As filed with the Securities and Exchange Commission on May 16, 1996


                                          Registration No. 33-

                           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
incorporation or organization)                       Identification No.)

                    206 West Sixth Avenue
                        P.O. Box 1358
                 Stillwater, Oklahoma  74074
                        (405) 377-0880
   (Address, including zip code, of Principal Executive Offices)


                  TMS, INC. 1996 STOCK OPTION PLAN
                  --------------------------------    
                      (Full title of the plan)

                                        
                                                    Copies to:
                                                         
             TMS, Inc.                        Douglas A. Branch, Esq.
       206 West Sixth Avenue             Phillips McFall McCaffrey McVay
    Stillwater, Oklahoma 74074                     & Murrah, P.C.
    Telephone:  (405) 377-0880          12th Floor, One Leadership Square
 (Name, address, including zip code,             211 N. Robinson
and telephone number, including area      Oklahoma City,  Oklahoma 73102
     code, of agent for service)            Telephone:  (405) 235-4100         


                                     Proposed       Proposed        
 Title of each         Amount        maximum        maximum       Amount of   
class of securities    to be      offering price   aggregate    registration
 to be registered   registered      per share    offering price      fee
- ----------------------------------------------------------------------------
    
   Common Stock,     1,468,377        $.53        $778,240.00     $268.36
   $.05 par value

============================================================================

      Pursuant to Rule 416(c) under the Securities Act of 1933, there
are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of
the Plan.


                             PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
      The document(s) containing information specified by Part  I
of  this  Form  S-8  Registration  Statement  (the  "Registration
Statement")  will be sent or given to participants  in  the  Plan
listed on the cover of the Registration Statement (the "Plan") as
specified  in  Rule 428(b)(1) promulgated by the  Securities  and
Exchange  Commission (the "Commission") under the Securities  Act
of  1933 (the "1933 Act").  Such document(s) are not being  filed
with  the  Commission but constitute (along  with  the  documents
incorporated   by  reference  into  the  Registration   Statement
pursuant  to Item 3 of Part II hereof), 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 filed by TMS,  Inc.  (the  "Regis
trant")  with the Commission are hereby incorporated by reference
in this Registration Statement:

      (a)   The  Registrant's Form 10-K Annual Report,  as  filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934,  as amended (the "Exchange Act"), for the fiscal year ended
August 31, 1995;

      (b)  All other reports filed by the Registrant pursuant  to
Section  13  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; and

      (d)  All documents, reports and definitive proxy statements
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, which are filed subsequent to the date
hereof  and  prior  to  the filing of a post-effective  amendment
which indicates the termination of the offering made hereby.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

      The  Bylaws  of the Registrant 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 the Registrant to the extent that any
such  acts  were taken in good faith and the officer or  director
reasonably believed the 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 the Form  S-8  Registration
Statement.

  Exhibit No.               Name of Exhibit
   
     4       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.

     5       Opinion  of Phillips McFall McCaffrey  McVay  &
             Murrah, P.C.

   23.1      Consent of KPMG Peat Marwick LLP.

   23.2      Consent  of Phillips McFall McCaffrey  McVay  &
             Murrah, P.C.

    99       TMS, Inc. 1996 Stock Option Plan.

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 1933 Act;

                (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.
     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 20% change in the maximum offering price  set
     forth in the "Calculation of Registration Fee" table in
     the effective Registration Statement.

               (iii)     To include any material information
     with respect to the plan of distribution not previously
     disclosed in the Registration 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 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)  That, for the purpose of determining any liability
under  the 1933 Act, each such post-effective amendment shall  be
deemed  to be a new registration statement relating to the securi
ties 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 1933  Act,  each
filing  of  the  Registrant's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Exchange Act (and, where  applica
ble,  each  filing  of an employee benefit plan's  annual  report
pursuant  to  Section  15(d)  of  the  Exchange  Act)   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  the 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 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.


                           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 requirement for filing on Form S-
8  and has duly caused this Form S-8 Registration Statement to be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Stillwater, Oklahoma, on this 16th day
of May, 1996.

                              TMS, INC.


