As filed with the Securities and Exchange Commission on July 23, 2001.

                                                  Registration No. 333-________


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   FORM S-8


                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   TMS, INC.
              (Exact name of registrant as specified in its charter)


       Oklahoma                                      91-1098155
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

206 West Sixth Avenue
P.O. Box 1358 Stillwater, Oklahoma                             74074
(Address of Principal Executive Offices)                     (Zip Code)


                      TMS, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                             Deborah D. Mosier
                                President
                            206 West Sixth Avenue
                           Stillwater, Oklahoma 74074
                    (Name and address of agent for service)

                              (405) 377-0880
               (Telephone number, including area code, of agent for service)

                                Copies to:

                             Douglas A. Branch, Esq.
                    Phillips McFall McCaffrey McVay & Murrah, P.C.
                        12th Floor, One Leadership Square
                              211 North Robinson
                          Oklahoma City, Oklahoma 73102
                              (405) 235-4100

<TABLE>
<CAPTION>

                       CALCULATION OF REGISTRATION FEE
================================================================================
                                                  Proposed    Proposed
                                                  maximum     maximum
                                 Amount           offering    aggregate    Amount
Title of Securities to           to be            price per   offering   registration
  be registered                 Registered         share       price        fee
----------------------------------------------------------------------------------
Common Stock, $.05 par value  1,000,000 shares    $.1615      $161,500     $40.38
==================================================================================
<S>                           <C>                 <C>          <C>         <C>
(1)  Estimated  solely  for  the  purposes of  calculating  the  amount  of  the
registration fee pursuant to Rule 457(h)(1). The proposed maximum offering price
per  share and aggregate offering price are based upon 85% of the average of the
bid  and  ask prices of the shares as of July 18, 2001, as reported on the  NASD
Non-NASDAQ OTC Bulletin Board.



<PAGE>




                                     PART I
                  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


TMS,  Inc. (the "Registrant") will send or give to all participants in the  TMS,
Inc. Employee Stock Purchase Plan (the "Purchasers"), the document(s) containing
information  specified  by  Part I of this Form S-8  registration  statement  as
specified  in  Rule  428(b)(1)  promulgated  by  the  Securities  and   Exchange
Commission under the Securities Act of 1933.  The Registrant has not filed  such
document(s)  with  the Commission, but such documents (along with  the  document
incorporated by reference into this registration statement pursuant to Item 3 of
Part  II  hereof)  shall constitute a prospectus that meets the requirements  of
Section 10(a) of the 1933 Act.

                                     PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

     The following documents previously filed by the Registrant with the
Securities and Exhange Commission are hereby incorporated by reference  in  this
registration statement:

          (a)  The  Registrant's annual report on Form 10-KSB filed pursuant  to
               Section  13(a)  or 15(d) of the Securities and  Exchange  Act  of
               1934,  as amended (the "Exchange Act"), for the fiscal year ended
               August 31, 2000;

          (b)  All  other  reports filed by the Registrant pursuant to  Sections
               13(a)  or  15(d) of the Exchange Act since the end of the  fiscal
               year covered by the annual report referred to in (a) above.

          (c)  The  description of the Registrant's common stock, par value $.05
               per  share  (the  "Common Stock"), contained in the  Registrant's
               Registration  Statement on Form 10 as filed with  the  Commission
               on   January   17,   1990,  including  any  amendment   to   such
               registration  statement  or  report  filed  for  the  purpose  of
               updating such description.

          (d)  All   reports  or  other  documents  subsequently  filed  by  the
               Registrant  with  the  Commission  pursuant  to  Sections  13(a),
               13(c),  14  and  15(d) of the Exchange Act, prior to  the  filing
               date  of  a  post-effective amendment which  indicates  that  all
               securities  offered  have  been sold  or  which  deregisters  all
               securities  then  remaining  unsold,  shall  be  deemed   to   be
               incorporated  by  reference herein and  to  be  a  part  of  this
               registration  statement  from the date  of  the  filing  of  such
               reports and documents.

     Any statement contained in a document incorporated, or deemed to be
incorporated,  by reference herein shall be deemed to be modified or  superseded
for  purposes  of  this registration statement to the extent  that  a  statement
contained herein or in any other subsequently filed document which also is or is
deemed  to  be  incorporated  by reference herein modifies  or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as  so  modified  or  superseded, to constitute  a  part  of  this  registration
statement.

Item 4. Description of Securities

     Not applicable.

<PAGE>  2

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     The Registrant's Bylaws provide that directors and officers of the
Registrant  may be indemnified by the Registrant for acts taken by such  persons
while  acting in their capacities as officers or directors of Registrant to  the
extent  that any such acts were taken in good faith and the officer or  director
reasonably  believed that acts to be in or not opposed to the best interests  of
the Registrant, and, with respect to criminal action or proceedings, the officer
or  director  had  no  reasonable cause to believe  his  conduct  was  unlawful.
Insofar  as  indemnification for liabilities arising under the 1933 Act  may  be
permitted pursuant to the foregoing provisions, the Registrant has been informed
that  in  the  opinion of the Commission such indemnification is against  public
policy as expressed in the 1933 Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits


        The following are exhibits to this Form S-8 registration statement.

        Exhibit                         Name of Exhibit
        -------                         ---------------

           4.1       Form  of  Stock Certificate, incorporated by  reference  to
                     Exhibit 4.1 to the Registrant's Amendment No. 1 to Form  S-
                     4  Registration Statement (No. 33-64649) as filed with  the
                     Commission on January 23, 1996.

           4.2       TMS,    Inc    Employee   Stock   Purchase   Plan    (filed
                     electronically herewith).

           5.1       Opinion  of Phillips McFall McCaffrey McVay & Murrah,  P.C.
                     (filed electronically herewith).

           23.1      Consent of KPMG LLP (filed electronically herewith).

           23.2      Consent  of Phillips McFall McCaffrey McVay & Murrah,  P.C.
                     (filed electronically herewith).

           24.1      Power  of  Attorney  (included as  part  of  the  Signature
                     Page).


Item 9. Undertakings


   (a)      The undersigned Registrant hereby undertakes:

            (1)  To  file,  during  any  period in  which  it  offers  or  sells
                 securities,  a  post-effective amendment to  this  registration
                 statement to;



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

                     (ii)   Reflect  in  the  prospectus  any  facts  or  events
                            which,   individually  or  together,   represent   a
                            fundamental  change  in  the  information   in   the
                            registration    statement.    Notwithstanding    the
                            foregoing,  any increase or decrease  in  volume  of
                            securities  offered (if the total  dollar  value  of
                            securities offered would not exceed that  which  was
                            registered) and any deviation from the low  or  high
                            end  of the estimated maximum offering range may  be
                            reflected in the form of prospectus filed  with  the
                            Commission  pursuant  to  Rule  424(b)  if,  in  the
                            aggregate,   the   changes  in  volume   and   price
                            represent  no more than a 20% change in the  maximum
                            aggregate   offering  price   set   forth   in   the
                            "Calculation  of  Registration  Fee"  table  in  the
                            effective registration statement;

                     (iii)  Include   any   additional   or   changed   material
                            information on the plan of distribution.

<PAGE>  3

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs is contained in periodic reports filed by  the  registrant
pursuant  to  Section 13 or 15(d) of the Exchange Act that are  incorporated  by
reference in the registration statement.

             (2)    For determining liability under the Securities Act, treat
each  such  post-effective  amendment as a new  registration  statement  of  the
securities offered, and the offering of the securities at that time  to  be  the
initial bona fide offering.


