================================================================================

                       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 June 30, 2002.

                                       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
                              HOUSTON, TEXAS  77057
                    (Address of principal executive offices)

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


     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 [ ]

  NUMBER OF SHARES OUTSTANDING OF COMMON STOCK AS OF August 9, 2002,  8,418,604
================================================================================


                                        1
<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 June 30, 2002 (unaudited)
               and December 31, 2001 (audited). . . . . . . . . . . . . . . . . . . .         3
          Condensed Consolidated Statements of Operations for the Three Months ended
               June 30, 2002 and 2001 (unaudited) . . . . . . . . . . . . . . . . . .         4
          Condensed Consolidated Statements of Operations for the Six Months ended
               June 30, 2002 and 2001 (unaudited) . . . . . . . . . . . . . . . . . .         4
          Condensed Consolidated Statements of Cash Flows for the Six Months ended
               June 30, 2002 and 2001 (unaudited) . . . . . . . . . . . . . . . . . .         5
          Notes to Unaudited Condensed Consolidated Financial Statements. . . . . . .         6

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . .        10

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


                                             PART II

                                        OTHER INFORMATION


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

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        14
</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 amounts)


                                                                            JUNE 30,     DECEMBER 31,
                                                                              2002           2001
                                       ASSETS                             (Unaudited)     (Audited)
                                       ------                             ------------  --------------
<S>                                                                       <C>           <C>
Current Assets:
 Cash and cash equivalents                                                $       677   $         373
 Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . .        2,776           4,053
 Unbilled revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . .          275              38
 Deferred tax asset. . . . . . . . . . . . . . . . . . . . . . . . . . .          673             629
 Prepaid expenses and other current assets . . . . . . . . . . . . . . .          412             352
                                                                          ------------  --------------
    Total current assets . . . . . . . . . . . . . . . . . . . . . . . .        4,813           5,445
                                                                          ------------  --------------
Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . .        4,283           5,394
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          212             177
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . .        6,027           5,990
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . .          206             206
                                                                          ------------  --------------
          Total assets . . . . . . . . . . . . . . . . . . . . . . . . .  $    15,541   $      17,212
                                                                          ============  ==============

                         LIABILITIES AND SHAREHOLDERS' EQUITY
                         ------------------------------------
Current Liabilities:
  Revolving line of credit . . . . . . . . . . . . . . . . . . . . . . .  $       753   $       1,077
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,490           1,759
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,895           3,272
                                                                          ------------  --------------
     Total current liabilities . . . . . . . . . . . . . . . . . . . . .        5,138           6,108
                                                                          ------------  --------------
Lease abandonment liabilities. . . . . . . . . . . . . . . . . . . . . .          572             801
                                                                          ------------  --------------
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. . . . . . . . . . . . . . . . . . . . . . . . . .      (21,444)        (20,782)
  Accumulated other comprehensive loss . . . . . . . . . . . . . . . . .       (1,327)         (1,517)
  Treasury stock, 153,173 shares at cost . . . . . . . . . . . . . . . .       (1,522)         (1,522)
                                                                          ------------  --------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . .        9,831          10,303
                                                                          ------------  --------------
          Total liabilities and shareholders' equity . . . . . . . . . .  $    15,541   $      17,212
                                                                          ============  ==============
<FN>

The  accompanying  notes  are  an  integral  part  of the condensed consolidated financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                            DA CONSULTING GROUP, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                     THREE MONTHS ENDED   SIX MONTHS ENDED
                                          JUNE 30,            JUNE 30,
                                       2002      2001      2002      2001
                                      -------  --------  --------  --------
<S>                                   <C>      <C>       <C>       <C>
Revenue. . . . . . . . . . . . . . .  $5,419   $ 7,607   $12,317   $16,143
Cost of revenue. . . . . . . . . . .   3,405     4,572     7,180     9,565
                                      -------  --------  --------  --------

     Gross profit. . . . . . . . . .   2,014     3,035     5,137     6,578

Selling and marketing expense. . . .     606       987     1,184     2,045
Development expense. . . . . . . . .      36       174        81       632
General and administrative expense .   2,305     2,999     4,426     6,522
                                      -------  --------  --------  --------

     Operating loss. . . . . . . . .    (933)   (1,125)     (554)   (2,621)
                                      -------  --------  --------  --------
Interest income (expense), net . . .      (5)        8       (10)        2
Other expense, net . . . . . . . . .      (2)      (47)      (55)      (41)
                                      -------  --------  --------  --------

