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

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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15  (d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

                                       OR

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

FOR THE TRANSITION PERIOD FROM _____________TO _____________


                        COMMISSION FILE NUMBER: 00-24055

                            DA CONSULTING GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 TEXAS                                 76-0418488
    (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NO.)
     INCORPORATION OR ORGANIZATION)

         5847 SAN FELIPE, SUITE 1100                   77057
         HOUSTON, TEXAS  77057                      (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (713) 361-3000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 NOT APPLICABLE
    (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                     REPORT)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.

                                   YES [X]   NO  [ ]

     Indicate  by  check mark whether the registrant is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).

                                   YES [ ]   NO  [X]

   NUMBER OF SHARES OUTSTANDING OF COMMON STOCK AS OF MAY 14, 2003:  8,418,604


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<PAGE>
<TABLE>
<CAPTION>
                            DA CONSULTING GROUP, INC.
                                      INDEX
                                     PART I
                              FINANCIAL INFORMATION


                                                                                     PAGE NO.
                                                                                     --------
<S>                                                                                  <C>

Item 1.  Financial Statements
         Condensed Consolidated Balance Sheets at March 31, 2003 (unaudited)
           and December 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . .     3
         Condensed Consolidated Statements of Operations for the Three Months ended
           March 31, 2003 and 2002 (unaudited) . . . . . . . . . . . . . . . . . . .     4
         Condensed Consolidated Statements of Cash Flows for the Three Months ended
           March 31, 2003 and 2002 (unaudited) . . . . . . . . . . . . . . . . . . .     5
         Notes to Unaudited Condensed Consolidated Financial Statements. . . . . . .     6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . .     9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . .    13

Item 4.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . .    13


                                    PART II

                                OTHER INFORMATION

Item 3.   Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . . .        13

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . .        14

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                    PART I-FINANCIAL INFORMATION

                                    ITEM 1. FINANCIAL STATEMENTS

                                      DA CONSULTING GROUP, INC.
                                CONDENSED CONSOLIDATED BALANCE SHEETS
                         (In thousands, except share and per share amounts)


                                                                         MARCH 31,     DECEMBER 31,
                                                                            2003           2002
                                                                        ------------  --------------
                                     ASSETS                             (Unaudited)
                                     ------
<S>                                                                     <C>           <C>
Current Assets:
 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .  $       343   $         576
 Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . .        2,582           3,615
 Unbilled revenue. . . . . . . . . . . . . . . . . . . . . . . . . . .          122              50
 Deferred taxas set. . . . . . . . . . . . . . . . . . . . . . . . . .            -             160
 Prepaid expenses and other current assets . . . . . . . . . . . . . .          402             255
                                                                        ------------  --------------
    Total current assets . . . . . . . . . . . . . . . . . . . . . . .        3,449           4,656
                                                                        ------------  --------------
Property and equipment, net. . . . . . . . . . . . . . . . . . . . . .        3,366           3,670
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          210             204
Deferred taxas set . . . . . . . . . . . . . . . . . . . . . . . . . .            -             840
Goodwill, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          206             206
                                                                        ------------  --------------
    Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     7,231   $       9,576
                                                                        ============  ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities:
 Revolving line of credit. . . . . . . . . . . . . . . . . . . . . . .  $       835   $       1,335
 Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .        1,489           1,268
 Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .        3,366           3,319
                                                                        ------------  --------------
    Total current liabilities. . . . . . . . . . . . . . . . . . . . .        5,690           5,922
                                                                        ------------  --------------
Lease abandonment liabilities. . . . . . . . . . . . . . . . . . . . .          202             396
Other long-term liabilities. . . . . . . . . . . . . . . . . . . . . .          130             130
Commitments and contingencies

Shareholders' Equity:
 Preferred stock, $0.01 par value: 10,000,000 shares authorized. . . .            -               -
 Common stock, $0.01 par value: 40,000,000 shares authorized; 8,571,777
    shares issued; 8,418,604  shares outstanding . . . . . . . . . . .           85              85
 Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . .       34,039          34,039
 Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . .      (30,136)        (28,145)
 Accumulated other comprehensive loss. . . . . . . . . . . . . . . . .       (1,257)         (1,329)
 Treasury stock,153,173 shares at cost . . . . . . . . . . . . . . . .       (1,522)         (1,522)
                                                                        ------------  --------------
  Total shareholders' equity . . . . . . . . . . . . . . . . . . . . .        1,209           3,128
                                                                        ------------  --------------
    Total liabilities and shareholders' equity . . . . . . . . . . . .  $     7,231   $       9,576
                                                                        ============  ==============
</TABLE>


The  accompanying  notes  are  an  integral  part  of the condensed consolidated
financial  statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                            DA CONSULTING GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)


                                          THREE MONTHS ENDED
                                              MARCH 31,
                                          2003         2002
                                      ------------  ----------
<S>                                   <C>           <C>
Revenue. . . . . . . . . . . . . . .  $     4,860   $   6,898
Cost of revenue. . . . . . . . . . .        3,360       3,775
                                      ------------  ----------
  Gross profit . . . . . . . . . . .        1,500       3,123

