DIAMOND TECHNOLOGY PARTNERS INC, S-8, 1998-11-24

DIAMOND TECHNOLOGY PARTNERS INC
S-8, 1998-11-24
MANAGEMENT CONSULTING SERVICES

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DIAMOND TECHNOLOGY PARTNERS INCORPORATED
(Exact name of registrant as specified in its charter)

DELAWARE 36-4069408
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

875 N. MICHIGAN AVENUE, SUITE 3000
CHICAGO, ILLINOIS 60611
(312) 255-5000
(Address, including ZIP code, and telephone number,
including area code, of registrant's
principal executive offices)

DIAMOND TECHNOLOGY PARTNERS INCORPORATED 1998 EQUITY INCENTIVE PLAN
(Full title of plan)

MELVYN E. BERGSTEIN
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
875 N. MICHIGAN AVENUE, SUITE 3000
CHICAGO, ILLINOIS 60611
(312) 255-5000
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)

Copies to:

Mark L. Gordon Leland E. Hutchinson
Gordon & Glickson P.C. Winston & Strawn
444 N. Michigan Avenue, Suite 3600 35 West Wacker Drive
Chicago, Illinois 60611 Chicago, Illinois 60601
(312) 321-1700 (312) 558-5600

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be Amount to be Registered Proposed Maximum Proposed Maximum
Registered Offering Price per Aggregate Offering Amount of
Share Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock,
par value $.001 per share (1) 3,500,000 shares $13.81 (3) $48,335,000 $13,437.13
- ----------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value (2) (2)
$.001 per share (2)
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 2

1. Represents shares of Class B Common Stock, par value $.001 per share,
issuable upon exercise of stock option or stock appreciation rights or
granted pursuant to stock awards under the Diamond Technology Partners
Incorporated 1998 Equity Incentive Plan.

2. This Registration Statement also covers the Shares of Class A Common
Stock, par value $.001 per share, into which the Class B Common Stock
may be converted and that may be issued in lieu of the Class B Common
Stock to optionees who have ceased to be employees of the Registrant.

3. Computed in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee.
Computation based upon the average of the bid and ask prices of the
Class A Common Stock of the Registrant into which the Class B Common
Stock is convertible as reported on the Nasdaq National Market as of
closing on November 18, 1998.

<PAGE> 3

PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statements taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents that have been filed with the Securities and
Exchange Commission (the "Commission") by Diamond Technology Partners
Incorporated (the "Company") are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998 (File No. 000-22125), containing audited financial statements for
the Company's latest fiscal year.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the 'Exchange Act'), since the end
of the fiscal year covered by the Annual Report on Form 10-K referenced above.

(c) The description of the Company's Common Stock, par value $.001 per
Share (the "Common Stock") , which is contained in the registration statement on
Form 8-A filed with the Commission on February 10, 1997, under the Exchange Act,
including any subsequent amendment or any report filed for the purpose of
updating such description.

All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document 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 Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

This Registration Statement relates to Class B Common Stock, par value
$0.001 per share (the "Class B Common Stock"), of the Registrant and the Class A
Common Stock, par value $0.001 per share (the "Class A Common Stock") of the
Registrant.
The authorized capital stock of the Registrant consists of 40,000,000
shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, and
2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred
Stock").

<PAGE> 4

Class A Common Stock is entitled to one vote per share and Class B
Common Stock is entitled to five votes per share on all matters submitted to a
vote of holders of Common Stock. Class B Common Stock may be owned beneficially
or of record only by Permitted Holders (as defined below). In the event that any
share of Class B Common Stock is transferred to any party other than a Permitted
Holder or if a beneficial or record holder of a share of Class B Common Stock
ceases to be a Permitted Holder, the share automatically and immediately shall
be converted into a share of Class A Common Stock. Shares of Class A Common
Stock may not be converted into shares of Class B Common Stock.

"Permitted Holders" of Class B Common Stock are (i) persons who are
employees of the Company or any of its majority-owned subsidiaries and (ii) the
Company. A person shall cease to be a Permitted Holder on the date on which he
or she ceases to be an employee of the Company or any of its majority-owned
subsidiaries.

The holders of Class A Common Stock and Class B Common Stock (together,
the "Common Stock") do not have cumulative voting rights. The election of
directors is determined by a plurality of votes cast and, except as otherwise
required by law or the Certificate of Incorporation of the Company, all other
matters are determined by a majority of the votes cast. All of the holders of
the Class B Common Stock have granted proxies to the Chief Executive Officer of
the Company to vote their shares. Accordingly, the Chief Executive Officer will
have the voting power to elect the Company's entire Board of Directors.

The holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of funds
legally available therefor, subject to any preferential dividend rights of
outstanding Preferred Stock. Upon the liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive ratably the net
assets of the Company available after the payment of all debts and other
liabilities. Holders of the Common Stock have no preemptive, subscription,
redemption or conversion rights other than as described herein. The outstanding
shares of Common Stock are, and the shares offered by the Company under the
Diamond Technology Partners Incorporated 1998 Equity Incentive Plan will be,
when issued and paid for in accordance with the plan and the forms of stock
option agreement thereunder, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and maybe
adversely affected by, the rights of the holders of shares of any series of
Preferred Stock which the Company may designate and issue in the future.

The Company, by resolution of the Board of Directors and without any
further vote or action by the stockholders, has the authority, subject to
certain limitations prescribed by law, to issue from time to time up to an
aggregate of 2,000,000 shares of Preferred Stock in one or more classes or
series and to determine the designation and the number of shares of any class or
series as well as the voting rights, preferences, limitations and special
rights, if any, of the shares of any such class or series, including the
dividend rights, dividend rates, conversion rights and terms, voting rights,
redemption rights and terms, and liquidation preferences. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company. As of the date hereof, there are no shares of
Preferred Stock outstanding, and the Company has no present plans to issue any
shares of Preferred Stock.