     Total other expense, net. . . .      (7)      (39)      (65)      (39)
                                      -------  --------  --------  --------
     Loss before taxes . . . . . . .    (940)   (1,164)     (619)   (2,660)
Provision (benefit) for income taxes    (192)    3,185        43     2,637
                                      -------  --------  --------  --------

     Net loss. . . . . . . . . . . .  $ (748)  $(4,349)  $  (662)  $(5,297)
                                      =======  ========  ========  ========

Basic loss per share . . . . . . . .  $(0.09)  $ (0.52)  $ (0.08)  $ (0.63)
Weighted average shares outstanding.   8,419     8,419     8,419     8,419

Diluted loss per share . . . . . . .  $(0.09)  $ (0.52)  $ (0.08)  $ (0.63)
Weighted average shares outstanding.   8,419     8,419     8,419     8,419
<FN>

     The accompanying notes are an integral part of the condensed consolidated
                              financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                      DA CONSULTING GROUP, INC.

                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (In thousands)
                                             (Unaudited)

                                                                                    SIX MONTHS ENDED
                                                                                        JUNE 30,
                                                                                     2002      2001
                                                                                   --------  --------
<S>                                                                                <C>       <C>
Cash flows from operating activities:
     Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  (662)  $(5,297)
                                                                                   --------  --------
     Adjustments to reconcile net loss to net cash provided by (used in)
          operating activities:
          Loss on disposal of fixed assets. . . . . . . . . . . . . . . . . . . .       25         6
          Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .    1,114     1,232
          Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . .       43     2,807
               Changes in operating assets and liabilities:
               Accounts receivable and unbilled revenue . . . . . . . . . . . . .    1,040     1,597
               Prepaid expenses and other current assets. . . . . . . . . . . . .      (60)      (45)
               Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .      (35)       57
               Accounts payable and accrued expenses. . . . . . . . . . . . . . .   (1,043)   (1,436)
                                                                                   --------  --------

                    Total adjustments . . . . . . . . . . . . . . . . . . . . . .    1,084     4,218
                                                                                   --------  --------

                    Net cash provided by (used in) operating activities . . . . .      422    (1,079)
                                                                                   --------  --------

Cash flows from investing activities:
     Proceeds from sale of property and equipment . . . . . . . . . . . . . . . .       20        56
     Purchases of property and equipment. . . . . . . . . . . . . . . . . . . . .       (4)      (35)
                                                                                   --------  --------

                    Net cash provided by investing activities . . . . . . . . . .       16        21
                                                                                   --------  --------
Cash flows from financing activities:
     (Repayment) proceeds from revolving line of credit . . . . . . . . . . . . .     (324)      862
                                                                                   --------  --------

                    Net cash provided by (used in) financing activities . . . . .     (324)      862
                                                                                   --------  --------

Effect of changes in foreign currency exchange rate on cash and cash equivalents.      190      (215)
                                                                                   --------  --------

                   Increase (decrease) in cash and cash equivalents . . . . . . .      304      (411)

Cash and cash equivalents at beginning of period. . . . . . . . . . . . . . . . .      373       949
                                                                                   --------  --------

Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . . . .  $   677   $   538
                                                                                   ========  ========
</TABLE>


                                        5
<PAGE>
                            DA CONSULTING GROUP, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)  ORGANIZATION  AND  BUSINESS

     DA Consulting Group, Inc. ("DACG(TM)" together with its subsidiaries or the
"Company")  is  a  leading  international  provider  of  employee  education and
software  solutions  to  companies investing in business information technology.
Through  its  offices  in seven 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 condensed
consolidated  financial  statements include the accounts of DA Consulting Group,
Inc. and all majority-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, 2001, 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. 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 June 30, 2002 and the six months
ended  June 30, 2002 are not necessarily indicative of the results which will be
realized  for  the  year  ending  December  31,  2002.

     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  2001,  the  Financial  Accounting  Standard  Board finalized FASB
Statement  No.  141,  Business Combinations (SFAS 141), and No. 142 Goodwill and
Other  Intangible Assets (SFAS 142).   SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting  for  business  combinations initiated after June 30, 2001.  SFAS 141
also  requires us to recognize acquired intangible assets apart from goodwill if
the  acquired  intangible asset meets certain criteria.  SFAS 141 applies to all
business  combinations  initiated  after June 30, 2001 and for purchase business
combinations  completed  on  or  after  July  1,  2001.  It  also requires, upon
adoption  of  SFAS  142,  that  we reclassify the carrying amounts of intangible
assets  and  goodwill  based  upon  the  criteria  of  SFAS  141.

