WHITTMAN HART INC, S-1, 1996-12-17

WHITTMAN HART INC
S-1, 1996-12-17
COMPUTER PROCESSING & DATA PREPARATION

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WHITTMAN-HART, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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<S> <C> <C>
DELAWARE 7379 36-3797833
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) No.)
</TABLE>

311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60606-6618; (312) 922-9200
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

ROBERT F. BERNARD
CHIEF EXECUTIVE OFFICER
WHITTMAN-HART, INC.
311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60606-6618; (312) 922-9200
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
NEAL WHITE, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE
CHICAGO, ILLINOIS 60606
(312) 372-2000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
From time to time after this Registration Statement becomes effective.
--------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE

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<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE PER SHARE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par value.......... 4,066,400(2) $23.375 $95,052,100 $28,804
</TABLE>

(1) Estimated solely for purposes of computing the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933 on the basis of the average
high and low prices of the Common Stock on the Nasdaq National Market on
December 13, 1996.

(2) 4,000,000 of which shares are also registered hereunder for resale, with the
consent of the Registrant, by persons who receive shares covered by this
Registration Statement in connection with acquisitions and who may wish to
sell such shares under circumstances requiring or making desirable use of
the Prospectus contained herein.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 17, 1996

PROSPECTUS

4,066,400 SHARES

[LOGO] WHITTMAN-HART, INC.

COMMON STOCK

4,000,000 shares of common stock, $.001 par value per share ("Common
Stock"), covered by this Prospectus may be offered and issued from time to time
by Whittman-Hart, Inc. (the "Company") in connection with acquisitions of other
businesses, real or personal properties, or securities in business combination
transactions in accordance with Rule 415(a) (1) (viii) of Regulation C under the
Securities Act of 1933, as amended (the "Securities Act"), or otherwise under
Rule 415 promulgated under the Securities Act. This Prospectus may also be used,
with the Company's prior consent, by persons who have received or will receive
shares in connection with acquisitions and who wish to offer and sell such
shares under circumstances requiring or making desirable its use. See
"Securities Covered by this Prospectus."

66,400 of the shares of Common Stock covered by this Prospectus may be
offered for sale by Edward V. Szofer (or his donees).

The Common Stock is traded on the Nasdaq National Market under the symbol
"WHIT." On December 12, 1996, the last reported sale price of the Common Stock
was $23 3/4 per share. See "Price Range of Common Stock."

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SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS DECEMBER , 1996.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO ANY
PERSON IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH OFFER. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

TABLE OF CONTENTS

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PAGE
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Prospectus Summary........................................................ 3
Risk Factors.............................................................. 5
The Company............................................................... 9
Securities Covered by this Prospectus..................................... 9
Price Range of Common Stock............................................... 11
Dividend Policy........................................................... 11
Selected Financial Data................................................... 12
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 13
Business.................................................................. 19
Management................................................................ 32
Principal Stockholders.................................................... 38
Certain Transactions...................................................... 39
Description of Capital Stock.............................................. 40
Legal Matters............................................................. 42
Experts................................................................... 42
Additional Information.................................................... 42
Index to Financial Statements............................................. F-1
</TABLE>

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THIS PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE
SUBSTANTIAL RISKS AND UNCERTAINTIES. WHEN USED IN THIS PROSPECTUS, THE WORDS
"ANTICIPATE," "BELIEVE," "ESTIMATE," AND "EXPECT" AND SIMILAR EXPRESSIONS AS
THEY RELATE TO THE COMPANY OR ITS MANAGEMENT ARE INTENDED TO IDENTIFY SUCH
FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS COULD DIFFER MATERIALLY FROM THE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED IN, OR IMPLIED BY, THESE FORWARD-LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DESCRIBED IN "RISK FACTORS."

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Whittman-Hart-Registered Trademark-, Making Information Technology
Work-Registered Trademark- and We Are IT-Registered Trademark- are registered
service marks of the Company. Windows-Registered Trademark- is a registered
trademark of Microsoft Corporation. All other trademarks, service marks and
trade names referred to in this Prospectus are the property of their respective
owners.
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, AND
SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND THE
FINANCIAL STATEMENTS AND RELATED NOTES THERETO APPEARING ELSEWHERE IN THIS
PROSPECTUS. UNLESS INDICATED OTHERWISE, THE INFORMATION CONTAINED IN THIS
PROSPECTUS: (i) GIVES RETROACTIVE EFFECT TO A 2 FOR 1 SPLIT OF THE SHARES OF
COMMON STOCK, $.001 PAR VALUE PER SHARE (THE "COMMON STOCK"), EFFECTED ON
DECEMBER 10, 1996 AND A 4 FOR 1 SPLIT OF THE SHARES OF COMMON STOCK EFFECTED ON
APRIL 3, 1996, AND (ii) REFLECTS THE CONVERSION OF THE COMPANY'S REDEEMABLE
CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE PER SHARE (THE "REDEEMABLE
PREFERRED STOCK"), INTO 1,912,148 SHARES OF COMMON STOCK ON MAY 2, 1996. UNLESS
OTHERWISE INDICATED, ALL REFERENCES TO THE "COMPANY" OR "WHITTMAN-HART" INCLUDE
THE AFFILIATED ENTITIES INVOLVED IN THE REORGANIZATION DESCRIBED IN "THE
COMPANY."

THE COMPANY

Whittman-Hart, Inc. ("Whittman-Hart" or the "Company") provides strategic
information technology ("IT") services designed to improve its clients'
productivity and competitive position. The Company offers its clients a single
source for a comprehensive range of services required to successfully design,
develop and implement integrated computer systems projects in diverse computing
environments. Among the services offered by the Company are systems integration,
strategic IT planning, software development, packaged software implementation
(such as SAP's R/3 client/server application software), business process
reengineering, organizational change management, networking and connectivity,
conventional and multimedia documentation and training, design and
implementation of workgroup solutions (such as Lotus Notes) and design and
implementation of electronic commerce solutions (such as intranet/Internet and
EDI).

Whittman-Hart's marketing efforts focus on middle market companies ranging
from $50 million to $500 million in annual revenues and divisions of Fortune
1000 companies. Whittman-Hart serves clients in a broad range of industries,
including communications, consumer products, distribution, diversified services,
financial services, insurance, manufacturing, pharmaceuticals, professional
services, retail and technology. The Company employs consultants with business
experience in these areas to enhance its ability to understand industry-specific
business issues and develop unbiased IT solutions to address these issues. The
number of clients billed by the Company has grown from 338 in 1993 to 492 in
1995. The Company believes that it has established significant ongoing
relationships with many of its clients.

The demand for IT consulting services has increased rapidly in recent years
and is continuing to grow because: (i) businesses and other organizations are
becoming more reliant on IT for their competitive success; (ii) companies are
migrating from centralized, mainframe-based computer systems to distributed
client/server environments; (iii) widespread organizational downsizing requires
improved business process efficiencies; (iv) IT solutions have become more
complex; and (v) organizations do not generally possess the quantity and variety
of IT skills needed to execute complex IT projects. Whittman-Hart has competed
successfully in this environment, experiencing a compound annual revenue growth
rate of 46% over the past three fiscal years. For fiscal year 1995, the
Company's revenues were $49.8 million, an increase of 69% from $29.5 million in
fiscal year 1994. Revenues for the nine months ended September 30, 1996 were
$62.2 million, an increase of 80% from $34.6 million in the corresponding 1995
period. From September 30, 1995 to September 30, 1996, the number of consultants
increased 72% from 476 to 819.

Whittman-Hart sells and delivers its services through a network of six
branch offices located in Chicago, Indianapolis, Denver, Cincinnati, Milwaukee
and Dallas. The Company has developed a national branch expansion strategy and
has begun replicating its business model in additional major domestic markets.
Expansion plans for 1996 include a Dallas branch, opened in January 1996, and a
Cleveland branch is scheduled to open in late 1996 or early 1997. The expansion
plans for 1997 include a Columbus branch, scheduled to open in early 1997, and
an Atlanta branch scheduled to open mid-1997. In support of its growth strategy,
Whittman-Hart has made significant investments in its business and systems
infrastructure, recruiting organization, training methodologies and marketing
programs, all of which the Company believes will be necessary to support a
significantly larger organization. The Company's growth strategy includes the
following elements: (i) expanding service capabilities; (ii) increasing client
penetration by cross-selling additional

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services; (iii) acquiring other firms to facilitate entry into new geographic
markets or increase technical expertise; and (iv) seeking strategic
relationships to share technical and industry knowledge and pursue joint
marketing opportunities.

SUMMARY FINANCIAL DATA

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<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA: (1)
Revenues....................................... $ 17,881 $ 18,632 $ 23,422 $ 29,543 $ 49,822 $ 34,606 $ 62,164
Gross profit................................... 6,849 7,395 9,593 11,816 19,430 13,483 24,960
Operating income............................... 177 713 1,037 1,175 1,713 1,460 4,901
Net income..................................... 8 693 1,100 1,100 1,780 1,409 3,429
Net income per share........................... $0.20
Shares used in computing net income per
share......................................... 17,166
Pro forma net income (2)....................... 8 679 1,073 855 1,114 882
Pro forma net income per share (2)(3).......... $0.08 $0.06
Shares used in computing pro forma net income
per share (3)................................. 14,130 14,243
Supplementary pro forma net income per share
(4)........................................... $0.08
</TABLE>

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
1996
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(IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA:
Cash and cash equivalents and short-term investments................................. $ 63,596
Working capital...................................................................... 70,750
Total assets......................................................................... 84,242
Total stockholders' equity........................................................... 75,619
</TABLE>

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(1) Certain reclassifications have been made to prior year amounts to conform
to the 1995 presentation. See Note 2 of Notes to Financial Statements.

(2) Reflects federal and additional state income tax expense that would have
been required had the Company and its predecessors operated as a C
corporation for all periods presented.

(3) See Note 2 of Notes to Financial Statements for information concerning the
computation of pro forma net income per share.

(4) Adjusted to give effect to the retirement of two promissory notes totaling
$1,666,500, resulting in a reduction of interest expense of $153,000 (pro
forma net income effect of $92,000 assuming a pro forma effective tax rate
of 40%) as if the Company's initial public offering had occurred on January
1, 1995. Shares used in computing supplementary pro forma net income per
share were increased by 223,992 to approximate the number of shares sold in
the Company's initial public offering to yield net proceeds to retire these
notes. See "Use of Proceeds."

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RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS.

ATTRACTION AND RETENTION OF EMPLOYEES

The Company's business involves the delivery of professional services and is
labor-intensive. The Company's success depends in large part upon its ability to
attract, develop, motivate and retain highly skilled technical employees.
Qualified technical employees are in great demand and are likely to remain a
limited resource for the foreseeable future. There can be no assurance that the
Company will be able to attract and retain sufficient numbers of highly skilled
technical employees in the future. The Company has historically experienced
turnover rates which it believes are consistent with industry norms. An increase
in this rate could have a material adverse effect on the Company's business,
operating results and financial condition, including its ability to secure and
complete engagements. See "Business -- Human Resources."

MANAGEMENT OF GROWTH

The Company is currently experiencing rapid growth that has strained, and
could continue to strain, the Company's managerial and other resources. From
September 30, 1995 through September 30, 1996, the number of consultants
increased from 476 to 819 and further increases are anticipated during the
current year. The Company opened a Dallas branch in January 1996, and plans to
open a Cleveland branch in late 1996 or early 1997. Expansion plans for 1997
include a Columbus branch, scheduled to open in early 1997, and an Atlanta
branch, scheduled to open in mid-1997. The Company's ability to manage the
growth of its operations will require it to continue to improve its operational,
financial and other internal systems and to attract, develop, motivate and
retain its employees. If the Company's management is unable to manage growth or
new employees are unable to achieve anticipated performance levels, the
Company's business, operating results and financial condition could be
materially and adversely affected.

PROJECT RISKS

Many of the Company's engagements involve projects that are critical to the
operations of its clients' businesses and provide benefits that may be difficult
to quantify. The Company's failure or inability to meet a client's expectations
in the performance of its services could result in a material adverse change to
the client's operations and therefore could give rise to claims against the
Company or damage the Company's reputation, adversely affecting its business,
operating results and financial condition.

VARIABILITY OF QUARTERLY OPERATING RESULTS

Variations in the Company's revenues and operating results occur from time
to time as a result of a number of factors, such as the significance of client
engagements commenced and completed during a quarter, the number of business
days in a quarter, timing of branch and service line expansion activities, the
timing of corporate expenditures and employee hiring and utilization rates. The
timing of revenues is difficult to forecast because the Company's sales cycle
can be relatively long and may depend on factors such as the size and scope of
assignments and general economic conditions. Because a high percentage of the
Company's expenses are relatively fixed, a variation in the number of client
assignments or the timing of the initiation or the completion of client
assignments, particularly at or near the end of any quarter, can cause
significant variations in operating results from quarter to quarter and could
result in losses to the Company. In addition the Company's engagements generally
are terminable by the client without penalty. Although the number of consultants
can be adjusted to correspond to the number of active projects, the Company must
maintain a sufficient number of senior consultants to oversee existing client
projects and assist with the Company's sales force in securing new client
assignments. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

COMPETITION

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groups of computer equipment companies, facilities management companies, general
management consulting firms and programming companies. Many of these competitors
have significantly greater financial, technical and marketing resources and
greater name recognition than the Company. In addition, the Company competes
with its clients' internal resources, particularly where these resources
represent a fixed cost to the client. Such competition may impose additional
pricing pressures on the Company. There can be no assurance that the Company
will compete successfully with its existing competitors or with any new
competitors. See "Business -- Competition."

RELIANCE ON KEY EXECUTIVES

The success of the Company is highly dependent upon the efforts and
abilities of its executive officers, particularly Mr. Robert Bernard, the
Company's founder and Chief Executive Officer. Although these executives have
entered into employment agreements containing noncompetition, nondisclosure and
nonsolicitation covenants, these contracts do not guarantee that these
individuals will continue their employment with the Company. The loss of the
services of any of these key executives for any reason could have a material
adverse effect upon the Company's business, operating results and financial
condition. See "Management -- Employment Agreements."

CONCENTRATION OF REVENUES

The Company derives a significant portion of its revenues from a relatively
limited number of clients. For example during fiscal year 1995 and the first
nine months of 1996, revenues from the Company's ten most significant clients
accounted for approximately 33% and 31% of its revenues, respectively, and its
largest client accounted for approximately 10% and 6% of the Company's revenues,
respectively. There can be no assurance that these clients will continue to
engage the Company for additional projects or do so at the same revenue levels.
Clients engage the Company on an assignment-by-assignment basis, and a client
can generally terminate an assignment at any time without penalty. The loss of
any significant client could have a material adverse effect on the Company's
business, operating results and financial condition. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business -- Clients and Representative Solutions."

RAPID TECHNOLOGICAL CHANGE; DEPENDENCE ON NEW SOLUTIONS

The Company's success will depend in part on its ability to develop IT
solutions that keep pace with continuing changes in IT, evolving industry
standards and changing client preferences. There can be no assurance that the
Company will be successful in adequately addressing these developments on a
timely basis or that, if these developments are addressed, the Company will be
successful in the marketplace. In addition, there can be no assurance that
products or technologies developed by others will not render the Company's
services uncompetitive or obsolete. The Company's failure to address these
developments could have a material adverse effect on the Company's business,
operating results and financial condition.

RISKS RELATED TO POSSIBLE ACQUISITIONS

The Company may expand its operations through the acquisition of additional
businesses. There can be no assurance that the Company will be able to identify,
acquire or profitably manage additional businesses or successfully integrate any
acquired businesses into the Company without substantial expenses, delays or
other operational or financial problems. Further, acquisitions may involve a
number of special risks or effects, including diversion of management's
attention, failure to retain key acquired personnel, unanticipated events or
circumstances, legal liabilities and amortization of acquired intangible assets
and other one-time or ongoing acquisition related expenses, some or all of which
could have a material adverse effect on the Company's business, operating
results and financial condition. Client satisfaction or performance problems at
a single acquired firm could have a material adverse impact on the reputation of
the Company as a whole. In addition, there can be no assurance that acquired
businesses, if any, will achieve anticipated revenues and earnings. The failure
of the Company to manage its acquisition strategy successfully could have a
material adverse effect on the Company's business, operating results and
financial condition. See "Business -- Growth Strategy."

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CONTROL BY PRINCIPAL STOCKHOLDER

As of December 12, 1996, Mr. Bernard beneficially owned approximately 38.2%
of the Company's outstanding shares of Common Stock. As a result, Mr. Bernard
will, as a practical matter, continue to be able to control the outcome of
matters requiring a stockholder vote, including the election of the members of
the Board of Directors, thereby controlling the affairs and management of the
Company. Such control could adversely affect the market price of the Common
Stock or delay or prevent a change in control of the Company. See "Principal and
Selling Stockholders."

INTELLECTUAL PROPERTY RIGHTS

The Company's success is dependent upon certain methodologies it utilizes in
designing, installing and integrating computer software and systems and other
proprietary intellectual property rights. The Company's business includes the
development of custom software in connection with specific client engagements.
Ownership of such software is generally assigned to the client. The Company also
develops certain foundation and application software products, or software
"tools," which remain the property of the Company.

The Company relies upon a combination of nondisclosure and other contractual
arrangements and trade secret, copyright and trademark laws to protect its
proprietary rights and the proprietary rights of third parties from whom the
Company licenses intellectual property. The Company enters into confidentiality
agreements with its employees and limits distribution of proprietary
information. There can be no assurance that the steps taken by the Company in
this regard will be adequate to deter misappropriation of proprietary
information or that the Company will be able to detect unauthorized use and take
appropriate steps to enforce its intellectual property rights.

Although the Company believes that its services do not infringe on the
intellectual property rights of others and that it has all rights necessary to
utilize the intellectual property employed in its business, the Company is
subject to the risk of claims alleging infringement of third-party intellectual
property rights. Any such claims could require the Company to spend significant
sums in litigation, pay damages, develop non-infringing intellectual property or
acquire licenses to the intellectual property which is the subject of asserted
infringement. See "Business -- Intellectual Property Rights."

FIXED-BID PROJECTS

The Company undertakes certain projects billed on a fixed-bid basis, which
is distinguishable from the Company's principal method of billing on a time and
materials basis, and undertakes other projects on a fee-capped basis. The
failure of the Company to complete such projects within budget or below the cap
would expose the Company to risks associated with cost overruns, which could
have a material adverse effect on the Company's business, operating results and
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview."

LIMITED TRADING HISTORY OF COMMON STOCK; STOCK PRICE VOLATILITY

The Common Stock first became publicly traded on May 3, 1996 after the
Company's initial public offering at $8 per share. Between May 3, 1996 and
December 12, 1996, the closing sale price has ranged from a low of $11 13/16 per
share to a high of $28 per share. The market price of the Common Stock could
continue to fluctuate substantially due to a variety of factors, including
quarterly fluctuations in results of operations, adverse circumstances affecting
the introduction or market acceptance of new products and services offered by
the Company, announcements of new products and services by competitors, changes
in the IT environment, changes in earnings estimates by analysts, changes in
accounting principles, sales of Common Stock by existing holders, loss of key
personnel and other factors. The market price for the Company's Common Stock may
also be affected by the Company's ability to meet analysts' expectations, and
any failure to meet such expectations, even if minor, could have a material
adverse effect on the market price of the Company's Common Stock. In addition,
the stock market is subject to extreme price and volume fluctuations. This
volatility has had a significant effect on the market prices of securities
issued by many companies for reasons unrelated to the operating performance of
these companies. In the past, following periods of volatility in the market
price of a company's securities, securities class action litigation has often
been instituted against such

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a company. Any such litigation instigated against the Company could result in
substantial costs and a diversion of management's attention and resources, which
could have a material adverse effect on the Company's business, operating
results and financial condition. See "Price Range of Common Stock."

CERTAIN ANTI-TAKEOVER EFFECTS

The Company's Certificate of Incorporation and By-Laws and the Delaware
General Corporation Law include provisions that may be deemed to have
anti-takeover effects and may delay, defer or prevent a takeover attempt that
stockholders might consider in their best interests. These include By-Law
provisions under which only the Chairman of the Board or the President may call
meetings of stockholders and certain advance notice procedures for nominating
candidates for election to the Board of Directors. Directors of the Company are
divided into three classes and are elected to serve staggered three-year terms.
The Board of Directors of the Company is empowered to issue up to 3,000,000
shares of preferred stock and to determine the price, rights, preferences and
privileges of such shares, without any further stockholder action. The existence
of this "blank-check" preferred stock could render more difficult or discourage
an attempt to obtain control of the Company by means of a tender offer, merger,
proxy contest or otherwise. In addition, this "blank-check" preferred stock, and
any issuance thereof, may have an adverse effect on the market price of the
Company's Common Stock. See "Management -- Directors and Executive Officers" and
"Description of Capital Stock -- Delaware Law and Certain Certificate of
Incorporation and By-Law Provisions; Anti-Takeover Effects."

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THE COMPANY

From its inception in 1984 to December 31, 1995, the Company's business was
owned by Whittman-Hart, L.P., a Delaware limited partnership ("LP"), and
operated by employees of Whittman-Hart Corporation II, a Delaware corporation
("Corporation II"), pursuant to a client service agreement. The general partner
of LP was Whittman-Hart, Ltd., a Delaware corporation ("Limited") of which 94%
was owned by Mr. Bernard and 6% was owned by Edward Szofer, the Company's Chief
Operating Officer. The limited partners of LP were Corporation II, Mr. Bernard
and, after August 1995, F-WH Corporation ("Frontenac") and PVP-WH Corporation
("Platinum"). The stockholders of Corporation II included officers and certain
other employees of the Company. Frontenac and Platinum acquired their interests
in LP in August 1995 pursuant to their purchases of $4.0 million and $1.5
million, respectively, of convertible preferred equity units. See "Certain
Transactions."

Effective December 31, 1995, the Company restructured itself in a
transaction (the "Reorganization") pursuant to which the partners of LP (other
than Corporation II) became the stockholders of Corporation II, Corporation II
became the successor to all of the assets, liabilities and business of LP and
the client service agreement between LP and Corporation II was canceled. The
convertible preferred and common equity units in LP were converted into a like
number of shares of Redeemable Preferred Stock and Common Stock, respectively,
of Corporation II, and Corporation II changed its name to Whittman-Hart, Inc.,
the issuer in this offering.

Prior to the Reorganization, the portion of the Company's earnings
attributable to the operations of LP was taxed, for federal and certain state
income tax purposes, directly to the partners of LP rather than to the Company.
The Company has made cash distributions to Mr. Bernard aggregating $179,476 for
the purpose of enabling him to pay federal and state income taxes for fiscal
1995 attributable to LP's taxable income, and in connection with the
Reorganization the Company declared, and in April 1996 paid, a final
distribution to the Company's predecessor partners aggregating $860,646 for the
purpose of enabling them to pay federal and state income taxes for fiscal year
1995 attributable to LP's taxable income and to the tax consequences of the
Reorganization (collectively, the "Tax Distributions"). From and after the date
of the Reorganization, all earnings of the Company will be subject to federal
and state corporate income taxes.

The Company maintains its principal executive offices at 311 South Wacker
Drive, Suite 3500, Chicago, Illinois 60606. The Company's telephone number is
(312) 922-9200 and its Internet address is http:// www.whittman-hart.com. The
Company's Web site is not a part of this Prospectus.

SECURITIES COVERED BY THIS PROSPECTUS

4,000,000 of the shares of Common Stock covered by this Prospectus are
available for use in future acquisitions of other businesses, real or personal
properties, or securities in business combination transactions in accordance
with Rule 415(a)(1)(viii) of Regulation C under the Securities Act or otherwise
under Rule 415. Such acquisitions may be made directly by the Company or
indirectly through a subsidiary, may relate to businesses or securities of
businesses similar or dissimilar to those of the Company or to properties of a
type which may or may not currently be used by the Company, and may be made in
connection with the settlement of litigation or other disputes. The
consideration offered by the Company in such acquisitions, in addition to the
shares of Common Stock offered by this Prospectus, may include cash, debt, or
other securities (which may be convertible into shares of Common Stock covered
by this Prospectus), or assumption by the Company of liabilities of the
business, properties, or securities being acquired or of their owners, or a
combination thereof. It is contemplated that the terms of acquisitions will be
determined by negotiations between the Company and the owners of the businesses,
properties, or securities to be acquired, with the Company taking into account
such factors as the quality of management, the past and potential earning power,
growth and appreciation of the businesses, properties, or securities acquired,
and other relevant factors, and it is anticipated that shares of Common Stock
issued in acquisitions will be valued at a price reasonably related to the
market value of the Common Stock either at the time the terms of the acquisition
are tentatively agreed upon or at or about the time or times of delivery of the
shares.

