WHITTMAN HART INC, 424B4, 1996-08-22

WHITTMAN HART INC
424B4, 1996-08-22
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE>

PROSPECTUS
AUGUST 22, 1996

2,000,000 SHARES

WHITTMAN-HART, INC.
S

COMMON STOCK

Of the 2,000,000 shares of Common Stock being offered hereby, 1,050,000
shares are being sold by Whittman-Hart, Inc. ("Whittman-Hart" or the "Company")
and 950,000 shares are being sold by the Selling Stockholders. See "Principal
and Selling Stockholders." The Company will not receive any part of the proceeds
from the sale of shares by the Selling Stockholders.

The Common Stock is traded on the Nasdaq National Market under the symbol
"WHIT." On August 21, 1996, the last reported sale price of the Common Stock was
$29 1/2 per share. See "Price Range of Common Stock."

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

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

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

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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS PROCEEDS TO
TO THE DISCOUNTS AND TO THE THE SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) STOCKHOLDERS
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share..................... $28.50 $1.57 $26.93 $26.93
Total (3)..................... $57,000,000 $3,140,000 $28,276,500 $25,583,500
- ------------------------------------------------------------------------------------------------
</TABLE>

(1) SEE "UNDERWRITING" FOR INDEMNIFICATION ARRANGEMENTS WITH THE UNDERWRITERS.

(2) BEFORE DEDUCTING EXPENSES ESTIMATED AT $500,000, WHICH WILL BE PAID BY THE
COMPANY.

(3) CERTAIN SELLING STOCKHOLDERS HAVE GRANTED TO THE UNDERWRITERS A 30-DAY
OPTION TO PURCHASE UP TO 300,000 ADDITIONAL SHARES AT THE PRICE TO THE
PUBLIC LESS UNDERWRITING DISCOUNTS AND COMMISSIONS, SOLELY TO COVER OVER-
ALLOTMENTS, IF ANY. IF SUCH OPTION IS EXERCISED IN FULL, THE TOTAL PRICE TO
THE PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS, PROCEEDS TO THE COMPANY
AND PROCEEDS TO THE SELLING STOCKHOLDERS WILL BE $65,550,000, $3,611,000,
$28,276,500 AND $33,662,500, RESPECTIVELY. SEE "PRINCIPAL AND SELLING
STOCKHOLDERS" AND "UNDERWRITING."

The shares of Common Stock are being offered by the several Underwriters
when, as and if delivered to and accepted by the Underwriters and subject to
various prior conditions, including their right to reject orders in whole or in
part. It is expected that delivery of share certificates will be made in New
York, New York, on or about August 27, 1996.

DONALDSON, LUFKIN & JENRETTE VOLPE, WELTY & COMPANY
SECURITIES CORPORATION
<PAGE>
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 THOSE
DISCUSSED IN "RISK FACTORS."

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

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS AND CERTAIN SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. SEE "UNDERWRITING."

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

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) ASSUMES THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION IS NOT
EXERCISED; (II) GIVES RETROACTIVE EFFECT TO A 4 FOR 1 SPLIT OF THE SHARES OF
COMMON STOCK, $.001 PAR VALUE PER SHARE (THE "COMMON STOCK"), EFFECTED ON APRIL
3, 1996; AND (III) REFLECTS THE CONVERSION OF THE COMPANY'S REDEEMABLE
CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE PER SHARE (THE "REDEEMABLE
PREFERRED STOCK") INTO 956,074 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 six months ended June 30, 1996 were $38.9
million, an increase of 82% from $21.4 million in the corresponding 1995 period.
From June 30, 1995 to June 30, 1996, the number of consultants increased 69%
from 425 to 718.

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 an
additional branch, scheduled to open in late 1996. 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 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.

3
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.............. 1,050,000 shares
Common Stock offered by the Selling 950,000 shares
Stockholders.....................................
Common Stock to be outstanding after the 10,003,752 shares (1)
offering.........................................
Use of proceeds.................................. General corporate purposes, including
working capital, branch expansion and
possible acquisitions of related
businesses.
Nasdaq National Market symbol.................... WHIT
</TABLE>

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(1) Excludes: (i) options outstanding on the date hereof to purchase 907,238
shares at a weighted average exercise price of $6.76; (ii) 1,132,522 shares
reserved for issuance upon exercise of options that may be granted in the
future under the Company's 1995 Incentive Stock Plan; and (iii) 400,000
shares reserved for issuance under the Company's Employee Stock Purchase
Plan. See "Management -- Stock Plans," "Description of Capital Stock" and
Note 10 of Notes to Financial Statements.

SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 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 $ 21,412 $ 38,863
Gross profit................................... 6,849 7,395 9,593 11,816 19,430 8,282 15,501
Operating income............................... 177 713 1,037 1,175 1,713 905 2,539
Net income..................................... 8 693 1,100 1,100 1,780 806 1,745
Net income per share........................... $0.22
Shares used in computing net income per
share......................................... 7,806
Pro forma net income (2)....................... 8 679 1,073 855 1,114 504
Pro forma net income per share (2)(3).......... $0.16 $0.07
Shares used in computing pro forma net income
per share (3)................................. 7,065 7,149
Supplementary pro forma net income per share
(4)........................................... $0.17
</TABLE>

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
-------------------------
ACTUAL AS ADJUSTED(5)
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents and short-term investments............................... $ 33,109 $ 60,885
Working capital.................................................................... 40,649 68,426
Total assets....................................................................... 54,152 81,929
Total stockholders' equity......................................................... 45,524 73,300
</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 111,996 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."

(5) Adjusted to give effect to the sale of 1,050,000 shares of Common Stock
offered by the Company hereby at the public offering price of $28 1/2 per
share and the application of the estimated net proceeds therefrom. See "Use
of Proceeds" and "Capitalization."

4
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS, INVESTORS
SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN CONNECTION WITH AN INVESTMENT
IN THE SHARES OF COMMON STOCK OFFERED HEREBY (THE "SHARES").

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
June 30, 1995 through June 30, 1996, the number of consultants increased from
425 to 718 and further significant increases are anticipated during the current
year. The Company opened a Dallas branch in January 1996, and plans to open an
additional branch in late 1996. The Company also intends to open additional
offices in the future. 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

5
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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 six
months of 1996, revenues from the Company's ten most significant clients
accounted for approximately 33% of its revenues, and its largest client
accounted for approximately 10% and 8% 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."