     SFAS 142 requires, among other things, that we no longer amortize goodwill,
but  instead  test goodwill for impairment at least annually.  In addition, SFAS
142  requires  us  to  identify  reporting  units  for the purposes of assessing
potential  future  impairments  of  goodwill, reassess the useful lives of other
existing  recognized  intangible  assets  and  cease  amortization of intangible
assets  with an indefinite useful life.  An intangible with an indefinite useful
life  should  be  tested  for impairment in accordance with the guidance in SFAS
142.  SFAS  142  is  required  to  be  applied  in  fiscal years beginning after
December 15, 2001 to all goodwill and other intangible assets recognized at that
date,  regardless  of  when  those  assets  were initially recognized.  SFAS 142
requires  us to complete a transitional goodwill impairment test six months from
the date of adoption and to reassess the useful lives of other intangible assets
within  the first interim quarter after adoption of SFAS 142 which we have done.
The  adoption  of  SFAS  141  and SFAS 142 have not had a material impact on our
financial  position  and  results  of  operations.


                                        6
<PAGE>
     The  Company  has  approximately  $0.2  million of goodwill included in its
balance sheet at June 30, 2002. Goodwill amortization for the for the year ended
December  31,  2001,  was  $19,000.  Implementation  of  SFAS 142 by the Company
resulted  in  the  elimination  of  amortization of goodwill for the current and
future  fiscal  years.

     In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
Accounting for Asset Retirement Obligations, SFAS No. 143, which amends SFAS No.
19,  Financial  Accounting  and Reporting by Oil and Gas Producing Companies, is
applicable  to  all companies. SFAS No. 143, which is effective for fiscal years
beginning  after June 15, 2002, addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs. It applies to legal obligations associated
with  the  retirement  of  long-lived  assets  that result from the acquisition,
construction,  development  and/or  the  normal operation of a long-lived asset,
except  for  certain  obligations  of  lessees. As used in SFAS No. 143, a legal
obligation is an obligation that a party is required to settle as a result of an
existing  or  enacted law, statute, ordinance, or written or oral contract or by
legal  construction  of  a  contract  under the doctrine of promissory estoppel.
While  we  are  not  yet  required  to adopt SFAS No. 143, we do not believe the
adoption  will  have  a material effect on our financial condition or results of
operations.

      In  August 2001, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No.  144 "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets"  ("SFAS  144").  SFAS  144 addresses financial
accounting  and  reporting  for the impairment or disposal of long-lived assets.
SFAS  144  supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets  and  for  Long-Lived  Assets  to be Disposed Of," and the accounting and
reporting  provisions  of  APB  Opinion  No.  30,  "Reporting  the  Results  of
Operations--Reporting  the  Effects  of Disposal of a Segment of a Business, and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions," for
the  disposal  of  a business segment. SFAS 144 also eliminates the exception to
consolidation for a subsidiary for which control is likely to be temporary.  The
provisions  of SFAS 144 are effective for financial statements issued for fiscal
years beginning after December 15, 2001, and interim periods within those fiscal
years.  The provisions of SFAS 144 generally are to be applied prospectively. It
is  anticipated  that  the financial impact of SFAS 144 will not have a material
effect  on  the  Company.

      April  2002, the Financial Accounting Standards Board issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.
13, and Technical Corrections. This statement eliminates the current requirement
that gains and losses on debt extinguishment must be classified as extraordinary
items in the income statement. Instead, such gains and losses will be classified
as  extraordinary items only if they are deemed to be unusual and infrequent, in
accordance  with  the current GAAP criteria for extraordinary classification. In
addition,  SFAS 145 eliminates an inconsistency in lease accounting by requiring
that  modifications  of  capital  leases  that  result  in  reclassification  as
operating  leases  be  accounted  for  consistent with sale-leaseback accounting
rules.  The  statement  also  contains  other  nonsubstantive  corrections  to
authoritative  accounting literature. The changes related to debt extinguishment
will be effective for fiscal years beginning after May 15, 2002, and the changes
related  to  lease accounting will be effective for transactions occurring after
May  15,  2002.  Adoption of this standard will not have any immediate effect on
the  Company  consolidated  financial  statements.  The  Company will apply this
guidance  prospectively.