9
<PAGE>
66,400 of the shares of Common Stock covered by this Prospectus were issued
to Edward V. Szofer, in connection with the Reorganization, and have been
registered for resale by Mr. Szofer, his donees and various related trusts.

The Company may from time to time, in an effort to maintain an orderly
market in the Common Stock, negotiate agreements with persons receiving Common
Stock covered by this Prospectus that will limit the number of shares that may
be sold by such persons at specified intervals. Such agreements may be more
restrictive than restrictions on sales made pursuant to the exemption from
registration requirements of the Securities Act, including the requirements
under Rule 144 or Rule 145(d), and certain persons party to such agreements may
not otherwise be subject to such Securities Act requirements. The Company
anticipates that, in general, such negotiated agreements will be of limited
duration and will permit the recipients of Common Stock issued in connection
with acquisitions to sell up to a specified number of shares per business day or
days.

With the consent of the Company, this Prospectus may also be used by persons
who have received or will receive from the Company Common Stock covered by this
Prospectus and who may wish to sell such stock under circumstances requiring or
making desirable its use. The Company's consent to such use may be conditioned
upon such persons' agreeing not to offer more than a specified number of shares
following supplements or amendments to this Prospectus, which the Company may
agree to use its best efforts to prepare and file at certain intervals. The
Company may require that any such offering be effected in an organized manner
through securities dealers.

Sales by means of this Prospectus may be made from time to time privately at
prices to be individually negotiated with the purchasers, or publicly through
transactions in the over-the-counter market (which may involve block
transactions), at prices reasonably related to market prices at the time of sale
or at negotiated prices. Broker-dealers participating in such transactions may
act as agent or as principal and, when acting as agent, may receive commissions
from the purchasers as well as from the sellers (if also acting as agent for the
purchasers). The Company may indemnify any broker-dealer participating in such
transactions against certain liabilities, including liabilities under the
Securities Act. Profits, commissions, and discounts on sales by persons who may
be deemed to be underwriters within the meaning of the Securities Act may be
deemed underwriting compensation under the Securities Act.

Stockholders may also offer shares of stock covered by this Prospectus by
means of prospectuses under other registration statements or pursuant to
exemptions from the registration requirements of the Securities Act, including
sales which meet the requirements of Rule 144 or Rule 145(d) under the
Securities Act, and stockholders should seek the advice of their own counsel
with respect to the legal requirements for such sales.

This Prospectus may be supplemented or amended from time to time to reflect
its use for resales by persons who have received shares of Common Stock for whom
the Company has consented to the use of this Prospectus in connection with
resales of such shares.

10
<PAGE>
PRICE RANGE OF COMMON STOCK

The Company's Common Stock has been traded on the Nasdaq National Market
under the symbol "WHIT" since May 3, 1996. The following table sets forth, for
the periods indicated, the range of high and low closing sale prices for the
Common Stock as reported on the Nasdaq National Market.

<TABLE>
<CAPTION>
1996 HIGH LOW
<S> <C> <C>
Second Quarter (from May 3, 1996).................... $20 3/4 $12 1/4
Third Quarter........................................ 23 5/8 11 13/16
Fourth Quarter (through December 12, 1996)........... 28 19 15/16
</TABLE>

On December 12, 1996, the last reported sale price of the Common Stock was
23 3/4 per share. At December 12, 1996, the Company had approximately 58
stockholders of record.

DIVIDEND POLICY

Other than the Tax Distributions made in connection with the Reorganization,
the Company has never made any distributions with respect to its equity
securities. The Company does not anticipate paying any cash dividends on its
Common Stock in the foreseeable future. The Company currently intends to retain
future earnings to fund the development and growth of its business.

11
<PAGE>
SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected financial data for the fiscal years 1991 through 1995
are derived from the Company's Financial Statements and related Notes thereto
that have been audited by KPMG Peat Marwick LLP, independent accountants. The
statements of operations and the balance sheet data as set forth below for, and
as of the end of, each of the nine-month periods ended September 30, 1995 and
1996 have been derived from unaudited financial statements of the Company which,
in the opinion of management, include all adjustments that are necessary for a
fair statement of the results of the interim periods, and all such adjustments
are of a normal recurring nature. The selected financial data for the nine
months ended September 30, 1996 are not necessarily indicative of the results to
be expected for the full year. The selected financial data set forth below
should be read in conjunction with the Financial Statements and related Notes
thereto and with "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA: (1)
Revenues.............................. $17,881 $18,632 $23,422 $29,543 $49,822 $34,606 $62,164
Cost of services...................... 11,032 11,237 13,829 17,727 30,392 21,123 37,204
------- ------- ------- ------- ------- --------- ---------
Gross profit........................ 6,849 7,395 9,593 11,816 19,430 13,483 24,960
Costs and expenses:
Selling............................. 1,026 946 1,073 1,431 2,497 1,764 2,636
Recruiting.......................... 665 471 769 1,121 2,181 1,657 2,534
General and administrative.......... 4,981 5,265 6,714 8,089 13,039 8,602 14,889
------- ------- ------- ------- ------- --------- ---------
Total costs and expenses.......... 6,672 6,682 8,556 10,641 17,717 12,023 20,059
------- ------- ------- ------- ------- --------- ---------
Operating income...................... 177 713 1,037 1,175 1,713 1,460 4,901
Other income (expense)................ (167) (18) 66 (36) 17 (51) 610
------- ------- ------- ------- ------- --------- ---------
Income before income taxes............ 10 695 1,103 1,139 1,730 1,409 5,511
Income taxes.......................... 2 2 3 29 (50) -- 2,082
------- ------- ------- ------- ------- --------- ---------
Net income............................ 8 693 1,100 1,110 1,780 1,409 3,429
---------
---------
Net income per share.................. $ 0.20
---------
---------
Shares used in computing net income
per share............................ 17,166
---------
---------
Pro forma adjustment to provision for
income taxes (2)..................... -- 14 27 255 666 527
------- ------- ------- ------- ------- ---------
Pro forma net income(2)............... $ 8 $ 679 $ 1,073 $ 855 $ 1,114 $ 882
------- ------- ------- ------- ------- ---------
------- ------- ------- ------- ------- ---------
Pro forma net income per share
(2)(3)............................... $ 0.08 $ 0.06
------- ---------
------- ---------
Shares used in computing pro forma net
income per share..................... 14,130 14,243
------- ---------
------- ---------
Supplementary pro forma net income per
share (unaudited) (4)................ $ 0.08
-------
-------
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF
---------------------------------------------------- SEPTEMBER 30,
PRO FORMA ----------------
1991 1992 1993 1994 1995 1995(5) 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents and
short-term investments............... $ 493 $ -- $ -- $ -- $ 4,083 $ 4,083 $ 2,227 $63,596
Working capital (deficit)............. (1,646) (1,514) (210) 613 4,196 4,196 5,514 70,750
Total assets.......................... 4,211 3,808 4,797 7,246 17,229 17,229 13,752 84,242
Long-term debt, less current
portion.............................. 2,145 1,044 610 1,600 1,135 1,135 1,610 --
Redeemable convertible preferred
stock................................ -- -- -- -- 5,584 -- 5,463 --
Total stockholders' equity
(deficit)............................ (2,770) (1,700) (188) 992 271 5,855 956 75,619
</TABLE>

- ------------------------------
(1) Certain reclassifications have been made to prior year amounts to conform to
the 1995 presentation. See Note 2 of Notes to Financial Statements.

(2) Reflects federal and additional state income tax expense that would have
been required had the Company and its predecessors operated as a C
corporation for all periods presented.

(3) See Note 2 of Notes to Financial Statements for information concerning the
computation of pro forma net income per share.

(5) Gives effect to conversion of the Redeemable Preferred Stock as of December
31, 1995.

12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING SECTION OF THE PROSPECTUS, MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
WHEN USED IN THIS SECTION, THE WORDS "ANTICIPATE," "BELIEVE," "ESTIMATE," AND
"EXPECT" AND SIMILAR EXPRESSIONS AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT
ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS COULD DIFFER MATERIALLY FROM THE RESULTS,
PERFORMANCE OR ACHIEVEMENTS EXPRESSED IN, OR IMPLIED BY, THESE FORWARD-LOOKING
STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE
THOSE DISCUSSED IN "RISK FACTORS."

OVERVIEW

Whittman-Hart is an IT services company that provides strategic IT business
solutions designed to improve its clients' productivity and competitive
position. The Company was founded in 1984 and has experienced revenue growth
every year since inception.

Whittman-Hart's revenues are generated primarily from professional fees,
which are generally billed at a contracted hourly rate and are recognized as
services are provided. Over the last three fiscal years, at least 90% of the
Company's revenues have been generated on a time and materials basis. The
Company's services may also be provided on a fixed-bid or fee-capped basis,
which subjects the Company to the risk of cost overruns. Fixed-bid revenue is
recognized by the percentage of completion method. The Company typically bills
on a weekly basis to monitor client satisfaction and manage its outstanding
accounts receivable balances. The Company's most significant cost is project
personnel cost, which consists of consultant salaries and benefits. Thus, the
Company's financial performance is primarily based upon billing margin (billable
hourly rate less the consultant's hourly cost) and personnel utilization rates
(billable hours divided by paid hours).

To date, the Company has been able to maintain its billing margins by
offsetting increases in consultant salaries with increases in its hourly rates.
Because most of the Company's engagements are on a time and materials basis,
increases in its cost of services are generally passed along to the Company's
clients and, accordingly, do not have a significant impact on the Company's
financial results. In addition, the Company attempts to control expenses that
are not passed through to its clients. Furthermore, profitability is improved by
tying significant incentive compensation to achieving performance goals.

The Company establishes standard billing guidelines based on the type of
service offered. Actual billing rates are established on a project by project
basis and may vary from the standard guidelines. Over the last three years, the
Company's average revenue per assignment hour has steadily increased. The growth
in average revenue per assignment hour reflects a higher percentage of
value-added services, such as client/ server software implementations (E.G.,
SAP), workgroup projects (E.G., Lotus Notes) and solutions-oriented and
strategic consulting projects.

Whittman-Hart manages its personnel utilization rates by monitoring project
requirements and timetables. The number of consultants assigned to a project
will vary according to the size, complexity, duration and demands of the
project. Project terminations, completions and scheduling delays may result in
periods when consultants are not fully utilized. An unanticipated termination of
a project could result in a higher than expected number of unassigned
consultants or, if the Company were to terminate such consultants, increased
severance expenses. Although the number of the Company's consultants can be
adjusted to correspond to the number of active projects, Whittman-Hart must
maintain a sufficient number of senior consultants to oversee existing client
projects and assist the Company's sales force in securing new client
assignments. Whittman-Hart consultants are subject to employment-at-will
contracts, which may be terminated upon two weeks' notice without penalty or
further expense to the Company.

The Company's historical revenue growth is partly attributable to the growth
of its branch network, which consisted of five branch offices and several client
support centers as of December 31, 1995, and an additional branch office, opened
in Dallas in the first quarter of 1996. Each of the Company's branches has
generated annual revenue and gross profit growth since inception. In addition,
the Company has also

13
<PAGE>
increased revenues by expanding its existing service lines to include higher
value-added service capabilities, such as SAP and Lotus Notes implementation
services, and by increasing the number of clients billed by the Company from 338
in 1993 to 492 in 1995.

In 1995 the Company made one-time infrastructure expenditures in the third
and fourth quarters totaling $1.1 million. These expenditures were included in
general and administrative expenses and were incurred in connection with: (i)
developing a new employee orientation program; (ii) developing the Company's
branch expansion methodology; (iii) training the Company's field task force,
which is responsible for opening the Company's new branch locations; and (iv)
developing the Company's integrated marketing campaign, designed to strengthen
the Whittman-Hart brand name in its branch locations. See "Business --
Operational Investments."

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected
statements of operations data as a percentage of revenues and the percentage
change in each line item between comparative periods:

<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL REVENUES
------------------------------------- PERIOD-TO-PERIOD PERCENTAGE CHANGES
NINE MONTHS -------------------------------------------
YEARS ENDED ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30, 1994 1995 SEPTEMBER 30, 1996
--------------------- ------------- COMPARED COMPARED COMPARED TO
1993 1994 1995 1995 1996 TO 1993 TO 1994 SEPTEMBER 30, 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................ 100% 100% 100% 100% 100% 26% 69% 80%
Cost of services........................ 59 60 61 61 60 28 71 76
----- ----- ----- ----- -----
Gross profit.......................... 41 40 39 39 40 23 64 85
Costs and expenses:
Selling............................... 5 5 5 5 4 33 74 49
Recruiting............................ 3 4 4 5 4 46 95 53
General and administrative............ 29 27 26 25 24 20 61 73
----- ----- ----- ----- -----
Total costs and expenses............ 37 36 35 35 32 24 67 67
----- ----- ----- ----- -----
Operating income........................ 4 4 4 4 8 13 46 236
Other income (expense).................. 1 -- -- -- 1 * * *
----- ----- ----- ----- -----
Income before income taxes.............. 5 4 4 4 9 3 52 291
Income taxes............................ -- -- -- -- 3 * * *
----- ----- ----- ----- -----
Net income.............................. 5% 4% 4% 4% 6% 1 60 143
----- ----- ----- ----- -----
----- ----- ----- ----- -----
</TABLE>

- ------------------------
*NOT MEANINGFUL.

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO SEPTEMBER 30, 1995

REVENUES. Revenues increased 80% to $62.2 million in the first nine months
of 1996 from $34.6 million for the first nine months of 1995. Each of the
Company's branch offices and significant business units experienced substantial
growth in the first nine months of 1996 as compared to the first nine months of
1995. Revenues from the Company's ten most significant clients, expressed as a
percentage of total revenues, declined to 31% in the first nine months of 1996
from 34% in the comparable 1995 period.

GROSS PROFIT. Gross profit consists of revenues less cost of services,
which includes consultant salaries and benefits. Gross profit increased 85% to
$25.0 million in the first nine months of 1996 from $13.5 million in the first
nine months of 1995. Gross profit as a percentage of revenues increased to 40%
in the first nine months of 1996 from 39% in the comparable 1995 period. The
margin increase is due to a change in the sales mix toward higher-end service
offerings.

14
<PAGE>
SELLING EXPENSES. Selling expenses include the salaries, benefits,
commissions, travel, entertainment and all other direct costs associated with
the Company's direct sales force. Selling expenses increased 49% to $2.6 million
in the first nine months of 1996 from $1.8 million in the first nine months of
1995. As a percentage of revenues, selling expenses decreased to 4% in the first
nine months of 1996 as compared to 5% for the comparable period in 1995. The
decrease as a percentage of revenues is attributable to a change in the
structure of the sales commission plan.

RECRUITING EXPENSES. Recruiting expenses consist of costs related to hiring
new personnel. These costs include the salaries, benefits, bonuses and other
direct costs of in-house recruiters, outside recruiting agency fees, sign-on
bonuses, relocation fees and advertising costs. Recruiting expenses increased
53% to $2.5 million in the first nine months of 1996 from $1.7 million in the
first nine months of 1995. As a percentage of revenues, recruiting expenses
decreased to 4% in the first nine months of 1996 from 5% in the comparable 1995
period. The decrease as a percentage of revenues is due to lower attrition rates
and reduced recruiting costs per hire. The number of consultants increased 72%
to 819 as of September 30, 1996 from 476 as of September 30, 1995, while total
recruiting costs per hire for the first nine months of each year decreased to
approximately $5,900 in 1996 from approximately $6,400 in 1995.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
include salaries and benefits of management and support personnel, facilities
costs, training, travel, outside professional fees and all other branch and
corporate costs. General and administrative expenses increased 73% to $14.9
million in the first nine months of 1996 from $8.6 million in the first nine
months of 1995. The increase is primarily attributable to a general increase in
corporate costs (approximately 21% of such increase), increased numbers of
branch management personnel to support the growth of new business units and
newer branch locations (approximately 14% of such increase), increased personal
computer leasing due to the rollout of laptop computers for consultants
(approximately 19% of such increase) and the establishment of a new Dallas
branch office (approximately 14% of such increase). As a percentage of revenues,
general and administrative costs declined to 24% in the first nine months of
1996 from 25% in the first nine months of 1995.

INTEREST INCOME. The increase in interest income in the first nine months
of 1996 as compared to the same period in 1995 is attributable to interest
earned on investments of available net proceeds from the Company's initial and
follow-on public offerings.

INCOME TAXES. The Company's effective tax rate was 38% for the first nine
months of 1996 as compared to 37% on a pro forma basis for the same period of
1995. Prior to December 31, 1995, the Company operated as a partnership. The pro
forma tax adjustment for the nine months ended September 30, 1996 represents
federal and additional state income tax expense that would have been required
had the Company operated as a C corporation during those periods.

1995 COMPARED TO 1994

REVENUES. Revenues increased 69% to $49.8 million in 1995 from $29.5
million in 1994. Each of the Company's five branch offices experienced revenue
growth in excess of 50% for 1995 compared to 1994. Revenues from the Company's
ten most significant clients grew 67%, but as a percentage of total revenues
remained constant at approximately 33%. Expansion of the Company's existing
service offerings, primarily client/server, business consulting and Novell
LAN/WAN networking services, accounted for approximately 75% of the revenue
increase, while the addition of new service offerings such as SAP, Lotus Notes
and enterprise services accounted for the remaining 25% of the revenue increase.

GROSS PROFIT. Gross profit increased 64% to $19.4 million in 1995 from
$11.8 million in 1994. Gross profit as a percentage of revenues declined to 39%
in 1995 from 40% in 1994. This decrease is attributable to the 16% start-up
margin associated with the Company's new SAP practice, which is expected to
yield higher margins in the future. Excluding the low start-up margins
associated with the SAP practice, 1995 gross profit as a percentage of revenues
would have been 40%.

SELLING EXPENSES. Selling expenses increased 74% to $2.5 million in 1995
from $1.4 million in 1994. The Company's selling expenses, as a percentage of
revenues, remained constant at approximately 5%.

15
<PAGE>
RECRUITING EXPENSES. Recruiting expenses increased 95% to $2.2 million in
1995 from $1.1 million in 1994, but as a percentage of revenues remained
constant at 4%. This increase in recruiting expenses was a result of expanded
hiring activity in preparation for anticipated employee requirements in 1996.
The number of consultants increased 69% to 511 as of December 31, 1995 from 302
as of December 31, 1994, while total recruiting costs per hire remained constant
at approximately $6,500.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 61% to $13.0 million in 1995 from $8.1 million in 1994. This increase
is primarily attributable to significant one-time infrastructure additions
(approximately 22% of such increase), the establishment of new corporate and
Chicago branch office facilities (approximately 17% of such increase), increased
personal computer leasing (approximately 16% of such increase) and development
of a new SAP business unit (approximately 9% of such increase). As a percentage
of revenues, general and administrative expenses declined to 26% in 1995 from
27% in 1994.

The one-time infrastructure additions in 1995 were made primarily in the
fourth quarter to support significantly higher anticipated growth. These costs
included the establishment of a branch expansion team, additional SAP
investments and the development of the Company's integrated marketing campaign.
Excluding these $1.1 million charges to general and administrative expenses, the
Company's general and administrative expenses as a percentage of revenues in
1995 would have been 24%.

1994 COMPARED TO 1993

REVENUES. Revenues increased 26% to $29.5 million in 1994 from $23.4
million in 1993. The Company's largest branch locations, Chicago and
Indianapolis, grew by approximately 20%. The Denver and Milwaukee branches,
which were opened in 1993, experienced combined revenue growth of approximately
180%. The opening of the Cincinnati branch in the second half of 1994, combined
with the establishment of two additional client support centers in Evansville
and Peoria, contributed an additional $1.0 million to revenues. During 1994, the
Company continued to expand its service offerings and geographical reach and
increase its number of client relationships, which reduced the share of revenues
from its ten most significant clients. Revenues from the Company's ten most
significant clients, expressed as a percentage of total revenues, declined to
34% in 1994 from 49% in 1993.

GROSS PROFIT. Gross profit increased 23% to $11.8 million in 1994 from $9.6
million in 1993. Gross profit as a percentage of revenues declined to 40% in
1994 from 41% in 1993. This decrease was a result of the higher direct costs
associated with the Chicago branch's establishment of two new practice areas
(client server and electronic commerce) as well as additional expenditures to
establish more specialized subgroups within its Business Consulting and
Documentation and Training business units.

SELLING EXPENSES. Selling expenses increased 33% to $1.4 million in 1994
from $1.1 million in 1993. As a percentage of revenues, selling expenses
remained relatively constant at 5%.

RECRUITING EXPENSES. Recruiting expenses increased 46% to $1.1 million in
1994 from $0.8 million in 1993 and as a percentage of revenues increased to 4%
in 1994 from 3% in 1993. This increase in recruiting expenses resulted from
expanded hiring activity in the second half of 1994 in preparation for
anticipated employee requirements in 1995. The number of consultants increased
33% to 302 as of December 31, 1994 from 227 as of December 31, 1993, while total
recruiting costs per hire decreased to approximately $6,500 in 1994 from
approximately $7,100 in 1993.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 20% to $8.1 million in 1994 from $6.7 million in 1993. The increase is
primarily attributable to the development of internal systems and networks
(approximately 21% of such increase), expanded marketing efforts (approximately
18% of such increase), higher travel related costs (approximately 18% of such
increase) and increased computer spending (approximately 16% of such increase).
As a percentage of revenues, general and administrative expenses declined to 27%
in 1994 from 29% in 1993.

16
<PAGE>
UNAUDITED QUARTERLY RESULTS

The following tables set forth certain unaudited quarterly operating
information for each of the eight quarters ending with the quarter ended
September 30, 1996, both in dollars and as a percentage of total revenues. These
data have been prepared on the same basis as the audited financial statements
contained elsewhere in this Prospectus and include all adjustments, consisting
only of normal recurring adjustments, necessary for the fair presentation of the
information for the periods presented, when read in conjunction with the
Company's Financial Statements and related Notes thereto. Results for any
previous fiscal quarter are not necessarily indicative of results for the full
year or for any future quarter.
<TABLE>
<CAPTION>
QUARTERS ENDED
-------------------------------------------------------------------------------------
DEC. 31, MAR. 31, JUNE 30, SEP. 30, DEC. 31, MAR. 31, JUNE 30, SEP. 30,
1994 1995 1995 1995 1995 1996 1996 1996
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues........................... $8,500 $9,672 $11,740 $13,194 $15,216 $17,794 $21,069 $23,301
Cost of services................... 5,172 5,946 7,184 7,993 9,269 10,675 12,687 13,842
-------- -------- -------- -------- -------- -------- -------- --------
Gross profit..................... 3,328 3,726 4,556 5,201 5,947 7,119 8,382 9,459
Costs and expenses:
Selling.......................... 389 528 576 660 733 799 911 926
Recruiting....................... 352 479 535 643 524 734 873 927
General and administrative....... 2,218 2,330 2,929 3,343 4,437 4,468 5,177 5,244
-------- -------- -------- -------- -------- -------- -------- --------
Total costs and expenses....... 2,959 3,337 4,040 4,646 5,694 6,001 6,961 7,097
-------- -------- -------- -------- -------- -------- -------- --------
Operating income................... 369 389 516 555 253 1,118 1,421 2,362
Other income (expense)............. 39 (58) (41) 48 68 (5) 309 306
-------- -------- -------- -------- -------- -------- -------- --------
Income before income taxes......... 408 331 475 603 321 1,113 1,730 2,668
Income taxes....................... 12 -- -- -- (50) 445 653 984
-------- -------- -------- -------- -------- -------- -------- --------
Net income......................... $ 396 $ 331 $ 475 $ 603 $ 371 $ 668 $ 1,077 $ 1,684
-------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- --------

QUARTERS ENDED
-------------------------------------------------------------------------------------
DEC. 31, MAR. 31, JUNE 30, SEP. 30, DEC. 31, MAR. 31, JUNE 30, SEP. 30,
1994 1995 1995 1995 1995 1996 1996 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues........................... 100% 100% 100% 100% 100% 100% 100% 100%
Cost of services................... 61 62 61 61 61 60 60 59
-------- -------- -------- -------- -------- -------- -------- --------
Gross profit..................... 39 38 39 39 39 40 40 41
Costs and expenses:
Selling.......................... 5 5 5 5 5 5 4 4
Recruiting....................... 4 5 5 5 3 4 4 4
General and administrative....... 26 24 25 25 29 25 25 23
-------- -------- -------- -------- -------- -------- -------- --------
Total costs and expenses....... 35 34 35 35 37 34 33 31
-------- -------- -------- -------- -------- -------- -------- --------
Operating income................... 4 4 4 4 2 6 7 10
Other income (expense)............. 1 (1) * 1 * * 1 1
-------- -------- -------- -------- -------- -------- -------- --------
Income before income taxes......... 5 3 4 5 2 6 8 11
Income taxes....................... * -- -- -- * 2 3 4
-------- -------- -------- -------- -------- -------- -------- --------
Net income......................... 5% 3% 4% 5% 2% 4% 5% 7%
-------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- --------
</TABLE>

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

* Less than one percent.

