content: <PAGE>   1
        As filed with the Securities and Exchange Commission on April 7, 1999
                                                    Registration No. 333-_________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                         ----------------------------------
  
                                     FORM S-8(1)
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                         ----------------------------------
  
                                 THOMAS GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
  
              DELAWARE                                     72-0843540
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
  
  5221 NORTH O'CONNOR BOULEVARD, SUITE 500                75039-3714
                IRVING, TEXAS                             (Zip Code)
  (Address of Principal Executive Offices)
  
  
                               1997 STOCK OPTION PLAN
                     AMENDED AND RESTATED 1988 STOCK OPTION PLAN
                     AMENDED AND RESTATED 1992 STOCK OPTION PLAN
  
                              (Full title of the plans)
  
                         ----------------------------------
  
                                 J. THOMAS WILLIAMS
                                      PRESIDENT
                                 THOMAS GROUP, INC.
                      5221 NORTH O'CONNOR BOULEVARD, SUITE 500
                              IRVING, TEXAS 75039-3714
                                   (972) 869-3400
  (Name, address and telephone number, including area code, of agent for service)
  
                                      Copy to:
  
                                    DAVID H. ODEN
                                HAYNES AND BOONE, LLP
                               3100 NATIONSBANK PLAZA
                                   901 MAIN STREET
                              DALLAS, TEXAS 75202-3787
                                   (214) 651-5000
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==================================================================================================================
                                                 Proposed              Proposed                                       
  Title of Securities         Amount         Maximum Offering     Maximum Aggregate                                   
   To Be Registered      To Be Registered   Price per Share(2)    Offering Price(2)    Amount of Registration Fee(2)
  ------------------------------------------------------------------------------------------------------------------
  <S>                    <C>                <C>                   <C>                  <C>
  COMMON STOCK,         
  $.01 PAR VALUE........    1,550,000            $9.032             $13,999,600                 $3,891.90     
  ==================================================================================================================
  </TABLE>
  
  (1)  This Registration Statement on Form S-8 also constitutes a post-effective
       amendment to the Registrant's Registration Statement on Form S-3, SEC file
       number 333-39135 to remove from registration 1,400,000 shares of the
       Registrant's Common Stock, $.01 par value per share, covered by that
       registration statement that were unsold at the termination of the offering
       covered by that registration statement.
  
  (2)  Estimated pursuant to Rule 457(h)(1) solely for the purpose of calculating
       the registration fee based on the average of the high and low price of the
       Common Stock, as registered on the NASDAQ National Market, on March 31,
       1999.
  
  
  PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS CONTAINING
  THE INFORMATION SPECIFIED IN PART 1 OF FORM S-8 WITH RESPECT TO SECURITIES
  COVERED BY THIS REGISTRATION STATEMENT WILL BE USED IN CONNECTION WITH
  SECURITIES PREVIOUSLY REGISTERED ON FORM S-8 UNDER REGISTRATION STATEMENT NO.
  33071752.
  
  ================================================================================
  
  <PAGE>   2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following documents filed by Thomas Group, Inc. (the "Registrant" or
  the "Company") with the Securities and Exchange Commission (the "Commission")
  are incorporated here by reference:
  
          (a)     The Registrant's latest annual report filed pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934.
  
          (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the fiscal
                  year covered by the annual report referred to in (a) above.
  
          (c)     The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statements on Form 8-A as filed
                  with the Commission on July 2, 1993, and on July 16, 1998.
  
          (d)     All documents subsequently filed by the Registrant pursuant to
                  Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
                  Act of 1934, prior to the filing of a post-effective amendment
                  that indicates that all securities offered have been sold or
                  that deregisters all securities then remaining unsold, will be
                  deemed to be incorporated by reference in, and to be a part of,
                  this Registration Statement from the date of filing of such
                  documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          The Registrant is empowered by Section 145 of the Delaware General
  Corporation Law, subject to the procedures and limitations stated therein, to
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding, whether
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation) by reason of the fact that such person is or was
  an officer, employee, agent or director of the Registrant, or is or was serving
  at the request of the Registrant as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by such person in connection with
  such action, suit or proceeding, if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. The Registrant may
  indemnify any such person against expenses (including attorneys' fees) in an
  action by or in right of the Registrant under the same conditions, except that
  no indemnification is permitted without 
  
  
                                         1
  <PAGE>   3
  
  judicial approval if such person is adjudged to be liable to the Registrant. To
  the extent such person is successful on the merits or otherwise in the defense
  of any action referred to above, the Registrant must indemnify him against the
  expenses which he actually and reasonably incurred in connection therewith.
  