The Company has adopted a number of provisions in its charter and
bylaws that may make a change in control difficult, if not impossible, and
therefore may tend to discourage an unsolicited or unfriendly takeover bid. The
Company's Class B Common Stock is entitled to five votes per share. All of the
issued and outstanding Class B Common Stock is owned, and after the Offering
will continue to be owned, by employee stockholders of the Company, all of whom
have granted proxies to the Chief Executive Officer of the Company to vote their
shares. Therefore, the Chief Executive Officer (or his successors) will have the
power to determine all matters submitted to a vote of Stockholders, including
any matter related to a change in control of the Company. The charter and bylaws
of the Company also provide that special stockholders meetings may be called
only by the Chairman of the Board of Directors, by the Secretary at the
direction of the Board of Directors, or by stockholders holding at least 30% of
the issued and outstanding shares of outstanding Common Stock. Notice of
stockholder proposals at annual meetings of stockholders must be presented to
the Company at least 45 days prior to the date of the meeting; provided,
however, that if less than 60 days' notice is given to stockholders, notice of
stockholder proposals must be presented to the Company no later than 15 days
following the day on which notice of the annual meeting was given. In addition,

4
<PAGE> 5

the Company's Board of Directors is divided into three classes, each of which
serves for a staggered three-year term, which may make it more difficult for a
third party to gain control of the Board of Directors.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's By-laws require the Registrant to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed proceeding by reason of the fact that he is or was a
director or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee, fiduciary or agent of another
corporation, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such proceeding if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any such criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Such
indemnification as to expenses is mandatory to the extent the individual is
successful on the merits of the matter. Delaware law permits the Registrant to
provide similar indemnification to employees and agents who are not directors or
officers. The determination of whether an individual meets the applicable
standard of conduct may be made by the disinterested directors, independent
legal counsel or the stockholders. Delaware law also permits indemnification in
connection with a proceeding brought by or in the right of the Registrant to
procure a judgment in its favor. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended (the "Act") may be
permitted to directors, officers, or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
The Registrant maintains a directors and officers liability insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

EXHIBIT NUMBER DESCRIPTION OF EXHIBIT

4.1 Restated Certificate of Incorporation of the Company
filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 and any amendments thereto
(filed with the Commission on February 21, 1997,
(File No. 333-17785) (the "Form S-1"), and hereby
incorporated by reference).

4.2 Amended and Restated By-laws of the Company (filed as
Exhibit 3.2 to the Form S-1 and hereby incorporated
by reference).

4.3 Diamond Technology Partners Incorporated 1998 Equity
Incentive Plan.

4.4 Form of Stock Option Agreement for Non-Partners.

4.5 Form of Stock Option Agreement for Partners.

5.1 Opinion of Winston & Strawn as to the legality of the
securities being registered.

23.1 Consent of Winston & Strawn (included in its opinion
filed as Exhibit 5.1).

23.2 Consent of KPMG Peat Marwick LLP.

23.3 Consent of KPMG Peat Marwick LLP.

5
<PAGE> 6

ITEM 9. UNDERTAKINGS

(a) The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

(2) That, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

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<PAGE> 7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 23rd day of
November, 1998.

DIAMOND TECHNOLOGY PARTNERS INCORPORATED

By: /s/ Melvyn E. Bergstein
---------------------------------------
Melvyn E. Bergstein, Chairman and Chief
Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Melvyn E. Bergstein and Michael E.
Mikolajczyk, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorneys-in fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 23, 1998.

Signature Title

/s/ Melvyn E. Bergstein
- --------------------------- Director, Chairman, President and Chief
Melvyn E. Bergstein Executive Officer (Principal Executive Officer)

/s/ Michael E. Mikolajczyk
- --------------------------- Director and President
Michael E. Mikolajczyk

/s/ Christopher J. Moffitt
- --------------------------- Director and Senior Vice President
Christopher J. Moffitt

/s/ James C. Spira
- --------------------------- Director and Senior Vice President
James C. Spira

/s/ Edward R. Andersen
- --------------------------- Director
Edward R. Andersen

/s/ Donald R. Caldwell
- --------------------------- Director
Donald R. Caldwell

7
<PAGE> 8

/s/ Alan Kay
- --------------------------- Director
Alan Kay

/s/ John D. Loewenberg
- --------------------------- Director
John D. Loewenberg

8
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE

4.1 Restated Certificate of Incorporation of the Company
filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 and any amendments thereto
(filed with the Commission on February 21, 1997, (File
No. 333-17785) (the "Form S-1"), and hereby
incorporated by reference).

4.2 Amended and Restated By-laws of the Company (filed as
Exhibit 3.2 to the Form S-1 and hereby incorporated by
reference).

4.3 Diamond Technology Partners Incorporated 1998 Equity
Incentive Plan.

4.4 Form of Stock Option Agreement for Non-Partners.

4.5 Form of Stock Option Agreement for Partners.

5.1 Opinion of Winston & Strawn as to the legality of the
securities being registered.

23.1 Consent of Winston & Strawn (included in its opinion
filed as Exhibit 5.1).

23.2 Consent of KPMG Peat Marwick LLP.

23.3 Consent of KPMG Peat Marwick LLP.

<PAGE> 1
EXHIBIT 4.3

DIAMOND TECHNOLOGY PARTNERS INCORPORATED

1998 EQUITY INCENTIVE PLAN

1. Purpose. The Diamond Technology Partners Incorporated 1998 Equity
Incentive Plan (the "Plan") is intended to promote the long-term success of
Diamond Technology Partners Incorporated (the "Company") and its stockholders by
strengthening the Company's ability to attract and retain highly competent
executives and other selected employees and to provide a means to encourage
stock ownership and proprietary interest in the Company.

2. Term. The Plan shall become effective upon the date (the "Effective
Date") it is approved by the Board of Directors of the Company (the "Board"),
subject to its ratification and approval by the affirmative vote of the holders
of a majority of the securities of the Company present or represented, and
entitled to vote at a meeting of stockholders of the Company, and shall
terminate at the close of business on the tenth anniversary of the Effective
Date unless terminated earlier under Section 14. Certain awards made with the
approval of the Company's Management Committee in March and April 1998 (the
"March/April Awards") prior to the Effective Date were intended to be pursuant
to the Plan and are therefore included under the Plan. After termination of the
Plan, no future awards may be granted, but previously granted awards shall
remain outstanding in accordance with their applicable terms and conditions and
the terms and conditions of the Plan.

