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                                                                   EXHIBIT 10.12


                               THOMAS GROUP, INC.
                              AMENDED AND RESTATED
                     NON-EMPLOYEE DIRECTOR RETAINER FEE PLAN

         1. Purpose. The purpose of this Amended and Restated Non-Employee
Director Retainer Fee Plan (the "Plan") is to provide non-employee directors of
Thomas Group, Inc., a Delaware corporation (the "Corporation"), with a retainer
fee plan, consisting of cash, shares of the Corporation's common stock, $.01 par
value per share ("Common Stock"), and options to purchase shares of Common Stock
which will:

                  (a) provide a means by which the Corporation may attract able
         persons to serve as non-employee directors of the Corporation;

                  (b) increase the interest of non-employee directors in the
         Corporation's welfare; and

                  (c) furnish an incentive to non-employee directors to continue
         their services for the Corporation and to reward them for their
         services in a manner that will suitably recognize the value of their
         judgment, counsel and expertise.

         2. Administration. The Plan shall be administered by the Board of
Directors of the Corporation ("Board") or a committee thereof ("Committee").
Except as otherwise provided by the Board in written directions to the
Committee, the Committee shall have all of the powers with respect to the Plan.
Any member of the Committee (or all members in the event the Board elects to
assume direct responsibility for administration of the Plan) may be removed at
any time, with or without cause, by resolution of the Board. Any vacancy
occurring in the membership of the Committee may be filled by appointment of the
Board.

         The Committee shall select one of its members to act as its Chairman,
and shall make such rules and regulations for its operation as it deems
appropriate. A majority of the Committee shall constitute a quorum and the act
of a majority of the members of the Committee present at a meeting at which a
quorum is present shall be the act of the Committee.

         3. Participants. Only directors who are not employees of the
Corporation shall be eligible to participate in the Plan.

         4. Common Stock Subject to Plan. The Board may not grant more than
120,000 shares of Common Stock under the Plan, in the aggregate (subject to
adjustment in accordance with Section 7). Options granted hereunder shall be
granted pursuant to the Corporation's 1992 Stock Option Plan (the "1992 Plan"),
and shall be subject to all limitations of such plan, including the aggregate
number of options which may be granted. Shares available to be granted under
this Plan may be made available from either authorized but unissued Common Stock
or Common Stock held by the Corporation in its treasury.




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         5. Grants. Each non-employee director of the Board is entitled to
receive, and shall be paid, a retainer fee pursuant to the formula described
below. The grant of a stock option shall be evidenced by a stock option
agreement containing such terms and provisions as are approved by the Board, but
not inconsistent with this Plan and the 1992 Plan.

         Each non-employee director in the Plan shall be paid his or her
retainer fee in the following manner:

             (i) Upon election or appointment to the Board, each non-employee
director shall receive nine thousand (9,000) options to purchase Common Stock.
All options granted hereunder shall be for a period of five years, with standard
vesting.

            (ii) A cash fee of $25,000 per year will be paid to each
non-employee director in four equal installments. Each installment will be paid
in cash within 15 days after the end of a fiscal quarter.

           (iii) Common Stock having an aggregate value of $25,000 (at the time
of grant) will be granted to each non-employee director in four equal
installments. Each installment will be granted effective as of the last business
day of a fiscal quarter.

            (iv) The computation of amounts to be paid pursuant to this Section
shall be adjusted for service by a non-employee director during a partial fiscal
quarter or partial fiscal year, as applicable, by computing the amount due
hereunder for the applicable fiscal period and multiplying such result by the
ratio of (a) the number of days of such partial fiscal quarter or partial fiscal
year, as applicable, that the particular non-employee director was a director
and that this Plan was in effect for such director during such period to (b) the
number of days in the complete fiscal quarter or year, as applicable.

         6. Common Stock Price on Date of Grant. The exercise price of options
granted hereunder shall be 100% of the fair market value of the Common Stock on
the date of grant. For the purposes hereof, the fair market value of the Common
Stock on the date of grant shall be the average of the high and low prices of
the Common Stock on the principal national securities exchange on which the
Common Stock is listed, or if not so listed, the average of the high and low
prices of the Common stock on such date on the NASDAQ National Market System, or
if not so quoted, the average of the bid and asked prices of the Common Stock on
such date in such other market in which shares of Common Stock are regularly
quoted, or if not so quoted, as established by the Board on such date.

         7. Capital Adjustments. The aggregate number of shares of Common stock
which may be granted under the Plan shall be proportionately adjusted to reflect
any stock dividend, stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, reorganization, liquidation, or the
like, of or by the Corporation. Any fractional shares resulting from any such
adjustment shall be eliminated for the purposes of such adjustment.



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         8. Non-Assignability. An option granted to a participant may not be
transferred other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. Except as described in the preceding
sentence, during a participant's lifetime, options granted to a participant may
be exercised only by a participant.

         9. Interpretation. The Board shall interpret the Plan and shall
prescribe such rules in connection with the operation of the Plan as it
determines to be advisable for the administration of the Plan.
The Board may rescind and amend its rules.

         10. Amendment and Termination of the Plan. The Board may at any time
suspend or terminate this Plan. The Board may also at any time amend or revise
the terms of this Plan, provided that, without further approval thereof by the
vote or written consent of the holders of a majority of the Corporation's
outstanding Common Stock, no such amendment or revision shall (except as
otherwise permitted under the provisions of Section 7): (a) increase the maximum
number of shares in the aggregate which may be granted pursuant to Section 4 of
the Plan; (b) materially increase the benefits accruing to participants under
Section 5 of the Plan; (c) change the exercise price set forth in Section 6
hereof; (d) increase the maximum term of the options provided for in Section 5
hereof; or (e) modify the class of persons eligible to receive compensation
pursuant to the Plan.

         The provisions of Section 3, 5 and 6 of this Plan may not be amended
more than once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder.

         11. Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board shall be deemed to give any participant any right to
continue to serve as a director of the Corporation.

         12. Investment Intent. The Corporation may require that there be
presented to and filed with it by any participant under the Plan, such evidence
as it may deem necessary to establish that the options granted or shares of
Common Stock granted or to be purchased pursuant to this Plan are being acquired
for investment purposes and not with a view to their distribution.

         13. Term. Unless sooner terminated by action of the Board, this Plan
will terminate on August 9, 2003.



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         IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed as of March 9, 1995 by its Chief Executive Officer and Secretary
pursuant to authorization of its Board of Directors.


                                         By:
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                                            Philip R. Thomas
                                            Chief Executive Officer

Attest:


-------------------------
Alex W. Young, Secretary











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