SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE ~~13a~~13A-16 OR ~~15d~~15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

~~July 22~~October 23, 2003

TM GROUP HOLDINGS PLC

(Registrant’s name)

TM ~~HOUSE,~~House ~~ASHWELLS ROAD, BRENTWOOD, ESSEX CM15 9ST, ENGLAND~~

~~(Address~~Ashwells ofRoad, ~~Principal Executive Offices)~~ Brentwood,

~~(Indicate~~Essex, byCM15 ~~check~~9ST ~~mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F x Form 40-F ¨~~

~~(Indicate~~England by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes ¨ No x

(IfAddress ~~“Yes”~~of isprincipal ~~marked,~~executive ~~indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b~~offices)~~: N/A~~

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

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, thereunto duly authorized.

			TM GROUP HOLDINGS PLC
Date: October 23, 2003		TM GROUP HOLDINGS PLC
Date	July 22, 2003	By:	/s/ Russell Cox
		By:	/s/ Russell Cox
			Russell Cox
			Russell Cox Finance Director
			Finance Director

Exhibit Index

The following documents (bearing the exhibit number listed below) are furnished herewith and are made a part of this Report pursuant to the General Instructions for Form 6-K:

Exhibit	Description	~~SequentialPage~~Sequential NoPageNo.
	Press Announcement re: Results (Unaudited) of the Second Quarter ended May 31, 2003 dated July 22, 2003	4
	Press Announcement re: Results (Unaudited) of the Third Quarter ended August 30, 2003 dated October 23, 2003	4

PRESS ANNOUNCEMENT

TM GROUP HOLDINGS PLC

RESULTS (UNAUDITED) OF THE ~~SECOND~~ THIRD QUARTER

ENDED 3130 ~~MAY~~AUGUST 2003

TM Group Holdings PLC today announced results for the ~~second~~ third quarter ended 3130 ~~May~~August 2003.

Financial highlights (UK GAAP):

	13 weeks ended		2639 weeks ended
	31.05.03	25.05.02	31.05.03	25.05.02
	30.08.03	24.08.02	30.08.03	24.08.02
	£ millions
Turnover	~~160~~159.09	~~168~~161.29	~~318~~478.43	~~333~~495.76
PBIT	5.2	5.2	10.6	9.9
Operating profit	5.7	4.4	14.9	13.7
EBITDA	7.9	7.8	15.8	15.2
PBIT	6.5	6.6	17.1	16.6
EBITDA	9.1	9.3	25.0	24.5

Turnover at £~~160~~159.0m9m was slightly lower than ~~the~~ prior year. ~~The~~Same ~~Group~~store ~~has~~takings ~~revised~~before lottery were strong in the ~~presentation~~quarter ofduring ~~turnover~~a togood ~~reflect~~summer ~~the~~trading ~~commission~~period. ~~only~~This oneffect ~~sales~~was ofoffset ~~electronic~~by ~~phone~~a ~~top~~slightly uplower ~~which~~store ~~has~~base and ~~continues~~the tocontinued ~~develop~~migration ~~whilst~~of ~~replacing~~phone ~~the~~top-up ~~existing~~transactions ~~voucher~~to the electronic form.

PBIT at £56.2m5m was inclose ~~line~~to ~~with~~prior year. Profit on asset disposals was £1.5m lower, and last year ~~with~~included ~~operating~~a ~~profit~~restructuring ~~broadly~~charge ~~unchanged~~of £0.8m.

~~EBITDA~~Underlying atoperating ~~£7.9m~~profit ~~was~~before ~~slightly~~restructuring costs was ahead of ~~last~~prior year by £0.6m.