CONTROL BY PRINCIPAL STOCKHOLDER

After completion of this offering, Mr. Bernard will beneficially own
approximately 38.4% of the Company's outstanding shares of Common Stock. As a
result, Mr. Bernard will, as a practical matter,

6
<PAGE>
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 $16 per share. Between May 3, 1996 and
August 21, 1996, the closing sale price has ranged from a low of $23 5/8 per
share to a high of $41 1/2 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 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."

7
<PAGE>
SIGNIFICANT UNALLOCATED NET PROCEEDS

None of the anticipated net proceeds of this offering is designated for
specific uses. Therefore, the Board of Directors of the Company will have broad
discretion with respect to the use of the net proceeds of this offering. See
"Use of Proceeds."

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."

SHARES ELIGIBLE FOR FUTURE SALE

Immediately after completion of this offering, the Company will have
10,003,752 shares of Common Stock outstanding, of which the 2,000,000 shares
sold pursuant to this offering as well as the 3,105,000 shares sold in the
initial public offering will be freely tradeable without restriction or further
registration under the Securities Act of 1933, as amended (the "Securities
Act"), except those shares acquired by affiliates of the Company. Holders of the
remaining shares will be eligible to sell such shares pursuant to Rule 144
("Rule 144") under the Securities Act at prescribed times and subject to the
manner of sale, volume, notice and information restrictions of Rule 144. The
Company has granted certain institutional investors and their transferees and
Mr. Szofer certain demand and piggyback registration rights covering an
aggregate of 454,574 shares of Common Stock (154,574 shares if the Underwriter's
over-allotment option is exercised in full). In addition, 865,238 shares of
Common Stock (88,056 of which are currently exercisable) are issuable upon the
exercise of outstanding stock options, which shares have been registered by the
Company under the Securities Act and after issuance upon exercise will be freely
tradeable without restriction. The Company, together with certain of its
stockholders (holding in the aggregate 4,880,626 shares of Common Stock upon
consummation of this offering), have agreed not to offer, sell, contract to sell
or otherwise dispose of, directly or indirectly, any Common Stock, or any
securities convertible into or exchangeable or exercisable for Common Stock,
until October 30, 1996, without the prior consent of Donaldson, Lufkin &
Jenrette Securities Corporation. Sales of substantial amounts of such shares in
the public market or the availability of such shares for future sale could
adversely affect the market price of the shares of Common Stock and the
Company's ability to raise additional capital at a price favorable to the
Company. See "Shares Eligible for Future Sale" and "Underwriting."

8
<PAGE>
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.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Shares are
approximately $27.8 million, based on the price to the public of $28 1/2 per
share and after deducting Underwriters' discounts and commissions and estimated
offering expenses. The principal purposes of this offering are to increase the
Company's equity capital and financial flexibility and provide working capital
to fund the Company's growth strategy. See "Business -- Growth Strategy" and "--
Operational Investments."

The Company anticipates that the net proceeds of this offering will be used
primarily for general corporate purposes, including working capital, branch
expansion and possible acquisitions of related businesses. There can be no
assurances that the Company will open any new offices or that it will make any
acquisitions. As of the date of this Prospectus, the Company has no agreements,
understanding or commitments regarding the acquisition of any other business.
Pending such uses, the Company intends to invest the net proceeds from this
offering in investment grade, short-term, interest-bearing securities.

The Company will not receive any of the proceeds from the sale of Common
Stock by the Selling Stockholders. See "Principal and Selling Stockholders."

9
<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> <C> <C>
Second Quarter (from May 3, 1996).................................................... $ 41 1/2 $ 24 1/2
Third Quarter (through August 21, 1996).............................................. 34 1/4 23 5/8
</TABLE>

On August 21, 1996, the last reported sale price of the Common Stock was
$29 1/2 per share. At August 20, 1996, the Company had approximately 43
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.

CAPITALIZATION

The following table sets forth the capitalization of the Company: (i) as of
June 30, 1996 and (ii) as adjusted to reflect the sale of 1,050,000 shares of
Common Stock offered by the Company in this offering at the public offering
price of $28 1/2 per share and the application of the estimated net proceeds
therefrom. As of June 30, 1996, the Company had no long-term debt. The
information set forth below should be read in conjunction with the Financial
Statements and related Notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" contained elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
----------------------
ACTUAL AS ADJUSTED
(IN THOUSANDS)
<S> <C> <C>
Long-term debt............................................................................ $ -- $ --
Stockholders' equity:
Preferred stock, $.001 par value; 3,000,000 shares authorized, none issued and
outstanding............................................................................ -- --
Common stock, $.001 par value; 15,000,000 shares authorized, 8,959,210 issued on an
actual basis; 10,009,210 issued as adjusted (1)........................................ 9 10
Additional paid-in capital................................................................ 43,757 71,532
Retained earnings......................................................................... 1,795 1,795
Deferred compensation..................................................................... (13) (13 )
Common stock held in treasury, at cost; 7,698 shares...................................... (24) (24 )
--------- -----------
Total common stockholders' equity......................................................... 45,524 73,300
--------- -----------
Total capitalization.................................................................... $ 45,524 $ 73,300
--------- -----------
--------- -----------
</TABLE>

- ------------------------
(1) Excludes: (i) an aggregate of 911,294 shares issuable upon the exercise of
stock options outstanding at June 30, 1996; (ii) 1,126,706 shares reserved
for issuance upon exercise of options that may be granted in the future
under the Company's 1995 Incentive Stock Plan; and (iii) 400,000 shares
reserved for issuance under the Company's Employee Stock Purchase Plan. See
"Management -- Stock Plans," "Description of Capital Stock" and Note 10 of
Notes to Financial Statements.

