WHITTMAN HART INC, 424B4, 1998-05-06

WHITTMAN HART INC
424B4, 1998-05-06
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE>
PROSPECTUS Filed Pursuant to Rule 424(b)(4)
MAY 5, 1998 Commission File No. 333-50029

3,000,000 SHARES

[LOGO]
WHITTMAN-HART, INC.
COMMON STOCK

Of the 3,000,000 shares of Common Stock being offered hereby, 1,700,000
shares are being sold by Whittman-Hart, Inc. ("Whittman-Hart" or the "Company")
and 1,300,000 shares are being sold by the Selling Stockholders. See "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 May 4, 1998, the last reported sale price of the Common Stock was
$43 5/8 per share. See "Price Range of Common Stock."
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 7 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..................... $43.38 $2.17 $41.21 $41.21
Total (3)..................... $130,140,000 $6,510,000 $70,057,000 $53,573,000
- ------------------------------------------------------------------------------------------------
</TABLE>

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

(2) BEFORE DEDUCTING EXPENSES ESTIMATED AT $550,000, WHICH WILL BE PAID BY THE
COMPANY.

(3) THE COMPANY HAS GRANTED TO THE UNDERWRITERS A 30-DAY OPTION TO PURCHASE UP
TO 450,000 ADDITIONAL SHARES OF COMMON STOCK 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 AND PROCEEDS TO THE
COMPANY WILL BE $149,661,000, $7,486,500 AND $88,601,500, RESPECTIVELY. SEE
"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 May 8, 1998.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

ADAMS, HARKNESS & HILL, INC.

BANCAMERICA ROBERTSON STEPHENS

DEUTSCHE MORGAN GRENFELL
<PAGE>
THIS PROSPECTUS CONTAINS AND INCORPORATES BY REFERENCE 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. RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD
CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED IN "RISK
FACTORS." THE COMPANY HAS NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING
STATEMENTS.

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

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING
AND MAY BID FOR AND PURCHASE SHARES OF COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE
"UNDERWRITING."

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

Whittman-Hart-Registered Trademark-, Circle Line
Design-Registered Trademark-, Making Information Technology
Work-Registered Trademark-, We Are IT-Registered Trademark-, Compliance
2000-Registered Trademark- and The Leader in IBM Midrange
Solutions-Registered Trademark- are registered service marks of the Company.
Windows-Registered Trademark- is a registered trademark of Microsoft
Corporation. Oracle-Registered Trademark- is a registered trademark of Oracle
Corporation. J.D. Edwards-Registered Trademark- is a registered trademark of
J.D. Edwards & Company. 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
CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO APPEARING ELSEWHERE
AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS. UNLESS INDICATED OTHERWISE,
THE INFORMATION CONTAINED IN THIS PROSPECTUS: (I) ASSUMES THAT THE UNDERWRITERS'
OVER-ALLOTMENT OPTION IS NOT EXERCISED; AND (II) GIVES EFFECT TO THE ACQUISITION
OF AXIS CONSULTING INTERNATIONAL, INC. ("AXIS") BY THE COMPANY IN NOVEMBER 1997,
WHICH WAS ACCOUNTED FOR AS A POOLING-OF-INTERESTS COMBINATION AND, ACCORDINGLY,
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS PRIOR TO THE COMBINATION
HAVE BEEN RESTATED TO INCLUDE THE ACCOUNTS AND RESULTS OF OPERATIONS OF AXIS.
UNLESS OTHERWISE INDICATED, ALL REFERENCES TO THE "COMPANY" OR "WHITTMAN-HART"
MEAN WHITTMAN-HART, INC. AND ITS SUBSIDIARIES.

THE COMPANY

Whittman-Hart, Inc. ("Whittman-Hart" or the "Company") provides strategic
information technology ("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 solutions in the client/server, open
systems and midrange computing environments. The Company provides its services
through five business units: Solution Strategies, Package Software Solutions,
Custom Applications, Network Enabled Solutions, and Interactive Solutions. Among
the services offered are systems integration; strategic IT planning; business
process reengineering; organizational change management; package software
evaluation and implementation; custom application development; networking and
connectivity; conventional and multimedia documentation and training; design and
implementation of collaborative computing and electronic commerce solutions
(such as Internet/intranet 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 and
departments of Fortune 500 companies. The Company 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. Many of the Company's clients have maintained
ongoing relationships with Whittman-Hart over multiple years, spanning a variety
of projects and services.

In 1997, the Company launched Focus 2002, its five-year strategic business
plan. The Company's objectives are to become a trusted business advisor to
clients, be the employer of choice in the IT services industry and deliver its
services through a global network of offices. The Company also established an
Executive Committee to provide leadership and accountability for execution of
the strategic plan. As part of the Focus 2002 plan, the Company intends to: (i)
focus on middle market companies; (ii) expand its geographic presence; (iii)
anticipate and respond to market opportunities; (iv) leverage its existing
client base; (v) pursue agreements with business partners; (vi) attract, develop
and retain IT professionals with the skills and competencies that maximize
client value; and (vii) leverage intellectual capital and foster organizational
learning.

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 63% since the Company began business in
1984. For 1997, Whittman-Hart's revenues grew 67% to $173.5 million from $103.7
million in 1996. From December 31, 1996 to December 31, 1997, the number of
consultants employed by the Company increased 49% from 944 to 1,405.

3
<PAGE>
Whittman-Hart sells and delivers its services through a network of sixteen
branch offices located in Atlanta; Boston; Chicago; Cincinnati; Cleveland;
Columbus, Ohio; Dallas; Denver; Grand Rapids, Michigan; Indianapolis; Milwaukee;
Minneapolis; Morristown, New Jersey; Peoria, Illinois; San Francisco; and
London, England. Based on its experience operating its existing branches, the
Company has developed a geographic expansion strategy which includes
establishing new branches through both a greenfield approach and strategic
acquisitions. The Company opened its Dallas and Columbus branches in 1996, its
Cleveland, Grand Rapids and Atlanta branches in 1997, and its Minneapolis branch
in the first quarter of 1998. Expansion plans for 1998 include significant
growth of recently opened and acquired operations, continued evaluation of
strategic acquisitions and solidifying the Company's Midwest presence by opening
branches in cities such as Detroit, St. Louis and Kansas City.

In November 1997, the Company expanded its geographic reach and established
an international presence through the acquisitions of Axis Consulting
International, Inc. ("Axis") and World Consulting Limited ("World").
Headquartered in San Francisco with a New York presence, Axis' professionals
provide SAP-Registered Trademark-, network, Microsoft-Registered Trademark-
enterprise, database and midrange solutions. Based in London, England, World
specializes in J.D. Edwards implementation solutions. In March 1998, the Company
acquired QCC Incorporated ("QCC"), a Boston based IT service provider
specializing in Oracle, J.D. Edwards, data warehousing, business process
reengineering and Year 2000 solutions.

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.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.............. 1,700,000 shares
Common Stock offered by the Selling 1,300,000 shares
Stockholders.....................................
Common Stock to be outstanding after the 25,009,724 shares (1)
offering.........................................
Use of proceeds.................................. Development and expansion of existing
operations, including: (i) expansion of
the Company's Chicago West Loop complex
from approximately 40,000 square feet to
over 300,000 square feet to accommodate
the further development of the
Whittman-Hart Institute for Strategic
Education ("WHISE"), the relocation of
the Company's headquarters and the growth
of the Company's Chicago branch office;
and (ii) general corporate purposes,
including working capital, branch
expansion and possible acquisitions of
related businesses.

Nasdaq National Market symbol.................... WHIT
</TABLE>

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

(1) Based upon 23,309,724 shares outstanding on April 2, 1998. Excludes: (i)
options outstanding on April 2, 1998 to purchase 4,790,113 shares at a
weighted average exercise price of $20.66 plus an additional 909,887 shares
reserved for issuance in connection with future stock options and other
awards under the Company's 1995 Incentive Stock Plan; and (ii) 659,922
shares reserved for issuance under the Company's Employee Stock Purchase
Plan. See Notes 13 and 14 of Notes to Consolidated Financial Statements. In
addition, the Board of Directors of the Company has approved, subject to
stockholder approval, an amendment to the Company's 1995 Incentive Stock
Plan increasing the number of shares available for issuance thereunder by
6,300,000 shares.

4
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------
1993 1994 1995 1996 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA(1):
Revenues........................................... $ 25,955 $ 34,615 $ 60,805 $ 103,721 $ 173,477
Cost of services................................... 15,367 20,705 38,342 63,504 102,937
---------- ---------- ---------- ---------- ----------
Gross profit..................................... 10,588 13,910 22,463 40,217 70,540
Costs and expenses:
Selling.......................................... 1,075 1,431 2,535 3,575 6,046
Recruiting....................................... 832 1,190 2,275 3,265 5,866
General and administrative....................... 7,330 9,481 15,922 25,527 42,083
Business combination costs....................... -- -- -- -- 1,771
---------- ---------- ---------- ---------- ----------
Total costs and expenses....................... 9,237 12,102 20,732 32,367 55,766
---------- ---------- ---------- ---------- ----------
Operating income................................... 1,351 1,808 1,731 7,850 14,774
Other income (expense)............................. 66 (32) 50 1,360 3,375
---------- ---------- ---------- ---------- ----------
Income before income taxes......................... 1,417 1,776 1,781 9,210 18,149
Income tax expense (benefit)....................... 4 43 (33) 3,422 7,832
---------- ---------- ---------- ---------- ----------
Net income......................................... $ 1,413 $ 1,733 $ 1,814 $ 5,788 $ 10,317
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Pro forma income data:
Net income as reported........................... $ 1,413 $ 1,733 $ 1,814
Pro forma adjustment to provision for income
taxes (2)...................................... 27 255 666
---------- ---------- ----------
Pro forma net income(2)............................ $ 1,386 $ 1,478 $ 1,148
---------- ---------- ----------
---------- ---------- ----------
Basic earnings per share (pro forma in 1995)(3).... $ 0.09 $ 0.32 $ 0.47
---------- ---------- ----------
---------- ---------- ----------
Diluted earnings per share (pro forma in
1995)(3)......................................... $ 0.08 $ 0.29 $ 0.44
---------- ---------- ----------
---------- ---------- ----------
Weighted average number of common shares
outstanding...................................... 12,698 17,856 22,061
Weighted average number of common and common
equivalent shares outstanding.................... 15,705 19,847 23,672
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
--------------------------
ACTUAL AS ADJUSTED(4)
---------- --------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA(1):
Cash and cash equivalents and short-term investments................................ $ 67,759 $ 137,266
Working capital..................................................................... 82,744 152,251
Total assets........................................................................ 121,801 191,308
Long-term debt, less current portion................................................ -- --
Total stockholders' equity.......................................................... 97,153 166,660
</TABLE>

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

(1) All prior period amounts have been restated to reflect the acquisition of
Axis in November 1997, which was accounted for using the
pooling-of-interests method of accounting. See Note 4 of Notes to
Consolidated Financial Statements.

(2) Reflects federal and certain additional state income tax expense for 1993,
1994 and 1995 that would have been required had the Company and its
predecessors operated as a C Corporation for all periods presented.

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

(4) Adjusted to give effect to the sale of 1,700,000 shares of Common Stock
offered by the Company hereby at the public offering price of $44 3/8 per
share and the application of the estimated net proceeds therefrom. See "Use
of Proceeds" and "Capitalization."

5
<PAGE>
RECENT UNAUDITED FINANCIAL DATA

THREE MONTHS ENDED MARCH 31, 1998

The following table sets forth a summary of certain financial data for the
Company for the three months ended March 31, 1997 and 1998:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1997 1998
<S> <C> <C>
Revenues.................................................................................. $ 34,945 $ 58,660
Gross profit.............................................................................. 14,078 24,247
Operating income.......................................................................... 3,523 4,907
Net income................................................................................ 2,549 3,025
Diluted earnings per share................................................................ $ 0.11 $ 0.12
</TABLE>

REVENUES. Revenues increased 68% to $58.7 million for the three months
ended March 31, 1998 from $34.9 million for the three months ended March 31,
1997. This increase was attributable to the addition of new clients and the
growth of current client relationships at existing and new branch locations.
Revenues from the Company's ten most significant clients grew 18%, but as a
percentage of total revenues declined to 15% from 21%.

GROSS PROFIT. Gross profit for the three months ended March 31, 1998 grew
72% to $24.2 million from $14.1 million for the three months ended March 31,
1997. Gross profit as a percentage of revenues was 41% for the three months
ended March 31, 1998 as compared to 40% for the three months ended March 31,
1997. This increase was attributable to a change in the sales mix toward
higher-end service offerings and the Company's established branches reaching
critical mass, partially offset by lower margins in recently opened branches.

SELLING. Selling expenses for the three months ended March 31, 1998
increased approximately 48% to $1.8 million from $1.2 million for the three
months ended March 31, 1997. This increase was attributable to higher
commissions and other costs associated with the increase in revenues. As a
percentage of revenues, selling expenses remained constant at 3%.

RECRUITING. Recruiting expenses for the three months ended March 31, 1998
increased approximately 93% to $1.9 million from $1.0 million for the three
months ended March 31, 1997. The number of employees increased 56% to 2,055 at
March 31, 1998 from 1,314 at March 31, 1997. Total recruiting costs per hire
increased to approximately $5,300 for the three months ended March 31, 1998 from
$3,600 for the three months ended March 31, 1997. As a percentage of revenues,
recruiting expenses remained constant at 3%.

GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
three months ended March 31, 1998 increased approximately 83% to $15.2 million
from $8.3 million for the three months ended March 31, 1997. As a percentage of
revenues, general and administrative expenses increased to 26% for the three
months ended March 31, 1998 from 24% for the three months ended March 31 1997.
This increase was attributable to integration costs associated with the
Company's acquisitions, corporate initiatives associated with the Company's
Focus 2002 strategic plan, costs relating to new branch locations and the
addition of management to support the Company's growth strategies.

BUSINESS COMBINATION COSTS. Business combination costs were 1% as a
percentage of revenues or $0.4 million for the three months ended March 31,
1998. These costs related to the QCC acquisition, which was accounted for as
pooling-of-interests. The business combination costs included legal, accounting
and other transaction-related fees and expenses. There were no material
acquisition-related costs in the three months ended March 31, 1997.

INCOME TAXES. The Company's effective tax rate increased to 48% for the
three months ended March 31, 1998 from 40% for the three months ended March 31,
1997. This increase was the result of the Company incurring non-deductible
business combination costs and, in addition, recording deferred income tax
expense of $0.3 million to establish deferred tax assets and liabilities arising
at the time of the combination.

APRIL 1998

The revenues and net income of the Company for the month of April 1998 were
$21.7 million and $1.3 million, respectively. Such results are not necessarily
indicative of the results to be expected for the quarter ending June 30, 1998 or
the year ending December 31, 1998.

6
<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. THIS PROSPECTUS CONTAINS AND
INCORPORATES BY REFERENCE CERTAIN FORWARD-LOOKING STATEMENTS THAT ARE BASED ON
THE BELIEFS OF THE COMPANY'S MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY, AND
INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S MANAGEMENT. THE COMPANY'S
RESULTS, PERFORMANCE AND ACHIEVEMENTS IN 1998 AND BEYOND COULD DIFFER MATERIALLY
FROM THOSE EXPRESSED IN, OR IMPLIED BY, ANY SUCH FORWARD-LOOKING STATEMENTS AS A
RESULT OF CERTAIN RISKS, UNCERTAINTIES AND OTHER FACTORS, INCLUDING THOSE SET
FORTH BELOW AND ELSEWHERE IN THIS PROSPECTUS. THE COMPANY HAS NO OBLIGATION TO
UPDATE ANY FORWARD-LOOKING STATEMENTS.

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. During
1997, the number of consultants increased from 944 to 1,405 and further
significant increases are anticipated during the current year. The Company
opened its Dallas and Columbus branches in 1996, its Cleveland, Grand Rapids and
Atlanta branches in 1997, and its Minneapolis branch in the first quarter of
1998. In addition, the Company acquired Organizational Change Dynamics, Inc.
("OCD"), Expert Buying Systems, Inc. ("EBS"), Axis and World in 1997, and QCC in
1998. Expansion plans for 1998 include significant growth of recently opened and
acquired operations, continued evaluation of strategic acquisitions and
solidifying the Company's Midwest presence by opening branches in cities such as
Detroit, St. Louis and Kansas City. 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

7
<PAGE>
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

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. 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.

RAPID TECHNOLOGICAL CHANGE; DEPENDENCE ON NEW SOLUTIONS

The Company's continued success is dependent in part on its ability to
develop IT solutions that keep pace with continuing changes in technology,
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 noncompetitive 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 ACQUISITIONS

The Company has expanded and intends to continue to expand its operations
through the acquisition of additional businesses. The Company acquired OCD in
March 1997, EBS in September 1997, Axis and World in November 1997, and QCC in
March 1998. 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, difficulties in integrating systems, personnel and cultures,
legal liabilities, 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

8
<PAGE>
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.

SIGNIFICANT INFLUENCE OF PRINCIPAL STOCKHOLDER

After completion of this offering, Mr. Robert Bernard will beneficially own
approximately 25.6% of the Company's outstanding shares of Common Stock. As a
result, Mr. Bernard will have significant influence over the outcome of matters
requiring a stockholder vote, including the election of the members of the Board
of Directors. Such influence could adversely affect the market price of the
Common Stock or delay or prevent a change in control of the Company. See
"Selling Stockholders."

INTELLECTUAL PROPERTY RIGHTS

The Company's success is dependent upon certain methodologies and other
proprietary intellectual property rights. Software developed by the Company in
connection with a client is typically 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."

STOCK PRICE VOLATILITY

The market price of the Common Stock may 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' or other market expectations, and any failure or anticipated
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

9
<PAGE>
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."

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.

YEAR 2000

The Company believes that a majority of middle-market companies have yet to
achieve Year 2000 compliance. To resolve the Year 2000 issue, many companies are
electing to install new package software applications, rather than modify
existing systems, thus creating significant demand for package software-related
services such as those provided by the Company. Consequently, the Company
believes that companies' need to address their Year 2000 compliance is creating
significant demand for IT products and services such as those provided by the
Company. There can be no assurance that the passage of the Year 2000 will not
have a material adverse effect on the demand for the Company's services. In
addition, while the Company is not aware of any existing or potential claims,
the occurrence of Year 2000 related system failures in the information systems
of clients of the Company could have a material adverse effect on the Company's
business, financial condition and results of operation, whether or not the
Company bears any responsibility, legal or otherwise, for the occurrence of
those problems.

INTERNATIONAL

In November 1997, the Company began its international operations through the
acquisitions of Axis and World. As a result of these acquisitions, the Company
recruits consultants and generates a portion of its revenues from outside the
United States. The Company believes that its international operations will
continue to grow. Foreign operations are subject to special risks that can
materially affect sales and profits, including currency exchange rate
fluctuations, labor strikes, political and economic disruptions, changes in
government policies and regulatory requirements, tariffs and trade barriers,
immigration laws and regulations, potentially adverse tax consequences, exchange
controls and other risks.

ABSENCE OF DIVIDENDS

The Company does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future. See "Dividend Policy."

10
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,700,000 shares of
Common Stock offered by the Company are estimated to be $69.5 million, based on
the public offering price of $44 3/8 per share, and after deducting
Underwriters' discounts and commissions and estimated offering expenses ($88.1
million if the Underwriters' over-allotment option is exercised in full).

The Company intends to use the net proceeds from this offering primarily for
the development and expansion of its existing operations, including: (i)
expansion of the Company's Chicago West Loop complex from approximately 40,000
square feet to over 300,000 square feet during the next two years to accommodate
the further development of the Whittman-Hart Institute for Strategic Education
("WHISE"), the relocation of the Company's headquarters and the growth of the
Company's Chicago branch office; and (ii) general corporate purposes, including
working capital, branch expansion and possible acquisitions of related
businesses. Approximately $50.0 million of the net proceeds will be used for the
development and expansion of the Company's Chicago West Loop complex, including
new building construction and renovation; computers, multi-media equipment,
furniture, fixtures and other equipment; and the acquisition of buildings and
land. When completed, the Company's Chicago West Loop complex will provide
state-of-the-art facilities for approximately 1,000 employees.

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

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 sale prices for the Common
Stock as reported on the Nasdaq National Market, and as adjusted to reflect the
two-for-one stock split effective December 10, 1996.

<TABLE>
<CAPTION>
1996 HIGH LOW
<S> <C> <C>
Second Quarter (from May 3, 1996).......... $20 3/4 $10 1/2
Third Quarter.............................. 23 7/8 11 1/4
Fourth Quarter............................. 28 1/8 19 1/4

1997
First Quarter.............................. $27 $13 5/8
Second Quarter............................. 29 1/4 16 13/16
Third Quarter.............................. 33 1/4 23 3/4
Fourth Quarter............................. 35 23 3/4

1998
First Quarter.............................. $46 3/4 $28
Second Quarter (through May 4, 1998)....... 47 5/8 40 3/4
</TABLE>

On May 4, 1998, the last reported sale price of the Common Stock was $43 5/8
per share. At May 4, 1998, the Company had approximately 525 stockholders of
record.

DIVIDEND POLICY

The Company has not paid any cash dividends to date and plans to reinvest
its earnings in future growth opportunities. The Company does not anticipate
paying cash dividends in the foreseeable future.

11
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company: (i) as of
December 31, 1997; and (ii) as adjusted to reflect the sale of 1,700,000 shares
of Common Stock offered by the Company in this offering at the public offering
price of $44 3/8 per share and the application of the estimated net proceeds
therefrom. As of December 31, 1997, the Company had no long-term debt. The
information set forth below should be read in conjunction with the Consolidated
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 DECEMBER 31, 1997
------------------------
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; 37,000,000 shares authorized, 22,603,627 issued on an
actual basis; 24,303,627 issued as adjusted (1).................................... 23 24
Additional paid-in capital........................................................... 81,699 151,205
Retained earnings.................................................................... 16,644 16,644
Deferred compensation................................................................ (1,210 ) (1,210 )
Cumulative translation adjustment.................................................... (3 ) (3 )
----------- -----------
Total common stockholders' equity.................................................. 97,153 166,660
----------- -----------
Total capitalization............................................................. $ 97,153 $ 166,660
----------- -----------
----------- -----------
</TABLE>

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

(1) Excludes: (i) an aggregate of 3,233,044 shares issuable upon the exercise
of stock options outstanding at December 31, 1997 plus an additional
2,466,956 shares reserved for issuance in connection with future stock
options and other awards under the Company's 1995 Incentive Stock Plan; and
(ii) 659,922 shares reserved for issuance under the Company's Employee
Stock Purchase Plan. See Notes 13 and 14 of Notes to Consolidated Financial
Statements. In addition, the Board of Directors of the Company has
approved, subject to stockholder approval, (i) an amendment to the
Company's Certificate of Incorporation increasing the number of authorized
shares of Common Stock to 75,000,000 shares, and (ii) an amendment to the
Company's 1995 Incentive Stock Plan increasing the number of shares
available for issuance thereunder by 6,300,000 shares.

12
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The statement of earnings data presented below for the three years ended
December 31, 1997, and the balance sheet data as of December 31, 1996 and 1997,
are derived from the Consolidated Financial Statements of the Company, which
Consolidated Financial Statements have been audited by KPMG Peat Marwick LLP,
independent certified public accountants. The statement of earnings data
presented below for the years ended December 31, 1993 and 1994, and the balance
sheet data as of December 31, 1993, 1994 and 1995, are derived from unaudited
financial statements not included in this Prospectus. The data set forth below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Consolidated Financial
Statements and related Notes thereto included elsewhere in this Prospectus. All
prior period amounts have been restated to reflect the acquisition of Axis in
November 1997, which was accounted for using the pooling-of-interests method of
accounting. See Note 4 of Notes to Consolidated Financial Statements.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------
1993 1994 1995 1996 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Revenues........................................... $ 25,955 $ 34,615 $ 60,805 $ 103,721 $ 173,477
Cost of services................................... 15,367 20,705 38,342 63,504 102,937
---------- ---------- ---------- ---------- ----------
Gross profit..................................... 10,588 13,910 22,463 40,217 70,540
Costs and expenses:
Selling.......................................... 1,075 1,431 2,535 3,575 6,046
Recruiting....................................... 832 1,190 2,275 3,265 5,866
General and administrative....................... 7,330 9,481 15,922 25,527 42,083
Business combination costs....................... -- -- -- -- 1,771
---------- ---------- ---------- ---------- ----------
Total costs and expenses....................... 9,237 12,102 20,732 32,367 55,766
---------- ---------- ---------- ---------- ----------
Operating income................................... 1,351 1,808 1,731 7,850 14,774
Other income (expense)............................. 66 (32) 50 1,360 3,375
---------- ---------- ---------- ---------- ----------
Income before income taxes......................... 1,417 1,776 1,781 9,210 18,149
Income tax expense (benefit)....................... 4 43 (33) 3,422 7,832
---------- ---------- ---------- ---------- ----------
Net income......................................... $ 1,413 $ 1,733 $ 1,814 $ 5,788 $ 10,317
Pro forma income data:
Net income as reported........................... $ 1,413 $ 1,733 $ 1,814
Pro forma adjustment to provision for income
taxes (1)...................................... 27 255 666
---------- ---------- ----------
Pro forma net income (1)........................... $ 1,386 $ 1,478 $ 1,148
---------- ---------- ----------
---------- ---------- ----------
Basic earnings per share (pro forma in 1995)(2).... $ 0.09 $ 0.32 $ 0.47
---------- ---------- ----------
---------- ---------- ----------
Diluted earnings per share (pro forma in 1995)(2).. $ 0.08 $ 0.29 $ 0.44
---------- ---------- ----------
---------- ---------- ----------
Weighted average number of common shares
outstanding...................................... 12,698 17,856 22,061
Weighted average number of common and common
equivalent shares outstanding.................... 15,705 19,847 23,672
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-----------------------------------------
1993 1994 1995 1996 1997
------ ------ ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents
and short-term
investments............... $ 10 $ -- $ 4,326 $67,364 $67,759
Working capital............. 83 1,519 4,790 74,064 82,744
Total assets................ 5,190 8,338 19,203 94,075 121,801
Long-term debt, less current
portion................... 610 1,600 1,135 -- --
Redeemable convertible
preferred stock........... -- -- 5,584 -- --
Total stockholders'
equity.................... 119 1,923 981 79,553 97,153
</TABLE>

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

(1) Reflects federal and certain additional state income tax expense for 1993,
1994 and 1995 that would have been required had the Company and its
predecessors operated as a C Corporation for all periods presented.

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

13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE DISCUSSION BELOW CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT ARE
BASED ON THE BELIEFS OF THE COMPANY'S MANAGEMENT, AS WELL AS ASSUMPTIONS MADE
BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S MANAGEMENT. THE
COMPANY'S RESULTS, PERFORMANCE AND ACHIEVEMENTS IN 1998 AND BEYOND COULD DIFFER
MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, ANY SUCH FORWARD-LOOKING
STATEMENTS. RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH MATERIAL DIFFERENCES INCLUDE THOSE DISCUSSED IN "RISK
FACTORS." THE COMPANY HAS NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING
STATEMENTS.

