<Page>

================================================================================

                           SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C. 20549

                             ------------------------------

                                       FORM 10-K/A

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [Fee Required] FOR THE YEAR ENDED DECEMBER 31, 2001.

                                           OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [No Fee Required] FOR THE TRANSITION PERIOD FROM

                      ___________________ TO ___________________.

                            Commission File Number:  0-22010

                             ------------------------------

                                   THOMAS GROUP, INC.
               (Exact name of registrant as specified in its charter)

                 DELAWARE                                72-0843540
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)


           5221 NORTH O'CONNOR BOULEVARD                         75039-3714
             SUITE 500, IRVING, TEXAS                            (Zip Code)
     (Address of principal executive offices)


                                    (972) 869-3400
                  (Registrant's telephone number, including area code)

               Securities registered pursuant to Section 12(b) of the Act:

<Table>
<Caption>

     TITLE OF EACH CLASS:                  NAME OF EACH EXCHANGE ON WHICH REGISTERED:
     --------------------                  ------------------------------------------
<S>                                        <C>
Common stock, par value $.01 per share                        NASDAQ-NMS

</Table>

              Securities registered pursuant to Section 12(g) of the Act:
                               Rights to purchase common stock

                             ------------------------------

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X  No
                                                    ---    ---

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /

     As of April 26, 2002, the aggregate market value of the voting stock held
by non-affiliates of the registrant was $2,414,042, based on the NASDAQ-NMS
closing price of $.86.

     As of April 26, 2002, there were 4,169,376 shares of the registrant's
common stock outstanding.

================================================================================
<Page>

     Pursuant to General Instruction G(3) of Form 10-K and Rule 12b-15 of
the Securities Exchange Act of 1934, as amended, (the "Exchange Act") this
Amendment (this "Amendment") to the Form 10-K of Thomas Group, Inc. (the
"Company"), filed with the Securities and Exchange Commission on April 16,
2002 (the "Form 10-K"), is being filed to include information with respect to
Items 10, 11, 12 and 13 of Part III of the Form 10-K.

                                   PART III

ITEM 10.  EXECUTIVE OFFICERS AND DIRECTORS

     The following table sets forth certain information as to the directors
of the Company, each of whose term as directors expires at the Year 2002
Annual Meeting of Stockholders:

<Table>
<Caption>
        ---------------------------------------------------------------------------------------
           NAME AND AGE              POSITIONS AND OFFICES WITH THE COMPANY          DIRECTOR
                                                                                      SINCE
        ---------------------------------------------------------------------------------------
         <S>                         <C>                                             <C>
         John R. Hamann, 50          President, Chief Executive Officer, Director      2001
        ---------------------------------------------------------------------------------------
         John T. Chain, Jr., 67      Chairman of the Board                             1995
        ---------------------------------------------------------------------------------------
         Richard A. Freytag, 68      Director                                          1997
        ---------------------------------------------------------------------------------------
         James E. Dykes, 64          Director                                          1995
        ---------------------------------------------------------------------------------------
         David B. Mathis, 64         Director                                          1998
        ---------------------------------------------------------------------------------------
         Timothy G. Caffrey, 34      Director                                          2000
        ---------------------------------------------------------------------------------------
</Table>

     The following gives certain information regarding the business
experience of the directors and executive officers of the Company.

     JOHN R. HAMANN joined the Company in 2001 as President and Chief
Executive Officer, and as a director.  Prior to joining the Company, Mr.
Hamann served in a variety of roles for Sunbeam Products, Inc., most recently
as President and Chief Executive Officer of its Thalia Products unit, and
from 1998 to 2000 as President of its appliance division.  From 1994 to 1998
Mr. Hamann served as President and Chief Executive Officer for Tempo
Technology Corporation, a privately-held manufacturer of industrial diamond
products.  From 1989 to 1994 Mr. Hamann served in a variety of roles for
Whirlpool Corporation, most recently as Vice President of the KitchenAid
small appliance business unit.

     JAMES T. TAYLOR, 55, joined the Company in 2001 as Vice President and
Chief Financial Officer.  From 1997 to 2001 Mr. Taylor served as Vice
President of the Chancellor Group, a Dallas, Texas management consulting
firm, where he assisted companies in restructuring, raising funds and
completing initial public offerings.  From 1995 to 1997 Mr. Taylor served as
Vice President for Overhill Farms Corporation and led in the creation of its
Food Group division.  From 1986 to 1993, Mr. Taylor


                                       1
<Page>


served as Chief Financial Officer for Elcon Industries, a privately held
manufacturer/distributor of after market automotive accessories.  Mr. Taylor
also was a partner with Coopers & Lybrand (currently PriceWaterhouseCoopers)
in both the Los Angeles and Dallas offices.  Mr. Taylor is a licensed CPA and
a member of Financial Executive Institute and Financial Executive Network
Group.