                              By:  /s/  Maxwell Steinhardt
                                   ----------------------------- 
                                   Maxwell Steinhardt, 
                                   Chief Executive Officer
                                   and President


                              By:  /s/  Dale E. May
                                   -----------------------------
                                   Dale E. May, Vice President,
                                   Finance and Administration

      Know  all  men  by these presents, that each  person  whose
signature   appears  below  constitutes  and   appoints   Maxwell
Steinhardt  as  his true and lawful attorney-in-fact  and  agent,
with  full power of substitution, for him, and in his name, place
and  stead,  in  any  and  all capacities  to  sign  any  or  all
amendments  or  post-effective  amendment  to  this  Registration
Statement,  and to file the same, with all exhibits  thereto  and
other documents in connection therewith, with the Securities  and
Exchange Commission, granting unto the said attorney-in-fact  and
agent  full power and authority to do and perform each and  every
act and thing requisite and necessary to be done in and about the
premises,  as fully to all intents and purposes as  he  might  or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons, in the capacities and on the dates indicated.
         Signature                  Title             Date
                                                        
/s/ Maxwell Steinhardt        Chairman of the     May 16, 1996
- ---------------------------   Board of Directors,
     Maxwell Steinhardt       Chief Executive
Principal Executive Officer   Officer  and
                              President
                              
                                                        
/s/ Dale E. May               Vice President,     May 16, 1996
- ---------------------------   Finance and 
        Dale E. May           Administration
  Principal Financial and     
     Accounting Officer

/s/ Deborah D. Mosier         Controller          May 16, 1996
- ---------------------------
     Deborah D. Mosier
         Controller
                                                        
            *                 Director            May 16, 1996
- ---------------------------
      Dana R. Allen
                                                        
            *                 Director            May 16, 1996
- ---------------------------
    James R. Rau, M.D.
                                                        
            *                 Director            May 16, 1996
- ---------------------------
    Marshall C. Wicker
                                                        
*By:/s/ Maxwell Steinhardt
    -----------------------
     Maxwell Steinhardt
      Attorney-in-Fact


                         EXHIBIT INDEX


  Exhibit         Name of Exhibit         Place at Which it Appears
    No.                                    In Sequentially Numbered
                                                    Pages
     4       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.

     5       Opinion of Phillips McFall  
             McCaffrey McVay &  Murrah,
             P.C.

   23.1      Consent   of   KPMG   Peat  
             Marwick LLP.

   23.2      Consent of Phillips McFall  
             McCaffrey McVay &  Murrah,
             P.C.

    99       TMS,   Inc.   1996   Stock  
             Option Plan






                                                  Exhibit 5



                          May 16, 1996
                                
                                
TMS, Inc.
206 West Sixth Ave.
P.O. Box 1358
Stillwater, Oklahoma  74074

     Re:  TMS, Inc. ("Company")
          Form S-8 Registration Statement\
          Our File No. 63988.00101
          ------------------------

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 (the "Commission"),  relating
to 1,468,377 shares of the Company's common stock, $.05 par value
(the  "Common  Stock"), issuable under the Company's  1996  Stock
Option 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' CONSENTS



The Board of Directors and Stockholders
TMS, Inc.:


     We consent to the use of our report contained in TMS, Inc.'s
1995 annual report on Form 10-K incorporated herein by reference.


                                            KPMG Peat Marwick LLP




Oklahoma City, Oklahoma
May 16, 1996




                                                      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
May 16, 1996


                                                       Exhibit 99

                TMS, INC. 1996 STOCK OPTION PLAN


      1.    Purpose.   The purposes of the TMS, Inc.  1996  Stock
Option  Plan  are to comply with the Company's obligations  under
the  Amended Plan of Reorganization and Agreement of Merger  (the
"Merger  Agreement"), dated November 7, 1995, by  and  among  the
Company, SCC Acquisition Corp., and Sequoia Computer Corporation,
a  California  corporation ("Sequoia"), as described  herein,  as
well  as  to  enable the Company to retain the  services  of  key
employees  and consultants of Sequoia, and to provide  them  with
increased motivation and incentive to exert their best efforts on
behalf  of  their employer by enlarging their personal  stake  in
their employer's success.

