FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Report ~~6-K~~of Foreign Private Issuer

~~REPORT~~Pursuant OFto ~~FOREIGN~~Rule ~~PRIVATE~~13a-16 ~~ISSUER~~or 15d-16 of

~~PURSUANT~~the TOSecurities ~~RULE~~Exchange ~~13A-16~~Act ORof ~~15D-16~~1934 OF

~~THE~~April ~~SECURITIES~~22, ~~EXCHANGE~~2004 ~~ACT OF 1934~~

October 23, 2003

TM GROUP HOLDINGS PLC

(Registrant’s name)

TM House

Ashwells Road, Brentwood,

Essex, CM15 9ST

England

(Address of principal executive offices)

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 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~~

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.

Date: October 23, 2003			TM GROUP HOLDINGS PLC
Date: April 22, 2004	TM GROUP HOLDINGS PLC
	By:	/s/ Russell Cox	~~By:~~	~~/s/ Russell Cox~~
				Russell Cox Finance Director
		Russell Cox
		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	Sequential ~~PageNo~~Page No.
	Press Announcement re: Results (Unaudited) of the Third Quarter ended August 30, 2003 dated October 23, 2003	4
	Press Announcement re: Results (Unaudited) of the First Quarter ended February 28, 2004 dated April 22, 2004	4

PRESS ANNOUNCEMENT

TM GROUP HOLDINGS PLC

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

ENDED 3028 ~~AUGUST~~FEBRUARY ~~2003~~2004

TM Group Holdings PLC today announced results for the ~~third~~first quarter ended 3028 ~~August~~February ~~2003~~2004.

Financial highlights (UK GAAP):

	13 weeks ended		~~39 weeks ended~~
	30.08.03	24.08.02	30.08.03	24.08.02
	28.02.04	01.03.03
	£ millions
Turnover	~~159~~157.96	~~161~~158.94	~~478.3~~	~~495.6~~
Operating profit	5.7	4.4	14.9	13.7
Operating Profit	4.4	4.3
PBIT	6.5.3	65.64	~~17.1~~	~~16.6~~
EBITDA	98.10	98.30	~~25.0~~	~~24.5~~

Turnover at £~~159~~157.9m6m ~~was~~for the ~~slightly~~quarter ~~lower~~was ~~than~~similar to the prior year. Same store takings before lottery, ~~were~~incorporating ~~strong~~good intrading over the ~~quarter~~Christmas ~~during~~season, acontinued ~~good~~to ~~summer~~be ~~trading period~~positive. ~~This~~Turnover ~~effect~~in ~~was~~total ~~offset~~continues to be affected by a ~~slightly~~ lower store base and ~~the~~further ~~continued~~ migration of phone top-up transactions to the electronic form.

~~PBIT~~Operating atprofit ~~£6.5m~~ was ~~close~~ahead toof ~~prior year. Profit on asset~~the ~~disposals~~same ~~was~~quarter ~~£1.5m lower, and~~ last year ~~included~~by ~~a restructuring charge of~~ £0.8m2m.

~~Underlying~~Lower ~~operating~~profits ~~profit~~on ~~before~~asset ~~restructuring~~disposals ~~costs~~gave rise to PBIT slightly reduced at £5.3m and EBITDA was ~~ahead~~the ofsame ~~prior~~as last year byat £08.6m0m.

TM Retail

Turnover at £~~159~~157.9m6m for the 13 weeks to 3028 ~~August~~February ~~2003~~2004 was £20.0m8m lower than prior year. ~~The development of electronic top-up for mobile phones and its replacement of the pre-existing voucher product continues to distort turnover comparisons.~~

~~Turnover~~Operating ~~excluding~~profit ~~all~~for ~~phone~~the ~~top-up~~quarter ~~products~~before ~~was~~group ~~slightly~~central ~~ahead~~overheads ofand ~~last~~profit ~~year~~on ~~for~~asset ~~the~~disposals ~~quarter~~was £0.2m ~~Cash~~higher ~~takings~~than ~~for~~prior ~~all~~year ~~phone top-up products was also ahead~~at £5.1m.

