8-K

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): March 25, 2009

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:

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 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 25, 2009, the Board of Directors of Thomas Group, Inc. (the “Company”) adopted an amendment to the Company’s Amended and Restated Bylaws (“Amendment No. 1”), which will enable the Company to be eligible to participate in the Direct Registration System administered by the Depositary Trust Company.  The Direct Registration System allows an investor’s ownership of securities to be recorded and maintained on the books of the issuer or the transfer agent without the issuance of a physical stock certificate.

A copy of Amendment No. 1 is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
3.1	Amendment No. 1 to Amended and Restated Bylaws of Thomas Group, Inc.

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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: March 26, 2009	By:	/s/ Earle Steinberg
		Earle Steinberg,
		Chief Executive Officer

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EX-3.1

Exhibit 3.1

AMENDMENT NO. 1
TO THE AMENDED AND RESTATED BYLAWS

OF THOMAS GROUP, INC.

The following Amendment No. 1 to the Amended and Restated Bylaws of Thomas Group, Inc. (the “Bylaws”), is adopted by the Board of Directors of Thomas Group, Inc. as of March 25, 2009:

The Bylaws are amended by restating Article VII, Section 1 in its entirety as follows:

“Section 1.       STOCK CERTIFICATES.  Shares of capital stock of the Corporation may be certificated or uncertificated, as provided under the DGCL.  Each holder of capital stock of the Corporation represented by certificates and upon request, each holder of uncertificated shares, shall be entitled to have, in such form as shall be approved by the Board, a certificate or certificates for shares of capital stock of the Corporation signed by or in the name of the Corporation by (a) the Chairman of the Board or the President and (b) any of the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary (except that, when any such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or any employee, the signatures of any such officers may be facsimiles, engr aved or printed), which may be sealed with the seal of the Corporation (which seal may be a facsimile, engraved or printed), certifying the number of shares of capital stock of the Corporation owned by such stockholder.  In case any officer who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional, or other special rights of each cl ass of stock or series thereof, and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of any certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise stated in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of any certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof (a) a written not ice containing the information required to be set forth or stated on certificates pursuant to this paragraph or Sections 151, 156, 202(a) or 218(a) of the DGCL, or (b) with respect to this paragraph or Section 151 of the DGCL a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.”

The Bylaws are also amended by restating Article VII, Section 4 in its entirety as follows:

“Section 4.       TRANSFERS OF CAPITAL STOCK.  Shares of capital stock of the Corporation shall be transferable in the manner prescribed by applicable law and these Bylaws.  Transfers of shares of capital stock of the Corporation shall be made on the stock records of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer or accompanied by a duly executed stock transfer power, and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement.  With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Canceled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof.  No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.”