          The Registrant's Certificate of Incorporation and Bylaws provide broadly
  for the indemnification of the officers and directors of the Registrant. In
  addition, the Registrant's Certificate of Incorporation provides that, to the
  fullest extent permitted by the Delaware General Corporation Law, a director of
  the Registrant shall not be liable to the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty as a director.
  
          The Registrant has entered into indemnification agreements with its
  directors and certain officers. These agreements provide that the Registrant
  will indemnify such persons against all costs and expenses incurred in
  connection with legal proceedings that arise by reason of the fact that such
  person is or was an officer or director of the Registrant. These agreements
  continue until the conclusion of all legal proceedings brought within ten years
  after such individual has ceased to be a director or officer of the Company.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  ITEM 8. EXHIBITS.
  
          Exhibit No.                                 Exhibit
  
              3.1        Restated Certificate of Incorporation of the
                         Registrant (incorporated here by reference to Exhibit
                         3.1 to the Company's Registration Statement on Form
                         S-1 filed with the Commission on June 15, 1993,
                         Registration No. 33-64492) (the "1993 Form S-1").
  
              3.2        Amendment to the Restated Certificate of
                         Incorporation (incorporated here by reference to
                         Exhibit 3.2 to the 1993 Form S-1).
  
              3.3        Amendment to the Restated Certificate of
                         Incorporation (incorporated here by reference to
                         Exhibit 3.3 to the 1993 Form S-1).
  
              3.4        Amendment to the Restated Certificate of
                         Incorporation (incorporated here by reference to
                         Exhibit 3.4 to the 1993 Form S-1).
  
              3.5        Rights Agreement, dated as of July 9, 1998, by and
                         between Thomas Group, Inc. and Harris Trust and
                         Savings Bank, as Rights Agent, including exhibits
                         thereto (incorporated here by reference to Exhibit 1
                         to the Company's Registration Statement on Form 8-A,
                         filed with the Commission on July 16, 1998).
  
              3.6        Amended and Restated Bylaws (incorporated here by 
                         reference to Exhibit 3.5 to the 1993 Form S-1).
  
              3.7        Amended and Restated 1988 Stock Option Plan 
                         (incorporated here by reference to Exhibit 10.14 to the 
                         1993 Form S-1).
  
  
                                         2
  <PAGE>   4
  
         3.8      1997 Stock Option Plan.
  
         3.9      Amended and Restated 1992 Stock Option Plan.
  
         5.1      Opinion of Roger A. Crabb, Esq., Counsel for Thomas Group, Inc.
  
         23.1     Consent of BDO Seidman, LLP.
  
         23.2     Consent of Roger A. Crabb, Esq. (included in 5.1).
  
         24.1     Power of Attorney of the Directors (included on signature page).
  
  ITEM 9. UNDERTAKINGS.
  
          (a) The Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:
  
                  (i) to include any prospectus required by Section 10(a)(3) of
              the Securities Act of 1933;
  
                  (ii) to reflect in the prospectus any facts or events arising 
              after the effective date of the registration statement (or the most
              recent post-effective amendment thereof) which, individually or in
              the aggregate, represent a fundamental change in the information
              set forth in this registration statement;
  
                  (iii) to include any material information with respect to the 
              plan of distribution not previously disclosed in this registration
              statement or any material change to such information in this
              registration statement.
  
              (2) That, for the purpose of determining any liability under the 
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof; and
  
              (3) To remove from registration by means of a post-effective 
          amendment any of the securities being registered which remain unsold at
          the termination of the offering.
  
          (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  
                                         3
  <PAGE>   5
  
          (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
  
                                         4
  <PAGE>   6
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on April 7, 1999.
  
                                           THOMAS GROUP, INC.
  