             (3)    File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

      (b)    For purposes of determining any liability under the 1933 Act, 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 1933
Act  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 1933 Act  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  1933 Act and  will  be  governed  by  the  final
adjudication of such issue.

<PAGE>  4

                                 SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it 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 Stillwater, State of Oklahoma, on the  23rd  day  of
July, 2001.


                               TMS, INC.

                               By:   /s/ Deborah D. Mosier
                                     -------------------------------
                                     Deborah D. Mosier
                                     President

                               By:   /s/ Kent Warkentin
                                     -------------------------------
                                     Kent Warkentin
                                     Controller


       Know all persons by these presents, that each person whose signature
appears  below  constitutes and appoints Deborah D. Mosier his true  and  lawful
attorney-in-fact and agent, with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
amendments  to  this Form S-8, and to file the same, with all exhibits  thereto,
and  other  documents in connection therewith, with the Securities and  Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact  and
agents, or her substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.


       Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed by the following  persons  in  the
capacities and on the date indicated.

Signature                                   Title               Date

/s/  Deborah D. Mosier                      President           July 23, 2001
------------------------------------------
     Deborah D. Mosier
Principal Executive and Financial Officer

/s/  Kent Warkentin                         Controller          July 23, 2001
------------------------------------------
     Kent Warkentin
Principal Accounting Officer

/s/  Russell W. Teubner                     Chairman of the     July 23, 2001
------------------------------------------  Board of Directors
     Russell W. Teubner

/s/  Rudy J. Alvarado                       Director            July 23, 2001
------------------------------------------
     Rudy J. Alvarado

/s/  Doyle E. Cherry                        Director            July 23, 2001
------------------------------------------
     Doyle E. Cherry

/s/  Dr. James R. Rau, M.D.                 Director            July 23, 2001
------------------------------------------
     Dr. James R. Rau, M.D.

/s/  Marshall C. Wicker                     Director            July 23, 2001
------------------------------------------
     Marshall C. Wicker

<PAGE>  5

                                                                     Exhibit 4.2

                                   TMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


     The TMS, Inc. Employee Stock Purchase Plan (the "Plan") is intended to
provide  the eligible employees of TMS, Inc. (the "Company") and its  qualifying
subsidiaries  a  convenient means of purchasing shares of the  Company's  common
stock,  par value $.05 per share (the "Stock"). The Plan is intended to  qualify
as  an  "employee stock purchase plan" under Section 423 of the Internal Revenue
Code  of  1986, as amended (the "Code"), and shall be administered,  interpreted
and  construed in a manner consistent with the requirements of that  section  of
the Code.

                                  ARTICLE I
                                 DEFINITIONS
                                 ===========

     1.1.    "Account" means the book keeping account established on behalf
of   each   participant  by  the  Administrator  to  record  payroll   deduction
contributions  made  by such Participant and shares of Stock  purchased  on  his
behalf.

     1.2.    "Administrator" means the individual or committee appointed
pursuant to Article VIII to administer the Plan.

     1.3.    "Board" means the Board of Directors of the Company.

     1.4.    "Business Day" means each day on which the Exchange (as defined in
Section 4.2) is open for business.

     1.5.    "Compensation" means all regular salary, wages or earnings,
including  but  excluding overtime, commissions, bonuses, amounts realized  from
the  exercise  of  a qualified or non-qualified stock option and  other  special
incentive payments, fees or allowances.

     1.6.    "Effective Date" means August 1, 1999, subject to the provisions
of Section 9.8 of the Plan.

     1.7.    "Employee" means any person who is employed by the Company except
an employee whose customary employment is:

             (a)  less than 20 hours per week; or

             (b)  less than 5 months a year.

For  the  purpose  of  determining whether an individual  is  an  Employee,  the
definition of Company shall also include the Company's subsidiaries, if any,  as
defined under Code section 424(f).

     1.8.    "Entry Date" means October 15, January 15, April 15, July 15 of
each Plan Year.

     1.9.    "Offering Commencement Date" means the first Business Day of each
Offering Period.

     1.10.   "Offering Period" means each three month period.

     1.11.   "Offering Termination Date" means the last Business Day of each
Offering Period.

<PAGE>

     1.12.   "One Month of Service" means a one-month period during which
an individual was an Employee.

     1.13.   "Participant" means an Employee who has met the eligibility
requirements  of Article II and who has elected to participate  pursuant  to  an
election under Section 3.1.

     1.14.   "Plan Year" means the 12-month period ending December 31.

     1.15.   "Shares" means shares of Stock that have been allocated to a
Participant's Account.

                                   ARTICLE II
                                  ELIGIBILITY
                                  ===========

     2.1.    Eligibility.  Except as provided in Section 3.6, an Employee who
has completed One Month of Service prior to the Effective Date and who continues
to  be  employed by the Company shall be eligible to participate in the Plan  as
of  the  Effective  Date.  All other Employees, except as  provided  in  Section
3.6,  shall  be  eligible  to  participate in the Plan  as  of  the  Entry  Date
coinciding with or next following the completion of One Month of Service.

     2.2.    Eligibility Restrictions.  A Participant who elects to
terminate  participation in the Plan in accordance with  Section  3.5  shall  be
prohibited  from participating in the Plan until the Entry Date  next  following
the date of such termination.

                                  ARTICLE III
                                 PARTICIPATION
                                 =============

     3.1.    Commencement of Participation.  An eligible Employee may become a
Participant  in  the  Plan  on  any  Entry  Date  by  completing  an  enrollment
and  payroll  deduction  form and delivering it to  the  Company  in  accordance
with procedures established by the Administrator.

     3.2.    Payroll Deduction.  At the time a Participant files his enrollment
and  payroll  deduction form, he shall elect to have after-tax  deductions  made
from  his  Compensation by a whole percentage that is not less than 1% nor  more
than 10% of his Compensation.

     3.3.    Participants' Accounts.  All payroll deductions made from a
Participant's  Compensation  shall  be credited  to  his  Account  and  used  to
purchase shares of Stock in accordance with Article V. Contributions credited to
a  Participant's  Account  shall  not accrue interest  or  earnings  during  the
period  prior  to  being  used to purchase shares of Stock  in  accordance  with
Article V.

     3.4.    Changes in Payroll Deductions.  The percentage designated by a
Participant   as   his   rate   of  contribution   under   Section   3.2   shall
automatically  apply to increases and decreases in his Compensation.  Except  as
provided  in  Section 3.5, a Participant may elect to change  the  rate  of  his
contributions to any other permissible rate effective as of the first day of the
first  payroll  period  of any Offering Period provided  the  Participant  files
written  notice with the Administrator of an election to change his contribution
rate at least ten (10) Business Days before the effective date of the election.

<PAGE>  2

     3.5.    Suspension and Resumption of Payroll Deductions.  A Participant
may  terminate contributions under the Plan as of the first day of  any  payroll
period  by  filing written notice thereof with the Administrator  at  least  ten
(10)  Business Days before the effective date of the termination.  A Participant
who  has  terminated  his  participation in the  Plan  in  accordance  with  the
preceding provisions, shall be prohibited from resuming contributions under  the
Plan until the following Entry Date. A Participant whose contributions have been
terminated in accordance with the preceding provisions, may resume contributions
under the Plan in accordance with Section 2.2.

