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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 JUNE 30, 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                            (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 [X]  NO [ ]

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


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

                                                                        PAGE NO.
                                                                        --------
Item 1. Financial Statements
     Condensed Consolidated Balance Sheets at June 30, 2003
          (unaudited) and December 31, 2002 . . . . . . . . . . . . . . .   3
     Condensed Consolidated Statements of Operations for the
          Three Months ended June 30, 2003 and 2002 (unaudited) . . . . .   4
     Condensed Consolidated Statements of Operations for the
          Six Months ended June 30, 2003 and 2002 (unaudited) . . . . . .   4
     Condensed Consolidated Statements of Cash Flows for the
          Six Months ended June 30, 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 . . . . . . . . . . . . . . . . . . . .  10

Item 3. Quantitative and Qualitative Disclosures About Market Risk. . . .  15

Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . .  15


                                     PART II

                                OTHER INFORMATION

Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . .  15
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . .  16

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17


                                        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)


                                                                            JUNE 30,     DECEMBER 31,
                                                                              2003           2002
                                                                          ------------  --------------
<S>                                                                       <C>           <C>
                              ASSETS                                      (Unaudited)
                              ------
Current Assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $       240     $       576
  Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . .       2,219           3,615
  Unbilled revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . .          92              50
  Deferred tax asset. . . . . . . . . . . . . . . . . . . . . . . . . . .           -             160
  Prepaid expenses and other current assets                                       501             255
                                                                          ------------  --------------
     Total current assets . . . . . . . . . . . . . . . . . . . . . . . .       3,052           4,656
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . .       3,080           3,670
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         213             204
Deferred tax asset. . . . . . . . . . . . . . . . . . . . . . . . . . . .           -             840
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         206             206
                                                                          ------------  --------------
      Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . $     6,551   $       9,576
                                                                          ============  ==============

                 LIABILITIES AND SHAREHOLDERS' EQUITY
                 ------------------------------------
Current Liabilities:
   Revolving line of credit . . . . . . . . . . . . . . . . . . . . . . . $     1,396   $       1,335
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,564           1,268
   Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,201           3,319
                                                                          ------------  --------------
     Total current liabilities. . . . . . . . . . . . . . . . . . . . . .       6,161           5,922
                                                                          ------------  --------------
Lease abandonment liabilities . . . . . . . . . . . . . . . . . . . . . .         210             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 . . . . . . . . . . . . . . . . . . . . . . . . . .     (31,276)        (28,145)
  Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . .      (1,276)         (1,329)
  Treasury stock, 153,173 shares at cost. . . . . . . . . . . . . . . . .      (1,522)         (1,522)
                                                                          ------------  --------------
    Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . .          50           3,128
                                                                          ------------  --------------
     Total liabilities and shareholders' equity . . . . . . . . . . . . . $     6,551   $       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     SIX MONTHS ENDED
                                             JUNE 30,             JUNE 30,
                                          2003     2002        2003      2002
                                        --------  -------    --------  --------
<S>                                     <C>       <C>        <C>       <C>
Revenue . . . . . . . . . . . . . . . . $ 4,806   $5,419     $ 9,666   $12,317
Cost of revenue . . . . . . . . . . . .   3,439    3,405       6,799     7,180
                                        --------  -------    --------  --------

  Gross profit. . . . . . . . . . . . .   1,367    2,014       2,867     5,137

Selling and marketing expense . . . . .     604      606       1,234     1,184
Development expense . . . . . . . . . .      33       36          62        81
General and administrative expense. . .   1,818    2,305       3,548     4,426
                                        --------  -------    --------  --------

  Operating loss. . . . . . . . . . . .  (1,088)    (933)     (1,977)     (554)
                                        --------  -------    --------  --------
Interest expense, net . . . . . . . . .     (26)      (5)        (34)      (10)
Other expense, net. . . . . . . . . . .     (24)      (2)        (57)      (55)
                                        --------  -------    --------  --------

