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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ______________

                                    FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 April 30, 2002, 8,418,604
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                                        1
<PAGE>
                            DA CONSULTING GROUP, INC.
                                      INDEX
                                     PART I
                              FINANCIAL INFORMATION

                                                                        PAGE NO.
                                                                        --------
Item 1.  Financial Statements
         Condensed Consolidated Balance Sheets at March 31, 2002
            (unaudited) and December 31, 2001. . . . . . . . . . . . . .    3
         Condensed Consolidated Statements of Operations for the
            Three Months ended March 31, 2002 and 2001 (unaudited) . . .    4
         Condensed Consolidated Statement of Cash Flows for the
            Three Months ended March 31, 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. . .   12


                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . .   12

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13


                                        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)

                                                                           MARCH 31,     DECEMBER 31,
                                                                              2002           2001
                                                                          ------------  --------------
                            ASSETS                                        (Unaudited)
                            ------
<S>                                                                       <C>           <C>
Current Assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .  $       280   $         373
  Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . .        4,303           4,053
  Unbilled revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .          374              38
  Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . .          631             629
  Prepaid expenses and other current assets. . . . . . . . . . . . . . .          425             352
                                                                          ------------  --------------
      Total current assets . . . . . . . . . . . . . . . . . . . . . . .        6,013           5,445
                                                                          ------------  --------------
  Property and equipment, net. . . . . . . . . . . . . . . . . . . . . .        4,912           5,394
  Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          196             177
  Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . .        5,756           5,990
  Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . .          206             206
                                                                          ------------  --------------
          Total assets . . . . . . . . . . . . . . . . . . . . . . . . .  $    17,083   $      17,212
                                                                          ============  ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities:
  Revolving line of credit . . . . . . . . . . . . . . . . . . . . . . .  $       670   $       1,077
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,222           1,759
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .        3,156           3,272
                                                                          ------------  --------------
      Total current liabilities. . . . . . . . . . . . . . . . . . . . .        6,048           6,108
                                                                          ------------  --------------
Lease abandonment liabilities. . . . . . . . . . . . . . . . . . . . . .          634             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. . . . . . . . . . . . . . . . . . . . . . . . . .      (20,696)        (20,782)
  Accumulated other comprehensive loss . . . . . . . . . . . . . . . . .       (1,505)         (1,517)
  Treasury stock, 153,173 shares at cost . . . . . . . . . . . . . . . .       (1,522)         (1,522)
                                                                          ------------  --------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . .       10,401          10,303
                                                                          ------------  --------------
          Total liabilities and shareholders' equity . . . . . . . . . .  $    17,083   $      17,212
                                                                          ============  ==============

   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
                                                                  MARCH 31,
                                                                2002      2001
                                                               -------  --------
<S>                                                            <C>      <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .  $6,898   $ 8,536
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . .   3,775     4,993
                                                               -------  --------
     Gross profit . . . . . . . . . . . . . . . . . . . . . .   3,123     3,543

Selling and marketing expense . . . . . . . . . . . . . . . .     578     1,058
Development expense . . . . . . . . . . . . . . . . . . . . .      45       458
General and administrative expense. . . . . . . . . . . . . .   2,121     3,523
                                                               -------  --------

     Operating income (loss). . . . . . . . . . . . . . . . .     379    (1,496)
                                                               -------  --------
Interest expense, net . . . . . . . . . . . . . . . . . . . .      (6)       (6)
Other income (expense), net . . . . . . . . . . . . . . . . .     (52)        6
                                                               -------  --------
  Total other income (expense), net . . . . . . . . . . . . .     (58)        -
                                                               -------  --------
     Income (loss) before taxes . . . . . . . . . . . . . . .     321    (1,496)
Provision (benefit) for income taxes. . . . . . . . . . . . .     235      (548)
                                                               -------  --------
     Net income (loss). . . . . . . . . . . . . . . . . . . .  $   86   $  (948)
                                                               =======  ========
Basic earnings (loss) per share . . . . . . . . . . . . . . .  $  .01   $ (0.11)
Weighted average shares outstanding . . . . . . . . . . . . .   8,419     8,419

Diluted earnings (loss) per share . . . . . . . . . . . . . .  $  .01   $ (0.11)
Weighted average shares outstanding . . . . . . . . . . . . .   8,872     8,419

    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)

                                                                                 THREE MONTHS ENDED
                                                                                     MARCH 31,
                                                                                    2002    2001
                                                                                   ------  -------
<S>                                                                                <C>     <C>
Cash flows from operating activities:
    Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  86   $ (948)
                                                                                   ------  -------
    Adjustments to reconcile net loss to net cash provided by (used in)
        operating activities:
             Loss on disposal of equipment. . . . . . . . . . . . . . . . . . . .     26        -
             Depreciation and amortization. . . . . . . . . . . . . . . . . . . .    456      623
             Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . .    232     (341)
             Changes in operating assets and liabilities:
                  Accounts receivable, net  and unbilled revenue. . . . . . . . .   (586)   1,267
                  Prepaid expenses and other current assets . . . . . . . . . . .    (73)    (175)
                  Other assets. . . . . . . . . . . . . . . . . . . . . . . . . .    (19)      (6)
                  Accounts payable and accrued expenses . . . . . . . . . . . . .    180     (824)
                                                                                   ------  -------
                        Total adjustments . . . . . . . . . . . . . . . . . . . .    216      544
                                                                                   ------  -------
                        Net cash provided by (used in) operating activities . . .    302     (404)
                                                                                   ------  -------