The Company has achieved revenue growth in each of its last eight quarters.
Variations in the Company's revenues and operating results occur from time to
time as a result of a number of factors, such as the significance of client
engagements commenced and completed during a quarter, the number of business
days in a quarter, timing of branch and service line expansion activities, the
timing of corporate expenditures and employee hiring and utilization rates. For
example, operating income decreased to $0.3 million for the quarter ended
December 31, 1995 from $0.6 million in the prior quarter. This decrease was
principally a result of the commencement of $1.1 million in infrastructure
expenditures. Despite the significant number of holidays in the fourth quarter,
the Company's results are largely unaffected because its compensation plans have
been designed to reward participants based on the achievement of their annual
profit goals.

17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Prior to its initial public offering in May 1996, the Company's primary
source of liquidity had been operating cash flow, periodically supplemented by
borrowings under the Company's revolving credit and term facilities with a
commercial bank. The Company has a Loan Agreement for up to $5.0 million of
unsecured credit with interest, at the Company's option, at LIBOR plus 1.5% or
the lender's prime rate. There were no borrowings under this Loan Agreement as
of December 12, 1996. The Company's Loan Agreement expires on April 30, 1997.

On May 8, 1996, the Company completed an initial public offering of its
Common Stock which resulted in net proceeds to the Company of $37.8 million. A
portion of the proceeds from the offering were used to retire the Company's term
facilities. On August 22, 1996, the Company completed a follow-on public
offering of its Common Stock resulting in net proceeds to the Company of
approximately $27.8 million, after deducting estimated offering expenses.

The Company anticipates the net proceeds of its two public offerings,
together with existing sources of liquidity and funds generated from operations,
will provide adequate cash to fund its anticipated cash needs at least through
the next twelve months.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation, was issued in October 1995. The Company will be
required to adopt the new standard no later than fiscal 1996, although early
adoption is permitted. This standard establishes the fair value based method
(the "FAS 123 Method") rather than the intrinsic value based method as the
preferred accounting methodology for stock-based compensation arrangements.
Entities are allowed to: (i) continue to use the intrinsic value based
methodology in their basic financial statements and provide in the footnotes pro
forma net income and earnings per share information as if the FAS 123 Method had
been adopted; or (ii) adopt the FAS 123 Method. Adoption of the FAS 123 Method
would result in higher compensation cost for the Company.

18
<PAGE>
BUSINESS

SUMMARY

Whittman-Hart is an information technology ("IT") services company that
provides strategic IT business solutions designed to improve its clients'
productivity and competitive position. The Company offers its clients a single
source for a comprehensive range of services required to successfully design,
develop and implement integrated computer systems projects in the client/server,
open systems, midrange and mainframe computing environments. Among the services
offered by the Company are systems integration, strategic IT planning, software
development, packaged software implementation (such as SAP's R/3 client/ server
application software), business process reengineering, organizational change
management, networking and connectivity, conventional and multimedia
documentation and training, design and implementation of workgroup solutions
(such as Lotus Notes) and design and implementation of electronic commerce
solutions (such as intranet/Internet and electronic data interchange). The
Company believes this breadth of services fosters long-term client
relationships, affords cross-selling opportunities and minimizes the Company's
dependence on any single technology.

Whittman-Hart's marketing efforts focus on middle market companies ranging
from $50 million to $500 million in annual revenues and divisions of Fortune
1000 companies. Whittman-Hart serves clients in a broad range of industries,
including communications, consumer products, distribution, diversified services,
financial services, insurance, manufacturing, pharmaceuticals, professional
services, retail and technology. The Company employs consultants with business
experience in these areas to enhance its ability to understand industry-specific
business issues and develop unbiased IT solutions to address these issues. The
number of clients billed by the Company in a given year has grown from 338 in
1993 to 492 in 1995. Many of these clients have maintained ongoing relationships
with Whittman-Hart over multiple years, spanning a variety of projects and
services. The Company believes that it has established significant ongoing
relationships with many of its clients.

The demand for IT consulting services has increased rapidly in recent years.
Whittman-Hart has competed successfully in this environment, experiencing a
compound annual revenue growth rate of 46% over the past three fiscal years. For
fiscal year 1995, Whittman-Hart's revenues were $49.8 million, an increase of
69% from $29.5 million in fiscal year 1994. For the nine months ended September
30, 1996, the Company's revenues were $62.2 million, an increase of 80% from
$34.6 million in the corresponding 1995 period. From September 30, 1995 to
September 30, 1996, the number of consultants increased 72% from 476 to 819.

Whittman-Hart sells and delivers its services through a network of six
branch offices located in Chicago, Indianapolis, Milwaukee, Denver, Cincinnati
and Dallas. Based on its experience operating the existing branches, the Company
has developed a branch expansion model. The Company intends to leverage this
model through its national branch expansion strategy. The Company opened a
Dallas branch in January 1996, and a Cleveland branch is scheduled to open in
late 1996 or early 1997. Expansion plans for 1997 include a Columbus branch,
scheduled to open in early 1997, and an Atlanta branch, scheduled to open in
mid-1997. In support of its growth strategy, Whittman-Hart has made significant
investments in its business and systems infrastructure, recruiting organization,
training methodologies and marketing programs, all of which the Company believes
will be necessary to support a significantly larger organization.

INDUSTRY BACKGROUND

Many businesses today are facing intense competition, accelerating
technological change, personnel downsizing and widespread business process
reengineering. Increasingly, these companies are turning to IT solutions to
address these issues and to compete more effectively. As a result, the ability
of an organization to integrate and deploy new information technologies has
become critical.

Although many companies have recognized the importance of IT systems and
products to compete in this business climate, the process of designing,
developing and implementing IT solutions has become increasingly complex.
Companies are continuing to migrate away from centralized mainframes running
proprietary software toward decentralized, scalable architectures based on
personal computers, client/server

19
<PAGE>
architectures, local and wide area networks, shared databases and packaged
application software. These advances have greatly enhanced the ability of
companies to benefit from the application of IT. Consequently, the number of
companies desiring to use IT in new ways and the number of end users within
these organizations are rising rapidly.

As a result of the variety and complexity of these new technologies, IT
managers must integrate and manage "open systems" and "distributed computing
environments" consisting of multiple computing platforms, operating systems,
databases and networking protocols, and must implement off-the-shelf software
applications to support business objectives. Companies must also continually
keep pace with new developments, which often render existing equipment and
internal skills obsolete. At the same time, external economic factors have
forced organizations to focus on core competencies and trim workforces in the IT
management area. Accordingly, these organizations often lack the quantity or
variety of IT skills necessary to design and develop IT solutions. IT managers
are charged with developing and supporting increasingly complex IT systems and
applications of significant strategic value while working under budgetary,
personnel and expertise constraints within their own organizations.

Due to the foregoing factors, demand for IT services has grown
significantly. According to industry sources, the worldwide market for IT
services was estimated at $185 billion in 1995, with a projected market of $292
billion for 2000. The domestic IT services market is projected to grow from $75
billion in 1995 to $130 billion in 2000. Currently, substantially all of the
Company's revenues are derived from IT consulting and planning services and IT
implementation and integration services, two segments within the overall IT
services industry. It is estimated that the domestic market for IT consulting
and planning services will nearly double from roughly $9 billion in 1995 to more
than $18 billion in 2000. The worldwide market for IT consulting and planning
services is estimated to have been $20 billion in 1995, with a forecast of $38
billion by 2000. Domestic IT implementation and integration services revenues
are estimated to have been $20 billion in 1995, with a forecast of $35 billion
by 2000. The worldwide market for IT implementation and integration services is
estimated to have been $49 billion in 1995, with a forecast of $81 billion by
2000.

The Company believes the demand for IT services is particularly strong among
middle market companies, which typically lack the time and technical resources
to satisfy all of their IT needs internally. These companies must often rely on
IT service providers to help implement and manage their systems. However, many
middle market companies must rely on multiple providers for their IT needs.
Generally, larger IT service providers do not target these companies and smaller
IT service providers often lack sufficient breadth of services or industry
knowledge to satisfy these companies' needs. The Company believes this reliance
on multiple service providers creates multiple relationships which are more
difficult and less cost-effective to manage and can adversely impact the quality
and compatibility of IT solutions. Further, many smaller IT service providers
have a financial incentive to recommend a particular hardware and software
provider, which may not be optimal or best of breed for the client's IT problem.

THE WHITTMAN-HART SOLUTION

The Whittman-Hart solution is designed to enable middle market companies and
divisions of Fortune 1000 companies to use IT as a more effective business tool.
The following are key attributes of the Whittman-Hart solution:

SOLVE CRITICAL BUSINESS PROBLEMS. The Company focuses on providing IT
solutions that address strategic business issues, such as increasing
productivity, reducing costs, improving customer service and using data more
effectively. To maintain this focus, Whittman-Hart employs senior consultants
and other professionals who have relevant experience in specific industries,
including communications, consumer products, distribution, diversified services,
financial services, insurance, manufacturing, pharmaceuticals, professional
services, retail and technology. In addition to this industry focus, the
Company's professionals provide a high level of technical competency. To this
end, Whittman-Hart has developed systems, methodologies and an environment to
attract, develop, motivate and retain professionals with the highest levels of
technical skills.

PROVIDE WIDE RANGE OF IT SERVICES. Because many of its clients have
multiple IT needs, the Company provides a wide range of IT services that are
organized under nine individual business units, with each

20
<PAGE>
business unit addressing a specific area of IT and specific IT problems. This
structure enables the Company to be a single source provider of IT services
while maintaining advanced skill sets offered by each business unit. In response
to the rapidly changing nature of IT, the Company regularly evaluates emerging
technologies and their potential benefit as new services to clients. Based on
these evaluations, the Company may develop additional business units or expand
the service lines of existing business units to enhance the Company's ability to
support its clients' ongoing IT requirements.

OFFER LOCAL PRESENCE. By delivering its services to clients through a
geographically dispersed branch network, the Company demonstrates its commitment
to each local market and enhances its ability to attract skilled, locally-based
consultants. This branch network also increases efficiencies to clients by
enhancing responsiveness and minimizing travel expense. Furthermore,
Whittman-Hart believes that local branch offices establish greater name
recognition for the Company and increase referrals for its services within the
potential client base in that locale. As a result, the Company believes it has a
competitive advantage when competing against firms that do not maintain a local
presence.

IMPLEMENT UNBIASED SOLUTIONS. To ensure its clients receive the optimal IT
solution for their business needs, the Company implements solutions that are
unbiased as to specific hardware or software providers. The Company offers an
objective viewpoint and assessment of the advantages and disadvantages of each
particular IT solution, including packaged software applications, platforms and
operating systems. Consistent with this approach, the Company avoids the bias of
generating significant revenue from promoting third-party products. By offering
its services independently, Whittman-Hart is able to take a flexible approach to
its clients' business problems and provide them with a best of breed IT
solution.

GROWTH STRATEGY

The Company's goal is to become its clients' preferred and single source
provider of a wide range of IT services. The Company's strategy to achieve this
goal includes the following elements:

EXPAND GEOGRAPHIC PRESENCE. Whittman-Hart plans to expand by opening
additional branches in targeted geographic locations. The Company uses an
evaluation methodology to identify cities that possess the characteristics
needed to support a successful branch operation. The Company believes at least
25 domestic cities satisfy its branch expansion criteria. The Company opened a
Dallas branch in January 1996, and a Cleveland branch is scheduled to open in
late 1996 or early 1997. Expansion plans for 1997 include a Columbus branch,
scheduled to open in early 1997, and an Atlanta branch, scheduled to open in
mid-1997. In addition, the Company began evaluating selected international
markets during 1996.

BROADEN SERVICE LINES. Whittman-Hart believes that it can increase its
revenues from existing clients and attract new clients by expanding its range of
IT services. To advance this strategy, the Company maintains a Technology Review
Board that is responsible for identifying, evaluating and recommending new IT
service opportunities. Recent additions to the service line have focused on
value-added services, including intranet services within the Electronic Commerce
business unit and year 2000 services within the IT services business unit (both
added in 1996) and other services within the Company's Workgroup Technologies
and SAP Center of Expertise business units (both added in 1995). The Company
plans to add new business units and expand the service offerings within its
existing business units in order to offer clients access to a more comprehensive
range of services.

LEVERAGE EXISTING CLIENT BASE. Whittman-Hart believes it can sustain growth
in its existing branches by continuing to establish and maintain long-term
client relationships. The access and goodwill offered by these relationships
provide the Company with significant advantages over its competitors in
marketing additional services and solutions to such clients. The Company also
believes its long-term client relationships and ability to address its clients'
needs throughout the life cycle of their IT systems distinguish the Company from
many of its competitors and provide the opportunity to become a preferred
provider of IT solutions for a broad range of its existing and new clients.

PURSUE STRATEGIC ACQUISITIONS AND AGREEMENTS WITH BUSINESS PARTNERS. Given
the highly fragmented nature of the IT services marketplace, the Company
believes significant acquisition opportunities exist. On an ongoing basis
Whittman-Hart evaluates potential acquisition candidates to expand its branch
office

21
<PAGE>
network, increase its technical expertise or provide other competitive
advantages. In addition, Whittman-Hart may seek to form strategic relationships
with business partners to share technical and industry knowledge and pursue
joint marketing opportunities. The Company has established business partner
relationships with SAP America, Inc., International Business Machines
Corporation, Lotus Corporation, Microsoft Corporation, Novell, Inc, Oracle
Corporation and Sybase, Inc. These relationships typically allow the Company to
gain access to training, product support and the technology developed by these
partners. The training programs often enable Company employees to become
certified in a given technology. Establishing these relationships allows the
Company to use the business partner's name and the "business partner"
designation in marketing the Company's services. These relationships also
facilitate the Company's pursuit of marketing opportunities with the business
partners.

The business partner relationships do not require the Company to use
technology developed by the business partners in implementing IT solutions for
clients. Nonetheless, the Company may be retained by a client based in part upon
one or more of the Company's business partner relationships. Although the
Company is not obligated to resell products offered by the business partners, in
the event it does so, it is generally entitled to purchase discounts on products
purchased for resale. It is the Company's current practice to pass any such
discounts on to the clients to whom the business partner products are resold.

OPERATIONAL INVESTMENTS

Over the past several years, the Company has invested in the development of
systems, methodologies, training programs and infrastructure. The Company
believes that it is positioned to leverage these investments into a larger
organization. Whittman-Hart is pursuing its strategy to become a leading single
source provider of IT services through a diverse national branch network by
utilizing the following operational investments:

GEOGRAPHIC EXPANSION MODULE. Under Whittman-Hart's branch expansion
methodology and related database, the Company evaluates and prioritizes
geographic markets based on, among other things, the estimated number of
potential clients and the overall business environment. This methodology also
identifies the appropriate mix of service offerings in such markets. The
implementation phase of the expansion module is managed by a field task force, a
team of professionals representing each of the major functions of a branch
office who relocate to the new site before and during the branch opening in
order to efficiently replicate the Company's branch model and assure ongoing
compliance with the Company's policies, procedures and performance standards.
This methodology includes an automated tracking system that enables the Company
to monitor project status and control project expenses.

RECRUITING MODULE. In order to address the strong demand for qualified
consultants in the IT services industry, the Company has developed a recruiting
system and database that facilitates the rapid identification of skill-specific
employee candidates and the efficient processing of a large number of
applicants. This system resulted in a reduction in recruiting expenses from
approximately $7,100 per hire in 1993 to approximately $6,500 per hire in 1995.
During this period, the number of recruiting personnel increased from four to
fifteen.

PROPRIETARY TRAINING MODULE. Whittman-Hart has invested in a training
curriculum and methodology known as the Whittman-Hart Institute for Strategic
Education ("WHISE"). The Company employs a "virtual" university approach to its
training by using conventional university teaching methods while taking
advantage of multimedia and computer-based training and tools, as well as
self-study programs. The Company believes the WHISE curriculum and methodology
enable it to train employees efficiently and effectively.

INFORMATION SYSTEMS. In order to enhance the efficiency of its business
operations, Whittman-Hart has invested in the Whittman-Hart Information Network,
a Lotus Notes-based collection of integrated applications, including an
executive information system, a prospect database, a proposal tracking and
development system, e-mail and a wide-area network linking the Company's
employees through remote access. Substantially all of the development expenses
for these information systems have been incurred.

22
<PAGE>
INTEGRATED MARKETING CAMPAIGN. The Company has designed and produced an
integrated marketing campaign, including a series of radio, print and direct
mail advertisements, collateral materials and the Company's Internet site
(http://www.whittman-hart.com). The campaign is designed to strengthen the
Whittman-Hart brand name and generate new clients and employee candidates.
Substantially all of the development expenses have been incurred for this
marketing program, which can be deployed on a market-by-market basis as new
branches are opened.

SERVICES

Whittman-Hart offers its clients a single source for a comprehensive range
of IT services required to successfully design, develop and implement integrated
IT solutions in diverse computing environments. These services are delivered
through the Company's nine business units, which consist of Business Consulting,
IT Architecture, IT Services, IT Engineering, SAP Center of Expertise,
Electronic Commerce, Workgroup Technologies, Documentation and Training and
Integrated Services. In addition, through its Technology Review Board the
Company regularly evaluates emerging IT services and new software products and,
based on its findings, may add new business units or expand the service lines or
skill sets of existing business units.

The Company believes that successful implementation of a major systems
project requires a wide range of skills and a comprehensive methodology for
delivering these skills in an efficient and effective manner. Accordingly, the
Company employs senior consultants who possess industry-specific knowledge and a
broad range of technical expertise. In addition, the Company has developed a
methodology for delivering these skills, which includes in-depth consultation
with the client and development of a well-defined blueprint and specific
timetable for the project. To coordinate these skills, the Company's Primary
Relationship Manager ("PRM") acts as an advisor and liaison between the client
and the members of each of the Company's business units involved in the project.

23
<PAGE>
Set forth below is a list of the services and skills provided by each business
unit:

SKILLS
- Client/server, systems and network management, end-user tools,
legacy environments, 3rd and 4th GL, CASE, object oriented
technology and intranet/Internet
</TABLE>

24
<PAGE>

<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------
BUSINESS UNIT DESCRIPTION OF SERVICES & SKILLS
- ----------------------------------------------------------------------------------------
IT SERVICES SERVICES
- Custom software design, development and enhancements
- Packaged software interfaces, conversions and enhancements
- System implementations, conversions, interfaces and integration
- System reengineering
- Year 2000
- MIS management
- Data warehousing, OLAP, data management, data modeling and
database administration
- Legacy data and application migration
- Technology education and training
- Multimedia planning, design and implementation
SKILLS
- Development languages, tools and environments: C/C++, Visual
Basic, Powerbuilder, Gupta, Delphi, Access, FoxPro, Cobol, RPG,
Oracle Developer/2000, SSA AS/SET, JBA Guidelines, JD Edwards
World Vision, SYNON, Obsydian, SmallTalk, Progress, Dynasty and
Antares
- Databases: Oracle, Sybase, Informix, DB2, DB2/400, Ingres, SQL
Server, Redbrick and ESSBASE
- Data modeling tools: S-Designor, Bachman, Silverrun, System
Architect, IEF, ERwin and ADW
- EIS tools: Cognos Powerplay, Oracle Express, Pilot Lightship,
Microstrategy, Information Advantage, Forest and Trees and
Showcase
- Multimedia: Authorware, Toolbook, Director, Photoshop,
Illustrator, Freehand, StrataVision Pro, RAD, Media 100, Digi
Design Protools, Visual Basic and C++
IT ENGINEERING SERVICES
- Communications and connectivity planning, design and
implementation
- Systems and network management
- Networking: LANs and WANs
- Cooperative processing and communications programming
- Site planning and implementation
- Performance tuning and capacity planning
- Disaster recovery planning and testing
SKILLS
- Operating systems: UNIX, Windows NT, OS/400, MVS, Windows 95,
Macintosh, DOS, Novell Netware, OS/2 LAN Server and NT Server
- Network management: Bay, Cisco, Netview, SunNet Manager,
SystemView and OpenView
- Middleware: Tuxedo, MQ Series, ODBC, APPC, CI and Sockets
- Protocols: TCP/IP, IPX/SPX, APPN/SNA, OSI and Net BIOS
- Languages: C/C++, CL, BAL, RPG and COBOL
</TABLE>

25
<PAGE>

<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------
BUSINESS UNIT DESCRIPTION OF SERVICES & SKILLS
- ----------------------------------------------------------------------------------------
SAP CENTER OF SERVICES
EXPERTISE - Business process reengineering/improvement
- Project planning, definition and management
- Rapid and focused SAP implementations
SKILLS
- Application configuration and prototyping: Financial Accounting,
Controlling, Sales and Distribution, Materials Management and
Production Planning
- BASIS: ABAP/4, SAPscript, ALE, CATT, security, database and OS
integration
ELECTRONIC
COMMERCE SERVICES
- Intranet/Internet and World Wide Web ("WWW") planning, design and
implementation
- Electronic data interchange ("EDI") planning, design and
implementation
- Automated data capture planning, design and implementation
SKILLS
- WWW: Netscape Navigator, Netscape Servers, Live3D, Java, HTTP and
HTML
- EDI: Premenos, Gentran, ExTol, St. Paul Software and Supply Tech
WORKGROUP SERVICES
TECHNOLOGIES - Workgroup application planning, design and implementation
- Workflow improvement
- Information management and knowledge processing
- Collaborative computing
SKILLS
- Lotus Notes and InterNotes
- Groupware products: Microsoft Exchange, DEC Teamlinks, Netscape
Collabra Share, Novell Groupwise and XcelleNet
DOCUMENTATION & SERVICES
TRAINING - User and technical documentation and training
- Employee productivity improvement and knowledge transfer support
- Systems development and implementation support
- Document management
SKILLS
- Documentation development: MS Word, WordPerfect, Lotus Ami Pro,
Lotus WordPro, Ventura Publisher, FrameMaker, Aldus PageMaker and
Quark Xpress
- On-line: Doc-to-Help, RoboHelp, ForeHelp, Master Help, AS/400 UIM,
OS/2 IPF, Help Desk Kit, HTML and SGML
- Graphics: ABC Flowcharter, all Clear, MetaDesign and EasyFlow
</TABLE>

26
<PAGE>

27
<PAGE>
CLIENTS AND REPRESENTATIVE SOLUTIONS

Whittman-Hart's clients consist primarily of middle market companies ranging
from $50 million to $500 million in annual revenues and divisions of Fortune
1000 companies. The number of clients billed by the Company in a given year has
grown from 338 in 1993 to 492 in 1995. Many of these clients have maintained
ongoing relationships with Whittman-Hart over many years, spanning multiple
projects and services. The Company believes that it has established significant
ongoing relationships with many of its clients.