     JIMMY C. HOULDITCH, 66, joined the Company in 1996 and currently serves
as President of the North American Region. Prior to joining the Company, Mr.
Houlditch served as Corporate Vice President of Manufacturing and
Productivity for Allied Signal Corporation, as Chief Operating Officer for
Allied Signal's Gas Turbine Company. He was previously with Texas Instruments
Semiconductor as Senior Vice President of Automation, Quality and Worldwide
Product Rationalization, and Senior Vice President of Operations for Texas
Instruments' Defense Systems Electronics Company.

     IAN L.T. CONN, 65, joined the Company in 1992 and currently serves as
Chairman of the Asia/Pacific Region. Before joining the Company, Mr. Conn
served as the Chief Executive Officer of Philips Medical Systems, a
Canadian-based manufacturer of medical diagnostic imaging equipment.

     PHILIP J. LOVELL, 54, joined the Company in October 1994 and currently
serves as President and Managing Director of the European Region. Prior to
joining the Company, Mr. Lovell held senior general management and marketing
positions with major multinational corporations such as Braun/Gillette, Avery
and American Brands.

     G. TOBY MARION, 52, joined the Company in 2002 as President of the
Asia/Pacific Region.  Prior to joining the Company Mr. Marion founded LCP
Asia Ltd. in 1999 with the Logistics Consulting Partners Ltd. of the UK.  LCP
Asia Ltd. is Hong Kong's first specialist supply chain and logistics
consulting company and provides advisory and tailored logistics solutions to
help marketers, manufacturers and logistics multinationals in Hong Kong,
China and Asia.  Mr. Marion served as General Manager, Marketing Operations,
Greater China; Director, COGEL, Shantou; Chairman RLCA; Chairman Caltex,
Lianyungang LPG; Regional Coordinator, Africa; and General Manager and
Director of Caltex Oil Thailand while with Caltex Petroleum from 1975 to
1998.  With Caltex, Mr. Marion spent long assignments in Bahrain, Australia,
Japan, Thailand, Hong Kong and China, in addition to New York and Dallas, in
refining, marketing, logistics and general management.  Mr. Marion has played
a leading role in a number of strategic developments and new opportunities in
the international oil business.  Mr. Marion worked for American Cyanamid,
Texaco and Union Carbide, prior to joining Caltex.

     GENERAL JOHN T. CHAIN, JR. was elected director of the Company in 1995
and as Chairman of the Board in May 1998. Since December 1996, General Chain
has served as President of Quarterdeck Equity Partners, Inc., a company
involved in the acquisition of suppliers to the defense and aerospace
industry. General Chain served from 1991 until early 1996 as Executive Vice
President for Burlington Northern Santa Fe Corporation. From 1986 to 1991,
General Chain was Commander in Chief of the U.S. Strategic Air Command.
General Chain currently serves on the board of directors for Kemper Insurance
Companies, Northrop Grumman Corporation, R.J. Reynolds, and ConAgra Foods,
Inc.

     JAMES E. DYKES was elected director of the Company in 1995. In 1997, he
accepted a one-year appointment as Executive Vice President of Corporate
Development. Mr. Dykes was a four-time client of the Company during his 35
year management career in the electronics and semiconductor industries. Mr.
Dykes served from August 1994 as President and Chief Operating Officer and a
director of Intellon Corporation, a home-automation electronics company. From
1989 to 1993, Mr. Dykes was President and Chief Executive Officer of
Signetics Company, an integrated circuits company. Mr. Dykes also currently
serves on the board of directors for the following companies: Cree Research
Inc., a silicon carbide electronics company, Exar Corporation, an integrated
circuits company and Theseus Logic, an integrated circuits company.

     RICHARD A. FREYTAG was elected director of the Company in 1997. Mr.
Freytag served as president of Citicorp Banking Corporation from 1984 until
1989, when he was appointed chief executive officer. Mr. Freytag retired as
an officer of Citicorp Banking Corporation in 1996 and remained both as an
outside director and as vice chairman until January 1, 1998, when he retired
as a director. Mr. Freytag also served as a director of Citicorp Holdings,
Inc., Citibank Overseas Investment Corporation and Citibank Delaware until
January 1, 1998, at which time he retired.