Selling and marketing expense. . . .          630         578
Development expense. . . . . . . . .           29          45
General and administrative expense .        1,730       2,121
                                      ------------  ----------
  Operating income (loss). . . . . .         (889)        379
                                      ------------  ----------
Interest expense, net. . . . . . . .           (8)         (6)
Other expense, net . . . . . . . . .          (33)        (52)
                                      ------------  ----------
  Total other expense, net . . . . .          (41)        (58)
                                      ------------  ----------
  Income (loss) before taxes . . . .         (930)        321

Provision for income taxes . . . . .        1,061         235
                                      ------------  ----------

  Net income (loss). . . . . . . . .  $    (1,991)  $      86
                                      ============  ==========
Basic earnings (loss) per share. . .  $      (.24)  $     .01
Weighted average shares outstanding.        8,419       8,419

Diluted earnings (loss) per share. .  $      (.24)  $     .01
Weighted average shares outstanding.        8,419       8,872
</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                         DA CONSULTING GROUP, INC.
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (In thousands)
                                                (Unaudited)


                                                                                      THREE MONTHS ENDED
                                                                                           MARCH 31,
                                                                                       2003         2002
                                                                                   ------------  ----------
<S>                                                                                <C>           <C>
Cash flows from operating activities:
  Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    (1,991)  $      86
                                                                                   ------------  ----------
  Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
    Loss on disposal of equipment                                                            -          26
    Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . .          323         456
    Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,061         232
    Changes in operating assets and liabilities:
      Accounts receivable, netand unbilled revenue. . . . . . . . . . . . . . . .          961        (586)
      Prepaid expenses and other current assets . . . . . . . . . . . . . . . . .         (147)        (73)
      Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (6)        (19)
      Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . .            6         180
                                                                                   ------------  ----------
        Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,198         216
                                                                                   ------------  ----------
        Net cash provided by operating activities . . . . . . . . . . . . . . . .          207         302
                                                                                   ------------  ----------

Cash flows used in investing activities:
   Purchases of property and equipment. . . . . . . . . . . . . . . . . . . . . .          (12)          -
                                                                                   ------------  ----------
Cash flows used in financing activities:
   Repayment of revolving line of credit. . . . . . . . . . . . . . . . . . . . .         (500)       (407)
                                                                                   ------------  ----------
Effect of changes in foreign currency exchange rate on cash and cash equivalents.           72          12
                                                                                   ------------  ----------
        Decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . .         (233)        (93)
Cash and cash equivalents at beginning of period. . . . . . . . . . . . . . . . .          576         373
                                                                                   ------------  ----------
Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . . . .  $       343   $     280
                                                                                   ============  ==========
</TABLE>


The  accompanying  notes  are  an  integral  part  of the condensed consolidated
financial  statements.


                                        5
<PAGE>
                            DA CONSULTING GROUP, INC.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)  ORGANIZATION  AND  BUSINESS

     DA  Consulting Group, Inc. ("DACG(TM)" and, together with its subsidiaries,
the  "Company")  is an international provider of employee education and software
solutions to companies investing in business information technology. Through its
offices  in  six  countries, DACG delivers customized services for documentation
and  training  necessary  for  implementation  of  extended  enterprise software
applications;  technical  and  non-technical  employee  education and continuous
learning  programs;  e-Learning  applications  such  as computer-based-training;
learning management systems; and consulting on human resource management, change
management  and  change  communications.  The  consolidated financial statements
include  the  accounts  of DACG and all wholly owned subsidiaries.  Intercompany
balances  and  transactions  have  been  eliminated  in  consolidation.

(2)  BASIS  OF  PRESENTATION

     The unaudited condensed consolidated financial statements should be read in
conjunction  with  the  Company's consolidated financial statements for the year
ended  December  31,  2002 included in the Company's Annual Report on Form 10-K.
The  unaudited  condensed consolidated financial statements included herein have
been  prepared  by  the  Company  without  an  audit  pursuant  to the rules and
regulations  of  the  Securities  and  Exchange  Commission (the "SEC"). Certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States of America have been condensed or omitted, pursuant to such rules
and  regulations.   Operating  results for the three months ended March 31, 2003
are  not  necessarily  indicative  of the results which will be realized for the
year  ending  December  31,  2003.

     The  unaudited condensed consolidated financial information included herein
reflects all adjustments, consisting only of normal recurring adjustments, which
are  necessary,  in  the  opinion  of management, for a fair presentation of the
Company's  financial  position,  results  of  operations  and cash flows for the
interim  periods  presented.

New  Accounting  Pronouncements

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with  Exit  or  Disposal  Activities  (SFAS 146), which addresses accounting for
restructuring  and  similar  costs.  SFAS  146  supersedes  previous  accounting
guidance,  principally  Emerging  Issues  Task Force (EITF) Issue No. 94-3.  The
Company  adopted  the  provisions  of  SFAS  146  for  restructuring  activities
initiated  after  December  31,  2002.  SFAS 146 requires that the liability for
costs  associated  with  an  exit  or  disposal  activity be recognized when the
liability  is  incurred.  Under  EITF No. 94-3, a liability for an exit cost was
recognized  at the date of a company's commitment to an exit plan. SFAS 146 also
establishes that the liability should initially be measured and recorded at fair
value.  Accordingly,  SFAS  146  may  affect  the  timing  of recognizing future
restructuring  costs  as well as the amount recognized.  Adoption of SFAS 146 in
the  first  quarter  of  2003  did  not  have a material effect on the Company's
financial  statements.