     3.6.    Restrictions on Participation.  Notwithstanding any provisions of
the  Plan to the contrary, no Employee shall be granted an option to participate
in the Plan under the following conditions:

             (a)    No Employee shall be granted an option if, immediately
     after  the  grant,  such Employee would own stock, and/or hold  outstanding
     options  to  purchase stock, possessing 5% or more of  the  total  combined
     voting  power or value of all classes of stock of the Company (for purposes
     of  this paragraph, the rules of Section 424(d) of the Code shall apply  in
     determining stock ownership of any Employee); or

             (b)    No Employee shall be granted an option which permits his
     rights  to  purchase  Stock  under the Plan and all  other  employee  stock
     purchase plans (as described in Section 423 of the Code) of the Company  to
     accrue  at a rate which exceeds $25,000 of fair market value of such  Stock
     (determined at the time such option is granted) for each calendar  year  in
     which  such option is outstanding at any time. For purposes of this Section
     3.6(b):

                    (i)    the right to purchase Stock under an option accrues
             when  the option (or any portion thereof) first becomes exercisable
             during the calendar year;

                    (ii)   the right to purchase Stock under an option accrues
             at  the  rate provided in the option, but in no case may such  rate
             exceed  $25,000  of fair market value of such Stock (determined  at
             the time such option is granted) for any one calendar year; and

                    (iii)  a right to purchase Stock which has accrued under
             one  option granted pursuant to a plan may not be carried  over  to
             any other option.




                                   ARTICLE IV
                                   OFFERINGS
                                   ==========


      4.1.   Quarterly Offerings.  The Plan shall be implemented through
quarterly offerings of the Company's Stock.  Each Offering Period shall begin on
the  Offering Commencement Date and shall end on the Offering Termination  Date;
provided,  however, if the first Offering Period commences prior to  stockholder
approval  of  the Plan, the Offering Termination Date for such initial  Offering
Period  shall  not  occur  until  the end of the quarter  in  which  stockholder
approval of the Plan is secured.

      4.2.   Purchase Price.  The "Purchase Price" per share of Stock with
respect to each Offering Period shall be the lesser of:

             (a)  Eighty-five percent (85%) of the official average of the bid
     and  ask price of the  Stock on the Offering Termination Date on the Nasdaq
     OTC  Market (or on such other national securities exchange upon  which  the
     Stock  may  then  be listed, hereinafter referred to as the "Exchange")  or
     if   no  sale of Stock occurred on such date, the official average  of  the
     bid and ask price on the preceding Business Day; or

             (b)  Eighty-five percent (85%) of the official average of the bid
     and  ask  price  of  the  Stock on the Offering Commencement  Date  on  the
     Exchange  (or if no sale of Stock occurred on such date, the closing  price
     on the preceding business day).

<PAGE>  3

      4.3.   Maximum Offering.  The maximum number of shares of Stock which
shall  be  issued  under  the  Plan,  subject  to  adjustment  upon  changes  in
capitalization  of  the Company as provided in Section 9.3, shall  be  1,000,000
shares.   At  the beginning of each Offering Period, the Board shall  specify  a
maximum  number of shares which may be purchased by any Employee as  well  as  a
maximum  aggregate  number  of shares which may be  purchased  by  all  eligible
Employees  pursuant to such quarterly offering.  If the total number  of  shares
which  would be purchased during any Offering Period exceeds the maximum  number
of  available shares, the Administrator shall make a pro rata allocation of  the
available shares in a manner that it determines to be equitable and the  balance
of payroll deductions credited to the Accounts of Participants shall be returned
to such Participants as soon as administratively practicable.

                                   ARTICLE V
                               PURCHASE OF STOCK
                               =================


      5.1.  Automatic Exercise.  On each Offering Termination Date, each
Participant  shall  automatically and without any act  on  his  part  be  deemed
to  have  purchased Stock to the full extent of the payroll deductions  credited
to  his  Account during the Offering Period ending on such Offering  Termination
Date.

      5.2.   Fractional Shares.  Fractional shares of Stock may not be
purchased under the Plan.

      5.3.   Acquisition of Stock.  The Company may acquire Stock for use under
the  Plan  from  authorized but unissued shares, treasury shares,  in  the  open
market or in privately negotiated transactions.

      5.4.   Accounting for Purchased Stock.  All shares of Stock purchased
pursuant  to  Section  5.1  shall be allocated  as  Shares  to  the  appropriate
Participant's Account as of the Offering Termination Date on which  such  shares
are purchased.

                                   ARTICLE VI
                                   ACCOUNTING
                                   ==========

      6.1.   General.  The Administrator shall establish procedures to account
for  payroll  deductions  made  by  a  Participant,  the  number  of  Shares  of
Stock purchased on a Participant's behalf and the number of Shares allocated  to
a Participant's Account.

      6.2.   Registration of Stock.  Shares of Stock allocated to a
Participant's  Account shall be registered in the name of  the  Company  or  its
nominee  for  the  benefit of the Participant on whose behalf such  shares  were
purchased.

      6.3.   Accounting for Distributions.  Shares of Stock distributed or sold
from  a  Participant's Account shall be debited from his Account on a  first-in,
first-out basis.

      6.4.   Account Statements.  Each Participant shall receive at least
semi-annual  statements of all payroll deductions and shares of Stock  allocated
to his Account together with all other transactions affecting his Account.

                                   ARTICLE VII
                          WITHDRAWALS AND DISTRIBUTIONS
                          =============================

<PAGE>  4

      7.1.   Withdrawal of Shares.  A Participant may elect to withdraw any
number  of  Shares  allocated to his Account by providing  notification  to  the
Company in accordance with procedures established by the Administrator. As  soon
as  administratively  practicable  following  notification  of  a  Participant's
election  to  withdraw  Shares,  the Administrator  shall  cause  a  certificate
representing  the  number  of Shares to be withdrawn  to  be  delivered  to  the
Participant.

      7.2.   Distribution Upon Termination.  As soon as administratively
practicable after a Participant's termination of employment with the Company  or
a  participating  subsidiary for any reason, a certificate representing  all  of
such  Participant's Shares shall be distributed to him (or his executor, in  the
event of his death).

      7.3.   Distribution of Payroll Deductions.  In the event a Participant
terminates  his  employment  with the Company or a participating  subsidiary  or
his  participation  in  the  Plan is terminated pursuant  to  Section  3.5,  any
payroll  deductions  allocated to his Account and not yet  applied  to  purchase
Stock in accordance with Section 5.1 shall be distributed to him in a cash  lump
sum as soon as administratively practicable thereafter.

                                 ARTICLE VIII
                                ADMINISTRATION
                                ==============

      8.1.   Appointment of Administrator.  The Board shall appoint an
individual  or  committee  comprised of so  many  members  as  the  Board  shall
determine to administer the Plan.  The Board may from time to time, if the  Plan
is   administered  by  a  committee,  appoint  members  to  the   committee   in
substitution  for or in addition to members previously appointed  and  may  fill
vacancies, however caused, in the committee.

      8.2.   Authority of Administrator.  The Administrator shall have the
exclusive  power  and  authority  to administer  the  Plan,  including,  without
limitation, the right and power to interpret the provisions of the Plan and make
all  determinations deemed necessary or advisable for the administration of  the
Plan.  All  such actions, interpretations and determinations which are  done  or
made  by  the Administrator in good faith shall be final, conclusive and binding
on  the  Company, the Participants and all other parties and shall  not  subject
the Administrator to any liability.