     DAVID B. MATHIS was elected director of the Company in 1998. Mr. Mathis
serves as Chairman and Chief Executive Officer of Kemper Insurance Companies,
which has operations in commercial and personal insurance, risk management,
and reinsurance. Mr. Mathis' long career with Kemper has included executive
assignments with both Kemper Insurance Companies and Kemper Corporation, its
former publicly owned affiliate. Mr. Mathis also serves on the board of
directors of the American Insurance Association, IMC Global Inc., the Museum
of Science and Industry and the Chicago Symphony Orchestra.

                                       2
<Page>


     TIMOTHY G. CAFFREY was elected director of the Company in 2000.  Mr.
Caffrey has served as Vice President of Par Capital Management, an investment
firm, since July 2000.  Prior to that, Mr. Caffrey served as a General
Partner of Hollybank Investments, LP and a Managing Member of Thistle
Investments, LLC. From 1998 to 1999, he served as Vice President of Kelso
Management Co., Inc., adviser to Hollybank Investments, LP and Thistle
Investments, LLC. Prior to joining Kelso Management, Mr. Caffrey worked as an
Associate in the Technology Mergers and Acquisitions department of Cowen &
Company and as an Associate in the Corporate Finance department of Fox-Pitt,
Kelton, Inc.

                             SECTION 16(a) REPORTING

     Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who beneficially own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission, and to furnish to the
Company copies of such reports. Based solely on the review of copies of the
forms received, the Company believes that, during the last fiscal year, all
filing requirements under Section 16(a) applicable to its officers, directors
and 10% stockholders were timely, except for: one Form 4 for Mr. Freytag
relating to an open market acquisition of the Company's common stock in
December 2001, one Form 4 for Mr. Roger Crabb, a former officer of the Company,
relating to an open market acquisition of the Company's common stock in April
2001, one Form 4 for Mr. Houlditch relating to an open market acquisition of
the Company's common stock in August 2001, and two Form 4s for Mr. Hamann
relating to five open market acquisitions of the Company's common stock, four
in August 2001 and one in December 2001.  All of such Form 4s were
inadvertently filed late and information relating to these transactions was set
forth in Form 5s filed with the Securities and Exchange Commission in February
2002.

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The following table sets forth the total compensation paid or accrued by
the Company for services rendered during each of the three years ended
December 31, 2001, to (1) the Company's then-current Chief Executive Officer
and (2) the four other most highly compensated executive officers
(collectively, the "named executive officers") whose total cash compensation
for the year ended December 31, 2001 exceeded $100,000.

<Table>
<Caption>
                                                                                                LONG-TERM COMPENSATION
                                                              ANNUAL COMPENSATION                        AWARDS
                                                    ---------------------------------------  ----------------------------
                                                                                              SECURITIES
                                                                             OTHER ANNUAL     UNDERLYING     ALL OTHER
NAME & PRINCIPAL POSITION                    YEAR    SALARY($)   BONUS($)   COMPENSATION($)     OPTIONS     COMPENSATION
-------------------------                    ----    ---------  ----------  ---------------   ----------    ------------
<S>                                          <C>     <C>        <C>         <C>               <C>           <C>
John R. Hamann,                              2001     412,467   212,500(1)     16,467(2)        100,000      276,088(4)
  President, Chief Executive Officer

James T. Taylor                              2001     187,500    90,000         6,000(2)        105,000        1,050(5)
  Vice President and CFO

Ian L.T. Conn,                               2001     250,000    80,000(7)     47,500(3)          5,110      115,656(6)
 Chairman, Asia/Pacific Region(8)            2000           --       --            --                --           --
                                             1999     208,133    24,133        27,708(3)             --        5,000(5)

Philip J. Lovell,                            2001     279,529    93,890            --            32,456           --
  President, Europe Region                   2000     214,285   142,000            --            32,556           --
                                             1999     200,000        --            --                --           --

Jimmy C. Houlditch,                          2001     396,808   150,000(7)      7,200(2)         51,642           --
  President, N. American Region(8)           2000          --        --            --                --           --
                                             1999          --        --            --                --           --
</Table>

--------------------

(1)  Payment to Mr. Hamann was contingent upon completion of the first year
     of his term as Chief Executive Officer.  This payment was guaranteed under
     Mr. Hamann's employment agreement.