     In December 2002, the FASB issued SFAS No. 148,  Accounting for Stock-Based
Compensation - Transition and Disclosure (SFAS 148), which amended SFAS No. 123,
Accounting  for  Stock-Based Compensation (SFAS 123).  The new standard provides
alternative methods of transition for a voluntary change to the fair-value-based
method  of  accounting for stock-based employee compensation.  Additionally, the
statement  amends  the  disclosure requirements of SFAS 123 to require prominent
disclosures  in  the annual and interim financial statements about the method of
accounting  for  stock-based  employee compensation and the effect of the method
used  on reported results.  This statement is effective for financial statements
for  fiscal  years ending after December 15, 2002.  In compliance with SFAS 148,
DACG  has elected to continue to follow the intrinsic value method in accounting
for  its  stock-based employee compensation arrangement as defined by Accounting
Principles  Board Opinion (APB) No. 25, Accounting for Stock Issued to Employee,
and  has made the applicable disclosures in note 8 to the consolidated financial
statements for the year ended December 31, 2002 included in the Company's Annual
Report  on  Form  10-K.


                                        6
<PAGE>
3)   LIQUIDITY,  GOING  CONCERN  AND  MANAGEMENTS  PLANS

Significant losses were incurred for fiscal years 1999 through 2002. The Company
incurred  significant  losses  in  the quarter ending March 31, 2003 and revenue
expectations  in  the second quarter of 2003 have been short of expectations due
to  a  large project cancellation following the sale of a customer' business and
the  continued  difficult technology market.   The Company is in negotiations to
merge  with  another company.  In the event the merger is not completed, another
source of financing will be required for the Company to continue its operations.
Current  financing  is  not  adequate to continue as a going concern.  Continued
losses  and the uncertainty of the Company's ability to raise additional capital
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.

To  the  extent the merger is not completed, the cash generated from the line of
credit,  receivables  based financing, and continued operations are insufficient
to  meet  the  Company's current working capital needs, the Company will have to
raise  additional  capital.  No  assurance  can be given that additional funding
will  be available or, if available, will be on terms acceptable to the Company.
Uncertainty  regarding  the amount and timing of any proceeds from the Company's
plans  to  raise additional capital raises substantial doubt about the Company's
ability to continue as a going concern.  The accompanying consolidated financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  asset  carrying  amounts or the amount and classification of
liabilities  that might be necessary should the Company be unable to continue as
a  going  concern.

During  the  second  quarter  of  2003 the Company has not been able to maintain
compliance with its Europe based financing agreement on a consistent basis.   At
May  16,  2003 the Company had borrowed $785,000 against the credit facility and
had  $1,150,000  in  collateralized  receivables.  The  agreement  requires
collateralization  of  200%  of  receivables  or  $1,570,000.  The  Company  is
requesting  a  waiver  until  the  merger  can  be  completed.  There  can be no
assurance  that  the  Company  will  be  able  to  obtain a waiver or additional
financing  on  acceptable  terms,  if  at  all.

At  May  16, 2003 the Company had sold  $0.4 million  U. S. accounts receivables
under  a  receivable  based  financing agreement representing all eligible U. S.
accounts  receivable.

(4)  INCOME  TAXES

     At  March 31, 2003 the Company had $11.6 million of net deferred tax assets
primarily  consisting  of  net  operating  loss  carryforwards. The benefit from
utilization  of net operating loss carryforwards could be subject to limitations
if  significant ownership changes occur in the Company. The Company's ability to
realize  the  entire benefit of its deferred tax asset requires that the Company
achieve  certain  future  earnings  levels  prior  to  the expiration of its net
operating  loss  carryforwards.  The  Company  has  recorded  a  $11.6  million
valuation  allowance  against  deferred  tax  assets resulting in a net carrying
value  of  zero.

(5)  DEBT

Revolving  Line  of  Credit

     The  Company  has  a  credit facility from a foreign bank with an available
line  of  approximately  $1.2  million  (750,000  Great  Britain  Pounds),
collateralized  by and based on eligible foreign accounts receivable, secured by
a  mortgage deed against all the assets of the Europe Division and guaranteed by
the Company.  At March 31, 2003, the Company had used $0.8 million of the credit
facility.  The interest rate on this line of credit was 5.75% at March 31, 2003.
The  line of credit is available through March 2004, however, the line of credit
is  due  upon  demand.

     During the second quarter of 2003 the Company has not been able to maintain
compliance with its Europe based financing agreement on a consistent basis.   At
May  16,  2003 the Company had borrowed $785,000 against the credit facility and
had  $1,150,000  in  collateralized  receivables.  The  agreement  requires
collateralized  receivables  in the amount of $1,570,000.  The Company is not in
compliance with this credit facility at May 20, 2003.  The Company is requesting
a  waiver.