      8.3.   Administrator Procedures.  The Administrator shall hold its
meetings  at  such  times  and places as it shall deem advisable  and  may  hold
telephone  meetings.   In the event that the Administrator  is  a  committee,  a
majority  of its members shall constitute a quorum and all determinations  shall
be  made by a majority of its members.  Any decision or determination reduced to
writing and signed by the Administrator shall be as fully effective as if it had
been  made  by  a  majority  vote  at  a meeting  duly  called  and  held.   The
Administrator may appoint a secretary and shall make such rules and  regulations
for the conduct of its business as it shall deem advisable.

      8.4.   Expenses.  The Company will pay all expenses incident to the
operation  of the Plan, including the costs of record keeping, accounting  fees,
legal fees and the costs of delivery of stock certificates to Participants.

                                   ARTICLE IX
                                 MISCELLANEOUS
                                 =============

     9.1.    Transferability.  Neither payroll deductions credited to a
Participant's  Account  nor any rights with regard  to  the  purchase  of  Stock
under the Plan may be assigned, transferred, pledged or otherwise disposed of in
any  way  by  the  Participant  other than  by  will  or  the  laws  of  descent
and distribution.

<PAGE>  5

     9.2.    Status as Owner.  Each Participant shall be deemed to legally own
all  shares of Stock allocated to his Account and shall be entitled to  exercise
all   rights  associated  with  ownership  of  the  shares,  including,  without
limitation,  the  right to vote such shares in all matters for  which  Stock  is
entitled  to vote, receive dividends, if any, and tender such shares in response
to a tender offer.

     9.3.    Adjustment Upon Changes in Capitalization.  In the event of
a   reorganization,   recapitalization,  stock   split,   spin-off,   split-off,
split-up,  stock dividend, combination of shares, merger, consolidation  or  any
other change in the corporate structure of the Company, or a sale by the Company
of  all or part of its assets, the Board may make appropriate adjustments in the
number  and kind of shares which are subject to purchase under the Plan  and  in
the exercise price applicable to outstanding options.

     9.4.    Amendment and Termination.  The Board shall have complete power
and  authority to terminate or amend the Plan (including without limitation  the
power  and  authority  to make any amendment that may be deemed  to  affect  the
interests of any Participant adversely); provided, however, that the Board shall
not,  without  the approval of the shareholders of the Company (i) increase  the
maximum number of shares which may be offered under the Plan (except pursuant to
Section  9.3);  (ii) modify the requirements as to eligibility for participation
in  the  Plan; or (iii) in any other way cause the Plan to fail the requirements
of Section 423 of the Code.

     The Plan and all rights of Employees hereunder shall terminate: (i) at any
time,  at  the  discretion  of  the  Board,  in  which  case  any  cash  balance
in  Participants'  Accounts  shall be refunded  to  such  Participants  as  soon
as  administratively  possible;  or (ii) on the  Offering  Termination  Date  on
which  Participants  become entitled to purchase a number  of  shares  of  Stock
that exceeds the maximum number of shares available under the Plan.

     9.5.    No Employment Rights.  The Plan does not, directly or indirectly,
create  in  any  Employee any right with respect to continuation  of  employment
by  the  Company  and  it  shall not be deemed to  interfere  in  any  way  with
the  Company's  right  to terminate, or otherwise modify,  an  Employee's  terms
of employment at any time.

     9.6.    Withholding.  To the extent any payments or distributions under
this  Plan  are  subject  to  Federal, state or  local  taxes,  the  Company  is
authorized  to  withhold  all  applicable taxes. The  Company  may  satisfy  its
withholding  obligation  by  (i) withholding shares  of  Stock  allocated  to  a
Participant's  Account,  (ii)  deducting  cash  from  a  Participant's  Account,
or   (iii)   deducting   cash  from  a  Participant's  other   compensation.   A
Participant's election to participate in the Plan authorizes the Company to take
any of the actions described in the preceding sentence.

     9.7.    Use of Funds.  All payroll deductions held by the Company under
this  Plan may be used by the Company for any corporate purpose and the  Company
shall  not  be  obligated to hold such payroll deductions in trust or  otherwise
segregate such amounts.

     9.8.    Shareholder Approval.  Notwithstanding the provision of Section
1.6  of  the  Plan,  the  Plan  shall not take  effect  until  approved  by  the
shareholders of the Company.

     9.9.    Choice of Law.  Except to the extent superseded by Federal law,
the laws of the State of Oklahoma will govern all matters relating to the Plan.



     To record the adoption of the Plan, TMS, Inc. has caused its authorized
officers to affix its Corporate name and seal this 29th day of June, 1999.


<PAGE>  6



                                     TMS, INC.

(SEAL)                               By: /s/  Dana R. Allen
                                              ---------------------------------
                                              Dana   R.  Allen,  President   and
                                              Chief Executive Officer


ATTEST:


By: /s/ Marshall C. Wicker
        Secretary


<PAGE>  7

                                                                   Exhibit 5.1

                                 July 19, 2001


TMS, Inc.
206 West Sixth Ave.
P.O. Box 1358
Stillwater, Oklahoma  74074


       Re:  TMS, Inc. ("Company")
            Form S-8 Registration Statement
            -------------------------------


Gentlemen:


       We  have  acted  as  counsel  to  the  Company  in  connection  with  the
       preparation
of  the Registration Statement on Form S-8 (the "Registration Statement"), to be
filed  by  the Company with the Securities and Exchange Commission, relating  to
1,000,000  shares  of the Company's common stock, $.05 par  value  (the  "Common
Stock"), issuable under the Company's Employee Stock Purchase Plan (the "Plan").


       Based on the foregoing, we are of the opinion that the shares of Common
Stock  to be issued under the Plan are validly authorized and, upon issuance  in
accordance  with the terms of the Plan, will be legally issued, fully  paid  and
nonassessable.


       We are members of the bar of the State of Oklahoma and do not hold
ourselves  out  as experts on, or as generally familiar with,  or  qualified  to
express  opinions under law other than the law of the State of Oklahoma and  the
law of the United States and the opinion given herein is limited thereto.



                         Very truly yours,

                         PHILLIPS MCFALL MCCAFFREY MCVAY
                               & MURRAH, P.C.

                         /s/ Phillips McFall McCaffrey McVay & Murrah, P.C.

<PAGE>



                                                               EXHIBIT 23.1

                         INDEPENDENT AUDITORS' CONSENT


The Board of Directors
TMS, Inc.

We consent to the incorporation by reference herein of our report on the
financial statements of TMS, Inc. (dba TMSSequoia) as of August 31, 2000 and
1999, and for each of the years in the two-year period ended August 31, 2000,
which report appears in the August 31, 2000 Annual Report on Form 10-KSB of TMS,
Inc.


                                                     KPMG LLP



Oklahoma City, Oklahoma
July 16, 2001


<PAGE>
                                                                Exhibit 23.2
                    CONSENT OF COUNSEL




       Phillips McFall McCaffrey McVay & Murrah, P.C., hereby consents to the
filing  of  its  opinion of counsel as an exhibit to the Form  S-8  Registration
Statement filed by TMS, Inc.


                    PHILLIPS MCFALL MCCAFFREY MCVAY & MURRAH, P.C.



                    /s/ Phillips McFall McCaffrey McVay & Murrah, P.C.