  
                                           By:
                                              -----------------------------------
                                              J. Thomas Williams, President
  
          KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby
  constitutes and appoints J. Thomas Williams and Roger A. Crabb, the
  undersigned's true and lawful attorneys-in-fact and agents, with full power of
  substitution, for the undersigned and on the undersigned's behalf and in the
  undersigned's name, place, and stead, in any and all capacities, to sign,
  execute, and file with the Securities and Exchange Commission and any state
  securities regulatory board or commission any documents relating to the proposed
  issuance and registration of the securities offered pursuant to this
  registration statement on Form S-8 under the Securities Act of 1933, including
  any amendment or amendments, with all exhibits and any and all documents
  required to be filed with respect thereto with any regulatory authority,
  granting unto the attorneys-in-fact and agents, and each of them, full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises in order to effectuate the same as fully to
  all intents and purposes as the undersigned might or could do if personally
  present, hereby ratifying and confirming all that the attorneys-in-fact and
  agents, or either of them, or their substitute or substitutes, may lawfully do
  or cause to be done.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
             Signature                                Title                   Date
             ---------                                -----                   ----
  <S>                                        <C>                          <C>
  
  /s/ JOHN T. CHAIN, JR.
  --------------------------------           Chairman of the Board        April 7, 1999
  John T. Chain, Jr.                         and Director
  
  /s/ J. THOMAS WILLIAMS
  --------------------------------           President,                   April 7, 1999
  J. Thomas Williams                         Chief Executive Officer,
                                             and Director
  
  /s/ LELAND L. GRUBB, JR.
  --------------------------------           Vice President,              April 7, 1999
  Leland L. Grubb, Jr.                       Chief Financial Officer,
                                             and Treasurer
  </TABLE>
  
  
                                          5
  <PAGE>   7
  
  
  <TABLE>
  <S>                                        <C>                          <C>
  
  /s/ JAMES E. DYKES
  --------------------------------           Director                     April 7, 1999
  James E. Dykes
  
  /s/ RICHARD A. FREYTAG
  --------------------------------           Director                     April 7, 1999
  Richard A. Freytag
  
  /s/ DAVID B. MATHIS
  --------------------------------           Director                     April 7, 1999
  David B. Mathis
  
  /s/ ALEXANDER W. YOUNG
  --------------------------------           Director                     April 7, 1999
  Alexander W. Young
  </TABLE>
  
  
  
  
                                         6
  <PAGE>   8
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit
     No.      Exhibit
  -------     -------
  
  <S>         <C>
  3.1         Restated Certificate of Incorporation of the Registrant
              (incorporated here by reference to Exhibit 3.1 to the Company's
              Registration Statement on Form S-1 filed with the Commission on June
              15, 1993, Registration No. 33-64492) (the "1993 Form S-1").
  
  3.2         Amendment to the Restated Certificate of Incorporation (incorporated
              here by reference to Exhibit 3.2 to the 1993 Form S-1).
  
  3.3         Amendment to the Restated Certificate of Incorporation (incorporated
              here by reference to Exhibit 3.3 to the 1993 Form S-1).
  
  3.4         Amendment to the Restated Certificate of Incorporation (incorporated
              here by reference to Exhibit 3.4 to the 1993 Form S-1).
  
  3.5         Rights Agreement, dated as of July 9, 1998, by and between Thomas
              Group, Inc. and Harris Trust and Savings Bank, as Rights Agent,
              including exhibits thereto (incorporated here by reference to
              Exhibit 1 to the Company's Registration Statement on Form 8-A, filed
              with the Commission on July 16, 1998).
  
  3.6         Amended and Restated Bylaws (incorporated here by reference to
              Exhibit 3.5 to the 1993 Form S-1).
  
  3.7         Amended and Restated 1988 Stock Option Plan (incorporated here by
              reference to Exhibit 10.14 to the 1993 Form S-1).
  
  3.8         1997 Stock Option Plan.
  