Accounts  Receivable  Financing


                                        7
<PAGE>
     The  Company  has an agreement with a bank, which provides for financing of
eligible  U.S.  accounts  receivable  under  a purchase and sale agreement.  The
maximum  funds  available  under  the  agreement is $2.5 million.  The agreement
allows for the bank to request repurchase of an account receivable under certain
conditions.  The  bank  has never requested repurchase of an account receivable.
At  March  31,  2003,  the  Company  had  sold  $0.4 million accounts receivable
pursuant to this agreement.   At May 16, 2003 the Company had sold  $0.4 million
U.  S.  accounts  receivables  under  a  receivable  based  financing  agreement
representing  all  eligible  U.  S.  accounts  receivable.

(6)  LEASE  LIABILITIES

     The  Company has recorded liabilities related to losses on leases abandoned
and  termination liabilities on leases requiring the leased property be returned
to  its  original  condition.  During  the  three  months  ended  March 31, 2003
payments charged to the reserve totaled $0.1 million and the reserve was reduced
by $0.1 million resulting in a reduction of general and administrative expenses.
The  balance  remaining at March 31, 2003 was $0.9 million of which $0.2 million
is  recorded  as  long-term  debt.  During the three months ended March 31, 2002
payments  against  the  reserve  totaled  $0.2 million and no adjustments of the
reserve  were  recorded.

(7)  COMPREHENSIVE  INCOME  (LOSS)

      Comprehensive  income  (loss)  is  comprised of two components: net income
(loss)  and other comprehensive income.  Other comprehensive income is comprised
of foreign currency translation adjustments from international subsidiaries that
under  generally  accepted  accounting  principles are recorded as an element of
shareholders'  equity  and are excluded from net income (loss).   The components
of  comprehensive  income  (loss)  are  listed  below  (in  thousands):

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED
                                                         MARCH 31,
                                                     2003        2002
                                                 ------------  ---------
<S>                                              <C>           <C>
          Net income (loss) . . . . . . . . . .  $    (1,991)  $      86
          Other comprehensive income. . . . . .           72          12
                                                 ------------  ---------
          Comprehensive income (loss) . . . . .  $    (1,919)  $      98
                                                 ============  =========
</TABLE>


(8)  EARNINGS  (LOSS)  PER  SHARE

     Basic  earnings  (loss)  per  share has been computed based on the weighted
average  number  of  common  shares  outstanding  during  the applicable period.
Diluted  earnings per share includes the number of shares issuable upon exercise
of  stock  options,  less  the number of shares that could have been repurchased
with  the  exercise  proceeds,  using  the  treasury  stock  method.

     The following table summarizes the Company's computation of earnings (loss)
per  share  for  the quarter ended March 31, 2003 and 2002 (in thousands, except
per  share  amounts):

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                           ------------------------
                                                               2003         2002
                                                           -------------  ---------
<S>                                                        <C>            <C>
Basic earnings (loss) per share . . . . . . . . . . . . . .$      (0.24)  $   0.01
                                                           =============  =========
Net income (loss) . . . . . . . . . . . . . . . . . . . . .$     (1,991)  $     86
                                                           =============  =========
Weighted average shares outstanding . . . . . . . . . . . .       8,419      8,419
Computation of diluted earnings per share:
  Common shares issuable under outstanding stock options.            --      1,029
  Less shares assumed repurchased with proceeds from
  exercise of stock options  ions . . . . . . . . . . . . .          --      (576)
                                                           ------------------------
  Adjusted weighted average shares outstanding. . . . . . .       8,419      8,872
                                                           =============  =========
Diluted earnings (loss) per share . . . . . . . . . . . . .$      (0.24)  $   0.01
                                                           =============  =========
</TABLE>


                                        8
<PAGE>
     Approximately  1,883,000  antidilutive  options  and 3,000,000 antidilutive
warrants  were  excluded  from the calculation of diluted earnings per share for
the  three  months  ended  March  31,  2003.  Approximately 463,000 antidilutive
options  and  3,000,000 antidilutive warrants were excluded from the calculation
of  diluted  earnings  per  share  for  the  three  months ended March 31, 2002.

(9)  PRO  FORMA  NET  LOSS  AND  EARNINGS  (LOSS)  PER  SHARE

     Had  the  compensation cost for the Company's stock-based compensation plan
been  determined  consistent  with SFAS 123, the Company's net loss per share at
March  31,  2003 and 2002 approximate the pro forma amounts below (in thousands,
except  per  share  amounts):

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED
                                              ------------------------
                                                      MARCH 31,
                                              ------------------------
                                                  2003         2002
                                              ------------  ----------
<S>                                           <C>           <C>
Net income (loss), as reported                $    (1,991)  $      86
Deduct:  Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects                           (100)       (239)
                                              ------------  ----------
Pro forma                                          (2,091)       (153)

Basic and diluted earnings (loss) per share:
     As reported . . . . . . . . . . . . . .  $     (0.24)  $    0.01
     Pro forma                                      (0.25)      (0.02)
</TABLE>


     The  fair  value  of  each stock option granted is estimated on the date of
grant  using  the  minimum value method of option pricing based on the following
weighted-average  assumptions:  dividend  yield  of 0%; risk-free interest rates
ranging  from  3.13% to 6.77%; volatility ranging from 50% to 137%; and expected
life  of 5 years.  The effects of applying SFAS 123 in this pro forma disclosure
are  not  indicative  of  future  amounts.