Oklahoma City, Oklahoma
July 19, 2001


<PAGE>


</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "espp-8.txt", "secsgml_size_bytes": 39890}]
{"company-data": {"conformed-name": "TMS INC /OK/", "cik": "0000835412", "assigned-sic": "7372", "irs-number": "911098155", "state-of-incorporation": "OK", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65604", "film-number": "1685953"}, "business-address": {"street1": "206 WEST SIXTH AVENUE", "street2": "P O BOX 1358", "city": "STILLWATER", "state": "OK", "zip": "74076", "phone": "4053770880"}, "mail-address": {"street1": "206 W. 6TH AVE. , P.O. BOX 1358", "city": "STILLWATER", "state": "OK", "zip": "74076-1358"}, "former-company": {"former-conformed-name": "TMS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 23, 2001.

                                                  Registration No. 333-________

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   FORM S-8

                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   TMS, INC.
              (Exact name of registrant as specified in its charter)

       Oklahoma                                      91-1098155
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

206 West Sixth Avenue
P.O. Box 1358 Stillwater, Oklahoma                             74074
(Address of Principal Executive Offices)                     (Zip Code)

                      TMS, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                             Deborah D. Mosier
                                President
                            206 West Sixth Avenue
                           Stillwater, Oklahoma 74074
                    (Name and address of agent for service)

                              (405) 377-0880
               (Telephone number, including area code, of agent for service)

                                Copies to:

                             Douglas A. Branch, Esq.
                    Phillips McFall McCaffrey McVay & Murrah, P.C.
                        12th Floor, One Leadership Square
                              211 North Robinson
                          Oklahoma City, Oklahoma 73102
                              (405) 235-4100
CALCULATION OF REGISTRATION FEE
================================================================================
                                                  Proposed    Proposed
                                                  maximum     maximum
                                 Amount           offering    aggregate    Amount
Title of Securities to           to be            price per   offering   registration
  be registered                 Registered         share       price        fee
----------------------------------------------------------------------------------
Common Stock, $.05 par value  1,000,000 shares    $.1615      $161,500     $40.38
==================================================================================
(1)  Estimated  solely  for  the  purposes of  calculating  the  amount  of  the
registration fee pursuant to Rule 457(h)(1). The proposed maximum offering price
per  share and aggregate offering price are based upon 85% of the average of the
bid  and  ask prices of the shares as of July 18, 2001, as reported on the  NASD
Non-NASDAQ OTC Bulletin Board.
PART I
                  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

TMS,  Inc. (the "Registrant") will send or give to all participants in the  TMS,
Inc. Employee Stock Purchase Plan (the "Purchasers"), the document(s) containing
information  specified  by  Part I of this Form S-8  registration  statement  as
specified  in  Rule  428(b)(1)  promulgated  by  the  Securities  and   Exchange
Commission under the Securities Act of 1933.  The Registrant has not filed  such
document(s)  with  the Commission, but such documents (along with  the  document
incorporated by reference into this registration statement pursuant to Item 3 of
Part  II  hereof)  shall constitute a prospectus that meets the requirements  of
Section 10(a) of the 1933 Act.

                                     PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

     The following documents previously filed by the Registrant with the
Securities and Exhange Commission are hereby incorporated by reference  in  this
registration statement:

          (a)  The  Registrant's annual report on Form 10-KSB filed pursuant  to
               Section  13(a)  or 15(d) of the Securities and  Exchange  Act  of
               1934,  as amended (the "Exchange Act"), for the fiscal year ended
               August 31, 2000;

          (b)  All  other  reports filed by the Registrant pursuant to  Sections
               13(a)  or  15(d) of the Exchange Act since the end of the  fiscal
               year covered by the annual report referred to in (a) above.

          (c)  The  description of the Registrant's common stock, par value $.05
               per  share  (the  "Common Stock"), contained in the  Registrant's
               Registration  Statement on Form 10 as filed with  the  Commission
               on   January   17,   1990,  including  any  amendment   to   such
               registration  statement  or  report  filed  for  the  purpose  of
               updating such description.

          (d)  All   reports  or  other  documents  subsequently  filed  by  the
               Registrant  with  the  Commission  pursuant  to  Sections  13(a),
               13(c),  14  and  15(d) of the Exchange Act, prior to  the  filing
               date  of  a  post-effective amendment which  indicates  that  all
               securities  offered  have  been sold  or  which  deregisters  all
               securities  then  remaining  unsold,  shall  be  deemed   to   be
               incorporated  by  reference herein and  to  be  a  part  of  this
               registration  statement  from the date  of  the  filing  of  such
               reports and documents.

     Any statement contained in a document incorporated, or deemed to be
incorporated,  by reference herein shall be deemed to be modified or  superseded
for  purposes  of  this registration statement to the extent  that  a  statement
contained herein or in any other subsequently filed document which also is or is
deemed  to  be  incorporated  by reference herein modifies  or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as  so  modified  or  superseded, to constitute  a  part  of  this  registration
statement.

Item 4. Description of Securities

     Not applicable.
2

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     The Registrant's Bylaws provide that directors and officers of the
Registrant  may be indemnified by the Registrant for acts taken by such  persons
while  acting in their capacities as officers or directors of Registrant to  the
extent  that any such acts were taken in good faith and the officer or  director
reasonably  believed that acts to be in or not opposed to the best interests  of
the Registrant, and, with respect to criminal action or proceedings, the officer
or  director  had  no  reasonable cause to believe  his  conduct  was  unlawful.
Insofar  as  indemnification for liabilities arising under the 1933 Act  may  be
permitted pursuant to the foregoing provisions, the Registrant has been informed
that  in  the  opinion of the Commission such indemnification is against  public
policy as expressed in the 1933 Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

        The following are exhibits to this Form S-8 registration statement.

        Exhibit                         Name of Exhibit
        -------                         ---------------

           4.1       Form  of  Stock Certificate, incorporated by  reference  to
                     Exhibit 4.1 to the Registrant's Amendment No. 1 to Form  S-
                     4  Registration Statement (No. 33-64649) as filed with  the
                     Commission on January 23, 1996.

           4.2       TMS,    Inc    Employee   Stock   Purchase   Plan    (filed
                     electronically herewith).

           5.1       Opinion  of Phillips McFall McCaffrey McVay & Murrah,  P.C.
                     (filed electronically herewith).

           23.1      Consent of KPMG LLP (filed electronically herewith).

           23.2      Consent  of Phillips McFall McCaffrey McVay & Murrah,  P.C.
                     (filed electronically herewith).

           24.1      Power  of  Attorney  (included as  part  of  the  Signature
                     Page).

Item 9. Undertakings

   (a)      The undersigned Registrant hereby undertakes:

            (1)  To  file,  during  any  period in  which  it  offers  or  sells
                 securities,  a  post-effective amendment to  this  registration
                 statement to;

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

                     (ii)   Reflect  in  the  prospectus  any  facts  or  events
                            which,   individually  or  together,   represent   a
                            fundamental  change  in  the  information   in   the
                            registration    statement.    Notwithstanding    the
                            foregoing,  any increase or decrease  in  volume  of
                            securities  offered (if the total  dollar  value  of
                            securities offered would not exceed that  which  was
                            registered) and any deviation from the low  or  high
                            end  of the estimated maximum offering range may  be
                            reflected in the form of prospectus filed  with  the
                            Commission  pursuant  to  Rule  424(b)  if,  in  the
                            aggregate,   the   changes  in  volume   and   price
                            represent  no more than a 20% change in the  maximum
                            aggregate   offering  price   set   forth   in   the
                            "Calculation  of  Registration  Fee"  table  in  the
                            effective registration statement;

                     (iii)  Include   any   additional   or   changed   material
                            information on the plan of distribution.
3

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs is contained in periodic reports filed by  the  registrant
pursuant  to  Section 13 or 15(d) of the Exchange Act that are  incorporated  by
reference in the registration statement.