3. Plan Administration. The Company's Management Committee, as
constituted from time to time, or any other committee appointed by the Board
(the "Committee") shall be responsible for administering the Plan. Except as
otherwise provided in the Plan, the Committee shall have full and exclusive
power to interpret the Plan and to adopt such rules, regulations and guidelines
for carrying out the Plan as it may deem necessary or proper, and such power
shall be executed in the best interests of the Company and in keeping with the
objectives of the Plan. The interpretation and construction of any provision of
the Plan or any option or right granted hereunder and all determinations by the
Committee in each case shall be final, binding and conclusive with respect to
all interested parties.

4. Eligibility. Any employee of the Company shall be eligible to
receive one or more awards under the Plan. Directors of the Company who are not
employed by the Company will be considered "employees" eligible to receive
awards under the Plan, but only for purposes of nonqualified stock options.
"Company" includes any entity that is directly or indirectly controlled by the
Company or any entity in which the Company has a significant equity interest, as
determined by the Committee.

<PAGE> 2

5. Shares of Common Stock Subject to the Plan. Subject to the
provisions of Section 6 of the Plan, the aggregate number of shares of Class B
Common Stock, $0.001 par value, (and shares of Class A Common Stock into which
such Class B Common Stock may be converted) of the Company ("Stock") which may
be transferred to participants under the Plan shall be:

(i) 3,500,000 shares (including the March/April Awards); plus

(ii) any shares that are represented by awards or portions of
awards under the Diamond Technology Partners Incorporated 1994 Stock
Option Plan, as amended (the "Prior Plan") that are forfeited, expired,
cancelled or settled without the issuance of shares; plus

(iii) any shares that are represented by options or portions
of options not awarded under the Prior Plan but included in clause (i)
of Section 3 of the Prior Plan that are forfeited, expired, cancelled
or settled without the issuance of shares; plus

(iv) any shares issued and included in clause (i) of
Section 3 of the Prior Plan that are repurchased by the Company.

The aggregate number of shares of Stock that may be covered by awards
granted to any single individual under the Plan shall not exceed 150,000 shares
per fiscal year of the Company. The aggregate number of shares of Stock that may
be granted in the form of incentive stock options ("ISOs") intended to comply
with Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
shall be 3,500,000 shares.

Shares subject to awards under the Plan which expire, terminate, or are
canceled prior to exercise or, in the case of awards granted under Section 8.3,
do not vest, shall thereafter be available for the granting of other awards.
Shares which have been exchanged by a participant as full or partial payment to
the Company in connection with any award under the Plan also shall thereafter be
available for the granting of other awards. In instances where a stock
appreciation right ("SAR") or other award is settled in cash, the shares covered
by such award shall remain available for issuance under the Plan. Likewise, the
payment of cash dividends and dividend equivalents paid in cash in conjunction
with outstanding awards shall not be counted against the shares available for
issuance. Any shares that are issued by the Company, and any awards that are
granted through the assumption of, or in substitution for, outstanding awards
previously granted by an acquired entity shall not be counted against the shares
available for issuance under the Plan.

Any shares of Stock issued under the Plan may consist in whole or in
part of authorized and unissued shares or of treasury shares, and no fractional
shares shall

<PAGE> 3

be issued under the Plan. Cash may be paid in lieu of any fractional shares in
settlements of awards under the Plan.

6. Adjustments. In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of
Company assets to stockholders, or any other change affecting shares of Stock or
share price, such proportionate adjustments, if any, as the Committee in its
discretion may deem appropriate to reflect such change shall be made with
respect to (1) the aggregate number of shares of Stock that may be issued under
the Plan; (2) each outstanding award made under the Plan; and (3) the exercise
price per share for any outstanding stock options, SARs or similar awards under
the Plan.

7. Fair Market Value. "Fair Market Value," for all purposes of the
Plan, shall mean the average of the closing price of a share of Stock on the
NASDAQ National Market System for the ten trading days immediately preceding the
date of grant.

8. Awards. Except as otherwise provided in this Section 8, the
Committee shall determine the type or types of award(s) to be made to each
participant and the number of shares of Stock subject to each such award, and
any other terms, conditions and limitations applicable to such award. Awards may
be granted singly, in combination or in tandem. Awards also may be made in
combination or in tandem with, in replacement of, as alternatives to or as the
payment form for grants or rights under any other compensation plan or
individual contract or agreement of the Company including those of any acquired
entity. The types of awards that may be granted under the Plan are:

8.1 Stock Options. A stock option is a right to purchase a
specified number of shares of Stock during a specified period. The
purchase price per share for each stock option shall be not less than
100% of Fair Market Value on the date of grant, except if a stock
option is granted retroactively in tandem with or as a substitution for
a SAR, the exercise price may be no lower than the Fair Market Value of
a share as set forth in award agreements for such tandem or replaced
SAR. A stock option may be in the form of an ISO which complies with
Section 422 of the Code. The price at which shares may be purchased
under a stock option shall be paid in full by the optionee at the time
of the exercise in cash or such other method permitted by the
Committee, including (1) tendering shares; (2) authorizing a third
party to sell the shares (or a sufficient portion thereof) acquired
upon exercise of a stock option and assigning the delivery to the
Company of a sufficient amount of the sale proceeds to pay for all the
shares acquired through such exercise; or (3) any combination of the
above.

<PAGE> 4

8.2 SARs. A SAR is a right to receive a payment, in cash
and/or shares, equal to the excess of the Fair Market Value of a
specified number of shares of Stock on the date the SAR is exercised
over the Fair Market Value on the date the SAR was granted as set forth
in the applicable award agreement; except that if a SAR is granted
retroactively in tandem with or in substitution for a stock option, the
designated Fair Market Value set forth in the award agreement shall be
no lower than the Fair Market Value of a share for such tandem or
replaced stock option.

8.3 Stock Awards. A stock award is a grant made or denominated
in shares or units equivalent in value to shares. All or part of any
stock award may be subject to conditions and restrictions as set forth
in the applicable award agreement, which may be based on continuous
service with the Company or the achievement of performance goals
related to profits, profit growth, profit-related return ratios, cash
flow or total stockholder return, where such goals may be stated in
absolute terms or relative to comparable companies.