                                       3
<Page>


(2)  Represents car allowances for the benefit of the named executive officers.

(3)  Represents cost of living allowance.

(4)  Consists of relocation costs paid by the Company of $161,321 for real
     estate closing costs, $81,126 of housing expense related to a former
     residence, $17,126 of loan interest forgiveness and $13,185 of other
     relocation expense.  In addition, $2,280 with respect to term life
     insurance for the benefit of such officer that was paid by the Company
     and $1,050, which represents the Company's contribution to such officers
     account under the Company's 401(k) Plan.

(5)  Represents the Company's contribution to such officer's account under
     the Company's 401(k) Plan.

(6)  Represents fringe benefits related to housing rental and automobile lease.

(7)  Represents bonus paid in 2001 for performance achieved in 2000.

(8)  No information is provided for the fiscal years in which Mr. Conn and
     Mr. Houlditch either did not serve as executive officers of the Company
     or their cash compensation for such years was not among the four most
     highly compensated executive officers.

STOCK OPTION GRANTS

The following table provides information concerning the grant of stock
options during the year ended December 31, 2001 to the named executive
officers.

                                OPTION GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
                                         INDIVIDUAL GRANTS
                                    ---------------------------
                                                                                            POTENTIAL REALIZABLE VALUE AT
                        NUMBER OF   % OF TOTAL                                                 ASSUMED ANNUAL RATES OF
                       SECURITIES     OPTIONS                                               STOCK PRICE APPRECIATION FOR
                       UNDERLYING    GRANTED TO                  MARKET PRICE                         OPTION TERM(2)
                        OPTION      EMPLOYEES IN     EXERCISE     ON DATE OF   EXPIRATION   -------------------------------
      NAME             GRANTED(1)%   FISCAL YEAR    PRICE($/SH)  GRANT ($/SH)      DATE          5%              10%
------------------     -----------  ------------    -----------  ------------  ----------   --------------   --------------
<S>                    <C>          <C>             <C>          <C>           <C>          <C>              <C>
John R. Hamann          100,000         44.86          7.1875       7.1875        1/12/11            --(3)            --(3)

James T. Taylor          30,000         13.46          5.4065       5.4065        3/01/11            --(3)   $  5,101.39
                         75,000         33.65          2.3900       2.3900       12/14/11    $83,409.26      $238,990.97

Jimmy C. Houlditch          100          0.04          1.0900       4.3500        8/20/11    $   241.21      $    448.65
</Table>
--------------------
(1)  These options generally vest with respect to 20% of the shares issuable
     thereunder on the date of grant and 20% annually thereafter, with
     incremental monthly vesting.

(2)  Potential realizable value is the amount that would be realized upon
     exercise by the named executive officer of the options immediately prior
     to the expiration of their respective terms, assuming the specified
     compound annual rates of appreciation on the Company's common stock over
     the respective terms of the options. These amounts represent assumed rates
     of appreciation only. Actual gains, if any, on stock option exercises
     depend on the future performance of the common stock and overall market
     conditions. There can be no assurances that the potential values reflected
     in this table will be achieved.

(3)  For purposes of this table, the value of the Common Stock is $2.15 per
     share, the average high and low sale prices of the Common Stock on
     December 31, 2001 as reported on the NASDAQ National Market System.
     Applying the appreciation percentages resulted in no realizable value for
     these option grants.
                                       4
<Page>


OPTION EXERCISES AND HOLDINGS

     The following table provides information related to the number of shares
received upon exercise of options, the aggregate dollar value realized upon
exercise and the number and value of options held by the named executive
officers of the Company at December 31, 2001.

                   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                         AND
                           FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
                                                                          AT DECEMBER 31, 2001
                                                       --------------------------------------------------------
                                                               NUMBER OF
                                                         SECURITIES UNDERLYING         VALUE OF UNEXERCISED
                          SHARES                          UNEXERCISED OPTIONS          IN-THE-MONEY OPTIONS
                        ACQUIRED ON       VALUE        -------------------------   ----------------------------
     NAME                EXERCISE        REALIZED      EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE(1)
------------------      -----------      --------      -------------------------   ----------------------------
<S>                     <C>              <C>           <C>                         <C>
John R. Hamann              --                --                   0/100,000                    (2)

James T. Taylor             --                --              10,500/105,000                    (2)

Ian L.T. Conn              100           $291.00                 5,110/5,110                    (2)

Philip J. Lovell           100           $290.00               13,123/32,456                    (2)

Jimmy C. Houlditch          --                --               31,142/51,642                    (2)
</Table>

--------------------

(1)  For purposes of this table, the value of the common stock is $2.15 per
     share, the average of the high and low sale prices of the common stock on
     December 31, 2001 as reported on the NASDAQ National Market System.