  3.9         Amended and Restated 1992 Stock Option Plan.
  
  5.1         Opinion of Roger A. Crabb, Esq., Counsel for Thomas Group, Inc.
  
  23.1        Consent of BDO Seidman, LLP.
  
  23.2        Consent of Roger A. Crabb, Esq. (included in 5.1).
  
  24.1        Power of Attorney of the Directors (included on signature page).
  </TABLE>
  
  
  
                                         7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20194}]
metadata_filer: {"company-data": {"conformed-name": "THOMAS GROUP INC", "cik": "0000900017", "assigned-sic": "8742", "irs-number": "720843450", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75811", "film-number": "99588818"}, "business-address": {"street1": "5215 N OCONNOR BLVD STE 2500", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "9728693400"}, "mail-address": {"street1": "5215 N OCONNOR SUITE 2500", "city": "IRVING", "state": "TX", "zip": "75039"}}
text: 1
        As filed with the Securities and Exchange Commission on April 7, 1999
                                                    Registration No. 333-_________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                         ----------------------------------
  
                                     FORM S-8(1)
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                         ----------------------------------
  
                                 THOMAS GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                     72-0843540
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
  5221 NORTH O'CONNOR BOULEVARD, SUITE 500                75039-3714
                IRVING, TEXAS                             (Zip Code)
  (Address of Principal Executive Offices)
  
                               1997 STOCK OPTION PLAN
                     AMENDED AND RESTATED 1988 STOCK OPTION PLAN
                     AMENDED AND RESTATED 1992 STOCK OPTION PLAN
  
                              (Full title of the plans)
  
                         ----------------------------------
  
                                 J. THOMAS WILLIAMS
                                      PRESIDENT
                                 THOMAS GROUP, INC.
                      5221 NORTH O'CONNOR BOULEVARD, SUITE 500
                              IRVING, TEXAS 75039-3714
                                   (972) 869-3400
  (Name, address and telephone number, including area code, of agent for service)
  
                                      Copy to:
  
                                    DAVID H. ODEN
                                HAYNES AND BOONE, LLP
                               3100 NATIONSBANK PLAZA
                                   901 MAIN STREET
                              DALLAS, TEXAS 75202-3787
                                   (214) 651-5000
  
                           CALCULATION OF REGISTRATION FEE
  ==================================================================================================================
                                                 Proposed              Proposed                                       
  Title of Securities         Amount         Maximum Offering     Maximum Aggregate                                   
   To Be Registered      To Be Registered   Price per Share(2)    Offering Price(2)    Amount of Registration Fee(2)
  ------------------------------------------------------------------------------------------------------------------
  COMMON STOCK,         
  $.01 PAR VALUE........    1,550,000            $9.032             $13,999,600                 $3,891.90     
  ==================================================================================================================
  (1)  This Registration Statement on Form S-8 also constitutes a post-effective
       amendment to the Registrant's Registration Statement on Form S-3, SEC file
       number 333-39135 to remove from registration 1,400,000 shares of the
       Registrant's Common Stock, $.01 par value per share, covered by that
       registration statement that were unsold at the termination of the offering
       covered by that registration statement.
  
  (2)  Estimated pursuant to Rule 457(h)(1) solely for the purpose of calculating
       the registration fee based on the average of the high and low price of the
       Common Stock, as registered on the NASDAQ National Market, on March 31,
       1999.
  
  PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS CONTAINING
  THE INFORMATION SPECIFIED IN PART 1 OF FORM S-8 WITH RESPECT TO SECURITIES
  COVERED BY THIS REGISTRATION STATEMENT WILL BE USED IN CONNECTION WITH
  SECURITIES PREVIOUSLY REGISTERED ON FORM S-8 UNDER REGISTRATION STATEMENT NO.
  33071752.
  
  ================================================================================
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following documents filed by Thomas Group, Inc. (the "Registrant" or
  the "Company") with the Securities and Exchange Commission (the "Commission")
  are incorporated here by reference:
  
          (a)     The Registrant's latest annual report filed pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934.
  
          (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the fiscal
                  year covered by the annual report referred to in (a) above.
  
          (c)     The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statements on Form 8-A as filed
                  with the Commission on July 2, 1993, and on July 16, 1998.
  