9. Dividends and Dividend Equivalents. Any awards under the Plan may
earn dividends or dividend equivalents as set forth in the applicable award
agreement. Such dividends or dividend equivalents may be paid currently or may
be credited to a participant's account. Any crediting of dividends or dividend
equivalents may be subject to such restrictions and conditions may be
established in the applicable award agreement, including reinvestment in
additional shares or share equivalents.

10. Deferrals and Settlements. Payment of awards may be in the form of
cash, stock, other awards or combinations thereof as shall be determined at the
time of grant, and with such restrictions as may be imposed in the award
agreement. The Committee also may require or permit participants to elect to
defer the issuance of shares or the settlement of awards in cash under such
rules and procedures as it may establish under the Plan. It also may provide
that deferred settlements include the payment or crediting of interest on the
deferral amounts, or the payment or crediting of dividend equivalents where the
deferral amounts are denominated in shares.

11. Transferability and Exercisability. Awards granted under the Plan
shall not be transferable or assignable other than (1) by will or the laws of
descent and distribution; (2) by gift or other transfer of an award to any trust
or estate in which the original award recipient or such recipient's spouse or
other immediate relative has a substantial beneficial interest, or to a spouse
or other immediate relative, provided that any such transfer is permitted by
Rule 16b-3 under the Exchange Act as in effect when such transfer occurs and the
Board does not rescind this provision prior to such transfer; or (3) pursuant to
a domestic relations order (as defined by the Code). However, any award so
transferred shall continue to be

<PAGE> 5

subject to all the terms and conditions contained in the instrument evidencing
such award.

12. Award Agreements. Awards under the Plan shall be evidenced by
agreements as approved by the Committee that set forth the terms, conditions and
limitations for each award, which may include the term of an award (except that
in no event shall the term of any ISO exceed a period of ten years from the date
of its grant), the provisions applicable in the event the participant's
employment terminates, and the Committee's authority to amend, modify, suspend,
cancel or rescind any award. The Committee need not require the execution of any
such agreement, in which case acceptance of the award by the participant shall
constitute agreement to the terms of the award.

13. Acceleration and Settlement of Awards. The Committee shall have the
discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change of control of the Company, as defined by
the Committee, to provide for the acceleration of vesting and for settlement,
including cash payment of an award granted under the Plan, upon or immediately
before the effectiveness of such event. However, the granting of awards under
the Plan shall in no way affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure, or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any portion of its
businesses or assets.

14. Plan Amendment. The Plan may be amended by the Committee as it
deems necessary or appropriate to better achieve the purposes of the Plan,
except that no such amendment shall be made without the approval of the
Company's stockholders which would increase the number of shares available for
issuance in accordance with Sections 5 and 6 of the Plan. The Board may suspend
the Plan or terminate the Plan at any time; provided, that no such action shall
adversely affect any outstanding benefit. Any shares authorized under Section 5
(or any amendment thereof) with respect to which no Award is granted prior to
termination of the Plan, or with respect to which an Award is terminated,
forfeited or canceled after termination of the Plan, shall automatically be
transferred to any subsequent stock incentive plan or similar plan for employees
of the Company.

15. Tax Withholding. The Company shall have the right to deduct from
any settlement of an award made under the Plan, including the delivery or
vesting of shares, a sufficient amount to cover withholding of any federal,
state or local taxes required by law, or to take such other action as may be
necessary to satisfy any such withholding obligations. The Committee may, in its
discretion and subject to such rules as it may adopt, permit participants to use
shares to satisfy required tax withholding and such shares shall be valued at
the Fair Market Value as of the settlement date of the applicable award.

<PAGE> 6

16. Registration of Shares. Notwithstanding any other provision of the
Plan, the Company shall not be obligated to offer or sell any shares unless such
shares are at that time effectively registered or exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act") and the offer and
sale of such shares are otherwise in compliance with all applicable federal and
state securities laws and the requirements of any stock exchange or similar
agency on which the Company's securities may then be listed or quoted. The
Company shall have no obligation to register the shares under the federal
securities laws or take any other steps as may be necessary to enable the shares
to be offered and sold under federal or other securities laws. Prior to
receiving shares a Plan participant may be required to furnish representations
or undertakings deemed appropriate by the Company to enable the offer and sale
of the shares or subsequent transfers of any interest in such shares to comply
with the Securities Act and other applicable securities laws. Certificates
evidencing shares shall bear any legend required by, or useful for the purposes
of compliance with, applicable securities laws, this Plan or award agreements.

17. Other Benefit and Compensation Programs. Unless otherwise
specifically determined by the Committee, settlements of awards received by
participants under the Plan shall not be deemed a part of a participant's
regular, recurring compensation for purposes of calculating payments or benefits
from any Company benefit plan or severance program. Further, the Company may
adopt other compensation programs, plans or arrangements as it deems appropriate
or necessary.

18. Unfunded Plan. Unless otherwise determined by the Committee, the
Plan shall be unfunded and shall not create (or be construed to create) a trust
or a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any participant or other person. To the
extent any person holds any rights by virtue of an award granted under the Plan,
such rights shall be no greater than the rights of an unsecured general creditor
of the Company.

19. Use of Proceeds. The cash proceeds received by the Company from the
issuance of shares pursuant to awards under the Plan shall constitute general
funds of the Company.

20. Regulatory Approvals. The implementation of the Plan, the granting
of any award under the Plan, and the issuance of shares upon the exercise or
settlement of any award shall be subject to the Company's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the awards granted under it or the shares issued pursuant to it.

21. Employment Rights. The Plan does not constitute a contract of
employment and participation in the Plan will not give a participant the right
to continue in the employ of the Company on a full-time, part-time or any other
basis.

<PAGE> 7

Participation in the Plan will not give any participant any right or claim to
any benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan.

22. Governing Law. The validity, construction and effect of the Plan
and any actions taken or relating to the Plan shall be determined in accordance
with the laws of the State of Illinois and applicable federal law.

23. Successors and Assigns. The Plan shall be binding on all successors
and assigns of a participant, including, without limitation, the estate of such
participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the participant's
creditors.

