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                                                                    Exhibit 4.2

                        FORM OF REGISTRATION AGREEMENT

  This Registration Agreement (this "Agreement") is made effective as of
           , 1999, between The Metzler Group, Inc., a Delaware corporation
(the "Company"), and each of the holders who execute and deliver a signature
page hereto (individually a "Holder" and collectively, the "Holders").

                                    Recital

  The parties to this Agreement are parties to that certain Stock Exchange
Agreement dated as of              , 1998 (the "Stock Exchange Agreement") by
and among the Company,                , an            corporation ("XXX"), and
the Holders, pursuant to which the Company is acquiring from the Holders all
of the capital stock of XXX and in connection therewith the Company is issuing
shares of Common Stock (as defined below) to the Holders. In order to induce
the Holders to enter into the Stock Exchange Agreement, the Company has agreed
to provide the registration rights set forth in this Agreement. Unless
otherwise provided in this Agreement, capitalized terms used herein shall have
the meanings set forth in Section 7 hereof.

                                   Agreement

  Now, Therefore, in consideration of the foregoing Recital and the mutual
covenants and agreements herein contained and intending to be legally bound
hereby, the parties hereby agree as follows:

  1. Piggyback Registrations.

  (a) Right to Piggyback. If, at any time during which any Registrable
Securities remain outstanding (other than during a Lock-Up Period (as defined
in the Stock Exchange Agreement)), the Company proposes to register any of its
Common Stock under the Securities Act in an underwritten public offering,
other than pursuant to a registration on Form S-8 or Form S-4 or any similar
forms then in effect, (a "Piggyback Registration"), the Company will give
prompt written notice to all Holders of its intention to effect such a
registration (the "Registration Notice") and will, subject to the terms of
this Agreement, include in such registration all Registrable Securities of the
Holders with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company's notice,
not to exceed a maximum number of shares for each such Holder equal to 20% of
such Holder's Registrable Securities.

  (b) Priority on Primary Registrations. If a Piggyback Registration includes
primary shares to be sold on behalf of the Company, and the managing
underwriter or underwriters advise the Company that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering without materially adversely
affecting the marketability of the offering, the Company will include in such
registration, (i) first, the securities the Company proposes to sell and (ii)
second, the Registrable Securities requested to be included in such
registration and all other Common Stock requested to be included in such
registration (the "Other Common Stock"), to be included pro rata on the basis
of the number of shares of such securities for which the Company has been
given written requests for inclusion therein by each such holder thereof.

  (c) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Company's
securities (not including primary shares), and the managing underwriter or
underwriters advise the Company that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without adversely affecting the marketability of the
offering, the Company will include in such registration (i) first, the
securities requested to be included therein by the Priority Holders, and (ii)
second, the Registrable Securities requested to be included
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in such registration by the Holders and all Other Common Stock requested to be
included in such registration, to be included pro rata on the basis of the
number of shares of such securities for which the Company has been given
written requests for inclusion therein by each such holder thereof.

  (d) Holdback Agreements. Each holder of Registrable Securities agrees not to
effect any public sale or distribution (including sales pursuant to Rule 144)
of equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior
to and the 90-day period beginning on the effective date of any Piggyback
Registration, whether or not such Holder's Registrable Securities are included
therein (except as part of such underwritten registration), unless the Company
and the underwriters managing the registered public offering otherwise agree.

  2. Certain Procedures. In connection with any Piggyback Registration, the
Company will, as expeditiously as possible but subject to the terms hereof:

    (a) furnish each seller of Registrable Securities such number of copies
  of such Registration Statement, each amendment and supplement thereto, the
  prospectus included in such Registration Statement (including each
  preliminary prospectus) and such other documents as such seller may
  reasonably request in order to facilitate the disposition of the
  Registrable Securities owned by such seller;

    (b) use all commercially reasonable efforts to register or qualify such
  Registrable Securities under the securities or blue sky laws of such states
  and the District of Columbia as any seller of Registrable Securities
  reasonably requests and do any and all other acts and things which may be
  reasonably necessary or advisable to enable such seller to consummate the
  disposition in such states and the District of Columbia of the Registrable
  Securities owned by Holder (provided that the Company will not be required
  to (i) qualify generally to do business in any jurisdiction where it would
  not otherwise be required to qualify but for this subsection (b), (ii)
  subject itself to taxation in any such jurisdiction or (iii) consent to
  general service of process in any such jurisdiction);

    (c) notify each seller of such Registrable Securities of the happening of
  any event (other than a possible acquisition) of which the Company becomes
  aware, as a result of which the prospectus included in such Registration
  Statement contains an untrue statement of a material fact or omits any fact
  necessary to make the statements therein not misleading,

    (d) cause all such Registrable Securities to be listed on each securities
  exchange on which similar securities issued by the Company are then listed
  and, if not so listed, to be listed on the Nasdaq National Market; and

    (e) otherwise use all commercially reasonable efforts to comply with all
  applicable rules and regulations of the Commission, and make available to
  its security holders, as soon as reasonably practicable, an earnings
  statement covering the period of at least twelve months beginning with the
  first day of the Company's first full calendar quarter after the effective
  date of the Registration Statement, which earnings statement shall satisfy
  the provisions of Section 11(a) of the Securities Act and Rule 158
  thereunder.

