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): ~~May~~June 261, 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 35.0103. ~~Notice~~Amendments ~~of Delisting or Failure~~ to ~~Satisfy~~Articles aof ~~Continued~~Incorporation ~~Listing Rule~~ or ~~Standard~~Bylaws; ~~Transfer~~Change ofin ~~Listing.~~Fiscal Year

OnEffective ~~May~~June 261, 2011, the Board of Directors of Thomas Group, Inc. (the “the Company”) ~~gave~~adopted ~~formal~~Amendment ~~written~~No. 2 ~~notice~~(the “Amendment”) to ~~The~~the ~~NASDAQ~~Amended ~~Stock~~and ~~Market~~Restated ~~LLC~~By-Laws of the Company (as previously amended, the “~~NASDAQ~~By-Laws”). Previously, at a special meeting on May 26, 2011, the Board of ~~its~~Directors ~~intention~~of tothe ~~voluntarily~~Company, ~~delist~~as ~~its~~permitted by the By-Laws and Section 158 of the Delaware General Corporation Law, adopted a resolution providing that shares of the Company’s common stock, ~~from~~par value $.01 per share, will be uncertificated shares and, accordingly, all shares of the Company’s common stock issued thereafter will no longer be represented by a share certificate. The ~~NASDAQ~~ability ~~Capital~~to ~~Market~~issue uncertificated shares allows the Company to become eligible to participate in the Direct Registration System that is currently administered by the Depository Trust Company. The Direct Registration System permits investors to have securities registered in their names without the issuance of physical certificates, and the electronic transfer of securities to effect transactions without transferring physical certificates.

On April 18, 2011, the Company received a NASDAQ Staff Determination Letter stating that it no longer meets the minimum Market Value of Publicly Held Shares (“MVPHS”) requirement set forth in Listing Rule 5550(a)(5) (the “MVPHS Rule”), which requires that the Company maintain a MVPHS of at least $1 million. The ~~Company~~Amendment ~~has~~amends ~~until October 17, 2011 to regain compliance with~~ the ~~MVPHS~~following ~~Rule~~provisions ~~by maintaining a minimum MVPHS~~ of ~~$1 million for at least ten consecutive business days. At this time,~~ the Company has not regained compliance with the MVPHS Rule. In addition, as disclosed in its notice to NASDAQ, the Company is currently not in compliance with the minimum $1.00 bid price requirement set forth in NASDAQ Listing Rule 5550(a)(2), although it has not yet been in nonBy-~~compliance for 30 consecutive business days and has not received a NASDAQ Staff Determination Letter regarding its failure to comply.~~Laws:

~~The~~· Article VII, ~~Board of Directors of the Company approved the delisting at a special meeting on May~~Section 261, ~~2011. The decision~~ to ~~delist~~remove isany ~~based~~requirement ~~primarily on the Company’s desire to conserve resources, the likelihood~~ that the Company ~~will~~issue ~~continue~~a toshare ~~fail~~certificate to ~~meet~~a ~~the~~shareholder ~~requirements~~of ~~for continued NASDAQ listing in~~ the ~~near~~Company ~~future~~upon ~~and~~ the ~~recognition that the benefits of maintaining the Company~~shareholder’s NASDAQ listing have declined. The Company believes the benefits of its NASDAQ listing do not justify the expense and administrative burdens of maintaining the listing given the limited trading volume and low price of its common stock.request;

~~The Company has been notified by NASDAQ that the last day of trading on the NASDAQ Capital Market will be June~~· Article 6VII, ~~2011. The Company intends to file a Form~~Section ~~25 with the SEC on June 6~~5, ~~2011~~ to ~~effect~~clarify ~~the voluntary delisting, and expects~~ that ~~trading~~a inreplacement ~~its~~share ~~common~~certificate ~~stock~~may ~~will~~only be ~~suspended~~issued onif the ~~date~~Company’s ~~the Form 25 is filed, with the official delisting of its~~ common stock ~~becoming~~is ~~effective~~certificated; ~~ten days thereafter, on June 16, 2011.~~and

~~Following~~· Article III, ~~the delisting~~Section 8, ~~the~~to ~~Company~~permit ~~anticipates~~notice ~~that~~of ~~its~~meetings ~~common~~of ~~stock~~the ~~will~~Board beof ~~quoted~~Directors onto ~~the~~be ~~OTC~~given ~~Pink tier operated~~ by ~~OTC Markets Group, a centralized~~ electronic ~~quotation service for over-the-counter securities, so long as market makers demonstrate an interest in trading in the Company’s common stock~~transmission. ~~However, there is no assurance that trading in the Company’s common stock will continue on the OTC Pink tier or on any other securities exchange or quotation medium.~~

~~On May 27, 2011, the Company issued a press release announcing that it has notified NASDAQ of its intent to delist.~~ A copy of the ~~press~~Amendment ~~release~~ is ~~furnished herewith and~~ attached hereto as Exhibit 993.1.

~~Safe~~Item ~~Harbor~~9.01 ~~Statement~~Financial ~~under~~Statements ~~the~~and ~~Private Securities Litigation Reform Act:~~Exhibits

Any statements in this release that are not strictly historical statements, including statements about the Company’s beliefs and expectations, are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements, including, but not limited to the risk that the delisting of the Company’s common stock from NASDAQ will be delayed or that trading in the Company’s common stock will not continue on any other securities exchange or quotation medium, as well as other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s(d) Exhibits

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

Annual Report on Form 10-K for the year ended December 31, 2010. These forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “could,” “should,” “may,” “would,” “continue,” “forecast,” and other similar expressions. These forward-looking statements speak only as of the date of this release. Except as required by law, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.2

3SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits

			Thomas Group, Inc.
			(Registrant)


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

Exhibit Number		Description
99.1		Press Release dated May 27, 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:	June 1, 2011	By:	/s/ Frank W. Tilley
			Frank W. Tilley,
			Chief Financial Officer and Vice President

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