FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

~~October~~April 2625, ~~2004~~2005

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..... 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

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 No.
	Press Announcement re: Results (Unaudited) of the Third Quarter ended August 28, 2004 dated October 26, 2004	4
	Press Announcement re: Results (Unaudited) of the First Quarter ended February 26, 2005 dated April 25, 2005	4

PRESS ANNOUNCEMENT

TM GROUP HOLDINGS PLC

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

ENDED 2826 ~~AUGUST~~FEBRUARY ~~2004~~2005

TM Group Holdings PLC today announced results for the ~~third~~first quarter ended 2826 ~~August 2004.~~February 2005.

Financial highlights (UK GAAP):

	13 weeks ended		~~39 weeks ended~~
	28.08.04	30.08.03	28.08.04	30.08.03
	26.02.05	28.02.04
	£ millions
Turnover	~~154~~170.09	~~159~~157.96	~~469.9~~	~~478.3~~
Operating Profit	~~4.3~~	~~5.7~~	~~13.4~~	~~14.9~~
PBIT	5.5	6.5	18.0	17.1
- before exceptional items	4.5	4.4
- continuing activities	5.5	6.5	16.3	17.1
PBIT	5.0	5.3
EBITDA	~~8.2~~	~~9.1~~	~~26.0~~	~~25.0~~
- continuing activities	8.2	9.1	24.3	25.0
- before exceptional items	8.3	8.0

Turnover at £~~154~~170.0m9m ~~was~~for ~~lower~~the ~~than~~quarter ~~prior~~was ~~year~~£13.3m ~~Same~~higher ~~store~~than ~~takings~~prior ~~before~~year, ~~lottery~~including ~~were~~£21.2m ~~down~~from ~~across~~ the ~~summer.~~acquired ~~Reported~~Dillons ~~turnover~~Stores. ~~was~~Same ~~also affected by a lower~~ store ~~base~~takings ~~for~~before ~~most~~lottery ofwere ~~the~~lower ~~quarter,~~than ~~and~~prior ~~further~~year ~~migration~~in ~~of phone top up transactions to~~ the ~~electronic~~first ~~form~~quarter.

Operating profit ~~for~~before ~~the~~exceptional ~~quarter~~items ~~was~~of £14.4m5m ~~lower than last year. This~~ was ~~principally~~ inahead TMof ~~Retail where poor weather was~~ the ~~significant~~same ~~factor.~~quarter ~~Central costs were also slightly higher~~last year.

~~The~~PBIT ~~acquisition~~at of£5.0m ~~Dillons Stores Limited~~ was ~~completed on 21 August 2004, the consideration for which, on a debt and cash free basis, was~~ £80.3m ~~excluding~~lower ~~stock, payable~~ in ~~part~~the ~~on completion. The~~ quarter ~~included~~after ~~turnover~~charging exceptional costs of £10.~~4m and a small operating contribution from one week’s trading~~5m.

~~PBIT~~EBITDA ~~from~~before ~~continuing~~exceptional ~~activities~~items atfor ~~£5.5m was £1.0m lower in~~ the quarter ~~and~~of is £08.8m3m ~~lower for the year to date. EBITDA from continuing activities~~ was £0.9m3m ~~lower~~higher inthan ~~the~~prior ~~quarter and £0.7m lower for the~~ year ~~to date~~.

TM4 ~~Retail~~

~~Turnover~~Commentary ~~at £154.0m for the 13 weeks to 28 August 2004 was £5.9m lower than prior year.~~

~~Operating~~Turnover ~~profit~~at £170.9m for the ~~quarter,~~13 ~~before~~weeks ~~group~~to ~~central~~26 ~~overheads,~~February 2005 was £113.3m ~~lower~~higher than prior year, atincluding £521.~~1m.~~2m for the acquired Dillons stores.

