A nonlinear theological model which accounts for the time-dependent elastic, viscous and yielding phenomena is developed in order to describe the flow behavior of thixotropic materials which exhibit yield stress. A key feature of the formulation is a smooth transition from an 'elastically' dominated response to a 'viscous' response without a discontinuity in the stress-strain curve. The model is phenomenological and is based on the kinetic processes responsible for structural changes within the thixotropic material. As such, it can predict thixotropic effects, such as stress overshoot during start-up of a steady shear flow and stress relaxation after cessation of flow. Thus this model extends a previously proposed viscoplastic model [J. Rheol. 34 (1991) 647] to include thixotropy. An analysis and comparison to experimental data involving oscillatory shear flow are provided to evaluate the accuracy of the model and to estimate the model parameters in a prototype concentrated suspension. The experiments were conducted using a series of concentrated suspensions of silicon particles and silicon carbide whiskers in polyethylene. The data obtained with this experimental system indicated much better agreement between the theory and experiments that obtained in earlier work. (C)2002 Elsvier Science B.V. All rights reserved.