(10) GEOGRAPHIC  FINANCIAL  DATA

     Revenue  from  the  Company's  operations  are presented below by operating
division  (in  thousands):

<TABLE>
<CAPTION>
                                                   EUROPE,
                                                 MIDDLE EAST
                                     AMERICAS     & AFRICA     ASIA PACIFIC    TOTAL
                                    ----------  -------------  -------------  -------
<S>                                 <C>         <C>            <C>            <C>
THREE MONTHS ENDED MARCH 31, 2003
     Revenue                        $   1,303   $      2,087   $       1,470  $4,860
     Operating income (loss) . . . .      (58)        (1,019)            188    (889)
THREE MONTHS ENDED MARCH 31, 2002
     Revenue                        $     706   $      4,459   $       1,733  $6,898
     Operating income (loss) . . . .     (443)           617             205     379
</TABLE>


                            DA CONSULTING GROUP, INC.

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
          RESULTS  OF  OPERATIONS

OVERVIEW


                                        9
<PAGE>
     The  Company  is  an  international  provider of education for employees of
companies  which  are  implementing business information technology. The Company
provides  customized  change  communications,  education and performance support
services  designed  to  maximize  its  clients'  returns  on  their  substantial
investments  in  business  information  technology.

     Recognizing  the global nature of its existing and prospective client base,
the  Company  has  built  a  substantial international presence.  The Company is
currently  organized  into  three  divisions:  the  Americas  Division; the EMEA
Division,  which  includes Europe; and the Asia Pacific Division, which includes
its  Australia  operations.

CRITICAL  ACCOUNTING  POLICIES

Income  Taxes

     The  Company  recognizes  deferred income taxes for the expected future tax
consequences  of  events  that have been included in the financial statements or
tax  returns.  Under  this method, deferred income taxes are determined based on
the  difference between the financial statement carrying amount and tax basis of
assets  and  liabilities using enacted tax rates in effect in the years in which
the  differences  are  expected  to  reverse.  A valuation allowance is provided
against deferred tax assets which management considers more likely than not will
fail  to  be  realized.

     For  the  fiscal  years  1999 through 2002 the Company incurred significant
losses  before  income  taxes.  The
Company  incurred  additional  significant losses for the first quarter of 2003.
At  March  31,  2003, the Company had generated net operating loss carryforwards
for  tax  reporting  purposes  of  approximately  $33.6 million recording  $12.2
million  of  deferred  tax  assets of which the Company has recorded a valuation
allowance  of  approximately $12.2 million resulting no deferred tax assets from
net  operating  loss  carryover  net  of  the  allowance based upon management's
estimate of future taxable income, against the deferred tax asset generated from
the  net  operating  loss  carryforwards.

Long-lived  Assets

     Management  reviews  long-lived  assets  for  impairment whenever events or
changes  in  circumstances indicate that the carrying amount of an asset may not
be  recoverable.  Recoverability  of assets to be held and used is measured by a
comparison  of the carrying amount of an asset to future net cash flows expected
to be generated by the asset.  If such assets are considered to be impaired, the
impairment  to  be  recognized  is  measured by the amount by which the carrying
amount  exceeds  the  fair  value  of  the assets which considers the discounted
future  net  cash  flows.  Assets to be disposed of are reported at the lower of
the  carrying  amount  or  the  fair  value  less  costs  of  disposal.

Revenue  Recognition

     The  majority of the Company's contracts with clients are based on time and
expenses  incurred  with the remainder of the revenue generated from fixed price
contracts.  Accordingly,  service  revenue  under  both  types  of  contracts is
recognized  as  services  are  performed  and  the realization of the revenue is
assured.  Contract  costs  include direct labor costs and reimbursable expenses,
and those indirect costs related to contract performance such as indirect labor.
Selling,  general  and  administrative costs are charged to expense as incurred.
Provisions  for estimated losses on uncompleted contracts are made in the period
in  which such losses are determined. Changes in job performance, job conditions
and  estimated profitability may result in revisions to costs and income and are
recognized in the period in which the revisions are determined. Unbilled revenue
represents  the  revenue  earned in excess of amounts billed and deferred income
represents  billings  in excess of revenue earned. Revenue includes reimbursable
expenses  directly  incurred  in  providing  services  to  clients.  The Company
recognizes  product  revenue  upon shipment to the client if no further services
are  required.

 Accounting  for  Stock  Options

     In  October  1995,  the  FASB  issued  Statement  of  Financial  Accounting
Standards  No.  123,  Accounting  for Stock-Based Compensation (SFAS 123), which
sets  forth  accounting  and  disclosure requirements for stock option and other


                                       10
<PAGE>
stock-based  compensation plans. The statement encourages, but does not require,
companies  to record stock-based compensation expense using a fair-value method,
rather  than  the  intrinsic-value  method prescribed by APB Opinion No. 25. The
Company has adopted only the disclosure requirements of SFAS 123 and has elected
to continue to record stock-based compensation expense using the intrinsic-value
approach  prescribed  by  APB  No.  25.  Accordingly,  the  Company  computes
compensation  cost  as  the amount by which the intrinsic value of the Company's
common  stock  exceeds  the  exercise  price on the date of grant. The amount of
compensation  cost,  if  any,  is  charged  to  income  over the vesting period.