Whittman-Hart's ten most significant clients accounted for approximately 33%
and 31% of its revenues during 1995 and the first nine months of 1996,
respectively. With the exception of Novus Services, Inc. which accounted for
approximately 10% of the Company's revenues in 1995, no one client represented
more than 10% of Whittman-Hart's firm-wide revenues. Annual revenues from each
of the Company's ten largest clients in 1995 ranged from approximately $1.0
million to $5.0 million. Whittman-Hart has served clients in a broad range of
industries, including the following:

<TABLE>
<S> <C> <C>
COMMUNICATIONS CONSUMER PRODUCTS DISTRIBUTION
- ---------------------------------------- ---------------------------------------- ----------------------------------------
Advantis Helene Curtis Inc. Amway Corporation
Ameritech Custom Business Kraft General Foods, Inc. Boise Cascade Office Products Corp.
NBC Television Stations Division NutraSweet Company The HAVI Group L.P.
Western Publishing Company, Inc. Sutter Home Winery, Inc. Robert Bosch Corporation

DIVERSIFIED SERVICES FINANCIAL SERVICES INSURANCE
- ---------------------------------------- ---------------------------------------- ----------------------------------------
Amoco Corporation American National Bank and Trust Company AMA Insurance Agency, Inc.
Budget Rent A Car Corporation of Chicago Blue Cross/Blue Shield of Illinois
Steamboat Ski & Resort Corporation Banc One Services Corporation Continental Casualty Company (CNA)
WMX Technologies and Services, Inc. First National Bank of Chicago State Farm Mutual Automobile Insurance
Novus Services, Inc. Company
Zurich-Kemper Investments

MANUFACTURING PHARMACEUTICALS PROFESSIONAL SERVICES
- ---------------------------------------- ---------------------------------------- ----------------------------------------
Caterpillar Inc. Abbott Laboratories Manpower International Inc.
Dana Corporation Bristol-Myers Squibb Company Sidley & Austin
FMC Corporation Eli Lilly and Company Winston & Strawn
General Binding Corporation
Reynolds Metals Company
Union Carbide Corporation
</TABLE>

<TABLE>
<S> <C>
RETAIL TECHNOLOGY
- ---------------------------------------------- ----------------------------------------------
Circuit City Stores, Inc. Molex Inc.
Pleasant Company Pentax Technologies Corp.
Walgreen Co. PLATINUM technology, inc.
</TABLE>

Examples of Whittman-Hart's major engagements include the following:

ENTERPRISE-WIDE IMPLEMENTATION OF SAP'S R/3 SOFTWARE FOR COMPUTER
PERIPHERALS DISTRIBUTOR. An international distributor of peripheral computer
equipment determined that its existing IT systems did not meet functional
requirements and could not support the Company's growth strategy. Whittman-Hart
was engaged to work with management to rapidly develop and implement a new
system based on SAP's R/3 software product and an Oracle database operating on
an HP UNIX platform with a Banyan Vines Network. Timing was critical since the
IT solution had to support new product lines scheduled for introduction.
Although SAP implementations generally require 7 to 24 months to complete,
Whittman-Hart was retained to deliver the enterprisewide solution in only 90
days. Whittman-Hart used its rapid implementation methodology, and its
consultants' business experience, to work with management to define business
requirements, to identify the

28
<PAGE>
SAP modules to implement and to help reengineer the client's business processes.
In 45 days, Whittman-Hart delivered fully configured prototypes of the client's
key financial, distribution and management modules. During the remaining 45
days, Whittman-Hart worked with the client's MIS department in executing data
conversion, integration testing and end-user training to maximize productivity
and user acceptance of the system. As a result, Whittman-Hart helped the client
implement a flexible, scalable and integrated solution on time and on budget.

INTEGRATION OF INFORMATION TECHNOLOGIES FOR INTERNATIONAL OFFICE PRODUCTS
DISTRIBUTOR. An international direct mail and office products distributor
retained Whittman-Hart for several strategic technology projects. Consultants
from Whittman-Hart's Business Consulting, IT Architecture, IT Engineering, and
Electronic Commerce business units were deployed to implement new order entry,
inventory control and product shipping software. Concurrently, Whittman-Hart's
IT architects guided the re-design and migration of the client's IT systems from
a mainframe environment to a midrange, distributed network environment. The
implemented software provided integrated management of inventory within the
client's national network of warehouses and improved customer service and order
fill rates. Whittman-Hart Electronic Commerce consultants designed and
implemented an EDI system to integrate vendors with the client's inventory
management system. The Company's IT engineers designed and implemented the
AS/400 and LAN communications systems and enhanced the order entry system to use
CD-ROM technology to enable customers to directly order products from their
desktops. Whittman-Hart's Electronic Commerce consultants currently are
converting the client's CD-based catalogue into an Internet version based on
World Wide Web technology.

DEVELOPMENT OF LOTUS NOTES-BASED SALES SUPPORT APPLICATION FOR SERVICES
PROVIDER. A major services provider engaged Whittman-Hart to develop a
comprehensive sales and marketing support application using Lotus Notes to
streamline its sales process and enhance sales and customer service.
Whittman-Hart's Workgroup consultants, with guidance and support from its IT
Architecture consultants, designed the application and managed the project.
Whittman-Hart's IT Services consultants performed front-end and back-end
database application development in Visual Basic and data migrations between
Oracle and Lotus Notes databases. Whittman-Hart's Documentation and Training
consultants developed and implemented a program to train more than 400 users
located in a five-state region on the new application in a seven-month period.
The new application retrieves data from several legacy systems (primarily
mainframes), centralizes the collection and distribution of account information,
allows for remote access by system users, fosters communication between sales
teams and departments and facilitates better account management.

SALES AND MARKETING

Whittman-Hart markets and provides its services directly through its branch
offices and client support centers. In addition, Whittman-Hart has developed and
tested an advertising campaign in its branch markets. The campaign includes
print, direct mail and radio advertising, combined with local seminars, trade
shows, public relations and collateral materials.

Sources of new client relationships include referrals, telemarketing and
Whittman-Hart's integrated marketing campaign. The Company's sales organization
is supported by its prospect database, which includes the names of companies and
decision makers in each targeted geographic market. This proprietary Lotus
Notes-based information system, a component of the Whittman-Hart Information
Network, also allows Whittman-Hart employees to access the Company's skills
database and project portfolio.

Whittman-Hart account executives establish contact with targeted prospects
to create awareness, understanding and preference for the Company. Account
executives also identify general client needs and introduce the appropriate IT
consultant or team of IT consultants led by a PRM to help develop the initial
proposal. The PRM, typically a senior level manager, is assigned to the account
to establish a long-term relationship. The PRM serves as the client's primary
source of IT advice and overall coordinator of Whittman-Hart's multiple service
offerings to the client.

29
<PAGE>
In addition to its branch locations, the Company maintains several client
support centers. These centers consist of small offices, usually located in
smaller or more remote markets, which the Company maintains to support the needs
of an existing client or clients near that location.

HUMAN RESOURCES

The Company's success depends in large part upon its ability to attract,
develop, motivate and retain highly skilled technical employees. Qualified
technical employees are in great demand and are likely to remain a limited
resource for the foreseeable future. Whittman-Hart dedicates significant
resources to recruiting consultants with both IT consulting and industry
experience. Many consultants are selected from among the largest and most
successful IT, accounting and other professional services organizations. Each
candidate is screened through detailed interviews by Whittman-Hart's recruiting
personnel, technical interviews by consultants and an appraisal by
Whittman-Hart's managers. As of November 30, 1996, the Company employed
approximately 1,008 employees, of whom approximately 851 were consultants.

Whittman-Hart has implemented a number of distinctive human resources
programs. For example, the Company's performance-based incentive compensation
program provides guidelines for career development, encourages development of
skills, provides a tool to manage the employee development process and
establishes compensation guidelines. Whittman-Hart has also developed its WHISE
training module to guide consultants through a progression of skill and
competency development programs. As part of this module, the Company reimburses
employees for education and training, provides computer-based training curricula
and provides access to the Company's Technology Center where employees can gain
hands-on experience with a diverse array of computing environments. In addition,
Whittman-Hart has developed a centralized new employee orientation program that
features multimedia presentations and a computer-based training program. See
"Business -- Operational Investments -- Proprietary Training Module."

None of the Company's employees are subject to a collective bargaining
arrangement. Whittman-Hart has entered into employment agreements, which
(without substantial penalty) are terminable upon two weeks notice, with
virtually all of its sales, recruiting and technical personnel containing
noncompetition, nondisclosure and nonsolicitation covenants. Although most
consultants are Company employees, the Company does engage consultants as
independent contractors from time to time.

COMPETITION

The market for IT services includes a large number of competitors, is
subject to rapid change and is highly competitive. Primary competitors include
participants from a variety of market segments, including "Big Six" accounting
firms, systems consulting and implementation firms, application software firms,
service groups of computer equipment companies, facilities management companies,
general management consulting firms and programming companies. Many of these
competitors have significantly greater financial, technical and marketing
resources and greater name recognition than the Company. In addition, the
Company competes with its clients' internal resources, particularly where these
resources represent a fixed cost to the client. Such competition may impose
additional pricing pressures on the Company. See "Risk Factors -- Competition."

The Company believes that the principal competitive factors in the IT
services market include breadth of services offered, technical expertise,
knowledge and experience in the industry, price, perceived value, quality of
service and responsiveness to client needs and speed in delivering IT solutions.

INTELLECTUAL PROPERTY RIGHTS

Whittman-Hart's success has resulted, in part, from its methodologies and
other proprietary intellectual property rights. The Company relies upon a
combination of nondisclosure and other contractual arrangements and trade
secret, copyright and trademark laws to protect its proprietary rights and the
proprietary rights of third parties from whom the Company licenses intellectual
property. The Company enters into confidentiality agreements with its employees
and limits distribution of proprietary information. There can

30
<PAGE>
be no assurance that the steps taken by the Company in this regard will be
adequate to deter misappropriation of proprietary information or that the
Company will be able to detect unauthorized use and take appropriate steps to
enforce its intellectual property rights. See "Risk Factors -- Intellectual
Property Rights."

Software developed by Whittman-Hart in connection with a client engagement
is typically assigned to the client. In limited situations, the Company may
retain ownership, or obtain a license from its client, which permits
Whittman-Hart or a third party to market the software for the joint benefit of
the client and Whittman-Hart or for the sole benefit of Whittman-Hart.

"Whittman-Hart-Registered Trademark-," "Making Information Technology
Work-Registered Trademark-" and "We Are It-Registered Trademark-" are registered
service marks of Whittman-Hart. The Company holds no patents or registered
copyrights, and has no present intention of making any copyright or patent
applications.

PROPERTY

Whittman-Hart's principal executive offices are located at 311 South Wacker
Drive, Chicago, Illinois. The Company's lease on these premises covers
approximately 50,000 square feet and expires October 31, 2004. The Company also
leases facilities in Indianapolis, Milwaukee, Denver, Cincinnati, Peoria, Ft.
Wayne and Dallas. See Note 5 of Notes to Financial Statements. Whittman-Hart
anticipates that additional space will be required as its business expands and
believes that it will be able to obtain suitable space as needed.

LEGAL PROCEEDINGS

Whittman-Hart is not involved in any material legal proceedings.

31
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company and their respective
ages and positions as of November 30, 1996, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Robert F. Bernard.................................... 35 Chairman of the Board, President and Chief Executive
Officer
Edward V. Szofer..................................... 37 Director, Vice President, Chief Operating Officer and
Secretary
Kevin M. Gaskey...................................... 37 Chief Financial Officer and Treasurer
Susan B. Reardon..................................... 40 Director of Human Resources
Glen A. Metelmann.................................... 54 Director of Marketing and Sales
Robert F. Steel (1)(2)............................... 41 Director
Paul D. Carbery (1)(2)............................... 35 Director
Lawrence P. Roches (1)(2)............................ 45 Director
</TABLE>

- ------------------------------
(1) Member of the Audit Committee of the Board of Directors.

(2) Member of the Compensation Committee of the Board of Directors.

ROBERT F. BERNARD, the founder of the Company, has served as a director of
the Company and as Chairman, President and Chief Executive Officer of the
Company since its inception in 1984. He was selected as the KPMG Illinois High
Tech Entrepreneur of the Year in 1992.

EDWARD V. SZOFER has served as a director of the Company since August 1995
and has been Vice President and Chief Operating Officer since January 1994 and
Secretary since May 1996. From 1984 to December 1993, Mr. Szofer held various
management positions with the Company in operations. Mr. Szofer was employed as
a consultant in the Management Information Consulting division of Arthur
Andersen & Co. prior to joining the Company.

KEVIN M. GASKEY has served as the Chief Financial Officer and Treasurer of
the Company since April 1990. Mr. Gaskey, a certified public accountant, joined
the Company with over nine years of financial experience from his prior
positions with KPMG Peat Marwick LLP, Beatrice Companies, Inc. and Baxter
International, Inc.

SUSAN B. REARDON has served as the Company's Director of Human Resources
since February 1990. From June 1987 to January 1990, she established the human
resource function at the Company. Prior to joining the Company, Ms. Reardon
served as Human Resources Manager at TTX Co., a Chicago-based transportation
equipment leasing company.

GLEN A. METELMANN has served as the Company's Director of Marketing and
Sales since March 1990. Prior to 1990 he was Vice President, Director of
Marketing and a member of the Administrative Committee of Lake Shore Bancorp.,
Inc. Mr. Metelmann had previously been employed in the sales organizations of
Unisys Corporation and Xerox Corp.

ROBERT F. STEEL has served as a director of the Company since August 1995.
He served as Secretary from January 1996 to May 1996. Since 1977, Mr. Steel has
served in various positions with K.A. Steel Chemicals Inc., a chemical
processing firm, most recently as President, Chief Executive Officer and
Director. Mr. Steel also serves as an officer and director of several other
privately held companies.

32
<PAGE>
PAUL D. CARBERY has served as a director of the Company since August 1995.
Mr. Carbery has been a general partner of Frontenac Company, a private equity
investment management partnership, since June 1993 and was an associate of that
firm from September 1989 to June 1993. He also serves as a director of Eagle
River Interactive, Inc. as well as several privately held companies.

LAWRENCE P. ROCHES has served as a director of the Company since August
1995. He has been the Chief Executive Officer and a director of Quantra
Corporation, a provider of investment management systems for securities,
mortgage loans and real estate portfolios since September 1994. From November
1991 to August 1994, he was employed as the Vice President of Marketing of
ShipNet Systems, Inc., an information services company. From October 1985 to May
1991, Mr. Roches was employed as Vice President of Technology and Chief Services
Officer of System Software Associates, Inc., a software company.

The Company's By-Laws and Certificate of Incorporation provide for the
Company's Board of Directors to be comprised of as many directors as are
designated from time to time by the Board of Directors. The Board is currently
comprised of five members. Each director holds office until his successor is
duly elected and qualified, or until his earlier death, resignation or removal.
The Company's Certificate of Incorporation and By-Laws provide that the Board of
Directors be classified into three classes. Messrs. Roches and Steel serve in
the class the term of which expires in 1997; Messrs. Carbery and Szofer serve in
the class the term of which expires in 1998; and Mr. Bernard serves in the class
the term of which expires in 1999. Upon the expiration of the term of each class
of directors, directors comprising such class will be elected for a three-year
term at the next succeeding annual meeting of stockholders.

Two of the Company's current directors, Messrs. Carbery and Steel, were
nominated and elected to the Company's Board of Directors in accordance with a
stockholders agreement as designees of Frontenac and Platinum, respectively. See
"Certain Transactions." There are currently no voting agreements in effect
regarding the election of directors. Executive officers of the Company are
appointed by, and serve at the discretion of, the Board of Directors. There are
no family relationships among any of the executive officers or directors of the
Company.

BOARD COMMITTEES

The Board of Directors established a Compensation Committee and an Audit
Committee in December 1995. The Compensation Committee, consisting of Messrs.
Carbery, Roches and Steel, makes recommendations concerning the salaries and
incentive compensation of employees of the Company. The Audit Committee,
consisting of Messrs. Carbery, Roches and Steel, is responsible for reviewing
the results and scope of audits and other services provided by the Company's
independent auditors and reviewing the Company's internal controls.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to establishing the Compensation Committee, all decisions relating to
executive compensation were made by the Company's Management Committee. Mr.
Bernard, the Company's Chairman, President and Chief Executive Officer, and Mr.
Szofer, the Company's Vice President and Chief Operating Officer, both served as
members of the Company's Management Committee and in such capacity participated
in deliberations concerning executive compensation during 1995.

DIRECTOR COMPENSATION

Except for Mr. Roches, directors do not receive any compensation for their
services, although directors are reimbursed for their reasonable out-of-pocket
expenses incurred in attending meetings. In 1996, Mr. Roches was granted a
nonqualified option to acquire 16,000 shares of Common Stock at an exercise
price of $2.315 per share.

33
<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to the
annual and long-term compensation earned for the fiscal year ended December 31,
1995 for the Company's Chief Executive Officer and the four most highly
compensated executive officers other than the Chief Executive Officer
(collectively, with the Chief Executive Officer, the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE FOR 1995

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS (1)
-------------
ANNUAL COMPENSATION SECURITIES
------------------------------------------ UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OTHER OPTIONS (#) COMPENSATION (2)
<S> <C> <C> <C> <C> <C>
Robert F. Bernard ................... $ 360,000 $ -- $ 103,446(3) -- $ --
Chairman of the Board,
President and Chief Executive
Officer

Edward V. Szofer .................... 199,000 25,000 -- 115,704 500
Vice President and Chief
Operating Officer

Kevin M. Gaskey ..................... 160,500 141,250(4) -- 124,000 500
Chief Financial Officer and
Treasurer

Susan B. Reardon .................... 132,500 27,000 -- 108,000 500
Director of Human Resources

Glen A. Metelmann ................... 135,000 20,400 -- 110,096 500
Director of Marketing and Sales
</TABLE>

- ------------------------------
(1) The Company did not issue any restricted stock or grant any stock
appreciation rights in 1995. None of the Named Executive Officers held any
restricted stock as of December 31, 1995.

(2) Represents matching payments under the Company's 401(k) Plan.

(3) Represents amounts paid as reimbursement for income tax liabilities
incurred as a result of the Company's predecessors' earnings. See "The
Company."

(4) Represents a cash bonus of $41,250 and the issuance of 61,800 shares of
Common Stock on February 15, 1995.

34
<PAGE>
The following table sets forth certain information with respect to the grant
of incentive stock options ("ISOs") and nonqualified stock options ("NQSOs") by
the Company during 1995 to the Named Executive Officers.

OPTION GRANTS IN 1995

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES ANNUAL RATES OF
UNDERLYING % OF TOTAL STOCK PRICE
OPTIONS OPTIONS APPRECIATION FOR
GRANTED (1) GRANTED TO EXERCISE OPTION TERM (4)
-------------------- EMPLOYEES PRICE EXPIRATION ----------------------
NAME ISO NQSO IN YEAR (2) ($/SH) (3) DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Robert F. Bernard................ -- -- --% $ -- $ -- $ --
Edward V. Szofer................. 7,704 108,000 6.4 3.245 12/31/05 236,124 598,386
Kevin M. Gaskey.................. 124,000 6.8 3.245 12/31/05 253,055 641,290
---
Susan B. Reardon................. -- 108,000 5.9 3.245 12/31/05 220,402 558,543
Glen A. Metelmann................ 2,096 108,000 6.0 3.245 12/31/05 224,680 569,383
</TABLE>

- ------------------------
(1) All options were granted on December 31, 1995. The ISOs vest in thirds on
the first three anniversaries of the stock option grant. The NQSOs vest 10%
upon grant and 22.5% on each of the first four anniversaries of the stock
option grant, respectively, except that options to purchase 16,000 shares
granted to Mr. Gaskey vested immediately upon grant.

(2) Based on an aggregate of 1,821,712 options granted in 1995 to employees of
the Company, including the Named Executive Officers.

(3) The exercise price equals the fair market value of Common Stock as
determined by the Board of Directors on that date, based on a valuation
prepared by Broadview Associates. The exercise price is payable in cash or,
subject to certain limitations, by delivery of shares of Common Stock.

(4) The potential realizable value is calculated based on the term of the
option at the time of grant (ten years). Stock price appreciation of 5% and
10% is based on the fair value at the time of grant and assumes that the
option is exercised at the exercise price and sold on the last day of its
term at the appreciated price, pursuant to rules promulgated by the
Securities and Exchange Commission. The potential realizable value does not
represent the Company's prediction of its stock price performance. This
table does not take into account appreciation for the fair value of the
Common Stock from the date of grant to date. There can be no assurance that
the actual stock price appreciation over the ten-year option will be at the
assumed 5% and 10% levels or at any other defined level. If for purposes of
this calculation the fair market value of the Common Stock on the date of
grant was assumed to have equaled the price to the public in the Company's
initial public offering, the potential realizable value of the options
calculated would substantially exceed the potential realizable values shown
in the table.

The following table sets forth certain information with respect to the value
of options held at December 31, 1995 by the Named Executive Officers who held
options during 1995. The Named Executive Officers did not exercise any options
to purchase Common Stock during 1995.

YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1995 AT DECEMBER 31, 1995 (1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Robert F. Bernard......................................... -- -- $ -- $ --
Edward V. Szofer.......................................... 10,800 104,904 0 0
Kevin M. Gaskey........................................... 26,800 97,200 0 0
Susan B. Reardon.......................................... 10,800 97,200 0 0
Glen A. Metelmann......................................... 10,800 99,296 0 0
</TABLE>

- ------------------------------
(1) Until May 3, 1996, the Common Stock was not publicly traded. The Board of
Directors, in connection with grants of stock options from time to time,
determines the fair market value of the Common Stock as of the grant date.
For purposes of calculating the value recognized at year end, the Board of
Directors has used the Broadview Associates determination of fair market
value as of December 31, 1995.

35
<PAGE>
EMPLOYMENT AGREEMENTS

The Company is a party to substantially identical employment contracts with
Messrs. Bernard, Szofer, Gaskey and Metelmann and Ms. Reardon, pursuant to which
each of those individuals serves as an executive of the Company at compensation
levels and terms to be agreed upon between those individuals and the Company.
These agreements provide that upon termination of employment by the Company,
other than for Cause (as defined in the agreements) or retirement, the Company
shall pay the officer an amount equal to twice the executive's annual base
compensation in effect at the time of termination in the case of Messrs. Bernard
and Szofer and one year in the case of Messrs. Gaskey and Metelmann and Ms.
Reardon. The agreements also provide that in the event of a Change in Control
(as defined in the agreements) and the occurrence of certain events, and to the
extent deductible under then applicable tax laws, the Company shall pay such
executives a payment equal to two times the sum of: (i) the executives' most
recent base annual compensation in effect at the date of the Change in Control;
and (ii) the cash value of purchasing on an individual basis insurance
protection (including dependent coverage) that is equal to the coverage then in
effect with respect to the Company's health insurance plan, based upon the cost
of such insurance coverage for a six-month period following the Change in
Control date. Mr. Bernard's employment agreement does not provide for payments
in the event of a Change in Control. Each of these executives is subject to
noncompetition, nonsolicitation and nondisclosure covenants.

STOCK PLANS

EMPLOYEE STOCK PURCHASE PLAN. The Company has reserved an aggregate of
800,000 shares of Common Stock for issuance under the Company's Employee Stock
Purchase Plan (the "Purchase Plan"). Such shares may be authorized but unissued
Common Stock, treasury shares or Common Stock purchased in the open market. The
Purchase Plan is intended to qualify under Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"), and will permit eligible employees of the
Company who have completed five full calendar months of service to purchase
Common Stock through payroll deductions of up to 20% of their total cash
compensation, provided that no employee may purchase more than $20,000 worth of
stock in any calendar year. The Purchase Plan has two six-month offering
periods, beginning on April 1 and September 1 of each year, with the first
offering period commencing on May 3, 1996. The Purchase Price (as defined in the
Purchase Plan) of Common Stock purchased under the Purchase Plan equals 90% of
the market value of the Common Stock (as calculated in the Purchase Plan) on the
first or last day of an offering period, whichever is lower. The Purchase Plan
is administered by the Compensation Committee. The Board is able to amend or
terminate the Purchase Plan at any time. However, the Board may not, without
stockholder approval, modify the Purchase Plan if stockholder approval of the
amendment is required for the Purchase Plan to continue to comply with the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Section 423 of the Code.