10
<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 six-month periods ended June 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 six months ended
June 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>
SIX
MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- ---------
1991 1992 1993 1994 1995 1995
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA: (1)
Revenues.............................................. $ 17,881 $ 18,632 $ 23,422 $ 29,543 $ 49,822 $ 21,412
Cost of services...................................... 11,032 11,237 13,829 17,727 30,392 13,130
--------- --------- --------- --------- --------- ---------
Gross profit........................................ 6,849 7,395 9,593 11,816 19,430 8,282
Costs and expenses:
Selling............................................. 1,026 946 1,073 1,431 2,497 1,104
Recruiting.......................................... 665 471 769 1,121 2,181 1,014
General and administrative.......................... 4,981 5,265 6,714 8,089 13,039 5,259
--------- --------- --------- --------- --------- ---------
Total costs and expenses.......................... 6,672 6,682 8,556 10,641 17,717 7,377
--------- --------- --------- --------- --------- ---------
Operating income...................................... 177 713 1,037 1,175 1,713 905
Other income (expense)................................ (167) (18) 66 (36) 17 (99)
--------- --------- --------- --------- --------- ---------
Income before income taxes............................ 10 695 1,103 1,139 1,730 806
Income taxes.......................................... 2 2 3 29 (50) --
--------- --------- --------- --------- --------- ---------
Net income............................................ 8 693 1,100 1,110 1,780 806
Net income per share..................................
Shares used in computing net income per share.........
Pro forma adjustment to provision for income taxes
(2).................................................. -- 14 27 255 666 302
--------- --------- --------- --------- --------- ---------
Pro forma net income(2)............................... $ 8 $ 679 $ 1,073 $ 855 $ 1,114 $ 504
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
Pro forma net income per share (2)(3)................. $ 0.16 $ 0.07
--------- ---------
--------- ---------
Shares used in computing pro forma net income per
share................................................ 7,065 7,149
--------- ---------
--------- ---------
Supplementary pro forma net income per share
(unaudited) (4)...................................... $ 0.17
---------
---------

<CAPTION>
1996
<S> <C>
STATEMENT OF OPERATIONS DATA: (1)
Revenues.............................................. $ 38,863
Cost of services...................................... 23,362
---------
Gross profit........................................ 15,501
Costs and expenses:
Selling............................................. 1,710
Recruiting.......................................... 1,607
General and administrative.......................... 9,645
---------
Total costs and expenses.......................... 12,962
---------
Operating income...................................... 2,539
Other income (expense)................................ 304
---------
Income before income taxes............................ 2,843
Income taxes.......................................... 1,098
---------
Net income............................................ 1,745
---------
---------
Net income per share.................................. $ 0.22
---------
---------
Shares used in computing net income per share......... 7,806
---------
---------
Pro forma adjustment to provision for income taxes
(2)..................................................
Pro forma net income(2)...............................
Pro forma net income per share (2)(3).................
Shares used in computing pro forma net income per
share................................................
Supplementary pro forma net income per share
(unaudited) (4)......................................
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF
------------------------------------------------------------------ JUNE 30,
PRO FORMA ---------
1991 1992 1993 1994 1995 1995(5) 1995
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents and short-term
investments.................................. $ 493 $ -- $ -- $ -- $ 4,083 $ 4,083 $ --
Working capital (deficit)..................... (1,646) (1,514) (210) 613 4,196 4,196 1,143
Total assets.................................. 4,211 3,808 4,797 7,246 17,229 17,229 8,748
Long-term debt, less current portion.......... 2,145 1,044 610 1,600 1,135 1,135 1,735
Redeemable convertible preferred stock........ -- -- -- -- 5,584 -- --
Total stockholders' equity (deficit).......... (2,770) (1,700) (188) 992 271 5,855 1,696

1996
<S> <C>
BALANCE SHEET DATA:
Cash and cash equivalents and short-term
investments.................................. $ 33,109
Working capital (deficit)..................... 40,649
Total assets.................................. 54,152
Long-term debt, less current portion.......... --
Redeemable convertible preferred stock........ --
Total stockholders' equity (deficit).......... 45,524
</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.

11
<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

12
<PAGE>

generated annual revenue and gross profit growth since inception. In addition,
the Company has also 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
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE -------------
30,
------------------------------------- ------------- 1994 COMPARED
1993 1994 1995 1995 1996 TO 1993
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.............................. 100% 100% 100% 100% 100% 26%
Cost of services...................... 59 60 61 61 60 28
--- --- --- --- ---
Gross profit........................ 41 40 39 39 40 23
Costs and expenses:
Selling............................. 5 5 5 5 4 33
Recruiting.......................... 3 4 4 5 4 46
General and administrative.......... 29 27 26 25 25 20
--- --- --- --- ---
Total costs and expenses.......... 37 36 35 35 33 24
--- --- --- --- ---
Operating income...................... 4 4 4 4 7 13
Other income (expense)................ 1 -- -- -- -- *
--- --- --- --- ---
Income before income taxes............ 5 4 4 4 7 3
Income taxes.......................... -- -- -- -- 3 *
--- --- --- --- ---
Net income............................ 5% 4% 4% 4% 4% 1
--- --- --- --- ---
--- --- --- --- ---

<CAPTION>
JUNE 30, 1996
1995 COMPARED COMPARED
TO 1994 TO JUNE 30, 1995
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.............................. 69% 82%
Cost of services...................... 71 78
Gross profit........................ 64 87
Costs and expenses:
Selling............................. 74 55
Recruiting.......................... 95 58
General and administrative.......... 61 83
Total costs and expenses.......... 67 76
Operating income...................... 46 181
Other income (expense)................ * *
Income before income taxes............ 52 253
Income taxes.......................... * *
Net income............................ 60 117
</TABLE>

- ------------------------
*Not meaningful.

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO JUNE 30, 1995

REVENUES. Revenues increased 82% to $38.9 million in the first six months
of 1996 from $21.4 million for the first six months of 1995. Each of the
Company's five established branch offices experienced revenue growth in excess
of 75% for the first six months of 1996 as compared to the first six months of
1995. Revenues from the Company's ten most significant clients grew 76%, but as
a percentage of revenues remained constant at approximately 33%.

GROSS PROFIT. Gross profit consists of revenues less cost of services,
which includes consultant salaries and benefits. Gross profit increased 87% to
$15.5 million in the first six months of 1996 from $8.3 million in the first six
months of 1995. Gross profit as a percentage of revenues increased to 40% in the
first six months of 1996 from 39% in the comparable 1995 period. The Company
continued to benefit from prior investments made in newer branches and business
units.

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 55% to

13
<PAGE>
$1.7 million in the first six months of 1996 from $1.1 million in the first six
months of 1995. As a percentage of revenues, selling expenses decreased to 4% in
the first six months of 1996 as compared to 5% for the comparable period in
1995. The decrease is attributable to a change in the structure of the sales
commission plan. Selling expenses have a large variable component relating to
revenue growth, and therefore are expected to remain relatively constant as a
percentage of revenues in the future.

