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                                              Exhibit 4.1


                    AMENDMENT NUMBER ONE
                           TO THE
                TECHNOLOGY SOLUTIONS COMPANY
                  1996 STOCK INCENTIVE PLAN



          WHEREAS, Technology Solutions Company (the

"Company") has heretofore adopted and maintains the

Technology Solutions Company 1996 Stock Incentive Plan (the

"Plan"); and



          WHEREAS, the Company desires to amend the Plan in

certain respects.



          NOW, THEREFORE, pursuant to the power of amendment

contained in Section 6.2 of the Plan, the Plan is hereby

amended as follows:



          1.  Effective as of the date hereof, Section 1.4

of the Plan is hereby amended by deleting the second

sentence thereof, and inserting the following sentence in

lieu thereof:

     For purposes of this Plan, references to

     employment shall also mean an agency or

     independent contractor relationship and references

     to employment by the Company shall also mean

     employment by a Subsidiary or such other employer

     designated in the Agreement evidencing the award.



          2.  Effective with respect to options granted on

or after the date hereof, Sections 5.2 and 5.3 of the Plan

are hereby deleted, and the following sections are inserted

in lieu thereof:


     5.2  Grants of Stock Options.  Each Non-Employee
     Director shall be granted Non-Statutory Stock
     Options as follows:






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          (a)  Time of Grant.  On the date on which a
     person is first elected or begins to serve as a
     Non-Employee Director (other than by reason of
     termination of employment), and, thereafter, if
     such person is then a Non-Employee Director, on
     the date that an option granted to such person
     pursuant to this Article V becomes exercisable in
     full in accordance with Section 5.2(b) hereunder,
     such person shall be granted an option to purchase
     40,500 shares of Common Stock at a purchase price
     per share equal to the Fair Market Value of a
     share of Common Stock on the date of grant of such
     option.

          (b)  Option Period and Exercisability.
     Except as otherwise provided herein, each option
     granted under this Article V (an "Automatic Non-
     Employee Director's Option") shall not be
     exercisable until the last day of the calendar
     month following the calendar month in which such
     option is granted (the "Initial Date of
     Exercisability").  Each Automatic Non-Employee
     Director's Option shall become exercisable as to
     1,125 shares of Common Stock on the date of its
     Initial Date of Exercisability and as to an
     additional 1,125 shares of Common Stock on the
     last day of each of the next thirty-five calendar
     months following the Initial Date of
     Exercisability.  An exercisable option, or portion
     thereof, may be exercised in whole or in part only
     with respect to whole shares of Common Stock.
     Automatic Non-Employee Director's Options shall be
     exercisable in accordance with Section 2.1(c).


     5.3  Option Period and Termination of
     Directorship.  (a)  Term and Termination of
     Option.  The maximum term of each Automatic Non-
     Employee Director's Option shall be the date which
     is 10 years after the date on which it was granted
     (the "Expiration Date").  Each Automatic Non-
     Employee Director's Option shall terminate, to the
     extent not exercised or earlier terminated
     pursuant to the terms of this Article V, on its
     Expiration Date.  In no event may an Automatic Non-
     Employee Director's Option be exercised, in whole
     or in part, after it terminates.

               (b)  Termination of Directorship Other
     than by Death, Disability or Retirement.  If the
     holder of an Automatic Non-Employee Director's
     Option ceases to be a director of the Company for
     any reason other than death, Disability, or
     Retirement, the option shall remain exercisable
     with respect to the number of shares subject to
     such option that are exercisable upon the
     effective date of such holder's ceasing to be a
     director and may thereafter be exercised for a
     period of 90 days from the effective date of such
     holder's ceasing to be a director or until the
     Expiration Date, whichever period is shorter,
     after which the Automatic Non-Employee Director's
     Option shall terminate in its entirety.




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               (c)  Death.  If the holder of an
     Automatic Non-Employee Director's Option ceases to
     be a director of the Company by reason of death,
     the option shall become exercisable as of the date
     of death with respect to any or all of the shares
     subject to such option and may thereafter be
     exercised for a period of one year from the date
     of death or until the Expiration Date, whichever
     period is shorter, after which the Automatic Non-
     Employee Director's Option shall terminate in its
     entirety.

               (d)  Disability.  If the holder of an
     Automatic Non-Employee Director's Option ceases to
     be a director of the Company by reason of
     Disability, the option shall become exercisable as
     of the effective date of such holder's ceasing to
     be a director with respect to any or all of the
     shares subject to such option and may thereafter
     be exercised for a period of 90 days from the
     effective date of such termination or until the
     Expiration Date, whichever period is shorter,
     after which the Automatic Non-Employee Director's
     Option shall terminate in its entirety.  For
     purposes of this Article V, "Disability" shall
     mean the inability of an individual to fully
     perform the duties of a director of the Company
     for a continuous period in excess of 360 days, as
     determined by the Board in its sole discretion.

               (e)  Retirement.  If the holder of an
     Automatic Non-Employee Director's Option ceases to
     be a director of the Company by reason of
     retirement after such holder has completed five
     years of service as a director of the Company and
     is at least 55 years of age ("Retirement"), the
     option shall remain exercisable with respect to
     the number of shares subject to such option that
     are exercisable upon the effective date of such
     Retirement, and may thereafter be exercised for a
     period of two years from the effective date of
     such Retirement or until the Expiration Date,
     whichever period is shorter, after which the
     Automatic Non-Employee Director's Option shall
     terminate in its entirety.

               (f)  Death After Termination of
     Directorship.  If the holder of an Automatic Non-
     Employee Director's Option dies after he or she
     has ceased to be a director of the Company, the
     option shall be exercisable only to the extent
     that it is exercisable on the date of such
     holder's death and may thereafter be exercised
     only for that period of time for which the option
     is exercisable immediately prior to the holder's
     death pursuant to Sections 5.3(b) through (e).




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          IN WITNESS WHEREOF, the Company has caused this

instrument to be executed by its duly authorized officer on

this 23rd day of July, 1999.





                              Technology Solutions Company



                                   By:  PAUL PETERSON
                                        ______________