      2.    Definitions.   As  used in the  Plan,  the  following
definitions apply to the terms indicated below:
          "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
           "Committee" means the committee appointed by the Board
from  time  to time to administer the Plan pursuant to Section  4
hereof.
          "Company" means TMS, Inc., an Oklahoma corporation.
           "Effective Date" shall mean the date which the  Merger
Agreement shall become effective under the terms thereof.
           "Merger  Agreement" shall have the meaning given  such
term in Section 1.
           "Option"  means a right to purchase Shares  under  the
terms and conditions of the Plan as evidenced by a Sequoia Option
Agreement which had been entered into by and between Sequoia  and
the Participant prior to the date of the Merger Agreement.
           "Participant"  means  an  employee,  former  employee,
consultant  or  former consultant of Sequoia who was  granted  an
Option(s) prior to the date of the Merger Agreement.
           "Plan"  means  the TMS, Inc. 1996 Stock  Option  Plan,
including any amendments thereto.
           "Sequoia"  shall have the meaning given such  term  in
Section 1.
           "Sequoia  Common  Stock" shall mean shares  of  common
stock, no par value, of Sequoia.
           "Sequoia  Option  Agreement" shall  mean  the  written
agreement  between  Sequoia  and  the  Participant  wherein   the
Participant was granted the right to purchase shares  of  Sequoia
Common Stock under the terms and conditions specified therein.
           "Shares"  means shares of the Company's common  stock,
$.05 par value, now or hereafter owned by the Company as treasury
stock  or authorized but unissued shares of the Company's  common
stock, subject to adjustment as provided in the Plan.

     3.   Plan Adoption and Term.
          A.   The Plan shall become effective upon the Effective
Date of the Merger Agreement.
           B.    Subject to the provisions hereinafter  contained
relating  to amendment or discontinuance, the Plan shall continue
in effect for ten (10) years from the date of its adoption by the
Board.

      4.    Administration  of  the  Plan.   The  Plan  shall  be
administered by the Committee, consisting of not less than  three
(3) persons, who shall be directors of the Company, and who shall
be  appointed by the Board to serve at the pleasure of the Board.
Except as otherwise expressly provided in the Plan, the Committee
shall  have  sole and final authority to interpret the provisions
of  the  Plan  and  to promulgate and interpret  such  rules  and
regulations  relating  to the Plan and Options  as  it  may  deem
necessary  or desirable for the administration of the Plan.   The
Committee may correct any defect in the Plan in the manner and to
the  extent it shall deem expedient to carry the Plan into effect
and shall be the sole and final judge of such expediency.
           No  member  of the Committee shall be liable  for  any
action taken or omitted or any determination made by him in  good
faith  relating to the Plan, and the Company shall indemnify  and
hold  harmless  each  member  of the  Committee  and  each  other
director  or  employee of the Company to whom any duty  or  power
relating to the administration or interpretation of the Plan  has
been  delegated  against any cost or expense  (including  counsel
fees)  or  liability (including any sum paid in settlement  of  a
claim with the approval of the Committee) arising out of any  act
or  omission in connection with the Plan, unless arising  out  of
such person's own fraud or bad faith.

      5.    Eligibility.  Only those persons who  are  directors,
former  directors,  employees, former employees,  consultants  or
former  consultants of Sequoia who were granted Options prior  to
the   date  of  the  Merger  Agreement,  shall  be  eligible   to
participate  in  the Plan.  The determination of eligibility  for
participation  in  the  Plan is in the  sole  discretion  of  the
Committee.   No  other  persons  shall  be  eligible  to  receive
Options.

      6.    Stock  Subject  to the Plan.  The  number  of  shares
subject  to  Options  under the Plan shall not  exceed  1,468,377
Shares.   If,  prior to the termination of the  Plan,  an  Option
shall  expire  or  terminate for any reason without  having  been
exercised  in full, the unpurchased Shares subject thereto  shall
not again be available for the purposes of the Plan.

     7.   Options.
           A.    Except  as  set forth herein and in  the  Merger
Agreement,  each Option shall have the same terms and  conditions
as  set  forth in the Sequoia Option Agreement relating  to  such
Option.  The  Company shall not, however, be  required  to  honor
terms of Options for which compliance is impossible, would impose
unreasonable burdens on the Company, or would be contrary to  law
or regulation.
           B.    Each  Option  shall entitle the  Participant  to
purchase  2.837  Shares for each share of  Sequoia  Common  Stock
subject to purchase under the terms of such Participant's Sequoia
Option Agreement.
           C.   No Option shall entitle the holder, upon exercise
of  the  Option, to receive certificates nor scrip for fractional
Shares.  The number of Shares subject to any Option will be whole
Shares,  taking  into account any fractional  shares  created  by
reason  of Section 7.B by rounding down to the next lowest number
if  such  fraction is less than .5 and rounding up  to  the  next
highest number if such fraction is .5 or greater.
           D.    No  Option  granted shall be an incentive  stock
option, as such term is defined under Section 422 of the Code.

