SCHEDULE 14A (RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT [X]

FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14A-11(c) or Rule 14A-12

THE MANAGEMENT NETWORK GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

THE MANAGEMENT NETWORK GROUP, INC.

7300 COLLEGE BOULEVARD, SUITE 302
OVERLAND PARK, KANSAS 66210

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 3, 2004

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of THE MANAGEMENT
NETWORK GROUP, INC., a Delaware corporation (the "Company"), will be held on
June 3, 2004 at 9:00 a.m. local time, at the Bernardus Lodge, 415 Carmel Valley
Road, Carmel Valley, CA 93924.

This proxy statement and the enclosed proxy card were first mailed to
stockholders on or about May 3, 2004.

At the Annual Meeting, stockholders will vote on the election of three Class II
directors to serve for a term of three years expiring at the 2007 Annual Meeting
of Stockholders or until their successors are elected and the ratification of
the appointment of Deloitte & Touche LLP as independent auditors of the Company
for the fiscal year ending January 1, 2005.

Stockholders of record at the close of business on April 16, 2004 are entitled
to notice of and to vote at the meeting. Each stockholder is entitled to one
vote per share.

All stockholders are cordially invited to attend the meeting in person. However,
to ensure your representation at the meeting, you are urged to mark, sign, date
and return the enclosed proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any stockholder attending the meeting may
vote in person even if he or she has returned a proxy.

BY ORDER OF THE BOARD OF DIRECTORS

RICHARD P. NESPOLA
CHAIRMAN

Overland Park, Kansas
April 26, 2004

YOUR VOTE IS IMPORTANT

IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT
IN THE ENCLOSED ENVELOPE.

THE MANAGEMENT NETWORK GROUP, INC.
7300 COLLEGE BOULEVARD, SUITE 302
OVERLAND PARK, KANSAS 66210

PROXY STATEMENT
FOR THE 2004 ANNUAL MEETING OF STOCKHOLDERS
JUNE 3, 2004

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors of The
Management Network Group, Inc. ("we," "us," the "Company" or "TMNG"), for use at
the Annual Meeting of Stockholders to be held June 3, 2004 at 9:00 a.m. local
time, or at any postponement or adjournment thereof (the "Annual Meeting"), for
the purposes set forth herein and in the accompanying Notice of Annual Meeting
of Stockholders. The Annual Meeting will be held at the Bernardus Lodge, 415
Carmel Valley Road, Carmel Valley, California 93924. The telephone number at
that location is (831) 624-2888.

These proxy solicitation materials and the Annual Report to Stockholders for the
fiscal year ended January 3, 2004, including financial statements (the "Annual
Report"), were first mailed on or about May 3, 2004 to all stockholders entitled
to vote at the Annual Meeting.

RECORD DATE AND SHARE OWNERSHIP

Stockholders of record at the close of business on April 16, 2004 (the "Record
Date") are entitled to notice of and to vote at the Annual Meeting. On the
Record Date, 34,551,533 shares of the Company's Common Stock were issued and
outstanding and held of record by approximately 96 stockholders. The closing
price of the Company's Common Stock on the Record Date, as reported by The
NASDAQ National Market, was $3.36 per share.

REVOCABILITY OF PROXIES

You may revoke your proxy at any time before the Annual Meeting by delivering to
the Secretary of the Company prior to the Annual Meeting, or to the Inspector of
Elections at the Annual Meeting, a written notice of revocation or a duly
executed proxy bearing a later date. You may also revoke your proxy by attending
the meeting and voting in person. If you only attend the meeting but do not
vote, your proxy will not be revoked.

VOTING AND SOLICITATION

Each stockholder is entitled to one vote for each share held as of the Record
Date. Stockholders will not be entitled to cumulate their votes in the election
of directors. Beneficial owners of shares held in "street name" who wish to vote
at the Annual Meeting must obtain a proxy form from the institution that holds
their shares.

The cost of soliciting proxies will be borne by the Company. The Company expects
to reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation materials to those
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers, and regular employees, without additional compensation,
personally or by telephone or facsimile.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the
Inspector of Elections (the "Inspector") appointed for the meeting, who will
determine whether or not a quorum is present.

The required quorum for the transaction of business at the Annual Meeting is a
majority of the shares outstanding on the Record Date. Shares voted "FOR,"
"AGAINST," or "WITHHELD FROM," a matter will be treated as being present at the
meeting for purposes of establishing a quorum and will also be treated as shares
voted at the Annual Meeting (the "Votes Cast").

While there is no definitive statutory or case law authority in Delaware as to
the proper treatment of abstentions, the Company believes abstentions should be
counted for purposes of determining both (i) the presence or absence of a quorum
and (ii) the total number of Votes Cast with respect to a proposal (other than
the election of directors). In the absence of controlling precedent to the
contrary, the Company intends to treat abstentions in this manner. Accordingly,
abstentions will have the same effect as a vote against a proposal (other than
the election of directors).

In a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware Supreme Court
held that, while broker non-votes should be counted for purposes of determining
the presence or absence of a quorum, broker non-votes should not be counted for
purposes of determining the number of Votes Cast. Accordingly, the Company does
not intend to treat broker non-votes as a vote against a proposal.

BOARD RECOMMENDATIONS

Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote your shares in accordance with the
recommendations of the Board of Directors. The Board recommends you vote:

o for the election of the persons nominated as Class II director

o for the ratification of the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the fiscal year ending January 1, 2005

If any other matter properly comes before the meeting, the proxy holders will
vote as recommended by the Board of Directors or, if no recommendation is given,
in their own discretion.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Proposals that are intended to be presented by stockholders at the Company's
2005 Annual Meeting must be received by the Company no later than December 31,
2004 to be considered for inclusion in the proxy statement and form of proxy
relating to that meeting (see "Submission of Stockholder Proposals and
Nominations").

PROPOSAL NO. 1

ELECTION OF DIRECTORS

DIRECTORS AND NOMINEES FOR DIRECTOR

The Board of Directors consists of eight members, divided into three classes
serving staggered terms of three years each. The term of office of Messrs.
Andrew D. Lipman, Roy A. Wilkens and Frank M. Siskowski as Class II directors
expires at the 2004 Annual Meeting. Messrs. Lipman, Wilkens and Siskowski have
been nominated for an additional three-year term commencing on the Annual
Meeting date.

Currently, there are three directors in Class I, three directors in Class II and
two directors in Class III. Mr. Stephen B. Brodeur resigned as a Class III
director in 2003. The Board expanded the number of directors in Class I in
accordance with the Company's bylaws when Mr. Robert J. Currey was appointed to
the Board in June 2003. The Class III and Class I directors will be elected at
the Company's 2005 and 2006 Annual Meetings of Stockholders, respectively. Each
of the Class II directors elected at the 2004 Annual Meeting will hold office
until the 2007 Annual Meeting of Stockholders or until a successor has been duly
elected and qualified.

Messrs Lipman, Wilkens and Siskowski have consented to serve on the Board of
Directors for their respective terms. If Mr. Lipman, Mr. Wilkens or Mr.
Siskowski becomes unavailable to serve as a director at the time of the Annual
Meeting (which is not expected), the proxy holders will vote the proxies in
their discretion for the nominee designated by the Board of Directors to fill
the vacancy.

Here is some information about the nominees for Class II director and the
directors whose term of office will continue after the Annual Meeting.

NAME AGE PRINCIPAL OCCUPATION
- ---- --- --------------------

NOMINEES FOR CLASS II DIRECTOR
Andrew D. Lipman (1) (3) 52 Partner, Swidler Berlin Shereff
Friedman LLP
Roy A. Wilkens (1) (2) 61 Director
Frank M. Siskowski (2) 56 Senior Vice President of Finance
and Chief Financial Officer,
ZANTAZ

CONTINUING CLASS I DIRECTORS
William M. Matthes 44 Managing Partner, Behrman Capital
Micky K. Woo 50 Vice President of the Company
Robert J. Currey (2) (3) 58 Chief Executive Officer,
Consolidated Communications,
Inc.

CONTINUING CLASS III DIRECTORS
Grant G. Behrman (1) (3) 50 Chairman and Managing Partner,
Behrman Capital
Richard P. Nespola 59 President, Chairman and Chief
Executive Officer of the Company

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

(3) Member of the Nominating and Corporate Governance Committee

There are no family relationships among any of the directors or executive
officers of the Company.

DIRECTORS TO BE ELECTED AT THE ANNUAL MEETING

Andrew D. Lipman has been a director of the Company since 2000. Mr. Lipman is
the senior partner in the Telecommunications Group and the Vice Chairman of the
law firm of Swidler Berlin Shereff Friedman LLP. For more than ten years, while
maintaining his partnership at Swidler Berlin Shereff Friedman LLP, Mr. Lipman
also served as Senior Vice President, Legal and Regulatory Affairs for MFS
Communications. Mr. Lipman sits on the Boards of Nuskin Enterprises, a cosmetics
and nutritional manufacturer and marketer; Allegiance Telecom, a communications
carrier; NHC, a telecommunications robotics equipment manufacturer; and
International Worldwide Cellular, an international cellular telephone
distributor. Mr. Lipman is a graduate of the University of Rochester (summa cum
laude) and Stanford Law School.

Roy A. Wilkens has served as a director of the Company since 1999. In 1985, Mr.
Wilkens founded WilTel, Inc., a wholesale communications carrier and subsidiary
of The Williams Companies, an oil and gas pipeline company. Mr. Wilkens was the
Chief Executive Officer of WilTel Inc. from 1985 to 1995. In 1995, WilTel was
acquired by LDDS Communications, a predecessor to MCI Worldcom. Mr. Wilkens
remained as Chief Executive Officer of WilTel until 1997. Prior to 1985, Mr.
Wilkens served as the President of Williams Pipeline Company, a subsidiary of
The Williams Companies. In 1992, President George H. W. Bush appointed Mr.
Wilkens to the National Security Telecommunications Advisory Council. He has
also served as chairman of both the Competitive Telecommunications Association
and the National Telecommunications Network.

Frank M. Siskowski was appointed a director by the Board of Directors in March
2003 to fill the vacancy left by the resignation of Mario M. Rosati, who
curtailed his board activities. Mr. Siskowski is serving the unexpired portion
of Mr. Rosati's term. Mr. Siskowski has a career of over 30 years in finance,
including senior management positions with Visa International, MCI, PepsiCo, and
Indus International. Since 2001, Mr. Siskowski has been Senior Vice President of
Finance and Chief Financial Officer of ZANTAZ, a leading provider of Compliance
Technology Solutions(TM) that enable clients to comply with industry
regulations, respond to urgent litigation and regulatory audits, and mitigate
legal and regulatory risks. From 1998 to 2000, Mr. Siskowski was Chief Financial
Officer of E-LOAN, Inc., where he helped lead that company's initial public
offering.

