UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No_______
_____________________________________________________________
Name of Issuer
___________________The Metzler Group, Inc._______________________
Title of Class of Securities
___________________Common Stock, par value $.001_________________
CUSIP Number
__________________________592903 10 8________________________
CUSIP No: 592903 10 8
1 Name of Reporting Person Richard J. Metzler
S.S. Number of Above Person
2 Check the Appropriate Box if a Member of a Group *
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
U.S. Citizen
5 Sole Voting Power
Number
of 600,000 (Including 250,000 shares held by the
Shares Metzler Family Investments, L.P.)
Benefici
ally
Owned By 6 Shared Voting Power
Each
Reportin
g
Person
With 7 Sole Dispositive Power
600,000 (Including 250,000 shares held by the
Metzler Family Investments, L.P.)
8 Shared Dispositive Power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares *
[ ]
11 Percent of Class Represented by Amount in Row 9
6%
12 Type of Reporting Person *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1
(a) The Metzler Group, Inc.
(b) 520 Lake Cook Road, Suite 500, Deerfield, Illinois 60015
Item 2
(a) Richard J. Metzler
(b) 520 Lake Cook Road, Suite 500, Deerfield, Illinois 60015
(c) U.S. Citizen
(d) Common Stock, par value $.001
(e) 592903 10 8
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-1(b), or 13d-2(b), check whether
the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see 240.13d-
1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with 240.13d-
1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned: 600,000
(b) Percent of Class: 6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
600,000
(Including 250,000 shares held by the Metzler
Family Investments, L.P.)
(ii) shared power to vote or to direct the vote
(iii)sole power to dispose or to direct the disposition of
600,000 (Including 250,000 shares held by the Metzler
Family Investments, L.P.)
(iv)shared power to dispose or to direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to the
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being
Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the
Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date February 13, 1997
Signature Richard J. Metzler
Name/Title _Richard J. Metzler, Sr. Vice President_______