          (d)     All documents subsequently filed by the Registrant pursuant to
                  Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
                  Act of 1934, prior to the filing of a post-effective amendment
                  that indicates that all securities offered have been sold or
                  that deregisters all securities then remaining unsold, will be
                  deemed to be incorporated by reference in, and to be a part of,
                  this Registration Statement from the date of filing of such
                  documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          The Registrant is empowered by Section 145 of the Delaware General
  Corporation Law, subject to the procedures and limitations stated therein, to
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding, whether
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation) by reason of the fact that such person is or was
  an officer, employee, agent or director of the Registrant, or is or was serving
  at the request of the Registrant as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by such person in connection with
  such action, suit or proceeding, if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. The Registrant may
  indemnify any such person against expenses (including attorneys' fees) in an
  action by or in right of the Registrant under the same conditions, except that
  no indemnification is permitted without 
  
                                         1
  3
  
  judicial approval if such person is adjudged to be liable to the Registrant. To
  the extent such person is successful on the merits or otherwise in the defense
  of any action referred to above, the Registrant must indemnify him against the
  expenses which he actually and reasonably incurred in connection therewith.
  
          The Registrant's Certificate of Incorporation and Bylaws provide broadly
  for the indemnification of the officers and directors of the Registrant. In
  addition, the Registrant's Certificate of Incorporation provides that, to the
  fullest extent permitted by the Delaware General Corporation Law, a director of
  the Registrant shall not be liable to the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty as a director.
  
          The Registrant has entered into indemnification agreements with its
  directors and certain officers. These agreements provide that the Registrant
  will indemnify such persons against all costs and expenses incurred in
  connection with legal proceedings that arise by reason of the fact that such
  person is or was an officer or director of the Registrant. These agreements
  continue until the conclusion of all legal proceedings brought within ten years
  after such individual has ceased to be a director or officer of the Company.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  ITEM 8. EXHIBITS.
  
          Exhibit No.                                 Exhibit
  
              3.1        Restated Certificate of Incorporation of the
                         Registrant (incorporated here by reference to Exhibit
                         3.1 to the Company's Registration Statement on Form
                         S-1 filed with the Commission on June 15, 1993,
                         Registration No. 33-64492) (the "1993 Form S-1").
  
              3.2        Amendment to the Restated Certificate of
                         Incorporation (incorporated here by reference to
                         Exhibit 3.2 to the 1993 Form S-1).
  
              3.3        Amendment to the Restated Certificate of
                         Incorporation (incorporated here by reference to
                         Exhibit 3.3 to the 1993 Form S-1).
  
              3.4        Amendment to the Restated Certificate of
                         Incorporation (incorporated here by reference to
                         Exhibit 3.4 to the 1993 Form S-1).
  
              3.5        Rights Agreement, dated as of July 9, 1998, by and
                         between Thomas Group, Inc. and Harris Trust and
                         Savings Bank, as Rights Agent, including exhibits
                         thereto (incorporated here by reference to Exhibit 1
                         to the Company's Registration Statement on Form 8-A,
                         filed with the Commission on July 16, 1998).
  
              3.6        Amended and Restated Bylaws (incorporated here by 
                         reference to Exhibit 3.5 to the 1993 Form S-1).
  
              3.7        Amended and Restated 1988 Stock Option Plan 
                         (incorporated here by reference to Exhibit 10.14 to the 
                         1993 Form S-1).
  
                                         2
  4
  
         3.8      1997 Stock Option Plan.
  
         3.9      Amended and Restated 1992 Stock Option Plan.
  
         5.1      Opinion of Roger A. Crabb, Esq., Counsel for Thomas Group, Inc.
  
         23.1     Consent of BDO Seidman, LLP.
  
         23.2     Consent of Roger A. Crabb, Esq. (included in 5.1).
  
         24.1     Power of Attorney of the Directors (included on signature page).
  
  ITEM 9. UNDERTAKINGS.
  
          (a) The Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:
  
                  (i) to include any prospectus required by Section 10(a)(3) of
              the Securities Act of 1933;
  
                  (ii) to reflect in the prospectus any facts or events arising 
              after the effective date of the registration statement (or the most
              recent post-effective amendment thereof) which, individually or in
              the aggregate, represent a fundamental change in the information
              set forth in this registration statement;
  
                  (iii) to include any material information with respect to the 
              plan of distribution not previously disclosed in this registration
              statement or any material change to such information in this
              registration statement.
  
              (2) That, for the purpose of determining any liability under the 
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof; and
  
              (3) To remove from registration by means of a post-effective 
          amendment any of the securities being registered which remain unsold at
          the termination of the offering.
  
