.0850(12) of the Florida Statutes, a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director  or  officer  of the corporation against any liability asserted against
him  or her or incurred by such person in any capacity, or arising out of his or
her  status  as  such,  whether  or  not the corporation would have the power to
indemnify  him  or  her  against such liability under the provisions of the law.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS

3.1(1)       Amended and Restated Articles of Incorporation  of  the  Registrant
             (incorporated  by  reference)

3.2(1)       Amended and Restated  Bylaws  of  the  Registrant  (incorporated by
             reference)

5.1          Opinion  of  The  Lebrecht  Group,  APLC

23.1         Consent  of  The  Lebrecht  Group,  APLC  (included in Exhibit 5.1)

23.2         Consent  of  Berkowitz  Dick  Pollack  &  Brant,  Certified  Public
             Accountants

     (1)  Incorporated by reference from the exhibit filed with the Registrant's
Registration  Statement  on Form SB-2 (File No. 333-5190-A), as originally filed
with  the  Securities  and  Exchange  Commission.


                                        5
<PAGE>

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sales are being
     made,  a  post-effective  amendment  to  this  Registration  Statement:

               (i)  To  include  any prospectus required by section 10(a) (3) of
          the  Securities  Act  of  1933;

               (ii)  To  reflect  in  the prospectus any facts or events arising
          after  the  effective  date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in  the  registration  statement;  and

               (iii)  To  include  any  material  information  with  respect  to
          the plan of  distribution  not  previously  disclosed in the registra-
          tion statement or any material  change  to  such  information  in  the
          registration  statement;  provided, however, that paragraphs (a)(1)(i)
          and  (a)(1)(ii)  do not apply if the registration statement is on Form
          S-3,  Form S-8 or Form F-3 and the information required to be included
          in  a  post-effective  amendment  by  those paragraphs is contained in
          periodic  reports  filed  with  or  furnished to the Commission by the
          registrant  pursuant  to Section 13 or Section 15(d) of the Securities
          Exchange  Act  of  1934  that  are  incorporated  by  reference in the
          registration  statement.

          (2)  That,  for  the  purpose  of  determining any liability under the
     Securities  Act of 1933, each such post-effective amendment shall be deemed
     to  be  a  new  registration  statement  relating to the securities offered
     therein,  and  the offering of such securities at that time shall be deemed
     to  be  the  initial  BONA  FIDE  offering  thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination  of  the  offering.

     (b)  The  undersigned  Registrant  hereby  undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers  and  controlling  persons
of the Registrant pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act

                                        6
<PAGE>

and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                        7
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Lihue,  State  of  Hawaii, on February 27, 2003.

                                                   TMI  Holdings,  Inc.


                                                  /s/  W.  Michael  Sessions
                                                  -----------------------------
                                                  By:     W.  Michael  Sessions
                                                  Its:     President


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:

Signature                        Title                       Date
---------                        -----                       ----


/s/ W.  Michael  Sessions        President,  Secretary       February 27, 2003
-------------------------
W.  Michael  Sessions            and  Director


/s/  John  W. Meyers             Treasurer and               February 27, 2003
-------------------------
John  W.  Meyers                 Director

                                        8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 15325}]
{"company-data": {"conformed-name": "TMI HOLDINGS INC/FL", "cik": "0001016611", "assigned-sic": "5940", "irs-number": "650309540", "state-of-incorporation": "FL", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103578", "film-number": "03590637"}, "business-address": {"street1": "4463 PAHE'E STREET", "street2": "SUITE 203-B", "city": "LIHUE", "state": "HI", "zip": "96766", "phone": "8083844622"}, "mail-address": {"street1": "4463 PAHE'E STREET", "street2": "SUITE 203-B", "city": "LIHUE", "state": "HI", "zip": "96766"}, "former-company": {"former-conformed-name": "THRIFT MANAGEMENT INC", "date-changed": "19960711"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2003

                                               REGISTRATION NO. 333-____________

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                               TMI HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     FLORIDA
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   65-0309540
                                (I.R.S. Employer
                               Identification No.)

                         4463 PAHE'E STREET, SUITE 203-B
                                LIHUE, HI  96766
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                               W. Michael Sessions
                         4463 Pahe'e Street, Suite 203-B
                                Lihue, HI  96766
                                 (808) 368-1819
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                              Craig V. Butler, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 220
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240
CALCULATION  OF  REGISTRATION  FEE
Title of Securities     Amount to be   Proposed Maximum              Proposed Maximum           Amount of
to be Registered        Registered     Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
----------------------  -------------  ----------------------------  -------------------------  -----------------
Common Stock,
Par Value $0.001           250,000(2)  $                       0.76  $                 190,000  $           17.48
----------------------  -------------  ----------------------------  -------------------------  -----------------
TOTAL REGISTRATION FEE     250,000     $                       0.76  $                 190,000  $           17.48
----------------------  -------------  ----------------------------  -------------------------  -----------------
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin Board on
February  26,  2003.

(2)     Represents  shares  of  common  stock to be issued to consultants of the
Company.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

Note:  The  document(s)  containing  the  information  concerning  the Agreement
between  TMI  Holdings, Inc. ("TMI" or "Registrant") and Richard Dwyer, required
by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  and  the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2 of
Form  S-8  will  be  sent or given to participants as specified in Rule 428.  In
accordance  with  Rule  428  and  the  requirements  of Part I of Form S-8, such
documents  are  not being filed with the Securities and Exchange Commission (the
"Commission")  either  as  part  of this registration statement on Form S-8 (the
"Registration  Statement") or as prospectuses or prospectus supplements pursuant
to  Rule 424.  TMI will maintain a file of such documents in accordance with the
provisions  of  Rule  428.  Upon request, TMI shall furnish to the Commission or
its  staff  a  copy  or  copies  of  all of the documents included in such file.