DIRECTORS WHOSE TERMS WILL CONTINUE BEYOND THE ANNUAL MEETING

Richard P. Nespola founded TMNG in 1990 and has served as President and Chief
Executive Officer of the Company since that time. He was elected Chairman of the
Board on December 2, 2002. During his extensive career in telecom, Mr. Nespola
has served as Senior Vice President and Chief Operating Officer of Telesphere
Communications and as Vice President of Financial Operations and Senior Vice
President of Strategic Markets and Product Pricing at Sprint. He served as the
Senior Director of Revenue and Treasury Operations at MCI from 1983 to 1986. Mr.
Nespola is a frequent chair of industry forums and noted conference speaker. Mr.
Nespola received a B.A. and M.B.A. from Long Island University.

Grant G. Behrman has been a director of the Company since 1998 and served as
Chairman of the Board from 1998 to December 2, 2002. Mr. Behrman is a Managing
Partner of Behrman Capital and was a founding partner of that firm. Prior to
founding Behrman Capital, Mr. Behrman was a founding member of Morgan Stanley's
Venture Capital Group where he worked from 1981 to 1991, and a consultant with
the Boston Consulting Group from 1977 to 1981. Mr. Behrman is Chairman of the
Board and a director of Esoterix, Inc., and a director of Brooks Equipment
Corp., Athena Diagnostics, Inc. and several other private companies. Mr. Behrman
received an M.B.A. with distinction from the Wharton Graduate School of Business
in 1977 and an undergraduate degree in Business from the University of the
Witwatersrand (South Africa).

William M. Matthes has served as a director since 1998. Mr. Matthes joined
Behrman Capital, a private equity firm, in 1996 and has served as a Managing
Partner of Behrman Capital since 1999. Mr. Matthes was Chief Operating Officer
of Holsted Marketing, Inc., a direct marketing company, from 1994 to 1996. From
1989 to 1994, Mr. Matthes was a General Partner at Brentwood Associates, a
private equity firm. Mr. Matthes currently serves as Chairman of the Board of
Hunter Defense Holdings, Inc. and is a director of several other private
companies. Mr. Matthes received his M.B.A. from Harvard Business School in 1986
where he was both a Baker Scholar and a Loeb Rhoades Fellow. Mr. Matthes
received his A.B. in Economics from Stanford University, where he graduated with
honors and distinction.

Micky K. Woo has served as a Vice President and director of TMNG and has been a
Partner with TMNG since 1991. Prior to joining TMNG, Mr. Woo served from 1989 to
1991 as Vice President of Information Systems and Revenue Assurance at
Telesphere Communications. From 1987 to 1989, Mr. Woo was the Director of
Revenue and Treasury Management at Sprint and from 1983 to 1987 he served in
management at MCI, including Senior Manager of Receivables Management, Senior
Manager of the East Coast Billing Center, and Senior Manager of Revenue
Reporting and Analysis. Prior to entering the telecommunications industry, Mr.
Woo was a consultant with Price Waterhouse (now PricewaterhouseCoopers). Mr. Woo
received his B.A. in Computer Science and an M.A. in Accounting from the
University of Iowa.

Robert J. Currey was appointed a director by the Board of Directors in June 2003
to fill a vacancy created by the Board's decision to increase the number of
independent directors on the Company's Board. Mr. Currey is President and CEO of
Consolidated Communications. From 1998 until acquired by RCN, he served as
President and CEO of 21st Century Telecom. He served as Vice Chairman of RCN
until April of 2002. From 1990 to 1997 he served as President of Consolidated
Communications until CCI merged with McLeodUSA in 1997. In 1996, he was named
Chairman of the Illinois Coalition, a non-profit organization of business,
government, academic, and labor leaders that promotes technology-based economic
development in Illinois. He has also served as Chairman of the Board of the
Illinois State Chamber of Commerce.

VOTE REQUIRED

The three nominees receiving the highest number of affirmative votes in person
or represented by proxy and entitled to vote shall be elected as the Class II
directors. Votes withheld from the directors are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but have no other legal effect under Delaware law.

BOARD MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION

The Board of Directors held a total of 4 meetings during the fiscal year ended
January 3, 2004. No director attended less than 75% of those meetings.

The Board of Directors has an Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee. From time to time, the Board has
created various ad hoc committees for special purposes. No such committee is
currently functioning.

The Audit Committee currently consists of Roy A. Wilkens, Robert J. Currey and
Frank M. Siskowski. Mr. Andrew D. Lipman served on the Audit Committee until
October 2003, when the director composition of the Audit Committee was changed.
In connection with such change, Mr. Currey replaced Mr. Lipman on the Audit
Committee. The Audit Committee oversees the accounting, auditing and financial
reporting policies and practices of the Company. The Board of Directors has
affirmatively determined that the members of the Audit Committee are
"independent," as defined in the NASDAQ listing standards. Mr. Siskowski is
considered to be an "audit committee financial expert" as defined by applicable
rules of the Securities and Exchange Commission ("SEC"). The Audit Committee
held a total of 5 meetings during fiscal year 2003. No member of the Audit
Committee during 2003 attended less than 75% of those meetings.

In April 2004, the Audit Committee adopted a Third Amended and Restated Charter,
describing the duties and functions of the Audit Committee, including
responsibilities under the Sarbanes Oxley Act of 2002 (the "Sarbanes Oxley
Act"), and applicable SEC and NASDAQ rules. A copy of the Third Amended and
Restated Charter is attached to this proxy statement as Appendix A.

The Compensation Committee consists of Grant G. Behrman, Andrew D. Lipman and
Roy A. Wilkens. The Compensation Committee makes recommendations to the Board of
Directors regarding our employee benefit plans and the compensation of officers.
None of the members of the Compensation Committee is currently, or has ever been
at any time since our formation, one of our officers or employees. No member of
the Compensation Committee serves as a member of the Board of Directors or
Compensation Committee of any entity that has one or more officers serving as a
member of our Board of Directors or Compensation Committee. No officer of the
Company serves on the Compensation Committee of any company by which any of the
members of our Compensation Committee is employed. The Board of Directors has
affirmatively determined that the members of the Compensation Committee are
"independent" as defined in the NASDAQ listing standards. The Compensation
Committee held a total of 4 meetings during fiscal year 2003. No member of the
Compensation Committee attended less than 75% of those meetings.

In April 2004, the Compensation Committee adopted a Second Amended and Restated
Charter, describing the duties and functions of the Compensation Committee. A
copy of the Second Amended and Restated Charter is attached to this proxy
statement as Appendix B.

The Nominating and Corporate Governance Committee consists of Grant G. Behrman,
Andrew D. Lipman and Robert J. Currey. The Board of Directors has affirmatively
determined that members of the Nominating and Corporate Governance Committee are
"independent" as defined in the NASDAQ listing standards. The Nominating and
Corporate Governance Committee's primary functions are to recommend individuals
qualified to serve as directors of the Company; to advise the Board on its
composition, procedures and committees; to advise the Board regarding corporate
governance and to develop, recommend to the Board and evaluate periodically a
set of corporate governance guidelines for the Company; to recommend to the
Board an appropriate level of compensation for non-employee directors of the
Company; and to oversee the evaluation of the Board and the Company's
management.

In accordance with the provisions of its charter, the Nominating and Corporate
Governance Committee will consider nominations for director made in good faith
by shareholders and will not apply different selection criteria to shareholder
nominees than the selection criteria for persons nominated by the Nominating and
Corporate Governance Committee. For a description of the procedures for
shareholders to make nominations for director, see "Submission of Stockholder
Proposals and Nominations" contained in this proxy statement.

The Board will adopt a policy in 2004 to provide a mechanism for shareholders to
communicate directly with the Board of Directors.

The Nominating and Corporate Governance Committee was formed in October 2003 and
did not hold any meetings in 2003. In April 2004, the Nominating and Corporate
Governance Committee adopted a Charter, describing the duties and functions of
the committee. A copy of the Charter is attached to this proxy statement as
Appendix C.

COMPENSATION OF DIRECTORS

Each non-employee director other than directors affiliated with entities owning
more than five percent of the Common Stock of TMNG receives $1,000 in cash for
each Board meeting he attends in person or $500 if attended by conference call,
plus an additional $500 for each committee meeting he attends either in person
or by conference call. Non-employee directors are also reimbursed for expenses
incurred in connection with attending board and committee meetings. During
fiscal year 2003, Messers. Wilkens, Lipman, Siskowski and Currey received
$5,500, $5,500, $4,500 and $2,000, respectively in directors fees in connection
with attendance at Board and committee meetings. During the second quarter of
fiscal 2004, the Company paid Messers. Wilkens, Lipman, Siskowski and Currey
$1,000, $1,000, $1,000 and $500, respectively, in directors fees in connection
with committee meetings attended during fiscal 2003.

We have in the past granted non-employee directors options to purchase our
Common Stock for services provided as directors pursuant to the terms of our
stock plans, and our Board continues to have the discretion to grant options to
new non-employee directors. Mr. Wilkens received options to purchase 37,500
shares of our Common Stock when he joined the Board of Directors in 1999. Such
options have been exercised. Mr. Lipman received options to purchase 37,500
shares of our Common Stock when he joined the Board of Directors in 2000, and
received additional options to purchase 34,212 shares of our Common Stock in
2001. Such options have not been exercised as of January 3, 2004. Mr. Siskowski
received options to purchase 37,500 shares of our Common Stock when he joined
the Board of Directors in March 2003. Such options have not been exercised as of
January 3, 2004. Mr. Currey received options to purchase 37,500 shares of our
Common Stock when he joined the Board of Directors in June 2003. Such options
have not been exercised as of January 3, 2004. Option grants to directors to
purchase shares of our Common Stock typically vest over a period of three to
four years from the date of grant.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee has engaged Deloitte & Touche LLP, independent auditors, to
audit the consolidated financial statements of the Company for the fiscal year
ending January 1, 2005 and recommends that stockholders vote "FOR" ratification
of such appointment.

Deloitte & Touche LLP has audited the Company's financial statements since 1995.

INDEPENDENT AUDITORS' FEES

The following table summarizes the aggregate fees billed to the Company by
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their
respective affiliates (collectively, the "Deloitte Entities") during 2003 and
2002:

2003 2002
------------ ------------
Audit Fees (a) $168,325 $149,864

Audit-Related Fees (b) $ 14,450 $168,400

Tax Fees (c) $ 5,322 $ 26,968

All Other Fees (d) $ 7,500
------------ ------------
Total $195,597 $345,232
============ ============

(a) Fees for audit services billed in 2003 and 2002 consisted of the audit of
the Company's annual financial statements, reviews of the Company's
quarterly financial statements, and consents and other services related to
Securities and Exchange Commission ("SEC") matters.

