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

~~April~~July 2526, 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 First Quarter ended February 26, 2005 dated April 25, 2005	4
	Press Announcement re: Results (Unaudited) of the Second Quarter ended May 28, 2005 dated July 26, 2005	4

PRESS ANNOUNCEMENT

TM GROUP HOLDINGS PLC

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

ENDED 2628 ~~FEBRUARY~~MAY 2005

TM Group Holdings PLC today announced results for the ~~first~~second quarter ended 2628 ~~February~~ May 2005.

Financial highlights (UK GAAP):

	13 weeks ended		26 weeks ended
	26.02.05	28.02.04
	28.05.05	29.05.04	28.05.05	29.05.04
	£ millions
Turnover	~~170~~172.95	~~157~~158.63	343.5	315.9
Operating Profit
- before exceptional items	4.57	4.46	9.2	9.0
PBIT	5.05	57.31	10.4	12.4
EBITDA
- continuing activities	5.5	5.4	10.4	10.7
- before exceptional items	8.3	8.0
EBITDA	8.2	9.8	16.0	17.8
- continuing activities	8.2	8.1	16.0	16.1

Turnover at £~~170~~172.9m5m for the quarter was £1314.3m2m higher than prior year, including £21.2m from the acquired Dillons ~~Stores~~stores. Same store takings before lottery were lower than prior year in the ~~first~~ quarter.

Operating profit before exceptional items of £4.5m7m was ahead of the same quarter last year.

~~PBIT~~Last atyear ~~£5.0m~~included ~~was~~an exceptional £01.3m7m ~~lower~~credit inarising ~~the~~from ~~quarter~~a ~~after~~VAT ~~charging~~settlement in ~~exceptional~~relation ~~costs~~to Mayfair Services (disposed of £0in December 2000).~~5m.~~

~~EBITDA~~PBIT ~~before exceptional items for the~~on ~~quarter~~continuing ofactivities at £85.3m5m was £0.3m1m higher ~~than~~in ~~prior~~the ~~year~~quarter.

4EBITDA from continuing activities of £8.2m was £0.1m higher than prior year.

Commentary

Turnover at £~~170~~172.9m5m for the 13 weeks to 2628 ~~February~~May 2005 was £1314.3m2m higher than prior year, including £21.2m2 m for the acquired Dillons stores.

Operating profit for the quarter, before exceptional ~~costs~~items was £0.1m higher than prior year at £4.5m7m.

Same store takings before lottery were 2.1% lower than last year. The weighted average store base for the quarter was 11.03% higher than ~~least~~last year due to the impact of Dillons.

The same store sales performance was influenced by lower sales of phone top -up products, ~~tobacco~~ and news. ~~Grocery~~Tobacco ~~continued~~sales towere ~~show~~slightly ~~good~~ahead ~~growth~~of prior year. ~~Sales~~Easter performance ~~over~~was reasonable overall in view of the ~~Christmas~~shorter season ~~was~~this ~~reasonable overall~~year.

~~Trading~~Percentage trading margins were ~~broadly similar~~in toline with prior year,. Branch costs were higher due to the increased store base and the impact on wage costs of the October 2004 rise in ~~percentage~~the ~~terms,~~National ~~including~~Minimum Wage. Overheads were lower in the ~~Dillons~~quarter ~~CTNs~~as a result of the restructuring exercise implemented in the fourth quarter of 2004.

~~Branch~~ Exceptional costs ~~were higher due to the increased store base and the latest rise in the National Minimum Wage~~of £0.2m ~~Overheads~~comprised ~~were~~further ~~lower in the quarter following the recent~~ restructuring costs.

~~Exceptional~~The ~~costs~~number of £0trading stores at the end of the quarter was 1,315 after a net reduction of 3 during the quarter.5m ~~comprised~~Of ~~further~~the ~~restructuring~~closing ~~costs~~base, 308 were classified Convenience stores, 119 Variety stores and 888 Newsagents.

~~The~~Net ~~number~~interest ofpayable ~~trading stores~~ at ~~the~~£3.7m ~~end~~for of the quarter was ~~1,318~~£0.7m ~~after~~higher athan ~~net~~prior ~~reduction of 9 during the quarter~~year. Last Ofyear ~~the~~included ~~closing~~a ~~base,~~credit ~~304 were~~of ~~classified~~£0.5m ~~Convenience~~being ~~stores,~~interest ~~120~~received ~~Variety~~in ~~stores~~relation ~~and~~to ~~894~~the ~~Newsagents~~VAT settlement.