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
58% to $1.6 million in the first six months of 1996 from $1.0 million in the
first six months of 1995. As a percentage of revenues, recruiting expenses
decreased to 4% in the first six months of 1996 from 5% in the comparable 1995
period. The number of consultants increased 69% to 718 as of June 30, 1996 from
425 as of June 30, 1995, while total recruiting costs per hire remained constant
at approximately $5,700.

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 83% to $9.6
million in the first six months of 1996 from $5.3 million in the first six
months of 1995. The increase is primarily attributable to a general increase in
corporate costs (approximately 25% 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 13% of such increase). As a percentage of revenues,
general and administrative costs remained constant at 25%.

OTHER INCOME (EXPENSE). Other income (expense) increased $0.4 million in
the first six months of 1996 as compared to the comparable period in 1995. The
increase is primarily attributable to interest earned on investments of
available net proceeds from the Company's initial public offering.

INCOME TAXES. Income tax expense was $1.1 million (effective rate of 39%)
in the first six months of 1996 as compared to $0.3 million (effective rate of
37%) provided on a pro forma basis in the first six months of 1995. Prior to
December 31, 1995, the Company operated as a partnership. The pro forma tax
adjustment for the first six months of 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.

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%.

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

14
<PAGE>
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.

15
<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 June
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
-----------------------------------------------------------------------------------------
SEP. 30, DEC. 31, MAR. 31, JUNE 30, SEP. 30, DEC. 31, MAR. 31,
1994 1994 1995 1995 1995 1995 1996
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.......................... $ 7,561 $ 8,500 $ 9,672 $ 11,740 $ 13,194 $ 15,216 $ 17,794
Cost of services.................. 4,658 5,172 5,946 7,184 7,993 9,269 10,675
----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross profit.................... 2,903 3,328 3,726 4,556 5,201 5,947 7,119
Costs and expenses:
Selling......................... 368 389 528 576 660 733 799
Recruiting...................... 340 352 479 535 643 524 734
General and administrative...... 2,017 2,218 2,330 2,929 3,343 4,437 4,468
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total costs and expenses...... 2,725 2,959 3,337 4,040 4,646 5,694 6,001
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating income.................. 178 369 389 516 555 253 1,118
Other income (expense)............ (7) 39 (58) (41) 48 68 (5)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income before income taxes........ 171 408 331 475 603 321 1,113
Income taxes...................... 4 12 -- -- -- (50) 445
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income........................ $ 167 $ 396 $ 331 $ 475 $ 603 $ 371 $ 668
----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- -----------

QUARTERS ENDED
-----------------------------------------------------------------------------------------
SEP. 30, DEC. 31, MAR. 31, JUNE 30, SEP. 30, DEC. 31, MAR. 31,
1994 1994 1995 1995 1995 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.......................... 100% 100% 100% 100% 100% 100% 100%
Cost of services.................. 62 61 62 61 61 61 60
----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross profit.................... 38 39 38 39 39 39 40
Costs and expenses:
Selling......................... 5 5 5 5 5 5 5
Recruiting...................... 4 4 5 5 5 3 4
General and administrative...... 27 26 24 25 25 29 25
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total costs and expenses...... 36 35 34 35 35 37 34
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating income.................. 2 4 4 4 4 2 6
Other income (expense)............ * 1 (1) * 1 * *
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income before income taxes........ 2 5 3 4 5 2 6
Income taxes...................... * * -- -- -- * 2
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income........................ 2% 5% 3% 4% 5% 2% 4%
----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- -----------

JUNE 30,
1996

<S> <C>
Revenues.......................... $ 21,069
Cost of services.................. 12,687
-----------
Gross profit.................... 8,382
Costs and expenses:
Selling......................... 911
Recruiting...................... 873
General and administrative...... 5,177
-----------
Total costs and expenses...... 6,961
-----------
Operating income.................. 1,421
Other income (expense)............ 309
-----------
Income before income taxes........ 1,730
Income taxes...................... 653
-----------
Net income........................ $ 1,077
-----------
-----------

JUNE 30,
1996
<S> <C>
Revenues.......................... 100%
Cost of services.................. 60
-----------
Gross profit.................... 40
Costs and expenses:
Selling......................... 4
Recruiting...................... 4
General and administrative...... 25
-----------
Total costs and expenses...... 33
-----------
Operating income.................. 7
Other income (expense)............ 1
-----------
Income before income taxes........ 8
Income taxes...................... 3
-----------
Net income........................ 5%
-----------
-----------
</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.

16
<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 under which it may apply for
up to $5.0 million of 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 July 31, 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 initial public offering were used to retire the
Company's term facilities. The Company believes the net proceeds from the sale
of Common Stock offered hereby, together with existing sources of liquidity and
funds generated from operations, will provide adequate cash to fund its
anticipated cash needs, including funding the Company's growth strategy, 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.

17
<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 six months ended June 30,
1996, the Company's revenues were $38.9 million, an increase of 82% from $21.4
million in the corresponding 1995 period. From June 30, 1995 to June 30, 1996,
the number of consultants increased 69% from 425 to 718.

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 an additional branch is scheduled to open in
late 1996. 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 architectures, local and wide area networks,
shared databases and packaged application software. These

18
<PAGE>
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 business unit
addressing a specific area of IT and specific IT problems. This structure
enables the Company

19
<PAGE>
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 an additional branch is scheduled to open in
late 1996. In addition, the Company plans to begin 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 (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 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

20
<PAGE>
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.

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

21
<PAGE>
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.

22
<PAGE>
Set forth below is a list of the services and skills provided by each business
unit:

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

23
<PAGE>

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

24
<PAGE>

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

25
<PAGE>

26
<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%
of its revenues during 1995 and the first six months of 1996. 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 Jockey International Inc. Boise Cascade Office Products
NBC Television Stations Division Kraft General Foods, Inc. Corp.
Western Publishing Company, Inc. NutraSweet Company The HAVI Group L.P.
Sutter Home Winery, Inc. Robert Bosch Corporation

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

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

27
<PAGE>
consultants' business experience, to work with management to define business
requirements, to identify the 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.

28
<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 July 31, 1996, the Company employed
approximately 915 employees, of whom approximately 770 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

29
<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.

30
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company and their respective
ages and positions as of June 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..................................... 36 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.................................... 53 Director of Marketing and Sales
Robert F. Steel (1)(2)............................... 41 Director
Paul D. Carbery (1)(2)............................... 35 Director
Lawrence P. Roches (1)(2)............................ 44 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.

31
<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 Melson
Technologies, Inc., 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 8,000 shares of Common Stock at an exercise price
of $4.63 per share.