      8.   Option Price.  The price per share at which Shares may
be  purchased pursuant to any Option shall be equal to 35.24%  of
the  exercise price per share of Sequoia Common Stock as provided
in  the  terms  of  the Sequoia Option Agreement respecting  such
Option.

     9.   Duration of Options.  No Option granted hereunder shall
be  exercisable after the expiration of the term of  the  Sequoia
Option  Agreement relating to such Option.  All Options shall  be
subject to earlier termination as provided in the Sequoia  Option
Agreement.

     10.  No Employment Rights.  Nothing contained in the Plan or
any  Option  shall  confer upon any Participant  any  right  with
respect  to  the continuation of, or establishment of, employment
by  Sequoia or interfere in any way with the right of the Company
or  Sequoia,  subject  to  the terms of any  separate  employment
agreement  to  the  contrary,  at  any  time  to  terminate  such
employment  or  to increase or decrease the compensation  of  the
Participant from the rate in existence at the time of  the  grant
of an Option.

      11.   Rights  of a Shareholder.  No person shall  have  any
rights  with respect to any Shares covered by or relating to  any
grant  hereunder  of an Option until the date of  issuance  of  a
certificate  to him evidencing such Shares.  Except as  otherwise
expressly provided in the Plan, no adjustment to any Option shall
be  made for dividends or other rights for which the record  date
occurs prior to the date such certificate is issued.

     12.  Adjustment Upon Changes in Capital Stock.
           A.    If  the  capital stock of the Company  shall  be
subdivided  or  combined,  whether  by  reclassification,   stock
dividend,  stock  split,  reverse stock split  or  other  similar
transaction, then the number of Shares authorized under the Plan,
the  number  of Shares then subject to or relating to unexercised
Options  granted hereunder and the exercise price per Share  will
be  adjusted only to the extent required under any Sequoia Option
Agreements.   A stock dividend shall be treated as a  subdivision
of  the  whole  number of Shares equal to such  whole  number  of
Shares so outstanding plus the number of Shares issued as a stock
dividend,  if  a stock dividend is an event requiring  adjustment
under a Sequoia Option Agreement.
           B.    Except as expressly set forth herein, the number
and  kind  of Shares subject to Options shall not be affected  by
any  transaction  (including,  without  limitation,  any  merger,
recapitalization, stock split, stock dividend, issuance of  stock
or  similar  transaction)  affecting the  capital  stock  of  the
Company  and  no Participant shall be entitled to any  additional
Options on account thereof.

     13.  Withholding Taxes.
          A.   Whenever Shares are to be issued upon the exercise
of  an  Option, the Company shall have the right to  require  the
Participant to remit to the Company in cash an amount  sufficient
to satisfy federal, state and local withholding tax requirements,
if  any, prior to the delivery of any certificate or certificates
for such Shares.
          B.   Notwithstanding Paragraph A of this Section 13, at
the  election  of a Participant, subject to the approval  of  the
Committee, when Shares are to be issued upon the exercise  of  an
Option,  the  Participant may tender to the Company a  number  of
Shares,  or  the Company shall withhold a number of such  shares,
the  Fair  Market  Value of which is sufficient  to  satisfy  the
federal,  state and local tax requirements, if any,  attributable
to  such exercise or occurrence.  The Committee hereby grants its
approval to any election made pursuant to this Paragraph  B,  but
reserves the right, in its absolute discretion, to withdraw  such
approval in case of any such election effective upon its delivery
of notice thereof to the Participant.

      14.  Amendment of the Plan.  The Board may at any time  and
from  time to time suspend, discontinue, modify or amend the Plan
in  any respect whatsoever except that the Board may not suspend,
discontinue,  modify or amend the Plan so as to adversely  affect
the  rights of a Participant under the terms of the Participant's
Sequoia Option Agreement, without such Participant's approval.

     15.  Miscellaneous.
           A.    It  is expressly understood that the Plan grants
powers to the Committee but does not require their exercise;  nor
shall  any  person, by reason of the adoption  of  the  Plan,  be
deemed  to be entitled to the grant of any Option; nor shall  any
rights  be deemed to accrue under the Plan except as Options  may
be granted hereunder.
           B.    All  rights hereunder shall be governed  by  and
construed in accordance with the laws of Oklahoma.
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As filed with the Securities and Exchange Commission on May 16, 1996

                                          Registration No. 33-

                           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
incorporation or organization)                       Identification No.)