(2)  Less than $1,000.

EMPLOYMENT AGREEMENTS OF CERTAIN EXECUTIVE OFFICERS

     The Company employs Mr. Hamann under an employment agreement dated
January 12, 2001. The Company employs Mr. Lovell under an employment
agreement dated October 3, 1994.  Mr. Conn is employed by the Company under
an employment agreement dated February 3, 1992.  Mr. Houlditch is employed by
the Company under an employment agreement dated August 12, 1996.  Mr. Marion
is employed by the Company under an employment agreement dated January 14, 2002.

     Other than Mr. Hamann, the employment agreement for each of the named
executive officers provides for base compensation, with each of such officers'
base compensation potentially adjusted by the Compensation Committee of the
Board of Directors (the "Board").  Incentive awards are based on consolidated
corporate performance and, for regional presidents, individual region
performance. All stock options granted under such officers' employment
agreements will have exercise prices equal to the market price per share of
the common stock on the date of grant, and will expire 10 years from date of
grant.  The agreements may be terminated at will by the employee or the Company
for any reason not expressly prohibited by law.  In addition, each agreement
contains non-competition, non-solicitation and confidentiality covenants.

     Mr. Hamann's employment agreement has a three-year term.  Mr.Hamann's
employment agreement may be terminated by the Company with or without cause,
by Mr. Hamann upon the disability of Mr. Hamann, upon the occurrence of a
"Change in Control" of the Company or with or without "Good Reason." A
"Change in Control" is defined as the occurrence of any of the following
events: (1) a third party acquires securities representing 40% or more of the
Company's common stock or the combined voting power of the Company's
outstanding securities, (2) the number of directors of the Company as of the
date of the employment


                                       5
<Page>


agreement, plus the number of directors approved by two-thirds of those
initial directors (or their approved successors) cease to constitute, in the
aggregate, a majority of the members of the Board, (iii) certain
reorganizations, consolidations or mergers involving the Company,  or (4) a
dissolution or liquidation of the Company in certain circumstances. "Good
Reason" is defined to include: (1) Mr. Hamann's decision to terminate his
employment under this agreement if the Company or any successor commits any
material breach of this agreement, and (2) significant diminution of Mr.
Hamann's base salary or work responsibilities. In the event of the
termination of Mr. Hamann by the Company without cause, by Mr. Hamann with
Good Reason, upon the disability of Mr. Hamann, or upon a Change in Control,
any of Mr. Hamann's stock options that are not fully vested will become fully
vested and immediately exercisable.  Mr. Hamann is also entitled to a lump
sum cash payment in an amount equal to 1.5 times Mr. Hamann's then-current
base compensation, plus 18 months of incentive compensation at the target
incentive compensation of 50% of base compensation. In the event the Company
terminates Mr. Hamann's employment agreement with cause or by Mr. Hamann
without Good Reason, Mr. Hamann is entitled to (1) reimbursement for expenses
incurred prior to termination, (2) the payment of bonuses or incentive
compensation that has become due and payable on or before the date of
termination, and (3) to exercise any vested but unexercised stock options for
a period of 90 days. If Mr.Hamann's employment had been terminated without
cause as of January 1, 2002, Mr. Hamann would have been entitled to receive
severance payments of approximately $1.5 million. Mr. Hamann's employment
agreement also contains non-competition, non-solicitation and confidentiality
covenants.

DIRECTORS' COMPENSATION

     With the exception of the Chairman of the Board, each non-employee
director serving for the entirety of calendar year 2001 earned fees of
$18,750 in cash plus shares of common stock of the Company having a value of
$25,000.  Gen. Chain, Chairman of the Board, earned director fees of $37,500
in cash plus shares of common stock of the Company having a value of $50,000.
 In addition, all directors were reimbursed for their out-of-pocket expenses
incurred in connection with their attendance at Board and committee meetings.
 No additional amounts are payable for committee participation or special
assignments.   Directors who are employees of the Company did not receive any
compensation in their capacity as directors.  Effective October 1, 2001, the
cash fee portion of non-employee director compensation was eliminated.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Compensation decisions with respect to the executive officers of the
Company are made by the Committee, which is comprised of Mr. Dykes, General
Chain, Mr. Freytag, Mr. Caffrey and Mr. Mathis. From July 1997 to July 1998,
Mr. Dykes served a one-year appointment as Executive Vice President of
Corporate Development for the Company.


