UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~April~~ May 184, 2011

Thomas Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-22010		72-0843540
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5221 N. O’Connor Blvd., Suite 500 Irving, Texas		75039
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code: (972) 869-3400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 32.~~01.~~02 ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

On ~~April~~May 184, 2011, Thomas Group, Inc. ~~(the~~issued ~~“Company”) received~~ a ~~Nasdaq~~press ~~Staff~~release ~~Determination~~announcing ~~Letter stating that~~ the ~~Company~~results ~~no longer meets the minimum Market Value~~ of ~~Publicly~~operations ~~Held~~and ~~Shares~~financial ~~(“MVPHS”)~~condition ~~requirement set forth in Listing Rule 5550(a)(5)~~ of ~~the~~Thomas ~~Nasdaq Stock Market (the “Rule”). The Rule~~Group, ~~requires that the Company maintain a MVPHS of at least $1 million~~Inc. ~~The~~ ~~Company has until October 17, 2011 to regain compliance with the Rule by maintaining a minimum MVPHS of $1 million~~ for ~~at least ten consecutive business days. If~~ the ~~Company~~three ~~does~~months ~~not~~ended ~~regain compliance with the Rule~~March ~~by such date~~31, ~~it will receive written notification that its securities are subject to delisting from The Nasdaq Capital Market~~2011. AtA ~~that~~copy ~~time,~~of the ~~Company~~press ~~may~~release ~~appeal~~is ~~the~~furnished ~~delisting~~herewith ~~determination~~and toattached ahereto ~~Hearings~~as ~~Panel~~Exhibit 99.1.

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being expressly incorporated by reference in such filing. The exhibits contain, and may implicate, forward-looking statements regarding the registrant and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

~~SIGNATURES~~2

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

		THOMAS GROUP, INC.
Date: April 21, 2011	By:	/s/ Frank Tilley
		Frank Tilley
		Chief Financial Officer

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated May 4, 2011

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 hereunto duly authorized.

		Thomas Group, Inc.
		(Registrant)


Date:	May 5, 2011	By:	/s/ Frank W. Tilley
			Frank W. Tilley,
			Chief Financial Officer and Vice President

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