<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 13F
Form 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: March 31, 1999
Check here if Amendment [ X ]; Amendment Number: 1
This Amendment (Check only one.): [ X ] is a restatement.
[ ] adds new holdings
entries.
Institutional Investment Manager Filing this Report:
Name: TM Capital Management, Inc.
Address: 303 South Broadway
Suite 470
Tarrytown, New York 10591
Form 13F File Number: 28-7166
The institutional investment manager filing this report and the
person by whom it is signed hereby represent that the person
signing the report is authorized to submit it, that all
information contained herein is true, correct and complete, and
that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of
this form.
Person Signing this Report on Behalf of Reporting Manager:
Name: Patricia B. Fallon
Title: Treasurer
Phone: (914) 366-4729
Signature, Place, and Date of Signing:
/s/ Patricia B. Fallon Tarrytown, New York May 26, 1999
________________________ _____________________ ______________
[Signature] [City, State] [Date]
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Report Type (Check only one.):
[X ] 13F HOLDINGS REPORT. (Check here if all holdings of
this reporting manager are reported in this report.)
[ ] 13F NOTICE. (Check here if no holdings reported are in
this report, and all holdings are reported by other
reporting manger(s).)
[ ] 13F COMBINATION REPORT. (Check here if a portion of the
holdings for this reporting manager are reported in this
report and a portion are reported by other reporting
manager(s).)
List of Other Managers Reporting for this Manager:
[If there are no entries in this list, omit this section.]
Form 13F File Number Name
28-
[Repeat as necessary.]
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Form 13F SUMMARY PAGE
Report Summary:
Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 11
Form 13F Information Table Value Total: $562,145
[thousands]
The Institutional Investment Manager has requested confidential
treatment for certain positions, which are omitted from this
report and are being filed separately with the Securities and
Exchange Commission.
List of Other Included Managers: None.
Provide a numbered list of the name(s) and Form 13F file
number(s) of all institutional investment managers with respect
to which this report is filed, other than the manager filing this
report.
[If there are no entries in this list, state "NONE" and omit the
column headings and list entries.]
No. Form 13F File Number Name
28-
[Repeat as necessary.]
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<TABLE>
Form 13F INFORMATION TABLE
<CAPTION>
COLUMN
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 7 COLUMN 8
- -------------------- ----------- --------- ------------- ------------------------- ----------- --- ----------------------
TITLE SHRS OR SH/ PUT/ INVESTMENT OTHR VOTING AUTHORITY
NAME OF ISSUER OF CLASS CUSIP VALUE PRN AMT PRN CALL DISCRETION MGRS SOLE SHARED NONE
- ------------------- --------- --------- ------------ ----------- ---- ---- ----------- ---- -------- ------ ----
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALLEGANY ENERGY INC. Common 017361106 26,550,000 900,000 Sole 900,000
CINERGY CORP. Common 172474108 64,391,250 2,341,500 Sole 2,341,500
EDISON INTL Common 281020107 43,387,500 1,950,000 Sole 1,950,000
FLORIDA PROGRESS CORP Common 341109106 32,087,500 850,000 Sole 850,000
GPU INC Common 36225X100 14,925,000 400,000 Sole 400,000
ILLINOVA CORP Common 452317100 67,800,000 3,200,000 Sole 3,200,000
NIAGARA MOHAWK Common 653520106 44,384,062 3,303,000 Sole 3,303,000
HOLDINGS, INC.
NORTHERN STATES POWER Common 665772109 9,506,875 410,000 Sole 410,000
PINNACLE WEST CAPITAL Common 723484101 58,563,750 1,610,000 Sole 1,610,000
CORP.
TEXAS UTILS CO Common 882848104 31,265,625 750,000 Sole 750,000
UNICOM CORP. Common 904911104 169,284,375 4,630,000 Sole 4,630,000
Grand Total 562,145,937
</TABLE>
[Repeat as necessary]
02519001.AB1