  3. Holder Procedures.

  (a) In connection with any Registration Statement, the Company may require
each Holder to furnish to the Company such information regarding such Holder
and his or her proposed distribution of Registrable Securities, to the extent
necessary to comply with the Securities Act, as the Company may from time to
time reasonably request in writing.

  (b) Each Holder agrees to cooperate with the Company in all reasonable
respects in connection with the preparation and filing of each Registration
Statement and any amendment thereof, any prospectus relating thereto and any
prospectus supplement relating thereto with respect to the offer and sale of
Registrable Securities of such Holder.

  4. Registration Expenses. All expenses incident to the Company's performance
of or compliance with this Agreement, including all NASD registration and
filing fees, fees and expenses of compliance with securities or

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blue sky laws, listing fees, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and all
independent certified public accountants, and other Persons retained by the
Company (all such expenses being herein called "Registration Expenses"), will
be borne by the Company; provided, that Registration Expenses shall not
include, and the Holders of Registrable Securities shall pay, any underwriting
discounts or brokers fees and commissions applicable to Registrable Securities
sold by them pursuant to this Agreement and all legal fees and expenses of
counsel retained by the Holders.

  5. Indemnification and Contribution.

  (a) The Company shall indemnify and hold harmless, to the fullest extent
permitted by law, each Holder against all losses, claims, damages, liabilities
and expenses (including reasonable fees and legal expenses) resulting from any
untrue or alleged untrue statement of a material fact contained in the
Registration Statement, any prospectus, or any amendment or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except in each case
insofar as the same arises out of or is based upon an untrue statement or
alleged untrue statement of a material fact or an omission or alleged omission
to state a material fact in such Registration Statement, prospectus, amendment
or supplement, as the case may be, made or omitted, as the case may be, in
reliance upon and in conformity with information furnished to the Company by
such Holder for use therein or by such Holder's failure to deliver a copy of
the Registration Statement or prospectus or any amendments or supplements
thereto after the Company has furnished Holder with a sufficient number of
copies of the same.

  (b) The Holders participating in any Registration Statement shall indemnify
and hold harmless, to the fullest extent permitted by law, the Company, its
officers, directors, employees, representatives and agents, and each Person
who controls (within the meaning of the Securities Act) the Company, against
all losses, claims, damages, liabilities and expenses (including reasonable
costs of investigation and legal expenses) resulting from any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, any prospectus, or any amendment or supplement thereto, and any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, to the extent the same arises out
of or is based upon any untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission to state a material fact in
such Registration Statement, prospectus, amendment or supplement, as the case
may be, made or omitted, as the case may be, in reliance upon and in
conformity with information furnished to the Company by such Holder for use
therein.

  (c) Each party entitled to indemnification under this Section 5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom; provided, that counsel for the
Indemnifying Party, who will conduct the defense of such claim or litigation,
is approved by the Indemnified Party (whose approval will not be unreasonably
withheld or delayed); and provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations except to the extent that its defense of
the claim or litigation involved is prejudiced by such failure. The
Indemnified Party may participate in such defense at such Indemnified Party's
expense. No Indemnifying Party, in the defense of any such claim or
litigation, except with the prior consent of each Indemnified Party, shall
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of any claim or litigation, and no Indemnified Party will consent to entry of
any judgment or settle any claim or litigation without the prior written
consent of the Indemnifying Party. Each Indemnified Party shall furnish such
information regarding himself, herself or itself and the claim in question as
the Indemnifying Party may reasonably request and as shall be reasonably
required in connection with the defense of such claim and litigation resulting
therefrom.

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  (d) If for any reason the indemnification provided for in this Section 5
from an Indemnifying Party, although otherwise applicable by its terms, is
determined by a court of competent jurisdiction to be unavailable to an
Indemnified Party hereunder, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by the Indemnified Parties as a result of such losses, claims,
damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of such Indemnifying Party and the Indemnified
Parties in connection with the actions that resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and the
Indemnified Parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue
statement of a material fact, has been made by, or relates to information
supplied by, such Indemnifying Party or the Indemnified Parties, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 5(c), any legal or other fees or expenses reasonably incurred by such
party in connection with any investigation or proceeding.

  6. Participation in Underwritten Registrations. No Person may participate in
any registration hereunder which is underwritten unless such Person (a) agrees
to sell such Person's securities on the basis provided in any underwriting
arrangements approved by the Company and other Person or Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, share custody agreements, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

  7. Definitions.

  "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in the City of Chicago are
authorized or obligated by law or executive order to close.

  "Common Stock" means the Company's Common Stock, par value $0.001 per share.

  "Commission" means the Securities and Exchange Commission.

  "Person" means any natural person and any corporation, partnership, limited
liability company or other business entity.

  "Registration Statement" means a registration statement filed with the
Commission under the Securities Act in connection with a Piggyback
Registration.