  Total other expense, net. . . . . . .     (50)      (7)        (91)      (65)
                                        --------  -------    --------  --------
  Loss before taxes . . . . . . . . . .  (1,138)    (940)     (2,068)     (619)
Provision (benefit) for income taxes. .       -     (192)      1,063        43
                                        --------  -------    --------  --------
  Net loss. . . . . . . . . . . . . . . $(1,138)  $ (748)    $(3,131)  $  (662)
                                        ========  =======    ========  ========

Basic loss per share. . . . . . . . . . $ (0.14)  $(0.09)    $ (0.37)  $ (0.08)
Weighted average shares outstanding . .   8,419    8,419       8,419     8,419

Diluted loss per share. . . . . . . . . $ (0.14)  $(0.09)    $ (0.37)  $ (0.08)
Weighted average shares outstanding . .   8,419    8,419       8,419     8,419
</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)
                                                                                   SIX MONTHS ENDED
                                                                                       JUNE 30,
                                                                                    2003      2002
                                                                                  --------  --------
<S>                                                                               <C>       <C>
Cash flows from operating activities:
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(3,131)  $  (662)
                                                                                  --------  --------
  Adjustments to reconcile net loss to net cash (used in) provided by
   operating activities:
    Loss on disposal of equipment. . . . . . . . . . . . . . . . . . . . . . . .       11        25
    Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . .      625     1,114
    Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,063        43
    Changes in operating assets and liabilities:
      Accounts receivable, net  and unbilled revenue . . . . . . . . . . . . . .    1,354     1,040
      Prepaid expenses and other current assets. . . . . . . . . . . . . . . . .     (246)      (60)
      Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (10)      (35)
      Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . .     (116)   (1,043)
                                                                                  --------  --------

          Total adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . .    2,681     1,084
                                                                                  --------  --------

          Net cash (used in) provided by operating activities. . . . . . . . . .     (450)      422
                                                                                  --------  --------

Cash flows provided by investing activities:
  Proceeds from sale of property and equipment . . . . . . . . . . . . . . . . .       16        20
   Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . .      (16)       (4)
                                                                                  --------  --------
          Net cash provided by investing activities. . . . . . . . . . . . . . .        -        16
                                                                                  --------  --------
Cash flows provided by (used in) financing activities:
   (Repayment) proceeds from revolving line of credit. . . . . . . . . . . . . .       61      (324)
                                                                                  --------  --------

Effect of changes in foreign currency exchange rate on cash and cash equivalents       53       190
                                                                                  --------  --------

          (Decrease) increase in cash and cash equivalents . . . . . . . . . . .     (336)      304
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . .      576       373
                                                                                  --------  --------
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . .  $   240   $   677
                                                                                  ========  ========
</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 " 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  condensed  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 six months ended June 30, 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 to the condensed consolidated financial
statements.

     In  April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative  Instruments  and


                                        6
<PAGE>
Hedging  Activities,  which  amends  and  clarifies  financial  accounting  and
reporting  for  derivative instruments, including certain derivative instruments
embedded  in  other  contracts (collectively referred to as derivatives) and for
hedging activities under SFAS No. 133, Accounting for Derivative Instruments and
Hedging  Activities.  This  statement is effective for contracts entered into or
modified after June 3, 2003, and for hedging relationships designated after June
30,  2003.  We  do  not  expect  that the adoption of this Statement will have a
material  impact  on  our  financial  position  or  results  of  operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments  with  Characteristics  of  both  Liabilities and Equity (SFAS 150).
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial  instruments  with characteristics of both liabilities and equity.  It
requires that an issuer classify a financial instrument that is within its scope
as  a  liability (or an asset in some circumstances).  Many of these instruments
were  previously classified as temporary equity.  SFAS 150 will be effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
shall  be effective at the beginning of the first interim period beginning after
June  15,  2003.  The adoption of this Statement will not have a material impact
on  our  financial  position  or  results  of  operations.

