8-K

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):  December 20, 2005

Thomas Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-22010	72-0843540
(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)
(972) 869-3400
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:

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

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

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

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

Item 8.01  Other Events

On December 20, 2005, Thomas Group’s Board of Directors adopted a policy under which it intends to pay an aggregate annual cash dividend of $0.20 on each outstanding share of common stock.  The annual dividend will be payable quarterly at a rate of $0.05 per share.  On December 20, 2005, Thomas Group’s Board of Directors declared the first quarterly cash dividend under this annual dividend policy.  The record date for the fourth quarter 2005 cash dividend is December 30, 2005, and the payment date for that dividend is January 13, 2006.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description
The following exhibit to the Current Report of Form 8-K is not being filed, but is being furnished pursuant to Item 9.01:
99.1	Press Release issued December 21, 2005 entitled “Thomas Group Announces Quarterly Cash Dividend and Adoption of Annual Dividend Policy.”

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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:	December 22, 2005	By:	/s/ James T. Taylor
				James T. Taylor,
				President & Chief Executive Officer

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EX-99.1

Exhibit 99.1

International Headquarters
5221 North O’Connor Blvd.
Suite 500
Irving, Texas 75039	News Release
Phone: 972.869.3400
Fax:     972.443.1701

FOR IMMEDIATE RELEASE

Contact :	Jim Taylor, Chief Executive Officer
	972-869-3400
	jtaylor@thomasgroup.com

Thomas Group Announces Quarterly Cash Dividend and Adoption of Annual Dividend Policy

Irving, Texas, December 21, 2005 Thomas Group, Inc. (TGIS.OB) today announced that it has adopted a policy under which it intends to pay an aggregate annual cash dividend of $0.20 on each outstanding share of common stock.  The annual dividend will be payable quarterly at a rate of $0.05 per share.  On December 20, 2005, Thomas Group’s Board of Directors declared the first quarterly cash dividend under this annual dividend policy.  The record date for the fourth quarter 2005 cash dividend is December 30, 2005, and the payment date for that dividend is January 13, 2006.

“This is the first dividend declaration in the history of Thomas Group, “ stated Jim Taylor, President and CEO. “The fourth quarter dividend represents a return to our shareholders of what we believe to be outstanding performance in 2005.  The adoption of the annual dividend policy displays our confidence in the future prospects of Thomas Group. We remain committed to delivering results for our clients and building value for our shareholders.”

The annual cash dividend policy and the payment of future cash dividends under the policy are subject to the continuing determination by the board of directors that the policy remains in the best interests of Thomas Group’s shareholders and compliance with laws applicable to the declaration and payment of cash dividends.

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Thomas Group, Inc. is an international, publicly traded business consulting firm (TGIS.OB).  Thomas Group’s unique brand of process improvement and performance management services enable businesses to enhance operations, improve productivity and quality, reduce costs, generate cash and drive higher profitability.  Known as The Results Company^SM, Thomas Group creates and implements customized improvement strategies for sustained performance improvements in all facets of the business enterprise.  Thomas Group has offices in Dallas, Detroit, Zug, and Hong Kong.  For additional information on Thomas Group, Inc., please go to www.thomasgroup.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act:

Statements in this release that are not strictly historical are “forward looking” statements, which should be considered as subject to the many uncertainties that exist in the Company’s operations and business environment.  These uncertainties, which include economic and business conditions that may impact clients and the Company’s performance-oriented fees, timing of contracts and revenue recognition, competitive and cost factors, and the like, are set forth in the Company’s Form 10-K for the year ended December 31, 2004 filed with the Securities and Exchange Commission.

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