<PAGE> 1
EXHIBIT 4.4

DIAMOND TECHNOLOGY PARTNERS INCORPORATED
1998 EQUITY INCENTIVE PLAN

1998 NON-PARTNER STOCK OPTION AGREEMENT

WHEREAS, Diamond Technology Partners Incorporated, a Delaware
corporation (the "Company"), has adopted the Diamond Technology Partners
Incorporated 1998 Equity Incentive Plan, as amended from time to time and
incorporated herein (the "Plan"), which provides for, among other things, the
grant of qualified and/or nonqualified stock options to employees of the Company
as selected by the Committee to purchase shares of $.001 par value common stock
of the Company;

WHEREAS, the individual designated on the attached "Notice of Grant of
Stock Options" (the "Optionee") has been selected by the Committee to receive an
Option in accordance with the provisions of the Plan; and

WHEREAS, the parties hereto desire to evidence in writing the terms and
conditions of the Option.

NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein contained and as an inducement to the Optionee
to begin employment with the Company or to continue as an employee of the
Company, the parties hereto hereby agree as follows:

1. DEFINITIONS.

All capitalized terms used herein shall have the same meanings as are
ascribed to them in the Plan, unless expressly provided otherwise in this
Agreement.

"Agreement" means this Stock Option Agreement.

"Committee" means the Company's Management Committee, as
constituted from time to time, or any other committee appointed by the
board of directors of the Company.

"Date of Grant" means the date this Option is granted, as set
forth in the Notice of Grant.

"Disability" means any medically determinable physical or
mental impairment which prevents the Optionee from engaging in any
substantial gainful activity and which can be expected to result in
death or which has lasted or can be expected to last for a continuous
period of not less than 12 months. Disability shall be determined by
the Committee based upon medical reports and other evidence
satisfactory to the Committee.

<PAGE> 2

"Employee" means an employee of the Company.

"Exercise Price" means the purchase price of the Option
Shares, as set forth in the Notice of Grant.

"Expiration Date" means the termination date of the Option, as
set forth in the Notice of Grant.

"Fair Market Value" means the average of the closing price of
a share of Class A common stock on the NASDAQ National Market System
for the ten trading days immediately preceding the Date of Grant.

"Notice of Grant" means the "Notice of Grant of Stock Options"
attached hereto and incorporated herein by reference.

"Option" means the option to purchase shares of Stock
evidenced by this Agreement and the Notice of Grant.

"Option Shares" means the shares of Stock subject to the
Option.

"Stock" means the $.001 per share par value Class A or Class B
common stock of the Company.

"Vest Date" means the date upon which the Option becomes
vested, as set forth in the Notice of Grant.

"VSRA" means that certain Second Amended and Restated Voting
and Stock Restriction Agreement dated as of the 4th day of August,
1997, among the Company and the stockholders of the Company, as amended
from time to time.

2. GRANT OF OPTION.

The Committee hereby awards to the Optionee this Option to purchase all
or any part of the Option Shares at the Exercise Price, on the terms and
conditions set forth herein and subject in all respects to the terms and
provisions of the Plan and the Notice of Grant, which terms and conditions are
incorporated herein by reference.

3. RESTRICTIONS ON TRANSFER.

This Option may not be transferred, assigned, pledged or hypothecated
in any way and will not be subject to execution, attachment or similar process,
except by will or under the laws of descent and distribution.

4. VESTING OF OPTION.

(a) This Option is exercisable only upon and after the Vest
Date.

<PAGE> 3

Optionee ceases to be an Employee for any reason, and any unvested
portion of this Option in such case shall be canceled as of that date.

(c) Notwithstanding anything to the contrary in this Agreement
or the Notice of Grant, if the Optionee dies or suffers a Disability
prior to a Vest Date, and the Optionee was an Employee at the time of
such death or Disability, the unvested portion of this Option shall
automatically vest on the date of such death or Disability.

5. WHEN OPTION MAY BE EXERCISED.

(a) Except as otherwise provided in this section, the vested
portion of this Option shall be exercised, if at all, by the Optionee
at any time before the Expiration Date.

(b) If the Optionee ceases to be an Employee because of death,
the Optionee's vested Options shall be exercised, if at all, by the
person or entity (including the Optionee's estate) that has obtained
the Optionee's rights under the Option by will or under the laws of
descent and distribution, at any time before the Expiration Date.

(c) If the Optionee ceases to be an Employee because of
Disability, the Optionee's vested Options must be exercised, if at all,
not later than twelve months following the date the Optionee ceases to
be an Employee.

(d) If the Optionee ceases to be an Employee for any reason
other than death or Disability, the Optionee's vested Options must be
exercised, if at all, not later than 90 days following the date the
Optionee ceases to be an Employee. Any unvested portion of this Option
terminates immediately upon the cessation of employment of the
Optionee.

(e) The Committee shall have the discretion, exercisable at
any time before a sale, merger, consolidation, reorganization,
liquidation or change of control of the Company, as defined by the
Committee, to provide for the acceleration of vesting and for
settlement, including cash payment, of the Option upon or immediately
before the effectiveness of such event.

6. EXERCISE OF OPTION.

(a) During the Optionee's lifetime, this Option shall be
exercisable only by the Optionee or his or her legal representative or
guardian. In the event of the Optionee's death, this Option shall be
exercisable by the person or entity (including the Optionee's estate)
that has obtained the Optionee's rights under the Option by will or
under the laws of descent and distribution.

(b) This Option may be exercised by submitting to the Company:
(1) a Notice of Exercise in the form attached hereto as Exhibit A, (2)
any other written representations, covenants, and other undertakings
that the Company may prescribe pursuant to the VSRA or any other
source, or to satisfy securities laws and regulations or other
requirements, and (3) a personal, certified or bank cashier's check
payable to the order of the Company in an amount equal to the full
purchase price of the Option Shares to be purchased.