          In  June  2002,  the  FASB  issued  SFAS No. 146, Accounting for Costs
Associated  with  Exit  or  Disposal  Activities, which addresses accounting for
restructuring  and  similar  costs.  SFAS No. 146 supersedes previous accounting
guidance,  principally  Emerging  Issues  Task Force (EITF) Issue No. 94-3.  The
Company  will  adopt the provisions of SFAS No. 146 for restructuring activities
initiated  after December 31, 2002. SFAS No. 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 companys commitment to an exit plan. SFAS No. 146
also establishes that the liability should initially be measured and recorded at
fair  value.  Accordingly,  SFAS  No.  146  may affect the timing of recognizing
future  restructuring  costs  as  well  as  the  amount  recognized.


(3)   MANAGEMENT'S  RESTRUCTURING  AND  LIQUIDITY


                                        7
<PAGE>
     During  the  second  quarter  of  2000, management began to restructure the
global  operations of the Company.  As part of the plan, management was required
to  downsize  the  Company  based  upon  current  and future projected operating
results.  Some  of  the  restructuring  initiatives  taken by management were as
follows:

     -    Reduction  in  the  number  of  consultants
     -    Reduction  of  administrative  personnel
     -    Reduction  in  office  space
     -    Various  other  cost  cutting  measures

     Management  completed  the  restructuring  of  the Company during the third
quarter of 2001 and achieved overall profitability in the fourth quarter of 2001
and  first quarter of 2002. The Company recorded a loss in the second quarter of
2002  due  to a decline in revenue and losses related to leases. There can be no
assurance  that  profitability  will  be  achieved  in  the  future.

     The  Company  believes its current cash balances, revolving line of credit,
receivable-based  financing  and  cash  provided  by  future  operations will be
sufficient  to  meet the Company's working capital and cash need for the next 12
months.  However, there can be no assurance that such sources will be sufficient
to  meet  these  future expenses and the Company's future needs. The Company may
seek  additional  financing through a private or public placement of equity. The
Company's  need  for  additional  financing will be principally dependent on the
degree  of  market  demand for the Company's services. There can be no assurance
that  the  Company  will  be  able  to  obtain  any such additional financing on
acceptable  terms,  if  at  all.

(4)  INCOME  TAXES

     At  June  30,  2002,  the  Company  had $6.7 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'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 NOL
carryforwards.  The  Company  has  recorded  a  $4.3 million valuation allowance
against  deferred  tax assets.  The Company believes it will generate sufficient
taxable  income to realize the remaining  deferred tax assets. The Company could
be  required  to  record  a  valuation  allowance  for  a  portion or all of its
remaining  deferred  tax  asset  if  market  conditions  deteriorate  and future
earnings  are  below,  or  projected  to  be  below,  its  current estimates and
management believes it is more likely than not the deferred tax assets will fail
to  be  realized.

(5)  DEBT

Revolving  Line  of  Credit

     The  Company  has  a  credit facility from a foreign bank with an available
line  of  approximately  $1.1  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  June  30,  2002,  the


                                        8
<PAGE>
Company had used $0.8 million of the credit facility.  The interest rate on this
line  of  credit  was  6.0%  at  June 30, 2002.  The line of credit is available
through  March  2003,  however,  the  line  of  credit  is  due  upon  demand.

Accounts  Receivable  Financing

     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 $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  a  U.S.  account
receivable.  At  June  30,  2002,  the  Company  had sold no accounts receivable
pursuant  to  this  agreement.

(6)  RESTRUCTURING  CHARGE

     During the three month period ended March 31, 2000, the Company implemented
a  plan  to  address the dramatic decline in training and documentation activity
for  enterprise  resource  planning  implementations.  The  plan  consisted  of
regional  base  consolidations  and  downsizing  of  billable  and  non-billable
personnel.  Charges  included  the  costs  of  involuntary  employee termination
benefits,  write-down  of  certain  property  and  equipment  and  reserves  for
leasehold  abandonment.

     The  reduction  in  workforce  consisted  of 60 billable consultants and 44
non-billable  administrative  personnel.  Substantially  all  of  the  employee
terminations  were  completed  during  the first quarter. The Company recognized
approximately  $1.5  million  expense  attributable  to  involuntary  employee
termination  benefits  during  the  first  quarter,  of which approximately $1.2
million  had  been  paid  at  December  31, 2000.  The remaining $0.3 million in
termination  pay  was  paid  during  2001.

     During  the  three  months  ended  March  31,  2000  the  Company  reserved
approximately  $0.9  million  related  to  the  abandonment  of  leases  and
approximately  $1.0  million related to the writedown of leasehold improvements,
furniture  and  equipment  held  by  its  Americas division.   During the fourth
quarter of 2000 due to weakening in the real estate market, the Company recorded
an  additional  $1.3  million reserve for lease abandonment resulting in a total
annual  charge  of  $2.2  million.