OVERVIEW

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, the Company estimates
that at least 90% of its 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, in which case revenues are recognized by the percentage of completion
method. These arrangements subject the Company to the risk of cost overruns;
however, historically, such overruns have not been significant. 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 package software implementations and
solutions-oriented, 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's consultants are subject to employment-at-will
contracts, which may be terminated upon two weeks notice without substantial
penalty or further expense to the Company.

Historically, the Company's revenue growth has been attributable to the
addition of new clients, growth of existing client relationships, the opening of
new branches and expanding the revenue base in existing locations. During 1997
and the first quarter of 1998, the Company supplemented its internal revenue
growth with the acquisitions of OCD, EBS, Axis, World and QCC. During 1998, the
Company intends to grow its existing branch locations and expand its network
through the traditional greenfield approach, supplemented by acquisitions. Each
of the branches originally developed by the Company has generated annual revenue
and gross profit growth since inception.

14
<PAGE>
RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
PERCENTAGE
YEAR ENDED DECEMBER 31, INCREASE FROM
PRIOR YEAR
------------------------------------- ----------------------------
1995 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Revenues................................................... 100% 100% 100% 71% 67%
Cost of services........................................... 63 61 59 66 62
--- --- ---
Gross profit........................................... 37 39 41 79 75
Costs and expenses:
Selling.................................................. 4 3 4 41 69
Recruiting............................................... 4 3 3 44 80
General and administrative............................... 26 25 24 60 65
Business combination costs............................... -- -- 1 -- *
--- --- ---
Total costs and expenses............................... 34 31 32 56 72
--- --- ---
Operating income........................................... 3 8 9 354 88
Other income (expense)..................................... -- 1 2 * 148
--- --- ---
Income before income taxes................................. 3 9 11 417 97
Income tax expense (benefit)............................... -- 3 5 * 129
--- --- ---
Net income................................................. 3 6 6 219 78

Pro forma adjustment to provision for income taxes......... 1 -- -- * --
--- --- ---
Net income (pro forma in 1995)............................. 2% 6% 6% 404% 78%
--- --- ---
--- --- ---
</TABLE>

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

* Not meaningful.

All prior period amounts have been restated to reflect the acquisition of
Axis in November 1997 accounted for using the pooling-of-interests method of
accounting, and information regarding the Company in this "Management's
Discussion and Analysis of Financial Condition and Results of Operation" section
gives effect to this acquisition. See Note 4 of Notes to Consolidated Financial
Statements.

In 1997, the Company completed four acquisitions for an aggregate cash
purchase price of $600,000 and the issuance of 1,978,536 shares of its Common
Stock (OCD-$600,000 and 53,850 shares; EBS-214,986 shares; Axis-1,575,078
shares; and World-134,622 shares). During 1997, the Company also purchased a
37,000 square foot building and its adjoining land for $2.0 million.

1997 COMPARED TO 1996

REVENUES. Revenues increased 67% to $173.5 million in 1997 from $103.7
million in 1996. The increase was attributable to the addition of new clients,
the growth of existing client relationships, the opening of new branches and
expanding the revenue base in existing branch locations. In addition, 1997
acquisitions accounted for 15% of total revenue in 1997. Chicago, the Company's
largest branch, grew 43% in 1997, while all other branches, exclusive of
acquisitions, grew in excess of 100%. During 1997, the Company's Solution
Strategies business unit grew in excess of 200%, while all other business units
grew in excess of 50%. Revenues from the Company's ten most significant clients
grew 4%, but as a percentage of total revenues declined to 17% in 1997 from 28%
in 1996.

GROSS PROFIT. Gross profit consists of revenues less cost of services,
which includes consultant salaries and benefits. Gross profit increased 75% to
$70.5 million in 1997 from $40.2 million in 1996. Gross margin as a percentage
of revenues increased to 41% in 1997 from 39% in 1996. This increase was
attributable to a

15
<PAGE>
change in the sales mix toward higher-end service offerings and the Company's
established branches reaching critical mass, and was partially offset by lower
margins in acquisitions and recently opened branches.

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 69% to $6.0 million
in 1997 from $3.6 million in 1996. As a percentage of revenues, selling expenses
increased to 4% in 1997 from 3% in 1996. This increase is attributable to an
increase in the Company's sales force.

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
80% to $5.9 million in 1997 from $3.3 million in 1996. The number of employees
increased 56% to 1,760 as of December 31, 1997, from 1,125 as of December 31,
1996, while recruiting costs per hire increased to approximately $6,000 in 1997
from approximately $5,000 in 1996 after giving effect to the 1997 acquisitions,
due to lower recruiting costs in 1996 of the acquired businesses. Recruiting
costs per hire for the Company remained constant at approximately $6,000 per
hire for 1997 and 1996 without considering the effects of 1997 acquisitions. As
a percentage of revenues, recruiting expenses remained constant at 3%. As of
December 31, 1997, approximately 80% of total employees were consultants.

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 65% to $42.1
million in 1997 from $25.5 million in 1996. The increase was primarily
attributable to the establishment of new branch offices, the expansion of
facilities at several other branch locations, the expansion of corporate and
branch management personnel to support the growth of the Company, costs
associated with the Company's strategic initiative focused on quality
improvements and integration costs associated with acquisitions. As a percentage
of revenues, general and administrative expenses declined to 24% in 1997 from
25% in 1996 due to operating efficiencies and economies of scale.

BUSINESS COMBINATION COSTS. As a percentage of revenues, business
combination costs accounted for 1%, or $1.7 million in 1997. The Company did not
incur business combination costs in 1996. Business combination costs consist of
legal, accounting and consulting fees, which were incurred in connection with
the acquisitions of EBS, Axis and World.

OPERATING INCOME. Operating income increased 88% to $14.8 million in 1997
from $7.9 million in 1996. As a percentage of revenues, operating income
increased to 9% in 1997 from 8% in 1996 due to the increase in gross profit
margin and the Company's ability to leverage its selling, recruiting, and
general and administrative infrastructure. Despite incurring business
combination costs of $1.7 million and start-up costs of over $3.0 million, the
Company was able to increase its operating margin by 1% as a percentage of
revenues.

OTHER INCOME (EXPENSE). Other income (expense) increased 148% to $3.4
million in 1997 from $1.4 million in 1996. This increase is primarily
attributable to the Company earning interest on investments of available net
proceeds from the Company's initial and follow-on public offerings for a full
year compared to a partial year in 1996.

INCOME TAX EXPENSE (BENEFIT). The Company's effective tax rate was 43% in
1997 as compared to 37% in 1996. This increase is primarily attributable to
non-deductible business combination costs of $1.5 million in 1997.

1996 COMPARED TO 1995

REVENUES. Revenues increased 71% to $103.7 million in 1996 from $60.8
million in 1995. Each of the Company's branch offices experienced revenue growth
in excess of 50% for 1996 compared to 1995. The opening of the Dallas branch in
the first quarter of 1996 contributed approximately $2.0 million to

16
<PAGE>
revenues. During 1996, the Company expanded its package software expertise in
SAP, Oracle and PeopleSoft, and introduced new services including a Year 2000
solution, Internet/intranet services, organizational change management, and
software testing and quality assurance. Revenues from the Company's ten most
significant clients grew 41%, but as a percentage of total revenues declined to
28% in 1996 from 34% in 1995.

GROSS PROFIT. Gross profit increased 79% to $40.2 million in 1996 from
$22.5 million in 1995. Gross margin as a percentage of revenues grew to 39% in
1996 from 37% in 1995. This increase was attributable to a change in the sales
mix toward higher-end service offerings and the Company's established branches
reaching critical mass, partially offset by lower margins in recently opened
branches and acquisitions.

SELLING EXPENSES. Selling expenses increased 41% to $3.6 million in 1996
from $2.5 million in 1995. The Company's selling expenses, as a percentage of
revenues, decreased to 3% of revenues from 4% of revenues in 1996 and 1995,
respectively. The decrease as a percentage of revenues was attributable to a
change in the structure of the sales commission plan, the Company's ability to
leverage its fixed costs over a greater revenue base and lower selling expenses
in Axis.

RECRUITING EXPENSES. Recruiting expenses increased 44% to $3.3 million in
1996 from $2.3 million in 1995. The Company benefited from expanded hiring
activity in the fourth quarter of 1995, lower attrition rates and reduced costs
per hire. The number of employees increased 56% to 1,125 as of December 31, 1996
from 721 as of December 31, 1995, while total recruiting costs per hire
decreased to approximately $5,000 in 1996 from $5,500 in 1995. As a percentage
of revenues, recruiting expenses decreased to 3% of revenues from 4% of revenues
in 1996 and 1995, respectively. This decrease is attributable to lower
recruiting costs of Axis.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 60% to $25.5 million in 1996 from $15.9 million in 1995. This increase
was primarily attributable to the establishment of new branch offices, the
expansion of facilities at several other branch locations, increased personnel
computer leasing due to the rollout of laptop computers for consultants, and the
expansion of corporate and branch management personnel to support the growth of
the Company. As a percentage of revenues, general and administrative expenses
declined to 25% in 1996 from 26% in 1995.

OPERATING INCOME. Operating income increased 354% to $7.9 million in 1996
from $1.7 million in 1995. As a percentage of revenues, operating income
increased to 8% in 1996 from 3% in 1995 due to the increase in gross profit
margin and the Company's ability to leverage its selling, recruiting and general
and administrative infrastructure. Despite incurring start-up costs of $2.0
million for new branches, the Company was able to increase its operating margin
by 5% as a percentage of revenues.

OTHER INCOME (EXPENSE). The increase in other income (expense) in 1996 as
compared to 1995 was primarily attributable to interest earned on investments of
available net proceeds from the Company's initial and follow-on public
offerings.

INCOME TAX EXPENSE (BENEFIT). The Company's effective tax rate was 37% in
1996 as compared to 36% on a pro forma basis in 1995. Prior to December 31,
1995, the Company operated as a partnership. The pro forma tax adjustment for
1995 represents federal and additional state income tax expense that would have
been required had the Company operated as a C corporation during the entire
period. See Note 9 of Notes to Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1997, the Company had approximately $67.8 million of cash,
cash equivalents, and short-term investments. Prior to its initial public
offering in May 1996, the Company's primary source of liquidity had been
operating cash flow, periodically supplemented by borrowings under the Company's
revolving credit and term facilities with a commercial bank. The Company has a
loan agreement for up to $5.0 million of unsecured credit with interest, at the
Company's option, at LIBOR plus 1.5% or the lender's prime rate. There were no
borrowings under this loan agreement as of April 6, 1998. The

17
<PAGE>
Company's loan agreement expired on April 30, 1998, and the Company is currently
in the process of renewing this loan agreement.

On May 8, 1996, the Company completed an initial public offering of its
Common Stock, which resulted in net proceeds to the Company of $37.8 million. A
portion of the proceeds from the offering were used to retire the Company's term
facilities. On August 27, 1996, the Company completed a follow-on public
offering of its Common Stock resulting in net proceeds to the Company of
approximately $27.8 million.

Operating activities provided net cash flows of $2.9 million, $3.2 million
and $7.5 million in 1995, 1996 and 1997, respectively, primarily as the result
of increases in net income and in accrued compensation and is partially offset
by increases in accounts receivable.

Capital expenditures of $2.0 million, $4.0 million and $10.9 million in
1995, 1996 and 1997, respectively, consisted primarily of real estate, computer
equipment and software and office furniture and equipment to support the growth
and expansion of the Company. In April 1997, the Company purchased a Chicago
West Loop building, of approximately 37,000 square feet, and its adjoining land
for approximately $2.0 million. In February 1998, the Company purchased three
buildings, of approximately 59,000 square feet, for $1.7 million, which are
adjacent to the building purchased in April 1997. In addition, the Company is
committed to purchase in the year 2000 another adjacent building of
approximately 120,000 square feet for $2.9 million. These buildings, which will
be part of the Company's West Loop complex, will accommodate the further
development of WHISE, the relocation of the Company's headquarters and the
growth of Company's branch office. The Company anticipates that a substantial
majority of the net proceeds of this offering will be used to finance this
development and expansion of the Company's Chicago West Loop complex. See "Use
of Proceeds."

During 1997, cash was supplemented by the exercise of stock options and the
purchase of common stock through the employee purchase plan, which accounted for
$3.8 million.

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

YEAR 2000

The Company believes that the effect of the Year 2000 on its internal
information systems will have an immaterial impact on the Company. The Company
believes that a majority of middle-market companies have yet to achieve Year
2000 compliance. To resolve the Year 2000 issue, many companies are electing to
install new package software applications, rather than modify existing systems,
thus creating significant demand for package software-related services such as
those provided by the Company. Consequently, the Company believes that
companies' need to address their Year 2000 compliance is creating significant
demand for IT products and services such as those provided by the Company. There
can be no assurance that the passage of the Year 2000 will not have a material
adverse effect on the demand for the Company's services. In addition, while the
Company is not aware of any existing or potential claims, the occurrence of Year
2000 related system failures in the information systems of clients of the
Company could have a material adverse effect on the Company's business,
financial condition and results of operation, whether or not the Company bears
any responsibility, legal or otherwise, for the occurrence of those problems.