TM Retail

Turnover at £~~160~~159.0m9m for the 13 weeks to 3130 ~~May~~August 2003 was £82.2m0m lower than prior year. ~~Under~~The ~~the~~development ~~previous classification~~ of ~~E-top~~electronic top-up ~~revenues,~~for ~~turnover~~mobile ~~would~~phones ~~have~~and its ~~declined~~replacement ~~£1.4m~~of ~~to £172.2m in~~ the ~~quarter~~pre-existing ~~(£1.8m~~voucher ~~decline~~product continues to ~~£341.9m~~distort ~~for~~turnover ~~the year to date)~~comparisons.

~~Same~~Turnover ~~store~~excluding ~~takings~~all ~~before~~phone ~~lottery~~top-up ~~were~~products ~~1.4%~~was slightly ahead of last year. ~~This~~for ~~measure~~the ~~was~~quarter. ~~stronger~~Cash intakings ~~convenience~~for ~~stores~~all atphone ~~2.9%~~top-up ~~ahead~~products ~~and~~ was analso ~~improvement over the first quarter of the year overall~~ahead.

Operating profit for the quarter before restructuring costs, group central overheads and profit on asset disposals was £0.1m4m ~~lower~~ higher than prior year at £56.5m4m. ~~PBIT before group overheads at £5.9m was in line with prior year.~~

~~The~~Same ~~underlying~~store ~~sales~~takings ~~performance~~before ~~was~~lottery ~~stronger~~were in2.7% ahead ~~the~~of ~~quarter~~last ~~compared to earlier in the~~ year. ~~Minerals,~~This ~~grocery~~measure ~~and~~was ~~phone~~stronger ~~top-up~~in ~~continued~~convenience tostores ~~grow~~at ~~and~~4.5% ~~performance~~ahead ~~over Mothers Day~~ and ~~Easter seasons~~ was ~~good.~~an ~~Tobacco~~improvement ~~sales have improved~~ over ~~earlier in~~ the ~~year~~second ~~and~~quarter. ~~whilst~~The ~~they~~weighted ~~remain~~average instore ~~decline~~base infor ~~sales~~the ~~terms,~~quarter ~~total~~was ~~margins~~1.9% ~~were~~lower ~~ahead~~than inlast ~~this category~~year.

~~Overall~~The ~~trading~~underlying ~~margins~~sales ~~were~~performance ~~also~~continued ~~ahead~~to ofdevelop ~~last~~positively ~~year~~ with ~~positive~~good ~~contributions~~summer ~~from~~weather contributing. ~~stronger~~Minerals ~~minerals~~and ingrocery ~~particular~~continued to grow, asand ~~well~~news asperformance ~~tobacco~~was ~~products~~also positive in the quarter. ~~Convenience~~ ~~store~~Tobacco ~~profitability~~declines ~~continued~~remained at a similar level to ~~improve,~~Quarter ~~with~~2 abut ~~small~~with ~~decline~~total inmargins ~~Newsagent~~ahead ~~and~~of ~~Variety~~prior ~~stores~~year.

~~The~~Overall ~~weighted~~trading ~~average~~margins ~~store~~were ~~base~~strongly ~~was~~ahead 2%with ~~lower~~minerals, ~~than~~tobacco ~~last~~and ~~year~~grocery incontributing positively. ~~the~~Branch ~~quarter~~costs and overheads were better than expectations.

~~The~~Notably, the ~~number~~combination of strong trading ~~stores~~and atcontrolled ~~the~~costs ~~end~~across of the ~~quarter~~board ~~was~~resulted ~~1,204~~in ~~after~~each 6of ~~net closures. Of~~ the ~~closing base~~Convenience, ~~316~~Variety ~~were~~and ~~classified~~Newsagent ~~Convenience~~formats ~~stores,~~recording ~~129~~contributions ~~Variety~~ahead ~~stores~~of ~~and~~last ~~759 Newsagents~~year.

5The number of trading stores at the end of the quarter was 1,201 after 3 net closures. Of the closing base, 314 were classified Convenience stores, 121 Variety stores and 766 Newsagents.

~~Other~~Group overheads and financing costs

Central overheads at £0.7m for the quarter were £0.2m lower than ~~last~~prior year. Cumulatively, they were £0.3m lower than prior year at £2.0m.