  "Registrable Securities" means, with respect to each Holder, (i) the Metzler
Common (as defined in the Stock Exchange Agreement) issued to such Holder
pursuant to the Stock Exchange Agreement, and (ii) any Common Stock or other
equity securities issued or issuable with respect to the securities referred
to in clause (i) by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such securities
will cease to be Registrable Securities (A) when they have been distributed to
the public pursuant to an offering registered under the Securities Act or (B)
after the Registrable Securities held by such Holder first become eligible for
sale pursuant to Rule 144 under the Securities Act (or any similar rule then
in force), subject to any restrictions in the amount and manner of sale and
notice requirements contained therein.

  "Securities Act" means the Securities Act of 1933, as amended.

  8. Miscellaneous.

  (a) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and holders of at least a majority of the
Registrable Securities.

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  (b) Successors and Assigns. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto will bind and inure to the
benefit of the respective successors and permitted assigns; provided, however,
that rights to cause the Company to register Registrable Securities pursuant
to this Agreement may be assigned by a Holder to a transferee or assignee of
such securities only if (i) such assignment is made with all related
obligations, (ii) the Company is, within a reasonable time after such
transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; (iii) such transferee or assignee
agrees in writing to be bound by and subject to the terms and conditions of
this Agreement; and (iv) immediately following such transfer the further
disposition of such securities by the transferee or assignee is restricted
under the Securities Act.

  (c) Construction. The parties have jointly participated in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties and no presumptions or burdens of proof shall
arise favoring any party by virtue of the authorship of any of the provisions
of this Agreement. The term "include" and its derivatives shall have the same
construction as the phrase "include, without limitation," and its derivatives.
The section headings contained in this Agreement are inserted for convenience
or reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

  (d) Severability. It is the intent and desire of the parties that the
provisions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies as applied in each jurisdiction in which
enforcement of the provisions of this Agreement are sought. If any particular
provision of this Agreement shall be adjudicated by a court of competent
jurisdiction to be invalid or unenforceable, such provision shall be amended,
without any action on the part of any party hereto, to delete therefrom the
portion so adjudicated to be invalid or unenforceable, such deletion to apply
only with respect to the operation of such provision in the particular
jurisdiction in which such adjudication is made. If any provision of this
Agreement is adjudicated by a court of competent jurisdiction to be invalid or
unenforceable in its entirety, this Agreement shall be amended to delete such
provision therefrom and the remainder of this Agreement shall remain in full
force and effect in such jurisdiction and without such deletion in all other
jurisdictions.

  (e) Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one
and the same agreement.

  (f) Governing Law. The corporate law of Delaware will govern all issues
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity and interpretation of this
Agreement and the exhibits and schedules hereto will be governed by the
internal law, and not the law of conflicts, of Illinois.

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  (i) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (i) three
(3) business days after it is sent by registered or certified mail, return
receipt requested, postage prepaid; (ii) one day after receipt is
electronically confirmed, if sent by fax (provided that a hard copy shall be
promptly sent by first class mail); or (iii) one (1) business day following
deposit with a recognized national overnight courier service for next day
delivery charges prepaid, and, in each case, addressed to the intended
recipient as set forth below:

  If to Metzler:

                                          With a copy to:

  The Metzler Group, Inc.                 Sachnoff & Weaver, Ltd.
  615 N. Wabash                           Suite 2900
  Chicago, Illinois 60611                 Chicago, Illinois 60606
  Attn: General Counsel                   Attn: J. Todd Arkebauer
  Fax: 312/573-5676

                                          Fax: 312/207-6400


                                          With a copy to:

  If to the Holders:


  To their respective addresses
  set forth on the signature

  page hereto                             Attn: ____________________________
                                          Fax: _____________________________

  Any party may give any notice, request, demand, claim, or other
communication hereunder using any other means (including personal delivery,
expedited courier, messenger service, telecopy, telex, ordinary mail, or
electronic mail), but no such notice, request, demand, claim, or other
communication shall be deemed to have been duly given unless and until it
actually is delivered to the individual for whom it is intended. Any party may
change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.

  (g) Aggregation of Stock. All shares of Registrable Securities held or
acquired by affiliated Persons shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.

  (h) Termination. The Company's obligations hereunder shall terminate upon
the earlier of (i) with respect to a particular Holder, such Holder having
sold 20% of the Registrable Securities and (ii) after the Registrable
Securities held by such Holder first become eligible for sale pursuant to Rule
144 under the Securities Act (or any similar rule then in force), subject to
any restrictions in the amount and manner of sale and notice requirements
contained therein.

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  In Witness Whereof, the parties have executed this Agreement as of the date
first written above.

                                          The Company:

                                          The Metzler Group, Inc.

                                          By: _________________________________

                                          Name: _______________________________

                                          Title: ______________________________

                                          Holders:
                                          _____________________________________
                                          _____________________________________

                                          Address: ____________________________
                                                _______________________________

                                                Fax: __________________________
                                          _____________________________________
                                          _____________________________________

                                          Address: ____________________________
                                                _______________________________

                                                Fax: __________________________
                                          _____________________________________
                                          _____________________________________

                                          Address: ____________________________
                                                _______________________________

                                                Fax: __________________________
                                          _____________________________________
                                          _____________________________________



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