~~Net interest~~Sterling ~~payable~~weakened atto £31 = $1.9m8230 at the quarter end, giving an unrealised exchange loss for the quarter ~~was~~of £03.3m9m, ~~lower~~net ~~than~~of ~~prior~~the revaluation of the Company’s currency hedges. The year to date position is a loss of £2.9m.

~~Sterling~~Cash ~~strengthened~~inflow tofrom £1operating =activities ~~$1.9150~~in at the quarter ~~end,~~was ~~giving~~£4.6m ~~rise~~compared to an ~~unrealised~~inflow ~~exchange~~of ~~gain~~£10.7m ~~for~~in the same quarter oflast year. The year to date cash inflow is £02.~~9m,~~1m ~~net~~compared ofto ~~the~~an ~~revaluation~~outflow of ~~currency~~£1.4m ~~hedges~~last year.

At the quarter end cash at bank and in hand was £5.2m.

Cash outflow from operating activities for the quarter was £2.5m. This was ahead of prior year, principally reflecting the non-participation in available seasonal extended credit at the 2004 year end.

At the quarter end, cash and bank balances were £9.2m. 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				26 weeks ended
	26.02.05		28.02.04
	28.05.05		29.05.04		28.05.05		29.05.04
Sales:	170,947		157,628
	(£ thousands)
Operating costs	(166,455	)	(153,193	)
Sales:	172,547		158,320		343,494		315,948
Exceptional	(499	)	—
Operating costs	(167,848	)	(153,717	)	(334,303	)	(306,910	)
	(166,954	)	(153,193	)
Exceptional	(164	)	—		(663	)	—
Operating profit	4,492		4,435
	(168,012	)	(153,717	)	(334,966	)	(306,910	)
Exceptional	(499	)	—
Operating profit	4,699		4,603		9,191		9,038
	3,993		4,435
Exceptional	(164	)	—		(663	)	—
Profit on asset disposals	983		855
	4,535		4,603		8,528		9,038
Profit before interest and taxation	4,976		5,290
VAT recovery on discontinued business	—		1,697		—		1,697
Net interest payable	(3,941	)	(4,235	)
Profit on asset disposals	932		822		1,915		1,677
Exchange movement on re-translation of Senior Notes and Currency Hedge	921		6,717
Profit/(loss) before interest and taxation	5,467		7,122		10,443		12,412
Net interest payable and similar charges	(3,020	)	2,482
Net interest payable	(3,713	)	(3,077	)	(7,654	)	(7,312	)
Profit before taxation	1,956		7,772
Exchange movement on re-translation of Senior Notes and Currency Hedge	(3,857	)	(1,688	)	(2,936	)	5,029
Taxation	(805	)	(2,539	)
Net interest payable and similar charges	(7,570	)	(4,765	)	(10,590	)	(2,283	)
Profit after taxation	1,151		5,233
(Loss)/Profit before taxation	(2,103	)	2,357		(147	)	10,129
Taxation	464		(917	)	(341	)	(3,456	)
(Loss)/Profit after taxation	(1,639	)	1,440		(488	)	6,673

All figures are presented under UK GAAP.

TM GROUP HOLDINGS PLC

CONSOLIDATED BALANCE SHEET

(unaudited)

	26.02.05		27.11.04
	28.05.05		27.11.04
	(£ thousands)
Fixed assets
Tangible fixed assets	4544,~~482~~484		45,747
Intangible fixed assets	1516,~~653~~281		15,777
	61,135		61,524
	60,765		61,524
Current assets
Inventories	36,~~552~~144		38,880
Debtors	3231,~~675~~520		31,868
Other current asset	7850		—
Cash at bank and in hand	95,~~160~~222		15,237
	78,465		85,985
	72,936		85,985
Creditors: amounts falling due within one year
Trade creditors	(48,010	)	(57,746	)
Short-term loan	(1,148	)	—
Other liabilities	(30,694	)	(26,521	)
Trade creditors	(50,033	)	(57,746	)
	(78,704	)	(84,267	)
Other liabilities	(19,448	)	(26,521	)
Net current (liabilities)/assets	(239	)	1,718
	(70,629	)	(84,267	)
Total assets less current liabilities	60,896		63,242
Net current assets	2,307		1,718
Total assets less current liabilities	63,072		63,242
Creditors: amounts falling due after more than one year
Senior and senior subordinated notes	(~~127~~131,~~720~~663	)	(128,949	)
Other	(~~647~~636	)	(3,100	)
	(128,367	)	(132,049	)
	(132,299	)	(132,049	)
Provisions for liabilities and charges	(4,~~237~~120	)	(4,052	)
Net liabilities	(7173,~~708~~347	)	(72,859	)
Capital and reserves
Called up share capital	212		212
Share premium account	20,527		20,527
Profit and loss account	(3234,~~555~~194	)	(33,706	)
Other reserve	(59,892	)	(59,892	)
	(71,708	)	(72,859	)
	(73,347	)	(72,859	)