32
<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 -- 57,852 500
Vice President and Chief
Operating Officer

Kevin M. Gaskey ..................... 160,500 141,250(4) -- 62,000 500
Chief Financial Officer and
Treasurer

Susan B. Reardon .................... 132,500 27,000 -- 54,000 500
Director of Human Resources

Glen A. Metelmann ................... 135,000 20,400 -- 55,048 500
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 30,900 shares of
Common Stock on February 15, 1995.

33
<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.................. 3,852 54,000 6.4 6.49 12/31/05 236,124 598,386
Kevin M. Gaskey................... 62,000 6.8 6.49 12/31/05 253,055 641,290
---
Susan B. Reardon.................. -- 54,000 5.9 6.49 12/31/05 220,402 558,543
Glen A. Metelmann................. 1,048 54,000 6.0 6.49 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 8,000 shares
granted to Mr. Gaskey vested immediately upon grant.

(2) Based on an aggregate of 910,856 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.......................................... 5,400 52,452 0 0
Kevin M. Gaskey........................................... 13,400 48,600 0 0
Susan B. Reardon.......................................... 5,400 48,600 0 0
Glen A. Metelmann......................................... 5,400 49,648 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.

34
<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
400,000 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 August 20, 1996, the
ESOP owned 236,916 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
2,000,000 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 88,084 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

35
<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 August 20, 1996, ISOs for 50,908 shares and NQSOs for 814,330 shares were
outstanding under the Incentive Stock Plan.

36
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of August 20, 1996, as adjusted to reflect the sale
of the shares offered hereby, 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; (iv) all
directors and executive officers of the Company as a group; and (v) each of the
Selling Stockholders. 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 BENEFICIAL OWNERSHIP
PRIOR TO OFFERING NUMBER OF AFTER OFFERING (1)
----------------------- SHARES -----------------------
NUMBER OF BEING NUMBER OF
NAME SHARES PERCENT OFFERED SHARES PERCENT
<S> <C> <C> <C> <C> <C>
Robert F. Bernard........................................... 4,278,332 47.8% 437,840 3,840,492 38.4%
Frontenac VI Limited Partnership (2)........................ 589,037 6.6 318,245 270,792 2.7
Paul D. Carbery (3)......................................... 589,037 6.6 318,245 270,792 2.7
Lawrence P. Roches (4)...................................... 2,000 * -- 2,000 *
Robert F. Steel (5)......................................... -- * -- -- *
Edward V. Szofer (4)........................................ 225,563 2.5 10,000 215,563 2.2
Platinum Venture Partners II, L.P. ......................... 123,865 1.4 53,869 69,996 *
Platinum Venture Partners I, L.P. .......................... 108,382 1.2 47,136 61,246 *
Kevin M. Gaskey (4)......................................... 68,205 * 9,780 58,425 *
Susan B. Reardon (4)........................................ 37,809 * -- 37,809 *
Glen A. Metelmann (4)....................................... 37,809 * 15,000 22,809 *
Murray L. Horwitz (4)....................................... 22,802 * 9,380 13,422 *
Ronald C. Lavery (4)........................................ 43,839 * 20,000 23,839 *
Robert E. King Income Trust................................. 31,290 * 28,750 2,540 *
All executive officers and directors as a group (8 persons) 5,238,755 58.3 4,447,890 44.3
(5)........................................................ 790,865
</TABLE>

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

(1) Assumes no exercise of the Underwriters' over-allotment option. In the event
such option is exercised in full, the following stockholders will sell
pursuant to such option the number of shares of Common Stock following their
names and, after this offering, will beneficially own the number and
percentage of shares of Common Stock following their names:

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
AFTER OFFERING
--------------------------
SHARES TO NUMBER OF
BE SOLD SHARES PERCENT
<S> <C> <C> <C>
Frontenac VI Limited Partnership................................. 209,005 61,787 *
Platinum Venture Partners II, L.P. .............................. 48,531 21,465 *
Platinum Venture Partners I, L.P. ............................... 42,464 18,782 *
</TABLE>

(2) The address of Frontenac VI Limited Partnership is 135 S. LaSalle Street,
Chicago, Illinois 60603.

(3) 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 589,037 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").

(4) Includes shares of Common Stock which can be acquired through the exercise
of options within 60 days of August 20, 1996, as follows: Edward V. Szofer
-- 5,443 shares; Kevin M. Gaskey -- 13,425 shares; Susan B. Reardon -- 5,429
shares; Glen A. Metelmann -- 5,429 shares; Lawrence P. Roches -- 2,000
shares; Murray L. Horwitz -- 5,422 shares; Ronald C. Lavery -- 5,439 shares;
and all executive officers and directors as a group -- 31,726 shares.

(5) 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 108,382 shares of the Common
Stock beneficially owned by Platinum Venture Partners I, L.P. and the
123,865 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.

37
<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 956,074 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.

38
<PAGE>
DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company's authorized capital stock consists of 15,000,000 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").
The Company currently has outstanding 8,953,752 shares of Common Stock, and no
shares of Blank Check Preferred. Upon completion of this offering, the Company
will have outstanding 10,003,752 shares of Common Stock and no shares of Blank
Check Preferred. As of August 20, 1996, there were 43 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

39
<PAGE>
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.

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 50,000 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.

40
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 10,003,752 shares of
Common Stock outstanding. Of these shares, the 2,000,000 shares sold in this
offering and the 3,105,000 shares issued in the Company's initial public
offering will be freely tradeable without restriction or further registration
under the Securities Act, except that any shares purchased by "affiliates" of
the Company, as that term is defined under the Securities Act ("Affiliates"),
may generally only be sold in compliance with the limitations of Rule 144
described below.

All of the remaining shares of Common Stock (the "Restricted Shares")
constitute restricted securities under Rule 144. Of these "Restricted Shares,"
approximately 4,880,626 will be subject to a lock-up period expiring on October
30, 1996 (the "Lock-Up Period"). Following the Lock-Up Period, 583,958 of the
Restricted Shares will immediately become eligible for sale, subject, however,
in the case of 274,009 shares, to the volume limitations and restrictions (other
than the holding period requirement) of Rule 144. The remaining 4,296,668
Restricted Shares will become eligible for sale under Rule 144 at various times
between December 1996 and December 1997. See "Underwriting."