ACQUISITIONS

On March 27, 1997, the Company acquired the business operations and select
assets of OCD, a Chicago-based firm dedicated to strategic business consulting.
The purchase price included a cash payment of $600,000 and 53,850 shares
(approximate market value of $900,000) of restricted common stock that vests,
pro rata, over a four-year period.

On September 8, 1997, EBS merged into the Company in a business combination
accounted for as a pooling-of-interests. The Company issued 214,986 shares of
its Common Stock in exchange for all of the

18
<PAGE>
common stock of EBS. EBS is a Washington-based developer and marketer of
software products and services designed to help companies select software
systems. The stockholders' equity and operations of EBS were not material in
relation to those of the Company. As such, the Company has recorded the
combination as of September 8, 1997 without restating prior periods' statements
of earnings to reflect the pooling-of-interests combination.

On November 21, 1997, the Company acquired all the outstanding capital stock
of Axis for 1,575,078 shares of its Common Stock. Headquartered in San Francisco
with an office in New Jersey, Axis' approximately 130 professionals provide
SAP-Registered Trademark-, network, Microsoft-Registered Trademark- enterprise,
database and midrange solutions. This business combination has been accounted
for as a pooling-of-interests combination and, accordingly, the consolidated
financial statements for periods prior to the combination have been restated to
include the accounts and results of operations of Axis.

On November 21, 1997, the Company acquired all the outstanding capital stock
of World for 134,622 shares of its Common Stock. Based in London, England, World
specializes in J.D. Edwards implementation solutions through a network of
approximately 30 IT professionals. This business combination has been accounted
for as a pooling-of-interests combination. The stockholders' equity and
operations of World were not material in relation to those of the Company. As
such, the Company has recorded the combination without restating prior periods'
statements of earnings to reflect the pooling-of-interests combination.

On March 30, 1998, the Company acquired all of the outstanding capital stock
of QCC for 300,000 shares of its Common Stock. Based in Boston, QCC specializes
in Oracle, J.D. Edwards, data warehousing, business process reengineering and
Year 2000 solutions through a network of 60 IT professionals. This business
combination has been accounted for as a pooling-of-interests combination. The
stockholders' equity and operations of QCC were not material in relation to
those of the Company. As such, the Company has recorded the combination without
restating prior periods' statements of earnings to reflect the
pooling-of-interests combination.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." In addition to net income, comprehensive income includes
items recorded directly to stockholders' equity such as the income tax benefit
related to the exercise of certain stock options. This statement establishes new
standards for reporting and displaying comprehensive income and its components
in a full set of general-purpose financial statements. This statement is
effective for fiscal years beginning after December 15, 1997. Adoption of this
standard will only require additional financial statement disclosure detailing
the Company's comprehensive income.

In June 1997, the FASB also issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131 supersedes SFAS No. 14
"Financial Reporting for Segments of a Business Enterprise" and establishes new
standards for reporting information about operating segments in interim and
annual financial statements. This statement is effective for fiscal years
beginning after December 15, 1997. The Company does not believe that SFAS No.
131 will have a significant impact on its financial statements.

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth certain unaudited quarterly operating
information for each of the eight quarters ending with the quarter ended
December 31, 1997. This data has been prepared on the same basis as the audited
financial statements, and in management's opinion, includes all adjustments,
consisting only of normal recurring adjustments, necessary for the fair
presentation of the information for the periods

19
<PAGE>
presented. 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
--------------------------------------------------------------------------------------
MAR. 31, JUN. 30, SEP. 30, DEC. 31, MAR. 31, JUN. 30, SEP. 28, DEC. 31,
1996 1996 1996 1996 1997 1997 1997 1997
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.............................. $ 21,153 $ 24,789 $ 27,381 $ 30,398 $ 34,945 $ 41,132 $ 45,515 $ 51,885
Cost of services...................... 12,696 15,048 16,360 19,400 20,867 24,494 26,519 31,057
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit........................ 8,457 9,741 11,021 10,998 14,078 16,638 18,996 20,828
Cost and expenses:

Selling............................. 805 910 942 918 1,220 1,525 1,609 1,692
Recruiting.......................... 762 896 947 660 996 1,423 1,759 1,688
General and administrative.......... 5,433 6,394 6,634 7,066 8,339 9,545 11,234 12,965
Business combination costs.......... -- -- -- -- -- -- -- 1,771
--------- --------- --------- --------- --------- --------- --------- ---------
Total costs and expenses.......... 7,000 8,200 8,523 8,644 10,555 12,493 14,602 18,116
Operating income...................... 1,457 1,541 2,498 2,354 3,523 4,145 4,394 2,712

Other income (loss)................... (1) 313 307 741 740 795 908 932
--------- --------- --------- --------- --------- --------- --------- ---------

Income before income taxes............ 1,456 1,854 2,805 3,095 4,263 4,940 5,302 3,644
Income tax expense.................... 468 674 1,121 1,159 1,714 2,003 2,093 2,022
--------- --------- --------- --------- --------- --------- --------- ---------
Net income............................ $ 988 $ 1,180 $ 1,684 $ 1,936 $ 2,549 $ 2,937 $ 3,209 $ 1,622
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
QUARTERS ENDED
--------------------------------------------------------------------------------------
MAR. 31, JUN. 30, SEP. 30, DEC. 31, MAR. 31, JUN. 30, SEP. 28, DEC. 31,
1996 1996 1996 1996 1997 1997 1997 1997
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenues, as
Previously reported................. $ 17,794 $ 21,069 $ 23,302 $ 25,327 $ 29,046 $ 34,732 $ 39,252 $ 51,885
Adjustments(1)........................ 3,359 3,720 4,079 5,071 5,899 6,400 6,263 --
--------- --------- --------- --------- --------- --------- --------- ---------
Total revenues........................ 21,153 24,789 27,381 30,398 34,945 41,132 45,515 51,885

Gross Profit, as
Previously reported................. 7,119 8,382 9,459 9,839 11,681 14,160 16,581 20,828
Adjustments(1)........................ 1,338 1,359 1,562 1,159 2,397 2,478 2,415 --
--------- --------- --------- --------- --------- --------- --------- ---------
Total gross profit.................... 8,457 9,741 11,021 10,998 14,078 16,638 18,996 20,828
Operating income, as
Previously reported................. 1,118 1,421 2,362 2,515 2,698 3,315 3,788 2,712
Adjustments(1)........................ 339 120 136 (161) 825 830 606 --
--------- --------- --------- --------- --------- --------- --------- ---------
Total operating income................ 1,457 1,541 2,498 2,354 3,523 4,145 4,394 2,712
Net income, as
Previously reported................. 668 1,077 1,684 2,074 2,081 2,452 2,861 1,622
Adjustments(1)........................ 320 103 -- (138) 468 485 348 --
--------- --------- --------- --------- --------- --------- --------- ---------
Total net income...................... $ 988 $ 1,180 $ 1,684 $ 1,936 $ 2,549 $ 2,937 $ 3,209 $ 1,622
</TABLE>

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

(1) Adjustments reflect the effect of the Axis acquisition accounted for as a
pooling-of-interests on the amounts previously reported in the Company's
filings with the Securities and Exchange Commission. See Note 4 of Notes to
Consolidated Financial Statements for a more detailed discussion of this
transaction.

20
<PAGE>
BUSINESS

THE DISCUSSION BELOW CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT ARE
BASED ON THE BELIEFS OF THE COMPANY'S MANAGEMENT, AS WELL AS ASSUMPTIONS MADE
BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S MANAGEMENT. THE
COMPANY'S RESULTS, PERFORMANCE AND ACHIEVEMENTS IN 1998 AND BEYOND COULD DIFFER
MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, ANY SUCH FORWARD-LOOKING
STATEMENTS. SEE "RISK FACTORS" FOR A DISCUSSION OF RISKS, UNCERTAINTIES AND
OTHER FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH MATERIAL DIFFERENCES. THE
COMPANY HAS NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS.

SUMMARY

Whittman-Hart provides strategic information technology 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 solutions in
the client/server, open systems and midrange computing environments. The Company
provides its services through five business units: Solution Strategies, Package
Software Solutions, Custom Applications, Network Enabled Solutions, and
Interactive Solutions. Among the services offered are systems integration;
strategic IT planning; business process reengineering; organizational change
management; package software evaluation and implementation; custom application
development; networking and connectivity; conventional and multimedia
documentation and training; design and implementation of collaborative computing
and electronic commerce solutions (such as Internet/intranet 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 sells and delivers its services through a network of sixteen
branch offices located in Atlanta; Boston; Chicago; Cincinnati; Cleveland;
Columbus, Ohio; Dallas; Denver; Grand Rapids, Michigan; Indianapolis; Milwaukee;
Minneapolis; Morristown, New Jersey; Peoria, Illinois; San Francisco and London,
England. Based on its experience operating its existing branches, the Company
has developed a geographic expansion strategy which includes establishing new
branches through both a greenfield approach and strategic acquisitions. The
Company opened its Dallas and Columbus branches in 1996, its Cleveland, Grand
Rapids and Atlanta branches in 1997, and its Minneapolis branch in the first
quarter of 1998. Expansion plans for 1998 include significant growth of recently
opened and acquired operations, continued evaluation of strategic acquisitions
and solidifying the Company's Midwest presence by opening branches in cities
such as Detroit, St. Louis and Kansas City.

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.

21
<PAGE>
These advances have greatly enhanced the ability of companies to benefit from
the application of IT. Consequently, the number of companies desiring to use IT
in new ways and the number of end users within these organizations are rising
rapidly.

As a result of the variety and complexity of these new technologies, IT
managers must integrate and manage open systems and distributed computing
environments consisting of multiple computing platforms, operating systems,
databases and networking protocols, and must implement off-the-shelf software
applications to support business objectives. Companies must also continually
keep pace with new developments, which often quickly 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 solutions. IT managers are
charged with developing and supporting increasingly complex 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. 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
require sophisticated, experienced counsel to achieve their business objectives.
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 that are more difficult and less cost-effective to manage
and can adversely impact the quality and compatibility of IT solutions. The
Company also believes that a majority of middle-market companies have yet to
achieve Year 2000 compliance. To resolve the issue, many companies are electing
to install new package software applications, rather than modify existing
systems, thus creating significant demand for package software-related services.
Whittman-Hart provides middle-market companies with an objective, single-source
for all of their IT needs.

THE WHITTMAN-HART SOLUTION

The Whittman-Hart solution is designed to enable middle-market companies and
divisions and departments of Fortune 500 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.

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 five business units, with each business unit addressing a
specific area of IT and specific IT problems. This structure enables the Company
to be a single source provider of IT services while maintaining advanced skill
sets offered by each business unit. The Company delivers modularized services
using resources from one business unit as well as enterprise-wide solutions
integrating resources from multiple business units. 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 expand the service lines of existing business units to enhance
the Company's ability to support its clients' ongoing IT requirements.

22
<PAGE>
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. The branch network increases efficiencies to clients, enhances
responsiveness and minimizes 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 their
locales. 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 package software applications, platforms and
operating systems. Consistent with this approach, the Company avoids the bias of
generating significant revenue from promoting particular 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.

FIVE-YEAR STRATEGIC BUSINESS PLAN: FOCUS 2002

FOCUS ON THE MIDDLE MARKET. Whittman-Hart believes demand will remain
strong for IT services among middle-market companies. The Company also believes
its middle-market clients require a wide range of solutions, from specific
technical capabilities to complete enterprise-wide solutions. Also, given that
middle-market companies generally operate under a flatter, more resource-limited
organization than large companies, Whittman-Hart's willingness and ability to
transfer knowledge from its consultants to its client's staff is important to
project success. The Company has structured and integrated its business
development process and service delivery methodologies to accommodate this
market segment's needs.

EXPAND GEOGRAPHIC PRESENCE. Whittman-Hart plans to expand by adding
branches in targeted locations through both a greenfield approach and strategic
acquisitions. The Company uses an evaluation methodology to identify cities that
possess the characteristics needed to support a successful branch operation.
Under the methodology, 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 Company believes at least 25
domestic cities satisfy its branch expansion criteria. Additionally, the
Company's branch network model minimizes costs by reducing consultant travel
expenses and attracts IT professionals who wish to work in the markets where
they live.

The Company opened its Dallas and Columbus branches in 1996, its Cleveland,
Grand Rapids and Atlanta branches in 1997, and its Minneapolis branch in the
first quarter of 1998, through greenfield expansion. Also in 1997, the Company
developed its presence in San Francisco, New York and London through the
acquisitions of Axis and World. In 1998, the Company established a presence in
Boston through its acquisition of QCC. Expansion plans for 1998 include
significant growth of recently opened operations in Minneapolis and continued
evaluation of strategic acquisitions and new branch locations.

ANTICIPATE AND RESPOND TO MARKET OPPORTUNITIES. 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, in 1997 the
Company established a National Solutions organization to identify, develop and
launch new IT services. The Company believes its solution development process is
a competitive advantage. The process enables high-value services to be delivered
consistently and efficiently through the Company's branch network. Each solution
packaged for the market has been previously implemented at

23
<PAGE>
numerous Whittman-Hart clients with a common methodology to ensure quality
deliverables. In addition to internal development, the Company adds new
competencies and skills through acquisition. In 1997, Whittman-Hart acquired OCD
and EBS, augmenting the Company's existing strategic IT services delivered
through its Solution Strategies business unit. Through its acquisition of Axis
in November 1997, the Company gained additional expertise in SAP, network,
Microsoft enterprise, database, and midrange solutions. In addition, in March
1998, the Company acquired QCC, an IT services provider specializing in Oracle,
J.D. Edwards, data warehousing, business process reengineering and Year 2000
solutions.