Net interest payable at £4.3m for the quarter was £03.6m0m lower than ~~last~~prior year,. asThis arepresents ~~result~~an underlying reduction of £0.1m due to the reduced level of debt, ~~redemptions~~the inremainder ~~2002~~representing redemption premia last year.

Sterling ~~strengthened~~weakened ~~in the quarter~~ to £1 = $1.655752 byat the quarter end., ~~This~~giving ~~gave rise to~~ an unrealised exchange ~~gain~~loss onfor ~~retranslation of~~ the ~~bonds~~quarter ~~that~~of ~~was significantly~~£3.9m, ~~higher~~net ~~than~~of the revaluation ~~compensating net reduction in value~~ of the currency ~~hedges~~hedge.

Cash flow

Cash inflow from operating activities in the quarter was £46.3m 6m compared to an ~~outflow~~ inflow of £19.9m5m last year.

~~Financing~~Net ~~cash~~CAPEX ~~movements~~for ~~include~~ the ~~purchase~~ ofquarter awas ~~six month hedge option on $125m at a strike rate of~~ £~~1 = $1~~2.557m.

~~Net CAPEX~~At ~~for~~ the quarter ~~was~~end, incash ~~line~~and ~~with~~bank ~~last~~balances ~~year~~stood at £19.7m2m. There were no drawings under the company’s working capital facilities at the end of the quarter

At the quarter end, cash balances net of a small drawing under the company’s working capital facilities stood at £4.9m.

The matters discussed in this news release include forward-looking statements that are subject to risks and uncertainties including, but not limited to, economic conditions, product demand, competitive products and services, government regulation, financial resources, certain litigation and other risks indicated in filings with the US Securities and Exchange Commission.

TM GROUP HOLDINGS PLC

CONSOLIDATED PROFIT AND LOSS ACCOUNT

(unaudited)

	13 weeks ended				2639 weeks ended
	31.05.03		25.05.02		31.05.03		25.05.02
	30.08.03		24.08.02		30.08.03		24.08.02
	(£ thousands)
Sales:
TM Retail	159,~~987~~855		~~168~~161,~~212~~890		~~318~~478,~~409~~264		~~333~~495,~~683~~573
Operating costs:
Operating costs before restructuring costs:
TM Retail	(~~154~~153,~~448~~460	)	(~~162~~155,~~541~~859	)	(~~307~~461,~~944~~404	)	(~~322~~478,~~921~~780	)
Central	(~~661~~656	)	(~~738~~869	)	(1,~~329~~985	)	(12,~~403~~272	)
	(155,109	)	(163,279	)	(309,273	)	(324,324	)
	(154,116	)	(156,728	)	(463,389	)	(481,052	)
Restructuring costs—TM Retail	—		(800	)	—		(800	)
Operating profit:
TM Retail	56,~~539~~395		5,~~671~~231		1016,~~465~~860		1015,~~762~~993
Central	(~~661~~656	)	(~~738~~869	)	(1,~~329~~985	)	(12,~~403~~272	)
	4,878		4,933		9,136		9,359
	5,739		4,362		14,875		13,721
Profit/(loss) on asset disposals:
TM Retail	~~348~~761		~~238~~2,282		12,~~480~~241		~~584~~2,866
Central	3—		—		3		(18	)
	351		238		1,483		566
	761		2,282		2,244		2,848
Profit before interest and taxation:
TM Retail	57,~~887~~156		57,~~909~~513		1119,~~945~~101		1118,~~346~~859
Central	(~~658~~656	)	(~~738~~869	)	(1,~~326~~982	)	(12,~~421~~290	)
	5,229		5,171		10,619		9,925
	6,500		6,644		17,119		16,569
Net interest payable	(4,~~282~~333	)	(47,~~910~~323	)	(812,~~565~~898	)	(917,~~826~~149	)
Exchange movement on re-translation of Senior Notes and Currency Hedge	2,705		319		2,388		571
Exchange movement on re-translation of senior notes and currency hedge	(3,856	)	1,458		(1,468	)	2,029
Net interest payable and similar charges	(18,~~577~~189	)	(45,~~591~~865	)	(614,~~177~~366	)	(915,~~255~~120	)
Profit before taxation	3,652		580		4,442		670
(Loss)/profit before taxation	(1,689	)	779		2,753		1,449
Taxation	~~(1,300~~988	)	(~~714~~595	)	(~~1,739~~751	)	(~~741~~1,336	)
Profit/(loss) for the period	2,352		(134	)	2,703		(71	)
(Loss)/profit after taxation	(701	)	184		2,002		113
Dividend	—		(22,450	)	—		(22,450	)
(Loss)/profit for the period	(701	)	(22,266	)	2,002		(22,337	)