3)   LIQUIDITY,  GOING  CONCERN  AND  MANAGEMENTS  PLANS

     Significant  losses  were  incurred for fiscal years 1999 through 2002. The
Company  incurred significant losses in the first two quarters of 2003.  Revenue
in  the  second quarter of 2003 was short of expectations due to a large project
cancellation  following  the  sale  of  a  customer's business and the continued
difficult technology market.   The Company has reduced both facilities costs and
staff.  The  savings  will take effect in the third and fourth quarters of 2003.
The Company is discussing possible merger opportunities and equity transactions.
Continued  losses  and  the  uncertainty  of  the  Company's  ability  to obtain
additional  capital  raise  substantial  doubt  about  the  Company's ability to
continue  as  a  going  concern.

     To  the  extent a merger is not completed, the cash generated from the line
of  credit,  possible  equity  transactions,  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 obtain additional capital raises
substantial  doubt  about  the Company's ability to continue as a going concern.
The  accompanying condensed 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 was not able to maintain
compliance  with  its Europe-based financing agreement on a consistent basis. At
June  30,  2003  the Company had borrowed $1,396,000 against the credit facility
and  had  $1,544,000  in  collateralized  receivables.  The  agreement  required
collateralization  of  200%  of  receivables or $2,792,000. On July 11, 2003 the
Company  amended  its  European  credit  facility,  increasing  the line to $1.6
million (1 million pounds), secured by a mortgage deed against all assets of the
European  Division,  guaranteed  by the Company and the personal guaranty of the
CEO. This cured non-compliance and brought the Company back into compliance with
the  credit  facility.  The line expires on October 31, 2003 unless renewed. The
line  may  not  exceed 133% of eligible European receivables. At August 12, 2003
the  Company  had  borrowed  $1,302,000  against  the  credit  facility  and had
$1,311,000  in  collateralized  receivables.

     At  July  31,  2003  the  Company  had  sold  $0.2  million  U. S. accounts
receivables  under  a  receivable  based  financing  agreement  representing all
eligible  U.  S.  accounts  receivable.

(4)  INCOME  TAXES

     At  June  30, 2003 the Company had $12.0 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


                                        7
<PAGE>
operating  loss  carryforwards.  The  Company  has  recorded  a  $12.0  million
valuation  allowance  against  deferred  tax  assets resulting in a net carrying
value  of  zero.

(5)  DEBT

Revolving  Line  of  Credit

     During  the  second  quarter  of  2003 the Company was not able to maintain
compliance  with  its Europe-based financing agreement on a consistent basis. At
June  30,  2003  the Company had borrowed $1,396,000 against the credit facility
and  had  $1,544,000  in  collateralized  receivables.  The  agreement  required
collateralization  of  200%  of  receivables or $2,792,000. On July 11, 2003 the
Company  amended  its  European  credit  facility,  increasing  the line to $1.6
million (1 million pounds), secured by a mortgage deed against all assets of the
European  Division,  guaranteed  by the Company and the personal guaranty of the
CEO. This cured non-compliance and brought the Company back into compliance with
the  credit  facility.  The line expires on October 31, 2003 unless renewed. The
line  may  not  exceed 133% of eligible European receivables. At August 12, 2003
the  Company  had  borrowed  $1,302,000  against  the  credit  facility  and had
$1,311,000  in  collateralized  receivables.

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 $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  June  30  and July 31, 2003, the Company had sold $0.2 million eligible U.S.
accounts  receivable  pursuant  to  this  agreement.

(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 six months ended June 30, 2003 payments
charged to the reserve totaled $0.1 million, and the reserve was reduced by $0.1
million during the first quarter of 2003 resulting in a reduction of general and
administrative expenses. The balance remaining at June 30, 2003 was $0.8 million
of  which $0.2 million is recorded as long-term liability. During the six months
ended  June  30,  2002 payments against the reserve totaled $0.3 million and the
reserve  was  increased  $0.2  million.