~~Operating~~Same ~~profit~~store ~~for~~takings ~~the~~before ~~quarter~~lottery ~~before~~were ~~restructuring~~1.2% ~~costs,~~ahead ~~group~~of ~~central~~last ~~overheads~~year. This measure was stronger in convenience stores at 4.1% ahead and ~~profit~~at ona ~~asset~~similar ~~disposals~~level to the fourth quarter. The weighted average store base for the quarter was £01.4m7% ~~higher~~ lower than ~~prior~~last year ~~at £6~~.~~4m.~~

~~Same~~The ~~store~~underlying ~~takings~~sales ~~before~~performance ~~lottery~~remained ~~were~~positive ~~2.7% ahead~~with ofnews ~~last~~and ~~year.~~grocery ~~This measure was stronger~~ in ~~convenience~~particular ~~stores~~contributing. atTrading ~~4.5%~~results ~~ahead~~over ~~and~~Christmas ~~was~~were good anwith ~~improvement~~seasonal ~~over~~product ~~the~~overall ~~second~~performing ~~quarter~~well. ~~The~~Trading ~~weighted~~over ~~average~~the ~~store~~less ~~base~~significant ~~for~~Valentine’s ~~the~~season ~~quarter~~ was ~~1.9%~~below ~~lower than last year~~expectations.

~~The~~Trading ~~underlying~~margins ~~sales performance~~ continued toahead ~~develop~~of ~~positively~~prior ~~with~~year ~~good~~influenced ~~summer~~in ~~weather contributing.~~particular ~~Minerals~~by ~~and grocery continued to grow~~news, tobacco and ~~news performance was also positive in the quarter~~grocery. ~~Tobacco declines remained at a similar level to Quarter 2 but with total margins ahead of prior year.~~

~~Overall~~Branch ~~trading~~operating ~~margins~~costs were ~~strongly~~higher ~~ahead~~than prior year with ~~minerals,~~wages ~~tobacco~~the ~~and~~main ~~grocery~~factor ~~contributing positively.~~following ~~Branch~~the ~~costs~~October ~~and~~2003 ~~overheads~~rise in the National Minimum Wage. Overheads were ~~better~~lower than ~~expectations~~prior year.

~~Notably, the~~The ~~combination~~number of ~~strong~~ trading ~~and~~stores ~~controlled~~at ~~costs~~the ~~across~~end of the ~~board~~quarter ~~resulted~~was in1,189 ~~each~~after a net reduction of 7 during the ~~Convenience~~quarter. Of the closing base, ~~Variety~~311 ~~and~~were ~~Newsagent~~classified ~~formats~~Convenience ~~recording~~stores, ~~contributions~~123 ~~ahead~~Variety ofstores ~~last~~and ~~year~~755 Newsagents.

The 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.

Group overheads and financing costs

Central ~~overheads~~costs at £0.7m6m ~~for the quarter~~ were ~~£0.2m~~slightly lower than prior year. ~~Cumulatively, they were £0.3m lower than prior year at £2.0m.~~

Net interest payable at £4.3m2m for the quarter was ~~£3.0m~~slightly lower than prior year. ~~This represents an underlying reduction of £0.1m due to the reduced level of debt, the remainder representing redemption premia last year.~~

~~Sterling~~5 ~~weakened to £1 = $1.5752 at the quarter end, giving an unrealised exchange loss for the quarter of £3.9m, net of the revaluation of the currency hedge.~~

Sterling further strengthened to £1 = $1.8611 at the quarter end, giving an unrealised exchange gain for the quarter of £6.7m, net of the revaluation of the Company’s currency hedges.

Cash flow

Cash ~~inflow~~outflow from operating activities in the quarter was £612.6m1m and compared to an ~~inflow~~ outflow of £910.5m1m in the same quarter last year.

Net CAPEX for the quarter was £21.7m3m, inclusive of business purchases.