             (2)    For determining liability under the Securities Act, treat
each  such  post-effective  amendment as a new  registration  statement  of  the
securities offered, and the offering of the securities at that time  to  be  the
initial bona fide offering.

             (3)    File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

      (b)    For purposes of determining any liability under the 1933 Act, 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 1933
Act  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 1933 Act  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  1933 Act and  will  be  governed  by  the  final
adjudication of such issue.
4

                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it 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 Stillwater, State of Oklahoma, on the  23rd  day  of
July, 2001.

                               TMS, INC.

                               By:   /s/ Deborah D. Mosier
                                     -------------------------------
                                     Deborah D. Mosier
                                     President

                               By:   /s/ Kent Warkentin
                                     -------------------------------
                                     Kent Warkentin
                                     Controller

       Know all persons by these presents, that each person whose signature
appears  below  constitutes and appoints Deborah D. Mosier his true  and  lawful
attorney-in-fact and agent, with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
amendments  to  this Form S-8, and to file the same, with all exhibits  thereto,
and  other  documents in connection therewith, with the Securities and  Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact  and
agents, or her substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed by the following  persons  in  the
capacities and on the date indicated.

Signature                                   Title               Date

/s/  Deborah D. Mosier                      President           July 23, 2001
------------------------------------------
     Deborah D. Mosier
Principal Executive and Financial Officer

/s/  Kent Warkentin                         Controller          July 23, 2001
------------------------------------------
     Kent Warkentin
Principal Accounting Officer

/s/  Russell W. Teubner                     Chairman of the     July 23, 2001
------------------------------------------  Board of Directors
     Russell W. Teubner

/s/  Rudy J. Alvarado                       Director            July 23, 2001
------------------------------------------
     Rudy J. Alvarado

/s/  Doyle E. Cherry                        Director            July 23, 2001
------------------------------------------
     Doyle E. Cherry

/s/  Dr. James R. Rau, M.D.                 Director            July 23, 2001
------------------------------------------
     Dr. James R. Rau, M.D.

/s/  Marshall C. Wicker                     Director            July 23, 2001
------------------------------------------
     Marshall C. Wicker
5

                                                                     Exhibit 4.2

                                   TMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

     The TMS, Inc. Employee Stock Purchase Plan (the "Plan") is intended to
provide  the eligible employees of TMS, Inc. (the "Company") and its  qualifying
subsidiaries  a  convenient means of purchasing shares of the  Company's  common
stock,  par value $.05 per share (the "Stock"). The Plan is intended to  qualify
as  an  "employee stock purchase plan" under Section 423 of the Internal Revenue
Code  of  1986, as amended (the "Code"), and shall be administered,  interpreted
and  construed in a manner consistent with the requirements of that  section  of
the Code.

                                  ARTICLE I
                                 DEFINITIONS
                                 ===========

     1.1.    "Account" means the book keeping account established on behalf
of   each   participant  by  the  Administrator  to  record  payroll   deduction
contributions  made  by such Participant and shares of Stock  purchased  on  his
behalf.

     1.2.    "Administrator" means the individual or committee appointed
pursuant to Article VIII to administer the Plan.

     1.3.    "Board" means the Board of Directors of the Company.

     1.4.    "Business Day" means each day on which the Exchange (as defined in
Section 4.2) is open for business.

     1.5.    "Compensation" means all regular salary, wages or earnings,
including  but  excluding overtime, commissions, bonuses, amounts realized  from
the  exercise  of  a qualified or non-qualified stock option and  other  special
incentive payments, fees or allowances.

     1.6.    "Effective Date" means August 1, 1999, subject to the provisions
of Section 9.8 of the Plan.

     1.7.    "Employee" means any person who is employed by the Company except
an employee whose customary employment is:

             (a)  less than 20 hours per week; or

             (b)  less than 5 months a year.

For  the  purpose  of  determining whether an individual  is  an  Employee,  the
definition of Company shall also include the Company's subsidiaries, if any,  as
defined under Code section 424(f).

     1.8.    "Entry Date" means October 15, January 15, April 15, July 15 of
each Plan Year.

     1.9.    "Offering Commencement Date" means the first Business Day of each
Offering Period.

     1.10.   "Offering Period" means each three month period.

     1.11.   "Offering Termination Date" means the last Business Day of each
Offering Period.
1.12.   "One Month of Service" means a one-month period during which
an individual was an Employee.

     1.13.   "Participant" means an Employee who has met the eligibility
requirements  of Article II and who has elected to participate  pursuant  to  an
election under Section 3.1.

     1.14.   "Plan Year" means the 12-month period ending December 31.

     1.15.   "Shares" means shares of Stock that have been allocated to a
Participant's Account.

                                   ARTICLE II
                                  ELIGIBILITY
                                  ===========

     2.1.    Eligibility.  Except as provided in Section 3.6, an Employee who
has completed One Month of Service prior to the Effective Date and who continues
to  be  employed by the Company shall be eligible to participate in the Plan  as
of  the  Effective  Date.  All other Employees, except as  provided  in  Section
3.6,  shall  be  eligible  to  participate in the Plan  as  of  the  Entry  Date
coinciding with or next following the completion of One Month of Service.

     2.2.    Eligibility Restrictions.  A Participant who elects to
terminate  participation in the Plan in accordance with  Section  3.5  shall  be
prohibited  from participating in the Plan until the Entry Date  next  following
the date of such termination.

                                  ARTICLE III
                                 PARTICIPATION
                                 =============

     3.1.    Commencement of Participation.  An eligible Employee may become a
Participant  in  the  Plan  on  any  Entry  Date  by  completing  an  enrollment
and  payroll  deduction  form and delivering it to  the  Company  in  accordance
with procedures established by the Administrator.

     3.2.    Payroll Deduction.  At the time a Participant files his enrollment
and  payroll  deduction form, he shall elect to have after-tax  deductions  made
from  his  Compensation by a whole percentage that is not less than 1% nor  more
than 10% of his Compensation.

     3.3.    Participants' Accounts.  All payroll deductions made from a
Participant's  Compensation  shall  be credited  to  his  Account  and  used  to
purchase shares of Stock in accordance with Article V. Contributions credited to
a  Participant's  Account  shall  not accrue interest  or  earnings  during  the
period  prior  to  being  used to purchase shares of Stock  in  accordance  with
Article V.

     3.4.    Changes in Payroll Deductions.  The percentage designated by a
Participant   as   his   rate   of  contribution   under   Section   3.2   shall
automatically  apply to increases and decreases in his Compensation.  Except  as
provided  in  Section 3.5, a Participant may elect to change  the  rate  of  his
contributions to any other permissible rate effective as of the first day of the
first  payroll  period  of any Offering Period provided  the  Participant  files
written  notice with the Administrator of an election to change his contribution
rate at least ten (10) Business Days before the effective date of the election.
2

     3.5.    Suspension and Resumption of Payroll Deductions.  A Participant
may  terminate contributions under the Plan as of the first day of  any  payroll
period  by  filing written notice thereof with the Administrator  at  least  ten
(10)  Business Days before the effective date of the termination.  A Participant
who  has  terminated  his  participation in the  Plan  in  accordance  with  the
preceding provisions, shall be prohibited from resuming contributions under  the
Plan until the following Entry Date. A Participant whose contributions have been
terminated in accordance with the preceding provisions, may resume contributions
under the Plan in accordance with Section 2.2.