Property  and  Equipment

     Property  and  equipment  are  stated at cost. Expenditures for substantial
renewals  and  betterments  are  capitalized,  while repairs and maintenance are
charged  to  expense  as incurred. Assets are depreciated or amortized using the
straight-line  method  for  financial reporting purposes and accelerated methods
for  tax  purposes  over  their  estimated  useful lives.  Computer equipment is
depreciated over a useful life of three to five years.  Furniture is depreciated
over  a  seven  year  useful life. Leasehold improvements are amortized over the
term  of  the  lease.  In  1999  the  Company  capitalized  $3.3  million  in
implementation  costs  related  to  the  Company's  primary  information system.
Purchased  software  and  internal  software  development  costs  related to the
Company's  primary  information  system  are amortized over a seven year period.

RESULTS  OF  OPERATIONS

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

     Revenue.   Revenue  decreased by $2 million, or 29.5%, from $6.9 million in
the  first  quarter  of  2002  to  $4.9  million  in  the first quarter of 2003,
reflecting  decreases  in  Europe  and Asia and an increase in America.  Product
sales  decreased from $0.5 million in 2002 to $0.1 million in 2003. Revenue from
the  Americas  Division  increased  by  84.6% from $0.7 million to $1.3 million;
revenue  from  the  EMEA  Division  decreased by 53.2% from $4.5 million to $2.1
million; and revenue from the Asia Pacific Division decreased by 15.2% from $1.7
million  to  $1.5  million.  The  Company ended the first quarter with 220 total
employees,  down  from  258 employees at the end of the same period of the prior
year.  Billable  headcount  has  decreased  18% compared to the first quarter of
2002.  Revenue  for the first quarter of 2003 was 11.0% less than revenue in the
fourth  quarter  of  2002.

     Gross  profit.  Gross profit decreased by $1.6 million, or 52.0%, from $3.1
million  in  the  first  quarter of 2002 to $1.5 million in the first quarter of
2003  and  decreased  as a percent of revenue from 45.3% in the first quarter of
2002  to  30.9%  in  the first quarter of 2003. The decrease in the gross profit
margin percentage is primarily attributable to decreased staff utilization, bill
rates  and  reduced  recovery  of travel costs offset partially by a increase in
margin  on  product  sales.

     Selling  and  marketing  expense.  Selling  and marketing expense increased
$52,000  or  9.0%, from $578,000 in the first quarter of 2002 to $630,000 in the
first  quarter  of  2003. The increase is the result of purchased services.  The
Company  had  22  sales and marketing personnel in the first quarter of 2002 and
the  first  quarter  of  2003.

     Development  expense.   Development  expense  decreased  $16,000, or 35.6%,
from  $45,000  in  the  first quarter of 2002 to $29,000 in the first quarter of
2003  reflecting  reduced  spending  on  new  tools.

     General  and  administrative  expense.  General  and administrative expense
decreased  by  $0.4 million, or 18.4%, from $2.1 million in the first quarter of
2002  to  $1.7  million in the first quarter of 2003. The decrease in expense is
due  primarily  to  a  reduction  in incentive pay, facilities and depreciation.
Depreciation expense included in general and administrative costs decreased from
$0.4  million  in the first quarter of 2002 to $0.3 million in the first quarter
of  2003.  Facilities  expense was reduced by $0.2 million due to a reduction in
reserve  requirements  on  abandoned  facilities.  General  and  administrative
personnel total 28 at the end of the first quarter of 2003 compared to 31 at the
end  of  the  first  quarter  of  2002.

     Operating  income  (loss).  Operating income decreased by $1.3 million from
an operating income of $0.4 million in the first quarter of 2002 to an operating
loss  of  $0.9 million in the first quarter of 2003.   The increase in operating


                                       11
<PAGE>
loss  resulted  from  a decline in revenue partially offset by reduced operating
expenses.  The  operating  loss  also increased by $0.2 million compared to $0.7
million  loss  in  the  fourth  quarter  of  2002.

     Provision (benefit) for income taxes.  The Company's effective tax rate was
114%  in  the  first  quarter  of 2003 compared to 73.2% in the first quarter of
2002.  The  tax  rate  in  the  first  quarter  of 2003 was due to the Company's
reserve  of all deferred tax assets related to net operating loss carryforwards.




                                       12
<PAGE>
     At  March  31,  2003,  the Company had $11.6 million of deferred tax assets
primarily  consisting  of  net  operating  loss  carryforwards. The benefit from
utilization  of net operating loss carryforwards could be subject to limitations
if  significant ownership changes occur in the Company. The Company has recorded
a  $11.6  million  valuation  allowance  against  deferred  tax  assets.

     Net income (loss).  The Company's net income decreased by $2.1 million from
a  net income of $0.1 million in the first quarter of 2002 to a net loss of $2.0
million  in  the  first  quarter of 2003 for reasons discussed above. Income per
share  decreased  from income per share of $0.01 in the first quarter of 2002 to
loss  per  share  of  $0.24  in  the  first  quarter  of  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Since  its  inception, the Company has historically financed its operations
and growth with cash flows from the sale of common stock, operations, short-term
borrowings  under  revolving  line  of credit arrangements and receivables-based
financing.