In general, under Rule 144 of the Securities Act as currently in effect, a
person (or persons whose shares are aggregated) who has beneficially owned
Restricted Shares for at least two years, including a person who may be deemed
an Affiliate of the Company, is entitled to sell within any three-month period a
number of shares of Common Stock that does not exceed the greater of 1% of the
then outstanding shares of Common Stock or the average weekly trading volume of
the Common Stock as reported on the Nasdaq National Market during the four
calendar weeks preceding such sale. Sales under Rule 144 are subject to certain
restrictions relating to manner of sale, notice and the availability of current
public information about the Company. In addition, under Rule 144(k), a person
who is not an Affiliate of the Company at any time 90 days preceding a sale, and
who has beneficially owned shares for at least three years, would be entitled to
sell such shares without regard to the volume limitations, manner of sale
provisions or notice or other requirements of Rule 144. The Commission has
proposed to amend the holding period required by Rule 144 to permit sales of
"restricted" securities after one year rather than two years (and two years
rather than three years for "non-affiliates" under Rule 144(k)).

At August 20, 1996, options to purchase a total of 907,238 shares of Common
Stock were outstanding, (all of which options, other than options to purchase
42,000 shares, were granted under the Incentive Stock Plan), of which options to
purchase 98,456 shares were then exercisable. An additional 1,132,522 shares of
Common Stock were available for future option grants or direct issuances under
the Incentive Stock Plan, and 400,000 shares of Common Stock were available for
direct issuances under the Purchase Plan. See "Management -- Stock Plans." All
2,000,000 shares issuable upon exercise of options granted or to be granted
under the Incentive Stock Plan and 400,000 shares issuable under the Purchase
Plan are registered on a Form S-8. When issued by the Company, such shares will
be freely tradeable, except that, if held by an Affiliate, such shares will be
subject to the volume limitations and restrictions (other than the holding
period requirement) of Rule 144.

The Company has granted Frontenac and Platinum and their transferees demand
and piggyback registration rights covering an aggregate of 404,574 shares. These
registration rights will become exercisable after expiration of the Lock-Up
Period. Mr. Szofer also has demand and piggyback registration rights covering
50,000 shares. The demand registration rights are not exercisable until May 8,
1997. When and as these rights are exercised, additional shares will become
available for sale upon the effectiveness of a registration statement filed
pursuant to exercise of such rights. See "Description of Capital Stock --
Registration Rights."

41
<PAGE>
UNDERWRITING

Subject to certain terms and conditions of the Underwriting Agreement, the
underwriters named below (the "Underwriters") have severally agreed to purchase
from the Company and the Selling Stockholders, and the Company and such Selling
Stockholders have agreed severally to sell to each of the Underwriters, an
aggregate of 2,000,000 shares of Common Stock at the public offering price per
share less the underwriting discounts and commissions set forth on the cover of
this Prospectus. The number of shares of Common Stock that each Underwriter has
agreed to purchase is set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation.................................................. 1,300,000
Volpe, Welty & Company............................................................................... 700,000
----------
Total.............................................................................................. 2,000,000
----------
----------
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase the Shares offered hereby are subject to approval of
certain legal matters by their counsel and to certain other conditions. If any
of the Shares are purchased by the Underwriters pursuant to the Underwriting
Agreement, the Underwriters are obligated to purchase all of the Shares (other
than those covered by the over-allotment option described below).

The Company and the Selling Stockholders have been advised by the
Underwriters that they propose to offer the Shares to the public initially at
the price to the public set forth on the cover page of this Prospectus and to
certain dealers at such price, less a concession not in excess of $0.94 per
Share. The Underwriters may allow, and such dealers may re-allow, a concession
not in excess of $0.10 per Share to certain other dealers. After this offering,
the offering price and other selling terms may be changed by the Underwriters.

Pursuant to the Underwriting Agreement, certain Selling Stockholders have
granted to the Underwriters an option, exercisable not later than 30 calendar
days from the date of the Underwriting Agreement, to purchase up to 300,000
additional Shares at the offering price set forth on the cover page of this
Prospectus, less the underwriting discounts and commissions, solely to cover
over-allotments.

To the extent that the Underwriters exercise such option, each of the
Underwriters will have a firm commitment to purchase approximately the same
percentage of the option shares as the number of Shares to be purchased by it
shown in the above table bears to the total number of Shares shown in the above
table, such Selling Stockholders will be obligated, pursuant to the option, to
sell such Shares to the Underwriters. The Underwriters may exercise such option
only to cover over-allotments made in connection with the sale of the Shares
offered hereby. If purchased, the Underwriters will sell such additional 300,000
Shares on the same terms as those on which the Shares are being offered.

The Underwriting Agreement contains covenants of indemnity among the
Underwriters, the Company and the Selling Stockholders against certain civil
liabilities, including liabilities under the Securities Act.

The Company, the Selling Stockholders, the executive officers and directors
of the Company and certain employees of the Company have each agreed that during
the Lock-Up Period they will not, without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation, sell, offer to sell,
contract to sell, grant any option to purchase or otherwise dispose of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, other than the Shares, except that the Company
may issue shares upon the exercise of stock options granted prior to May 2,
1996, and may grant additional options under its stock option and other employee
compensation plans, provided that, without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation, such options shall not be
exercisable during the Lock-Up Period.

In connection with the offering, certain Underwriters and selling group
members may engage in passive market making transactions in the Common Stock on
the Nasdaq National Market immediately prior to the commencement of sales, in
accordance with Rule 10b-6A under the Exchange Act. Passive market making
consists of, among other things, displaying bids on the Nasdaq National Market
limited by the bid prices of

42
<PAGE>
independent market makers and purchases limited by such prices and effected in
response to order flow. Net purchases by a passive market maker on each day are
limited to a specified percentage of the passive market maker's average daily
trading volume in the Common Stock during a specified prior period, and all
passive market making activity must be discontinued when such limit is reached.
Passive market making may stabilize the market price of the Common Stock at a
level above that which might otherwise prevail and, if commenced, may be
discontinued at any time.

LEGAL MATTERS

The legality of the issuance of the shares offered hereby will be passed
upon for the Company by Sachnoff & Weaver, Ltd., Chicago, Illinois. Certain
legal matters will be passed upon for the Underwriters by Katten Muchin & Zavis,
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 Registration Statements on Form
S-1 under the Securities Act, with respect to the Shares. 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 Statements,
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
Statements, 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 Statements, 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 Statements,
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.