ITEM  2.     REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

     (i)  The  Registrant's  Annual  Report  on  Form  10-KSB for the year ended
December  30,  2001  filed  with  the  Commission  on  April  1,  2002.

     (ii) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September  29,  2002  filed  with  the  Commission  on  November  18,  2002.

     (iii)  All other reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to  Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and  prior  to the filing of a post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Our  Amended  and  Restated  Articles of Incorporation provides that the Company
shall,  to  the  fullest  extent  permitted  by  law, indemnify its officers and
directors  from  and against any and all expenses, liabilities or other matters.

Under  Section  607.0850(1)  of  the  Florida Statutes, a corporation shall have
power  to indemnify any person who was or is a party or is threatened to be made
a  party  to  any  threatened, pending or completed action, suit, or proceeding,
whether  civil,  criminal, administrative or investigative (other than an action
by  or in the right of the corporation), by reason of the fact that he or she is
or  was  a director or officer of the corporation. Such indemnity may be against
expenses  (including  attorneys'  fees),  judgments,  fines  and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or  proceeding,  if  the  person  to be indemnified acted in good faith and in a
manner  reasonably  believed  to be in, or not opposed to, the best interests of
the  corporation  and,  with respect to any criminal action or proceeding, he or
she  must  not  have  had  reasonable  cause  to  believe his or her conduct was
unlawful.

                                        4
Under  Section  607.0850(2)  of  the  Florida Statutes, a corporation shall have
power  to  indemnify any person who was or is a party to any threatened, pending
or  completed  action or suit by or in the right of the corporation to procure a
judgment  in its favor by reason of the fact that he or she is or was a director
or  officer  of  the  corporation  (including  attorneys'  fees)  actually  and
reasonably  incurred  by him or her in connection with the defense or settlement
of  such  action  or  suit if he or she acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the best interest of the
corporation.

Under Section 607.0850(12) of the Florida Statutes, a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director  or  officer  of the corporation against any liability asserted against
him  or her or incurred by such person in any capacity, or arising out of his or
her  status  as  such,  whether  or  not the corporation would have the power to
indemnify  him  or  her  against such liability under the provisions of the law.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS

3.1(1)       Amended and Restated Articles of Incorporation  of  the  Registrant
             (incorporated  by  reference)

3.2(1)       Amended and Restated  Bylaws  of  the  Registrant  (incorporated by
             reference)

5.1          Opinion  of  The  Lebrecht  Group,  APLC

23.1         Consent  of  The  Lebrecht  Group,  APLC  (included in Exhibit 5.1)

23.2         Consent  of  Berkowitz  Dick  Pollack  &  Brant,  Certified  Public
             Accountants

     (1)  Incorporated by reference from the exhibit filed with the Registrant's
Registration  Statement  on Form SB-2 (File No. 333-5190-A), as originally filed
with  the  Securities  and  Exchange  Commission.

                                        5
ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sales are being
     made,  a  post-effective  amendment  to  this  Registration  Statement:

               (i)  To  include  any prospectus required by section 10(a) (3) of
          the  Securities  Act  of  1933;

               (ii)  To  reflect  in  the prospectus any facts or events arising
          after  the  effective  date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in  the  registration  statement;  and

               (iii)  To  include  any  material  information  with  respect  to
          the plan of  distribution  not  previously  disclosed in the registra-
          tion statement or any material  change  to  such  information  in  the
          registration  statement;  provided, however, that paragraphs (a)(1)(i)
          and  (a)(1)(ii)  do not apply if the registration statement is on Form
          S-3,  Form S-8 or Form F-3 and the information required to be included
          in  a  post-effective  amendment  by  those paragraphs is contained in
          periodic  reports  filed  with  or  furnished to the Commission by the
          registrant  pursuant  to Section 13 or Section 15(d) of the Securities
          Exchange  Act  of  1934  that  are  incorporated  by  reference in the
          registration  statement.

          (2)  That,  for  the  purpose  of  determining any liability under the
     Securities  Act of 1933, each such post-effective amendment shall be deemed
     to  be  a  new  registration  statement  relating to the securities offered
     therein,  and  the offering of such securities at that time shall be deemed
     to  be  the  initial  BONA  FIDE  offering  thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination  of  the  offering.

     (b)  The  undersigned  Registrant  hereby  undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers  and  controlling  persons
of the Registrant pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act

                                        6
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                        7
SIGNATURES

     Pursuant  to  the  requirements  of  the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Lihue,  State  of  Hawaii, on February 27, 2003.

                                                   TMI  Holdings,  Inc.

                                                  /s/  W.  Michael  Sessions
                                                  -----------------------------
                                                  By:     W.  Michael  Sessions
                                                  Its:     President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:

Signature                        Title                       Date
---------                        -----                       ----

/s/ W.  Michael  Sessions        President,  Secretary       February 27, 2003
-------------------------
W.  Michael  Sessions            and  Director

/s/  John  W. Meyers             Treasurer and               February 27, 2003
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John  W.  Meyers                 Director

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