     The  Company's  cash  and  cash  equivalents were $0.3 million at March 31,
2003,  compared  to  $0.6  million  at December 31, 2002.  The Company's working
capital  deficit was $2.2 million at March 31, 2003 and $1.3 million at December
31,  2002.

     The  Company's  operating  activities provided cash of $0.2 million for the
three months ended March 31, 2003, compared to cash provided of $0.3 million for
the  same  period in 2002.  The decrease in cash provided by operations resulted
primarily  from  operating  losses  offset partially by  an increase in accounts
receivable.

     Investing  activities  required $12,000 in the three months ended March 31,
2003  for  equipment  purchases,  compared  to no cash requirement for the first
quarter  in  2002.   The  Company anticipates the need to lease or acquire small
amounts  of  computer  equipment  throughout  2003.

     Financing  activities used cash of $0.5 million  for the three months ended
March  31,  2003  to  pay  down its line of credit compared to cash used of $0.4
million  to  pay  down  its  line of credit for the three months ended March 31,
2002.

     The  Company  has  a  revolving  line of credit from a foreign bank with  a
maximum  line  of  credit  of  approximately  $1.2  million  based  on  eligible
foreign  accounts  receivable.  At  March  31,  2003,  the  Company had borrowed
$0.8  million  against  this  line.

     The  Company  has an agreement with a bank, which provides for financing of
eligible  U.S.  accounts  receivable  under  a purchase and sale agreement.  The
maximum  funds  available  under  this  agreement is $2.5 million.  At March 31,
2003, the Company had sold $0.4 million  receivables pursuant to this agreement.

     Significant  losses  were  incurred for fiscal years 1999 through 2002. The
Company  incurred  significant  losses  in the quarter ending March 31, 2003 and
revenue  expectations  in  the  second  quarter  of  2003  have  been  short  of
expectations  due  to  a  large  project  cancellation  following  the sale of a
customer'  business and the continued difficult technology market.   The Company
is  in  negotiations  to merge with another company.  In the event the merger is
not  completed,  another source of financing will be required for the Company to
continue  its  operations.  Current  financing  is not adequate to continue as a
going concern.  Continued losses and the uncertainty of the Company's ability to
raise  additional capital raise substantial doubt about the Company's ability to
continue  as  a  going  concern.

     To the extent the merger is not completed, the cash generated from the line
of  credit,  receivables  based  financing,  and  continued  operations  are
insufficient  to  meet  the Company's current working capital needs, the Company
will  have  to  raise  additional  capital.  No  assurance  can  be  given  that
additional  funding  will  be  available  or,  if  available,  will  be on terms
acceptable  to  the Company.  Uncertainty regarding the amount and timing of any
proceeds from the Company's plans to raise additional capital raises substantial
doubt  about  the  Company's  ability  to  continue  as  a  going  concern.  The
accompanying  consolidated  financial  statements do not include any adjustments


                                       13
<PAGE>
relating  to  the recoverability and classification of asset carrying amounts or
the  amount and classification of liabilities that might be necessary should the
Company  be  unable  to  continue  as  a  going  concern.

     During the second quarter of 2003 the Company has not been able to maintain
compliance with its Europe based financing agreement on a consistent basis.   At
May  16,  2003 the Company had borrowed $785,000 against the credit facility and
had  $1,150,000  in  collateralized  receivables.  The  agreement  requires
collateralization  of  200%  of  receivables  or  $1,570,000.  The  Company  is
requesting  a  waiver  until  the  merger  can  be  completed.  There  can be no
assurance  that  the  Company  will  be  able  to  obtain a waiver or additional
financing  on  acceptable  terms,  if  at  all.

     At  May  16,  2003  the  Company  had  sold  $0.4  million  U.  S. accounts
receivables  under  a  receivable  based  financing  agreement  representing all
eligible  U.  S.  accounts  receivable.

FORWARD-LOOKING  STATEMENTS

     This Quarterly Report on Form 10-Q contains certain statements that are not
historical  facts which constitute forward-looking statements within the meaning
of  the  Private Securities Legislation Reform Act of 1995 which provides a safe
harbor  for  forward-looking  statements.  These  forward-looking statements are
subject  to  substantial  risks and uncertainties that could cause the Company's
actual  results,  performance  or  achievements  to differ materially from those
expressed  or  implied  by  these forward-looking statements.  When used in this
Report,  the  words "anticipate," "believe," "expect" and similar expressions as
they  relate  to  the  Company  or  its management are intended to identify such
forward-looking  statements.  Actual  future  results  and  trends  may  differ
materially from historical results as a result of certain factors, including but
not  limited  to:  dependence  on  SAP  AG  and  the  ERP software market, risks
associated  with  management  of  a  geographically  dispersed  organization,
fluctuating  quarterly  results,  the  need  to  attract and retain professional
employees,  substantial  competition,  dependence  on  key  personnel,  risks
associated  with  management  of  growth,  rapid  technological  change, limited
protection of proprietary expertise, methodologies and software, and other risks
and  uncertainties  detailed from time to time in the Company's filings with the
SEC.  The  Company  is  under  no  duty  to  update  any  of the forward-looking
statements  after  the  date of this filing to conform such statements to actual
results.