          (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
                                         3
  5
  
          (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
                                         4
  6
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on April 7, 1999.
  
                                           THOMAS GROUP, INC.
  
                                           By:
                                              -----------------------------------
                                              J. Thomas Williams, President
  
          KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby
  constitutes and appoints J. Thomas Williams and Roger A. Crabb, the
  undersigned's true and lawful attorneys-in-fact and agents, with full power of
  substitution, for the undersigned and on the undersigned's behalf and in the
  undersigned's name, place, and stead, in any and all capacities, to sign,
  execute, and file with the Securities and Exchange Commission and any state
  securities regulatory board or commission any documents relating to the proposed
  issuance and registration of the securities offered pursuant to this
  registration statement on Form S-8 under the Securities Act of 1933, including
  any amendment or amendments, with all exhibits and any and all documents
  required to be filed with respect thereto with any regulatory authority,
  granting unto the attorneys-in-fact and agents, and each of them, full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises in order to effectuate the same as fully to
  all intents and purposes as the undersigned might or could do if personally
  present, hereby ratifying and confirming all that the attorneys-in-fact and
  agents, or either of them, or their substitute or substitutes, may lawfully do
  or cause to be done.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                                Title                   Date
             ---------                                -----                   ----
  /s/ JOHN T. CHAIN, JR.
  --------------------------------           Chairman of the Board        April 7, 1999
  John T. Chain, Jr.                         and Director
  
  /s/ J. THOMAS WILLIAMS
  --------------------------------           President,                   April 7, 1999
  J. Thomas Williams                         Chief Executive Officer,
                                             and Director
  
  /s/ LELAND L. GRUBB, JR.
  --------------------------------           Vice President,              April 7, 1999
  Leland L. Grubb, Jr.                       Chief Financial Officer,
                                             and Treasurer
  5
  7
  /s/ JAMES E. DYKES
  --------------------------------           Director                     April 7, 1999
  James E. Dykes
  
  /s/ RICHARD A. FREYTAG
  --------------------------------           Director                     April 7, 1999
  Richard A. Freytag
  
  /s/ DAVID B. MATHIS
  --------------------------------           Director                     April 7, 1999
  David B. Mathis
  
  /s/ ALEXANDER W. YOUNG
  --------------------------------           Director                     April 7, 1999
  Alexander W. Young
  6
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                                  INDEX TO EXHIBITS
  Exhibit
     No.      Exhibit
  -------     -------
  3.1         Restated Certificate of Incorporation of the Registrant
              (incorporated here by reference to Exhibit 3.1 to the Company's
              Registration Statement on Form S-1 filed with the Commission on June
              15, 1993, Registration No. 33-64492) (the "1993 Form S-1").
  
  3.2         Amendment to the Restated Certificate of Incorporation (incorporated
              here by reference to Exhibit 3.2 to the 1993 Form S-1).
  
  3.3         Amendment to the Restated Certificate of Incorporation (incorporated
              here by reference to Exhibit 3.3 to the 1993 Form S-1).
  
  3.4         Amendment to the Restated Certificate of Incorporation (incorporated
              here by reference to Exhibit 3.4 to the 1993 Form S-1).
  
  3.5         Rights Agreement, dated as of July 9, 1998, by and between Thomas
              Group, Inc. and Harris Trust and Savings Bank, as Rights Agent,
              including exhibits thereto (incorporated here by reference to
              Exhibit 1 to the Company's Registration Statement on Form 8-A, filed
              with the Commission on July 16, 1998).
  
  3.6         Amended and Restated Bylaws (incorporated here by reference to
              Exhibit 3.5 to the 1993 Form S-1).
  
  3.7         Amended and Restated 1988 Stock Option Plan (incorporated here by
              reference to Exhibit 10.14 to the 1993 Form S-1).
  
  3.8         1997 Stock Option Plan.
  
  3.9         Amended and Restated 1992 Stock Option Plan.
  
  5.1         Opinion of Roger A. Crabb, Esq., Counsel for Thomas Group, Inc.
  
  23.1        Consent of BDO Seidman, LLP.
  
  23.2        Consent of Roger A. Crabb, Esq. (included in 5.1).
  
  24.1        Power of Attorney of the Directors (included on signature page).
  7