Recent additions to the service line include package software evaluation
services integrating EBS' ChooseSmart-Registered Trademark- tools with
Whittman-Hart's testing methodology, and customized, performance-based end-user
training for package software implementations.

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 ability to address its clients' needs throughout the life cycle of
their IT systems distinguish the Company from many of its competitors.

PURSUE AGREEMENTS WITH BUSINESS PARTNERS. Whittman-Hart forms strategic
relationships with business partners to share technical and industry knowledge
and pursue joint marketing opportunities. For example, the Company has
established business partner relationships with such companies as Informix
Software, Inc., IBM Corporation, INTO2000, Inc., J.D. Edwards, Inc., Lotus
Corporation, Microsoft Corporation, Novell, Inc., Oracle Corporation, SAP AG,
System Software Associates, Inc. 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.

ATTRACT, DEVELOP AND RETAIN IT PROFESSIONALS WITH THE SKILLS AND
COMPETENCIES THAT MAXIMIZE CLIENT VALUE. In order to address the strong demand
for qualified consultants in the IT services industry, the Company has
established a National Recruiting organization to facilitate the identification
of senior-level employee candidates and the efficient processing of a large
number of applicants. 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. The Company reimburses
employees for education and training, provides computer-based training curricula
and provides employees with hands-on training experience in a diverse array of
computing environments.

LEVERAGE INTELLECTUAL CAPITAL AND FOSTER ORGANIZATIONAL LEARNING. The
Company believes that the greatest value and competitive advantage it offers is
the collective knowledge, or intellectual capital of its employees. As the
Company launches branches in new cities, acquires other firms, has more of its
employees work remotely, and provides services for technology which is
increasingly complex, it becomes more difficult to build, share and apply
knowledge throughout the organization. To that end, the Company is continuing to
build the infrastructure to enable it to leverage the intellectual assets of the
Company.

WHISE is the Company's strategic learning institution designed to contribute
to the execution of the Company's strategic business plan--Focus 2002. The goal
of WHISE is to help achieve the plan's objectives by providing employees with
opportunities to build competencies that maximize client value and by increasing
employee retention. WHISE provides a specialized training methodology using a
"virtual learning environment" to guide consultants through a progression of
skill and competency development

24
<PAGE>
programs. WHISE employs instructor-led multimedia and computer-based training
and tools, as well as distance learning and self-study programs. The Company
believes that the WHISE curriculum and methodology enable it to train employees
efficiently and effectively, and to develop consultants with both business and
technical expertise.

Through WHISE, the Company has also formed strategic partnerships with
external educational institutions, such as formal apprenticeship and internship
programs, joint seminars and symposiums, joint research and publication
activities, and joint degree and certification programs. These strategic
partnerships support the Company's business needs by enhancing specific
technology skills in potential employee recruits that are needed in the
Company's business and by raising the Company's name recognition and profile
with institutions that will supply many of the Company's future employees.

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. 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.

The Company delivers its solutions through five business units focused on
providing integrated services in specific areas of expertise -- Solution
Strategies, Package Software Solutions, Custom Applications, Network Enabled
Solutions, and Interactive Solutions. These groups also work together to provide
cross-functional solutions. For example, solutions for the Internet incorporate
disciplines from the full spectrum of Whittman-Hart's business units.

SOLUTION STRATEGIES. The Solution Strategies business unit helps clients
identify their critical business objectives and formulates integrated people,
process and technology solutions to improve their business. Services provided by
this group include: managing cross-functional business solutions; developing IT
strategies; designing information architectures; and implementing business
process redesign, industry specific solutions and organizational change
management.

PACKAGE SOFTWARE SOLUTIONS. The Package Software Solutions business unit
employs a business-requirements and user-driven methodology for rapid package
software implementations. Combined with end-user training, quality assurance and
organizational change management, Whittman-Hart provides a complete package
implementation solution. The group has teams dedicated to the products of
popular software vendors, including J.D. Edwards, Oracle, PeopleSoft, SAP and
System Software Associates.

CUSTOM APPLICATIONS. The Custom Applications business unit develops and
maintains custom business software applications, from analysis and design
through software testing and quality assurance. The group employs traditional
approaches and software reuse frameworks to develop applications that meet
clients' needs rapidly and efficiently with high quality results. The group
works with a wide range of development technologies from mainstream application
development languages and technologies to state-of-the-art CASE and
object-oriented tools.

NETWORK ENABLED SOLUTIONS. The Network Enabled Solutions business unit uses
network computing strategies and technologies to develop business connectivity
solutions that allow people, technology and organizations to work
collaboratively, regardless of geographic location. Examples of these solutions
include network design and management, and Internet and electronic commerce
strategies.

INTERACTIVE SOLUTIONS. The Interactive Solutions business unit helps
clients assess their training and education needs and develop appropriate
strategies. The group provides customized, performance-based training solutions
to support package and custom software system implementations in instructor-led
and

25
<PAGE>
computer-based formats. The group also develops multimedia presentations and
World Wide Web site designs.

CLIENTS

Whittman-Hart's clients consist primarily of middle-market companies ranging
from $50 million to $500 million in annual revenues and divisions and
departments of Fortune 500 companies. Many of the Company's 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 28%
and 17% of its revenues during 1996 and 1997, respectively. During 1995, 1996
and 1997, no client accounted for more than 10% of the Company's total revenues.
Annual revenues from each of the Company's ten largest clients in 1997 ranged
from approximately $2.0 million to $7.1 million. The Company has served clients
in a broad range of industries, including the following:

<TABLE>
<S> <C> <C>
COMMUNICATIONS CONSUMER PRODUCTS DISTRIBUTION
Advantis Brach & Brock Confections, Inc. Amway Corporation
Ameritech Custom Business Select Beverages Boise Cascade Office Products Corp.
ITP Southwest Publishing Sutter Home Winery, Inc. Brightpoint, Inc.

FINANCIAL SERVICES HEALTHCARE INSURANCE
American National Bank and Trust of Emcare, Inc. American General Finance
Chicago Community Hospital of Indianapolis Blue Cross/Blue Shield of Illinois
Banc One Services Corporation Ohio State University Medical Center State Farm Insurance Company
Novus Services, Inc.

MANUFACTURING PHARMACEUTICALS PROFESSIONAL SERVICES
Caterpillar, Inc. Abbot Laboratories Manpower International Inc.
General Cable Corporation Bristol-Myers Squibb Company Sidley & Austin
Herff Jones, Inc. Eli Lilly and Company Winston & Strawn
Viskase Corporation
</TABLE>

<TABLE>
<S> <C>
RETAIL TECHNOLOGY
Cotter & Company Molex Inc.
Pleasant Company Pentax Technologies Corp.
Walgreen Co. PLATINUM TECHNOLOGY, INC.
</TABLE>

SALES AND MARKETING

Whittman-Hart markets and provides its services directly through its branch
offices. Sources of new client relationships include referrals, telemarketing
and Whittman-Hart's integrated marketing activities. The Company's Business
Development organization is supported by its prospect database, which includes
the names of companies and decision-makers in each targeted geographic market.
This proprietary Lotus-TM- 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.

In 1997, the Company introduced a team-based selling approach, focusing on
introducing enterprise-wide solutions to "C" level executives (CEO, CIO, CFO,
etc). The approach incorporates representatives from both the business
development and solution delivery disciplines. 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 to
help develop the initial proposal. An Enterprise Account Manager (EAM) is
assigned to the account to establish a long-term relationship. The EAM serves as
the client's primary source of IT advice and overall coordinator of
Whittman-Hart's multiple service offerings to the client.

26
<PAGE>
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 April 6, 1998, the Company employed
approximately 2,050 employees, of whom approximately 1,550 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 WHISE to
guide consultants through a progression of skill and competency development
programs. The Company reimburses employees for education and training, provides
computer-based training curricula and provides employees with hands-on training
experience in a diverse array of computing environments. In addition,
Whittman-Hart developed a centralized New Employee Orientation (NEO) program
that features facilitated multimedia presentations and a computer-based training
program.

None of the Company's employees are subject to a collective bargaining
arrangement. Whittman-Hart has entered into employment agreements, which are
terminable upon two weeks notice (without substantial penalty), with virtually
all of its sales, recruiting and technical personnel. The agreements contain
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 Company believes its principal competitive advantages in the IT services
market include: (i) focus on the middle market; (ii) breadth of services
offered; (iii) technical expertise; (iv) knowledge and experience in the
industry; (v) perceived value; (vi) quality of service and responsiveness to
client needs; and (vii) 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 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.

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,

27
<PAGE>
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.

PROPERTIES

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, Minneapolis, Atlanta, Denver,
Grand Rapids, Cincinnati, Peoria, Ft. Wayne, Dallas, Cleveland, Columbus, San
Francisco, New Jersey and London. In addition, the Company purchased an
approximately 37,000 square foot West Loop facility in Chicago in April 1997,
and three of its adjacent buildings, approximating 59,000 square feet, in
February 1998. In the year 2000, the Company is committed to purchase an
approximately 120,000 square foot building adjacent to the Company's recently
acquired Chicago West Loop facilities, for approximately $2.9 million. These
facilities are being acquired to expand and develop the Company's West Loop
complex, which will house WHISE, the Company's Chicago branch and the Company's
headquarters. When completed, the Chicago West Loop complex will provide
state-of-the-art facilities for approximately 1,000 employees. 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 presently involved in any legal proceedings which the
Company believes are material to its business.

28
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company and their respective
ages and positions as of March 31, 1998, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Robert F. Bernard.................................... 36 Chairman of the Board and Chief Executive Officer

Edward V. Szofer..................................... 38 Director, President and Secretary

Kevin M. Gaskey...................................... 39 Chief Financial Officer and Treasurer

Stanley F. Martin.................................... 43 Chief Operating Officer

Robert F. Steel (1)(2)............................... 43 Director

Paul D. Carbery (1)(2)............................... 36 Director

Lawrence P. Roches (1)(2)............................ 46 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 Chairman of the
Board and Chief Executive Officer of the Company since its inception in 1984.
From 1984 to August 1997, Mr. Bernard also served as the Company's President. 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,
has been President since August 1997 and Secretary since May 1996. Prior to
August 1997, Mr. Szofer served as Vice President of the Company. 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, a certified public accountant, has served as the Chief
Financial Officer and Treasurer of the Company since early 1990. From 1985 to
1990, Mr. Gaskey held various corporate and division financial management
positions with Baxter International, Inc., with a significant focus on Baxter's
Caribbean operations, as well as overseeing the financial arm of their start-up
software entity. Prior to 1985, Mr. Gaskey was employed by Beatrice Companies,
Inc. and KPMG Peat Marwick LLP.

STANLEY F. MARTIN has served as the Company's Chief Operating Officer since
August 1997. Mr. Martin joined the Company in January 1997 as the Vice President
of Sales and Marketing before becoming the Company's Chief Operating Officer.
From 1994 until joining the Company, Mr. Martin was the Area Director of Sales
and Marketing for Ernst & Young LLP in New York. From 1988 to 1994, Mr. Martin
served as a Divisional Vice President with Siemens Nixdorf Information Systems,
managing a business unit that developed, marketed and sold client server
applications for the U.S. market. Mr. Martin previously served in a variety of
management positions with IBM Corporation.

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.

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
Mastering, Inc. as well as several privately held companies.

29
<PAGE>
LAWRENCE P. ROCHES has served as a director of the Company since August
1995. He was the Chief Executive Officer and a director of Quantra Corporation,
a provider of investment management systems for securities, mortgage loans and
real estate portfolios from September 1994 to March 1998. 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.

SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of March 31, 1998, and as adjusted to reflect the
sale of the shares offered hereby, by each of the Selling Stockholders. Unless
otherwise indicated in the footnotes to the table set forth below, each person
or entity named below has, 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 (2)(3).............................. 7,465,714 32.0% 1,053,873 6,411,841 25.6%
Graham Weston (2)(3).................................. 662,939(4) 2.8 25,000 637,939 2.6
Peter Boboff (2)(3)................................... 537,939(4) 2.3 75,000 462,939 1.9
Edward V. Szofer (2)(3)............................... 432,403 1.9 25,000 407,403 1.6
Alphonse M. Lucchese, Jr. (2)(3)...................... 161,050(5) * 50,000 111,050 *
Edward J. Quinn (3)................................... 150,000 (5) * 50,000 100,000 *
Susan B. Reardon (2)(3)............................... 102,314 * 15,000 87,314 *
Arthur R. Roldan...................................... 50,468 * 6,127 44,341 *
</TABLE>

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

* Less than 1%.

(1) Assumes no exercise of the Underwriters' over-allotment option.

(2) Includes shares of Common Stock which can be acquired through the exercise
of options within 60 days of March 31, 1998, as follows: Robert F. Bernard
-- 19,730; Graham Weston -- 400 shares; Peter Boboff -- 400 shares; Edward
V. Szofer -- 52,163 shares; Alphonse M. Lucchese, Jr. -- 11,050 shares; and
Susan B. Reardon --56,728 shares.

(3) Mr. Bernard is the Chairman of the Board and Chief Executive Officer, Mr.
Szofer is the President and Secretary, and Ms. Reardon and Messrs. Weston,
Boboff, Lucchese, Jr. and Quinn are employees of the Company.

(4) Represents registered shares acquired in connection with the Company's
acquisition of Axis.

(5) Represents shares acquired in connection with the Company's acquisition of
QCC. In connection with the acquisition, Messrs. Lucchese, Jr. and Quinn
received registration rights covering 50% of their shares of Common Stock of
the Company.