All figures are presented under UK GAAP.

The Group has revised the presentation of sales arising from the processing of electronic phone top-up transactions, to reflect only the commission earned on these transactions. This has no impact on operating profit. The comparative figures for sales and operating costs have been adjusted accordingly, resulting in a reduction in sales and operating costs of £56,~~449~~955,000 for the 13 weeks ended 2524 ~~May~~August 2002 and £1017,~~059~~014,000 for the 2639 weeks ended 2524 ~~May~~August 2002.

TM GROUP HOLDINGS PLC

CONSOLIDATED BALANCE SHEET

(unaudited)

	31.05.03		30.11.02
	30.08.03		30.11.02
	(£ thousands)
Fixed assets
Tangible fixed assets	4950,~~496~~404		50,826
Intangible fixed assets	6,~~906~~982		6,718
	56,402		57,544
	57,386		57,544
Current assets
Inventories	3129,~~547~~253		34,378
Debtors	2022,~~959~~468		22,389
Other current assets	~~417~~855		2,780
Cash at bank and in hand	59,~~691~~173		21,410
	58,614		80,957
	61,749		80,957
Creditors: amounts falling due within one year
Short-term loan	(760	)	—
Trade creditors	(44,766	)	(67,216	)
Trade creditors	(47,370	)	(67,216	)
Other liabilities	(15,255	)	(12,972	)
Other liabilities	(11,664	)	(12,972	)
	(60,021	)	(80,188	)
	(59,794	)	(80,188	)
Net current liabilities	1,728		769
Net current liabilities	(1,180	)	769
Total assets less current liabilities	59,114		58,313
Total assets less current liabilities	55,222		58,313
Creditors: amounts falling due after more than one year
Senior and senior subordinated notes	(~~138~~143,~~995~~403	)	(144,470	)
Other	(~~726~~704	)	(767	)
	(139,721	)	(145,237	)
	(144,107	)	(145,237	)
Provisions for liabilities and charges	(2,~~433~~640	)	(2,711	)
Net liabilities	(8687,~~932~~633	)	(89,635	)
Capital and reserves
.Capital and reserves
Called up share capital	212		212
Share premium account	20,527		20,527
Profit and loss account	(4748,~~779~~480	)	(50,482	)
Other reserve	(59,892	)	(59,892	)
	(86,932	)	(89,635	)
	(87,633	)	(89,635	)

The dollar liability under the Senior Notes has been translated at $1.~~6521,~~5752 being a representative US dollar/UK sterling exchange rate on 3130 ~~May~~August 2003.

All figures are presented under UK GAAP.