                    206 West Sixth Avenue
                        P.O. Box 1358
                 Stillwater, Oklahoma  74074
                        (405) 377-0880
   (Address, including zip code, of Principal Executive Offices)

                  TMS, INC. 1996 STOCK OPTION PLAN
                  --------------------------------    
                      (Full title of the plan)

                                        
                                                    Copies to:
                                                         
             TMS, Inc.                        Douglas A. Branch, Esq.
       206 West Sixth Avenue             Phillips McFall McCaffrey McVay
    Stillwater, Oklahoma 74074                     & Murrah, P.C.
    Telephone:  (405) 377-0880          12th Floor, One Leadership Square
 (Name, address, including zip code,             211 N. Robinson
and telephone number, including area      Oklahoma City,  Oklahoma 73102
     code, of agent for service)            Telephone:  (405) 235-4100         

                                     Proposed       Proposed        
 Title of each         Amount        maximum        maximum       Amount of   
class of securities    to be      offering price   aggregate    registration
 to be registered   registered      per share    offering price      fee
- ----------------------------------------------------------------------------
    
   Common Stock,     1,468,377        $.53        $778,240.00     $268.36
   $.05 par value

============================================================================

      Pursuant to Rule 416(c) under the Securities Act of 1933, there
are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of
the Plan.

                             PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
      The document(s) containing information specified by Part  I
of  this  Form  S-8  Registration  Statement  (the  "Registration
Statement")  will be sent or given to participants  in  the  Plan
listed on the cover of the Registration Statement (the "Plan") as
specified  in  Rule 428(b)(1) promulgated by the  Securities  and
Exchange  Commission (the "Commission") under the Securities  Act
of  1933 (the "1933 Act").  Such document(s) are not being  filed
with  the  Commission but constitute (along  with  the  documents
incorporated   by  reference  into  the  Registration   Statement
pursuant  to Item 3 of Part II hereof), 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 filed by TMS,  Inc.  (the  "Regis
trant")  with the Commission are hereby incorporated by reference
in this Registration Statement:

      (a)   The  Registrant's Form 10-K Annual Report,  as  filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934,  as amended (the "Exchange Act"), for the fiscal year ended
August 31, 1995;

      (b)  All other reports filed by the Registrant pursuant  to
Section  13  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; and

      (d)  All documents, reports and definitive proxy statements
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, which are filed subsequent to the date
hereof  and  prior  to  the filing of a post-effective  amendment
which indicates the termination of the offering made hereby.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

      The  Bylaws  of the Registrant 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 the Registrant to the extent that any
such  acts  were taken in good faith and the officer or  director
reasonably believed the 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 the Form  S-8  Registration
Statement.

  Exhibit No.               Name of Exhibit
   
     4       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.

     5       Opinion  of Phillips McFall McCaffrey  McVay  &
             Murrah, P.C.

   23.1      Consent of KPMG Peat Marwick LLP.

   23.2      Consent  of Phillips McFall McCaffrey  McVay  &
             Murrah, P.C.

    99       TMS, Inc. 1996 Stock Option Plan.

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 1933 Act;

                (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.
     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 20% change in the maximum offering price  set
     forth in the "Calculation of Registration Fee" table in
     the effective Registration Statement.

               (iii)     To include any material information
     with respect to the plan of distribution not previously
     disclosed in the Registration 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 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)  That, for the purpose of determining any liability
under  the 1933 Act, each such post-effective amendment shall  be
deemed  to be a new registration statement relating to the securi
ties 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 1933  Act,  each
filing  of  the  Registrant's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Exchange Act (and, where  applica
ble,  each  filing  of an employee benefit plan's  annual  report
pursuant  to  Section  15(d)  of  the  Exchange  Act)   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  the 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 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.

                           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 requirement for filing on Form S-
8  and has duly caused this Form S-8 Registration Statement to be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Stillwater, Oklahoma, on this 16th day
of May, 1996.

                              TMS, INC.