     During  the  three  months  ended June 30, 2001 the Company recorded a $0.8
million  charge  for  the  abandonment  of  additional  leases.  The  charge was
included  in  general  and administrative costs.  During the first six months of
2002  the Company recorded losses on subleases of $0.2 million which is included
in  general  and  administrative expense.  Payments for unutilized leased office
space  totaling  $2.2 million were charged against the reserve during 2000, 2001
and  the  first  six months ending June 30, 2002.  At June 30, 2002, the Company
has  a  remaining  accrual of $1.0  million of which $0.6 million is included in
long-term  liabilities.

(7)  COMPREHENSIVE  LOSS

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


                                  THREE MONTHS ENDED  SIX MONTHS ENDED
                                       JUNE 30           JUNE 30
                                   ----------------  ----------------
                                    2002     2001     2002     2001
                                   ------  --------  ------  --------
Net loss. . . . . . . . . . . . .  $(748)  $(4,349)  $(662)  $(5,297)
Other comprehensive income (loss)    178       116     190      (215)
                                   ------  --------  ------  --------
Comprehensive loss. . . . . . . .  $(570)  $(4,233)  $(472)  $(5,512)
                                   ======  ========  ======  ========


                                        9
<PAGE>
(8)  LOSS  PER  SHARE

     Basic loss per share has been computed based on the weighted average number
of  common  shares  outstanding  during  the applicable period. Diluted loss 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.  Dilutive shares are excluded from
the  calculation  below  because  the  inclusion  would  be  antidilutive.

     The  following table summarizes the Company's computation of loss per share
for  the  periods  ended  June 30, 2002 and 2001 (in thousands, except per share
amounts):

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED  SIX MONTHS ENDED
                                                                  JUNE 30,          JUNE 30,
                                                             -----------------  -----------------
                                                              2002      2001     2002      2001
                                                             -------  --------  -------  --------
<S>                                                          <C>      <C>       <C>      <C>
Basic loss per share. . . . . . . . . . . . . . . . . . . .  $(0.09)  $ (0.52)  $(0.08)  $ (0.63)
                                                             -------  --------  -------  --------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . .  $ (748)  $(4,349)  $ (662)  $(5,297)
                                                             =======  ========  =======  ========

Weighted average shares outstanding . . . . . . . . . . . .   8,419     8,419    8,419     8,419
Computation of diluted earnings per share:
     Common shares issuable under outstanding stock options       -         -        -         -
     Less shares assumed repurchased with proceeds from
     exercise of stock options. . . . . . . . . . . . . . .       -         -        -         -
                                                             -------  --------  -------  --------
     Adjusted weighted average shares outstanding . . . . .   8,419     8,419    8,419     8,419
                                                             =======  ========  =======  ========
Diluted loss per share. . . . . . . . . . . . . . . . . . .  $(0.09)  $ (0.52)  $(0.08)  $ (0.63)
                                                             =======  ========  =======  ========
</TABLE>

     Approximately  1,480,000  antidilutive  options and 3,000,000  antidilutive
warrants  were  excluded  from the calculation of diluted earnings per share for
the  periods  ending  in  2002. Approximately 1,329,000 antidilutive options and
3,000,000  antidilutive  warrants  were excluded from the calculation of diluted
earnings  per  share  for  the  periods  ending  in  2001.

(9)  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 JUNE 30, 2002
     Revenue. . . . . . . . . . .  $ 1,080   $      2,976   $       1,363   $ 5,419
     Operating loss . . . . . . .     (254)          (641)            (38)     (933)
THREE MONTHS ENDED JUNE 30, 2001
     Revenue. . . . . . . . . . .  $ 1,242   $      4,717   $       1,648   $ 7,607
     Operating income (loss). . .   (1,903)           584             194    (1,125)
SIX MONTHS ENDED JUNE 30, 2002
     Revenue. . . . . . . . . . .  $ 1,786   $      7,435   $       3,096   $12,317
     Operating income (loss). . .     (697)           (24)            167      (554)
      Total assets. . . . . . . .    6,675          5,774           3,092    15,541
SIX MONTHS ENDED JUNE 30, 2001
     Revenue. . . . . . . . . . .  $ 3,652   $      9,390   $       3,101   $16,143
     Operating income (loss). . .   (3,287)           621              45    (2,621)
      Total assets. . . . . . . .    7,220          8,286           3,278    18,784
</TABLE>


                                       10
<PAGE>
                            DA CONSULTING GROUP, INC.

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

OVERVIEW

     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  and  Asia  operations.

RESULTS  OF  OPERATIONS.