TM GROUP HOLDINGS PLC

CONSOLIDATED CASH FLOW STATEMENT

(unaudited)

	13 weeks ended				2639 weeks ended
	31.05.03		25.05.02		31.05.03		25.05.02
	30.08.03		24.08.02		30.08.03		24.08.02
	(£ thousands)
Net cash inflow/(outflow) from operating activities	46,~~268~~572		(19,~~945~~454	)	~~(5,848~~724	)	(111,~~453~~999	)
Returns on investments and servicing of finance
Net interest paid	~~(8,211~~—	)	(95,~~775~~556	)	(8,234	)	(814,~~949~~505	)
Tax(paid)/ refunded	—		(40	)	—		3
Tax refunded/(paid)	561		(1,574	)	561		(1,571	)
Capital expenditure and financial investment
Purchase to acquire tangible fixed assets	(2,388	)	(2,031	)	(4,695	)	(5,633	)
Payments to acquire tangible fixed assets	(3,561	)	(1,875	)	(8,256	)	(7,508	)
Receipts from sale of tangible fixed assets	~~646~~905		~~393~~2,770		23,~~621~~526		14,~~235~~005
	(1,742	)	(1,638	)	(2,074	)	(4,398	)
	(2,656	)	895		(4,730	)	(3,503	)
Acquisitions and disposals
Purchase of businesses	(~~307~~235	)	(461,970	)	(~~621~~856	)	(~~189~~2,159	)
Sale of businesses	—		—		1,250		2,458
	(307	)	(46	)	629		2,269
	(235	)	(1,970	)	394		299
Management of liquid resources
Decrease in short-term deposits	7,207		13,218		12,825		21,163
(Increase)/decrease in short-term deposits	(7,131	)	73,466		5,694		94,629
Net cash inflow/(outflow) before financing	1,215		(226	)	(2,702	)	(1,365	)
Equity dividends paid	—		(22,450	)	—		(22,450	)
Net cash (outflow)/inflow before financing	(2,889	)	52,265		(5,591	)	50,900
Financing
Redemption of bonds	—		(16	)	—		(16	)
Redemption of senior notes	—		(21,470	)	—		(21,486	)
Repayment of loans	—		—(30,000	)	—		(30,287	)
Movement in short-term debt	(760	)	—		~~760~~—		—
Purchase of hedging instrument	~~(952~~—	)	—		(952	)	—
Repayment of capital element of finance leases	—		—		—		(3	)
	(192	)	(16	)	(192	)	(306	)
	(760	)	(51,470	)	(952	)	(51,776	)
Increase/(decrease) in cash	1,023		(242	)	(2,894	)	(1,671	)
(Decrease)/increase in cash	(3,649	)	795		(6,543	)	(876	)

The reconciliation of operating profit to net cash flow from operating activities is as follows:

	13 weeks ended				2639 weeks ended
	31.05.03		25.05.02		31.05.03		25.05.02
	30.08.03		24.08.02		30.08.03		24.08.02
	(£ thousands)
Operating profit	45,~~878~~739		4,~~933~~362		914,~~136~~875		913,~~359~~721
Depreciation and amortisation charges	2,~~622~~645		2,~~661~~691		57,~~219~~864		57,~~248~~939
Movement in provisions	~~(80~~207	)	(44119	)	(~~278~~71	)	(~~345~~464	)
Decrease in inventories	~~499~~2,317		~~851~~3,607		25,~~932~~249		26,~~480~~087
Decrease/(increase) in debtors	265		(367	)	(608	)	(1,978	)
Increase in debtors	(1,697	)	(1,497	)	(2,305	)	(3,475	)
Decrease in creditors	(3,916	)	(9,979	)	(22,249	)	(26,217	)
(Decrease)/increase in creditors	(2,639	)	410		(24,888	)	(25,807	)
Net cash inflow/(outflow) from operating activities	46,~~268~~572		(19,~~945~~454	)	~~(5,848~~724	)	(111,~~453~~999	)

9Contact: Russell Cox

Contact:		Russell Cox
		TM Group Holdings PLC
		TM House
		Ashwells Road
		Brentwood
		Essex CM15 9ST
		Tel: 01277 372916
		e-mail: tmgh@tmgh.com

TM Group Holdings PLC

10TM House

Ashwells Road

Brentwood

Essex CM15 9ST

Tel: 01277 372916

e-mail: tmgh@tmgh.com

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