ESOP. The Company sponsors an Employee Stock Ownership Plan (the "ESOP"),
covering substantially all employees of the Company. As of December 12, 1996,
the ESOP owned 413,076 shares of Common Stock. The Company does not intend to
make future contributions to the ESOP. See Note 8 of Notes to Financial
Statements.

1995 INCENTIVE STOCK PLAN. The Company has reserved an aggregate of
4,000,000 shares of Common Stock for issuance under the 1995 Incentive Stock
Plan, as amended (the "Incentive Stock Plan"), which may be granted to employees
and officers of the Company. The maximum number of shares that may be subject to
awards granted to any participant in any fiscal year is 176,168 shares. The
Incentive Stock Plan is administered by the Compensation Committee. The
Incentive Stock Plan provides for awards, which may consist of Common Stock,
restricted shares of Common Stock, NQSOs and ISOs to purchase shares of Common
Stock, performance awards and stock appreciation rights ("SARs").

The exercise price for options may be paid: (i) in cash; (ii) by
surrendering shares already owned by the optionee; or (iii) if the Compensation
Committee so determines by instructing a broker to sell enough of the optionee's
exercised shares to deliver to the Company sufficient sales proceeds to pay the
exercise price. The exercise price per share of Common Stock may not be less
than 85% (100% in the case of an ISO) of the mean of the highest and lowest
sales price for the Common Stock last reported on the Nasdaq National

36
<PAGE>
Market on the date the stock option is granted. The base value of an SAR will
equal not less than 85% of the market value of a share of Common Stock on the
grant date. Options and SARs to be granted under the Incentive Stock Plan must
be exercised within fifteen years from the date of grant (ten years in the case
of ISOs) and will generally vest in annual installments as determined by the
Compensation Committee. In the case of any eligible employee who owns or is
deemed to own stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company, the exercise price of any ISOs granted
under the Incentive Stock Plan may not be less than 110% of the fair market
value of the Common Stock on the date of grant and the exercise period may not
exceed five years from the date of grant.

The Board of Directors can terminate or amend the Incentive Stock Plan at
any time, except that no such action generally will be able to adversely affect
any right or obligation regarding any awards previously made under the Incentive
Stock Plan without the consent of the recipient. In addition, no amendment may
be effective without the prior approval of stockholders, if such approval is
required for the Incentive Stock Plan to continue to comply with applicable
regulations of the Securities and Exchange Commission (the "Commission"). In the
event of any changes in the capital structure of the Company, such as a stock
dividend or split-up, the Board of Directors must make equitable adjustments to
outstanding unexercised awards and to the provisions of the Incentive Stock Plan
so that the net value of the award is not changed. If the Company becomes a
party to a merger, reorganization, liquidation or similar transaction, the Board
of Directors may make such arrangements it deems advisable regarding outstanding
awards, such as substituting new awards for outstanding awards, assuming
outstanding awards or terminating or paying for outstanding awards.

At December 12, 1996, ISOs for 101,392 shares and NQSOs for 1,534,576 shares
were outstanding under the Incentive Stock Plan.

37
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of December 12, 1996 by: (i) each person known by
the Company to own beneficially more than 5% of the outstanding shares of Common
Stock; (ii) each of the Company's directors; (iii) each of the Named Executive
Officers; and (iv) all directors and executive officers of the Company as a
group. Unless otherwise indicated in the footnotes to the table set forth below,
each person or entity named below has (a) an address in care of the Company's
principal executive offices, and (b) to the Company's knowledge, sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by such holder.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-----------------------
NUMBER OF
NAME SHARES PERCENT
<S> <C> <C>
Robert F. Bernard..................................................................... 7,680,984 38.2%
Paul D. Carbery (1)................................................................... 123,574 *
Lawrence P. Roches (2)................................................................ 4,000 *
Robert F. Steel (3)................................................................... -- *
Edward V. Szofer (2).................................................................. 457,993 2.3
Kevin M. Gaskey (2)................................................................... 121,149 *
Susan B. Reardon (2).................................................................. 80,743 *
Glen A. Metelmann (2)................................................................. 35,056 *
All executive officers and directors as a group (8 persons) (2)(3).................... 8,503,499 42.0
</TABLE>

- ------------------------------
* Less than 1%.

(1) Mr. Carbery, a director of the Company, is a general partner of Frontenac
Company, which is the general partner of Frontenac VI Limited Partnership.
As such, Mr. Carbery may be deemed to beneficially own the 123,574 shares of
Common Stock beneficially owned by Frontenac VI Limited Partnership. Mr.
Carbery disclaims beneficial ownership of these shares within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934 ("Exchange Act").

(2) Includes shares of Common Stock which can be acquired through the exercise
of options within 60 days of December 12, 1996, as follows: Edward V. Szofer
-- 37,753 shares; Kevin M. Gaskey -- 31,149 shares; Susan B. Reardon --
35,157 shares; Glen A. Metelmann -- 25,056 shares; Lawrence P. Roches --
4,000 shares; and all executive officers and directors as a group -- 133,115
shares.

(3) Mr. Steel, a director of the Company, is a limited partner of Platinum
Venture Partners I, L.P. and Platinum Venture Partners II, L.P. As such, Mr.
Steel may be deemed to beneficially own the 37,564 shares of the Common
Stock beneficially owned by Platinum Venture Partners I, L.P. and the 42,930
shares of the Common Stock beneficially owned by Platinum Venture Partners
II, L.P. Mr. Steel disclaims beneficial ownership of these shares within the
meaning of Rule 13d-3 under the Exchange Act.

38
<PAGE>
CERTAIN TRANSACTIONS

In August 1995, Frontenac purchased 173,832 preferred equity units in LP for
$4.0 million and Platinum purchased 65,187 preferred equity units in LP for $1.5
million. The preferred equity units were converted into a like number of shares
of Redeemable Preferred Stock in connection with the Reorganization, and such
shares were converted into 1,912,148 shares of Common Stock immediately prior to
the consummation of the Company's initial public offering. See "The Company."
Contemporaneously with Frontenac's and Platinum's investment in preferred equity
units, the Company redeemed 260,748 common equity units owned by Mr. Bernard at
a redemption price of $5.75 per unit, or a total of $1.5 million.

Frontenac and Platinum were granted certain registration rights with respect
to the preferred equity units and any securities issuable upon conversion of the
preferred equity units. They were also granted certain other rights, including:
(i) the right to each designate one member to the Company's five person Board of
Directors; (ii) certain class voting rights; (iii) certain preferences upon
liquidation, dissolution or winding up of the Company; (iv) a preferred dividend
accrual of 10% per annum payable upon redemption of the preferred equity units;
and (v) certain rights of first refusal and co-sale rights involving existing
management securities. In addition, Frontenac, Platinum, Limited and each of
Messrs. Bernard and Szofer entered into a Voting Agreement whereby the parties,
other than Limited, agreed to vote in favor of the others' respective designees
to the Board of Directors. The preferential rights, including those enumerated
above, and the Voting Agreement, terminated immediately prior to the
consummation of the Company's initial public offering.

During the time when the Company's business was conducted as a partnership,
various loans were made among Mr. Bernard, Limited and LP, all of which have
been repaid. As of December 31, 1995, loans by the Company to Mr. Bernard
aggregated $326,356 and bore interest at the per annum rate of prime less 2%.
These loans were made to enable Mr. Bernard to make certain payments owed by him
to an affiliate of the Company. Also as of December 31, 1995, loans from Mr.
Bernard to the Company aggregated $317,413 and bore interest at the per annum
rate of 10%. These loans were made for working capital and other general
corporate purposes. Subsequent to December 31, 1995, the loans were offset
against each other and the remaining balance owed by Mr. Bernard to the Company
was paid in full.

In 1995 the Company acquired a 50% ownership interest in Sleep Relief
L.L.C., an Illinois limited liability company ("Sleep Relief"). Sleep Relief
develops and markets sleep laboratory software products and provides consulting,
education and risk assessment services to providers involved in the practice of
sleep medicine as well as organizations seeking to identify sleep disorders in
targeted populations. Recently, Sleep Relief entered into an agreement with
HealthDyne Technologies, Inc. to distribute Sleep Relief's sleep management
software and related documents. In consideration of its ownership interest, the
Company made a nominal capital investment in Sleep Relief and committed to
provide up to $150,000 in technical and administrative support and to match
capital contributions made by other interested parties, provided an appraisal
determines that the value of Sleep Relief will increase by the value of the
Company's contribution. Mr. Bernard serves on Sleep Relief's Management
Committee.

39
<PAGE>
DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company's authorized capital stock consists of 37,000,000 shares of
Common Stock, par value $.001 per share, and 3,000,000 shares of preferred
stock, $.001 par value per share, to be issued from time to time by the Board of
Directors as shares of one or more classes or series ("Blank Check Preferred").
As of December 12, the Company has outstanding 20,117,888 shares of Common
Stock, and no shares of Blank Check Preferred. As of December 12, 1996, there
were 58 holders of record of Common Stock.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share on all
matters voted upon by stockholders, including the election of directors.

Subject to the rights of any then-outstanding shares of preferred stock, the
holders of the Common Stock are entitled to such dividends as may be declared at
the discretion of the Board of Directors out of funds legally available
therefor. See "Dividend Policy." Holders of Common Stock are entitled to share
ratably in the net assets of the Company upon liquidation after payment or
provision for all liabilities and any preferential liquidation rights of any
preferred stock then outstanding. The holders of Common Stock have no preemptive
rights to purchase shares of capital stock of the Company. Shares of Common
Stock are not subject to any redemption provisions and are not convertible into
any other securities of the Company. All outstanding shares of Common Stock are,
and the shares of Common Stock to be issued pursuant to this offering will be,
upon payment therefor, duly authorized, validly issued, fully paid and
non-assessable.

The Common Stock is listed on the Nasdaq National Market under the symbol
"WHIT."

PREFERRED STOCK

Subject to the provisions of the Company's Certificate of Incorporation and
limitations prescribed by law, the Board of Directors is expressly authorized to
adopt resolutions to issue shares of Blank Check Preferred, to fix the number of
such shares and to change the number of such shares constituting any series, and
to provide for or change the voting powers, designations, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights (including
whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any class or series of Blank
Check Preferred, in each case without any further action or vote by the
stockholders. The Company has no current plans to issue any shares of Blank
Check Preferred.

DELAWARE LAW AND CERTAIN CERTIFICATE OF INCORPORATION AND BY-LAW PROVISIONS;
ANTI-TAKEOVER EFFECTS

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law (the "DGCL"). Subject to certain exceptions, Section 203
prohibits a publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the interested stockholder attained such status with the
approval of the Board of Directors or the business combination is approved in a
prescribed manner, or certain other conditions are satisfied. A "business
combination" includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions,
an "interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock.

The Company's Certificate of Incorporation and By-Laws provide that the
directors of the Company shall be classified into three classes, with staggered
three-year terms. See "Management -- Directors and Executive Officers." Any
director may be removed only for cause upon the affirmative vote of at least 66%
of the shares entitled to vote for the election of directors.

The Company's By-Laws provide that for nominations for the Board of
Directors or for other business to be properly brought by a stockholder before a
meeting of stockholders, the stockholder must first have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a notice must
generally be delivered not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting. The notice must
contain, among other things, certain information about the stockholder
delivering the notice and, as applicable, background information about each
nominee or a description of the proposed business to be brought before the
meeting.

40
<PAGE>
The Company's By-Laws provide that special meetings of stockholders may be
called only by the Chairman of the Board of Directors or the President of the
Company. These provisions could have the effect of delaying until the next
annual stockholders meeting stockholder actions which are favored by the holders
of a majority of the outstanding voting securities of the Company.

The foregoing provisions could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from acquiring,
control of the Company.

The existence of Blank Check Preferred enables the Board of Directors to
render more difficult or to discourage an attempt to obtain control of the
Company by means of a tender offer, proxy contest, merger or otherwise, thereby
protecting the continuity of the Company's management. The issuance of Blank
Check Preferred pursuant to the Board of Directors' authority described above
may adversely affect the rights of the holders of Common Stock. For example,
Blank Check Preferred issued by the Company may rank prior to the Common Stock
as to dividend rights, liquidation preference or both, may have full or limited
voting rights and may be convertible into shares of Common Stock. Accordingly,
the issuance of Blank Check Preferred may discourage bids for the Common Stock
or may otherwise adversely affect the market price of the Common Stock.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The Company's Certificate of Incorporation contains certain provisions
permitted under the DGCL relating to the liability of directors. These
provisions eliminate a director's personal liability for monetary damages
resulting from a breach of fiduciary duty, except in certain circumstances
involving certain wrongful acts, such as: (i) for any breach of the director's
duty of loyalty to the Company or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the DGCL; or (iv) for any transaction from
which the director derives an improper personal benefit. These provisions do not
limit or eliminate the rights of the Company or any stockholder to seek
non-monetary relief, such as an injunction or rescission, in the event of a
breach of a director's fiduciary duty. These provisions will not alter a
director's liability under federal securities laws. The Company's Certificate of
Incorporation and By-Laws also contain provisions indemnifying the directors and
officers of the Company to the fullest extent permitted by the DGCL. The Company
believes that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as directors and officers.

REGISTRATION RIGHTS

Under the terms of a Registration Agreement dated as of December 31, 1995
(the "1995 Registration Agreement"), among Frontenac, Platinum (collectively,
the "1995 Investors") and the Company, at any time after May 8, 1996 (the
closing date of the Company's initial public offering), the holders of a
majority of the Registrable Stock (as defined therein), have the right to
require the Company to register any or all of the Registrable Stock, subject to
the conditions and limitations contained in the 1995 Registration Agreement. In
addition, under the terms of a Registration Agreement dated May 8, 1996 (the
"1996 Registration Agreement" and together with the 1995 Registration Agreement,
the "Registration Agreements"), among the Company, Mr. Bernard and Mr. Szofer
(Mr. Bernard and Mr. Szofer, together with the 1995 Investors, the "Investors"),
at any time after May 8, 1997, Mr. Szofer has the right to require the Company
to register 100,000 of his shares of Common Stock, subject to the conditions and
limitations contained in the 1996 Registration Agreement.

In addition, pursuant to the Registration Agreements and the conditions and
limitations set forth therein, the Company is required to: (i) pay all
associated Registration Expenses (as defined therein) in connection with certain
registrations; (ii) use its best efforts to effect such registrations; and (iii)
indemnify the Investors and certain of their affiliates against certain
liabilities, including liabilities under the Securities Act, in connection with
the registration of their shares.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Harris Trust and
Savings Bank.

41
<PAGE>
LEGAL MATTERS

The legality of the issuance of the shares offered hereby will be passed
upon for the Company by McDermott, Will & Emery, Chicago, Illinois.

EXPERTS

The Financial Statements and Schedule of the Company as of December 31, 1995
and 1994, and for each of the years in the three-year period ended December 31,
1995 included herein and elsewhere in the Registration Statement, have been
included herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act, with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statements, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement, including the exhibits and schedules thereto.
Statements contained in this Prospectus as to the contents of any contract,
agreement or any other document referred to herein are not necessarily complete;
with respect to each such contract, agreement or document filed as an exhibit to
the Registration Statement, reference is made to such exhibit for a more
complete description of the matters involved, and each such statement shall be
deemed qualified in its entirety by such reference. The Registration Statement,
including the exhibits and schedules thereto, may be inspected without charge at
the Commission's principal office at 450 Fifth Street, N.W., Washington, D.C.
20549 and copies of either of them or any part thereof may be obtained from such
office, upon payment of the fees prescribed by the Commission. The Registration
Statement, including the exhibits and schedules thereto, are also available on
the Commission's Web site at http://www.sec.gov.

The Company is subject to the information requirements of the Exchange Act,
and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy material and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at its regional offices at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Company's Common Stock is listed in the Nasdaq
National Market, and such reports, proxy material and other information can also
be inspected at the offices of The Nasdaq Stock Market, Inc., 1735 K Street,
N.W., Washington, D.C. 20549.

Copies of reports, proxy and information statements and other information
regarding registrants that file electronically are available on the Commission's
Web site.

42
<PAGE>
WHITTMAN-HART, INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report.................................................... F-2

Balance Sheets at December 31, 1994 and 1995.................................... F-3

Statements of Earnings for the years ended December 31, 1993, 1994 and 1995..... F-4

Statements of Stockholders' Equity for the years ended December 31, 1993, 1994
and 1995....................................................................... F-5

Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1995... F-6

Notes to Financial Statements................................................... F-7

Unaudited Pro Forma Condensed Statements of Earnings............................ F-12

Balance Sheet at December 31, 1995 and September 30, 1996 (unaudited)........... F-13

Statements of Earnings for the nine months ended September 30, 1995 and 1996
(unaudited).................................................................... F-14

Statements of Cash Flows for the nine months ended September 30, 1995 and 1996
(unaudited).................................................................... F-15

Notes to Unaudited Financial Statements......................................... F-16
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
Whittman-Hart, Inc.:

We have audited the accompanying balance sheets of Whittman-Hart, Inc. as of
December 31, 1994 and 1995, and the related statements of earnings,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Whittman-Hart, Inc. as of
December 31, 1994 and 1995, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 1995 in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Chicago, Illinois
February 19, 1996

except for paragraphs two and three of Note 13, which
are as of April 3, 1996 and December 10, 1996, respectively

F-2
<PAGE>
WHITTMAN-HART, INC.
BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------------
UNAUDITED 1995 PRO
1994 1995 FORMA (NOTE 13)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents.................. $ -- $ 4,083,178 $ 4,083,178
Trade accounts receivable, net of allowance
for doubtful accounts of
$346,874 and $100,000 in 1994 and 1995,
respectively.............................. 4,131,255 8,785,240 8,785,240
Other receivables.......................... 490,200 63,060 63,060
Prepaid expenses and other................. 164,414 481,831 481,831
Notes and interest receivable --
stockholder............................... 307,964 326,356 326,356
Notes and interest receivable --
executives................................ 46,000 106,355 106,355
Deferred income taxes...................... -- 50,000 50,000
------------ ------------- -------------------
Total current assets..................... 5,139,833 13,896,020 13,896,020
Property and equipment, at cost:
Office furniture and equipment............. 2,002,419 2,497,413 2,497,413
Computer equipment and software............ 750,078 2,019,435 2,019,435
Automobiles................................ 107,735 107,735 107,735
Leasehold improvements..................... -- 147,039 147,039
------------ ------------- -------------------
2,860,232 4,771,622 4,771,622
Less accumulated depreciation and
amortization.............................. (973,346) (1,574,292) (1,574,292)
------------ ------------- -------------------
Net property and equipment................... 1,886,886 3,197,330 3,197,330
Notes receivable -- executives............... 60,000 51,500 51,500
Long-term note receivable.................... 100,000 -- --
Other........................................ 58,844 84,117 84,117
------------ ------------- -------------------
Total assets............................. $ 7,245,563 $ 17,228,967 $ 17,228,967
------------ ------------- -------------------
------------ ------------- -------------------
</TABLE>

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<S> <C> <C> <C>
Current liabilities:
Current maturities of long-term debt....... $ 395,111 $ 550,363 $ 550,363
Notes payable -- stockholder............... -- 317,413 317,413
Checks issued in excess of bank balance.... 121,802 -- --
Accounts payable........................... 445,383 1,264,048 1,264,048
Accrued compensation and related costs..... 2,686,899 5,843,859 5,843,859
Other accrued liabilities.................. 726,126 542,541 542,541
Distributions payable...................... -- 860,646 860,646
Other current liabilities.................. 151,745 321,375 321,375
------------ ------------- -------------------
Total current liabilities................ 4,527,066 9,700,245 9,700,245
Long term debt, less current maturities...... 1,282,719 1,134,729 1,134,729
Long-term notes payable -- stockholder....... 317,413 -- --
Deferred rent................................ 126,756 538,934 538,934
------------ ------------- -------------------
Total liabilities........................ 6,253,954 11,373,908 11,373,908
Redeemable convertible preferred stock, 10%,
$.001 par value, 239,019 shares authorized,
issued and outstanding (redemption value
$5,683,334); none issued and outstanding pro
forma....................................... -- 5,583,843 --
Stockholders' equity:
Preferred stock, $.001 par value; 3,000,000
shares authorized, none issued and
outstanding............................... -- -- --
Common stock, $.001 par value; 37,000,000
shares authorized, 11,078,840 and
10,742,744 shares issued in 1994 and 1995;
12,654,892 shares issued pro forma........ 11,079 10,743 12,655
Additional paid-in capital................. 984,760 284,571 5,866,502
Retained earnings.......................... -- -- --
------------ ------------- -------------------
995,839 295,314 5,879,157
Common stock held in treasury, at cost;
3,236 and 15,396 shares in 1994 and
1995...................................... (4,230) (24,098) (24,098)
------------ ------------- -------------------
Total stockholders' equity............... 991,609 271,216 5,855,059
------------ ------------- -------------------
Total liabilities and stockholders'
equity................................ $ 7,245,563 $ 17,228,967 $ 17,228,967
------------ ------------- -------------------
------------ ------------- -------------------
</TABLE>

See accompanying Notes to Financial Statements.

F-3
<PAGE>
WHITTMAN-HART, INC.
STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------
1993 1994 1995
<S> <C> <C> <C>
Revenues............................................................ $ 23,422,300 $ 29,543,250 $ 49,822,060
Cost of services.................................................... 13,829,120 17,727,690 30,392,200
------------- ------------- -------------
Gross profit...................................................... 9,593,180 11,815,560 19,429,860
Costs and expenses:
Selling........................................................... 1,073,410 1,431,030 2,497,100
Recruiting........................................................ 768,900 1,120,750 2,181,293
General and administrative........................................ 6,714,315 8,088,921 13,038,560
------------- ------------- -------------
Total costs and expenses........................................ 8,556,625 10,640,701 17,716,953
------------- ------------- -------------
Operating income.................................................... 1,036,555 1,174,859 1,712,907
Other income (expense):
Interest expense.................................................. (174,520) (101,060) (214,620)
Interest income................................................... 18,690 20,980 98,850
Other, net........................................................ 221,764 44,723 133,030
------------- ------------- -------------
Total other income (expense).................................... 65,934 (35,357) 17,260
------------- ------------- -------------
Income before income taxes.......................................... 1,102,489 1,139,502 1,730,167
Income taxes (note 6)............................................... 2,563 29,349 (50,000)
------------- ------------- -------------
Net income.......................................................... $ 1,099,926 $ 1,110,153 $ 1,780,167
------------- ------------- -------------
------------- ------------- -------------

Pro forma income data (unaudited) (note 6):
Net income as reported............................................ $ 1,099,926 $ 1,110,153 $ 1,780,167
Pro forma adjustment to provision for income taxes................ 27,366 254,880 666,593
------------- ------------- -------------
Pro forma net income.............................................. $ 1,072,560 $ 855,273 $ 1,113,574
------------- ------------- -------------
------------- ------------- -------------
Pro forma net income per share.................................... $0.08
-------------
-------------
</TABLE>

See accompanying Notes to Financial Statements.