30
<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement dated May
4, 1998 (the "Underwriting Agreement"), the Underwriters named below, who are
represented by Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"),
Adams, Harkness & Hill, Inc., BancAmerica Robertson Stephens, and Deutsche
Morgan Grenfell Inc. (the "Representatives") have severally agreed to purchase
from the Company and the Selling Stockholders, the respective number of shares
of Common Stock set forth opposite their names below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES

<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation.................................................. 1,205,768
Adams, Harkness & Hill, Inc.......................................................................... 482,308
BancAmerica Robertson Stephens....................................................................... 482,308
Deutsche Morgan Grenfell Inc......................................................................... 241,154
NationsBanc Montgomery Securities LLC................................................................ 196,154
Barrington Research Associates, Inc.................................................................. 196,154
Volpe Brown Whelan & Company, LLC.................................................................... 196,154
----------
Total.............................................................................................. 3,000,000
----------
----------
</TABLE>

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

The Underwriters initially propose to offer the shares of Common Stock in
part directly to the public at the price set forth on the cover page of this
Prospectus and in part to certain dealers at such price, less a concession not
in excess of $1.30 per share. The Underwriters may allow, and such dealers may
re-allow to certain other dealers, a concession not in excess of $0.10 per
share. After the initial offering of the Common Stock, the public offering price
and other selling terms may be changed by the Underwriters at any time without
notice.

The Company has granted to the Underwriters an option, exercisable within 30
days after the date of this Prospectus, to purchase from time to time, in whole
or in part, up to an aggregate of 450,000 additional shares of Common Stock at
the initial public offering price less the underwriting discounts and
commissions. The Underwriters may exercise such option solely to cover
over-allotments, if any, made in connection with the offering. To the extent
that the Underwriters exercise such option, each Underwriter will become
obligated, subject to certain conditions, to purchase its pro rata portion of
such additional shares based on such Underwriter's percentage underwriting
commitment as indicated in the preceding table.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.

The Company and each of the Selling Stockholders has agreed, subject to
certain exceptions, not to (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock or (ii) enter into any swap
or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any Common Stock (regardless of
whether any of the transactions described in clause (i) or (ii) is to be settled
by the delivery of Common Stock, or such other securities, in cash or otherwise)
for a period of 90 days after the date of this Prospectus without the prior
written consent of DLJ, except that the Company may issue shares upon the
exercise of stock options

31
<PAGE>
granted prior to the date of this Prospectus, and may grant additional options
under its stock option and other employee compensation plans, provided that,
without the prior written consent of DLJ, such options shall not be exercisable
during such period. In addition, during such period, the Company has also agreed
not to file any registration statement with respect to, and each of the Selling
Stockholders has agreed not to make any demand for, or excise any right with
respect to, the registration of any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock without DLJ's
prior written consent.

Other than in the United States, no action has been taken by the Company,
the Selling Stockholders or the Underwriters that would permit a public offering
of the shares of Common Stock offered hereby in any jurisdiction where action
for that purpose is required. The shares of Common Stock offered hereby may not
be offered or sold, directly or indirectly, nor may this Prospectus or any other
offering material or advertisements in connection with the offer and sale of any
such shares of Common Stock be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with the applicable
rules and regulations of such jurisdiction. Persons into whose possession this
Prospectus comes are advised to inform themselves about and to observe any
restrictions relating to the offering of the Common Stock and the distribution
of this Prospectus. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any shares of Common Stock offered hereby in any
jurisdiction in which such an offer or a solicitation is unlawful.

The Underwriters and dealers may engage in passive market making
transactions in the Common Stock in accordance with Rule 103 of Regulation M
promulgated by the Commission. In general, a passive market maker may not bid
for or purchase shares of Common Stock at a price that exceeds the highest
independent bid. In addition, the net daily purchases made by any passive market
maker generally may not exceed 30% of its average daily trading volume in the
Common Stock during a specified two-month prior period, or 200 shares, whichever
is greater. A passive market maker must identify passive market making bids as
such on the Nasdaq electronic inter-dealer reporting system. Passive market
making may stabilize or maintain the market price of the Common Stock above
independent market levels. Underwriters and dealers are not required to engage
in passive market making and may end passive market making activities at any
time.

In connection with this offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may over-allot the offering,
creating a syndicate short position. The Underwriters may bid for and purchase
shares of Common Stock in the open market to cover syndicate short positions or
to stabilize the price of the Common Stock. These activities may stabilize or
maintain the market price of the Common Stock above independent market levels.
The Underwriters are not required to engage in these activities and may end any
of these activities at any time.

LEGAL MATTERS

The legality of the issuance of the shares offered hereby will be passed
upon for the Company by McDermott, Will & Emery, Chicago, Illinois. Certain
legal matters will be passed upon for the Underwriters by Katten Muchin & Zavis,
Chicago, Illinois.

EXPERTS

The Consolidated Financial Statements and Schedule of the Company as of
December 31, 1996 and 1997, and for each of the years in the three-year period
ended December 31, 1997 included herein, and incorporated by reference herein to
the Company's Annual Report on Form 10-K for the year ended December 31, 1997,
have been included herein, and incorporated by reference, in reliance upon the
reports of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and incorporated by reference, and upon the
authority of such firm as experts in accounting and auditing.

32
<PAGE>
AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act,
with respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock, reference is made to the Registration Statement,
including the exhibits and schedules thereto. Statements contained in this
Prospectus as to the contents of any contract, agreement or any other document
referred to herein are not necessarily complete; with respect to each such
contract, agreement or document filed as an exhibit to the Registration
Statement, reference is made to such exhibit for a more complete description of
the matters involved, and each such statement shall be deemed qualified in its
entirety by such reference. The Registration Statement, including the exhibits
and schedules thereto, may be inspected without charge at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of
either of them or any part thereof may be obtained from such office, upon
payment of the fees prescribed by the Commission. The Registration Statement,
including the exhibits and schedules thereto, are also available on the
Commission's web site at http://www.sec.gov.

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (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, including the Company, are
available on the Commission's web site.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission pursuant to
the Exchange Act (File No. 0-28166) are incorporated into this Prospectus by
reference:

(a) Annual Report on Form 10-K for the year ended December 31, 1997;

(b) Registration Statement on Form 8-A filed with the Commission pursuant to
Section 12(g) of the Exchange Act; and

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date such documents were filed. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such documents).
Written or telephone requests should be directed to Whittman-Hart, Inc., 311
South Wacker Drive, Suite 3500, Chicago, Illinois 60606, Attention: David
Shelow, General Counsel, (312) 922-9200.

33
<PAGE>
WHITTMAN-HART, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

Consolidated Balance Sheets as of December 31, 1996 and 1997............................................... F-3

Consolidated Statements of Earnings for the years ended December 31, 1995, 1996 and 1997................... F-4

Consolidated Statements of Stockholders' Equity for the years ended December 31, 1995, 1996 and 1997....... F-5

Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1996 and 1997................. F-6

Notes to Consolidated Financial Statements................................................................. F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets of
Whittman-Hart, Inc. and subsidiaries as of December 31, 1996 and 1997, and the
related consolidated statements of earnings, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1997.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Whittman-Hart, Inc. and subsidiaries as of December 31, 1996 and 1997, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Chicago, Illinois
February 13, 1998

F-2
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------
1996 1997
<S> <C> <C>
Current assets:
Cash and cash equivalents.......................................................... $ 36,462,767 $ 9,050,811
Short-term investments............................................................. 30,901,003 58,708,379
Trade accounts receivable, net of allowance for doubtful accounts of
$160,000 and $497,746 in 1996 and 1997, respectively............................. 18,232,619 34,077,154
Income tax receivable.............................................................. 140,154 --
Prepaid expenses and other current assets.......................................... 1,372,138 3,185,175
Notes and interest receivable...................................................... 28,885 48,602
Deferred income taxes.............................................................. 342,732 801,315
------------ ------------
Total current assets............................................................. 87,480,298 105,871,436
Property and equipment, at cost:
Land............................................................................... -- 200,000
Building........................................................................... -- 4,876,649
Office furniture and equipment..................................................... 3,850,501 7,688,607
Computer equipment and software.................................................... 4,425,363 6,321,955
Automobiles........................................................................ 60,612 165,923
Leasehold improvements............................................................. 466,579 708,691
------------ ------------
8,803,055 19,961,825
Less accumulated depreciation and amortization..................................... (2,838,167) (4,880,762)
------------ ------------
Net property and equipment........................................................... 5,964,888 15,081,063
Notes receivable..................................................................... 148,263 149,019
Other assets......................................................................... 481,317 699,302
------------ ------------
Total assets....................................................................... $ 94,074,766 $121,800,820
------------ ------------
------------ ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable -- stockholder....................................................... $ 200,000 $ --
Accounts payable................................................................... 1,625,480 2,039,125
Accrued compensation and related costs............................................. 10,479,731 15,684,561
Accrued expenses and other liabilities............................................. 1,111,117 3,977,585
Income taxes payable............................................................... -- 1,426,632
------------ ------------
Total current liabilities........................................................ 13,416,328 23,127,903
Deferred income taxes................................................................ 217,172 190,562
Deferred rent........................................................................ 888,165 1,329,225
------------ ------------
Total liabilities................................................................ 14,521,665 24,647,690
Stockholders' equity:
Preferred stock, $.001 par value; 3,000,000 shares authorized, none issued and
outstanding...................................................................... -- --
Common stock, $.001 par value; 37,000,000 authorized, 21,709,758 and 22,603,627
shares issued in 1996 and 1997, respectively..................................... 21,710 22,604
Additional paid-in capital......................................................... 73,265,367 81,698,871
Retained earnings.................................................................. 6,376,652 16,644,138
Deferred compensation.............................................................. (97,831) (1,209,925)
Cumulative translation adjustment.................................................. -- (2,558)
------------ ------------
79,565,898 97,153,130
Common stock held in treasury, at cost; 6,605 shares in 1996....................... (12,797) --
------------ ------------
Total stockholders' equity....................................................... 79,553,101 97,153,130
------------ ------------
Total liabilities and stockholders' equity....................................... $ 94,074,766 $121,800,820
------------ ------------
------------ ------------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

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

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------
1995 1996 1997
<S> <C> <C> <C>
Revenues......................................................... $ 60,804,606 $ 103,721,206 $ 173,476,599
Cost of services................................................. 38,342,169 63,504,132 102,936,689
------------- -------------- --------------
Gross profit................................................... 22,462,437 40,217,074 70,539,910
Costs and expenses:
Selling........................................................ 2,534,682 3,574,987 6,045,655
Recruiting..................................................... 2,275,025 3,264,886 5,865,988
General and administrative..................................... 15,921,585 25,526,759 42,083,520
Business combination costs..................................... -- -- 1,771,257
------------- -------------- --------------
Total costs and expenses..................................... 20,731,292 32,366,632 55,766,420
------------- -------------- --------------
Operating income................................................. 1,731,145 7,850,442 14,773,490
Other income (expense):
Interest expense............................................... (216,468) (57,458) (28,586)
Interest income................................................ 124,224 1,576,901 3,587,791
Other, net..................................................... 142,584 (159,812) (183,949)
------------- -------------- --------------
Total other income (expense)................................. 50,340 1,359,631 3,375,256
------------- -------------- --------------
Income before income taxes....................................... 1,781,485 9,210,073 18,148,746
Income taxes (benefit)........................................... (33,435) 3,422,295 7,831,769
------------- -------------- --------------
Net income....................................................... $ 1,814,920 $ 5,787,778 $ 10,316,977
------------- -------------- --------------
------------- -------------- --------------
Pro forma income data (unaudited):
Net income as reported......................................... 1,814,920 5,787,778 10,316,977
Pro forma adjustment to provision for income taxes............. 666,593 -- --
------------- -------------- --------------
Pro forma net income (actual in 1996 & 1997)..................... $ 1,148,327 $ 5,787,778 $ 10,316,977
------------- -------------- --------------
------------- -------------- --------------
Basic earnings per share......................................... $ 0.09 $ 0.32 $ 0.47
------------- -------------- --------------
------------- -------------- --------------
Diluted earnings per share....................................... $ 0.08 $ 0.29 $ 0.44
------------- -------------- --------------
------------- -------------- --------------
Weighted average number of common shares
outstanding.................................................... 12,697,918 17,856,109 22,060,917
Weighted average number of common and common equivalent shares
outstanding.................................................... 15,704,850 19,846,743 23,672,294
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-4
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
TREASURY STOCK
COMMON STOCK ADDITIONAL AT COST CUMULATIVE
--------------------- PAID-IN RETAINED DEFERRED --------------------- TRANSLATION
SHARES AMOUNT CAPITAL EARNINGS COMPENSATION SHARES AMOUNT ADJUSTMENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994.. 12,653,918 $ 12,654 $ 993,185 $ 504,121 $ -- (3,236) $ (4,230)
Partnership income before
business combination........ 1,730,167
Net income after business
combination................. 84,753
Purchase of common stock...... (12,160) (19,868)
Issuance of common stock...... 185,400 185 249,815
Purchase and retirement of
common stock................ (521,496) (521) (1,499,479)
Partnership capital
distributions............... (1,040,122)
Redeemable convertible
preferred stock dividend.... (133,334) (50,000)
Accretion of redeemable
convertible preferred stock
issuance costs.............. (7,236)
---------- --------- ----------- ----------- ------------- --------- ---------- -----------
Balance at December 31, 1995.. 12,317,822 12,318 292,996 538,874 -- (15,396) (24,098)
Net income.................... 5,787,778
Issuance of common stock...... 7,363,528 7,363 65,738,869
Issuance of common stock from
exercise of stock options... 42,660 43 209,810 46,563 84,406
Issuance of common stock from
employee stock purchase
plan........................ 73,600 74 529,845
Tax benefit related to stock
plans....................... 836,976
Purchase of common stock...... (37,772) (73,105)
Conversion of redeemable
convertible preferred stock
to common stock............. 1,912,148 1,912 5,531,931 50,000
Deferred compensation from
issuance of stock options... 124,940 (124,940)
Amortization of deferred
compensation................ 27,109
---------- --------- ----------- ----------- ------------- --------- ---------- -----------
Balance at December 31, 1996.. 21,709,758 21,710 73,265,367 6,376,652 (97,831) (6,605) (12,797)
Net income.................... 10,316,977
Issuance of common stock
related to acquisitions..... 349,608 350 387,112 (49,491)
Issuance of common stock
related to software
purchase.................... 10,422 10 247,863
Issuance of common stock from
exercise of stock options... 391,511 392 2,618,858 6,605 12,797
Issuance of common stock from
employee stock purchase
plan........................ 66,478 66 1,194,755
Tax benefit related to stock
plans....................... 2,510,523
Issuance of restricted stock
awards and options.......... 75,850 76 1,474,393 (1,474,469)
Translation adjustment........ (2,558)
Amortization of deferred
compensation................ -- 362,375
---------- --------- ----------- ----------- ------------- --------- ---------- -----------
Balance at December 31, 1997.. 22,603,627 $ 22,604 $81,698,871 $16,644,138 $(1,209,925) -- -- $ (2,558)
---------- --------- ----------- ----------- ------------- --------- ---------- -----------
---------- --------- ----------- ----------- ------------- --------- ---------- -----------