At the quarter end, cash and bank balances stood at £912.2m8m. There were no drawings under the company’s working capital facilities at the end of the quarter

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				~~39 weeks ended~~
	30.08.03		24.08.02		30.08.03		24.08.02
	28.02.04		01.03.03
	(£ thousands)
Sales:
TM Retail	~~159~~157,~~855~~628		~~161~~158,~~890~~422		~~478,264~~		~~495,573~~
Operating costs before restructuring costs:
Operating costs:
TM Retail	(~~153~~152,~~460~~549	)	(~~155~~153,~~859~~496	)	~~(461,404~~	)	~~(478,780~~	)
Central	(~~656~~644	)	(~~869~~668	)	~~(1,985~~	)	~~(2,272~~	)
	(154,116	)	(156,728	)	(463,389	)	(481,052	)
	(153,193	)	(154,164	)
Restructuring costs—TM Retail	—		(800	)	—		(800	)
Operating profit:
Operating profit:
TM Retail	5,079		4,926
TM Retail	6,395		5,231		16,860		15,993
Central	(644	)	(668	)
Central	(656	)	(869	)	(1,985	)	(2,272	)
	4,435		4,258
	5,739		4,362		14,875		13,721
Profit on asset disposals:
Profit/(loss) on asset disposals:
TM Retail	855		1,132
TM Retail	761		2,282		2,241		2,866
Profit before interest and taxation:
Central	—		—		3		(18	)
TM Retail	5,934		6,058
	761		2,282		2,244		2,848
Central	(644	)	(668	)
Profit before interest and taxation:
	5,290		5,390
TM Retail	7,156		7,513		19,101		18,859
Net interest payable	(4,235	)	(4,283	)
Central	(656	)	(869	)	(1,982	)	(2,290	)
Exchange movement on re-translation of senior notes And currency hedge	6,717		(317	)
	6,500		6,644		17,119		16,569
Net interest payable and similar charges	2,482		(4,600	)
Net interest payable	(4,333	)	(7,323	)	(12,898	)	(17,149	)
Profit before taxation	7,772		790
Exchange movement on re-translation of senior notes and currency hedge	(3,856	)	1,458		(1,468	)	2,029
Taxation	(2,539	)	(439	)
Net interest payable and similar charges	(8,189	)	(5,865	)	(14,366	)	(15,120	)
Profit for the period	5,233		351
(Loss)/profit before taxation	(1,689	)	779		2,753		1,449
Taxation	988		(595	)	(751	)	(1,336	)
(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~~7 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 £6,955,000 for the 13 weeks ended 24 August 2002 and £17,014,000 for the 39 weeks ended 24 August 2002.

TM GROUP HOLDINGS PLC

CONSOLIDATED BALANCE SHEET

(unaudited)

	30.08.03		30.11.02
	28.02.04		29.11.03
	(£ thousands)
Fixed assets
Tangible fixed assets	5047,~~404~~057		5047,~~826~~728
Intangible fixed assets	67,~~982~~656		67,~~718~~533
	57,386		57,544
	54,713		55,261
Current assets
Inventories	2933,~~253~~343		34,~~378~~115
Debtors	2224,~~468~~433		2227,~~389~~844
Other current assets	855		2,780
Other current asset	—		177
Cash at bank and in hand	912,~~173~~815		2125,~~410~~625
	61,749		80,957
	70,951		87,761
Creditors: amounts falling due within one year
Trade creditors	(4447,~~766~~924	)	(6768,~~216~~091	)
Other liabilities	(1520,~~255~~894	)	(1217,~~972~~026	)
	(60,021	)	(80,188	)
	(68,818	)	(85,117	)
Net current liabilities	1,728		769
Net current assets	1,773		2,644
Total assets less current liabilities	5956,~~114~~486		5857,~~313~~905
Creditors: amounts falling due after more than one year
Senior and senior subordinated notes	(~~143~~129,~~403~~460	)	(~~144~~136,~~470~~240	)
Other	(~~704~~680	)	(~~767~~697	)
	(144,107	)	(145,237	)
	(130,140	)	(136,937	)
Provisions for liabilities and charges	(2,~~640~~304	)	(2,~~711~~159	)
Net liabilities	(8775,~~633~~958	)	(8981,~~635~~191	)
.Capital and reserves
Capital and reserves
Called up share capital	212		212
Share premium account	20,527		20,527
Profit and loss account	(4836,~~480~~805	)	(5042,~~482~~038	)
Other reserve	(59,892	)	(59,892	)
	(87,633	)	(89,635	)
	(75,958	)	(81,191	)

The dollar liability under the Senior Notes has been translated at $1.~~5752~~8611 being a representative US dollar/UK sterling exchange rate on 3028 ~~August~~February ~~2003~~2004.