The dollar liability under the Senior Notes has been translated at $1.~~9150~~8230 being a representative US dollar/UK sterling exchange rate on 2628 ~~February~~May 2005.

All figures are presented under UK GAAP.

TM GROUP HOLDINGS PLC

CONSOLIDATED CASH FLOW STATEMENT

(unaudited)

	13 weeks ended				26 weeks ended
	26.02.05		28.02.04
	28.05.05		29.05.04		28.05.05		29.05.04
	£ millions
	(£ thousands)
Net cash outflow from operating activities	(2,528	)	(12,059	)
Net cash inflow/(outflow) from operating activities	4,584		10,676		2,056		(1,383	)
Returns on investments and servicing of finance
Net interest received/(paid)	33		(8	)
Net interest paid	(7,467	)	(7,645	)	(7,434	)	(7,653	)
Tax paid	(~~920~~651	)	(~~680~~190	)	(1,571	)	(870	)
Capital expenditure and financial investment
Payments to acquire tangible fixed assets	(21,~~928~~586	)	(2,~~418~~318	)	(4,514	)	(4,736	)
Receipts from sale of tangible fixed assets	12,~~650~~403		1,~~607~~203		4,053		2,810
	(1,278	)	(811	)
	817		(1,115	)	(461	)	(1,926	)
Acquisitions and disposals
Purchase of businesses	(2,~~134~~369	)	(~~502~~450	)	(4,503	)	(952	)
Sale of businesses	~~1,250~~—		~~1,250~~—		1,250		1,250
	(884	)	748
	(2,369	)	(450	)	(3,253	)	298
Management of liquid resources
Decrease in short-term deposits	23,~~419~~673		42,~~884~~036		6,092		6,920
Net cash outflow before financing	(3,158	)	(7,926	)
Net cash (outflow)/inflow before financing	(1,413	)	3,312		(4,571	)	(4,614	)
Financing
Purchase of hedging instruments	(500	)	—
Movement in short-term debt	1,148		—		1,148		—
Decrease in cash (excluding short-term deposits)	(3,658	)	(7,926	)
Purchase of hedging instrument	—		(500	)	(500	)	(500	)
	1,148		(500	)	648		(500	)
(Decrease)/increase in cash (excluding short-term deposits)	(265	)	2,812		(3,923	)	(5,114	)
The reconciliation of operating profit to net cash flow from operating activities is as follows:
	13 weeks ended				26 weeks ended
	28.05.05		29.05.04		28.05.05		29.05.04
	(£ thousands)
Operating profit	4,535		4,603		8,528		9,038
VAT recovery on discontinued business	—		1,697		—		1,697
Depreciation and amortisation charges	2,765		2,701		5,577		5,367
Movement in provisions	(322	)	(39	)	(448	)	(154	)
Decrease in inventories	505		586		2,852		1,408
Decrease/(increase) in debtors	1,392		(55	)	(665	)	2,046
(Decrease)/increase in creditors	(4,291	)	1,183		(13,788	)	(20,785	)
Net cash inflow/(outflow) from operating activities	4,584		10,676		2,056		(1,383	)

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

	13 weeks ended
	26.02.05		28.02.04
	£ millions
Operating profit	3,993		4,435
Depreciation and amortisation charges	2,812		2,666
Movement in provisions	(126	)	(115	)
Decrease in inventories	2,347		822
(Increase)/decrease in debtors	(2,057	)	2,101
Decrease in creditors	(9,497	)	(21,968	)
Net cash outflow from operating activities	(2,528	)	(12,059	)


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

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