~~Same~~Operating ~~store~~profit ~~takings~~for ~~before~~the ~~lottery~~quarter ~~were~~before ~~2.0%~~exceptional ~~lower~~costs ~~than last year. This measure~~ was ~~stronger~~£0.1m inhigher ~~convenience~~than ~~stores~~prior year at 0.£4~~% ahead~~. ~~The weighted average store base for the quarter was 1~~5m.9% ~~lower than last year.~~

~~The~~Same ~~underlying~~store ~~sales~~takings ~~performance~~before ~~was~~lottery ~~characterised~~were 2.1% bylower ~~poor~~than ~~weather~~last ~~over~~year. ~~the~~The ~~summer~~weighted ~~trading~~average ~~period.~~store ~~Sales~~base offor ~~minerals~~the ~~and~~quarter ~~ice~~was ~~cream~~11.0% ~~were~~higher ~~significantly lower~~ than ~~prior~~ least year. ~~Confectionery,~~due ~~news~~to ~~and~~the ~~grocery~~impact ~~however~~of ~~showed reasonable growth~~Dillons.

~~Total margins~~The ~~were~~same ~~lower~~store ~~than~~sales ~~prior~~performance ~~year~~was ~~overall~~influenced ~~reflecting~~by ~~the~~lower ~~performance~~sales of ~~ice~~phone ~~cream~~top ~~and~~up ~~minerals.~~products, ~~News~~tobacco and ~~grocery~~news. Grocery continued ~~ahead~~to ofshow ~~last~~good ~~year~~growth. Sales performance over the Christmas season was reasonable overall.

~~Branch~~Trading ~~operating~~margins ~~costs~~were ~~continued~~broadly similar ~~in aggregate~~ to ~~be only slightly above~~ prior year, ~~notwithstanding~~in ~~the~~percentage ~~October~~terms, ~~2003~~including ~~National~~the ~~Minimum~~Dillons ~~Wage rise~~CTNs. ~~Overheads were slightly higher than prior year in the quarter.~~

~~The~~Branch costs ~~number~~were ofhigher ~~trading~~due ~~stores~~to at the ~~end of~~increased ~~the~~store ~~quarter~~base ~~was~~and ~~1,340~~the ~~after~~latest arise ~~net~~in ~~increase~~the ofNational ~~163~~Minimum ~~during the quarter~~Wage. OfOverheads ~~the closing base, 306~~ were ~~classified~~lower ~~Convenience~~in ~~stores,~~the ~~121~~quarter ~~Variety~~following ~~stores~~the ~~and~~recent ~~913 Newsagents~~restructuring.

~~Group~~Exceptional ~~overheads~~costs ~~and~~of ~~financing~~£0.5m comprised further restructuring costs.

~~Central~~The ~~costs~~number ~~for~~of trading stores at the end of the quarter atwas ~~£0.8m~~1,318 ~~were~~after £0a net reduction of 9 during the quarter.1m ~~higher~~Of ~~than~~the ~~prior~~closing ~~year~~base, ~~due~~304 were toclassified ~~additional~~Convenience ~~advisory~~stores, ~~costs~~120 ~~incurred~~Variety stores and 894 Newsagents.

Net interest payable at £43.1m9m for the quarter was £0.2m3m lower than prior year.

Sterling ~~weakened~~strengthened to £1 = $1.~~7952~~9150 at the quarter end, giving rise to an unrealised exchange ~~loss~~gain for the quarter of £10.7m9m, net of the revaluation of ~~the Company’s~~ currency hedges. ~~The year to date position is a gain of £3.4m.~~

~~Cash~~5 ~~flow~~

Cash ~~inflow~~outflow from operating activities infor the quarter was £42.4m5m. ~~compared~~This towas anahead ~~inflow~~ of ~~£6.6m~~prior inyear, principally reflecting the ~~same~~non-participation ~~quarter~~in ~~last~~available seasonal extended credit at the 2004 year end.

~~Net~~At ~~CAPEX for~~ the quarter ~~was~~end, cash and bank balances were £39.~~0m,~~2m. ~~inclusive~~There were no drawings under the company’s working capital facilities at the end of ~~business~~the ~~purchases~~quarter.