                                        6
<Page>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of April 26, 2002, by (1) each
director and named executive officer of the Company, (2) all officers and
directors of the Company as a group, and (3) all persons who are known by the
Company to be beneficial owners of 5% or more of the Company's outstanding
common stock.

<Table>
<Caption>
     NAME AND ADDRESS OF BENEFICIAL OWNER                       SHARES OWNED(1)   PERCENT
     ------------------------------------                       ---------------   -------
     <S>                                                        <C>               <C>
          John T. Chain, Jr.                                       127,520(2)        3.0
          Richard A. Freytag                                        42,956(3)        1.0
          James E. Dykes                                            24,965(4)          *
          David B. Mathis                                           27,181(5)          *
          Timothy G. Caffrey                                        23,892(6)          *
          John R. Hamann                                           121,000(7)        2.9
          James T. Taylor                                           12,500(8)          *
          Ian L.T. Conn                                             35,533(9)          *
          Philip J. Lovell                                          22,789(10)         *
          Jimmy C. Houlditch                                        38,642(11)         *
          All officers and directors as a group (10 persons)       476,978(12)      11.4


                                             7
<Page>


          Edward P. Evans                                          479,018          11.4
          712 Fifth Avenue
          New York, NY 10019

          FMR Corp.                                                320,600           7.6
          82 Devonshire Street
          Boston, MA 02109

          Dimensional Fund Advisors                                234,400           5.6
          1299 Ocean Avenue,
          11th Floor
          Santa Monica, CA 90401
</Table>

--------------------
*    Indicates less than one percent (1%).

(1)  Except as otherwise indicated, the persons named in the table possess
     sole voting and investment power with respect to all shares of common
     stock shown as beneficially owned by them.  Beneficial ownership as
     reported in the above table has been determined according to Rule 13d-3
     of the Exchange Act.  The amounts shown in the table include shares of
     common stock issuable upon exercise of outstanding options exercisable
     within 60 days of April  30, 2002.  Except as otherwise noted, the address
     of the named individuals is 5221 N. O'Connor Boulevard, Suite 500, Irving,
     Texas 75039-3714.

(2)  Includes 11,932 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April 30, 2002.

(3)  Includes 16,077 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April 30, 2002.

(4)  Includes 4,854 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April 30, 2002.

(5)  Includes 10,302 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April 30, 2002.

(6)  Includes 5,100 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April 30, 2002.

(7)  Includes 100,000 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April 30, 2002.

(8)  Includes 12,500 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April 30, 2002.

(9)  Includes 5,360 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April 30, 2002, 7,038
     shares acquired through the Company's 401(k) Savings Plan, and 20,177
     shares acquired through the Company's Deferred Compensation Plan during
     the fourth quarter of 2001.

(10) Includes 13,789 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April30, 2002.

(11) Includes 31,642 shares of common stock issuable upon exercise of
     outstanding options exercisable within 60 days of April30, 2002.

(12) The amount shown includes a total of 211,556 shares of common stock
     issuable upon exercise of outstanding options exercisable within 60 days
     of April 30, 2002.


                                       8
<Page>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 2001, the Company advanced Mr. Hamann $0.5 million, pursuant to a
promissory note due November 2, 2001. The promissory note was paid in full
prior to the due date. In March of 2002, General Chain and Mr. Hamann advanced
the Company $1.0 million and $92,000 respectively, pursuant to promissory notes
issued by the Company.  These promissory notes bear interest at the prime rate
plus 6% and have a two-year term.  Interest is payable semi-annually on
October 1 and April 1 of each year and the entire principal of these notes,
plus any accrued interest is due in full in April 2004.









                                       9
<Page>


                                  SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, and Rule 12b-15 promulgated thereunder,
Thomas Group, Inc. has duly caused this Amendment 1 to Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 30th day
of April, 2002.

                                       THOMAS GROUP, INC.


                                       By: /s/ JOHN R. HAMANN
                                          --------------------------------------
                                          John R. Hamann
                                          President and Chief Executive Officer








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