(b) Fees for audit-related services billed in 2003 and 2002 consisted of due
diligence related to acquisitions and employee benefit plan audits.

o Fees for tax compliance services totaled $1,050 and $13,600 in 2003
and 2002, respectively. Tax compliance services are services rendered
based upon facts already in existence or transactions that have
already occurred to document, compute, and obtain government approval
for amounts to be included in tax filings and consisted of assistance
with tax return filings in certain foreign jurisdictions. Performance
of the tax services was pre-approved by the Audit Committee.

o Fees for tax planning and advice services totaled $4,272 and $13,368
in 2003 and 2002, respectively. Tax planning and advice are services
rendered with respect to proposed transactions or that alter a
transaction to obtain a particular tax result. Such services consisted
of tax advice related to a change in accounting methods for Federal
income tax purposes in 2003, and structuring certain proposed
acquisitions and international tax planning in 2002. Performance of
the tax services was pre-approved by the Audit Committee.

(d) Fees for all other services billed in 2003 consisted of firm sponsored
training and were pre-approved by the Audit Committee.

Memo: Ratio of Tax Planning and
Advice Fees and All Other Fees to 2003 2002
Audit Fees, Audit-Related Fees and ------------ ------------
Tax Compliance Fees 0.06:1.00 0.04:1.00

In considering the nature of the services provided by the Deloitte Entities, the
Audit Committee determined that such services are compatible with the provision
of independent audit services. The Audit Committee discusses these services with
the Deloitte Entities and Company management to determine that they are
permitted under the rules and regulations concerning auditor independence
promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as
the rules of the Public Company Accounting Oversight Board and the American
Institute of Certified Public Accountants.

PRE-APPROVAL POLICY

The charter of the Audit Committee provides for preapproval of non-audit
services provided by the Deloitte Entities. A copy of the Third Amended and
Restated Audit Committee Charter is attached to this proxy statement as Appendix
A. In 2004 the Board of Directors will adopt formal policies and procedures
related to pre-approval of non-audit services performed by the Company's
independent auditors.

EXECUTIVE OFFICERS

Here is information on our executive officers other than Messrs. Nespola and
Woo, whose biographies appear on page 4.

Donald E. Klumb, 41, has served as Vice President and Chief Financial Officer of
the Company since 1999. From 1998 to 1999, Mr. Klumb was a partner at Deloitte &
Touche LLP and headed the firm's Midwest telecommunications and high technology
practice. From 1992 to 1998, he was a senior manager with Deloitte & Touche LLP.
Mr. Klumb received his B.S. in Accounting from the University of
Wisconsin-Milwaukee and is a certified public accountant.

Jacob W. Bayer, Jr., 48, was appointed Corporate Secretary of the Company in
2002. Mr. Bayer is a director, member of the Executive Committee and Head of the
General Business Group of the law firm of Shughart Thomson & Kilroy, P.C.,
Kansas City, Missouri. Mr. Bayer received his J.D. in 1980 from The University
of Kansas School of Law. He received his undergraduate degree in Business
Administration from The University of Kansas in 1977.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table describes the compensation earned by our Chief Executive
Officer and our other executive officers who received annual compensation of
more than $100,000 during 2003, 2002 and 2001:

- --------------------------------- --------- ----------------------- ----------------------- -------------------
Long-Term Compensation

Securities Restricted
Annual Compensation Underlying Stock
Name and Options Award(s) All Other
Principal Position Year Salary ($) Bonus ($) (#) ($) Compensation ($)
- --------------------------------- --------- ----------------------- ----------------------- --------------------
Richard P. Nespola (1) 2003 $567,630 -- -- $ 14,113
Chairman, Chief Executive
Officer and President
- --------------------------------- --------- ----------------------- ----------------------- --------------------
2002 $534,882 -- -- $112,382
- --------------------------------- --------- ----------------------- ----------------------- --------------------
2001 $394,714 -- 128,000 $ 7,889
- --------------------------------- --------- ----------------------- ----------------------- --------------------
Micky K. Woo (2) 2003 $418,693 $ 25,000 -- $ 1,007
Vice President
- --------------------------------- --------- ----------------------- ----------------------- --------------------
2002 $355,084 -- -- $ 303
- --------------------------------- --------- ----------------------- ----------------------- --------------------
2001 $262,033 -- 85,000 $ 194
- --------------------------------- --------- ----------------------- ----------------------- --------------------
Donald E. Klumb (3) 2003 $232,692 $ 15,000 50,000 $433,750 $ 723
Vice President and Chief
Financial Officer
- --------------------------------- --------- ----------------------- ----------------------- --------------------
2002 $189,615 $ 25,000 -- $ 172
- --------------------------------- --------- ----------------------- ----------------------- --------------------
2001 $180,385 -- 50,000 $ 137
- --------------------------------- --------- ----------------------- ----------------------- --------------------
Stephen B. Brodeur (4) 2003 $240,391 -- -- $ 14,860
Vice President
- --------------------------------- --------- ----------------------- ----------------------- --------------------

2002 $194,235 -- 100,000 $ 145
- --------------------------------- --------- ----------------------- ----------------------- --------------------

Amanda M. Weathersby (5) 2003 $ 91,846 -- -- $ 3,487
Vice President
- --------------------------------- --------- ----------------------- ----------------------- --------------------
2002 $141,231 -- -- $ 169
- --------------------------------- --------- ----------------------- ----------------------- --------------------
2001 $144,615 -- -- $ 144
- --------------------------------- --------- ----------------------- ----------------------- --------------------

(1) During the third quarter of 2001, Mr. Nespola agreed to waive receipt of
cash base compensation for that quarter in exchange for a grant of 128,000
non-statutory stock options at fair market value as a part of cost-reduction
initiatives adopted by management. Mr. Nespola's annual base salary rate for
2001 was $567,630. All other compensation in 2003 is for the taxable portion of
group term life insurance, taxable portion of short-term and long-term
disability insurance, and the use of an automobile, including the amount of
lease payments taxable to Mr. Nespola. All other compensation in 2002 is for
benefits related to estate planning, taxable portion of group term life
insurance, taxable portion of split dollar life insurance, and the use of an
automobile, including the amount of lease payments taxable to Mr. Nespola. All
other compensation in 2001 is for the taxable portion of group term life
insurance, taxable portion of split dollar life insurance, and the use of an
automobile, including the amount of lease payments taxable to Mr. Nespola.

(2) During the third quarter of 2001, Mr. Woo agreed to waive receipt of cash
base compensation for that quarter in exchange for a grant of 85,000
non-statutory stock options at fair market value as a part of cost-reduction
initiatives adopted by management. Mr. Woo's annual base salary rate for 2001
was $376,824. All other compensation in 2003 is for the taxable portion of group
term life insurance, and the taxable porting of short-term and long-term
disability insurance. All other compensation in 2002 and 2001 is for the taxable
portion of group term life insurance.

(3) During 2003 Mr. Klumb received a grant of 50,000 non-statutory stock options
from the Company. The stock options have an exercise price of $2.31 per share.
At the date of grant the closing market price of the Company's Common Stock was
$3.47 per share. Also during 2003 Mr. Klumb received a grant of 125,000 shares
of the Company's Common Stock, subject to restriction based on vesting
requirements. The shares vest over a 2-year period, with 30% of the shares
vesting upon the first anniversary of their grant date and the remaining 70%
vesting on the second anniversary of the grant date. At the date of grant the
closing market price of the Company's Common Stock was $3.47 per share. All
other compensation in 2003 is for the taxable portion of group term life
insurance, and the taxable portion of short-term and long-term disability
insurance. All other compensation in 2002 and 2001 is for the taxable portion of
group term life insurance.

(4) Mr. Brodeur's annual base salary for 2003 was $250,000. Mr. Brodeur resigned
from the Company during the second quarter of 2003. As part of Mr. Brodeur's
separation agreement from the Company, Mr. Brodeur provided services in the
capacity of an employee to the Company until November 2003. All other
compensation in 2003 is for the payout of accrued vacation, the taxable portion
of group term life insurance, and the taxable portion of short-term and
long-term disability insurance. Mr. Brodeur joined TMNG in March 2002, at which
time his annual base salary rate was $250,000. Mr. Brodeur received a grant of
100,000 stock options at fair market value during 2002 in connection with his
sale of Cambridge Strategic Management Group, Inc. to TMNG. All other
compensation in 2002 is for the taxable portion of group term life insurance.

(5) Ms. Weatherby's annual base salary for 2003 was $175,000. Ms. Weathersby
resigned from the Company during the second quarter of 2003. All other
compensation in 2003 is for the payout of accrued vacation and the taxable
portion of group term life insurance. All other compensation in 2002 and 2001 is
for the taxable portion of group term life insurance.

EMPLOYMENT AGREEMENTS

Mr. Nespola and Mr. Klumb executed employment agreements with the Company in
2004 and 2003, respectively. The employment agreements were filed as exhibits to
the Company's annual report on Form 10-K for the year ended January 3, 2004, as
filed with the U.S. Securities and Exchange Commission on March 31, 2004.

OPTION GRANTS IN LAST FISCAL YEAR

The following table contains information relating to stock options granted
during 2003 to the named executive officer, together with the potential
realizable value over the term of the options (the period from the grant date to
the expiration date) based on assumed rates of stock appreciation of 5% and 10%,
compounded annually. Additionally, the table contains appreciation at 0% to
reflect the value of the option grant at the grant date, as the exercise price
of the options was below the closing market price of the Company's Common Stock
at such date. The appreciation percentage amounts are mandated by the SEC and do
not represent our estimate of future stock price. Actual gains, if any, on stock
option exercises will depend on the future performance of our Common Stock.

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

Potential Realizable Value at
Number of Percent of Assumed Annual Rates of
Securities Total Options Stock Appreciation for
Underlying Granted to Exercise Option Term (2)
Options Employees in Price Per Expiration
Name Granted (1) 2003 Share Date 0% (3) 5% 10%
- ------------------- ------------- ----------------- ------------ ------------------ -----------------------------------------
Donald E. Klumb 50,000 2.47% $2.31 December 19, 2013 $0.1 million $0.1 million $0.2 million
- ------------------- ------------- ----------------- ------------ ------------------ -----------------------------------------

(1) We granted options to purchase a total of 2,027,500 shares of Common Stock
during 2003.

(2) Potential realizable value is based on the assumed fair market value of our
Common Stock underlying the option on the date of exercise minus the aggregate
exercise price of the option.