43
<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 June 30, 1996 (unaudited)........................................... F-13

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

Statements of Cash Flows for the six months ended June 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 paragraph two of Note 13, which
is as of April 3, 1996

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

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
UNAUDITED 1995
PRO FORMA (NOTE
1994 1995 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; 15,000,000 shares authorized, 5,539,420
and 5,371,372 shares issued in 1994 and 1995; 6,327,446 shares issued
pro forma............................................................ 5,539 5,371 6,327
Additional paid-in capital............................................ 990,300 289,943 5,872,830
Retained earnings..................................................... -- -- --
--------- ---------- ---------------
995,839 295,314 5,879,157
Common stock held in treasury, at cost; 1,618 and 7,698 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.................................... $0.16
-------------
-------------
</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
---------------------- ---------------------- PAID-IN RETAINED --------------------
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992..... -- $ -- 1,314,241 $ 1,314 $(1,694,429) $ -- (875) $ (6,842)
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) --
--------- ----------- --------- ----------- ---------- ----------- --------- ---------
As restated...................... -- -- 5,256,964 5,257 (1,698,372) -- (3,500) (6,842)
Partnership income before
business combination............ 1,099,926
Purchase of common stock......... (13,860) (29,793)
Issuance of common stock......... 282,456 282 441,826
--------- ----------- --------- ----------- ---------- ----------- --------- ---------
Balance at December 31, 1993..... -- -- 5,539,420 5,539 (156,620) -- (17,360) (36,635)
Partnership income before
business combination............ 1,110,153
Purchase of common stock......... (26,069) (68,239)
Issuance of common stock......... 36,767 41,811 100,644
--------- ----------- --------- ----------- ---------- ----------- --------- ---------
Balance at December 31, 1994..... -- -- 5,539,420 5,539 990,300 -- (1,618) (4,230)
Partnership income before
business combination............ 1,730,167
Net income after business
combination..................... 50,000
Purchase of common stock......... (6,080) (19,868)
Issuance of common stock......... 92,700 93 249,907
Purchase and retirement of common
stock........................... (260,748) (261) (1,499,739)
Partnership capital
distributions................... (1,040,122)
Redeemable convertible preferred
stock dividends................. (133,334) (50,000)
Accretion of redeemable
convertible preferred stock
issuance costs.................. (7,236)
--------- ----------- --------- ----------- ---------- ----------- --------- ---------
Balance at December 31, 1995..... -- $ -- 5,371,372 $ 5,371 $ 289,943 $ -- (7,698) $ (24,098)
--------- ----------- --------- ----------- ---------- ----------- --------- ---------
--------- ----------- --------- ----------- ---------- ----------- --------- ---------

TOTAL
STOCKHOLDERS'
EQUITY
<S> <C>
Balance at December 31, 1992..... $(1,699,957)
Retroactive restatement for a 4
for 1 stock split in the form of
a common stock dividend
effective April 3, 1996......... --
------------
As restated...................... (1,699,957)
Partnership income before
business combination............ 1,099,926
Purchase of common stock......... (29,793)
Issuance of common stock......... 442,108
------------
Balance at December 31, 1993..... (187,716)
Partnership income before
business combination............ 1,110,153
Purchase of common stock......... (68,239)
Issuance of common stock......... 137,411
------------
Balance at December 31, 1994..... 991,609
Partnership income before
business combination............ 1,730,167
Net income after business
combination..................... 50,000
Purchase of common stock......... (19,868)
Issuance of common stock......... 250,000
Purchase and retirement of common
stock........................... (1,500,000)
Partnership capital
distributions................... (1,040,122)
Redeemable convertible preferred
stock dividends................. (183,334)
Accretion of redeemable
convertible preferred stock
issuance costs.................. (7,236)
------------
Balance at December 31, 1995..... $ 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 7,064,886 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 255,802 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 880,856 and 30,000
shares of the Company's common stock at exercise prices of $6.49 and $3.29,
respectively. At December 31, 1995, all of the options granted were outstanding
and options to purchase 90,080 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.

In connection with the Company's initial public offering, 239,019 shares of
Redeemable Preferred Stock will be converted into 956,074 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........................................ $ 0.16 $ 0.17
------------ --------------
------------ --------------
Weighted average common and common equivalent shares outstanding...... 7,064,886 7,176,882
------------ --------------
------------ --------------
</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>
JUNE 30,
DECEMBER 31, 1996
1995 (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents........................................................... $4,083,178 2$6,101,651
Short-term investments.............................................................. -- 7,006,924
Trade accounts receivable, net of allowance for doubtful accounts of $100,000 and
$211,533 in 1995 and 1996, respectively............................................ 8,785,240 14,099,238
Other receivables................................................................... 63,060 138,892
Prepaid expenses and other.......................................................... 481,831 1,106,444
Notes and interest receivable -- stockholder........................................ 326,356 --
Notes and interest receivable -- executives......................................... 106,355 69,756
Deferred income taxes............................................................... 50,000 50,000
------------ -----------
Total current assets.............................................................. 13,896,020 48,572,905
Property and equipment, at cost:
Office furniture and equipment...................................................... 2,497,413 3,608,268
Computer equipment and software..................................................... 2,019,435 3,146,737
Automobiles......................................................................... 107,735 60,612
Leasehold improvements.............................................................. 147,039 445,442
------------ -----------
4,771,622 7,261,059
Less accumulated depreciation and amortization...................................... (1,574,292) (1,984,184)
------------ -----------
Net property and equipment............................................................ 3,197,330 5,276,875
Notes receivable -- executives........................................................ 51,500 163,367
Other................................................................................. 84,117 139,147
------------ -----------
Total assets...................................................................... $17,228,967 5$4,152,294
------------ -----------
------------ -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt................................................ $ 550,363 $ --
Notes payable -- stockholder........................................................ 317,413 --
Accounts payable.................................................................... 1,264,048 446,888
Accrued compensation and related costs.............................................. 5,843,859 6,587,362
Income taxes payable................................................................ -- 112,608
Other accrued liabilities........................................................... 542,541 637,069
Distributions payable............................................................... 860,646 --
Other current liabilities........................................................... 321,375 139,751
------------ -----------
Total current liabilities......................................................... 9,700,245 7,923,678
Long-term debt, less current maturities............................................... 1,134,729 --
Deferred rent......................................................................... 538,934 704,973
------------ -----------
Total liabilities................................................................. 11,373,908 8,628,651
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; 15,000,000 authorized, 5,371,372 and 8,959,210 shares
issued in 1995 and 1996, respectively.............................................. 5,371 8,959
Additional paid-in capital.......................................................... 289,943 43,757,131
Retained earnings................................................................... -- 1,794,688
Deferred compensation............................................................... -- (13,037)
------------ -----------
295,314 45,547,741
Common stock held in treasury, at cost, 7,698 shares in 1995 and 1996............... (24,098) (24,098)
------------ -----------
Total stockholders' equity........................................................ 271,216 45,523,643
------------ -----------
Total liabilities and stockholders' equity...................................... $17,228,967 5$4,152,294
------------ -----------
------------ -----------
</TABLE>

See accompanying Notes to Unaudited Financial Statements.