ITEM 3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The Company from time to time holds short-term investments which consist of
variable  rate  municipal  debt  instruments.  The  Company  uses  a sensitivity
analysis  technique  to  evaluate the hypothetical effect that changes in market
interest  rates  may  have  on  the fair value of the Company's investments.  At
March  31,  2003,  the  Company  did  not  hold  any  short-term  investments.

     Currency  exchange  rate fluctuations between the U.S. dollar and the Euro,
British pound, Canadian dollar, Singapore dollar, and the Australian dollar have
an  impact  on  revenue  and expenses of the Company's international operations.
Dramatic  fluctuations could have a negative affect upon the Company's financial
condition.

ITEM 4.  CONTROLS  AND  PROCEDURES

     (a)  Evaluation  of  disclosure controls and procedures - The Corporation's
Principal  Executive  Officer  and Principal Financial Officer have reviewed and
evaluated  the  effectiveness  of  the  Corporation's  disclosure  controls  and
procedures [as defined in Rules 240.13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934 (the "Exchange Act)] as of a date within ninety days before
the  filing  date  of  this  quarterly  report.  Based  on  that evaluation, the
Principal  Executive  Officer and the Principal Financial Officer have concluded
that  the  Corporation's  disclosure  controls  and  procedures  are  effective,
providing them with material information relating to the Corporation as required
to  be  disclosed  in  the  reports  the  Corporation files or submits under the
Exchange  Act  on  a  timely  basis.


                                       14
<PAGE>
     (b)  Changes  in  internal  controls - There were no significant changes in
the Corporation's internal controls or in other factors that could significantly
affect  the  Corporation's  disclosure controls and procedures subsequent to the
date  of  their  evaluation,  nor  were  there  any  significant deficiencies or
material  weaknesses  in  the  Corporation's  internal  controls.


                            DA CONSULTING GROUP, INC.

                            PART II-OTHER INFORMATION


ITEM 3.  DEFAULTS  UPON  SENIOR  SECURITIES

     (a)  During  the  second  quarter  of 2003 the Company has not been able to
          maintain  compliance  with  its  Europe-based financing agreement on a
          consistent  basis.  At  May 16, 2003 the Company had borrowed $785,000
          against  the  credit  facility  and  had  $1,150,000 in collateralized
          receivables.  The agreement requires collateralized receivables in the
          amount  of  $1,570,000.  The  Company  is  requesting  a  waiver.

ITEM 6.   EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  The  following  exhibits  are  included  in  this  form  10-Q:

          99.1  Certification  pursuant  to  18  U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Virginia
          L.  Pierpont,  President  and  Chief  Executive  Officer

          99.2  Certification  pursuant  to  18  U.S.C. Section 1350, as adopted
          pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002, of Dennis
          C.  Fairchild,  Chief  Financial  Officer

     (b)  Reports  on  Form  8-K

          On  May 16, 2003 DA Consulting Group, Inc. (DACG) announced that it is
          involved  in  negotiations with another company regarding the possible
          sale  of  DACG.  DACG's  working  capital  position has been adversely
          affected  by  the  current  business  environment.


                                       15
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  Report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                      DA CONSULTING GROUP, INC.
                                      (Registrant)

Date:  May 20, 2003                   By:       /s/ Virginia L. Pierpont
                                         ---------------------------------------
                                                   Virginia L. Pierpont
                                           President and Chief Executive Officer
                                              (Principal Executive Officer)

Date:  May 20, 2003                   By:      /s/ Dennis C. Fairchild
                                         ---------------------------------------
                                                  Dennis C. Fairchild
                                         Chief Financial Officer, Executive Vice
                                            President, Secretary and Treasurer
                                           (Principal Financial and Accounting
                                                        Officer)


                                       16
<PAGE>
          CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Virginia  L. Pierpont, Chief Executive Officer of DA Consulting Group, Inc.,
certify  that:

1.     I  have  reviewed  this  quarterly  report  on Form 10-Q of DA Consulting
Group,  Inc.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

     a)     designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

     b)     evaluated  the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

     c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

     a)     all  significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     b)     any  fraud,  whether  or  not  material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

6.     The  registrant's  other  certifying officer and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


Date:  May 20, 2003                          /s/  Virginia L. Pierpont
                                             ---------------------------
                                             Virginia L. Pierpont
                                             Chief Executive Officer


                                       17
<PAGE>
          CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Dennis  C.  Fairchild, Chief Financial Officer of DA Consulting Group, Inc.,
certify  that:

1.     I  have  reviewed  this  quarterly  report  on Form 10-Q of DA Consulting
Group,  Inc.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

     a)     designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

     b)     evaluated  the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

     c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

     a)     all  significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     b)     any  fraud,  whether  or  not  material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

6.     The  registrant's  other  certifying officer and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


Date:  May 20, 2003                       /s/ Dennis C. Fairchild
                                          -----------------------------
                                              Dennis C. Fairchild
                                              Chief Financial Officer


                                       18
<PAGE>