UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 39, 2002

MTS, INCORPORATED ~~(Exact name of registrant as specified in its charter)~~

CALIFORNIA		333-54035		94-1500342
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)


CALIFORNIA (State or other jurisdiction of incorporation or organization)		333-54035 (Commission File Number)		94-1500342 (I.R.S. Employer Identification No.)


2500 DEL MONTE STREET WEST SACRAMENTO, CALIFORNIA (Address of principal executive offices)		95691 (Zip Code)

Registrant’s telephone number, including area code: (916) 373-2502

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 10.16
EXHIBIT 10.17


ITEM 5. OTHER EVENTS
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
SIGNATURES
INDEX TO EXHIBITS
EX-10.18

ITEM 5. OTHER EVENTS

On October 18, 2002, MTS, Incorporated (the “Company”) completed the ~~Sixth~~Seventh Amendment and Consent dated as of ~~September~~October 304, 2002, to the Amended and Restated ~~Credit~~ Credit Agreement dated as of April 27, 2001, as amended, among the Company, ~~Tower~~ Tower Records Kabushiki Kaisha (“TRKK”), the lenders party thereto and JPMorgan ~~Chase~~ Chase Bank as administrative agent (the “~~Sixth~~Seventh Amendment”). Pursuant to the ~~Sixth~~ Seventh Amendment, the maturity of the Company’s credit facility is extended to ~~October~~ 4October 11, 2002.

OnThe ~~October 1,~~Seventh ~~2002,~~Amendment ~~the~~is ~~Company~~attached ~~completed~~hereto ~~an agreement, dated~~ as ofEXHIBIT ~~September 27, 2002, to extend the closing date of the sale of its Japanese operations~~10. ~~This~~18 ~~letter~~and ~~agreement~~is ~~(the “TRKK Amendment”) amends the stock purchase~~incorporated ~~agreement~~herein ~~concerning~~by ~~the sale of the Company’s Japanese operations, providing an~~reference. ~~extension of the closing deadline from September 27, 2002 to October 11, 2002~~ ~~in order to complete all documentation related to the sale of the Company’s Japanese~~ ~~operations and the refinancing of the Company’s senior credit facility.~~

The Sixth Amendment and the TRKK Amendment are attached hereto as EXHIBIT 10.16 and EXHIBIT 10.17, respectively, and are incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

Exhibit No.		Description
10.16		Sixth Amendment, dated as of September 30, 2002, to the Amended and Restated Credit Agreement, dated as of April 27, 2001, as amended, among the registrant, TRKK, the Lenders party thereto and JPMorgan Chase Bank as Administrative Agent
10.18		Seventh Amendment and Consent, dated as of October 4, 2002, to the Amended and Restated Credit Agreement, dated as of April 27, 2001, as amended, among the registrant, TRKK, the Lenders party thereto and JPMorgan Chase Bank as Administrative Agent
10.17		Letter Agreement dated as of September 27, 2002 between the registrant and Vespasianus Co., Ltd. (“Vespasianus”) amending that certain Stock Purchase Agreement dated as of April 11, 2002 between the registrant and Valtona Holding B.V. (“Valtona”), as assigned to Vespasianus by Valtona

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~MTS, Incorporated~~	MTS, Incorporated
October 2, 2002	By:	/s/ DeVaughn D. Searson
October 8, 2002		By:	/s/ DeVaughn D. Searson
		~~DeVaughn D. Searson Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)~~	DeVaughn D. Searson Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit No.		Description
10.16		Sixth Amendment, dated as of September 30, 2002, to the Amended and Restated Credit Agreement, dated as of April 27, 2001, as amended, among the registrant, TRKK, the Lenders party thereto and JPMorgan Chase Bank as Administrative Agent
10.18		Seventh Amendment and Consent, dated as of October 4, 2002, to the Amended and Restated Credit Agreement, dated as of April 27, 2001, as amended, among the registrant, TRKK, the Lenders party thereto and JPMorgan Chase Bank as Administrative Agent
10.17		Letter Agreement dated as of September 27, 2002 between the registrant and Vespasianus Co., Ltd. (“Vespasianus”) amending that certain Stock Purchase Agreement dated as of April 11, 2002 between the registrant and Valtona Holding B.V. (“Valtona”), as assigned to Vespasianus by Valtona

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