At the quarter end, cash and bank balances stood at £14.7m. 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~~
	28.08.04		30.08.03		28.08.04		30.08.03
	26.02.05		28.02.04
	(£ thousands)
Sales:	170,947		157,628
Sales:
Operating costs	(166,455	)	(153,193	)
TM Retail - Ongoing	152,562		159,855		468,510		478,264
Exceptional	(499	)	—
- Acquisition	1,404		—		1,404		—
	(166,954	)	(153,193	)
	153,966		159,855		469,914		478,264
Operating profit	4,492		4,435
Operating costs:
Exceptional	(499	)	—
TM Retail - Ongoing	(147,529	)	(153,460	)	(452,816	)	(461,404	)
	3,993		4,435
- Acquisition	(1,356	)	—		(1,356	)	—
Profit on asset disposals	983		855
Central	(761	)	(656	)	(2,384	)	(1,985	)
Profit before interest and taxation	4,976		5,290
	(149,646	)	(154,116	)	(456,556	)	(463,389	)
Net interest payable	(3,941	)	(4,235	)
Operating profit:
Exchange movement on re-translation of Senior Notes and Currency Hedge	921		6,717
TM Retail - Ongoing	5,033		6,395		15,694		16,860
Net interest payable and similar charges	(3,020	)	2,482
- Acquisition	48		—		48		—
Profit before taxation	1,956		7,772
Central	(761	)	(656	)	(2,384	)	(1,985	)
Taxation	(805	)	(2,539	)
	4,320		5,739		13,358		14,875
Profit after taxation	1,151		5,233
VAT recovery on discontinued business	—		—		1,697		—
Profit on asset disposals:
TM Retail	1,221		761		2,898		2,241
Central	—		—		—		3
	1,221		761		2,898		2,244
Profit/(loss) before interest and taxation:
TM Retail	6,302		7,156		18,640		19,101
Central	(761	)	(656	)	(2,384	)	(1,982	)
Discontinued business	—		—		1,697		—
	5,541		6,500		17,953		17,119
Net interest payable	(4,084	)	(4,333	)	(11,396	)	(12,898	)
Exchange movement on re-translation of Senior Notes and Currency Hedge	(1,650	)	(3,856	)	3,379		(1,468	)
Net interest payable and similar charges	(5,734	)	(8,189	)	(8,017	)	(14,366	)
(Loss)/profit before taxation	(193	)	(1,689	)	9,936		2,753
Taxation	(150	)	988		(3,606	)	(751	)
(Loss)/profit after taxation	(343	)	(701	)	6,330		2,002

All figures are presented under UK GAAP.

TM GROUP HOLDINGS PLC

CONSOLIDATED BALANCE SHEET

(unaudited)

	28.08.04		29.11.03
	26.02.05		27.11.04
	(£ thousands)
Fixed assets
Tangible fixed assets	4745,~~437~~482		4745,~~728~~747
Intangible fixed assets	15,~~226~~653		715,~~533~~777
	62,663		55,261
	61,135		61,524
Current assets
Inventories	3336,~~617~~552		3438,~~115~~880
Debtors	2832,~~526~~675		2731,~~844~~868
Other current asset	~~528~~78		~~177~~—
Cash at bank and in hand	149,~~717~~160		2515,~~625~~237
	77,388		87,761
	78,465		85,985
Creditors: amounts falling due within one year
Trade creditors	(4948,~~571~~010	)	(6857,~~091~~746	)
Other liabilities	(2930,~~644~~694	)	(1726,~~026~~521	)
	(79,215	)	(85,117	)
	(78,704	)	(84,267	)
Net current assets	(1,827	)	2,644
Net current (liabilities)/assets	(239	)	1,718
Total assets less current liabilities	60,~~836~~896		5763,~~905~~242
Creditors: amounts falling due after more than one year
Senior and senior subordinated notes	(~~132~~127,~~554~~720	)	(~~136~~128,~~240~~949	)
Other	(~~657~~647	)	(~~697~~3,100	)
	(133,211	)	(136,937	)
	(128,367	)	(132,049	)
Provisions for liabilities and charges	(24,~~486~~237	)	(24,~~159~~052	)
Net liabilities	(7471,~~861~~708	)	(8172,~~191~~859	)
Capital and reserves
Called up share capital	212		212
Share premium account	20,527		20,527
Profit and loss account	(3532,~~708~~555	)	(4233,~~038~~706	)
Other reserve	(59,892	)	(59,892	)
	(74,861	)	(81,191	)
	(71,708	)	(72,859	)

The dollar liability under the Senior Notes has been translated at $1.~~7952~~9150 being a representative US dollar/UK sterling exchange rate on 2826 ~~August~~February ~~2004~~2005.