F-4
<PAGE>
WHITTMAN-HART, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

<TABLE>
<CAPTION>
TREASURY STOCK AT
PREFERRED STOCK COMMON STOCK ADDITIONAL COST TOTAL
----------------- ------------------- PAID-IN RETAINED ----------------- STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT EQUITY

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1992......................... -- $ -- 1,314,241 $1,314 $(1,694,429) $ -- (875) $ (6,842) $(1,699,957)
Retroactive restatement for a
4 for 1 stock split in the
form of a common stock
dividend effective April 3,
1996......................... 3,942,723 3,943 (3,943) -- (2,625) -- --
Retroactive restatement for a
2 for 1 stock split in the
form of a common stock
dividend effective December
10, 1996 5,256,964 5,257 (5,257) -- (3,500) -- --
--------- ------ ---------- ------- ----------- --------- ------- -------- -------------
As restated................... -- -- 10,513,928 10,514 (1,703,629) -- (7,000) (6,842) (1,699,957)
Partnership income before
business combination......... 1,099,926 1,099,926
Purchase of common stock...... (27,720) (29,793) (29,793)
Issuance of common stock...... 564,912 565 441,543 442,108
--------- ------ ---------- ------- ----------- --------- ------- -------- -------------
Balance at December 31,
1993......................... -- -- 11,078,840 11,079 (162,160) -- (34,720) (36,635) (187,716)
Partnership income before
business combination......... 1,110,153 1,110,153
Purchase of common stock...... (52,138) (68,239) (68,239)
Issuance of common stock...... 36,767 83,622 100,644 137,411
--------- ------ ---------- ------- ----------- --------- ------- -------- -------------
Balance at December 31,
1994......................... -- -- 11,078,840 11,079 984,760 -- (3,236) (4,230) 991,609
Partnership income before
business combination......... 1,730,167 1,730,167
Net income after business
combination.................. 50,000 50,000
Purchase of common stock...... (12,160) (19,868) (19,868)
Issuance of common stock...... 185,400 185 249,815 250,000
Purchase and retirement of
common stock................. (521,496) (521 ) (1,499,479) (1,500,000)
Partnership capital
distributions................ (1,040,122) (1,040,122)
Redeemable convertible
preferred stock dividends.... (133,334) (50,000) (183,334)
Accretion of redeemable
convertible preferred stock
issuance costs............... (7,236) (7,236)
--------- ------ ---------- ------- ----------- --------- ------- -------- -------------
Balance at December 31,
1995......................... -- $ -- 10,742,744 $10,743 $ 284,571 $ -- (15,396) $(24,098) $ 271,216
--------- ------ ---------- ------- ----------- --------- ------- -------- -------------
--------- ------ ---------- ------- ----------- --------- ------- -------- -------------
</TABLE>

See accompanying Notes to Financial Statements.

F-5
<PAGE>
WHITTMAN-HART, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------
1993 1994 1995
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................................................. $ 1,099,926 $ 1,110,153 $ 1,780,167
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization........................................ 232,753 340,699 600,946
Gain on disposition of property and equipment........................ (1,398) -- --
ESOP expense......................................................... 175,000 137,411 --
Executive stock expense.............................................. 116,701 29,168 241,668
Changes in assets and liabilities:
Receivables........................................................ (1,007,277) (986,471) (4,226,845)
Deferred income taxes.............................................. -- -- (50,000)
Prepaid expenses and other......................................... 15,521 (67,544) (317,417)
Notes receivable................................................... (177,823) (127,874) 29,753
Other assets....................................................... 14,899 6,321 (25,273)
Accounts payable................................................... 9,594 67,412 818,665
Accrued compensation and related costs............................. 962,993 131,814 3,165,292
Other accrued liabilities.......................................... 4,535 651,339 (183,585)
Deferred rent...................................................... (139,183) (83,312) 412,178
Other current liabilities.......................................... (109,030) (257,057) 169,630
------------ ------------ ------------
Net cash provided by operating activities.............................. 1,197,211 952,059 2,415,179
------------ ------------ ------------
Cash flows from investing activities:
Purchase of property and equipment................................... (49,668) (1,717,907) (1,911,390)
Proceeds from disposition of property and equipment.................. 24,379 -- --
------------ ------------ ------------
Net cash used in investing activities.................................. (25,289) (1,717,907) (1,911,390)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net
of issuance costs................................................... -- -- 5,393,273
Proceeds from issuance of bank debt.................................. -- 1,650,000 500,000
Payments on bank debt................................................ (1,230,637) (456,220) (492,738)
Payments on related party debt....................................... (50,000) (265,000) --
Purchase of common stock............................................. (29,793) (68,239) (1,519,868)
Partnership capital distributions.................................... -- -- (179,476)
Checks issued in excess of bank balance.............................. 138,508 (94,693) (121,802)
------------ ------------ ------------
Net cash provided by (used in) financing activities.................... (1,171,922) 765,848 3,579,389
------------ ------------ ------------
Net increase in cash and cash equivalents.............................. -- -- 4,083,178
Cash and cash equivalents at beginning of year......................... -- -- --
------------ ------------ ------------
Cash and cash equivalents at end of year............................... $ -- $ -- $ 4,083,178
------------ ------------ ------------
------------ ------------ ------------
Supplemental disclosures of cash flow information:
Interest paid........................................................ $ 174,394 $ 82,060 $ 225,480
Supplemental disclosures of noncash investing and financing activities:
Issuance of common stock to ESOP..................................... 175,000 137,411 --
Settlement of lease obligation in exchange for furniture............. -- 104,231 --
Issuance of common stock to executives............................... 267,108 -- 250,000
Automobile acquired in exchange for note............................. 40,000 -- --
Partnership capital distribution payable............................. -- -- 860,646
Accretion of redeemable convertible preferred stock dividends and
issuance costs...................................................... -- -- 190,570
</TABLE>

See accompanying Notes to Financial Statements.

F-6
<PAGE>
WHITTMAN-HART, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1994 AND 1995

1. DESCRIPTION OF BUSINESS
Whittman-Hart, Inc. (the "Company") provides a wide range of information
technology consulting services to a variety of industries that utilize any
combination of open system, client/server, midrange and enterprise
architectures. Primary industries include manufacturing, distribution, retail,
financial markets, telecommunications, insurance and healthcare throughout the
United States.

The Company's business was previously owned by Whittman-Hart, L.P. ("LP"), a
Delaware limited partnership, and operated by employees of Whittman-Hart
Corporation II ("Corporation II"), a Delaware corporation, pursuant to a client
service agreement. Corporation II's operations consisted solely of revenues and
expenses related to its client service agreement with LP. The Company was a
limited partner in LP. Corporation II's revenues and LP's related expenses
associated with the client service agreement have been eliminated in the
accompanying financial statements. Partnership income before business
combination as reported in the statements of stockholders' equity represents
LP's undistributed earnings.

Effective December 31, 1995, the Company issued common and redeemable
convertible preferred stock in exchange for the remaining partnership interests
of LP. The exchange represents a combination of entities under common control
and has been accounted for on an "as-if" pooling-of-interests basis, with the
accompanying financial statements restated for all periods presented.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

Revenues are recognized as the related services are performed.

PROPERTY AND EQUIPMENT

Depreciation is computed using the straight-line method based on the
estimated useful lives, ranging from two to seven years, of the various classes
of property. Amortization of leasehold improvements is computed over the shorter
of the lease term or estimated useful life of the asset.

CASH EQUIVALENTS

Cash equivalents consist of Eurodollar time deposits which mature in seven
days.

INCOME TAXES

Income taxes, including pro forma calculations, are accounted for in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("Statement 109"). Under the asset and liability method of
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

F-7
<PAGE>
WHITTMAN-HART, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PRO FORMA NET INCOME PER SHARE

Pro forma net income per common and common equivalent share is computed
based on the weighted average of 14,129,772 common and common equivalent shares
(redeemable convertible preferred stock, 10%, $.001 par value ("Redeemable
Preferred Stock") and stock options) outstanding during the year.

Pursuant to Securities and Exchange Commission Staff Accounting Bulletin No.
83, common and common equivalent shares issued during the twelve months
immediately preceding the initial public offering date (using the treasury stock
method and the initial public offering price per share) have been included in
the calculation of common and common equivalent shares as if they were
outstanding for the entire period presented.

RECLASSIFICATIONS

Certain 1993 and 1994 balances have been reclassified to conform to the 1995
presentation.

3. REDEEMABLE CONVERTIBLE PREFERRED STOCK
During 1995, the Company issued 239,019 shares of Redeemable Preferred Stock
which have a preference value equal to $23.01 per share plus all accrued but
unpaid dividends. Dividends of $183,334 were accreted in 1995. Each share of
Redeemable Preferred Stock is convertible into four shares of common stock
subject to adjustments for anti-dilution. The holders of the Redeemable
Preferred Stock are entitled to one vote for each share of common stock into
which such holders' Redeemable Preferred Stock may be converted. The Redeemable
Preferred Stock was recorded at fair value on the date of issuance less issue
costs. The excess of the preference value over the carrying value is being
accreted by periodic charges to additional paid-in capital over the life of the
issue. Accretion of issue costs were $7,236 in 1995.

Each holder of the Redeemable Preferred Stock may elect to require the
Company to redeem such holder's Redeemable Preferred Stock at its preference
value at any time after certain events have occurred or July 31, 2000. All
Redeemable Preferred Stock shall automatically convert to common stock
immediately prior to the closing of a sale of common stock pursuant to a
registration statement declared effective by the Securities and Exchange
Commission if the aggregate sales proceeds exceed certain levels. Upon the
conversion of any Redeemable Preferred Stock into common stock, any accrued and
unpaid dividends shall be canceled.

4. DEBT OBLIGATIONS

LINE OF CREDIT

The Company has a line of credit with a bank which expires on July 31, 1996
and provides a maximum borrowing of $2,000,000. Borrowings are limited to 80% of
eligible accounts receivable and bear interest at the bank's prime rate or the
London Interbank Offered Rate (LIBOR) plus 1.5%. No borrowings were outstanding
at December 31, 1995.

F-8
<PAGE>
WHITTMAN-HART, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995

4. DEBT OBLIGATIONS (CONTINUED)
LONG TERM DEBT

Long-term debt obligations at December 31, 1994 and 1995 are:

<TABLE>
<CAPTION>
1994 1995
<S> <C> <C>
Promissory note payable to bank, interest at the bank's prime rate or LIBOR
plus 1.5%, due in monthly installments of principal and interest through
October 31, 1999, secured by the accounts receivable and specific furniture
and equipment of the Company............................................... $ 1,650,000 $ 1,292,500
Promissory note payable to bank, interest at the bank's prime rate or LIBOR
plus 1.5%, due in monthly installments of principal and interest through
February 28, 1998, secured by the accounts receivable and specific
furniture and equipment of the Company..................................... -- 374,000
Installment note payable, interest at 7.85%, due in monthly installments of
$995 through August 1997. Note is secured by an automobile................. 27,830 18,592
------------ ------------
Total long-term debt........................................................ 1,677,830 1,685,092
Less current maturities..................................................... 395,111 550,363
------------ ------------
Total....................................................................... $ 1,282,719 $ 1,134,729
------------ ------------
------------ ------------
</TABLE>

The Company may elect to convert the interest rate on its installment notes
and its line of credit from the bank's prime rate (8.5% at December 31, 1995) to
LIBOR plus 1.5%. The Company has the option to select a LIBOR interest period of
either 30, 60, or 90 days. At December 31, 1995, the Company had long-term debt
of $1,625,000 outstanding under a LIBOR rate agreement at an interest rate of
7.43%.

The aggregate maturities for long-term debt and related-party debt (note 11)
are as follows:

<TABLE>
<CAPTION>
RELATED
YEAR LONG-TERM DEBT PARTY TOTAL
<S> <C> <C> <C>
1996 $ 550,363 $ 317,413 $ 867,776
1997 505,729 -- 505,729
1998 354,000 -- 354,000
1999 275,000 -- 275,000
-------------- ------------ ------------
$ 1,685,092 $ 317,413 $ 2,002,505
-------------- ------------ ------------
-------------- ------------ ------------
</TABLE>

Under its most restrictive credit agreements, the Company is required to
maintain tangible net worth, debt-to-equity and cash flow ratios.

5. LEASE COMMITMENTS
The Company leases its office facilities and certain equipment under
operating lease arrangements which expire at various dates through October 2004.

F-9
<PAGE>
WHITTMAN-HART, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995

5. LEASE COMMITMENTS (CONTINUED)
Rent expense for the years ended December 31, 1993, 1994 and 1995 was
$1,050,950, $1,251,420 and $2,631,720, respectively. The future minimum annual
lease payments under noncancelable long-term leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31 AMOUNT
<S> <C>
1996 $ 932,381
1997 956,796
1998 943,896
1999 961,411
2000 861,633
Thereafter 3,301,382
------------
$ 7,957,499
------------
------------
</TABLE>

6. INCOME TAXES
The Company's business was previously owned and operated by LP; therefore,
federal income tax liabilities were the responsibility of the partners. Income
taxes are comprised of certain state income taxes of LP and federal and state
income taxes of the Company. The pro forma income tax adjustments included in
the statements of earnings represent federal and the additional state income tax
expense that would have been required had the Company operated as a C
corporation for all periods presented.

The tax effects of temporary differences that give rise to deferred tax
assets and liabilities at December 31, 1995 are as follows:

<TABLE>
<S> <C>
Deferred tax assets:
Allowance for doubtful accounts................................ $ 39,280
Accrued liabilities............................................ 112,070
---------
Total deferred tax assets........................................ 151,350
Deferred tax liability --
Property and equipment......................................... (101,350)
---------
Net deferred tax asset........................................... $ 50,000
---------
---------
</TABLE>

7. EXECUTIVE STOCK PLAN
The Company's Executive Stock Plan (the "Plan") is used to reward selected
executives for future services. Under the Plan, executives are awarded common
stock that vests over a specified period. In the event employment is terminated
prior to vesting, the executive will not be entitled to receive the common
stock. Executive stock expense reported in the statements of earnings amounted
to $116,701, $29,168 and $241,668 in 1993, 1994 and 1995, respectively.

8. EMPLOYEE STOCK OWNERSHIP PLAN
The Company sponsors an Employee Stock Ownership Plan ("ESOP") which covers
substantially all employees over the age of 21 who have completed one year of
service. Annual ESOP contributions are determined at the discretion of the
Company's Board of Directors. Plan participants become fully vested after
completing four years of service. ESOP contributions reported in the statements
of earnings amounted to $175,000 and $137,411 in 1993 and 1994, respectively.
There were no contributions in 1995. The ESOP held 511,604 shares of common
stock at December 31, 1994 and 1995.

F-10
<PAGE>
WHITTMAN-HART, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995

9. 401(K) RETIREMENT PLAN
The Company's 401(k) plan covers all employees who have reached 21 years of
age. Participants may contribute up to 12% of their eligible compensation. The
Company matches participant contributions as defined within the plan. Company
contributions amounted to $87,337, $92,100 and $183,857 in 1993, 1994 and 1995,
respectively.

10. STOCK OPTIONS
In 1995, the Company adopted a stock option plan under which certain
employees may be granted the right to purchase shares of common stock at the
fair market value on the date of grant. Stock options may be exercised only to
the extent they have vested in accordance with provisions determined by the
Board of Directors.

During 1995, stock options were granted to purchase 1,761,712 and 60,000
shares of the Company's common stock at exercise prices of $3.245 and $1.645,
respectively. At December 31, 1995, all of the options granted were outstanding
and options to purchase 180,160 shares of the Company's common stock were
exercisable.

11. RELATED-PARTY TRANSACTIONS
Notes receivable from a stockholder bear interest at 2% below the prime rate
and are due on demand. Additionally, notes receivable from executives bear
interest at the prime rate and are due on various dates through August 1998.

Unsecured notes payable to a stockholder bear interest at 10% and are due on
December 31, 1996.

12. REVENUES FROM SIGNIFICANT CLIENTS
In 1993 and 1995, one client accounted for approximately 10% of the
Company's total revenues.

13. SUBSEQUENT EVENTS
During February 1996, the notes receivable -- stockholder and notes payable
- -- stockholder (note 11) were repaid.

The Company's Board of Directors approved a 4 for 1 split of common stock in
the form of a stock dividend effective April 3, 1996. All common share and per
share amounts have been adjusted retroactively to give effect to the stock
split. Additionally, on April 3, 1996, the Company filed an Amendment to its
Certificate of Incorporation effecting an increase in the number of authorized
shares of common stock to 15,000,000 and authorizing 3,000,000 shares of
preferred stock. The authorized numbers of shares have been adjusted to give
effect to these increases.

On November 25, 1996, the Company filed an Amendment to its Certificate of
Incorporation effecting an increase in the number of authorized shares of common
stock to 37,000,000 and eliminating the Redeemable Preferred Stock from the
Company's authorized capital. The authorized number of shares has been adjusted
to give effect to this increase. The Company's Board of Directors approved a 2
for 1 split of common stock in the form of a stock dividend effective December
10, 1996. All common share and per share amounts have been adjusted
retroactively to give effect to the stock split.

In connection with the Company's initial public offering, 239,019 shares of
Redeemable Preferred Stock will be converted into 1,912,148 shares of common
stock.

A portion of the proceeds of the Company's initial public offering will be
used to retire two promissory notes totaling $1,666,500.

F-11
<PAGE>
WHITTMAN-HART, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995

13. SUBSEQUENT EVENTS (CONTINUED)
PRO FORMA CONDENSED FINANCIAL STATEMENTS OF
WHITTMAN-HART, INC.
UNAUDITED PRO FORMA CONDENSED
STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT SHARE DATA)

The following unaudited pro forma condensed statements of earnings represent
the historical results of operations of the Company for 1995, adjusted to
reflect the application of the net proceeds of the Company's initial public
offering to repay certain indebtedness resulting in a reduction in interest
expense as if such transaction had occurred at the beginning of the period
presented. The pro forma condensed statement of earnings is not necessarily
indicative of what the Company's statement of earnings would have been had such
transaction occurred at the beginning of the year.

<TABLE>
<CAPTION>
SUPPLEMENTARY
AS REPORTED ADJUSTMENTS PRO FORMA
<S> <C> <C> <C>
Revenues.......................................... $ 49,822 $ 49,822
Cost of services.................................. 30,392 30,392
------------ --------------
Gross profit.................................... 19,430 19,430
Costs and expenses................................ 17,717 17,717
Operating income.................................. 1,713 1,713
Other income (expense)............................ 17 $ 153(1) 170
------------ ----------- --------------
Income before taxes............................... 1,730 153 1,883
Income taxes...................................... (50) (50)
------------ ----------- --------------
Net income........................................ $ 1,780 $ 153 $ 1,933
Pro forma adjustment to provision for income
taxes............................................ 666 61(2) 727
------------ ----------- --------------
Pro forma net income.............................. 1,114 92 1,206
------------ ----------- --------------
------------ ----------- --------------
Pro forma net income per share.................... $ .08 $ .08
------------ --------------
------------ --------------
Weighted average common and common equivalent
shares outstanding............................... 14,129,772 14,353,764
------------ --------------
------------ --------------
</TABLE>

NOTES TO UNAUDITED PRO FORMA CONDENSED
FINANCIAL STATEMENTS

(1) This adjustment shows the effect on interest expense for the year as if two
promissory notes totaling $1,666,500 that will be repaid with the proceeds
of the Company's initial public offering were repaid at the beginning of the
year.

(2) This adjustment reflects the pro forma effect of income taxes on the
increase in income assuming a pro forma effective tax rate of 40%.

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

F-12
<PAGE>
WHITTMAN-HART, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30,
DECEMBER 31, 1996
1995 (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 4,083,178 $ 52,035,646
Short-term investments.................................... -- 11,560,017
Trade accounts receivable, net of allowance for doubtful
accounts of $100,000 and $273,006 in 1995 and 1996,
respectively............................................. 8,785,240 13,154,308
Other receivables......................................... 63,060 391,602
Prepaid expenses and other................................ 481,831 1,202,404
Notes and interest receivable -- stockholder.............. 326,356 --
Notes and interest receivable -- executives............... 106,355 18,442
Deferred income taxes..................................... 50,000 183,604
-------------- --------------
Total current assets.................................... 13,896,020 78,546,023
Property and equipment, at cost:
Office furniture and equipment............................ 2,497,413 3,742,934
Computer equipment and software........................... 2,019,435 3,509,042
Automobiles............................................... 107,735 60,612
Leasehold improvements.................................... 147,039 447,453
-------------- --------------
4,771,622 7,760,041
Less accumulated depreciation and amortization............ (1,574,292) (2,306,655)
-------------- --------------
Net property and equipment.................................. 3,197,330 5,453,386
Notes receivable -- executives.............................. 51,500 160,200
Other....................................................... 84,117 82,464
-------------- --------------
Total assets............................................ $ 17,228,967 $ 84,242,073
-------------- --------------
-------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt...................... $ 550,363 $ --
Notes payable -- stockholder.............................. 317,413 --
Accounts payable.......................................... 1,264,048 884,484
Accrued compensation and related costs.................... 5,843,859 5,140,587
Income taxes payable...................................... -- 402,199
Other accrued liabilities................................. 542,541 1,151,943
Distributions payable..................................... 860,646 --
Other current liabilities................................. 321,375 216,639
-------------- --------------
Total current liabilities............................... 9,700,245 7,795,852
Long-term debt, less current maturities..................... 1,134,729 --
Deferred rent............................................... 538,934 827,417
-------------- --------------
Total liabilities....................................... 11,373,908 8,623,269
Redeemable convertible preferred stock, 10%, $.001 par
value; 239,019 shares authorized, issued and outstanding
(redemption value $5,683,334).............................. 5,583,843 --
Stockholders' equity:
Preferred stock, $.001 par value; 3,000,000 shares
authorized, none issued and outstanding.................. -- --
Common stock, $.001 par value; 37,000,000 authorized,
10,742,744 and 20,101,900 shares issued in 1995 and 1996,
respectively............................................. 10,743 20,102
Additional paid-in capital................................ 284,571 72,225,100
Retained earnings......................................... -- 3,478,554
Deferred compensation..................................... -- (104,952)
-------------- --------------
295,314 75,618,804
Common stock held in treasury, at cost, 15,396 and 0
shares in 1995 and 1996, respectively.................... (24,098) --
-------------- --------------
Total stockholders' equity.............................. 271,216 75,618,804
-------------- --------------
Total liabilities and stockholders' equity............ $ 17,228,967 $ 84,242,073
-------------- --------------
-------------- --------------
</TABLE>

See accompanying Notes to Unaudited Financial Statements.

F-13
<PAGE>
WHITTMAN-HART, INC.

STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1995 1996
(UNAUDITED)
<S> <C> <C>
Revenues........................................................................... $34,605,590 $62,164,250
Cost of services................................................................... 21,122,940 37,204,470
----------- -----------
Gross profit..................................................................... 13,482,650 24,959,780
Costs and expenses:
Selling.......................................................................... 1,764,410 2,635,790
Recruiting....................................................................... 1,656,900 2,533,760
General and administrative....................................................... 8,601,654 14,889,466
----------- -----------
Total costs and expenses....................................................... 12,022,964 20,059,016
----------- -----------
Operating income................................................................... 1,459,686 4,900,764
Other income (expense):
Interest expense................................................................. (164,820) (47,400)
Interest income.................................................................. 39,620 766,720
Other, net....................................................................... 74,700 (109,600)
----------- -----------
Total other income (expense)................................................... (50,500) 609,720
----------- -----------
Income before income taxes......................................................... 1,409,186 5,510,484
Income taxes....................................................................... -- 2,081,930
----------- -----------
Net income......................................................................... $ 1,409,186 $ 3,428,554
----------- -----------
----------- -----------
Net income per share............................................................... $ 0.20
-----------
-----------
Shares used in computing net income per share...................................... 17,165,800
-----------
-----------
Pro forma income data:
Net income as reported........................................................... $ 1,409,186
Pro forma adjustment to provision for income taxes............................... 527,677
-----------
Pro forma net income............................................................. $ 881,509
-----------
-----------
Pro forma net income per share................................................... $ 0.06
-----------
-----------
Shares used in computing pro forma net income per share.......................... 14,243,350
-----------
-----------
</TABLE>

See accompanying Notes to Unaudited Financial Statements.