Cash flows from investing activities:
    Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . .      -      (35)
                                                                                   ------  -------
                        Net cash used in investing activities . . . . . . . . . .      -      (35)
                                                                                   ------  -------
Cash flows from financing activities:
    (Repayment) proceeds from revolving line of credit. . . . . . . . . . . . . .   (407)     309
                                                                                   ------  -------
                        Net cash provided by (used in ) financing activities. . .   (407)     309
                                                                                   ------  -------
Effect of changes in foreign currency exchange rate on cash and cash equivalents.     12     (331)
                                                                                   ------  -------
                        Decrease in cash and cash equivalents . . . . . . . . . .    (93)    (461)
Cash and cash equivalents at beginning of period. . . . . . . . . . . . . . . . .    373      949
                                                                                   ------  -------
Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . . . .  $ 280   $  488
                                                                                   ======  =======
</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
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 March 31, 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, which we intend to do before June 30, 2002.  We were also
required  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  March  31,  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 FASB 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.

(3)  MANAGEMENT'S  RESTRUCTURING  AND  LIQUIDITY

     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.  There  can  be  no  assurance  that  profitability  will  continue.

     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 March 31, 2002, the Company had $6.4 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  $4.2 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


                                        7
<PAGE>
     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 March 31, 2002, the Company had used $0.7 million of the credit
facility.  The  interest rate on this line of credit was 6.0% at March 31, 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 an account receivable.
At March 31, 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.  Payments for unutilized leased
office space totaling $2.1 million were charged against the reserve during 2000,
2001 and the first quarter ending March 31, 2002.  At March 31, 2002, the
Company has a remaining accrual of $0.9 million of which $0.5 million is
included in long term liabilities.

(7)  COMPREHENSIVE INCOME (LOSS)

     Comprehensive  income  (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  income  (loss)  are  listed below (in thousands):


                                        8
<PAGE>
                                               THREE MONTHS ENDED
                                                   MARCH 31,
                                                 2002      2001
                                               --------  --------

            Net income (loss) . . . . . . . .  $     86  $  (948)
            Other comprehensive income (loss)        12     (331)
                                               --------  --------
            Comprehensive income (loss) . . .  $     98  $(1,279)
                                               ========  ========

(8)  EARNINGS (LOSS) PER SHARE

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

     The following table summarizes the Company's computation of earnings (loss)
per  share  for  the quarter ended March 31, 2002 and 2001 (in thousands, except
per  share  amounts):

                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                                -------  -------
                                                                 2002     2001
                                                                -------  -------
   Basic earnings (loss) per share . . . . . . . . . . . . . .  $ 0.01   $(0.11)
   Net income (loss) . . . . . . . . . . . . . . . . . . . . .  $   86   $ (948)
                                                                =======  =======
   Weighted average shares outstanding . . . . . . . . . . . .   8,419    8,419
                                                                =======  =======
   Computation of diluted earnings per share:
       Common shares issuable under outstanding stock options.   1,029        -
       Less shares assumed repurchased with proceeds from
       exercise of stock options  ions . . . . . . . . . . . .    (576)       -
                                                                -------  -------
       Adjusted weighted average shares outstanding. . . . . .   8,872    8,419
                                                                =======  =======
   Diluted earnings (loss) per share . . . . . . . . . . . . .  $ 0.01   $(0.11)
                                                                =======  =======

     Approximately 463,000 antidilutive options and 3,000,000 antidilutive
warrants were excluded from the calculation of diluted earnings per share for
the three months ended March 31, 2002. Approximately 1,329,000 antidilutive
options and 3,000,000 antidilutive warrants were excluded from the calculation
of diluted earnings per share for the three months ended March 31, 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 MARCH 31, 2002
     Revenue . . . . . . . . . . .  $     706   $      4,459  $       1,733   $ 6,898
     Operating income (loss) . . .       (443)           617            205       379
THREE MONTHS ENDED MARCH 31, 2001
     Revenue . . . . . . . . . . .      2,410          4,673          1,453     8,536
     Operating income (loss) . . .     (1,384)            38           (150)   (1,496)
</TABLE>


                                        9
<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 MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

