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): June 19, 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 5.~~03.~~02 ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

~~Effective~~On June 19, 2011, the Compensation and Corporate Governance Committee of the Board of Directors of Thomas Group, Inc. (the “~~the~~ Company”) ~~adopted~~and ~~Amendment~~Michael NoE. 2 (McGrath, the ~~“Amendment”)~~Company’s toExecutive ~~the~~Chairman, ~~Amended~~President and ~~Restated~~Chief ~~By-Laws~~Executive ofOfficer, ~~the~~mutually ~~Company~~agreed ~~(as~~to ~~previously~~cancel ~~amended,~~ the ~~“By-Laws”). Previously,~~Restricted atShare aAward ~~special~~previously ~~meeting~~granted to Mr. McGrath on ~~May~~March 2615, 2011, (the ~~Board of Directors of the Company~~“Award”), asunder ~~permitted~~which ~~by the By-Laws and Section~~Mr. ~~158~~McGrath ofwas ~~the~~eligible ~~Delaware~~to ~~General~~receive ~~Corporation~~up ~~Law~~to 60,000 ~~adopted~~restricted ~~a resolution providing that~~ shares of the Company’s common stock, ~~par~~15,000 ~~value~~of ~~$.01~~which ~~per~~would ~~share,~~vest ~~will~~at bethe ~~uncertificated~~end ~~shares~~of ~~and,~~each ~~accordingly,~~calendar ~~all~~quarter ~~shares~~ of ~~the~~2011 ~~Company’s~~if ~~common~~he ~~stock~~was ~~issued~~employed ~~thereafter~~by ~~will~~the noCompany ~~longer~~on bethe ~~represented~~last byday aof ~~share~~the ~~certificate~~quarter. ~~The~~Mr. McGrath ~~ability~~previously toreceived ~~issue~~15,000 ~~uncertificated~~ shares ~~allows~~pursuant ~~the Company~~ to ~~become~~the ~~eligible~~Award toon ~~participate~~March in31, ~~the~~2011, ~~Direct~~however, ~~Registration~~as ~~System~~a ~~that~~result isof ~~currently~~the ~~administered~~cancellation byof the ~~Depository~~Award, ~~Trust Company~~Mr. McGrath ~~The~~will ~~Direct~~not ~~Registration~~receive ~~System~~the ~~permits~~remaining ~~investors~~45,000 torestricted ~~have~~shares. A ~~securities~~copy ~~registered~~of inthe ~~their~~agreement ~~names~~evidencing ~~without~~ the ~~issuance~~cancellation of ~~physical certificates, and~~ the ~~electronic~~Award ~~transfer~~is offiled ~~securities~~as toExhibit 10.1 ~~effect transactions without transferring physical certificates~~hereto.

~~The~~Item ~~Amendment~~8.01 ~~amends~~Other ~~the following provisions of the By-Laws:~~Events

~~· Article~~On June ~~VII~~13, ~~Section 1~~2011, tothe ~~remove~~Company ~~any~~issued ~~requirement~~a press release announcing that it filed post-effective amendments to each of its outstanding registration statements to deregister remaining but unsold shares of common stock under the ~~Company~~compensation ~~issue~~plans ato ~~share~~which ~~certificate~~those registration statements relate. It also announced that it intends to deregister its common stock by filing a ~~shareholder~~Form 15 with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. A copy of the ~~Company~~press ~~upon~~release announcing the ~~shareholder~~Company’s ~~request;~~filings and intent to deregister is furnished as Exhibit 99.1 hereto.

~~· Article VII,~~Item ~~Section 5,~~9.01 toFinancial ~~clarify~~Statements ~~that a replacement share certificate may only be issued if the Company’s common stock is certificated;~~ and Exhibits

~~· Article~~(d) ~~III, Section 8, to permit notice of meetings of the Board of Directors to be given by electronic transmission.~~Exhibits

A copy of the Amendment is attached hereto as Exhibit 3.1.

Exhibit Number		Description

10.1		Cancellation of Restricted Share Award dated as of June 9, 2011
99.1		Press Release dated June 13, 2011

~~Item 9.01 Financial Statements and Exhibits~~2

~~(d) Exhibits~~SIGNATURES

Exhibit Number		Description
3.1		Amendment No. 2 to Amended and Restated By-Laws of Thomas Group, Inc.

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:	June 14, 2011	By:	/s/ Frank W. Tilley
			Frank W. Tilley,
			Chief Financial Officer and
			Vice President

~~SIGNATURES~~3

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:	June 3, 2011	By:	/s/ Frank W. Tilley
			Frank W. Tilley,
			Chief Financial Officer and Vice President

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