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:

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 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.

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