Exhibit 23.2

                              CONSENT OF COUNSEL

     Phillips, McFall, McCaffrey, McVay & Murrah, P.C., hereby consents to the
use of its name under the heading "Legal Opinions" in the Prospectus
constituting a part of Amendment No. 1 to the Form S-4 Registration Statement,
No. 33-64649, of TMS, Inc., and further consents to the filing of its opinion of
counsel as an exhibit to such Registration Statement.


                       PHILLIPS, MCFALL, MCCAFFREY, MCVAY & MURRAH, P.C.

                       /s/ Phillips, McFall, McCaffrey, McVay & Murrah, P.C.

Oklahoma City, Oklahoma
January 19, 1996