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                                                                    EXHIBIT 4.4

                    AMENDMENT NUMBER ONE TO RIGHTS AGREEMENT


         AMENDMENT NUMBER ONE, dated as of March 1, 1999, to the Rights
Agreement dated as of July 9, 1998 (the "Rights Agreement") between Thomas
Group, Inc., a Delaware corporation (the "Company"), and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent").

                              W I T N E S S E T H

         WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms. Section 1(q) of the Rights Agreement is
hereby amended and restated to read in its entirety as follows:

         "(q) `Exempt Person' shall mean Mr. Dorsey R. Gardner or his
         Affiliates, so long as Mr. Gardner does not purchase or otherwise
         become (as a result of actions taken by Mr. Gardner or his Affiliates
         or Associates) the Beneficial Owner of additional shares of Common
         Stock (in addition to those beneficially owned by Mr. Gardner and his
         Affiliates and Associates on March 1, 1999) constituting 1% or more of
         the then outstanding shares of Common Stock."

         SECTION 2. Summary of Rights to Purchase Preferred Stock. The Summary
of Rights to Purchase Preferred Stock included in Exhibit 2 to the Rights
Agreement is hereby amended by:

         (a) inserting the words "(other than Philip R. Thomas or Dorsey R.
Gardner)" after the word "person" in the second sentence of the second
paragraph thereof;

         (b) replacing the word "has" in the first sentence of the sixteenth
paragraph thereof with the words "and a copy of Amendment Number One thereto
have";

         (c) deleting the words "as an Exhibit to a Registration Statement on
Form 8-A filed on July 16, 1998" from the first sentence of the sixteenth
paragraph thereof;

         (d) inserting the words "as amended" after the words "Rights
Agreement" in the second sentence of the sixteenth paragraph thereof; and

         (e) inserting the words "as amended" after the words "Rights
Agreement" in the third sentence of the sixteenth paragraph thereof.

         SECTION 3. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.




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         SECTION 4. Counterparts. This Amendment may be executed in any number
of counterparts and such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

         SECTION 5. Effectiveness. This Amendment is effective as of March 1,
1999.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.


Attest:                                      THOMAS GROUP, INC.
                                                               
                                                               
By:                                          By:               
   --------------------------                   -------------------------------
   Name:                                        Name:      
        ---------------------                        --------------------------
   Title:                                       Title:     
         --------------------                         -------------------------
                                             


                                             HARRIS TRUST AND SAVINGS BANK


By:                                          By:               
   --------------------------                   -------------------------------
   Name:                                        Name:      
        ---------------------                        --------------------------
   Title:                                       Title:     
         --------------------                         -------------------------





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