<PAGE> 4

(c) Notwithstanding the foregoing, if permitted by the
Committee, payment of such purchase price may be made in (i) previously
owned whole shares of Stock (for which the Optionee has good title,
free and clear of all liens and encumbrances), having a value
determined by the closing price of a share of Stock on the NASDAQ
National Market System (the "NASDAQ Price") on the date of exercise,
the total amount being equal to the aggregate purchase price of the
Option Shares to be purchased, (ii) by authorizing the Company to
retain whole shares having a value determined by the NASDAQ Price on
the date of exercise, the total amount being equal to the aggregate
purchase price of the Option Shares to be purchased, which whole shares
would otherwise be issuable upon exercise of the Option, (iii) in cash
by a broker-dealer to whom the Optionee has submitted an irrevocable
notice of exercise, or (iv) a combination of cash, (i) and (ii).

(d) Upon consent of the Committee, the Optionee may elect to
defer delivery of the Option Shares by notifying the Committee and
acting in accordance with rules and procedures established by the
Committee. Prior to delivery of the deferred Option Shares to the
Optionee: (i) the Option Shares may not be sold, assigned, transferred,
pledged or otherwise encumbered, other than by will or the laws of
descent and distribution; (ii) the Optionee shall have none of the
rights of a shareholder with respect to the Option Shares; and (iii)
nothing contained in this Agreement shall give any rights to the
Optionee that are greater than those of a general creditor of the
Company.

7. MODIFICATION OF OPTION.

At any time and from time to time the Committee may modify, extend or
renew this Option, provided that no such modification, extension or renewal
shall impair in any respect the benefit of the Option to the Optionee without
the consent of the Optionee.

8. STOCKHOLDER RIGHTS.

The Optionee shall have none of the rights of a stockholder with
respect to the Option Shares until: (i) the transfer of such shares to the
Optionee has been duly recorded on the stock transfer books of the Company upon
the exercise of the Option; and (ii) the Optionee shall execute and deliver to
the Company, in the form prescribed by the Company, either a counterpart of the
VSRA or an agreement under which the Optionee adopts and agrees to be bound by
the VSRA. The certificates representing the Option Shares purchased shall bear
the legends provided in the VSRA and other required legends.

9. INCENTIVE STOCK OPTION.

If the Notice of Grant states that the Option is an incentive stock
option, this Option is intended to be and shall for all purposes be treated as
an incentive stock option under Section 422 of the Internal Revenue Code (the
"Code"). To the extent that the aggregate Fair Market Value (as of the Date of
Grant) of the Option Shares issuable under all Options (including this Option)
granted to an individual which are exercisable for the first time by such
individual during any calendar year exceeds $100,000, such Options shall be
treated as Options that are not "incentive stock options" under the Code.

In the event that the Committee modifies the vesting of the Option or
some other action occurs which affects the treatment of the Option, negatively
or positively, or the laws relating

<PAGE> 5

to the Option change, this Option shall be treated as an incentive stock option
to the maximum extent allowed by law.

10. OTHER DOCUMENTS.

The Optionee acknowledges receipt of copies of the Plan and the VSRA,
and agrees to all of the respective terms, conditions, restrictions and
limitations contained therein.

11. STOCKHOLDER APPROVAL OF PLAN.

This Option is subject to the approval of the Plan by the stockholders
of the Company at the 1998 annual meeting of the stockholders of the Company or
an adjournment thereof. If such approval is not granted, then this Option is
void in its entirety, regardless of any vesting which shall have occurred
hereunder. Until approval of the Plan by the stockholders of the Company, no
exercise of Options shall be allowed.

12. NOTICES.

All notices by one party to the other under this Agreement shall be in
writing. Any notice under this Agreement to the Committee or to the Company
shall be addressed to the Company at Suite 3000, 875 N. Michigan Avenue,
Chicago, Illinois 60611, and any notice to the Optionee shall be addressed to
the Optionee at the address listed on the Notice of Grant. If mailed by United
States mail, properly addressed and proper postage prepaid or if sent by
recognized overnight courier service, notice shall be effective on the date of
mailing or delivery to such courier. If served personally, notice shall be
effective as of the date of delivery to the address of the party to whom the
notice is addressed. If the effective date as provided above is not a business
day, the effective date shall be the next regular business day. Either party may
at any time notify the other in writing of a new address for service of notice
upon that party.

13. SEVERABILITY.

If any provision of this Agreement for any reason should be found by any
arbitrator or court of competent jurisdiction to be invalid, illegal or
unenforceable, in whole or in part, such declaration shall not affect the
validity, legality, or enforceability of any remaining provision or portion
hereof, which remaining provision or portion shall remain in full force and
effect as if this Agreement had been adopted with the invalid, illegal or
unenforceable provision or portion eliminated.

14. AGREED FORUM.

All acts required to be performed by the Optionee hereunder shall be
deemed to be performed in Chicago, Cook County, Illinois, and the Optionee
hereby submits to the jurisdiction of any state or Federal court located in
Chicago, Illinois and waives any and all objections to the jurisdiction of such
courts and the venue of any action brought therein.

15. ARBITRATION.

<PAGE> 6

this dispute to binding arbitration under the Commercial Rules of the American
Arbitration Association. The parties shall each bear one-half (1/2) of the costs
of the alternative dispute resolution mechanism.

In the event arbitration is chosen, each party shall select an arbitrator of its
choice within 20 days of the giving or receipt of notice of arbitration. The
two, in turn, shall choose a third presiding arbitrator. If the two shall be
unable to agree upon the presiding arbitrators or if any party fails or refuses
to appoint an arbitrator, the appointing authority shall have the power to make
an appointment.

The award of the arbitrators, which shall be in writing and furnished within
thirty days of the last day of the hearing, shall be final and binding upon the
parties and neither party shall appeal the award to any court. Judgement for
enforcement of the award of the arbitrators may be entered in any court having
jurisdiction thereof. The parties acknowledge that this provision and any award
rendered pursuant to it shall be governed by the federal Uniform Arbitration
Act.

16. EQUITABLE RELIEF.

The Company shall be entitled to enforce the terms and provisions of
this Agreement by an action for injunction or specific performance or an action
for damages or all of them, or may be made the subject of the arbitration
proceedings described in the preceding section.

17. APPLICABLE STATE LAW.

This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois.