THREE  MONTHS  ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

     Revenue.   Revenue  decreased  by $2.2 million, or 28.8%, from $7.6 million
in  the  second  quarter of 2001 to $5.4  million in the second quarter of 2002,
reflecting  decreases in Europe, America and Asia.  Product sales decreased from
$0.3 million in 2001 to $0.2 million in 2002. Revenue from the Americas Division
decreased  by  13.0%  from  $1.2  million to $1.1 million; revenue from the EMEA
Division  decreased by 36.9% from $4.7 million to $3.0 million; and revenue from
the  Asia Pacific Division decreased by 17.3% from $1.6 million to $1.4 million.
The  Company  ended  the  second quarter with 233 total employees, down from 265
employees  at  the end of the same period of the prior year.  Billable employees
total  180  at  June 30, 2002 compared to 199 at June 30, 2001.  Revenue for the
second  quarter of 2002 was 21.4% less than revenue in the first quarter of 2002
due  to  project  delays  and  a weak market for complex computer software.  The
Company  expects  modest  improvement  in  the  upcoming  quarters.

     Gross  profit.  Gross profit decreased by $1.0 million, or 33.6%, from $3.0
million  in  the second quarter of 2001 to $2.0 million in the second quarter of
2002  and  decreased as a percent of revenue from 39.9% in the second quarter of
2001  to  37.2%  in  the first quarter of 2002. The decrease in the gross profit
margin  percentage  is primarily attributable to decreased staff utilization and
bill  rates  partially offset by improved recovery of travel costs and margin on
product  sales.

     Selling  and  marketing  expense.  Selling  and marketing expense decreased
$0.4  million  or 38.6%, from $1.0 million in the second quarter of 2001 to $0.6
million  in  the  second  quarter of 2002. The decrease is the result of reduced
personnel  from  29  in  the first quarter of 2001 to 22 in the first quarter of
2002  and  reduced  commissions.

     Development  expense.   Development  expense  decreased $138,000, or 79.3%,
from  $174,000 in the second quarter of 2001 to $36,000 in the second quarter of
2002.  Reductions  resulted  primarily from the reduction of personnel from 7 in
2001  to  2  in  2002.

     General  and  administrative  expense.  General  and administrative expense
decreased  by $0.7 million, or 23.1%, from $3.0 million in the second quarter of
2001  to  $2.3 million in the second quarter of 2002. The decrease in expense is
due  primarily  to  a  reduction  in  headcount  in  the  areas  of  finance,
administration  and  human  resources as a result of the cost containment plans.
General  and  administrative personnel total 30 at the end of the second quarter
of  2002  compared to 39 at the end of the second quarter of 2001.  Expenditures
for  facilities,  professional  fees  and  travel  also decreased.  Depreciation
expense included in general and administrative costs increased from $0.6 million
in  the  second  quarter  of 2001 to $0.7 million in the second quarter of 2002.
The  second  quarter  of  2002  included a $0.2 million increase for a change in
estimated  life.  Expenses  for the second quarter of 2002 included $0.2 million
for  reserves  against  leases.  Expenses  for  the  second quarter of 2001 were
reduced  by  $0.5  million related to incentive compensation and other employees
related  accruals  and  increased by charges establishing additional liabilities
for  idle  leased  facilities  of  $0.6  million.


                                       11
<PAGE>
     Operating  loss.  Operating  loss  decreased by $0.2 million from a loss of
$1.1  million in the second quarter of 2001 to an operating loss of $0.9 million
in  the  second  quarter of 2002.   The decreased operating loss resulted from a
decline  in  operating  expenses  in  excess  of  the  decline  in revenue.  The
operating  loss  increased  compared  to  a $0.4 million operating profit in the
first  quarter  of  2002.

     Provision (benefit) for income taxes.  The Company's effective tax rate was
20.4%  in the second quarter of 2002 compared to 273.6% in the second quarter of
2001.  The  tax  rate  related to the pre tax loss in the second quarter of 2002
was  decreased  due to the Company's decision not to record further tax benefits
from  losses  in  America beginning in the second quarter of 2001. The effect of
not  recording  tax  benefits in America decreased the benefit for income tax by
approximately $0.1 million.  Tax expense is recorded on taxable income of Europe
and  Asia at approximately 30%.   The tax rate in the second quarter of 2001 was
due  to  the  Company's  decision  to stop recording tax benefits related to tax
losses  in  America  and  to provide a valuation allowance against the tax loss.