(3) Potential realizable value is based on the excess of fair market value of
our Common Stock above the exercise price of the stock option, at the date of
grant. The stock options have an exercise price of $2.31 per share. At the date
of grant the closing market price of the Company's Common Stock was $3.47 per
share.

AGGREGATE YEAR-END OPTION VALUES

The following table contains information regarding the number and value of
securities underlying exercisable and unexercisable options held by the named
executive officers at January 3, 2004:

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

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options at Options at
January 3, 2004 January 3, 2004 (1)
- ----------------------------- ---------------------------------------------- -------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------- ------------------- -------------------------- ---------------------- --------------------
Richard P. Nespola 305,600 -- -- --
- ----------------------------- ------------------- -------------------------- ---------------------- --------------------
Micky K. Woo 268,200 -- $ 82,500 --
- ----------------------------- ------------------- -------------------------- ---------------------- --------------------
Donald E. Klumb 250,000 75,000 $285,750 $ 48,000
- ----------------------------- ------------------- -------------------------- ---------------------- --------------------
Stephen B. Brodeur 25,000 -- $ 4,250 --
- ----------------------------- ------------------- -------------------------- ---------------------- --------------------

(1) Value of unexercised in-the-money options is based on a value of $3.27 per
share, the closing price of our Common Stock on the NASDAQ National Market on
January 2, 2004, minus the per share exercise price, multiplied by the number of
shares underlying the option.

INTERNAL REVENUE CODE SECTION 162(M) LIMITATIONS ON EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code (the "Code") generally disallows a
tax deduction to public companies for compensation in excess of $1,000,000 paid
for any fiscal year to the company's chief executive officer and the four other
most highly compensated executive officers. The statute exempts qualifying
performance-based compensation from the deduction limit if stated requirements
are met. Section 162(m) provides for a transition period of up to approximately
three years after a company goes public before the limitations fully apply. No
executive officer of the Company received any compensation in excess of this
limit during fiscal 2003. Although the Compensation Committee has designed the
Company's executive compensation program so that compensation will be deductible
under Section 162(m), at some future time it may not be possible or practicable
or in the Company's best interests to qualify an executive officer's
compensation under Section 162(m). Accordingly, the Compensation Committee and
the Board of Directors reserve the authority to award non-deductible
compensation in circumstances they consider appropriate.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information with respect to compensation plans
(including individual compensation arrangements) under which Common Stock of the
Company was authorized for issuance to officers, directors and employees as of
January 3, 2004.

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

Number of Shares Remaining
Number of Shares to be Available for Future Issuance
Issued Upon Exercise of Weighted-Average Exercise Under Equity Compensation
Outstanding Options or Price of Outstanding Plans (Excluding Shares
Plan Category Vesting of Restricted Stock Options Reflected in Column (a))
- ---------------------------- ---------------------------- ------------------------------ --------------------------------
(a) (b) (c)
- ---------------------------- ---------------------------- ------------------------------ --------------------------------
Equity compensation
plans approved by
stockholders
- 1998 Equity Incentive
Plan - Stock Options 4,863,615 $5.18 364,187
- 1998 Equity Incentive
Plan - Restricted Stock 720,000 n/a 780,000
- ---------------------------- ---------------------------- ------------------------------ --------------------------------
Equity compensation
plans not approved by
stockholders
- 2000 Supplemental
Stock Plan 1,183,285 $4.78 2,659,924
- ---------------------------- ---------------------------- ------------------------------ --------------------------------
Total 6,766,900 $5.10 3,804,111
- ---------------------------- ---------------------------- ------------------------------ --------------------------------

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Committee"),
comprising three directors, none of whom are employees of the Company, is
responsible for the administration of the Company's compensation programs. These
programs include base salary for executive officers and both annual and long-
term incentive compensation programs. The Company's compensation programs are
designed to provide a competitive level of total compensation and include
incentive and equity ownership opportunities linked to the Company's performance
and stockholder return.

Compensation Philosophy. The Company's overall executive compensation philosophy
is based on a series of guiding principles derived from the Company's values,
business strategy, and management requirements. These principles are summarized
as follows:

- - Provide competitive levels of total compensation which will enable the
Company to attract and retain the best possible executive talent;

- - Motivate executives to achieve optimum performance for the Company;

- - Align the financial interest of executives and stockholders through
equity-based plans;

- - Provide a total compensation program that recognizes individual
contributions as well as overall business results.

Compensation Program. The Committee is responsible for reviewing and
recommending to the Board the compensation and benefits of all officers of the
Company and establishing and reviewing general policies relating to compensation
and benefits of employees of the Company. The Committee is also responsible for
the administration of the Company's 1998 Equity Incentive Plan and 2000
Supplemental Stock Plan, the Employee Stock Purchase Plan, and annual Bonus
Plans. There are three major components to the Company's executive compensation:
base salary, potential cash bonus, and potential long-term compensation in the
form of stock options or restricted stock. The Committee considers the total
current and potential long-term compensation of each executive officer in
establishing each element of compensation.

1. Base Salary. In setting compensation levels for executive officers, the
Committee reviews competitive information relating to compensation levels for
comparable positions at consulting firms, telecommunications companies and other
high technology companies. In addition, the Committee may, from time to time,
hire compensation and benefits consultants to assist in developing and reviewing
overall salary strategies. Individual executive officer base compensation may
vary based on time in position, assessment of individual performance, salary
relative to internal and external equity and critical nature of the position to
the success of the Company.

2. Long-Term Incentives. The Company's Stock Plan provides for the issuance of
options to officers and employees of the Company to purchase shares of the
Company's Common Stock at an exercise price, which in general is equal to the
fair market value of the Common Stock on the date of grant. Stock options are
granted to the Company's executive officers and other employees both as a reward
for past individual and corporate performance and as an incentive for future
performance. The Company's stock plan also provides for the issuance of Common
Stock to key management personnel of the Company, subject to restriction. The
shares are restricted based on vesting requirements, which currently provide for
a graded vesting schedule over two years from the date of grant. The Committee
believes that stock-based performance compensation arrangements are essential in
aligning the interests of management and the stockholders and enhancing the
value of the Company's equity.

3. Benefits. The Company provides benefits to the named executive officers that
are generally available to all employees of the Company. The amount of executive
level benefits and perquisites, as defined in accordance with SEC rules, did not
exceed 10% of total salary and bonus for fiscal year 2003 for any executive
officer.

It is in the opinion of the Committee that the aforementioned compensation
policies and structures provide the necessary discipline to properly align the
Company's corporate economic performance and the interest of the Company's
stockholders with progressive, balanced and competitive executive total
compensation in an equitable manner.

2003 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER

In determining Mr. Nespola's salary for fiscal year 2003, the Committee
considered competitive compensation data for publicly-held consulting and
telecommunications companies. The Committee also took into account Mr. Nespola's
experience and knowledge and his performance as Chief Executive Officer. Mr.
Nespola's salary for fiscal year 2003 was $567,630. He did not receive a bonus
for 2003.

The foregoing Committee Report is not considered "soliciting material" or to be
"filed" with the SEC, nor shall such information be incorporated by reference
into any future filing under the Securities Act of 1933, as amended, or the
Exchange Act, except to the extent the Company specifically incorporates it by
reference into such filing.

Respectfully submitted,

THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

GRANT G. BEHRMAN, ANDREW D. LIPMAN, ROY A. WILKENS

April 26, 2004

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on behalf
of the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process, including our system of internal
controls. Our independent auditors are responsible for auditing our annual
financial statements and expressing an opinion on the conformity of those
audited financial statements with generally accepted accounting principles. The
Board of Directors adopted a written Charter for the Audit Committee in 2001. In
November 2002, the Board adopted a Second Amended and Restated Charter. In April
2004, the Board adopted a Third Amended and Restated Charter, a copy of which is
attached to this proxy statement as Appendix A, which reflects the additional
responsibilities assumed by the Audit Committee under NASDAQ and SEC rules.

The Audit Committee has sole authority to engage the independent auditors to
perform audit services (subject to stockholder ratification) and permitted
non-audit services, and the sole authority to approve all audit engagement fees
and the terms of all permitted non-audit engagements and fees of the independent
auditors. The independent auditors report directly to the Audit Committee and
are accountable to the Audit Committee.

In fulfilling its oversight responsibilities, the Committee reviewed the
Company's 2003 audited financial statements with management and the independent
auditors, including a discussion of the quality, not just the acceptability, of
the Company's accounting principles, the reasonableness of significant
judgments, the clarity of disclosures in the financial statements, and other
matters that are required to be discussed with the Committee under generally
accepted auditing standards. In addition, the Committee discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 and discussed with the independent auditors the
auditors' independence from management and the Company, including the written
disclosures required by Independence Standards Board Standard No. 1, and
considered the compatibility of non-audit services with the auditors'
independence. The Committee discussed with the Company's independent auditors
the overall scope and plans for their audit. The Committee meets periodically
with the independent auditors, with and without management present, to discuss
the results of their audits, their evaluations of the Company's internal
controls, the Company's disclosure controls and procedures for financial
reporting, and the overall quality of the Company's financial reporting.

The Committee discussed with management and the independent auditors the
critical accounting policies of the Company, the impact of those policies on the
Company's 2003 financial statements, the impact of known trends, uncertainties,
commitments and contingencies on the application of those policies, and the
probable impact on the 2003 financial statements if different accounting
policies had been applied.

The Committee held 5 meetings during fiscal year 2003. In reliance on the
reviews and discussions referred to above, the Committee recommended to the
Board of Directors (and the Board has approved) that the audited financial
statements be included in the annual report on Form 10-K for the fiscal year
ended January 3, 2004 for filing with the SEC. The Committee also engaged,
subject to stockholder ratification, the Company's independent auditors to
perform audit services for fiscal year 2004.

The Audit Committee does not itself prepare financial statements or perform
audits, and its members are not auditors or certifiers of the Company's
financial statements. The members of the Audit Committee are not professionally
engaged in the practice of accounting and, notwithstanding the designation of
one or more Audit Committee members as "audit committee financial experts"
pursuant to SEC rules, are not experts in the field of accounting or auditing,
including auditor independence. Members of the Committee rely without
independent verification on the information provided to them and the
representations made to them by management and the independent auditors and look
to management to provide full and timely disclosure of all material facts
affecting the Company. Accordingly, the Audit Committee's oversight does not
provide an independent basis to determine that management has maintained
appropriate accounting and financial reporting principles, appropriate internal
controls and procedures, or appropriate disclosure controls and procedures for
financial reporting, or that the Company's reports and information provided
under the Exchange Act are accurate and complete. Furthermore, the Audit
Committee's considerations and discussions referred to above and in the Amended
and Restated Charter do not assure that the audit of the Company's financial
statements has been carried out in accordance with generally accepted auditing
standards, that the financial statements are presented in accordance with
generally accepting accounting principles, that the Company's auditors are in
fact "independent," or that the matters required to be certified by the
Company's Chief Executive Officer and Chief Financial Officer in the Company's
annual reports on Form 10-K and quarterly reports on Form 10-Q under the
Sarbanes-Oxley Act and related SEC rules have been properly and accurately
certified.