     Revenue.   Revenue  decreased  by $1.6 million, or 19.2%, from $8.5 million
in  the  first  quarter  of  2001  to $6.9 million in the first quarter of 2002,
reflecting  decreases  in  Europe  and America and an increase in Asia.  Product
sales  increased  from  $.3 million in 2001 to $.5 million in 2002. Revenue from
the  Americas  Division  decreased  by  70.7% from $2.4 million to $0.7 million;
revenue  from  the  EMEA  Division  decreased  by 4.6% from $4.7 million to $4.5
million; and revenue from the Asia Pacific Division increased by 19.3% from $1.5
million  to  $1.7  million.  The  Company ended the first quarter with 258 total
employees,  down  from  337 employees at the end of the same period of the prior
year.  Billable  headcount  has  decreased 6.0% from the fourth quarter 2001 and
decreased  22.2%  compared  to the first quarter of 2001.  Revenue for the first
quarter  of 2002 was 3.4% more than revenue in the fourth quarter of 2001 due to
the  continued  improvement  in  the  market for complex computer software.  The
Company  expects  continued  modest  improvement  in  the  upcoming  quarters.

     Gross  profit.  Gross profit decreased by $0.4 million, or 11.9%, from $3.5
million  in  the  first  quarter of 2001 to $3.1 million in the first quarter of
2002  and  increased  as a percent of revenue from 41.5% in the first quarter of
2001  to  45.3%  in  the first quarter of 2002. The increase in the gross profit
margin percentage is primarily attributable to increased 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
$0.5  million  or  45.4%, from $1.1 million in the first quarter of 2001 to $0.6
million  in  the  first  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  a  reduced  expenditure  for  outside  marketing  professional  fees.

     Development  expense.   Development  expense  decreased  $0.4  million,  or
90.3%,  from  $458,000  in  the  first  quarter  of 2001 to $45,000 in the first
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  $1.4 million, or 39.8%, from $3.5 million in the first quarter of
2001  to  $2.1  million in the first 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 31 at the end of the first quarter of
2002  compared  to 40 at the end of the first quarter of 2001.  Expenditures for
facilities,  professional  fees and travel also decreased.  Depreciation expense
included  in general and administrative costs decreased from $0.6 million in the
first  quarter  of  2001  to  $0.4  million  in  the  first  quarter  of  2002.

     Operating  income(loss).  Operating income increased by $1.9 million from a
loss  of  $1.5  million  in  the first quarter of 2001 to an operating income of
$0.4  million in the first quarter of 2002.   The operating income resulted from
improved  profitability  of  projects  despite  a decline in revenue and reduced


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operating expenses.  Operating income also increased compared to $0.1 million in
the  fourth  quarter  of  2001.

     Provision (benefit) for income taxes.  The Company's effective tax rate was
73.2%  in  the  first  quarter of 2002 compared to 36.6% in the first quarter 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%.  In  the  first  quarter  of  2001 tax benefits on losses in
America  were  recorded.   The  effect  of not recording tax benefits in America
increased  the  provision  for  income  tax  by  approximately  $0.2  million

     At  March  31,  2002,  the  Company had $6.4 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  $4.2 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  income (loss).  The Company's net income increased by 1.0 million from
a $0.9 million loss in the first quarter of 2001 to a net income of $0.1 million
in  the  first  quarter  of  2002  for reasons discussed above. Income per share
increased  from a loss of $0.11 in the first quarter of 2001 to income per share
of  $.01  in  the  first  quarter  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 $0.3 million at March 31,
2002,  compared  to  $0.4  million  at December 31, 2001.  The Company's working
capital deficit was $35,000 at March 31, 2002 and $663,000 at December 31, 2001.

     The  Company's  operating  activities provided cash of $0.3 million for the
three  months  ended  March 31, 2002, compared to a $0.5 million use of cash for
the  same  period in 2001.  The increase in cash provided by operations resulted
primarily  from  operating  profits,  the related tax effects and an increase in
accounts  payable  offset  partially  by  an  increase  in  accounts receivable.

     Investing  activities  required no cash in the three months ended March 31,
2002,  compared  to  cash  used  of  $35,000  for  the first quarter in 2001 for
equipment  purchases.   The  Company  anticipates  the  need to lease or acquire
small  amounts  of  computer  equipment  throughout  2002.

     Financing  activities used cash of $0.4 million  for the three months ended
March  31,  2002  to  pay  down its line of credit compared to $0.3 million cash
provided  by  using  the  line of credit during the three months ended March 31,
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  March  31,  2002,  the  Company had borrowed
$0.7  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 March 31,
2002,  the  Company  had  sold  no  receivables  pursuant  to  this  agreement.


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     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
March  31,  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.


                            DA CONSULTING GROUP, INC.

                            PART II-OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Reports on Form 8-K

          The  Company  has  had  no  disagreements  with  its  accountants  on
accounting  or  financial disclosure issues.  The disclosures called for related
to  changes  in accountants have been previously reported by the Company in Form
8-K's  filed  by  the  Company  with  the  Securities and Exchange Commission on
February  4,  2002  and  February  12,  2002.


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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: April 30, 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)


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