(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  generally  accepted  accounting  principles are recorded as an element of
shareholders'  equity  and  are  excluded  from  net  loss.   The  components of
comprehensive  loss  are  listed  below  (in  thousands):

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED   SIX MONTHS ENDED
                                             JUNE 30             JUNE 30
                                        ------------------------------------
                                          2003     2002       2003     2002
                                        --------  ------    --------  ------
<S>                                     <C>       <C>       <C>       <C>
Net loss. . . . . . . . . . . . . . . . $(1,138)  $(748)    $(3,131)  $(662)
Other comprehensive income (loss) . . .     (21)    178          53     190
                                        --------  ------    --------  ------
Comprehensive loss. . . . . . . . . . . $(1,159)  $(570)    $(3,078)  $(472)
                                        ========  ======    ========  ======
</TABLE>

(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 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.


                                        8
<PAGE>
     The  following table summarizes the Company's computation of loss per share
for  the  periods  ended  June 30, 2003 and 2002 (in thousands, except per share
amounts):

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED   SIX MONTHS ENDED
                                                               JUNE 30,           JUNE 30,
                                                          ------------------------------------
                                                            2003     2002      2003     2002
                                                          --------  -------  --------  -------
<S>                                                       <C>       <C>      <C>       <C>
Basic loss per share . . . . . . . . . . . . . . . . . .  $ (0.14)  $(0.09)  $ (0.37)  $(0.08)
                                                          ========  =======  ========  =======
Net loss                                                  $(1,138)  $ (748)  $(3,131)  $ (662)
                                                          ========  =======  ========  =======

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                                    $ (0.14)  $(0.09)  $ (0.37)  $(0.08)
                                                          ========  =======  ========  =======
</TABLE>

     Approximately  1,870,000  antidilutive  options  and 3,000,000 antidilutive
warrants  were  excluded  from the calculation of diluted earnings per share for
the  periods  ended  June 30, 2003. 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  ended  June  30,  2002.

(9)  PRO FORMA NET LOSS AND 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
June  30,  2003  and  2002  would  approximate  the  pro forma amounts below (in
thousands,  except  per  share  amounts):
<TABLE>
<CAPTION>

                                         THREE MONTHS ENDED   SIX MONTHS ENDED
                                         ------------------  ------------------
                                              JUNE 30,            JUNE 30,
                                         ------------------  ------------------
                                           2003      2002      2003      2002
                                         --------  --------  --------  --------
<S>                                      <C>       <C>       <C>       <C>
Net loss, as reported                    $(1,138)  $  (748)  $(3,131)  $  (662)
Deduct:  Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects                  (101)     (263)     (201)     (525)
                                         --------  --------  --------  --------
Pro forma                                $(1,239)  $(1,011)  $(3,332)  $(1,187)

Basic and diluted loss per share:
  As reported                            $ (0.14)  $ (0.09)  $ (0.37)  $ (0.08)
  Pro forma                                (0.15)    (0.12)    (0.40)    (0.14)
</TABLE>


                                        9
<PAGE>
(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 JUNE 30, 2003
  Revenue                          $   1,218   $    2,573   $       1,015   $ 4,806
  Operating loss . . . . . . . . . $     (98)  $     (701)  $        (289)   (1,088)
THREE MONTHS ENDED JUNE 30, 2002
  Revenue                          $   1,080   $    2,976   $       1,363   $ 5,419
  Operating loss . . . . . . . . .      (254)        (641)            (38)     (933)
SIX MONTHS ENDED JUNE 30, 2003
  Revenue. . . . . . . . . . . . . $   2,521   $    4,660   $       2,485   $ 9,666
  Operating loss . . . . . . . . .      (156)      (1,720)           (101)   (1,977)
  Total assets . . . . . . . . . .       809        4,076           1,666     6,551
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
</TABLE>

                            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  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 has incurred additional significant
losses  to  date  in  2003.  At  June  30,  2003,  the Company had generated net
operating  loss  carryforwards  for  tax reporting purposes of approximately $35
million  recording  $12  million of deferred tax assets of which the Company has
recorded a valuation allowance against the deferred tax asset generated from the
net  operating loss carryforwards of approximately $12 million. This resulted in
no  deferred  tax  assets  from  net  operating  loss  carryforwards  based upon
management's  estimate  of  future  taxable  income.