Respectfully submitted,

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

FRANK M. SISKOWSKI, ROY A. WILKENS AND ROBERT J. CURREY

April 26, 2004

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total return of the NASDAQ National
Market, U.S. index ("NASDAQ U.S. Index") (in which the Company is included), and
the Russell 2000 Index (in which the Company is not included) for the period
beginning on November 23, 1999, the Company's first day of trading after its
initial public offering, and ending on January 3, 2004.

COMPARISON OF 48 MONTH CUMULATIVE STOAL RETURN*
AMONG THE MANAGEMENT NETWORK GROUP, INC.
THE NASDAQ STOCK MARKET (U.S.) INDEX AND THE RUSSELL 2000 INDEX

$250 |
|
|
|
|
$200 |
| #
|
|
|
$150 |
| @
|
| *
| @ @ @
$100 | #
| @
|
| #*
| * *
$50 |
| # *
|
| #
| #
$0 |
--------------------------------------------------------------------------
| | | | | |
11/23/99 1/1/00 12/30/00 12/29/01 12/28/02 1/3/04

# The Management Network Group, Inc.
* NASDAQ Stock Market (U.S.)
@ Russell 2000

11/23/99 1/1/00 12/30/00 12/29/01 12/28/02 1/3/04
-------- -------- -------- -------- -------- -------

The Management Network Group, 100.00 191.91 69.85 41.18 10.00 19.24
Inc.

NASDAQ Stock Market (U.S.) 100.00 121.58 73.13 59.16 40.63 60.23

Russell 2000 Index 100.00 111.25 107.89 111.73 88.15 130.39

*$100 invested on 11/23/99 in stock or index-
including reinvestment of dividends.

This Stock Performance Graph and related disclosure are not considered
"soliciting material" or to be "filed" with the SEC, nor shall such information
be incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the Exchange Act, except to the extent the Company
specifically incorporates it by reference into any such future filing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Company's Common
Stock as of April 16, 2004, by (i) each person or entity who is known by the
Company to own beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each of the current executive
officers named in the Summary Compensation Table, and (iv) all directors and
executive officers of the Company as a group. Except as otherwise noted, the
stockholders named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to applicable community property laws.

Unless otherwise indicated, the address for each beneficial owner set forth
below is c/o The Management Network Group, Inc., 7300 College Boulevard, Suite
302, Overland Park, Kansas 66210.

SHARES BENEFICIALLY
OWNED
TOTAL
BENEFICIAL OWNER NUMBER PERCENT
- ---------------------------------------------------------------------------- ---------------------- -------------------------

5% STOCKHOLDERS:
Behrman Capital II L.P.(1) 12,467,282 35.2%
126 E. 56th Street, 27th Floor
New York, NY 10022
Wasatch Advisors (2) 2,957,366 8.3%
150 Social Hall Avenue
Salt Lake City, UT 84111
Stephen B. Brodeur 2,892,800 8.2%
EXECUTIVE OFFICERS & DIRECTORS:
Grant G. Behrman(1)(3) 12,467,282 35.2%
Behrman Capital
126 E. 56th Street, 27th Floor
New York, NY 10022
William M. Matthes(1)(4) 12,467,282 35.2%
Behrman Capital
Four Embarcadero Center
Suite 3640
San Francisco, CA 94111
Richard P. Nespola(5) 3,449,314 9.7%
Micky K. Woo Trust(6) 2,294,921 6.5%
Donald E. Klumb(7) 386,826 1.1%
Roy A. Wilkens 37,500 *
Andrew D. Lipman(8) 63,159 *
Swidler Berlin Shereff Friedman LLP
3000 K Street, N.W.
Suite 300
Washington, DC 20007
Frank M. Siskowski(9) 9,375 *
ZANTAZ, Inc.
5671 Gibraltar Drive
Pleasanton, CA 94588
Robert J. Currey(9) 9,375 *
Consolidated Communications
121 S. 17th Street
Mattoon, IL 61938

All directors and executive officers as a group (9 persons) 18,717,752 52.8%

* Less than 1% of the outstanding shares of Common Stock.

(1) Includes 81,097 shares held by Strategic Entrepreneur Fund II, L.P., an
affiliate of Behrman Capital.

(2) Based on information provided by Wasatch Advisors in Schedule 13G filed in
February 2004.

(3) Represents 12,386,185 shares held by Behrman Capital and 81,097 shares held
by Strategic Entrepreneur Fund. Mr. Behrman is a managing member of Behrman
Brothers LLC, the general partner of Behrman Capital, and a general partner
of Strategic Entrepreneur Fund. Mr. Behrman disclaims beneficial ownership
of the shares held by these entities, except to the extent of his
proportionate membership interest in Behrman Brothers LLC and his
partnership interest in Strategic Entrepreneur Fund. Mr. Behrman is a
member of our Board of Directors.

(4) Represents 12,386,185 shares held by Behrman Capital and 81,097 shares held
by Strategic Entrepreneur Fund. Mr. Matthes is a managing member of Behrman
Brothers LLC. Mr. Matthes disclaims beneficial ownership of the shares held
by Behrman Capital, except to the extent of his proportionate membership
interest in Behrman Brothers LLC. Mr. Matthes is a member of our Board of
Directors.

(5) Includes 305,600 exercisable stock options.

(6) Includes 70,200 shares held by Growth Unlimited, Inc. and 268,200
exercisable stock options.

(7) Includes 250,000 exercisable stock options and 125,000 shares of restricted
stock. The restricted shares vest over a 2-year period, with 30% of the
shares vesting upon the first anniversary of their grant date and the
remaining 70% vesting on the second anniversary of the grant date. The
shares were awarded on December 19, 2003.

(8) Includes 63,159 exercisable stock options.

(9) Includes 9,375 exercisable stock options.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires the Company's directors, officers and
beneficial owners of more than 10% of the Company's Common Stock to file reports
of ownership and reports of changes in ownership with the SEC. Such persons are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on its review of the copies of such forms submitted to it during
the fiscal year ended January 3, 2004 (the "Last Fiscal Year"), the Company has
determined the following forms were filed late by the following individuals:

Individual Forms
Mr. Frank M. Siskowski Form 3 and Form 4
Mr. Robert J. Currey Form 3

The delay in filing was subsequently remedied by both Mr. Siskowski and Mr.
Currey. All other officers, directors and beneficial owners of more than 10% of
the outstanding Common Stock complied with all Section 16(a) requirements during
2003. The Company assists its directors and officers in the preparation and
filing of reports required under Section 16(a) of the Exchange Act. The Company
has initiated procedures to facilitate timely filing of such reports in an
effort to mitigate future delinquent filings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INDEMNIFICATION AGREEMENTS

We have entered into indemnification agreements with our directors and executive
officers.

LOANS TO OFFICERS

As of January 3, 2004, there was one line of credit between the Company and Mr.
Nespola. The maximum aggregate amount available for borrowing under the loan
agreement was reduced from $600,000 to $300,000 during 2003. Aggregate
borrowings against the line of credit at December 28, 2002 and January 3, 2004
totaled $300,000 for each period and are due in 2011. In accordance with the
loan provisions, the interest rate charged on the loans is equal to the
Applicable Federal Rate (AFR), as announced by the Internal Revenue Service, for
short-term obligations (with annual compounding) in effect for the month in
which the advance is made, until fully paid. Pursuant to the Sarbanes-Oxley Act,
no further loan agreements or draws against the line may be made by the Company
to, or arranged by the Company for its executive officers.

POLICY REGARDING TRANSACTIONS WITH AFFILIATES

All future transactions with affiliates must be approved by a majority of our
independent and disinterested directors or, if required by law, a majority of
disinterested stockholders, and will be on terms no less favorable to us than we
could have obtained from unaffiliated third parties.

SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS

Do I have a right to nominate directors or make proposals for consideration by
the stockholders?

Yes. Our Bylaws establish procedures which you must follow if you wish to
nominate directors or make other proposals for consideration at an Annual
Meeting of Stockholders.

How do I make a nomination?

If you are a stockholder of record and wish to nominate someone to the Board of
Directors, you must give written notice to the Company's Secretary. Your notice
must be delivered to or mailed and received at the principal executive offices
of the Company not less than 120 calendar days in advance of the first
anniversary date of mailing of the Company's proxy statement released to
stockholders in connection with the previous year's Annual Meeting of
Stockholders; provided, however, that if no Annual Meeting was held the previous
year or the date of the Annual Meeting has been changed by more than 30 days
from the date contemplated at the time of the previous year's proxy statement,
your notice must be received a reasonable time before the solicitation is made.
A nomination received after such date will be deemed untimely and will not be
considered. Your notice must include:

o your name and address and the name and address of the person(s) nominated
by you

o a representation that you are the holder of record of Common Stock of the
Company entitled to vote at the Annual Meeting and, if applicable, that you
intend to appear in person or by proxy at the Annual Meeting to nominate
the person(s) specified in your notice

o if applicable, a description of all arrangements and understandings between
you and each nominee and any other person(s) (naming them) pursuant to
which the nomination was made

o such other information regarding each nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC

o the consent of each nominee to serve as a director if elected

How do I make a proposal?

If you are a stockholder of record and wish to make a proposal to the
stockholders, you must give written notice to the Company's Secretary in
accordance with the same procedure, as applicable, and containing the same
information, as applicable, with respect to the proposal as required for a
nomination as described above. Any proposal received after the date specified
above will be deemed untimely and will not be considered.

ANNUAL REPORT

TMNG's Annual Report to Stockholders, containing financial statements for the
fiscal year ended January 3, 2004, is being mailed with this proxy statement to
all stockholders entitled to vote at the Annual Meeting. You must not regard the
Annual Report as additional proxy solicitation material.

The Company will provide without charge, upon written request to the Secretary
of the Company at the address listed on the cover page of this proxy statement,
a copy of the Company's annual report on Form 10-K, including the financial
statements, filed with the Securities and Exchange Commission for the fiscal
year ended January 3, 2004.