<PAGE> 7

EXHIBIT A

DIAMOND TECHNOLOGY PARTNERS INCORPORATED

1998 NON-PARTNER STOCK OPTION AGREEMENT
NOTICE OF EXERCISE

Reference is made to the Notice of Grant having a Date of Grant of
___________________ and the 1998 Non-Partner Stock Option Agreement, both as
accepted by ________________________ (the "Optionee"). Capitalized terms used
herein and not otherwise defined have the meanings assigned to such terms in
the 1998 Non-Partner Stock Option Agreement.

The Optionee hereby irrevocably exercises the option for and purchases
_______________ shares of Stock.

The full purchase price for the shares of Stock being purchased hereunder,
calculated in accordance with the Notice of Grant and the 1998 Non-Partner Stock
Option Agreement, is $_______________, and the Optionee is delivering to the
Company simultaneously with the delivery of this Notice of Exercise a personal,
certified or bank cashier's check payable to the order of the Company in such
amount.

The shares of Stock being purchased hereunder are being acquired for the
Optionee's own account and not with a view to distribution thereof in violation
of applicable Federal or state securities laws.

The Optionee hereby agrees to be bound, with respect to the shares of Stock
being purchased hereunder, by the VSRA and agrees to execute or adopt such VSRA
in the form as required by the Company, as a condition to receipt of the Stock.

The Optionee requests that certificates for the shares of Stock being purchased
hereunder be issued in the name of and delivered to the following person and
address:

___________________________________

Dated as of: ____________________ ______________________________
(Signature)

______________________________
(Name)

______________________________
(Signature of Spouse)

______________________________
(Name)

(TO BE EXECUTED ONLY UPON EXERCISE OF THE OPTION)

<PAGE> 1
EXHIBIT 4.5

DIAMOND TECHNOLOGY PARTNERS INCORPORATED
1998 EQUITY INCENTIVE PLAN

1998 PARTNER STOCK OPTION AGREEMENT

WHEREAS, the parties hereto desire to evidence in writing the terms and
conditions of the Option.

1. DEFINITIONS.

All capitalized terms used herein shall have the same meanings as are
ascribed to them in the Plan, unless expressly provided otherwise in this
Agreement.

"Agreement" means this Stock Option Agreement.

"Committee" means the Company's Management Committee, as
constituted from time to time, or any other committee appointed by the
board of directors of the Company.

"Date of Grant" means the date this Option is granted, as set
forth in the Notice of Grant.

"Employee" means an employee of the Company.

<PAGE> 2

"Exercise Price" means the purchase price of the Option
Shares, as set forth in the Notice of Grant.

"Expiration Date" means the termination date of the Option, as
set forth in the Notice of Grant.

"Fair Market Value" means the average of the closing price of
a share of Class A common stock on the NASDAQ National Market System
for the ten trading days immediately preceding the Date of Grant.

"Notice of Grant" means the "Notice of Grant of Stock Options"
attached hereto and incorporated herein by reference.

"Option" means the option to purchase shares of Stock
evidenced by this Agreement and the Notice of Grant.

"Option Shares" means the shares of Stock subject to the
Option.

"Partner" means the internal company designation for such
position.

"Partner Compensation Program" means the Diamond Technology
Partners Incorporated Partner Compensation Program effective April 15,
1996, as amended from time to time.

"Stock" means the $.001 per share par value Class A or Class B
common stock of the Company.

"Vest Date" means the date upon which the Option becomes
vested, as set forth in the Notice of Grant.

2. GRANT OF OPTION.

3. RESTRICTIONS ON TRANSFER.

<PAGE> 3

4. VESTING OF OPTION.

(a) This Option is exercisable only upon and after the Vest
Date.

(b) The Optionee's vesting rights herein are predicated upon
the Optionee's continuous employment with the Company from the Date of
Grant to the Vest Date. Except as provided below, no portion of this
Option shall vest after the date the Optionee ceases to be an Employee
for any reason, and any unvested portion of this Option in such case
shall be canceled as of that date.

(c) Notwithstanding anything to the contrary in this Agreement
or the Notice of Grant, if the Optionee dies or suffers a Disability
prior to a Vest Date, and the Optionee was an Employee at the time of
such death or Disability, or if the Optionee retires (i) at or after
age 62 or (ii) at or after age 50 and after accruing five years of
service as a Partner of the Company after February 25, 1997, the
unvested portion of this Option shall automatically vest on the date of
such death, Disability or retirement.

5. WHEN OPTION MAY BE EXERCISED.

(a) Except as otherwise provided in this section, the vested
portion of this Option shall be exercised, if at all, by the Optionee
at any time before the Expiration Date.

(d) If the Optionee ceases to be an Employee for any reason
other than death or Disability, the Optionee's vested Options must be
exercised, if at all, not later than ninety (90) days following the
date the Optionee ceases to be an Employee. Any unvested portion of
this Option terminates immediately upon the cessation of employment of
the Optionee.

<PAGE> 4

6. EXERCISE OF OPTION.

(b) This Option may be exercised by submitting to the Company:
(1) a Notice of Exercise in the form attached hereto as Exhibit A, (2)
any other written representations, covenants, and other undertakings
that the Company may prescribe pursuant to the VSRA, the Equity Sales
Program of the Partner Compensation Program, or any other source, or to
satisfy securities laws and regulations or other requirements, and (3)
a personal, certified or bank cashier's check payable to the order of
the Company in an amount equal to the full purchase price of the Option
Shares to be purchased.

7. MODIFICATION OF OPTION.

8. STOCKHOLDER RIGHTS.

The Optionee shall have none of the rights of a stockholder with
respect to the Option Shares until: (i) the transfer of such shares to the
Optionee has been duly recorded on the stock

<PAGE> 5

transfer books of the Company upon the exercise of the Option; and (ii) the
Optionee shall execute and deliver to the Company, in the form prescribed by the
Company, either a counterpart of the VSRA or an agreement under which the
Optionee adopts and agrees to be bound by the VSRA. The certificates
representing the Option Shares purchased shall bear the legends provided in the
VSRA, the Partner Compensation Program, and other required legends.

9. INCENTIVE STOCK OPTION.

In the event that the Committee modifies the vesting of the Option or
some other action occurs which affects the tax-advantaged treatment of the
Option, negatively or positively, or the laws relating to the Option change,
this Option shall be treated as an incentive stock option to the maximum extent
allowed by law.