                                       10
<PAGE>
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
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, as amended by
SFAS 148, 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 JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002

     Revenue.   Revenue  decreased  by $0.6 million, or 11.3%, from $5.4 million
in  the  second  quarter of 2002 to $4.8  million in the second quarter of 2003,
reflecting  decreases  in  Europe  and  Asia  and  a slight increase in America.
Product  sales  increased  from  $0.2  million  in 2002 to $0.3 million in 2003.
Revenue  from the Americas Division increased by 12.8% from $1.1 million to $1.2
million;  revenue  from  the  EMEA  Division  decreased  by  13.5%  from


                                       11
<PAGE>
$3.0  million  to  $2.6  million;  and  revenue  from  the Asia Pacific Division
decreased  by  25.5%  from  $1.4  million to $1.0 million. The Company ended the
second  quarter  with 198 total employees, down from 233 employees at the end of
the same period of the prior year. Billable employees total 153 at June 30, 2003
compared  to  180  at  June  30,  2002.

     Gross  profit.  Gross profit decreased by $0.6 million, or 32.1%, from $2.0
million  in  the second quarter of 2002 to $1.4 million in the second quarter of
2003  and  decreased as a percent of revenue from 37.2% in the second quarter of
2002  to  28.4%  in the second quarter of 2003. The decrease in the gross profit
margin  percentage  is primarily attributable to decreased staff utilization and
pricing.

     Selling  and  marketing  expense.  Selling  and  marketing expense remained
consistent  at  $0.6  million  for  both periods.  Dedicated sales and marketing
personnel  have  been reduced at the end of the second quarter 2003 to 16 people
as  compared  to  22 at the end of the second quarter of 2002.  The Company will
use  more  consulting  staff  in  the  sales and marketing effort in the future.

     Development  expense.   Development  expense decreased $3,000 or 8.3%, from
$36,000  in the second quarter of 2002 to $33,000 in the second quarter of 2003.

     General  and  administrative  expense.  General  and administrative expense
decreased  by $0.5 million, or 21.1%, from $2.3 million in the second quarter of
2002  to $1.8 million in the second quarter of 2003. The decrease in general and
administrative  cost  was  primarily  due  to  a  decrease  in  depreciation and
facilities  costs.  Depreciation  expense included in general and administrative
costs  decreased from $0.7 million in the second quarter of 2002 to $0.3 million
in  the  second  quarter  of  2003.  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.  General and
administrative  personnel  total  27  at  the  end of the second quarter of 2003
compared  to  30  at  the  end  of  the  second  quarter  of  2002.

     Operating  loss.  Operating  loss  increased by $0.2 million from a loss of
$0.9  million in the second quarter of 2002 to an operating loss of $1.1 million
in  the  second  quarter  of  2003.   The increased operating loss resulted from
decreased  sales and gross margins partially offset by a decrease in general and
administrative  costs.

     Provision (benefit) for income taxes.  The Company did not record an income
tax benefit in the second quarter of 2003 related to operating losses based upon
management's  estimate  of future taxable income, against the deferred tax asset
generated from the net operating loss carryforwards.  Tax benefits were recorded
in  the  second quarter of 2002 related to Europe and Asia using a 30% tax rate.

     At  June  30, 2003 the Company had $12.0 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  $12.0  million
valuation  allowance  against  deferred  tax  assets resulting in a net carrying
value  of  zero.

     Net  loss.  The  Company's  net loss  increased by $0.4 million from a $0.7
million  loss in the second quarter of 2002 to a net loss of $1.1 million in the
second  quarter  of  2003  for reasons discussed above. Loss per share increased
from  a loss of $0.09 in the second quarter of 2002 to a loss per share of $0.14
in  the  second  quarter  of  2003.

SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002

     Revenue.   Revenue  decreased by $2.6 million, or 21.5%, from $12.3 million
for the six months ended June 30, 2002 to $9.7  million for the six months ended
June 30, 2003, reflecting decreases primarily in Europe and Asia and an increase
in  Americas.  Product sales decreased from $0.8 million in 2002 to $0.5 million
in  2003.  Revenue  from  the  Americas  Division  increased  by 41.1% from $1.8
million  to $2.5 million; revenue from the EMEA Division decreased by 37.3% from
$7.4  million  to  $4.7  million;  and  revenue  from  the Asia Pacific Division
decreased 19.7% from $3.1 million in 2002 to $2.5 million in 2003.   The Company
ended  the  six  months with 198 total employees,


                                       12
<PAGE>
down  from  233  employees  at  the  end  of  the same period of the prior year.
Billable headcount has decreased to 153 at June 30, 2003 compared to 180 at June
30,  2002.

     Gross  profit.  Gross profit decreased by $2.2 million, or 44.2%, from $5.1
million  for  the  six  months  ended  June 30, 2002 to $2.9 million for the six
months  ended  June 30, 2003 and decreased as a percent of revenue from 41.7% in
2002  to  29.7%  in  2003. The decrease in the gross profit margin percentage is
primarily  attributable  to  decreased  staff  utilization  and  pricing.

     Selling  and  marketing  expense.  Selling  and  marketing expense was $1.2
million  for  both six months ended June 30, 2002 and 2003.  Dedicated sales and
marketing  personnel  have been reduced at the end of the second quarter 2003 to
16  people  as  compared  to  22  at the end of the second quarter of 2002.  The
Company  will use more consulting staff in the sales and marketing effort in the
future.

     Development  expense.   Development  expense  decreased  $19,000, or 23.5%,
from  $81,000  for  the  six  months ended June 30, 2002 to $62,000 for the same
period  of  2003.  Reductions  resulted  primarily  from  the  reduction  of
compensation  costs.  Development  costs  include  2  people.

     General  and  administrative  expense.  General  and administrative expense
decreased  by $0.9 million, or 19.8%, from $4.4 million for the six months ended
June  30,  2002  to  $3.5  million  for the same period in 2003. The decrease in
expense  is  due  primarily  to  a  reduction  in  headcount  in  compensation,
depreciation  and facilities.   General and administrative personnel total 27 at
the  six months ended June 30, 2003 compared to 30 at the end of the same period
of  2002.  Depreciation  expense  included  in  general and administrative costs
decreased  from  $1.1  million  in  the  six  months ended June 30, 2002 to $0.6
million  for the same period of 2003. 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  charge  for  reserves against leases.
Expenses  for  the  first six months of 2003 were reduced by $0.1 million credit
related  to  lease  reserves.

     Operating  loss.  Operating  loss  increased by $1.4 million from a loss of
$0.6 million for the six months ended June 30, 2002 to an operating loss of $2.0
million  for  the  same  period of 2003.   The increased operating loss resulted
from  a  decrease in revenue and gross margin only partially offset by a decline
in  general  and  administrative  expenses.

     Provision (benefit) for income taxes.  The Company did not record an income
tax benefit in the second quarter of 2003 related to operating losses based upon
management's  estimate  of future taxable income, against the deferred tax asset
generated  from  the net operating loss carryforwards. Income tax expense in the
first  quarter of 2003 resulted from reserving previously recorded tax benefits.
Tax  benefits  were recorded in the second quarter of 2002 related to Europe and
Asia  using  a  30%  tax  rate.

     At  June  30, 2003 the Company had $12.0 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  $12.0  million
valuation  allowance  against  deferred  tax  assets resulting in a net carrying
value  of  zero.

     Net  loss.  The  Company's  net  loss increased by $2.4 million from a $0.7
million  loss  for  the  six  months  ended  June 30, 2002 to a net loss of $3.1
million  for the same period in 2003 for reasons discussed above. Loss per share
increased  from a loss of $0.08 for the six months ended June 30, 2002 to a loss
per  share  of  $0.37  for  the  same  period  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.