HOUSEHOLDING

A single copy of our 2003 Annual Report and this proxy statement are being
delivered to any multiple stockholders sharing the same address pursuant to SEC
Rule 14a-3(e)(1), unless we or our transfer agent have received contrary
instructions from one or more of those stockholders. We agree to deliver
promptly upon written or oral request a separate copy of our Annual Report and
proxy statement to any stockholder at a shared address to which a single copy of
those documents has been delivered. You may notify us that you wish to receive a
separate copy of the Annual Report and proxy statement for the 2004 or any
future Annual Meeting by contacting us at 7300 College Boulevard, Suite 302,
Overland Park, Kansas 66210, (913) 345-9315, Attention: Secretary. Stockholders
who are members of a single household receiving multiple copies of those
documents and who wish to receive a single copy may contact us at the same
address or telephone number.

OTHER MATTERS

The Company knows of no other matters to be submitted to the Annual Meeting. If
any other matters properly come before the Annual Meeting, it is the intention
of the persons named in the accompanying form of proxy to vote the shares they
represent as the Board of Directors may recommend.

THE BOARD OF DIRECTORS

Overland Park, Kansas
April 26, 2004

APPENDIX A

THE MANAGEMENT NETWORK GROUP, INC.

THIRD AMENDED AND RESTATED
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

APRIL 2004

PURPOSES

The primary purpose of the Audit Committee (the "Committee") of the Board
of Directors (the "Board") of The Management Network Group, Inc., a Delaware
corporation (the "Company") is to assist the Board in fulfilling its oversight
responsibilities.

The Committee will review, as necessary, to help ensure the quality and
adequacy of

o The Company's system of internal controls

o The Company's process of financial reporting and related disclosures

o The Company's independent auditors, audit scope, audit results and related
fees

The Audit Committee will provide the Company's Board of Directors with the
results of its reviews, including recommendations derived therefrom and progress
on implementing the necessary changes at least once each year, along with such
additional information and material as it may deem necessary to make the Board
of Directors aware of significant financial matters which require the Board's
attention.

In addition, the Committee will undertake those specific duties and
responsibilities listed below and such other duties as the Board of Directors
may from time to time prescribe or as the Committee deems advisable.

The Committee does not itself prepare financial statements or perform audits,
and its member are not auditors or certifiers of the Company's financial
statement. The members of the Committee are not professionally engaged in the
practice of accounting and are not experts in the field of accounting or
auditing, including auditor independence. Members of the Committee rely without
independent verification on the information provided to them and the
representations made to them by management and the independent auditors.
Accordingly, the Committee's oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting policies, or appropriate internal controls and procedures designed to
ensure compliance with accounting standards and applicable laws and regulations,
or appropriate disclosure controls and procedures designed to ensure that
information required to be disclosed in Exchange Act reports is recorded,
processed, summarized and reported on a timely basis. Furthermore, the
Committee's considerations and discussion referred to in this Charter do not
assure that the audit of the Company's financial statements has been carried out
in accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting
principles, that the Company's auditors are in fact "independent," or that the
matters required to be certified by the Chief Executive Officer and Chief
Financial Officer of the Company under the Sarbanes-Oxley Act of 2002
("Sarbanes-Oxley") and applicable rules of the Securities and Exchange
Commission ("SEC") have been properly and accurately certified.

MEMBERSHIP

The Committee, a standing committee of the Board, will be composed of at
least three directors, each of whom is qualified to serve on the Committee
pursuant to the requirements of The Nasdaq Stock Market, Inc. ("NASDAQ"),
Sarbanes-Oxley and applicable SEC rules. The Committee shall consist of at least
three members who are recommended by the Nominating and Corporate Governance
Committee and appointed annually to one year terms by a majority vote of the
Board at the meeting of the Board immediately following the annual meeting of
stockholders. Vacancies on the Committee shall be filled by majority vote of the
Board, upon the recommendation of the Nominating and Corporate Governance
Committee, no later than the next meeting of the Board following the occurrence
of the vacancy. No member of the Committee shall be removed except by majority
vote of the Board.

All members of the Committee will be able to read and understand
fundamental financial statements, and at least one member must have past
employment experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or background which
results in the individual's financial sophistication as required by NASDAQ. In
addition, either (i) at least one member of the Committee must qualify as an
"audit committee financial expert" under the SEC's rules or (ii) the Committee
must advise the Company that none of its members so qualifies.

No member of the Committee shall serve on the audit committees of more than
two other public-held companies, unless the Board determines that such
simultaneous service would not impair the director's ability to serve
effectively on the Committee.

INDEPENDENT ADVISORS

The Committee shall have the authority, to the extent it deems necessary or
appropriate, to retain special legal, accounting or other advisors or
consultants to advise the Committee.

THE INDEPENDENT AUDITORS

In addition to their role in auditing the Company's annual financial
statements, reviewing the Company's quarterly financial statements and the other
functions addressed in this Charter, the independent auditors:

1. Are ultimately accountable to the Audit Committee, and the Committee
has sole authority to select, evaluate and, where appropriate, replace
the independent auditors.

2. Shall submit to the Committee on a periodic basis (not less often than
annually) a written statement delineating all relationships between
the independent auditors and the Company

3. Shall submit to the Committee on a periodic basis (not less often than
annually) a written report describing:

a. The critical accounting policies and practices of the Company

b. Alternative treatments with GAAP discussed with management

c. Any written communications with management, such as management
letters and unresolved differences with management

d. Any other unresolved issues with management or limitations on the
scope or performance of the audit

e. The auditors' internal quality control procedures

f. Any material issues raised by the auditors' most recent quality
control review or peer review

g. Any restrictions on the scope of the auditors' activities or
access to requested information

h. Any significant disagreements with management

i. Any inquiry or investigation by governmental or professional
authorities on any Company audit performed within the last five
years

j. All steps taken by the auditors to deal with those issues

k. Any accounting adjustments noted or proposed by the auditors and
"passed" by management or the auditors

l. Any communication between the lead or reviewing audit partner and
the auditors' national office regarding auditing or accounting
issues at the Company

MEETINGS

The Committee shall meet at least quarterly or more frequently as
circumstances dictate. The Board shall, upon the recommendation of the
Nominating and Corporate Governance Committee, designate one member of the
Committee as its Chairperson. The Chairperson of the Committee or a majority of
the members of the Committee may also call a special meeting of the Committee. A
majority of the members of the Committee present in person or by means of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other shall constitute a
quorum.

The Committee may form subcommittees for any purpose that the Committee
deems appropriate and may delegate to such subcommittees such power and
authority as the Committee deems appropriate; PROVIDED, however, that no
subcommittee shall consist of fewer than two members; and PROVIDED FURTHER that
the Committee shall not delegate to a subcommittee any power or authority
required by any law, regulation or listing standard to be exercised by the
Committee as a whole.

As part of its mission to foster open communication, the Committee shall
meet periodically with management, the directors and the independent auditors in
separate executive sessions to discuss any matter the Committee or each of these
groups believes should be discussed privately. The Committee shall meet with the
independent auditors and management on a quarterly basis to review the Company's
quarterly or annual financials, as applicable, and the Company's financial
results and disclosures for the quarter or year.

The Committee may request any director, officer or employee of the Company
or the Company's outside counsel, advisors or consultants to attend any meeting
of the Committee or to meet with any members of or advisors or consultants to
the Committee to discuss or provide information pertinent to any matters within
the scope of the Committee's duties and responsibilities. The Committee may also
meet with investment bankers or financial analysts who follow the Company.

The Committee will maintain written minutes of its meetings, which minutes
will be filed with the minutes of the meetings of the Board of Directors.

RESPONSIBILITIES AND DUTIES

In carrying out its responsibilities and duties, the Committee's policies
and procedures should remain flexible, so that it may be in a position to
respond to changing circumstances or conditions. The following are within the
authority of the Committee:

INTERNAL CONTROLS

o Monitor on a periodic, but at least annual basis primarily through
discussion with management and the independent auditors, or other
methods deemed appropriate the adequacy of the Company's system of
internal controls and management's compliance with those controls

CRITICAL ACCOUNTING POLICIES

o In discussions with management and the independent auditors, identify
and assess the accounting policies of the Company which management,
the independent auditors and the Committee deem the most critical and
which involve the most complex, subjective or ambiguous decisions or
assessments, and in connection therewith:

o Evaluate any significant change in the Company's critical
accounting policies, or proposals for change in those policies,
that may have a significant impact on the Company's financial
reports

o Evaluate the judgments and uncertainties affecting the
application of the Company's critical accounting policies, the
impact of those policies on the Company's financial reporting and
performance, the effect changing conditions may have on the
impact of those policies, and the likelihood that materially
different financial results would be reported under different
conditions or using different assumptions

DOCUMENTS/REPORTS REVIEW

o Review with the financial officers and the independent auditors before
release the Company's annual and quarterly financial statements and any
reports or other financial information submitted to the SEC, NASDAQ or the
public, including any certification, report, opinion or review rendered by
the independent auditors

o Review with the financial officers and the independent auditors before
release the Section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" ("MD&A") in the Company's
annual report on Form 10-K and quarterly reports on Form 10-Q and evaluate
the quality and adequacy of the Company's disclosures in MD&A with regard
to:

o Critical accounting policies

o The liquidity and capital resources of the Company, and the likely
impact of known trends, commitments, events and uncertainties on the
Company's liquidity and capital resources

o The impact on liquidity and capital resources of any off-balance sheet
arrangements and foreign currency or interest rate risk exposure

o The impact on the Company's liquidity and capital resources of
transactions between the Company and "related parties," as
contemplated below

o Review with the financial officers and the independent auditors the regular
internal reports to management prepared by the independent auditors and
management's responses to those reports

o Review with the financial officers and the independent auditors before
release any quarterly earnings announcements or other public announcements
regarding financial results, including the presentation of any "pro forma"
or "adjusted" non-GAAP financial information contained therein.