                              By:  /s/  Maxwell Steinhardt
                                   ----------------------------- 
                                   Maxwell Steinhardt, 
                                   Chief Executive Officer
                                   and President

                              By:  /s/  Dale E. May
                                   -----------------------------
                                   Dale E. May, Vice President,
                                   Finance and Administration

      Know  all  men  by these presents, that each  person  whose
signature   appears  below  constitutes  and   appoints   Maxwell
Steinhardt  as  his true and lawful attorney-in-fact  and  agent,
with  full power of substitution, for him, and in his name, place
and  stead,  in  any  and  all capacities  to  sign  any  or  all
amendments  or  post-effective  amendment  to  this  Registration
Statement,  and to file the same, with all exhibits  thereto  and
other documents in connection therewith, with the Securities  and
Exchange Commission, granting unto the said attorney-in-fact  and
agent  full power and authority to do and perform each and  every
act and thing requisite and necessary to be done in and about the
premises,  as fully to all intents and purposes as  he  might  or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons, in the capacities and on the dates indicated.
         Signature                  Title             Date
                                                        
/s/ Maxwell Steinhardt        Chairman of the     May 16, 1996
- ---------------------------   Board of Directors,
     Maxwell Steinhardt       Chief Executive
Principal Executive Officer   Officer  and
                              President
                              
                                                        
/s/ Dale E. May               Vice President,     May 16, 1996
- ---------------------------   Finance and 
        Dale E. May           Administration
  Principal Financial and     
     Accounting Officer

/s/ Deborah D. Mosier         Controller          May 16, 1996
- ---------------------------
     Deborah D. Mosier
         Controller
                                                        
            *                 Director            May 16, 1996
- ---------------------------
      Dana R. Allen
                                                        
            *                 Director            May 16, 1996
- ---------------------------
    James R. Rau, M.D.
                                                        
            *                 Director            May 16, 1996
- ---------------------------
    Marshall C. Wicker
                                                        
*By:/s/ Maxwell Steinhardt
    -----------------------
     Maxwell Steinhardt
      Attorney-in-Fact

                         EXHIBIT INDEX

  Exhibit         Name of Exhibit         Place at Which it Appears
    No.                                    In Sequentially Numbered
                                                    Pages
     4       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.

     5       Opinion of Phillips McFall  
             McCaffrey McVay &  Murrah,
             P.C.

   23.1      Consent   of   KPMG   Peat  
             Marwick LLP.

   23.2      Consent of Phillips McFall  
             McCaffrey McVay &  Murrah,
             P.C.

    99       TMS,   Inc.   1996   Stock  
             Option Plan

                                                  Exhibit 5

                          May 16, 1996
                                
                                
TMS, Inc.
206 West Sixth Ave.
P.O. Box 1358
Stillwater, Oklahoma  74074

     Re:  TMS, Inc. ("Company")
          Form S-8 Registration Statement\
          Our File No. 63988.00101
          ------------------------

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 (the "Commission"),  relating
to 1,468,377 shares of the Company's common stock, $.05 par value
(the  "Common  Stock"), issuable under the Company's  1996  Stock
Option 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' CONSENTS

The Board of Directors and Stockholders
TMS, Inc.:

     We consent to the use of our report contained in TMS, Inc.'s
1995 annual report on Form 10-K incorporated herein by reference.

                                            KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
May 16, 1996

                                                      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
May 16, 1996

                                                       Exhibit 99

                TMS, INC. 1996 STOCK OPTION PLAN

      1.    Purpose.   The purposes of the TMS, Inc.  1996  Stock
Option  Plan  are to comply with the Company's obligations  under
the  Amended Plan of Reorganization and Agreement of Merger  (the
"Merger  Agreement"), dated November 7, 1995, by  and  among  the
Company, SCC Acquisition Corp., and Sequoia Computer Corporation,
a  California  corporation ("Sequoia"), as described  herein,  as
well  as  to  enable the Company to retain the  services  of  key
employees  and consultants of Sequoia, and to provide  them  with
increased motivation and incentive to exert their best efforts on
behalf  of  their employer by enlarging their personal  stake  in
their employer's success.