                                       13
<PAGE>
     The Company's cash and cash equivalents were $0.2 million at June 30, 2003,
compared  to  $0.6  million at December 31, 2002.  The Company's working capital
deficit was $3.1 million at June 30, 2003 and $1.3 million at December 31, 2002.
     The  Company's  operating  activities used cash of $0.5 million for the six
months  ended June 30, 2003, compared to $0.4 million cash provided for the same
period  in  2002.  The  decrease  resulted from increased losses from operations
offset  partially  by  reduced  use of funds for the payment of accounts payable
and  additional  funds  from  receivables.

     Investing  activities  used  no cash in the six months ended June 30, 2003,
compared  to  cash provided of $16,000 for the six months in 2002 as the Company
liquidated older equipment in 2003 which offset $16,000 in capital expenditures.
In  2002,  $20,000  of  capital  expenditures were partially offset by $4,000 in
equipment  sales.  The  Company  anticipates  the need to lease or acquire small
amounts  of  computer  equipment  throughout  2003.

     Financing  activities  provided  cash  of  $0.1 million  for the six months
ended June 30, 2003 by using a line of credit compared to $0.3 million cash used
during  the  six months ended June 30, 2002 used to pay down the line of credit.

     During  the  second  quarter  of  2003 the Company was not able to maintain
compliance  with  its Europe-based financing agreement on a consistent basis. At
June  30,  2003  the Company had borrowed $1,396,000 against the credit facility
and  had  $1,544,000  in  collateralized  receivables.  The  agreement  required
collateralization  of  200%  of  receivables or $2,792,000. On July 11, 2003 the
Company  amended  its  European  credit  facility,  increasing  the line to $1.6
million (1 million pounds), secured by a mortgage deed against all assets of the
European  Division,  guaranteed  by the Company and the personal guaranty of the
CEO. This cured non-compliance and brought the Company back into compliance with
the  credit  facility.  The line expires on October 31, 2003 unless renewed. The
line  may  not  exceed 133% of eligible European receivables. At August 12, 2003
the  Company  had  borrowed  $1,302,000  against  the  credit  facility  and had
$1,311,000  in  collateralized  receivables.

     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 June 30 and
July  31,  2003,  the  Company  had  sold  $0.2  million  eligible U.S. accounts
receivable  pursuant  to  this  agreement.

     Significant  losses  were  incurred for fiscal years 1999 through 2002. The
Company  incurred significant losses in the first two quarters of 2003.  Revenue
in  the  second quarter of 2003 was short of expectations due to a large project
cancellation  following  the  sale  of  a  customer'  business and the continued
difficult technology market.   The Company has reduced both facilities costs and
staff.  Additional  cost  reductions  will  take  effect in the third quarter of
2003.  The  Company  is  discussing  possible  merger  opportunities.  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.

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


                                       14
<PAGE>
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 June
30,  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.

     (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 June 30, 2003 the Company had borrowed $1,396,000
          against  the  credit  facility  and  had  $1,544,000 in collateralized
          receivables.  The agreement required collateralized receivables in the
          amount  of $2,792,000. The Company cured the non-compliance subsequent
          to  June  30,  2003.


                                       15
<PAGE>
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.


                                       16
<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:  August 14, 2003             By:      /s/ Virginia L. Pierpont
                                      ------------------------------------------
                                               Virginia L. Pierpont
                                       President and Chief Executive Officer
                                          (Principal Executive Officer)

Date:  August 14, 2003             By:       /s/ Dennis C. Fairchild
                                      ------------------------------------------
                                                Dennis C. Fairchild
                                      Chief Financial Officer, Executive Vice
                                   President, Secretary and Treasurer (Principal
                                         Financial and Accounting 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,  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:  August 14, 2003                  /s/ Virginia L. Pierpont
                                        ------------------------
                                            Virginia L. Pierpont
                                            Chief Executive Officer


                                       18
<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:  August 14, 2003                  /s/ Dennis C. Fairchild
                                        -----------------------
                                            Dennis C. Fairchild
                                            Chief  Financial Officer


                                       19
<PAGE>