     3.6.    Restrictions on Participation.  Notwithstanding any provisions of
the  Plan to the contrary, no Employee shall be granted an option to participate
in the Plan under the following conditions:

             (a)    No Employee shall be granted an option if, immediately
     after  the  grant,  such Employee would own stock, and/or hold  outstanding
     options  to  purchase stock, possessing 5% or more of  the  total  combined
     voting  power or value of all classes of stock of the Company (for purposes
     of  this paragraph, the rules of Section 424(d) of the Code shall apply  in
     determining stock ownership of any Employee); or

             (b)    No Employee shall be granted an option which permits his
     rights  to  purchase  Stock  under the Plan and all  other  employee  stock
     purchase plans (as described in Section 423 of the Code) of the Company  to
     accrue  at a rate which exceeds $25,000 of fair market value of such  Stock
     (determined at the time such option is granted) for each calendar  year  in
     which  such option is outstanding at any time. For purposes of this Section
     3.6(b):

                    (i)    the right to purchase Stock under an option accrues
             when  the option (or any portion thereof) first becomes exercisable
             during the calendar year;

                    (ii)   the right to purchase Stock under an option accrues
             at  the  rate provided in the option, but in no case may such  rate
             exceed  $25,000  of fair market value of such Stock (determined  at
             the time such option is granted) for any one calendar year; and

                    (iii)  a right to purchase Stock which has accrued under
             one  option granted pursuant to a plan may not be carried  over  to
             any other option.

                                   ARTICLE IV
                                   OFFERINGS
                                   ==========

      4.1.   Quarterly Offerings.  The Plan shall be implemented through
quarterly offerings of the Company's Stock.  Each Offering Period shall begin on
the  Offering Commencement Date and shall end on the Offering Termination  Date;
provided,  however, if the first Offering Period commences prior to  stockholder
approval  of  the Plan, the Offering Termination Date for such initial  Offering
Period  shall  not  occur  until  the end of the quarter  in  which  stockholder
approval of the Plan is secured.

      4.2.   Purchase Price.  The "Purchase Price" per share of Stock with
respect to each Offering Period shall be the lesser of:

             (a)  Eighty-five percent (85%) of the official average of the bid
     and  ask price of the  Stock on the Offering Termination Date on the Nasdaq
     OTC  Market (or on such other national securities exchange upon  which  the
     Stock  may  then  be listed, hereinafter referred to as the "Exchange")  or
     if   no  sale of Stock occurred on such date, the official average  of  the
     bid and ask price on the preceding Business Day; or

             (b)  Eighty-five percent (85%) of the official average of the bid
     and  ask  price  of  the  Stock on the Offering Commencement  Date  on  the
     Exchange  (or if no sale of Stock occurred on such date, the closing  price
     on the preceding business day).
3

      4.3.   Maximum Offering.  The maximum number of shares of Stock which
shall  be  issued  under  the  Plan,  subject  to  adjustment  upon  changes  in
capitalization  of  the Company as provided in Section 9.3, shall  be  1,000,000
shares.   At  the beginning of each Offering Period, the Board shall  specify  a
maximum  number of shares which may be purchased by any Employee as  well  as  a
maximum  aggregate  number  of shares which may be  purchased  by  all  eligible
Employees  pursuant to such quarterly offering.  If the total number  of  shares
which  would be purchased during any Offering Period exceeds the maximum  number
of  available shares, the Administrator shall make a pro rata allocation of  the
available shares in a manner that it determines to be equitable and the  balance
of payroll deductions credited to the Accounts of Participants shall be returned
to such Participants as soon as administratively practicable.

                                   ARTICLE V
                               PURCHASE OF STOCK
                               =================

      5.1.  Automatic Exercise.  On each Offering Termination Date, each
Participant  shall  automatically and without any act  on  his  part  be  deemed
to  have  purchased Stock to the full extent of the payroll deductions  credited
to  his  Account during the Offering Period ending on such Offering  Termination
Date.

      5.2.   Fractional Shares.  Fractional shares of Stock may not be
purchased under the Plan.

      5.3.   Acquisition of Stock.  The Company may acquire Stock for use under
the  Plan  from  authorized but unissued shares, treasury shares,  in  the  open
market or in privately negotiated transactions.

      5.4.   Accounting for Purchased Stock.  All shares of Stock purchased
pursuant  to  Section  5.1  shall be allocated  as  Shares  to  the  appropriate
Participant's Account as of the Offering Termination Date on which  such  shares
are purchased.

                                   ARTICLE VI
                                   ACCOUNTING
                                   ==========

      6.1.   General.  The Administrator shall establish procedures to account
for  payroll  deductions  made  by  a  Participant,  the  number  of  Shares  of
Stock purchased on a Participant's behalf and the number of Shares allocated  to
a Participant's Account.

      6.2.   Registration of Stock.  Shares of Stock allocated to a
Participant's  Account shall be registered in the name of  the  Company  or  its
nominee  for  the  benefit of the Participant on whose behalf such  shares  were
purchased.

      6.3.   Accounting for Distributions.  Shares of Stock distributed or sold
from  a  Participant's Account shall be debited from his Account on a  first-in,
first-out basis.

      6.4.   Account Statements.  Each Participant shall receive at least
semi-annual  statements of all payroll deductions and shares of Stock  allocated
to his Account together with all other transactions affecting his Account.

                                   ARTICLE VII
                          WITHDRAWALS AND DISTRIBUTIONS
                          =============================
4

      7.1.   Withdrawal of Shares.  A Participant may elect to withdraw any
number  of  Shares  allocated to his Account by providing  notification  to  the
Company in accordance with procedures established by the Administrator. As  soon
as  administratively  practicable  following  notification  of  a  Participant's
election  to  withdraw  Shares,  the Administrator  shall  cause  a  certificate
representing  the  number  of Shares to be withdrawn  to  be  delivered  to  the
Participant.

      7.2.   Distribution Upon Termination.  As soon as administratively
practicable after a Participant's termination of employment with the Company  or
a  participating  subsidiary for any reason, a certificate representing  all  of
such  Participant's Shares shall be distributed to him (or his executor, in  the
event of his death).

      7.3.   Distribution of Payroll Deductions.  In the event a Participant
terminates  his  employment  with the Company or a participating  subsidiary  or
his  participation  in  the  Plan is terminated pursuant  to  Section  3.5,  any
payroll  deductions  allocated to his Account and not yet  applied  to  purchase
Stock in accordance with Section 5.1 shall be distributed to him in a cash  lump
sum as soon as administratively practicable thereafter.

                                 ARTICLE VIII
                                ADMINISTRATION
                                ==============

      8.1.   Appointment of Administrator.  The Board shall appoint an
individual  or  committee  comprised of so  many  members  as  the  Board  shall
determine to administer the Plan.  The Board may from time to time, if the  Plan
is   administered  by  a  committee,  appoint  members  to  the   committee   in
substitution  for or in addition to members previously appointed  and  may  fill
vacancies, however caused, in the committee.

      8.2.   Authority of Administrator.  The Administrator shall have the
exclusive  power  and  authority  to administer  the  Plan,  including,  without
limitation, the right and power to interpret the provisions of the Plan and make
all  determinations deemed necessary or advisable for the administration of  the
Plan.  All  such actions, interpretations and determinations which are  done  or
made  by  the Administrator in good faith shall be final, conclusive and binding
on  the  Company, the Participants and all other parties and shall  not  subject
the Administrator to any liability.

