DA CONSULTING GROUP INC
8-K, 2000-10-27
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



      Date of Report (Date of earliest event reported):  October 16, 2000



                            DA CONSULTING GROUP, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)


               TEXAS                    00-24055               76-0418488
     (State or Other Jurisdiction     (Commission           (I.R.S. Employer
           of Incorporation)          File Number)         Identification No.)


                        5847 SAN FELIPE ROAD, SUITE 3700
                              HOUSTON, TEXAS  77057
                    (Address of principal executive offices)


                                 (713) 361-3000
              (Registrant's telephone number, including area code)


<PAGE>
ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

     On  October  16,  2000,  DA  Consulting Group, Inc. consummated the sale to
Purse  Holding Limited, a British Virgin Islands limited company, of two million
shares  of  DACG's  common stock for $4.8 million and warrants to purchase up to
three  million shares of DACG's common stock.  The sale was effected pursuant to
a  Securities  Purchase Agreement, dated August 2, 2000, between DACG and Purse.
The  agreement was approved by  DACG's shareholders at a special meeting held on
October  12,  2000.  DACG  credited  its $2 million loan, received from Purse on
August 3, 2000, toward the $4.8 million purchase price of the two million shares
of  its  common  stock.  Purse paid the purchase price from internally generated
funds.

     In  accordance with the terms of the agreement, DACG issued (i) two million
shares  of  common  stock  at  a  price  of $2.40 per share and (ii) warrants to
purchase  (a)  two million shares of common stock, exercisable until October 16,
2003,  at the greater of $3.00 per share or 85% of the market price per share of
DACG's  common  stock  at  the  time  of exercise, and (b) one million shares of
common  stock,  exercisable  for  the  period of time after January 1, 2002, and
until  October  16,  2003,  at  $3.00  per  share.

     Prior  to  the  consummation  of  the agreement, no single DACG shareholder
beneficially  owned more than 11% of the outstanding shares of common stock.  As
a  result  of its purchase of the two million shares of common stock, Purse owns
approximately  24%  of  DACG's  outstanding  shares  and  is  its largest single
shareholder.  If  Purse  purchases  all three million shares provided for in the
warrants,  it  would  own  approximately 44% of the outstanding shares, assuming
DACG issues no additional equity and the antidilution provisions of the warrants
are  not  triggered.

     The agreement requires DACG to register for resale under the Securities Act
of  1933  with  the  SEC,  on or prior to October 16, 2001, the shares of common
stock  purchased by Purse and any shares of common stock purchased upon exercise
of either of the warrants.  DACG is also prohibited, until April 15, 2001,  from
privately  selling any shares of common stock, or rights, options or warrants to
purchase  common  stock, without first offering Purse the right to purchase such
securities, provided that the aggregate purchase price of securities which Purse
will  have  the  right  to purchase will not exceed $5 million.  Further, for so
long as Purse owns at least 25% of the common stock that it has purchased, Purse
will  be  entitled  to  designate  one  director  on  DACG's board of directors.

     The  foregoing description of the agreement is qualified in its entirety by
the text of the agreement which is incorporated by reference in this Form 8-K as
set  forth  under  it  in  Exhibit  10.1.

ITEM  5.  OTHER  EVENTS.

     DACG  is  in  the  process  of  relocating  its corporate headquarters from
Houston  to  Boston.


<PAGE>
ITEM  7.  EXHIBITS.

     Exhibit  10.1          Securities Purchase Agreement, dated as of August 2,
                            2000,  by  and between DA Consulting Group, Inc. and
                            Purse Holding Limited  (Incorporated by reference to
                            Annex I  to DACG's Definitive  Proxy Statement filed
                            September 11, 2000)


<PAGE>
                                    SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.



                                         DA  CONSULTING  GROUP,  INC.


Date:  October 26, 2000                  By:  /s/  John E. Mitchell
                                            ------------------------------
                                            John  E.  Mitchell
                                            President  and
                                            Chief  Executive  Officer


<PAGE>


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