TOTAL
<S> <C>
Balance at December 31, 1994.. $ 1,505,730
Partnership income before
business combination........ 1,730,167
Net income after business
combination................. 84,753
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 dividend.... (183,334)
Accretion of redeemable
convertible preferred stock
issuance costs.............. (7,236)
-----------
Balance at December 31, 1995.. 820,090
Net income.................... 5,787,778
Issuance of common stock...... 65,746,232
Issuance of common stock from
exercise of stock options... 294,259
Issuance of common stock from
employee stock purchase
plan........................ 529,919
Tax benefit related to stock
plans....................... 836,976
Purchase of common stock...... (73,105)
Conversion of redeemable
convertible preferred stock
to common stock............. 5,583,843
Deferred compensation from
issuance of stock options... --
Amortization of deferred
compensation................ 27,109
-----------
Balance at December 31, 1996.. 79,553,101
Net income.................... 10,316,977
Issuance of common stock
related to acquisitions..... 337,971
Issuance of common stock
related to software
purchase.................... 247,873
Issuance of common stock from
exercise of stock options... 2,632,047
Issuance of common stock from
employee stock purchase
plan........................ 1,194,821
Tax benefit related to stock
plans....................... 2,510,523
Issuance of restricted stock
awards and options.......... --
Translation adjustment........ (2,558)
Amortization of deferred
compensation................ 362,375
-----------
Balance at December 31, 1997.. $97,153,130
-----------
-----------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

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

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------
1995 1996 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.......................................................................... $ 1,814,920 $ 5,787,778 $ 10,316,977
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization..................................................... 638,365 1,314,088 2,485,311
Deferred income taxes............................................................. (50,000) (183,360) (632,793)
Gain on disposition of property and equipment..................................... -- (12,489) --
Unrealized gain on investments.................................................... -- -- (594,119)
Gain on sales of short-term investments........................................... -- (10,438) (4,641)
Executive stock expense........................................................... 241,668 30,214 --
Changes in assets and liabilities, net of acquisition:
Trade accounts receivable, net.................................................. (5,027,256) (7,995,384) (15,056,464)
Income taxes receivable......................................................... -- 535,865 140,154
Prepaid expenses and other current assets....................................... 129,508 (877,014) (1,814,306)
Notes receivable................................................................ (2,459) 334,452 (20,473)
Other assets.................................................................... (120,389) (251,532) 285,271
Accounts payable................................................................ 820,465 359,632 436,588
Accrued compensation and related costs.......................................... 4,063,898 3,808,542 5,164,667
Income taxes payable............................................................ -- -- 3,922,456
Accrued expenses and other liabilities.......................................... (68,150) 18,222 2,414,832
Deferred rent................................................................... 412,178 349,231 441,060
----------- ------------ -------------
Net cash provided by operating activities............................................. 2,852,748 3,207,807 7,484,520
----------- ------------ -------------
Cash flows from investing activities: -- --
Purchases of short-term investments................................................. -- (38,980,367) (115,921,644)
Sales of short-term investments..................................................... -- 8,064,005 88,713,027
Payment for acquisition............................................................. -- -- (605,000)
Cash acquired in business combination............................................... -- -- 212,115
Purchases of property and equipment................................................. (1,988,890) (3,988,316) (10,910,896)
Proceeds from disposition of property and equipment................................. -- 43,000 30,689
----------- ------------ -------------
Net cash used in investing activities................................................. (1,988,890) (34,861,678) (38,481,709)
----------- ------------ -------------
Cash flows from financing activities:
Proceeds from the issuance of redeemable convertible preferred stock, net of
issuance costs.................................................................... 5,393,273 -- --
Proceeds from issuance of bank debt................................................. 500,000 48,775 --
Payments on bank debt............................................................... (492,738) (1,733,867) --
Payments on related party debt...................................................... (100,000) (117,413) (200,000)
Proceeds from issuance of common stock, net of issuance costs....................... -- 65,719,102 --
Proceeds from exercise of stock options............................................. -- 277,427 2,590,412
Proceeds from employee stock purchase plan.......................................... -- 529,919 1,194,821
Purchase of common stock............................................................ (1,519,868) (73,105) --
Partnership capital distributions................................................... (179,476) (860,646) --
Checks issued in excess of bank balance............................................. (138,603) -- --
----------- ------------ -------------
Net cash provided by financing activities............................................. 3,462,588 63,790,192 3,585,233
----------- ------------ -------------
Net increase (decrease) in cash and cash equivalents.................................. 4,326,446 32,136,321 (27,411,956)
Cash and cash equivalents at beginning of year........................................ -- 4,326,446 36,462,767
----------- ------------ -------------
Cash and cash equivalents at end of year.............................................. $ 4,326,446 $ 36,462,767 $ 9,050,811
----------- ------------ -------------
----------- ------------ -------------
Supplemental disclosures of cash flow information:
Interest paid....................................................................... $ 227,328 $ 68,239 $ 86,767
Income taxes paid................................................................... 16,566 2,928,733 4,402,401
Supplemental disclosures of noncash financing activities:
Issuance of common stock to employees............................................... 250,000 102,130 900,000
Partnership capital distribution payable............................................ 860,646 -- --
Conversion of redeemable convertible preferred stock................................ -- 5,583,843 --
Tax benefit related to stock plans.................................................. -- 836,976 2,510,523
Issuance of common stock for the purchase of software............................... -- -- 247,873
Issuance of common stock for business combinations.................................. -- -- 337,971
Accretion of redeemable convertible preferred stock dividends and issuance costs.... 190,570 -- --
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-6
<PAGE>
WHITTMAN-HART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995, 1996 AND 1997

1. DESCRIPTION OF BUSINESS

Whittman-Hart, Inc. (the "Company") provides strategic information
technology ("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 solutions 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;
package software implementation; business process reengineering; organizational
change management; networking and connectivity; conventional and multimedia
documentation and training; design and implementation of collaborative computing
solutions; and design and implementation of electronic commerce solutions (such
as Internet/intranet and electronic data interchange). The Company 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
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 consolidated financial statements. Partnership income before
business combination as reported in the consolidated 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 consolidated 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 three to forty 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.

BASIS OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries. All significant intercompany transactions have
been eliminated. In November 1997, the Company acquired all of the outstanding
stock of Axis Consulting International, Inc. This acquisition was

F-7
<PAGE>
WHITTMAN-HART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995, 1996 AND 1997

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
accounted for using the pooling of interests method of accounting (See Note 4).
All prior period historical consolidated financial statements presented herein
have been restated to include the financial position, results of operations, and
cash flows for the acquired company.

TRANSLATION OF FOREIGN CURRENCY

For non-U.S. operations, the functional currency is the applicable local
currency. The translation of the functional currency into U.S. dollars is
performed for balance sheet accounts using the current exchange rates in effect
at the balance sheet date and for revenue and expense accounts using the average
rates of exchange prevailing during the reporting period. Adjustments resulting
from the translation of foreign currency financial statements are accumulated in
a separate component of stockholders' equity.

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Cash equivalents are comprised of certain highly liquid investments with
original maturities of less than three months. Short-term investments consist of
debt securities with original 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." Short-term
investments are reported at amortized cost, which approximates fair value.

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.

STOCK OPTIONS

Prior to January 1, 1996, the Company accounted for its stock options in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), and related
interpretations. As such, compensation expense would be recorded on the date of
grant only if the current market price of the underlying stock exceeded the
exercise price. On January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
("Statement 123"), which permits entities to recognize as expense over the
vesting period the fair value of all stock-based awards on the date of grant.
Alternatively, Statement 123 also allows entities to continue to apply the
provisions of APB 25 and provide pro forma net income and pro forma net income
per share disclosures for employee stock options grants made in 1995 and future
years as if the fair-value-based method defined in Statement 123 had been
applied. The Company has elected to continue to apply the provisions of APB 25
and provide the pro forma disclosure provisions of Statement 123.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial instruments approximate
their fair values due to the short maturity of these instruments.

F-8
<PAGE>
WHITTMAN-HART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995, 1996 AND 1997

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS

Certain 1995 and 1996 balances have been reclassified to conform to the 1997
presentation.

3. EARNINGS PER SHARE

COMPUTATION OF NET INCOME AND PRO FORMA EARNINGS PER SHARE

Net income and pro forma earnings per share are computed in accordance with
Financial Accounting Standards No. 128, "Earnings per share" ("Statement 128").
The following table reconciles the numerator and denominator for the calculation
of basic and diluted earnings per share for the years ended December 31, 1995,
1996 and 1997:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997
-----------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
<S> <C> <C> <C>
BASIC EPS
Net income available to common stockholders............................. $ 10,316,977 22,060,917 $ 0.47
-----
-----
Effect of dilutive securities
Stock options......................................................... 1,567,129
Restricted stock awards............................................... 44,248
-------------
DILUTED EPS
Income available to common stockholders and assumed conversions......... $ 10,316,977 23,672,294 $ 0.44
------------- ------------- -----
------------- ------------- -----
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1996
----------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
<S> <C> <C> <C>
BASIC EPS
Net income available to common stockholders.............................. $ 5,787,778 17,856,109 $ 0.32
-----
-----
Effect of dilutive securities............................................
Stock options.......................................................... 1,344,496
Redeemable preferred stock............................................. 646,138
-------------
DILUTED EPS
Income available to common stockholders and assumed Conversions.......... $ 5,787,778 19,846,743 $ 0.29
------------ ------------- -----
------------ ------------- -----
</TABLE>

F-9
<PAGE>
WHITTMAN-HART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995, 1996 AND 1997

3. EARNINGS PER SHARE (CONTINUED)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1995
-----------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
<S> <C> <C> <C>
BASIC EPS
Pro forma net income available to common stockholders................... $ 1,148,327 12,697,918 $ 0.09
-----
-----
Effect of dilutive securities
Stock options......................................................... 1,094,780
Redeemable preferred stock............................................ 92,045 1,912,152
------------- -------------
DILUTED EPS
Pro forma net income available to common stockholders and assumed
conversions........................................................... $ 1,240,372 15,704,850 $ 0.08
------------- ------------- -----
------------- ------------- -----
</TABLE>

4. ACQUISITIONS

On March 20, 1997, the Company acquired the business operations and certain
assets of Organizational Change Dynamics, Inc. ("OCD"), a Chicago-based firm
dedicated to strategic business consulting. The purchase price consisted of a
cash payment of $600,000 and 53,850 shares of restricted common stock
(approximate market value of $900,000) that vest, pro rata, over a four year
period. This acquisition was accounted for as a purchase and accordingly, the
results of OCD have been included in the Company's consolidated statements of
earnings from the date of acquisition. The excess of the purchase price over the
fair value of the net identifiable assets acquired of $605,264 has been recorded
as goodwill and is being amortized on a straight-line basis over fifteen years.
The pro forma impact of this purchase was not significant to the results of the
Company's consolidated operations for the years ended December 31, 1996 and
1997.

On September 8, 1997, the Company acquired all the outstanding capital stock
of Expert Buying Systems, Inc. ("EBS") for 214,986 shares of its common stock.
EBS, based in Vancouver, Washington, develops and markets software products and
services designed to help companies select application software systems. The
business combination has been accounted for as a pooling-of-interests
combination. The stockholders' equity and operations of EBS were not material in
relation to those of the Company. As such, the Company has recorded the
combination as of September 8, 1997 without restating prior periods'
consolidated statements of earnings to reflect the pooling-of-interests
combination.

On November 21, 1997, the Company acquired all the outstanding capital stock
of Axis Consulting International, Inc. ("Axis") for 1,575,078 shares of its
common stock. Headquartered in San Francisco with an office in New York, Axis'
approximately 130 professionals provide SAP-Registered Trademark-, network,
Microsoft-Registered Trademark- enterprise, database and midrange solutions.
This business combination has been accounted for as a pooling-of-interests
combination and, accordingly, the consolidated financial statements for periods
prior to the combination have been restated to include the accounts and results
of operations of Axis.