All figures are presented under UK GAAP.

TM GROUP HOLDINGS PLC

CONSOLIDATED CASH FLOW STATEMENT

(unaudited)

	13 weeks ended				~~39 weeks ended~~
	28.08.04		30.08.03		28.08.04		30.08.03
	26.02.05		28.02.04
	(£ thousands)
	£ millions
Net cash inflow from operating activities	4,410		6,572		3,027		724
Net cash outflow from operating activities	(2,528	)	(12,059	)
Returns on investments and servicing of finance
Net interest received/(paid)	~~522~~33		—(8	)	~~(7,131~~	)	~~(8,234~~	)
Tax paid	(~~260~~920	)	~~561~~(680	)	~~(1,130~~	)	~~561~~
Capital expenditure and financial investment
Payments to acquire tangible fixed assets	(2,~~966~~928	)	(32,~~561~~418	)	~~(7,702~~	)	~~(8,256~~	)
Receipts from sale of tangible fixed assets	1,~~913~~650		~~905~~1,607		~~4,723~~		~~3,526~~
	(1,053	)	(2,656	)	(2,979	)	(4,730	)
	(1,278	)	(811	)
Acquisitions and disposals
Purchase of businesses	(122,~~791~~134	)	(~~235~~502	)	~~(13,743~~	)	~~(856~~	)
Cash acquired with business	10,798		—		10,798		—
Sale of businesses	1,250		1,250
Sale of businesses	—		—		1,250		1,250
	(884	)	748
	(1,993	)	(235	)	(1,695	)	394
Management of liquid resources
Management of liquid resources
Decrease in short-term deposits	2,419		4,884
(Increase)/decrease in short-term deposits	(88	)	(7,131	)	6,832		5,694
Net cash outflow before financing	(3,158	)	(7,926	)
Net cash inflow/(outflow) before financing	1,538		(2,889	)	(3,076	)	(5,591	)
Financing
Financing
Purchase of hedging instruments	(500	)	—
Movement in short-term debt	—		(760	)	—		—
Decrease in cash (excluding short-term deposits)	(3,658	)	(7,926	)
Purchase of hedging instruments	(500	)	—		(1,000	)	(952	)
	(500	)	(760	)	(1,000	)	(952	)
Increase/(decrease) in cash (excluding short-term deposits)	1,038		(3,649	)	(4,076	)	(6,543	)

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

	13 weeks ended				~~39 weeks ended~~
	28.08.04		30.08.03		28.08.04		30.08.03
	26.02.05		28.02.04
	(£ thousands)
	£ millions
Operating profit	43,~~320~~993		54,~~739~~435		~~13,358~~		~~14,875~~
VAT recovery on discontinued business	—		—		1,697		—
Depreciation and amortisation charges	2,812		2,666
Depreciation and amortisation charges	2,671		2,645		8,038		7,864
Movement in provisions	(126	)	(115	)
Movement in provisions	(175	)	207		(329	)	(71	)
Decrease in inventories	2,347		822
Decrease in inventories	3,622		2,317		5,030		5,249
(Increase)/decrease in debtors	(2,057	)	2,101
Increase in debtors	(2,594	)	(1,697	)	(548	)	(2,305	)
Decrease in creditors	(9,497	)	(21,968	)
Decrease in creditors	(3,434	)	(2,639	)	(24,219	)	(24,888	)
Net cash outflow from operating activities	(2,528	)	(12,059	)
Net cash inflow from operating activities	4,410		6,572		3,027		724


Contact:		Jonathan Miller
		TM Group Holdings PLC
		TM House
		Ashwells Road
		Brentwood
		Essex CM15 9ST

		Tel: 01277 372916

		e-mail: tmgh@tmgh.com

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 26, 2004	TM GROUP HOLDINGS PLC
Date: April 25, 2005	TM GROUP HOLDINGS PLC
	By:	/s/ JONATHAN MILLER
		Jonathan Miller
		Finance Director

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