All figures are presented under UK GAAP.

TM GROUP HOLDINGS PLC

CONSOLIDATED CASH FLOW STATEMENT

(unaudited)

	13 weeks ended				~~39 weeks ended~~
	30.08.03		24.08.02		30.08.03		24.08.02
	28.02.04		01.03.03
	(£ thousands)
Net cash inflow/(outflow) from operating activities	6,572		9,454		724		(1,999	)
Net cash outflow from operating activities	(12,059	)	(10,116	)
Returns on investments and servicing of finance
Net interest paid	—(8	)	(~~5,556~~23	)	~~(8,234~~	)	~~(14,505~~	)
Tax refunded/(paid)	561		(1,574	)	561		(1,571	)
Tax paid	(680	)	—
Capital expenditure and financial investment
Payments to acquire tangible fixed assets	(32,~~561~~418	)	(12,~~875~~307	)	~~(8,256~~	)	~~(7,508~~	)
Receipts from sale of tangible fixed assets	~~905~~1,607		21,~~770~~975		~~3,526~~		~~4,005~~
	(2,656	)	895		(4,730	)	(3,503	)
	(811	)	(332	)
Acquisitions and disposals
Purchase of businesses	(~~235~~502	)	(~~1,970~~314	)	~~(856~~	)	~~(2,159~~	)
Sale of businesses	—1,250		—1,250		~~1,250~~		~~2,458~~
	(235	)	(1,970	)	394		299
	748		936
Management of liquid resources
(Increase)/decrease in short-term deposits	(7,131	)	73,466		5,694		94,629
Decrease in short-term deposits	4,884		5,618
Equity dividends paid	—		(22,450	)	—		(22,450	)
Decrease in cash (excluding short-term deposits)	(7,926	)	(3,917	)
Net cash (outflow)/inflow before financing	(2,889	)	52,265		(5,591	)	50,900
Financing
Redemption of senior notes	—		(21,470	)	—		(21,486	)
Repayment of loans	—		(30,000	)	—		(30,287	)
Movement in short-term debt	(760	)	—		—		—
Purchase of hedging instrument	—		—		(952	)	—
Repayment of capital element of finance leases	—		—		—		(3	)
	(760	)	(51,470	)	(952	)	(51,776	)
(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				39 weeks ended
Operating profit	4,435		4,258
	30.08.03		24.08.02		30.08.03		24.08.02
Depreciation and amortisation charges	2,666		2,597
	(£ thousands)
Movement in provisions	(115	)	(198	)
Operating profit	5,739		4,362		14,875		13,721
Decrease in inventories	822		2,433
Depreciation and amortisation charges	2,645		2,691		7,864		7,939
Decrease/(Increase) in debtors	2,101		(873	)
Movement in provisions	207		(119	)	(71	)	(464	)
Decrease in creditors	(21,968	)	(18,333	)
Decrease in inventories	2,317		3,607		5,249		6,087
Net cash outflow from operating activities	(12,059	)	(10,116	)
Increase in debtors	(1,697	)	(1,497	)	(2,305	)	(3,475	)
(Decrease)/increase in creditors	(2,639	)	410		(24,888	)	(25,807	)
Net cash inflow/(outflow) from operating activities	6,572		9,454		724		(1,999	)

~~Contact:~~9 ~~Russell Cox~~

TM Group Holdings PLC


Contact:		Russell Cox
		TM Group Holdings PLC
		TM House
		Ashwells Road
		Brentwood
		Essex CM15 9ST

		Tel: 01277 372916

		e-mail: tmgh@tmgh.com

TM10 ~~House~~

Ashwells Road

Brentwood

Essex CM15 9ST

Tel: 01277 372916

e-mail: tmgh@tmgh.com

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