      8.3.   Administrator Procedures.  The Administrator shall hold its
meetings  at  such  times  and places as it shall deem advisable  and  may  hold
telephone  meetings.   In the event that the Administrator  is  a  committee,  a
majority  of its members shall constitute a quorum and all determinations  shall
be  made by a majority of its members.  Any decision or determination reduced to
writing and signed by the Administrator shall be as fully effective as if it had
been  made  by  a  majority  vote  at  a meeting  duly  called  and  held.   The
Administrator may appoint a secretary and shall make such rules and  regulations
for the conduct of its business as it shall deem advisable.

      8.4.   Expenses.  The Company will pay all expenses incident to the
operation  of the Plan, including the costs of record keeping, accounting  fees,
legal fees and the costs of delivery of stock certificates to Participants.

                                   ARTICLE IX
                                 MISCELLANEOUS
                                 =============

     9.1.    Transferability.  Neither payroll deductions credited to a
Participant's  Account  nor any rights with regard  to  the  purchase  of  Stock
under the Plan may be assigned, transferred, pledged or otherwise disposed of in
any  way  by  the  Participant  other than  by  will  or  the  laws  of  descent
and distribution.
5

     9.2.    Status as Owner.  Each Participant shall be deemed to legally own
all  shares of Stock allocated to his Account and shall be entitled to  exercise
all   rights  associated  with  ownership  of  the  shares,  including,  without
limitation,  the  right to vote such shares in all matters for  which  Stock  is
entitled  to vote, receive dividends, if any, and tender such shares in response
to a tender offer.

     9.3.    Adjustment Upon Changes in Capitalization.  In the event of
a   reorganization,   recapitalization,  stock   split,   spin-off,   split-off,
split-up,  stock dividend, combination of shares, merger, consolidation  or  any
other change in the corporate structure of the Company, or a sale by the Company
of  all or part of its assets, the Board may make appropriate adjustments in the
number  and kind of shares which are subject to purchase under the Plan  and  in
the exercise price applicable to outstanding options.

     9.4.    Amendment and Termination.  The Board shall have complete power
and  authority to terminate or amend the Plan (including without limitation  the
power  and  authority  to make any amendment that may be deemed  to  affect  the
interests of any Participant adversely); provided, however, that the Board shall
not,  without  the approval of the shareholders of the Company (i) increase  the
maximum number of shares which may be offered under the Plan (except pursuant to
Section  9.3);  (ii) modify the requirements as to eligibility for participation
in  the  Plan; or (iii) in any other way cause the Plan to fail the requirements
of Section 423 of the Code.

     The Plan and all rights of Employees hereunder shall terminate: (i) at any
time,  at  the  discretion  of  the  Board,  in  which  case  any  cash  balance
in  Participants'  Accounts  shall be refunded  to  such  Participants  as  soon
as  administratively  possible;  or (ii) on the  Offering  Termination  Date  on
which  Participants  become entitled to purchase a number  of  shares  of  Stock
that exceeds the maximum number of shares available under the Plan.

     9.5.    No Employment Rights.  The Plan does not, directly or indirectly,
create  in  any  Employee any right with respect to continuation  of  employment
by  the  Company  and  it  shall not be deemed to  interfere  in  any  way  with
the  Company's  right  to terminate, or otherwise modify,  an  Employee's  terms
of employment at any time.

     9.6.    Withholding.  To the extent any payments or distributions under
this  Plan  are  subject  to  Federal, state or  local  taxes,  the  Company  is
authorized  to  withhold  all  applicable taxes. The  Company  may  satisfy  its
withholding  obligation  by  (i) withholding shares  of  Stock  allocated  to  a
Participant's  Account,  (ii)  deducting  cash  from  a  Participant's  Account,
or   (iii)   deducting   cash  from  a  Participant's  other   compensation.   A
Participant's election to participate in the Plan authorizes the Company to take
any of the actions described in the preceding sentence.

     9.7.    Use of Funds.  All payroll deductions held by the Company under
this  Plan may be used by the Company for any corporate purpose and the  Company
shall  not  be  obligated to hold such payroll deductions in trust or  otherwise
segregate such amounts.

     9.8.    Shareholder Approval.  Notwithstanding the provision of Section
1.6  of  the  Plan,  the  Plan  shall not take  effect  until  approved  by  the
shareholders of the Company.

     9.9.    Choice of Law.  Except to the extent superseded by Federal law,
the laws of the State of Oklahoma will govern all matters relating to the Plan.

     To record the adoption of the Plan, TMS, Inc. has caused its authorized
officers to affix its Corporate name and seal this 29th day of June, 1999.
6

                                     TMS, INC.

(SEAL)                               By: /s/  Dana R. Allen
                                              ---------------------------------
                                              Dana   R.  Allen,  President   and
                                              Chief Executive Officer

ATTEST:

By: /s/ Marshall C. Wicker
        Secretary
7

                                                                   Exhibit 5.1

                                 July 19, 2001

TMS, Inc.
206 West Sixth Ave.
P.O. Box 1358
Stillwater, Oklahoma  74074

       Re:  TMS, Inc. ("Company")
            Form S-8 Registration Statement
            -------------------------------

Gentlemen:

       We  have  acted  as  counsel  to  the  Company  in  connection  with  the
       preparation
of  the Registration Statement on Form S-8 (the "Registration Statement"), to be
filed  by  the Company with the Securities and Exchange Commission, relating  to
1,000,000  shares  of the Company's common stock, $.05 par  value  (the  "Common
Stock"), issuable under the Company's Employee Stock Purchase Plan (the "Plan").

       Based on the foregoing, we are of the opinion that the shares of Common
Stock  to be issued under the Plan are validly authorized and, upon issuance  in
accordance  with the terms of the Plan, will be legally issued, fully  paid  and
nonassessable.

       We are members of the bar of the State of Oklahoma and do not hold
ourselves  out  as experts on, or as generally familiar with,  or  qualified  to
express  opinions under law other than the law of the State of Oklahoma and  the
law of the United States and the opinion given herein is limited thereto.

                         Very truly yours,

                         PHILLIPS MCFALL MCCAFFREY MCVAY
                               & MURRAH, P.C.

                         /s/ Phillips McFall McCaffrey McVay & Murrah, P.C.
EXHIBIT 23.1

                         INDEPENDENT AUDITORS' CONSENT

The Board of Directors
TMS, Inc.

We consent to the incorporation by reference herein of our report on the
financial statements of TMS, Inc. (dba TMSSequoia) as of August 31, 2000 and
1999, and for each of the years in the two-year period ended August 31, 2000,
which report appears in the August 31, 2000 Annual Report on Form 10-KSB of TMS,
Inc.

                                                     KPMG LLP

Oklahoma City, Oklahoma
July 16, 2001
Exhibit 23.2
                    CONSENT OF COUNSEL

       Phillips McFall McCaffrey McVay & Murrah, P.C., hereby consents to the
filing  of  its  opinion of counsel as an exhibit to the Form  S-8  Registration
Statement filed by TMS, Inc.

                    PHILLIPS MCFALL MCCAFFREY MCVAY & MURRAH, P.C.

                    /s/ Phillips McFall McCaffrey McVay & Murrah, P.C.

Oklahoma City, Oklahoma
July 19, 2001