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

STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
1995(UNAUDITED)1996
<S> <C> <C>
Revenues........................................................................... $ 21,411,930 $ 38,862,750
Cost of services................................................................... 13,130,040 23,361,980
------------- -------------
Gross profit..................................................................... 8,281,890 15,500,770
Costs and expenses:
Selling.......................................................................... 1,104,320 1,709,540
Recruiting....................................................................... 1,014,320 1,607,030
General and administrative....................................................... 5,258,774 9,645,222
------------- -------------
Total costs and expenses....................................................... 7,377,414 12,961,792
------------- -------------
Operating income................................................................... 904,476 2,538,978
Other income (expense):
Interest expense................................................................. (102,780) (47,400)
Interest income.................................................................. 17,400 268,720
Other, net....................................................................... (13,390) 83,080
------------- -------------
Total other income (expense)................................................... (98,770) 304,400
------------- -------------
Income before income taxes......................................................... 805,706 2,843,378
Income taxes....................................................................... -- 1,098,690
------------- -------------
Net income......................................................................... $ 805,706 $ 1,744,688
------------- -------------
------------- -------------
Net income per share............................................................... $ 0.22
-------------
-------------
Shares used in computing net income per share...................................... 7,805,738
-------------
-------------
Pro forma income data:
Net income as reported........................................................... $ 805,706
Pro forma adjustment to provision for income taxes............................... 301,701
-------------
Pro forma net income............................................................. $ 504,005
-------------
-------------
Pro forma net income per share................................................... $ 0.07
-------------
-------------
Shares used in computing pro forma net income per share.......................... 7,148,917
-------------
-------------
</TABLE>

See accompanying Notes to Unaudited Financial Statements.

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

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
1995(UNAUDITED)1996
<S> <C> <C>
Cash flows from operating activities:
Net income........................................................................ $ 805,706 $ 1,744,688
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization................................................... 227,178 488,975
Gain on disposition of property and equipment................................... -- (12,607)
Executive stock expense......................................................... 180,656 29,213
Changes in assets and liabilities:
Receivables................................................................... (2,040,749) (5,389,830)
Prepaid expenses and other.................................................... 91,252 (624,613)
Notes receivable.............................................................. (14,704) 251,088
Other assets.................................................................. (75,300) (55,030)
Accounts payable.............................................................. (438,532) (817,160)
Accrued compensation and related costs........................................ 986,643 816,420
Income taxes payable.......................................................... -- 112,608
Other accrued liabilities..................................................... (327,273) 94,528
Deferred rent................................................................. 158,481 166,039
Other current liabilities..................................................... 99,200 (181,624)
------------- -------------
Net cash used in operating activities............................................... (347,442) (3,377,305)
------------- -------------
Cash flows from investing activities:
Purchase of short-term investments................................................ -- (7,006,924)
Purchase of property and equipment................................................ (567,807) (2,597,172)
Proceeds from disposition of property and equipment............................... -- 43,122
------------- -------------
Net cash used in investing activities............................................... (567,807) (9,560,974)
------------- -------------
Cash flows from financing activities:
Proceeds from issuance of bank debt............................................... 500,000 48,775
Payments on bank debt............................................................. (239,457) (1,733,867)
Payments on related party debt.................................................... -- (317,413)
Proceeds from issuance of common stock, net of issuance costs..................... -- 37,819,903
Purchase of common stock.......................................................... (19,868) --
Partnership capital distributions................................................. (81,022) (860,646)
Checks issued in excess of bank balance........................................... 755,596 --
------------- -------------
Net cash provided by financing activities........................................... 915,249 34,956,752
------------- -------------
Net increase in cash and cash equivalents........................................... -- 22,018,473
------------- -------------
Cash and cash equivalents at beginning of period.................................... -- 4,083,178
------------- -------------
Cash and cash equivalents at end of period.......................................... $ -- $ 26,101,651
------------- -------------
------------- -------------
Supplemental disclosures of cash flow information:
Interest paid..................................................................... $ 110,087 $ 58,181
Income taxes paid................................................................. -- 986,082
Supplemental disclosure of noncash investing and financing activities:
Issuance of common stock to executives............................................ 100,000 102,130
</TABLE>

See accompanying Notes to Unaudited Financial Statements.

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

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JUNE 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 six months ended June 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 six months ended June 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 2,600,000 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
956,074 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)

JUNE 30, 1995 AND 1996

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 six
months ended June 30, 1996 are summarized as follows:

<TABLE>
<CAPTION>
SHARES PRICE
<S> <C> <C>
Outstanding on December 31, 1995......................... 910,856 $3.29 - 6.49
Granted.................................................. 24,260 4.63 - 36.00
Canceled................................................. (23,822) 6.49
--------- --------------
Outstanding on June 30, 1996............................. 911,294 $3.29 - 36.00
--------- --------------
--------- --------------
</TABLE>

Options to purchase 99,439 shares of the Company's common stock were
exercisable at June 30, 1996.

F-17
<PAGE>
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY OF THE SELLING
STOCKHOLDERS OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 5
The Company.................................... 9
Use of Proceeds................................ 9
Price Range of Common Stock.................... 10
Dividend Policy................................ 10
Capitalization................................. 10
Selected Financial Data........................ 11
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 12
Business....................................... 18
Management..................................... 31
Principal and Selling Stockholders............. 37
Certain Transactions........................... 38
Description of Capital Stock................... 39
Shares Eligible for Future Sale................ 41
Underwriting................................... 42
Legal Matters.................................. 43
Experts........................................ 43
Additional Information......................... 43
Index to Financial Statements.................. F-1
</TABLE>

2,000,000 SHARES

S
WHITTMAN-HART, INC.

COMMON STOCK

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

P R O S P E C T U S

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

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

VOLPE, WELTY & COMPANY

AUGUST 22, 1996

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