      2.    Definitions.   As  used in the  Plan,  the  following
definitions apply to the terms indicated below:
          "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
           "Committee" means the committee appointed by the Board
from  time  to time to administer the Plan pursuant to Section  4
hereof.
          "Company" means TMS, Inc., an Oklahoma corporation.
           "Effective Date" shall mean the date which the  Merger
Agreement shall become effective under the terms thereof.
           "Merger  Agreement" shall have the meaning given  such
term in Section 1.
           "Option"  means a right to purchase Shares  under  the
terms and conditions of the Plan as evidenced by a Sequoia Option
Agreement which had been entered into by and between Sequoia  and
the Participant prior to the date of the Merger Agreement.
           "Participant"  means  an  employee,  former  employee,
consultant  or  former consultant of Sequoia who was  granted  an
Option(s) prior to the date of the Merger Agreement.
           "Plan"  means  the TMS, Inc. 1996 Stock  Option  Plan,
including any amendments thereto.
           "Sequoia"  shall have the meaning given such  term  in
Section 1.
           "Sequoia  Common  Stock" shall mean shares  of  common
stock, no par value, of Sequoia.
           "Sequoia  Option  Agreement" shall  mean  the  written
agreement  between  Sequoia  and  the  Participant  wherein   the
Participant was granted the right to purchase shares  of  Sequoia
Common Stock under the terms and conditions specified therein.
           "Shares"  means shares of the Company's common  stock,
$.05 par value, now or hereafter owned by the Company as treasury
stock  or authorized but unissued shares of the Company's  common
stock, subject to adjustment as provided in the Plan.

     3.   Plan Adoption and Term.
          A.   The Plan shall become effective upon the Effective
Date of the Merger Agreement.
           B.    Subject to the provisions hereinafter  contained
relating  to amendment or discontinuance, the Plan shall continue
in effect for ten (10) years from the date of its adoption by the
Board.

      4.    Administration  of  the  Plan.   The  Plan  shall  be
administered by the Committee, consisting of not less than  three
(3) persons, who shall be directors of the Company, and who shall
be  appointed by the Board to serve at the pleasure of the Board.
Except as otherwise expressly provided in the Plan, the Committee
shall  have  sole and final authority to interpret the provisions
of  the  Plan  and  to promulgate and interpret  such  rules  and
regulations  relating  to the Plan and Options  as  it  may  deem
necessary  or desirable for the administration of the Plan.   The
Committee may correct any defect in the Plan in the manner and to
the  extent it shall deem expedient to carry the Plan into effect
and shall be the sole and final judge of such expediency.
           No  member  of the Committee shall be liable  for  any
action taken or omitted or any determination made by him in  good
faith  relating to the Plan, and the Company shall indemnify  and
hold  harmless  each  member  of the  Committee  and  each  other
director  or  employee of the Company to whom any duty  or  power
relating to the administration or interpretation of the Plan  has
been  delegated  against any cost or expense  (including  counsel
fees)  or  liability (including any sum paid in settlement  of  a
claim with the approval of the Committee) arising out of any  act
or  omission in connection with the Plan, unless arising  out  of
such person's own fraud or bad faith.

      5.    Eligibility.  Only those persons who  are  directors,
former  directors,  employees, former employees,  consultants  or
former  consultants of Sequoia who were granted Options prior  to
the   date  of  the  Merger  Agreement,  shall  be  eligible   to
participate  in  the Plan.  The determination of eligibility  for
participation  in  the  Plan is in the  sole  discretion  of  the
Committee.   No  other  persons  shall  be  eligible  to  receive
Options.

      6.    Stock  Subject  to the Plan.  The  number  of  shares
subject  to  Options  under the Plan shall not  exceed  1,468,377
Shares.   If,  prior to the termination of the  Plan,  an  Option
shall  expire  or  terminate for any reason without  having  been
exercised  in full, the unpurchased Shares subject thereto  shall
not again be available for the purposes of the Plan.

     7.   Options.
           A.    Except  as  set forth herein and in  the  Merger
Agreement,  each Option shall have the same terms and  conditions
as  set  forth in the Sequoia Option Agreement relating  to  such
Option.  The  Company shall not, however, be  required  to  honor
terms of Options for which compliance is impossible, would impose
unreasonable burdens on the Company, or would be contrary to  law
or regulation.
           B.    Each  Option  shall entitle the  Participant  to
purchase  2.837  Shares for each share of  Sequoia  Common  Stock
subject to purchase under the terms of such Participant's Sequoia
Option Agreement.
           C.   No Option shall entitle the holder, upon exercise
of  the  Option, to receive certificates nor scrip for fractional
Shares.  The number of Shares subject to any Option will be whole
Shares,  taking  into account any fractional  shares  created  by
reason  of Section 7.B by rounding down to the next lowest number
if  such  fraction is less than .5 and rounding up  to  the  next
highest number if such fraction is .5 or greater.
           D.    No  Option  granted shall be an incentive  stock
option, as such term is defined under Section 422 of the Code.