     At  June  30,  2002,  the  Company  had $6.7 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'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 NOL
carryforwards.  The  Company  has  recorded  a  $4.3 million valuation allowance
against  deferred  tax assets.  The Company believes it will generate sufficient
taxable  income to realize the remaining  deferred tax assets. The Company could
be  required  to  record  a  valuation  allowance  for  a  portion or all of its
remaining  deferred  tax  asset  if  market  conditions  deteriorate  and future
earnings  are  below,  or  are  projected to be below, its current estimates and
management believes it is more likely than not the deferred tax assets will fail
to  be  realized.

     Net  loss.  The  Company's  net loss  decreased by $3.6 million from a $4.3
million  loss in the second quarter of 2001 to a net loss of $0.7 million in the
second  quarter  of  2002  for reasons discussed above. Loss per share decreased
from  a loss of $0.52 in the second quarter of 2001 to a loss per share of $0.09
in  the  second  quarter  of  2002.

SIX  MONTHS  ENDED  JUNE  30,  2002  COMPARED  TO SIX MONTHS ENDED JUNE 30, 2001

     Revenue.   Revenue  decreased by $3.8 million, or 23.7%, from $16.1 million
for  the  six  months  ended  June 30, 2001 to $12.3  million for the six months
ended  June  30,  2002,  reflecting  decreases  primarily in Europe and America.
Product  sales  increased  from  $0.7  million  in 2001 to $0.8 million in 2002.
Revenue  from the Americas Division decreased by 51.1% from $3.7 million to $1.8
million;  revenue from the EMEA Division decreased by 20.8% from $9.4 million to
$7.4  million; and revenue from the Asia Pacific Division remained consistent at
$3.1  million  for both six-month periods. The Company ended the six months with
233  total  employees,  down from 265 employees at the end of the same period of
the  prior  year.  Billable  headcount  has  decreased  to  180 at June 30, 2002
compared  to  199  at  June  30,  2001.

     Gross  profit.  Gross profit decreased by $1.5 million, or 21.9%, from $6.6
million  for  the  six  months  ended  June 30, 2001 to $5.1 million for the six
months  ended  June 30, 2002 and increased as a percent of revenue from 40.7% in
2001  to  41.7%  in  2002. The increase in the gross profit margin percentage is
primarily attributable to modest increases in  staff utilization, bill rates and
improved  recovery  of  travel  costs offset partially by a decline in margin on
product  sales.

     Selling  and  marketing  expense.  Selling  and marketing expense decreased
$0.8  million or 42.1%, from $2.0 million for the six months ended June 30, 2001
to  $1.2  million  for  the  same  period of 2002. The decrease is the result of
reduced  personnel from 22 at June 30, 2001 to 20 at June 30, 2002 and a reduced
expenditure  for  outside  marketing  professional fees and reduced commissions.

     Development  expense.   Development  expense  decreased $551,000, or 87.2%,
from  $632,000  for  the  six months ended June 30, 2001 to $81,000 for the same
period  of  2002.  Reductions resulted primarily from the reduction of personnel
from  7  in  2001 to 2 in 2002 and reduced spending on development of a learning
management  system  was  completed  in  2001.


                                       12
<PAGE>
     General  and  administrative  expense.  General  and administrative expense
decreased  by $2.1 million, or 32.1%, from $6.5 million for the six months ended
June  30,  2001  to  $4.4  million  for the same period in 2002. The decrease in
expense  is  due  primarily to a reduction in headcount in the areas of finance,
administration  and  human  resources as a result of the cost containment plans.
General  and  administrative  personnel  total 30 at the end of six months ended
June 30, 2002 compared to 39 at the end of the same period of 2001. Expenditures
for  facilities,  professional  fees  and  travel  also  decreased. Depreciation
expense included in general and administrative costs decreased from $1.2 million
in  the  six  months  ended June 30, 2001 to $1.1 million for the same period of
2002.  The  second quarter of 2002 included a $0.2 million increase for a change
in  estimated  life.  Expenses  for  the  first six months of 2002 included $0.2
million  for  reserves against leases. Expenses for the first six months of 2001
were  reduced  by  $0.5  million  related  to  incentive  compensation and other
employees  related  accruals  and  increased  by charges establishing additional
liabilities  for  idle  leased  facilities  of  $0.6  million.

     Operating  loss.  Operating  loss  decreased by $2.0 million from a loss of
$2.6 million for the six months ended June 30, 2001 to an operating loss of $0.6
million  for  the  same  period of 2002.   The decreased operating loss resulted
from  a  decline  in  operating  expenses  in  excess of the decline in revenue.