F-14
<PAGE>
WHITTMAN-HART, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1995 1996
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income.................................................................... $ 1,409,186 $ 3,428,554
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization............................................... 385,055 841,169
Deferred income taxes -- (133,604)
Gain on disposition of property and equipment............................... -- (12,607)
Executive stock expense..................................................... 216,668 29,213
Changes in assets and liabilities:
Receivables............................................................... (3,615,194) (4,683,592)
Prepaid expenses and other................................................ 117,705 (720,573)
Notes receivable.......................................................... 37,976 305,569
Other assets.............................................................. (89,377) 1,653
Accounts payable.......................................................... 66,998 (379,564)
Accrued compensation and related costs.................................... 790,284 (630,355)
Income taxes payable...................................................... -- 402,199
Other accrued liabilities................................................. (147,917) 272,554
Deferred rent............................................................. 276,326 288,483
Other current liabilities................................................. 44,097 (104,736)
----------- -------------
Net cash used in operating activities........................................... (508,193) (1,095,637)
----------- -------------
Cash flows from investing activities:
Purchases of short-term investments........................................... -- (12,571,399)
Sales and maturities of short-term investments -- 999,784
Purchases of property and equipment........................................... (1,115,390) (3,096,154)
Proceeds from disposition of property and equipment........................... -- 43,122
----------- -------------
Net cash used in investing activities........................................... (1,115,390) (14,624,647)
----------- -------------
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of
issuance costs 5,463,241 --
Proceeds from issuance of bank debt........................................... 500,000 48,775
Payments on bank debt......................................................... (366,509) (1,733,867)
Payments on related party debt................................................ -- (317,413)
Proceeds from issuance of common stock, net of issuance costs................. -- 65,933,251
Proceeds from exercise of stock options -- 72,733
Proceeds from employee stock purchase plan -- 529,919
Purchase of common stock...................................................... (1,519,868) --
Partnership capital distributions............................................. (104,476) (860,646)
Checks issued in excess of bank balance....................................... (121,802) --
----------- -------------
Net cash provided by financing activities....................................... 3,850,586 63,672,752
----------- -------------
Net increase in cash and cash equivalents....................................... 2,227,003 47,952,468
----------- -------------
Cash and cash equivalents at beginning of period................................ -- 4,083,178
----------- -------------
Cash and cash equivalents at end of period...................................... $ 2,227,003 $ 52,035,646
----------- -------------
----------- -------------
Supplemental disclosures of cash flow information:
Interest paid................................................................. $ 186,659 $ 58,181
Income taxes paid............................................................. -- 1,813,335
Supplemental disclosure of noncash investing and financing activities:
Issuance of common stock to executives........................................ 250,000 102,130
</TABLE>

See accompanying Notes to Unaudited Financial Statements.

F-15
<PAGE>
WHITTMAN-HART, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 1995 AND 1996

1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Whittman-Hart,
Inc. (the "Company") have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission and should be read in conjunction with
the Company's audited financial statements and notes thereto set forth elsewhere
herein. The information furnished herein includes all adjustments which are, in
the opinion of management, necessary for a fair presentation of results for
these interim periods, and all such adjustments are of a normal recurring
nature.

The results of operations for the nine months ended September 30, 1996 are
not necessarily indicative of the results to be expected for the year ending
December 31, 1996.

2. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents are comprised of certain highly liquid investments with
maturities of less than three months. Short-term investments consist of debt
securities with maturities beyond three months but less than twelve months. The
short-term investments are classified as available-for-sale under the provisions
of Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Accordingly, these investments are
stated at fair value.

3. COMPUTATION OF NET INCOME AND PRO FORMA NET INCOME PER SHARE
Net income and pro forma net income per common and common equivalent share
are computed based on the weighted average of common and common equivalent
shares (redeemable convertible preferred stock and stock options) outstanding
during the period.

4. INCOME TAXES
Prior to December 31, 1995, the Company's business was owned and operated by
Whittman-Hart, L.P., a Delaware limited partnership, therefore, federal and
certain state income tax liabilities were the responsibility of the partners.
The pro forma tax adjustment for the nine months ended September 30, 1995
represents federal and additional state income tax expense that would have been
required had the Company operated as a C corporation during that period.

5. STOCKHOLDERS' EQUITY
The Company's Board of Directors approved a 4 for 1 split of the common
stock in the form of a stock dividend effective April 3, 1996. All common share
and per share amounts have been adjusted retroactively to give effect to the
stock split. Additionally, on April 3, 1996, the Company filed an Amendment to
its Certificate of Incorporation effecting an increase in the number of
authorized shares of common stock to 15,000,000 and authorizing 3,000,000 shares
of preferred stock. The authorized numbers of shares have been adjusted to give
effect to these increases.

On May 8, 1996, the Company completed an initial public offering of its
common stock in which 5,200,000 shares were sold by the Company, resulting in
net proceeds of approximately $37.8 million. In connection with such offering,
239,019 shares of redeemable convertible preferred stock were converted into
1,912,148 shares of common stock. All accrued and unpaid dividends related to
the redeemable convertible preferred stock were canceled upon the conversion to
common stock.

F-16
<PAGE>
WHITTMAN-HART, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1995 AND 1996

5. STOCKHOLDERS' EQUITY (CONTINUED)
On August 22, 1996, the Company completed a follow-on public offering of its
common stock in which 2,100,000 shares were sold by the Company resulting in net
proceeds of approximately $27.8 million, after deducting estimated offering
expenses.

6. STOCK OPTIONS
In 1995, the Company adopted a stock option plan under which certain
employees may be granted the right to purchase shares of common stock at the
fair market value on the date of grant. Stock options may be exercised only to
the extent they have vested in accordance with provisions determined by the
Board of Directors. In addition, the Company has from time to time granted stock
options outside of the stock option plan. Stock option transactions for the nine
months ended September 30, 1996 are summarized as follows:

<TABLE>
<CAPTION>
SHARES PRICE
<S> <C> <C>
Outstanding on December 31, 1995.................... 1,821,712 $1.645 - 3.245
Granted............................................. 56,528 2.315 - 18.00
Exercised........................................... (25,276) 3.245 - 18.00
Canceled............................................ (78,248) 3.245 - 18.00
---------- -----------------
Outstanding on September 30, 1996................... 1,774,716 $1.645 - 18.00
---------- -----------------
---------- -----------------
</TABLE>

Options to purchase 179,386 shares of the Company's common stock were
exercisable at September 30, 1996.

7. SUBSEQUENT EVENT
On November 25, 1996, the Company filed an Amendment to its Certificate of
Incorporation effecting an increase in the number of authorized shares of common
stock to 37,000,000 and eliminating the 10% Redeemable Convertible Preferred
Stock from the Company's authorized capital. The authorized number of shares has
been adjusted to give effect to this increase. The Company's Board of Directors
approved a 2 for 1 split of common stock in the form of a stock dividend
effective December 10, 1996. All common share and per share amounts have been
adjusted retroactively to give effect to the stock split.

F-17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is an estimate of the approximate amount of fees and
expenses payable by the Company in connection with the issuance and distribution
of the Common Stock pursuant to the Prospectus contained in this Registration
Statement.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 28,804
Nasdaq National Market additional listing fee...................... 17,500
Accountants' fees and expenses..................................... 5,000
Blue Sky fees and expenses......................................... 5,000
Legal fees and expenses............................................ 15,000
Printing expenses.................................................. 10,000
Miscellaneous expenses............................................. 8,696
---------
Total............................................................ $ 90,000
---------
---------
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company, being incorporated under the General Corporation Law of the
State of Delaware (the "DGCL"), is empowered by Section 145 of the DGCL, subject
to the procedures and limitations stated therein, to indemnify any person
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
any threatened, pending or completed action, suit or proceeding to which such
person is made a party or threatened to be made a party by reason of the fact
that he or she is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. Section 145 provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

The Company's Certificate of Incorporation and By-Laws contain provisions
that require the Company to indemnify its directors and officers to the fullest
extent permitted by Delaware law.

Article Eighth of the Company's Certificate of Incorporation eliminates, to
the fullest extent permitted by paragraph (7) of subsection (b) of Section 102
of the DGCL, as the same may be amended or supplemented, or any corresponding
provision of the DGCL, the personal liability of directors. That paragraph
allows corporations incorporated under the DGCL to eliminate the personal
liability of a director to the corporation or its stockholders for monetary
damages for a breach of fiduciary duty as a director. However, that paragraph
does not allow corporations to limit the liability of a director: (i) for any
breach of his or her duty of loyalty to the corporation or its stockholders;
(ii) for acts or omission not in good faith or which involve intentional
misconduct or a knowing violations of law; (iii) for unlawful payment of a
dividend or unlawful stock purchase or redemption; or (iv) for any transaction
for which the director derived an improper personal benefit.

The Company maintains liability insurance for its directors and officers.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information as to securities of the Company issued or
sold by the Company since July 1, 1993 that were not registered under the
Securities Act of 1933, as amended (the "Securities Act"). No underwriters were
involved, and there were no underwriting discounts or commissions. The following
information reflects a 4 for 1 stock split of all outstanding shares of Common
Stock.

Since July 1, 1993, a total of 650,128 shares of Common Stock have been
issued to nine employees of the Company, the consideration for which was past
employment services to the Company. All such issuances were made pursuant to the
exemptions from registration provided by Section 4(2) of the Securities Act and/
or Rule 701 thereunder.

II-1
<PAGE>
Since July 1, 1993, a total of 511,604 shares of Common Stock have been
issued to the Company's Employee Stock Ownership Plan. All such issuances were
made pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act.

On August 29, 1995, 239,019 preferred equity units in Whittman-Hart L.P.
("LP") were issued to PVP-WH Corporation and F-WH Corporation. Both of these
persons were accredited investors and all issuances were pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act.

On December 31, 1995, in connection with the Reorganization as described in
the Registration Statement, 6,681,366 shares of Common Stock of the Company were
issued to Whittman-Hart, Ltd. ("Limited") in exchange for the transfer to the
Company of common equity units of LP formerly held by Limited, 239,019 shares of
Preferred Stock of the Company were issued to PVP-WH Corporation and F-WH
Corporation in exchange for the transfer to the Company of preferred equity
units of LP formerly held by those two investors and 1,146,566 shares of Common
Stock of the Company were issued to Robert F. Bernard in exchange for the
transfer to the Company of common equity units of LP formerly held by Mr.
Bernard. All of these persons were accredited investors and all issuances were
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act.

On May 2, 1996, 1,912,148 shares of Common Stock were issued to PVP-WH
Corporation and F-WH Corporation in exchange for 239,019 shares of Preferred
Stock pursuant to the exemption from registration provided by Section 3(a)(9) of
the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S>
3.1 Amended and Restated Certificate of Incorporation of the Company, as amended.
3.2 Second Amended and Restated By-Laws of the Company.*
4.1 Specimen stock certificate representing Common Stock.*
5.1 Opinion of McDermott, Will & Emery
10.1 Executive Employment Agreement between the Company and Robert F. Bernard effective as of June 15,
1995.*
10.2 Executive Employment Agreement between the Company and Edward V. Szofer effective as of June 15,
1995.*
10.3 Executive Employment Agreement between the Company and Kevin M. Gaskey effective as of June 15,
1995.*
10.4 Executive Employment Agreement between the Company and Susan B. Reardon effective as of June 15,
1995.*
10.5 Executive Employment Agreement between the Company and Glen A. Metelmann effective as of June 15,
1995.*
10.6 Form of Employment Agreement (Manager).*
10.7 Form of Employment Agreement (Consultant).*
10.8 1995 Incentive Stock Plan dated December 29, 1995.*
10.9 Employee Stock Purchase Plan.*
10.10 Whittman-Hart Corporation II Employee Stock Ownership Plan.*
10.11 Lease for 311 S. Wacker Drive, Chicago, Illinois.*
10.12 Stockholders Agreement among Robert F. Bernard, Edward V. Szofer, F-WH Corporation, PVP-WH
Corporation, Whittman-Hart General Partner, Ltd. and the Company dated December 31, 1995.*
10.13 Registration Agreement between the Company, F-WH Corporation and PVP-WH Corporation dated as of
December 31, 1995.*
10.14 Form of Registration Agreement among the Company, Robert F. Bernard and Edward V. Szofer.*
</TABLE>

II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S>
10.15 Loan and Security Agreement by and between American National Bank and Trust Company of Chicago and
Whittman-Hart L.P. dated as of August 1, 1994, as amended and related LIBOR Borrowing Agreement
dated July 21, 1995.*
10.16 Loan Agreement by and between American National Bank and Trust Company of Chicago and the Company
dated as of July 25, 1996.**
10.17 Promissory Note (Unsecured) by the Company dated July 25, 1996 in the amount of $5,000,000 in favor
of American National Bank and Trust Company of Chicago.**
10.18 London Interbank Offered Rate Borrowing Agreement executed by the Company and accepted by American
National Bank and Trust Company of Chicago on July 25, 1996.**
11.1 Statement Regarding Computation of Per Share Earnings.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of McDermott, Will & Emery (contained in its opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included as part of signature page).
27.1 Financial Data Schedule.
</TABLE>

- ------------------------
* Incorporated herein by reference to Whittman-Hart, Inc. Registration
Statement on Form S-1 (No. 333-1778), which was declared effective by the
Commission on May 2, 1996.

** Incorporated herein by reference to Whittman-Hart, Inc. Registration
Statement on Form S-1 (No. 333-09617), which was declared effective by the
Commission on August 21, 1996.

(b) Financial Statement Schedule:
Report of Independent Auditors
Schedule II: Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

ITEM 17. UNDERTAKINGS.

The Company hereby undertakes:

(1) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter had been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(2) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) of
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

II-3
<PAGE>
(3) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Chicago, Illinois on December 16,
1996.

WHITTMAN-HART, INC.

By: /s/ ROBERT F. BERNARD

-----------------------------------
Robert F. Bernard
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS ROBERT F. BERNARD AND KEVIN M. GASKEY, AND EACH
OF THEM SINGLY, AS HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS WITH FULL
POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND
STEAD, IN ANY AND ALL CAPACITIES TO SIGN THE REGISTRATION STATEMENT FILED
HEREWITH AND ANY OR ALL AMENDMENTS TO SAID REGISTRATION STATEMENT (INCLUDING
POST-EFFECTIVE AMENDMENTS AND ANY OR ALL AMENDMENTS THERETO), AND TO FILE THE
SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION GRANTING UNTO SAID ATTORNEYS-IN-FACT
AND AGENTS THE FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND
THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE FOREGOING, AS FULL TO
ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND
CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR HIS OR
HER SUBSTITUTE, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 16th day of December, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------

<C> <S>
/s/ ROBERT F. BERNARD
------------------------------------------- President, Chief Executive Officer and Chairman of the
Robert F. Bernard Board of Directors (Principal Executive Officer)

/s/ KEVIN M. GASKEY
------------------------------------------- Chief Financial Officer and Treasurer (Principal
Kevin M. Gaskey Financial and Accounting Officer)

/s/ EDWARD V. SZOFER
------------------------------------------- Director
Edward V. Szofer

/s/ PAUL D. CARBERY
------------------------------------------- Director
Paul D. Carbery

/s/ ROBERT F. STEEL
------------------------------------------- Director
Robert F. Steel

/s/ LARRY P. ROCHES
------------------------------------------- Director
Larry P. Roches
</TABLE>

II-5

<PAGE>

PAGE 1

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

_________________________________

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "WHITTMAN-HART, INC.", FILED IN THIS OFFICE ON THE TWENTY-FIFTH
DAY OF NOVEMBER, A.D. 1996, AT 4 O'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

[SEAL]

[Logo] /s/ Edward J. Freel
_____________________________________
Edward J. Freel, Secretary of State

AUTHENTICATION:
2282552 8100 8209584
DATE:
960345140 11-25-96

<PAGE>

CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
WHITTMAN-HART, INC.
-------------------------------

WHITTMAN-HART, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Act"),
DOES HEREBY CERTIFY THAT:

1. In accordance with the provisions of Section 242 of the Act,
an amendment to the Amended and Restated Certificate of
Incorporation of this Corporation has been duly adopted by the
Board of Directors of this Corporation and by the stockholders
of this Corporation at a Special Meeting of Stockholders.

2. Said amendment amends subparagraph A of Article 4 of the Amended
and Restated Certificate of Incorporation so that, as amended,
subparagraph A of Article 4 shall read in its entirety as follows:

"AUTHORIZED SHARES. The total number of shares of all classes
of stock which the Corporation shall have authority to issue is
forty million (40,000,000) shares, consisting of thirty-seven
million (37,000,000) shares of Common Stock, $.001 par value per
share (the "Common Stock"), and three million (3,000,000) shares
of Preferred Stock, $.001 par value per share (the "Preferred
Stock")."

3. Said amendment further amends Article 4 of the Amended and
Restated Certificate of Incorporation by deleting subparagraph B
therefrom in its entirety.

IN WITNESS WHEREOF, the undersigned has caused this certificate to be
duly executed this 25th day of November, 1996.

By /s/ Robert F. Bernard
_________________________________________
Robert F. Bernard, Chairman of the Board,
President and Chief Executive Officer

<PAGE>

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
WHITTMAN-HART, INC.

WHITTMAN-HART, INC. (the "CORPORATION") was originally incorporated in
the State of Delaware on December 19, 1991 under the name "Whittman-Hart
Corporation II". The Corporation does hereby certify as follows:

FIRST: The name of the Corporation is WHITMAN-HART, INC.

SECOND: The registered office of the Corporation in the State of Delaware
shall be located at Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle. The name of its registered agent shall be
The Corporation Trust Company.

THIRD: The Corporation shall engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

FOURTH: A. AUTHORIZED SHARES. The total number of shares of all classes
of stock which the Corporation shall have authority to issue is eighteen
million two hundred thirty-nine thousand and nineteen (18,239,019),
consisting of fifteen million (15,000,000) shares of Common Stock, $.001 par
value per share (the "COMMON STOCK"), three million (3,000,000) shares of
Preferred Stock, $.001 par value per share (the "PREFERRED STOCK"), and two
hundred thirty-nine thousand and nineteen (239,019) shares of 10% Cumulative
Convertible Preferred Stock, $.001 par value per share (the "REDEEMABLE
PREFERRED STOCK").

B. REDEEMABLE PREFERRED STOCK. The powers, preferences and rights
and the qualifications, limitations and restrictions relating to the
Redeemable Preferred Stock are as follows:

1. DIVIDENDS AND DISTRIBUTIONS.

(a) Each holder of record of Redeemable Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available therefor, cash dividends at the rate
of 10% per annum from August 29, 1995 on the Stated Value (as hereinafter
defined), and no more ("REDEEMABLE PREFERRED DIVIDENDS"). The "STATED VALUE"
means $23.01 per share. Redeemable Preferred Dividends shall accrue on a
daily basis, whether or not the Corporation shall have earnings or surplus at
the time, and shall cumulate whether or not declared, until declared and
paid, which declaration and payment may be for all or part of the then
accumulated Redeemable Preferred Dividends; PROVIDED, HOWEVER, that upon the
conversion of any shares of Redeemable Preferred Stock into shares of Common
Stock under Section 4 hereof, all Redeemable Preferred Dividends shall cease
to accrue on such shares of Redeemable Preferred Stock and any accumulated
and unpaid Redeemable Preferred

<PAGE>

Dividends on such shares of Redeemable Preferred Stock converted shall cease
to be accrued, shall not be paid and shall be canceled.

(b) In the event that all accumulated
Redeemable Preferred Dividends on the Redeemable Preferred Stock have not
been declared and paid or set apart for payment, the Corporation shall not
declare or pay or set apart for payment any dividends or make any other
distributions on, or make any payment on account of the purchase, redemption
or other retirement of any other class of stock or series thereof of the
Corporation ranking, as to dividends or as to distributions in the event of a
liquidation, dissolution or winding up of the Corporation, junior to the
Redeemable Preferred Stock until all such accumulated Redeemable Preferred
Dividends on the Redeemable Preferred Stock shall have been paid or declared
and set apart for payment; PROVIDED, HOWEVER, that the foregoing shall not
apply to (i) any dividend payable solely in any shares of any stock ranking,
as to dividends and as to distributions in the event of a liquidation,
dissolution or winding up of the Corporation, junior to the Redeemable
Preferred Stock; (ii) the acquisition of shares of any stock ranking, as to
dividends or as to distributions in the event of a liquidation, dissolution
or winding up of the Corporation, junior to the Redeemable Preferred Stock
either (A) pursuant to any employee incentive or benefit plan or arrangement
(including any employment agreement or stock transfer restriction agreement
with employees) of the Corporation or of any subsidiary of the Corporation
heretofore or hereafter adopted; or (B) in exchange solely for shares of any
other stock ranking, as to dividends and as to distributions in the event of
a liquidation, dissolution or winding up of the Corporation, junior to the
Redeemable Preferred Stock.

2. VOTING RIGHTS. In addition to the vote required
by law, each holder of record of Redeemable Preferred Stock shall be entitled
to the following voting rights:

(a) Each holder of record of Redeemable
Preferred Stock shall be entitled to vote on all matters submitted to a vote
of the stockholders of the Corporation, voting together with the holders of
Common Stock as a single class. Each holder of record of each share of
Redeemable Preferred Stock shall be entitled to that number of votes as is
equal to the number of shares of Common Stock into which such share of
Redeemable Preferred Stock could be converted on the record date for
determining the stockholders entitled to vote, or if no record date is
established, as of the date such vote or any written consent is solicited or
executed.

(b) Without the approval of holders of at least
a majority of the shares of the Redeemable Preferred Stock then outstanding,
voting together as a class, the Corporation will not (A) issue any securities
which will, with respect to dividend rights or rights on liquidation, winding
up and dissolution, rank senior to, or on a parity with, the Redeemable
Preferred Stock, or any obligation or security convertible into or evidencing
the right to purchase any securities senior to, or on a parity with, the
Redeemable Preferred Stock or which will provide for mandatory redemption
prior to the redemption of the Redeemable Preferred Stock; or (B) alter,
amend or repeal any provision of this Amended and Restated Certificate of
Incorporation (including any such alteration, amendment or repeal effected by
any merger or

-2-
<PAGE>

consolidation), if such amendment, alteration or repeal would alter or change
the powers, preferences or special rights with respect to the shares of
Redeemable Preferred Stock in a manner adverse to the holders thereof; or (C)
alter, amend or modify this section 2(b).

3. LIQUIDATION RIGHTS.

(a) Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, before any
distribution or payment shall be made to the holders of any Preferred Stock
or Common Stock, the holders of Redeemable Preferred Stock shall be entitled
to be paid out of the assets of the Corporation an amount per share of
Redeemable Preferred Stock equal to the sum of the Stated Value plus all
accrued but unpaid Redeemable Preferred Dividends thereon (the "LIQUIDATION
PREFERENCE") and no more.

(b) A merger or consolidation of the
Corporation with or into any other corporation, a merger or consolidation of
any other corporation with or into the Corporation or a sale, lease, exchange
or other transfer of all of or any portion of the assets of the Corporation,
shall not be deemed to be a voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation for purposes of this Section 3,
but the holders of Redeemable Preferred Stock shall nevertheless be entitled
in the event of any such merger or consolidation to the rights provided by
Section 4(f).

4. CONVERSION. The holders of the Redeemable
Preferred Stock shall have the following rights and obligations with respect
to the conversion of the Redeemable Preferred Stock into shares of Common
Stock:

(a) AUTOMATIC CONVERSION INTO COMMON STOCK. All
Redeemable Preferred Stock shall automatically convert into Common Stock at
the then applicable Conversion Price immediately prior to the closing of a
sale of Common Stock pursuant to a registration statement declared effective
by the Securities and Exchange Commission (the "CONVERSION DATE"), if (i) the
aggregate sale proceeds from such sale of Common Stock exceeds $20 million
and (ii) the price per share of Common Stock is (A) if such offering is
consummated on or prior to December 31, 1996, at least $8.75 (as
appropriately adjusted for splits and combinations of Common Stock) or (B) if
such offering is consummated after December 31, 1996, at least $11.505 per
share of Common Stock (as appropriately adjusted for splits and combinations
of Common Stock).