      8.   Option Price.  The price per share at which Shares may
be  purchased pursuant to any Option shall be equal to 35.24%  of
the  exercise price per share of Sequoia Common Stock as provided
in  the  terms  of  the Sequoia Option Agreement respecting  such
Option.

     9.   Duration of Options.  No Option granted hereunder shall
be  exercisable after the expiration of the term of  the  Sequoia
Option  Agreement relating to such Option.  All Options shall  be
subject to earlier termination as provided in the Sequoia  Option
Agreement.

     10.  No Employment Rights.  Nothing contained in the Plan or
any  Option  shall  confer upon any Participant  any  right  with
respect  to  the continuation of, or establishment of, employment
by  Sequoia or interfere in any way with the right of the Company
or  Sequoia,  subject  to  the terms of any  separate  employment
agreement  to  the  contrary,  at  any  time  to  terminate  such
employment  or  to increase or decrease the compensation  of  the
Participant from the rate in existence at the time of  the  grant
of an Option.

      11.   Rights  of a Shareholder.  No person shall  have  any
rights  with respect to any Shares covered by or relating to  any
grant  hereunder  of an Option until the date of  issuance  of  a
certificate  to him evidencing such Shares.  Except as  otherwise
expressly provided in the Plan, no adjustment to any Option shall
be  made for dividends or other rights for which the record  date
occurs prior to the date such certificate is issued.

     12.  Adjustment Upon Changes in Capital Stock.
           A.    If  the  capital stock of the Company  shall  be
subdivided  or  combined,  whether  by  reclassification,   stock
dividend,  stock  split,  reverse stock split  or  other  similar
transaction, then the number of Shares authorized under the Plan,
the  number  of Shares then subject to or relating to unexercised
Options  granted hereunder and the exercise price per Share  will
be  adjusted only to the extent required under any Sequoia Option
Agreements.   A stock dividend shall be treated as a  subdivision
of  the  whole  number of Shares equal to such  whole  number  of
Shares so outstanding plus the number of Shares issued as a stock
dividend,  if  a stock dividend is an event requiring  adjustment
under a Sequoia Option Agreement.
           B.    Except as expressly set forth herein, the number
and  kind  of Shares subject to Options shall not be affected  by
any  transaction  (including,  without  limitation,  any  merger,
recapitalization, stock split, stock dividend, issuance of  stock
or  similar  transaction)  affecting the  capital  stock  of  the
Company  and  no Participant shall be entitled to any  additional
Options on account thereof.

     13.  Withholding Taxes.
          A.   Whenever Shares are to be issued upon the exercise
of  an  Option, the Company shall have the right to  require  the
Participant to remit to the Company in cash an amount  sufficient
to satisfy federal, state and local withholding tax requirements,
if  any, prior to the delivery of any certificate or certificates
for such Shares.
          B.   Notwithstanding Paragraph A of this Section 13, at
the  election  of a Participant, subject to the approval  of  the
Committee, when Shares are to be issued upon the exercise  of  an
Option,  the  Participant may tender to the Company a  number  of
Shares,  or  the Company shall withhold a number of such  shares,
the  Fair  Market  Value of which is sufficient  to  satisfy  the
federal,  state and local tax requirements, if any,  attributable
to  such exercise or occurrence.  The Committee hereby grants its
approval to any election made pursuant to this Paragraph  B,  but
reserves the right, in its absolute discretion, to withdraw  such
approval in case of any such election effective upon its delivery
of notice thereof to the Participant.

      14.  Amendment of the Plan.  The Board may at any time  and
from  time to time suspend, discontinue, modify or amend the Plan
in  any respect whatsoever except that the Board may not suspend,
discontinue,  modify or amend the Plan so as to adversely  affect
the  rights of a Participant under the terms of the Participant's
Sequoia Option Agreement, without such Participant's approval.

     15.  Miscellaneous.
           A.    It  is expressly understood that the Plan grants
powers to the Committee but does not require their exercise;  nor
shall  any  person, by reason of the adoption  of  the  Plan,  be
deemed  to be entitled to the grant of any Option; nor shall  any
rights  be deemed to accrue under the Plan except as Options  may
be granted hereunder.
           B.    All  rights hereunder shall be governed  by  and
construed in accordance with the laws of Oklahoma.