10. OTHER DOCUMENTS.

The Optionee acknowledges receipt of copies of the Plan, the VSRA and
the Partner Compensation Program, and agrees to all of the respective terms,
conditions, restrictions and limitations contained therein.

11. STOCKHOLDER APPROVAL OF PLAN.

12. NOTICES.

<PAGE> 6

13. SEVERABILITY.

If any provision of this Agreement for any reason should be found by
any arbitrator or court of competent jurisdiction to be invalid, illegal or
unenforceable, in whole or in part, such declaration shall not affect the
validity, legality, or enforceability of any remaining provision or portion
hereof, which remaining provision or portion shall remain in full force and
effect as if this Agreement had been adopted with the invalid, illegal or
unenforceable provision or portion eliminated.

<PAGE> 7

14. AGREED FORUM.

15. ARBITRATION.

In the event of a dispute relating to this Stock Option Agreement, the
parties agree to attempt in good faith to resolve the dispute among themselves.
If this is unsuccessful, the parties shall attempt to mutually agree on an
alternative dispute resolution mechanism. If the parties cannot so agree on an
alternative dispute resolution mechanism, then the parties shall submit this
dispute to binding arbitration under the Commercial Rules of the American
Arbitration Association. The parties shall each bear one-half (1/2) of the costs
of the alternative dispute resolution mechanism.

16. EQUITABLE RELIEF.

17. APPLICABLE STATE LAW.

This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois.

<PAGE> 8

EXHIBIT A

DIAMOND TECHNOLOGY PARTNERS INCORPORATED
1998 PARTNER STOCK OPTION AGREEMENT

NOTICE OF EXERCISE

Reference is made to the Notice of Grant having a Date of Grant of
______________ and the 1998 Partner Stock Option Agreement, both as accepted by
_______________ (the "Optionee"). Capitalized terms used herein and not
otherwise defined have the meanings assigned to such terms in the 1998 Partner
Stock Option Agreement.

The Optionee hereby irrevocably exercises the option for and purchases
_______________ shares of Stock.

The full purchase price for the shares of Stock being purchased hereunder,
calculated in accordance with the Notice of Grant and the 1998 Partner Stock
Option Agreement, is $_______________, and the Optionee is delivering to Diamond
Technology Partners Incorporated (the "Company") simultaneously with the
delivery of this Notice of Exercise a personal, certified or bank cashier's
check payable to the order of the Company in such amount.

The Optionee hereby agrees to be bound, with respect to the shares of Stock
being purchased hereunder, by the VSRA and the Partner Compensation Program,
including the Equity Sales Program, and agrees to execute or adopt such VSRA in
the form as required by the Company, as a condition to receipt of the Stock.

The Optionee requests that certificates for the shares of Stock being purchased
hereunder be issued in the name of and delivered to the following person and
address:

___________________________________

Dated as of:____________________ ______________________________
(Signature)

______________________________
(Name)

______________________________
(Signature of Spouse)

______________________________
(Name)

(TO BE EXECUTED ONLY UPON EXERCISE OF THE OPTION)

<PAGE> 1
Exhibit 5.1

[letterhead of Winston & Strawn]

November 20, 1998

Diamond Technology Partners Incorporated
875 North Michigan Avenue
Suite 3000
Chicago, Illinois 60611

Re: 3,500,000 Shares of Common Stock of Diamond Technology Partners
Incorporated

Dear Ladies and Gentlemen:

We have acted as special counsel to Diamond Technology Partners
Incorporated (the "Company") in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement is being filed in connection with the issuance of up to 3,500,000
shares of Class B Common Stock, par value $0.001 per share or Class A Common
Stock, par value $0.001 per share (the "Shares"), of the Company upon exercise
of stock options or stock appreciation rights or pursuant to stock awards to be
granted from time to time under the Diamond Technology Partners Incorporated
1998 Equity Incentive Plan (the "Plan").

This opinion letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

We are familiar with the proceedings to date with respect to the Plan
and the proposed issuance and sale of the Shares and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for this opinion.
In our examination, we have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as

<PAGE> 2

certified or photostatic copies, and the authenticity of the originals of such
latter documents. As to certain facts material to this opinion, we have relied
without independent verification upon oral or written statements and
representations of officers and other representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Company is duly incorporated and validly existing in Delaware.

2. The Shares will be, as and when acquired in accordance with the terms
and conditions of the Plan, legally issued, fully paid and non-assessable under
the General Corporation Law of the State of Delaware.

The foregoing opinions are limited to the laws of the United States,
the State of Illinois and the General Corporation Law of the State of Delaware.
We express no opinion as to the application of the securities or blue sky laws
of the various states to the issuance or sale of the Shares.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving such consent, we do not concede
that we are "experts" within the meaning of the Securities Act or the rules and
regulations thereunder or that this consent is required by Section 7 of the
Securities Act.

Very truly yours,

/s/ Winston & Strawn

<PAGE> 1

Exhibit 23.2

The Board of Directors
Diamond Technology Partners Incorporated:

We consent to incorporation by reference in this registration statement on Form
S-8 of Diamond Technology Partners Incorporated of our reports dated April 17,
1998, relating to the consolidated balance sheets of Diamond Technology
Partners Incorporated and subsidiary as of March 31, 1997 and 1998, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three-year period ended March 31, 1998, and
the related schedule, which reports appear in the March 31, 1998 annual report
on Form 10-K of Diamond Technology Partners Incorporated.

/s/KPMG Peat Marwick LLP

Chicago, Illinois
November 23, 1998

<PAGE> 1

Exhibit 23.3

The Trustees of the
Diamond Technology Partners
Incorporated 401(k) Plan:

We consent to incorporation by reference in the registration statement on Form
S-8 of Diamond Technology Partners Incorporated of our report dated July 13,
1998, relating to the statements of net assets available for plan benefits of
Diamond Technology Partners Incorporated 401(k) Plan as of December 31, 1996 and
1997, and the related statements of changes in net assets available for plan
benefits for the years then ended, which report appears in the December 31, 1997
annual report on Form 11-K of Diamond Technology Partners Incorporated 401(k)
Plan.

/s/KPMG Peat Marwick LLP

Chicago, Illinois
November 23, 1998