(b) OPTIONAL CONVERSION INTO COMMON STOCK. A
holder of shares of Redeemable Preferred Stock shall be entitled, at any time
(including at any time after a date scheduled for the redemption of such
Redeemable Preferred Stock but before payment of the redemption price
therefor), to convert any share or shares of Redeemable Preferred Stock into
shares of Common Stock, computed by multiplying the number of such Redeemable
Preferred Stock to be converted by $5.7525 and dividing the result by the
Conversion Price then in effect. Each conversion of Redeemable Preferred
Stock will be deemed to have been effected as of the close of business on the
date on which the holder of Redeemable Preferred Stock has

-3-
<PAGE>

delivered a written notice requesting their conversion at the principal
office of the Corporation, such delivery to be effective upon receipt (the
"OPTIONAL CONVERSION DATE"). On and after the Optional Conversion Date, the
Person entitled to receive the Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder of such shares of
Common Stock into which such shares of Redeemable Preferred Stock have been
converted. As soon as possible after the Optional Conversion Date (but in any
event within five business days), the Corporation will deliver to the
converting holder a notice confirming such conversion and a duly executed
certificate evidencing the Common Stock into which the Redeemable Preferred
Stock has been converted. The conversion of Redeemable Preferred Stock into
Common Stock will be made without charge to the converting holder.

(c) CONVERSION PRICE. The initial Conversion
Price shall be $5.7525. In order to prevent dilution of the conversion rights
granted, the Conversion Price shall be subject to adjustment from time to
time. If at any time the Corporation issues or sells, or is deemed to have
issued or sold, any Common Stock (other than Excluded Securities (as
hereinafter defined)) ("ADDITIONAL STOCK") for a consideration per share less
than the Conversion Price in effect immediately prior to the time of such
issue or sale, then forthwith upon such issue or sale the Conversion Price
shall be reduced, in order to increase the shares of Common Stock into which
the Redeemable Preferred Stock is convertible, to that amount determined by
multiplying such Conversion Price in effect immediately prior to such sale or
issuance of Additional Stock by a fraction (i) the numerator of which shall
be the shares of Common Stock outstanding immediately prior to such sale or
issuance, plus the shares of Common Stock which the aggregate purchase price
for such Additional Stock so sold or issued would purchase at the Conversion
Price in effect immediately prior to such issuance and (ii) the denominator
of which shall be the shares of Common Stock outstanding immediately prior to
such sale or issuance plus the shares of Additional Stock so sold or issued.

(d) ANTI-DILUTION-ADJUSTMENTS

(i) ISSUANCE OF RIGHTS OR OPTIONS. If the
Corporation in any manner grants any rights or options to subscribe for or to
purchase Common Stock or any other securities convertible into or
exchangeable for Common Stock (such rights or options being herein called
"Options" and such convertible or exchangeable securities being herein called
"CONVERTIBLE SECURITIES") and the price per share for which Common Stock is
issuable upon the exercise of such options or upon conversion or exchange of
such Convertible Securities is less than the Conversion Price in effect
immediately prior to the time of the granting of such Options, then the total
maximum shares of Common Stock issuable upon the exercise of such Options or
upon conversion or exchange of the total maximum amount of such Convertible
Securities issuable upon the exercise of such Options shall be deemed to be
outstanding and to have been issued and sold by the Corporation for such
price per share. For purposes of this paragraph, the "PRICE PER SHARE FOR
WHICH SHARES ARE ISSUABLE" shall be determined by dividing (A) the total
amount, if any, received or receivable by the Corporation as consideration
for the granting of such Options, plus the minimum aggregate amount of
additional consideration payable to the Corporation upon exercise of all such
Options, plus in the case of such Options

-4-

<PAGE>

which relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the
issuance or sale of such Convertible Securities and the conversion or
exchange thereof, by (B) the total maximum shares of Common Stock issuable
upon the exercise of all such Options or upon the conversion or exchange of
all such Convertible Securities issuable upon the exercise of such Options.
No further adjustment of the Conversion Price shall be made when Convertible
Securities are actually issued upon the exercise of such Options or when
shares are actually issued upon the exercise of such Options or the
conversion or exchange of such Convertible Securities.

(ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Corporation in any
manner issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon such conversion or exchange is less than
the Conversion Price in effect immediately prior to the time of such issue or
sale, then the maximum shares of Common Stock issuable upon conversion or
exchange of such Convertible Securities shall be deemed to be outstanding and
to have been issued and sold by the Corporation for such price per share.
For the purposes of this paragraph, the "PRICE PER SHARE FOR WHICH COMMON
STOCK IS ISSUABLE" shall be determined by dividing (A) the total amount
received or receivable by the Corporation as consideration for the issue or
sale of such Convertible Securities, plus the minimum aggregate amount of
additional consideration if any, payable to the Corporation upon the
conversion or exchange thereof, by (B) the total maximum shares of Common
Stock issuable upon the conversion or exchange of all such Convertible
Securities. No further adjustment of the Conversion Price shall be made when
shares are actually issued upon the conversion or exchange of such
Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustments of the
Conversion Price had been or are to be made pursuant to other provisions, no
further adjustment of the Conversion Price shall be made by reason of such
issue or sale.

(iii) CHANGE IN OPTION PRICE OR CONVERSION PRICE. If the purchase
price provided for in any Options, the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities, or the
rate at which any Convertible Securities are convertible into or exchangeable
for Common Stock change at any time, and such change is not due solely to the
operation of anti-dilution provisions similar in nature to those set forth in
this Section 4(d), the Conversion Price in effect at the time of such change
shall be readjusted to the Conversion Price which would have been in effect
at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or changed
conversion rate, as the case may be, at the time initially granted, issued or
sold.

(iv) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
SECURITIES. Upon the expiration of any Option or the termination of any
right to convert or exchange any Convertible Security without the exercise of
any such Option or right, the Conversion Price then in effect hereunder shall
be adjusted to the Conversion Price which would have been in effect at the
time of such expiration or termination had such Option or

-5-

<PAGE>

Convertible Security, to the extent outstanding immediately prior to such
expiration or termination, never been issued.

(v) CALCULATION OF CONSIDERATION RECEIVED. If any Additional Stock,
Option or Convertible Security is issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor shall be deemed
to be the net amount received by the Corporation therefor. In case any
Additional Stock, Options or Convertible Securities are issued or sold for a
consideration other than cash, the amount of consideration other than cash
received by the Corporation shall be the fair value of such consideration as
determined by the unanimous decision of the Board of Directors. If any
Additional Stock, Option or Convertible Security is issued in connection with
any merger in which the Corporation is the surviving entity, the amount of
consideration therefor shall be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is attributable
to such Additional Stock, Options or Convertible Securities, as the case may
be, as reasonably determined by the Board of Directors.

(vi) INTEGRATED TRANSACTIONS. In case any Option is issued in
connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for the consideration determined by the
unanimous decision of the Board of Directors.

(vii) CERTAIN EXCEPTIONS. Anything herein to the contrary
notwithstanding, no adjustment may be made to the Conversion Price by reason
of (A) the issuance of Common Stock upon conversion of Redeemable Preferred
Stock, (B) the issuance of Common Stock pursuant to the options and awards
described in Section 5.5(a) (vii) of the Unit Contribution Agreement among
the Corporation, Whittman-Hart, Ltd., Robert Bernard, F-WH Corporation and
PVP-WH Corporation dated as of December 28, 1995, a copy of which will be
provided to any stockholder who so requests, (C) the issuance of Employee
Warrants, (D) the issuance of Common Stock upon exercise of Employee Warrants
and (E) the issuance of Common Stock for which adjustments have been made in
accordance with subparagraph (i) or (ii) of this Section 4(d) (the securities
referred to in this subparagraph (vii) are herein referred to as the
"EXCLUDED SECURITIES").

(e) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Corporation at
any time subdivides its outstanding Common Stock into a greater number or
combines its outstanding Redeemable Preferred Stock into a lesser number, the
Conversion Price in effect immediately prior to such subdivision or
combination shall be proportionately reduced, and if the Corporation at any
time combines its outstanding Common Stock into a lesser number or subdivides
its outstanding Redeemable Preferred Stock into a larger number, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

(f) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. Any
capital reorganization, reclassification, consolidation, merger or sale of
all or

-6-

<PAGE>

substantially all of the Corporation's assets to another Person which is
effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities or assets
with respect to or in exchange for Common Stock is referred to herein as an
"ORGANIC CHANGE." Prior to the consummation of any Organic Change, the
Corporation shall make appropriate provisions (in form and substance
satisfactory to the holders of a majority of the Redeemable Preferred Stock)
to insure that each of the holders of Redeemable Preferred Stock shall
thereafter have the right to acquire and receive, in lieu of or in addition
to the Common Stock immediately theretofore acquirable and receivable upon
the conversion of such holder's Redeemable Preferred Stock, such shares of
stock, securities or assets as such holder would have received in connection
with such Organic Change if such holder had converted its Redeemable
Preferred Stock immediately prior to such Organic Change. In any such case,
the Corporation shall make appropriate provisions (in form and substance
satisfactory to the holders of a majority of the Redeemable Preferred Stock
then outstanding) to insure that the provisions of this Section shall
thereafter be applicable to the Redeemable Preferred Stock (including, in the
case of any such consolidation, merger or sale in which the successor or
purchasing entity is other than the Corporation, an immediate adjustment of
the Conversion Price in accordance with Section 4(c) based upon the value for
the Common Stock reflected by the terms of such consolidation, merger or
sale, and a corresponding immediate adjustment in the number of shares of
Common Stock acquirable and receivable upon conversion of Redeemable
Preferred Stock, if the value so reflected is less than the Conversion Price
in effect immediately prior to such consolidation, merger or sale). The
Corporation shall not effect any such consolidation, merger or sale, unless
prior to the consummation thereof, the successor entity (if other than the
Corporation) resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument (in form reasonably satisfactory to
the holders of a majority of the Redeemable Preferred Stock then
outstanding), the obligation to deliver to each such holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such holder may be entitled to acquire.

(g) NOTICES. Immediately upon any adjustment of the Conversion Price, the
Corporation shall give written notice thereof to all holders of Redeemable
Preferred Stock. The Corporation shall give written notice to all holders
Redeemable Preferred Stock as soon as possible but in any event at least 10
days prior to the date on which the Corporation (i) makes any distribution
solely upon Common Stock, or (ii) makes any pro rata subscription offer
solely to holders of Common Stock. The Corporation shall also give written
notice to the holders of Redeemable Preferred Stock as soon as possible but
in any event at least 10 days prior to the date on which any Organic Change
is intended to take place.

5. REDEMPTION.

(a) A holder of Redeemable Preferred Stock may elect, by written notice
delivered to the Corporation, to require the Corporation to redeem all (but
not less than all) of the Redeemable Preferred Stock then held by such
holder. Such election may be made at any time after the earlier of (i) the
date on which a Change in Control (as hereinafter defined) occurs, (ii) the
occurrence of an Event of Noncompliance as defined in the Unit

-7-

<PAGE>

Contribution Agreement among the Corporation, Whittman-Hart, Ltd., Robert
Bernard, F-WH Corporation and PVP-WH Corporation dated as of December 28,
1995, a copy of which will be provided to any stockholder who so requests, or
(iii) July 31, 2000. In the event that the holder of Redeemable Preferred
Stock makes an election under this subsection, the Corporation shall redeem
the Redeemable Preferred Stock held by such holder on a date mutually agreed
to by the Board of Directors and the holder of the Redeemable Preferred
Stock, but in any event not later than sixty days after the delivery of the
aforesaid notice. The redemption price for each share of Redeemable Preferred
Stock redeemed shall be an amount equal to the Liquidation Preference with
respect to such Redeemable Preferred Stock. "CHANGE IN CONTROL" means (i) the
acquisition by any Person(s) (as hereinafter defined), other than Robert
Bernard, of the right, by virtue of ownership of voting securities of the
Corporation or otherwise, to elect or designate a majority of the members of
the Board of Directors, (ii) the approval by stockholders of the Corporation
of an agreement to merge or consolidate with another corporation, unless
following the consummation of such merger or consolidation Robert Bernard
continues to have the right, by virtue of his ownership of voting securities
or otherwise, to elect or designate a majority of the members of the Board of
Directors of the surviving corporation, or (c) the sale, in one or more
transactions, of an aggregate of 400,000 or more shares of Common Stock.
"PERSON" means any natural person, corporation, firm, joint venture, limited
liability company, partnership, trust, unincorporated association, government
or any department or agency of government.

(b) At any time after July 31, 2002, the Board of
Directors may elect, by written notice delivered to any holder of Redeemable
Preferred Stock then outstanding, to cause the Corporation to redeem all (but
not less than all) the Redeemable Preferred Stock then held by such holder.
In the event that the Board of Directors causes the Corporation to make an
election under this subsection, the Corporation shall redeem the Redeemable
Preferred Stock held by such holder on a date mutually agreed to by the Board
of Directors and the holder of the Redeemable Preferred Stock, but in any
event not later than five business days after the delivery of the aforesaid
notice. The redemption price for each share of Redeemable Preferred Stock
redeemed shall be the Stated Value.

(c) In the event that the Redeemable Preferred Stock of
any holder is required to be redeemed as a result of an election under
subsection (a) or subsection (b), the Board of Directors shall cause a notice
to be delivered to all the stockholders, which notice shall disclose the
required redemption and the date on which the redemption is required to be
effected (the "REDEMPTION DATE"). Such notice shall be given not later than
20 days prior to the Redemption Date. On the redemption date, the Corporation
shall pay to each stockholder whose Redeemable Preferred Stock is required to
be redeemed on such date, by wire transfer of immediately available funds, an
amount equal to one-third of the aggregate redemption price owing to such
holder on such date (determined in accordance with subsection (a) or
subsection (b), whichever applies). The remainder of the redemption price shall
be payable by the Corporation in two equal installments on the first and
second anniversaries of the Redemption Date, together with interest at the
rate of 10% per annum. The Corporation may, at its option, prepay, in whole
or in part, the redemption price at any time after the Redemption Date.

-8-

<PAGE>

Prepayments shall be applied first to accrued interest on that portion of the
redemption price being prepaid and the remainder to the prepayment of the
redemption price.

6. REISSUANCE FOLLOWING CONVERSION PROHIBITED. The
reissuance of shares of Redeemable Preferred Stock following their conversion
into Common Stock is prohibited, and upon the filing of a certificate stating
that such reissuance is prohibited and reciting the retirement of such
shares, all reference to such shares in this Amended and Restated Certificate
of Incorporation shall be eliminated.

C. PREFERRED STOCK. The Board of Directors is authorized, subject
to any limitations prescribed by law, to provide for the issuance of shares
of Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware (such certificate being hereinafter
referred to as a "PREFERRED STOCK DESIGNATION"), to establish from time to
time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof. The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote
of the holders of a majority of the Common Stock, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless a vote of
any such holders is required pursuant to the terms of any Preferred Stock
Designation.

D. COMMON STOCK. Except as otherwise provided by the General
Corporation Law of the State of Delaware, by this Amended and Restated
Certificate of Incorporation or any amendments thereto or by a Preferred
Stock Designation, all of the voting power of the Corporation shall be vested
in the holders of the Common Stock, and each holder of Common Stock shall
have one (1) vote for each share of Common Stock held by such holder on all
matters voted upon the stockholders.

FIFTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized
and empowered, in the manner provided in the By-Laws of the Corporation, to
make, alter, amend and repeal the By-Laws of the Corporation in any respect
not inconsistent with the laws of the State of Delaware or with this Amended
and Restated Certificate of Incorporation.

In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon it, the Board of Directors may exercise all such
powers and do all such acts as may be done by the Corporation, subject,
nevertheless, to the provisions of the laws of the State of Delaware, this
Amended and Restated Certificate of Incorporation and the By-Laws of the
Corporation.

SIXTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them, and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof, or

-9-

<PAGE>

on the application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of Title 8 of the Delaware
Code, or on the application of trustees in dissolution or of any receiver or
receivers appointed for this Corporation under the provisions of Section 279
of Title 8 of the Delaware Code, order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manners as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as a consequence
of such compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation as the case may be, and also on this Corporation.

SEVENTH: The books of the Corporation may be kept (subject to any provision
contained in the statutes) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of Directors or in
the By-Laws of the Corporation. Election of directors need not be by ballot
unless the By-Laws of the Corporation shall so provide. Meetings of
stockholders may be held within or outside of the State of Delaware, as the
By-Laws of the Corporation may provide.

EIGHTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit.

If the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of directors shall be eliminated or limited to the full extent
authorized by the General Corporation Law of the State of Delaware, as so
amended.

Any repeal or modification of this Article shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.

NINTH: A. Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, the number
of directors shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the Whole Board.
For purposes of this Amended and Restated Certificate of Incorporation, the
term "WHOLE BOARD" shall mean the total number of authorized directors
whether or not there exist any vacancies in previously authorized
directorships. The directors, other than those who may be elected by the
holders of any series of Preferred Stock under specified

-10-

<PAGE>

circumstances, shall be divided into three (3) classes, with the term of
office of the first class to expire at the Corporation's 1997 annual meeting
of stockholders, the term of office of the second class to expire at the
Corporation's 1998 annual meeting of stockholders and the term of office of
the third class to expire at the Corporation's 1999 annual meeting of
stockholders. At each annual meeting of stockholders, directors elected to
succeed those directors whose terms expire shall be elected for a term of
office to expire at the third succeeding annual meeting of stockholders after
their election.

B. Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall, unless otherwise provided by law or
by resolution of the Board of Directors, be filled only by a majority vote of
the directors then in office, though less than a quorum, and directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
chosen expires. No decrease in the authorized number of directors shall
shorten the term of any incumbent director.

C. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in
the by-laws of the Corporation.

D. Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any directors, or the entire Board of Directors, may
be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least sixty-six percent (66%) of the
voting power of all of the then-outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

TENTH: Indemnification of Directors and Officers.

A. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "PROCEEDING"), by reason of the fact that he or
she is or was a director or an officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "INDEMNITEE"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than such law permitted the Corporation

-11-

<PAGE>

to provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as
provided in Section C of this ARTICLE TENTH with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.

B. RIGHTS TO ADVANCEMENT OF EXPENSES. The right to indemnification
conferred in Section A of this ARTICLE TENTH shall include the right to be
paid by the Corporation the expenses (including attorneys' fees) incurred in
defending any such proceeding in advance of its final disposition
(hereinafter an "ADVANCEMENT OF EXPENSES"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "UNDERTAKING"), by or on behalf of such indemnitee, to repay
all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "FINAL ADJUDICATION") that such indemnitee is not entitled to
be indemnified for such expenses under this Section B or otherwise. The
rights to indemnification and to the advancement of expenses conferred in
Sections A and B of this ARTICLE TENTH shall be contract rights and such
rights shall continue as to an indemnitee who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the indemnitee's
heirs, executors and administrators.

C. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section A
or B of this ARTICLE TENTH is not paid in full by the corporation within
sixty (60) days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in which case
the applicable period shall be twenty (20) days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or
in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to
be paid also the expense of prosecuting or defending such suit. In (i) any
suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to
an advancement of expenses) it shall be a defense that, and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the Corporation shall be entitled to recover
such expenses upon a final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met
the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders)

-12-

<PAGE>

that the indemnitee has not met such applicable standard of conduct, shall
create a presumption that the indemnitee has not met the applicable standard
of conduct or, in the case of such a suit brought by the indemnitee, be a
defense to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder, or
brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article TENTH or otherwise shall be on the Corporation.

D. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification
and to the advancement of expenses conferred in this ARTICLE TENTH shall not
be exclusive of any other right which any person may have or hereafter acquire
under any statute, this Amended and Restated Certificate of Incorporation,
the Corporation's By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.

E. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

F. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION.
The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this ARTICLE TENTH with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

ELEVENTH: No amendment or repeal of Article EIGHTH or TENTH of this
Amended and Restated Certificate of Incorporation shall apply to or have any
effect on the right of any individual referred to in Article EIGHTH or TENTH
for or with respect to acts or omissions of such individual occurring prior
to such amendment or repeal.

TWELFTH: The Corporation expressly elects to be governed by Section 203
of the General Corporation Law of the State of Delaware, provided that this
Article TWELFTH shall not apply to any business combination (as defined in
said Section 203) between the Corporation and any person who became an
interested stockholder (as defined in said Section 203) of the Corporation on
or prior to April 3, 1996.

THIRTEENTH: The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

FOURTEENTH: This Amended and Restated Certificate of Incorporation,
which restates

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<PAGE>

and integrates and further amends the provisions of the Corporation's
Certificate of Incorporation, has been duly adopted in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, WHITTMAN-HART, INC. has caused this certificate to
be executed by its Vice President this 30th day of April, 1996.

WHITTMAN-HART, INC.

By: /s/ Edward V. Szofer
--------------------------------
Edward V. Szofer, Vice President

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<PAGE>

McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606

December 17, 1996

Whittman-Hart, Inc.
311 South Wacker Drive, Suite 3500
Chicago, Illinois 60606

Re: Registration Statement on Form S-1
----------------------------------

Ladies and Gentlemen:

You have requested our opinion in connection with the above-referenced
registration statement (the "Registration Statement"), under which
Whittman-Hart, Inc. (the "Company") intends to register 4,066,400 shares
(the "Shares") of Common Stock, par value $.001 per share, of the Company
("Common Stock").

In arriving at the opinion expressed below, we have examined the
Registration Statement and such other documents as we have deemed necessary to
enable us to express the opinion hereinafter set forth. In addition, we have
examined and relied, to the extent we deem proper, on certificates of officers
of the Company as to factual matters, and on the originals or copies certified
or otherwise identified to our satisfaction, of all such corporate records of
the Company and such other instruments and certificates of public officials and
other persons as we have deemed appropriate. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
the genuineness of all signatures on documents reviewed by us and the legal
capacity of natural persons.

Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued pursuant to the transactions contemplated by

<PAGE>

Whittman-Hart, Inc.
December 17, 1996
Page 2

the Registration Statement, and upon the proper approval of the board
of directors of the Company in connection therewith, will be duly
authorized, validly issued, fully paid and non-assessable.

We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

McDermott, Will & Emery

<PAGE>

EXHIBIT 11

WHITTMAN-HART, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>

Net income $ 1,683,866 $ 603,480 $ 3,428,554 $ 1,409,186
Pro forma adjustment to provision for
income taxes - 225,976 - 527,677
------------ ------------ ------------ ------------
Net income attributable to common
stock (pro forma in 1995) $ 1,683,866 $ 377,504 $ 3,428,554 $ 881,509
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------

Weighted average common shares outstanding 18,823,788 11,127,456 15,005,570 11,236,422
Effect of stock options calculated according
to the treasury stock method 1,450,660 1,094,780 1,298,712 1,094,780
Conversion of redeemable preferred stock - 1,912,148 861,518 1,912,148
------------ ------------ ------------ ------------
Weighted average common and common
equivalent shares outstanding 20,274,448 14,134,384 17,165,800 14,243,350
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net income per share (pro forma in 1995) $ 0.08 $ 0.03 $ 0.20 $ 0.06
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>

<PAGE>

EXHIBIT 23.1

ACCOUNTANTS' CONSENT

The Board of Directors and Stockholders
Whittman-Hart, Inc.:

We consent to the use of our reports included herein and to the reference to our
firm under the headings "Selected Financial Data" and "Experts" in the
Prospectus.

/S/ KPMG Peat Marwick LLP

Chicago, Illinois
December 16, 1996

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF SEPTEMBER 30, 1996 AND THE STATEMENT OF EARNINGS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY THE REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 52,036
<SECURITIES> 11,560
<RECEIVABLES> 13,427
<ALLOWANCES> 273
<INVENTORY> 0
<CURRENT-ASSETS> 78,546
<PP&E> 7,760
<DEPRECIATION> 2,307
<TOTAL-ASSETS> 84,242
<CURRENT-LIABILITIES> 7,796
<BONDS> 0
0
0
<COMMON> 20
<OTHER-SE> 75,599
<TOTAL-LIABILITY-AND-EQUITY> 84,242
<SALES> 0
<TOTAL-REVENUES> 62,164
<CGS> 0
<TOTAL-COSTS> 37,204
<OTHER-EXPENSES> 20,059
<LOSS-PROVISION> 304
<INTEREST-EXPENSE> 47
<INCOME-PRETAX> 5,510
<INCOME-TAX> 2,082
<INCOME-CONTINUING> 3,429
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<NET-INCOME> 3,429
<EPS-PRIMARY> 0.40
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</TABLE>