     Provision (benefit) for income taxes.  The Company's effective tax rate was
6.9%  for  the  six  months  ended  June 30, 2002 compared to 99.1% for the same
period of 2001.  The tax rate was increased due to the Company's decision not to
record  further  tax  benefits  from  losses  in America beginning in the second
quarter  of  2001.  Tax expense is recorded on taxable income of Europe and Asia
at  approximately  30%.  The  effect  of  not  recording tax benefits in America
decreased  the  benefit for income tax by approximately $0.3 million for the six
months  ended  June  30,  2002.

     At  June  30,  2002,  the  Company  had $6.7 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'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 NOL
carryforwards.  The  Company  has  recorded  a  $4.3 million valuation allowance
against  deferred  tax  assets. The Company believes it will generate sufficient
taxable  income  to realize the remaining deferred tax assets. The Company could
be  required  to  record  a  valuation  allowance  for  a  portion or all of its
remaining  deferred  tax  asset  if  market  conditions  deteriorate  and future
earnings  are  below,  or  are  projected to be below, its current estimates and
management believes it is more likely than not the deferred tax assets will fail
to  be  realized.

     Net  loss.  The  Company's  net  loss decreased by $4.6 million from a $5.3
million  loss  for  the  six  months  ended  June 30, 2001 to a net loss of $0.7
million  for the same period in 2002 for reasons discussed above. Loss per share
decreased  from a loss of $0.63 for the six months ended June 30, 2001 to a loss
per  share  of  $0.08  for  the  same  period  of  2002.

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 $0.7 million at June 30, 2002,
compared  to  $0.4  million at December 31, 2001.  The Company's working capital
deficit  was  $325,000  at  June  30,  2002  and  $663,000 at December 31, 2001.

     The  Company's  operating  activities provided cash of $0.4 million for the
six  months  ended June 30, 2002, compared to a $1.1 million use of cash for the
same  period  in  2001.  The  increase  in  cash provided by operations resulted
primarily  from  operating  profits,  the  related  deferred  tax  effects and a
decrease  in  accounts  receivable  offset  partially by  a decrease in accounts
payable.


                                       13
<PAGE>
     Investing  activities provided $16,000 in cash in the six months ended June
30, 2002, compared to cash provided of $21,000 for the six months in 2001 as the
company  liquidated  unneeded  and older equipment.  The Company anticipates the
need  to  lease  or acquire small amounts of computer equipment throughout 2002.

     Financing  activities  used  cash of $0.3 million  for the six months ended
June  30,  2002  to  pay  down  its line of credit compared to $0.9 million cash
provided  by using the line of credit during the six months ended June 30, 2001.

     The  Company  has  a  revolving  line  of credit from a foreign bank with a
maximum  line  of credit of approximately $1.1 million based on eligible foreign
accounts  receivable.  At  June 30, 2002, 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 $5.0 million.  At June  30,
2002,  the  Company  had  sold  no  receivables  pursuant  to  this  agreement.

     The Company believes its current cash balances, receivable-based financing,
revolving  line  of  credit  and  cash  provided  by  future  operations will be
sufficient to meet the Company's working capital and cash needs for at least the
next  12-month  period.  However, there can be no assurance that such sources of
funds  will  be  sufficient to meet these needs. The Company may seek additional
financing  through public or private placement of equity. The Company's need for
additional  financing  will  be  principally  dependent  on the degree of market
demand  for  the  Company's services. There can be no assurance that the Company
would  be  able  to  obtain additional financing on acceptable terms, if at all.

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, as well as
those  set  forth  in  the Risk Factors section  and Management's Discussion and
Analysis  section  in the Company's Annual Report on Form 10-K and other filings
with  the  Securities  and  Exchange  Commission.

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 June
30,  2002,  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.


                                       14
<PAGE>
                            DA CONSULTING GROUP, INC.

                            PART II-OTHER INFORMATION


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

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

          99.1 Certification  Pursuant  to  18  U.S.C  Section  1350, as Adopted
               Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of 2002.

          99.2 Certification  Pursuant  to  18  U.S.C  Section  1350, as Adopted
               Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of 2002.

     (b)  Reports  on  Form  8-K

          None

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)


Dated: August 9, 2002      By:           /s/ Virginia L. Pierpont
                               -------------------------------------------------
                                             Virginia L. Pierpont
                                     President and Chief Executive Officer


                           By:            /s/ Dennis C. Fairchild
                               -------------------------------------------------
                                              Dennis C. Fairchild
                                Chief Financial Officer, Secretary and Treasurer
                                  (Principal Financial and Accounting Officer)


                                       15
<PAGE>