On November 21, 1997, the Company acquired all the outstanding capital stock
of World Consulting Limited ("World") for 134,622 shares of its common stock.
Based in London, World specializes in J.D. Edwards implementation solutions
through a network of approximately 30 IT professionals. This business
combination has been accounted for as a pooling-of-interests combination. The
stockholders' equity and operations of World were not material in relation to
those of the Company. As such, the Company has recorded the combination without
restating prior periods' consolidated statements of earnings to reflect the
pooling-of-interests combination.

F-10
<PAGE>
WHITTMAN-HART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995, 1996 AND 1997

4. ACQUISITIONS (CONTINUED)
The following table presents certain statement of earnings data of the
Company and Axis:

<TABLE>
<CAPTION>
WHITTMAN- HART,
INC. AXIS COMBINED
<S> <C> <C> <C>
Net Revenues for the:

Year ended:
December 31, 1995.............................................. $ 49,822,060 $ 10,982,546 $ 60,804,606
December 31, 1996.............................................. $ 87,491,040 $ 16,230,166 $ 103,721,206

Nine months ended (unaudited):
September 28, 1997............................................. $ 103,029,350 $ 18,562,141 $ 121,591,491

Net income for the:

Year ended:
December 31, 1995 (pro forma).................................. $ 1,113,574 $ 34,753 $ 1,148,327
December 31, 1996.............................................. $ 5,502,755 $ 285,023 $ 5,787,778

Nine months ended (unaudited):
September 28, 1997............................................. $ 7,393,991 $ 1,300,617 $ 8,694,608
</TABLE>

In connection with the EBS, Axis and World acquisitions, the Company
incurred costs of $1,771,257 primarily related to legal, accounting and
consulting fees.

5. DEBT OBLIGATIONS

The Company has a loan agreement for up to $5,000,000 of unsecured credit
with interest, at the Company's option, at the London Interbank Offered Rate
(LIBOR) plus 1.5% or the lender's prime rate. No borrowings were outstanding
under this loan agreement at December 31, 1996 or 1997. The loan agreement
expires on April 30, 1998.

6. REDEEMABLE CONVERTIBLE PREFERRED STOCK

During 1995, the Company issued 239,019 shares of Redeemable Preferred
Stock. 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 was being accreted by periodic charges to additional paid-in capital over
the life of the issue.

In connection with the Company's initial public offering in May 1996, the
239,019 shares of Redeemable Preferred Stock were converted into 1,912,148
shares of common stock. Upon the conversion to common stock, all accrued and
unpaid dividends were canceled.

7. STOCKHOLDERS' EQUITY

On May 8, 1996, the Company completed an initial public offering of its
common stock in which 5,200,000 shares were sold by the Company, resulting in
net proceeds of approximately $37.8 million. On August 27, 1996, the Company
completed a follow-on public offering of its common stock selling an additional
2,100,000 shares, which resulted in net proceeds of approximately $27.8 million.

F-11
<PAGE>
WHITTMAN-HART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995, 1996 AND 1997

8. COMMITMENTS

LEASES

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

Rent expense for the years ended December 31, 1995, 1996 and 1997 was
$2,631,720, $4,669,910 and $6,685,515, respectively. The future minimum annual
lease payments under noncancelable long-term leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
<S> <C>
1998 $ 6,258,585
1999 4,032,029
2000 2,823,465
2001 2,548,145
2002 2,390,618
Thereafter 4,269,183
-------------
$ 22,322,025
-------------
-------------
</TABLE>

PROPERTY

The Company has commitments under contracts for the purchase of land and
buildings to be used for training and other Company purposes. These commitments
were approximately $4.0 million at December 31, 1997.

9. INCOME TAXES

Prior to December 31, 1995, the Company's business was owned and operated by
LP; therefore, federal and certain state income tax liabilities were the
responsibility of the partners. Income taxes for the year ended December 31,
1995 are comprised of certain state income taxes of LP and federal and state
income taxes of the Company. The pro forma income tax adjustments for the year
ended December 31, 1995, included in the consolidated 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 during such year.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995, 1996 AND 1997

9. INCOME TAXES (CONTINUED)
Income tax expense (benefit) for the years ended December 31, 1995, 1996 and
1997 consists of the following:

<TABLE>
<CAPTION>
1995 1996 1997
<S> <C> <C> <C>
Current:
Federal............................................ $ 13,068 $ 2,941,296 $ 6,969,138
Foreign............................................ -- -- 3,948
State.............................................. 3,497 684,259 1,491,476
---------- ------------- ------------
16,565 3,625,555 8,464,562
---------- ------------- ------------
Deferred:
Federal............................................ (39,817) (165,793) (528,377)
State.............................................. (10,183) (37,467) (104,416)
---------- ------------- ------------
(50,000) (203,260) (632,793)
---------- ------------- ------------
$ (33,435) $ 3,422,295 $ 7,831,769
---------- ------------- ------------
---------- ------------- ------------
</TABLE>

The reconciliation of income taxes computed using the federal statutory rate
of 34% for 1996 and 35% for 1997 to the Company's income tax expense is as
follows:

<TABLE>
<CAPTION>
1996 1997
<S> <C> <C>
Federal income tax at the statutory rate........................................ 34.0% 35.0%
State income tax, net of federal tax benefit.................................... 4.5 4.8
Tax exempt interest income...................................................... (2.1) (0.5)
Nondeductible expenses, primarily merger related in 1997........................ 1.4 1.4
Other........................................................................... (0.6) 2.4
--- ---
37.2% 43.1%
--- ---
--- ---
</TABLE>

The tax effects of temporary differences that give rise to deferred tax
assets and liabilities at December 31, 1996 and 1997 are as follows:

<TABLE>
<CAPTION>
1996 1997
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts................................... $ 62,080 $ 133,415
Accrued expenses.................................................. 270,134 568,087
Stock awards...................................................... -- 76,303
Deferred rent..................................................... 184,683 369,295
Deferred compensation............................................. 10,518 23,510
Other............................................................. -- 92,056
----------- -----------
Total gross deferred tax assets................................. 527,415 1,262,666
Deferred tax liabilities:
Property and equipment -- depreciation............................ (147,581) (498,289)
Other............................................................. (401,874) (153,624)
----------- -----------
Total gross deferred tax liabilities............................ (549,455) (651,913)
----------- -----------
Net deferred tax asset (liability).............................. $ (22,040) $ 610,753
----------- -----------
----------- -----------
</TABLE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995, 1996 AND 1997

9. INCOME TAXES (CONTINUED)
No valuation allowance for deferred tax assets has been recorded as the
Company believes it is more likely than not the deferred tax assets will be
realized in the future.

As a result of income tax benefits related to certain employee stock plans,
$836,976 and $2,510,523 were credited to additional paid-in capital during 1996
and 1997, respectively.

10. EXECUTIVE STOCK PLAN

Prior to the Company's initial public offering, the Executive Stock Plan was
used to reward selected executives for future services. Under the plan,
executives were awarded common stock that vested over a specified period. In the
event employment was terminated prior to vesting, the executive would not be
entitled to receive the common stock. Executive stock expense reported in the
consolidated statements of earnings amounted to $241,668 and $30,214 in 1995 and
1996.

11. 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. There were no contributions in 1995, 1996 and
1997. The ESOP held 413,076 and 379,599 shares of the Company's common stock at
December 31, 1996 and 1997, respectively. The Company does not intend to make
future contributions to the ESOP.

12. 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 $183,857, $320,081, and $1,072,520 in 1995, 1996 and
1997, respectively.

13. EMPLOYEE STOCK PURCHASE PLAN

In 1996, the Company established a stock purchase plan which permits
eligible employees to purchase, through payroll deductions, shares of the
Company's common stock at 90% of the fair market value on the first or last day
of each six-month offering period, whichever is lower. Payroll deductions may
not exceed 20% of the employee's total gross pay in any calendar year. The
Company has reserved an aggregate of 800,000 shares of common stock for issuance
under the plan. During the years ended December 31, 1996 and 1997, 73,600 and
66,478 shares of common stock were purchased under the plan, respectively.

14. STOCK COMPENSATION PLANS

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. The Company has reserved an aggregate of
4,000,000 shares of common stock for issuance under the plan. 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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995, 1996 AND 1997

14. STOCK COMPENSATION PLANS (CONTINUED)
The per share weighted-average fair value of stock options granted during
1996 and 1997 was $7.82 and $7.68 on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions: 1997 --
expected dividend yield of 0%, expected volatility of 45%, risk-free interest
rate of 5.5% and an expected life of 3 years; 1996 -- expected dividend yield of
0%, expected volatility of 45%, risk-free interest rate of 6.0% and an expected
life of 3.25 years; 1995 -- expected dividend yield of 0%, expected volatility
of 45%, risk-free interest rate of 5.4% and an expected life of 3.23 years.

Under Statement 123, compensation cost is recognized for the fair value of
the employees' purchase rights under the Employee Stock Purchase Plan. The
weighted-average fair value of those purchase rights granted in 1996 and 1997
was $2.89 and $4.50 using the Black-Scholes model with the following
assumptions: 1997 -- expected dividend yield of 0%, expected volatility of 45%,
risk-free interest rate of 5.5% and an expected life of six months; 1996 --
expected dividend yield of 0%, expected volatility of 45%, risk-free interest
rate of 5.2% and an expected life of six months.

The Company applies APB 25 in accounting for its plans and accordingly, no
compensation cost has been recognized in the consolidated financial statements
for its stock options and its stock purchase plan. Had the Company determined
compensation cost based on the fair value at the grant date for its stock-based
compensation plans under Statement 123, the Company's consolidated net income
and net income per share would have been reduced to the pro forma amounts
indicated below:

<TABLE>
<CAPTION>
1995 1996 1997
<S> <C> <C> <C> <C>
Net Income (pro forma in 1995)........................ As reported $ 1,148,327 $ 5,787,778 $ 10,316,977
Pro forma $ 998,628 $ 5,290,029 $ 7,516,705
Diluted earnings per share (pro forma in 1995)........ As reported $ 0.08 $ 0.29 $ 0.44
Pro forma $ 0.07 $ 0.27 $ 0.32
</TABLE>

Stock option transactions for the years ended December 31, 1995, 1996 and
1997 are summarized as follows (in thousands, except for per share data):

<TABLE>
<CAPTION>
1995 1996 1997
------------------------------ ------------------------------ ------------------------------
SHARES WEIGHTED-AVERAGE SHARES WEIGHTED-AVERAGE SHARES WEIGHTED-AVERAGE
(000) EXERCISE PRICE (000) EXERCISE PRICE (000) EXERCISE PRICE
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of
year............................ -- 1,822 $ 3.19 1,705 $ 3.54
Granted.......................... 1,822 3.19 70 12.00 2,130 20.86
Exercised........................ -- (89) 3.30 (398) 6.50
Forfeited........................ -- (97) 3.39 (204) 10.28
Outstanding at end of year....... 1,822 3.19 1,705 3.54 3,233 14.16

Options exercisable at year-
end............................. 166 497 930
Weighted-average fair value of
options granted during the
year............................ $ 1.20 $ 7.82 $ 7.68
</TABLE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995, 1996 AND 1997

14. STOCK COMPENSATION PLANS (CONTINUED)
The following table summarizes information about stock options outstanding
at December 31, 1997:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
---------------------------------------- OPTIONS EXERCISABLE
WEIGHTED- ------------------------
AVERAGE WEIGHTED- WEIGHTED-
REMAINING AVERAGE AVERAGE
RANGE OF CONTRACTUAL EXERCISE EXERCISE
EXERCISE PRICES SHARES LIFE PRICE SHARES PRICE
<S> <C> <C> <C> <C> <C>
$1.645 to 3.245 1,233,323 8.0 years $ 3.21 554,418 $ 3.23
$8.00 9,286 8.4 8.00 650 8.00
$18.00 to 24.00 1,215,934 9.1 17.84 222,480 18.39
$24.50 to 30.00 727,910 9.6 25.56 143,333 25.62
$30.13 to 33.63 46,591 9.9 30.96 9,317 30.96
- ----------------- ---------- --------------- ----------- --------- ------
$1.645 to 33.63 3,233,044 8.8 $ 14.16 930,198 $ 10.59
- ----------------- ---------- --------------- ----------- --------- ------
- ----------------- ---------- --------------- ----------- --------- ------
</TABLE>

15. RELATED-PARTY TRANSACTIONS

The Company has several notes receivable from executives outstanding at
December 31, 1996 and 1997 totaling $177,148 and $197,621, respectively. The
notes bear interest at the prime rate and are due on various dates through June
1999.

During 1997, the Company sold a fixed asset management software product to a
company which is owned, in part, by an officer for $1.1 million, resulting in a
gain of $465,000.

16. REVENUES FROM SIGNIFICANT CLIENTS

During 1995, 1996 and 1997 no client accounted for 10% or more of the
Company's total consolidated revenues.

F-16
<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................................... 7
Use of Proceeds................................ 11
Price Range of Common Stock.................... 11
Dividend Policy................................ 11
Capitalization................................. 12
Selected Consolidated Financial Data........... 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 14
Business....................................... 21
Management..................................... 29
Selling Stockholders........................... 30
Underwriting................................... 31
Legal Matters.................................. 32
Experts........................................ 32
Available Information.......................... 33
Incorporation of Certain Documents by
Reference.................................... 33
Index to Consolidated Financial
Statements................................... F-1
</TABLE>

3,000,000 SHARES

[LOGO]
WHITTMAN-HART, INC.

COMMON STOCK

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

P R O S P E C T U S

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

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

ADAMS, HARKNESS & HILL, INC.

BANCAMERICA ROBERTSON STEPHENS

DEUTSCHE MORGAN GRENFELL

MAY 5, 1998

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