INDEPENDENT AUDITORS

o Have the sole authority and responsibility to select, evaluate, set the
compensation and the terms of engagement of and, where appropriate, replace
the independent auditors

o Pre-approve all permissible non-audit engagements to be undertaken by the
independent auditor, either explicitly or through pre-approval policies and
procedures to be approved by the Committee

o Review the independent auditors' proposed audit scope approach and
independence, including an annual review of:

o The industry knowledge and experience of key audit partners and
managers responsible for auditing the Company

o The ability and willingness of key audit partners and managers to
consult with other experts in their firm on matters of importance to
the Company

o The quality control procedures adopted by the independent auditors

o The written reports required from the independent auditors concerning
the Company's critical accounting policies and practices, alternative
treatments of material items within GAAP discussed with management,
written communications with management, and related matters

o Conduct a post-audit review of the financial statements and audit findings,
including any significant suggestions for improvements provided to
management by the independent auditors

o Evaluate the independence of the independent auditors, who shall be
accountable to the Committee, including:

o Review and engage in active dialogue with the independent auditors
regarding their written statement concerning any relationships between
the independent auditors and the Company, or any other relationships,
that may adversely affect the independence of the independent auditors
and based on that report, assess the independence of the independent
auditors

o Review the scope and range of non-audit services permitted by law or
regulation to be provided and provided by the independent auditors,
the impact of those services on the independence of the independent
auditors (including whether the provision of those non-audit services
is compatible with the auditors' independence) and the quality and
adequacy of the Company's reporting regarding those services and their
impact

o Confirm with the independent auditors that no prohibited non-audit
services were provided to the Company by the independent auditors

o Retain other firms to perform any services the independent auditors
are permitted to perform under applicable law or regulation but which
the Committee determines should be performed by persons other than the
independent auditors

o Determine whether the independent auditors perform any services
prohibited by applicable law or regulation and retain other persons to
perform those services

o Evaluate the performance of the independent auditors, including the lead
partner and reviewing partner, and approve any proposed discharge of the
independent auditors when circumstances warrant

o Periodically consult with the independent auditors out of the presence of
management about internal controls and the completeness and accuracy of the
Company's financial statements

o Discuss with the independent auditors the matters required to be discussed
by Statement on Auditing Standards 61

o Discuss with the independent auditors their independence and the written
disclosures and letter required to be provided by them under Independence
Standards Board No. 1

o Ensure regular rotation of the audit partners as required by law and
consider whether the independent auditor firm should be rotated

o Establish and enforce policies with regard to the hiring by the Company of
former employees or partners of the independent auditors

o Engage in a dialogue with the independent auditors to confirm that audit
partner compensation is consistent with the SEC's rules and regulations

FINANCIAL REPORTING PROCESSES

o In consultation with the independent auditors and financial management,
evaluate the quality and integrity of the Company's financial reporting
processes, both internal and external

o Evaluate the independent auditors' judgments about the quality and
appropriateness of the Company's accounting policies as applied in its
financial reporting

o Consider and approve, if appropriate, significant changes to the Company's
auditing and accounting policies and practices as suggested by the
independent auditors or management

o Based on the matters discussed with the independent auditors, recommend to
the Board whether the audited financial statements should be included in
the Company's annual report on Form 10-K

o Review and discuss with management, the Board of Directors and the
independent auditors any material financial or non-financial arrangements
of the Company which do not appear on the Company's financial statements
("off-balance sheet arrangements"), the risks created by those
arrangements, and the quality and adequacy of the Company's reporting with
regard to the same

o Identify and discuss with management, the Board of Directors and the
independent auditors the material risks faced by the Company's business or
which could impact the financial condition or performance of the Company,
and evaluate how those risks are managed by the Company and the quality and
adequacy of the Company's reporting with regard to the same

o Review, discuss with management, the Board of Directors and the independent
auditors and approve as appropriate all related-party transactions, as
defined in the applicable NASDAQ and SEC rules.

o Oversee compliance with the requirements of the SEC for disclosure of the
independent auditors' services and Committee members and activities

o Provide a report for the Company's annual meeting proxy statement in
accordance with the SEC's rules

o Discuss with management and the independent auditors the Company's policies
and practices with respect to earnings guidance and press releases and
review and evaluate all earning guidance provided by the Company

o Evaluate and monitor management's disclosure controls and procedures for
Exchange Act reporting

o Evaluate and monitor management's procedures in connection with the
certification of the Company's Exchange Act reports by the Chief Executive
Officer and Chief Financial Officer

o Perform an annual review of

o Major issues regarding accounting principles and financial statement
presentation

o Significant changes in the selection or application of accounting
principles

o Any major issues regarding the adequacy of accounting controls and
procedures or disclosure controls and procedures and any special steps
adopted by the independent auditors in light of material control
deficiencies

o The analyses made by management and/or the independent auditors
regarding significant financial reporting issues and judgments made in
preparing financial statements

o Analyses of the impact of alternative GAAP methods on the financial
statements

o The effect of off-balance sheet arrangements on the financial
statements

o The impact of any "pro-forma" or "adjusted" non-GAAP financial
information provided by the Company

o The financial information and earnings guidance provided to analysts
and ratings agencies

o Evaluate and perform an annual review of management's risk assessment and
risk management policies and procedures, including an evaluation of major
financial risk exposures and steps management has taken to control those
exposures

AUDIT PROCESS

o Establish regular and separate systems of reporting to the Committee by
management and the independent auditors regarding any significant judgments
made in management's preparation of the financial statements and the view
of each as to the appropriateness of such judgments

o Following completion of the annual audit, review separately with each of
management and the independent auditors any significant difficulties
encountered during the course of the audit, including any restrictions on
the scope of work or access to required information

o Evaluate and resolve any significant disagreement between management and
the independent auditors in connection with the preparation of the
financial statements

o Review with the independent auditors and management the extent to which
changes or improvements in financial or accounting practices, as approved
by the Committee, have been implemented

o Implement procedures for making confidential, anonymous complaints to the
Audit Committee regarding questionable accounting, financial reporting or
other practices

ETHICAL AND LEGAL COMPLIANCE

o Establish, review and update periodically a Code of Conduct for the Company
and ensure that management has established a system to enforce this Code.
Supervise management's enforcement and performance of the Code. Evaluate
any requested waivers of the Code. Not grant any such waiver without
disclosure to shareholders and implementation of appropriate controls to
protect the Company.

o Review management's monitoring of compliance with the Code of Conduct, and
verify that management has the proper review system in place to ensure that
the Company's financial statements, reports and other financial information
disseminated to the SEC, NASDAQ and the public satisfy legal requirements

o Review the activities, organizational structure and qualifications of the
Company's financial management

o Review with the Company's counsel legal compliance matters, including
securities trading policies and compliance with Sarbanes-Oxley, SEC rules
and NASDAQ listing standards

o Review with the Company's counsel any legal matter that could have a
significant impact on the Company's financial statements

o Implement procedures for making confidential, anonymous complaints to the
Committee regarding questionable accounting, financial reporting or other
practices

INVESTIGATIONS

o Conduct or authorize investigations into or studies of any matters within
the scope of the Committee's duties and responsibilities, as the Committee
may in its discretion deem necessary or advisable.

OTHER RESPONSIBILITIES

o Review the activities, organizational structure and qualifications of the
Company's financial management team.

o Undertake such other duties as the Board of Directors may delegate or which
the Committee may deem advisable

o Report, at least annually, to the Board of Directors regarding the
Committee's examinations and recommendations

EVALUATION OF THE COMMITTEE

The Committee shall, on an annual basis, evaluate its performance under
this Charter. In conducting this review, the Committee shall evaluate whether
this Charter appropriately addresses the matters that are or should be within
its scope. The Committee shall address all matters that the Committee considers
relevant to its performance, including at least the following: the adequacy,
appropriateness and quality of the information and recommendations presented by
the Committee to the Board, the manner in which they were discussed or debated,
and whether the number and length of meetings of the Committee were adequate for
the Committee to complete its work in a thorough and thoughtful manner.

The Committee shall deliver to the Nominating and Corporate Governance
Committee a verbal or written report, at least annually or as deemed
appropriate, setting forth the results of its evaluation, including any
recommended amendments to this Charter and any recommended changes to the
Company's or the Board's policies or procedures.

* * *

As adopted by the Board of Directors on April 14, 2004.

APPENDIX B

THE MANAGEMENT NETWORK GROUP, INC.

SECOND AMENDED AND
RESTATED CHARTER OF THE
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

APRIL 2004

PURPOSES

The Compensation Committee of the Board of Directors of The Management
Network Group, Inc., a Delaware corporation (the "Company"), is appointed by the
Board to discharge the Board's responsibilities relating to compensation of the
Company's officers. The Committee has overall responsibility for approving and
evaluating officer compensation and the employee benefit plans, policies and
programs of the Company.

The Committee is also responsible for producing an annual report on
executive compensation for inclusion in the Company's proxy statement, in
accordance with all applicable rules and regulations.

MEMBERSHIP

All members of the Committee shall satisfy such criteria as the Board shall
determine, provided that all members of the Committee shall qualify as
independent directors ("Independent Directors") under the rules of The Nasdaq
Stock Market, Inc. ("NASDAQ"), as "non-employee directors" within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, as
"outside directors" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended, and shall satisfy any other necessary standards of
independence or qualification under applicable laws.

The Committee shall consist of at least two members who are recommended by
the Nominating and Corporate Governance Committee and appointed annually to one
year terms by a majority vote of the Board at the meeting of the Board
immediately following the annual meeting of stockholders. Vacancies on the
Committee shall be filled by majority vote of the Board, upon the recommendation
of the Nominating and Corporate Governance Committee, no later than the next
meeting of the Board following the occurrence of the vacancy. No member of the
Committee shall be removed except by majority vote of the Board.

MEETINGS

The Committee shall meet at least twice annually or more frequently as
circumstances require. The Board shall, upon the recommendation of the
Nominating and Corporate Governance Committee, designate one member of the
Committee as its Chairperson. The Chairperson of the Committee or a majority of
the members of the Committee may also call a special meeting of the Committee. A
majority of the members of the Committee present in person or by means of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other shall constitute a
quorum.

The Committee shall report to the Board on its meetings, including a
description of all actions taken by the Committee at the meeting. The Committee
shall keep written minutes and other records of its meetings, which minutes and
other records shall be filed with the books and records of the Company.

INDEPENDENT ADVISORS

The Committee shall also have the authority, to the extent it deems
necessary or appropriate, to retain special legal or other advisors and
consultants to advise the Committee, at the Company's expense. The Committee
shall have the sole authority to retain and terminate any compensation
consultant to be used to assist in the evaluation of CEO or officer compensation
and shall have sole authority to approve the consultant's fees and other
retention terms, such fees to be borne by the Company.

RESPONSIBILITIES AND DUTIES

REVIEWS, APPROVALS AND RECOMMENDATIONS

o The Committee shall annually review and approve corporate goals and
objectives relevant to CEO compensation, evaluate the CEO's performance in
light of those goals and objectives, and recommend to the Board the CEO's
compensation levels and the components of his or her compensation based on
this evaluation. In determining CEO compensation, the Committee shall
consider the Company's performance and relative shareholder return, the
value of compensation and incentive awards to CEOs at comparable companies,
the compensation and awards given to the CEO in past years, and such other
factors as the Committee deems relevant.

o The Committee shall annually review and make recommendations to the Board
with respect to the compensation of all officers and other key executives,
including incentive-compensation plans and equity-based plans.

o The Committee shall annually review and determine, for the CEO and the
other officers of the Company, (a) the annual base salary level, (b) the
annual incentive opportunity level, (c) the long-term incentive opportunity
level, and (d) any special or supplemental benefits, including perquisites
and other personal benefits.

o The Committee shall review and approve employment agreements, change in
control agreements/provisions and any severance or termination arrangements
to be made with any officer of the Company.

o The Committee shall perform such duties and responsibilities as may be
assigned to the Board or the Committee under the terms of any executive
compensation plan.

o Review the Company's incentive-compensation and equity-based plans,
including material amendments thereto, and make recommendations with
respect thereto to the Board and/or the stockholders, as appropriate,
and review and approve all equity-compensation plans that are not
subject to shareholder approval under the NASDAQ rules.

o In connection with the Company's general compensation plans and other
employee benefit plans, the Committee shall review at least annually
the goals and objectives of the Company's general compensation plans
and other employee benefit plans, review the Company's general
compensation plans and other employee benefit plans in light of the
goals and objectives of these plans, and recommend that the Board
amend these plans if the Committee deems it appropriate.

REPORTS

o The Committee shall produce an annual report on executive compensation for
inclusion in the Company's proxy statement, in accordance with all
applicable rules and regulations.

o The Committee shall make regular reports to the Board.

INVESTIGATIONS

Conduct or authorize investigations into or studies of any matters within the
scope of the Committee's duties and responsibilities, as the Committee may in
its discretion deem necessary or advisable.

EVALUATION OF THE COMMITTEE

The Committee shall deliver to the Nominating and Corporate Governance
Committee a report setting forth the results of its evaluation, including any
recommended amendments to this Charter and any recommended changes to the
Company's or the Board's policies or procedures.

* * *

Adopted by the Board of Directors on April 14, 2004.

APPENDIX C

THE MANAGEMENT NETWORK GROUP, INC.

CHARTER OF THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS

APRIL 2004

PURPOSES

The primary functions of the Nominating and Corporate Governance Committee
(the "Committee") of the Board of Directors (the "Board") of The Management
Network Group, Inc., a Delaware corporation (the "Company"), shall be to
recommend individuals qualified to serve as directors of the Company; to advise
the Board on its composition, procedures and committees; to advise the Board
regarding corporate governance and to develop, recommend to the Board and
evaluate periodically a set of corporate governance guidelines for the Company;
to recommend to the Board an appropriate level of compensation for non-employee
directors of the Company; and to oversee the evaluation of the Board and the
Company's management.

MEMBERSHIP

All members of the Committee shall satisfy such criteria as the Board shall
determine, provided that all members of the Committee shall qualify as
independent directors ("Independent Directors") under the rules of The Nasdaq
Stock Market, Inc. ("NASDAQ"). The Committee shall consist of at least two
members who are appointed annually to one year terms by a majority vote of the
Board at the meeting of the Board immediately following the annual meeting of
stockholders. Vacancies on the Committee shall be filled by majority vote of the
Board no later than the next meeting of the Board following the occurrence of
the vacancy. No member of the Committee shall be removed except by majority vote
of the Board.

INDEPENDENT ADVISORS

The Committee shall have the authority, to the extent it deems necessary or
appropriate, to retain special legal, accounting or other advisors or
consultants to advise the Committee, at the Company's expense. The Committee
shall have the sole authority to retain or terminate any search firm to be used
to identify director candidates, including sole authority to approve the search
firm's fees and other retention terms, such fees to be borne by the Company. The
Committee shall have the sole authority to retain and terminate any compensation
consultant to be used to assist in the evaluation of director compensation and
shall have sole authority to approve the consultant's fees and other retention
terms, such fees to be borne by the Company.

MEETINGS

The Committee shall meet at least twice annually or more frequently as
circumstances require. The Board shall designate one member of the Committee as
its Chairperson. The Chairperson of the Committee or a majority of the members
of the Committee may also call a special meeting of the Committee. A majority of
the members of the Committee present in person or by means of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other shall constitute a quorum.

RESPONSIBILITIES AND DUTIES

The Committee shall have the following duties and responsibilities:

BOARD CANDIDATES AND NOMINEES

o Identify, screen and recommend to the Board for approval, including
the approval of a majority of the independent directors, the director
nominees for election by the stockholders or appointment by the Board,
as the case may be, pursuant to the Bylaws of the Company. In making
its recommendations, the Committee shall consider the results of the
Board and committee self-evaluation processes described below. In
addition, the Committee shall take into account the number of other
public company boards of directors and other boards (or comparable
governing bodies) upon which a candidate sits. The Committee should
take appropriate steps to ensure that the Board maintains an openness
to new ideas and a willingness to critically re-examine the status
quo, balanced against the benefits derived from continuity.

o Develop criteria for the selection of new directors, which shall
include, among other things, experience, knowledge, skills, expertise,
integrity, analytic ability, independence of mind, understanding of
the Company's business and its business environment, willingness and
ability to devote adequate time and effort to Board responsibilities,
and diversity with respect to other Board members. In developing and
considering criteria, the Committee shall seek to enhance the Board's
ability to manage and direct the affairs and business of the Company,
including, when applicable, to enhance the ability of committees of
the Board to fulfill their duties and/or to satisfy any independence
requirements imposed by law, regulation or listing standard.

o Consider, and evaluate the suitability of, potential director nominees
proposed by management, shareholders and other directors.

o Review the suitability for continued service as a director of each
Board member who is not an employee of the Company when his or her
term expires, taking into account any significant change in his or her
status, such as a change in the principal position that he or she held
when elected to the Board or his or her retirement, and recommend
whether or not the director should be re-nominated.

BOARD COMPOSITION AND PROCEDURES

o Review annually with the Board the composition of the Board as a whole
and to recommend, if necessary, measures to be taken so that the Board
reflects the appropriate balance of knowledge, experience, skills,
expertise and diversity necessary and desirable for the Board as a
whole and contains at least a majority of Independent Directors.

o Review periodically the size of the Board and to recommend to the
Board any appropriate changes. In making its recommendations, the
Committee should strive to enable the Company to bring a diversity of
experience to the Board without diminishing individual accountability
or hindering effective discussion and decisionmaking.

o Make recommendations on the frequency and structure of Board meetings.

BOARD COMMITTEES

o In consultation with the Chairman of the Board, make recommendations
to the Board regarding the size and composition of each standing
committee, including the identification of individuals qualified to
serve on a committee and as chair of a committee, and to recommend
individual directors to fill any vacancy that might occur on a
committee (in all cases, including the Committee). The Committee shall
consider rotation of committee members and chairmen and make its
recommendations with a view toward balancing the benefits derived from
continuity against those derived from the diversity of experience and
viewpoints of other directors. The Committee shall also use the
results of the Board and committee self-evaluation processes in making
its recommendations.

o Monitor the functioning of the committees of the Board and to make
recommendations for any changes, including the creation and
elimination of committees.

o Review annually committee assignments and the policy with respect to
the rotation of committee memberships and/or chairpersonships, and to
report any recommendations to the Board.

o Recommend that the Board establish such special committees as may be
desirable or necessary from time to time in order to address ethical,
legal or other matters that may arise. The Committee's power to make
such a recommendation shall be without prejudice to the right of any
other committee of the Board, or any individual director, to make such
a recommendation at any time.

CORPORATE GOVERNANCE

o Review periodically, but no less than annually, the corporate
governance principles adopted by the Board to assure that they are
appropriate for the Company and consistent with any applicable laws,
regulations or NASDAQ rules and to recommend any desirable changes to
the Board.

o Consider any other corporate governance issues that arise from time to
time, and to develop appropriate recommendations for the Board.

EVALUATION OF THE BOARD AND MANAGEMENT

o Oversee an annual self-evaluation of the performance of each Board
committee as well as the performance of the Board as a whole,
including a review of any areas in which the Board or management
believes that the Board can better contribute to the Company.

o Oversee the evaluation of the management of the Company, including the
Chief Executive Officer.

o The Committee shall establish procedures to allow it to exercise these
oversight functions.

DIRECTOR COMPENSATION

o The Committee shall evaluate on an annual basis the appropriate level
of compensation for Board and Committee service by non-employee
members of the Board, and make a recommendation with respect thereto
to the Board. The Committee's evaluation will include a review of how
the Company's director compensation relates to director compensation
of companies of comparable size, industry and complexity. The review
will consider both direct and indirect forms of compensation,
including any charitable contributions made by the Company to
organizations with which a director is affiliated and any consulting
or similar arrangements with the Company.

INVESTIGATIONS

o Conduct or authorize investigations into or studies of any matters
within the scope of the Committee's duties and responsibilities, as
the Committee may in its discretion deem necessary or advisable.

EVALUATION OF THE COMMITTEE

The Committee shall deliver to the Board a report setting forth the results
of its evaluation, including any recommended amendments to this Charter and any
recommended changes to the Company's or the Board's policies or procedures.

* * *

As adopted by the Board of Directors on April 14, 2004.

THE MANAGEMENT NETWORK GROUP, INC.
7300 COLLEGE BOULEVARD, SUITE 302, OVERLAND PARK, KANSAS 66210
ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, JUNE 3, 2004
BERNARDUS LODGE
415 CARMEL VALLEY ROAD
CARMEL VALLEY, CALIFORNIA 93924

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON JUNE 3, 2004. The shares of stock you hold in your account will be voted as
you specify below. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR"
ITEMS 1 AND 2.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.

1. Election of directors: [ ] Vote FOR [ ] Vote WITHHELD
all nominees from all nominees
(except as marked)

01 Roy A. Wilkens 02 Andrew D. Lipman 03 Frank M. Siskowski

(Instructions: To withhold authority to vote for a single nominee, write the
number of the nominee in the box provided to the right.) [ ]

2. Ratifying the appointment of Deloitte & Touche LLP as independent auditors of
the Company for the fiscal year ending January 1, 2005.

[ ] For [ ] Against [ ] Abstain

SEE REVERSE SIDE

By signing this proxy, you revoke all prior proxies and appoint Grant G. Behrman
and Richard P. Nespola, and each of them, with full power of substitution, to
vote your shares on the matters shown on the reverse side and any other matters
which may come before the Annual Meeting and all adjournments. THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL
BE VOTED FOR EACH PROPOSAL

Address Change? Mark Box [ ]
Indicate changes below:

DATE

SIGNATURE

SIGNATURE (IF HELD JOINTLY)

Please sign exactly as your name(s)
appear on proxy. If held in joint
tenancy, both persons must sign.
Trustees, administrators, etc. should
include title and authority.
Corporations should provide full name
of corporation and title of authorized
officer signing the proxy.