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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 SEPTEMBER 30, 2002.

                                       OR

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

FOR THE TRANSITION PERIOD FROM               TO


                        COMMISSION FILE NUMBER: 00-24055

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

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

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

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



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


                                   YES [X]    NO  [ ]

NUMBER OF SHARES OUTSTANDING OF COMMON STOCK AS OF November 12, 2002,  8,418,604
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                                        1
<PAGE>
<TABLE>
<CAPTION>

                                DA CONSULTING GROUP, INC.
                                          INDEX
                                          PART I
                                  FINANCIAL INFORMATION


PAGE NO.
-------------------------------------------------------------------------------------
<S>                                                                                    <C>
Item 1.  Financial Statements
         Condensed Consolidated Balance Sheets at September 30, 2002 (unaudited) and
            December 31, 2001 (audited) . . . . . . . . . . . . . . . . . . . . . . .   3
         Condensed Consolidated Statements of Operations for the Three Months ended
            September 30, 2002 and 2001 (unaudited) . . . . . . . . . . . . . . . . .   4
         Condensed Consolidated Statements of Operations for the Nine Months ended
            September 30, 2002 and 2001 (unaudited) . . . . . . . . . . . . . . . . .   4
         Condensed Consolidated Statements of Cash Flows for the Nine Months ended
            September 30, 2002 and 2001 (unaudited) . . . . . . . . . . . . . . . . .   5
         Notes to Unaudited Condensed Consolidated Financial Statements . . . . . . .   6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . .  11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . .  16

Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . .  16

                                         PART II
                                    OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . .  17

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
</TABLE>


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<TABLE>
<CAPTION>

                                       PART I-FINANCIAL INFORMATION

                                       ITEM 1. FINANCIAL STATEMENTS

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


                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                               2002             2001
                                                                          ---------------  --------------
                                  ASSETS                                    (Unaudited)      (Audited)
                                  ------
<S>                                                                       <C>              <C>
Current Assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .  $          459   $         373
  Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . .           3,766           4,053
  Unbilled revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .             209              38
  Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . .             156             629
  Prepaid expenses and other current assets. . . . . . . . . . . . . . .             395             352
                                                                          ---------------  --------------
    Total current assets . . . . . . . . . . . . . . . . . . . . . . . .           4,985           5,445
                                                                          ---------------  --------------
Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . .           3,977           5,394
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             208             177
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,291           5,990
Goodwill, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             206             206
                                                                          ---------------  --------------
          Total assets . . . . . . . . . . . . . . . . . . . . . . . . .  $       12,667   $      17,212
                                                                          ===============  ==============

                    LIABILITIES AND SHAREHOLDERS' EQUITY
                    ------------------------------------
Current Liabilities:
  Revolving line of credit . . . . . . . . . . . . . . . . . . . . . . .  $        1,015   $       1,077
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,468           1,759
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,310           3,272
                                                                          ---------------  --------------
     Total current liabilities . . . . . . . . . . . . . . . . . . . . .           5,793           6,108
                                                                          ---------------  --------------
Lease abandonment liabilities. . . . . . . . . . . . . . . . . . . . . .             572             801
                                                                          ---------------  --------------
Commitments and contingencies

Shareholders' Equity:
  Preferred stock, $0.01 par value: 10,000,000 shares authorized                       -               -

  Common stock, $0.01 par value: 40,000,000 shares authorized; 8,571,777                              85
          shares issued; 8,418,604 shares outstanding. . . . . . . . . .              85
  Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . .          34,039          34,039
  Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . .         (24,901)        (20,782)
  Accumulated other comprehensive loss . . . . . . . . . . . . . . . . .          (1,399)         (1,517)
  Treasury stock, 153,173 shares at cost . . . . . . . . . . . . . . . .          (1,522)         (1,522)
                                                                          ---------------  --------------
    Total shareholders' equity . . . . . . . . . . . . . . . . . . . . .           6,302          10,303
                                                                          ---------------  --------------
          Total liabilities and shareholders' equity . . . . . . . . . .  $       12,667   $      17,212
                                                                          ===============  ==============
<FN>
    The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>


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


                                         THREE MONTHS ENDED         NINE MONTHS ENDED
                                            SEPTEMBER 30,              SEPTEMBER 30,
                                         2002          2001          2002        2001
                                      -----------  -------------  ----------  -----------
<S>                                   <C>          <C>            <C>         <C>
Revenue. . . . . . . . . . . . . . .  $    5,893   $      5,843   $  18,210   $   21,986
Cost of revenue. . . . . . . . . . .       3,414          3,332      10,594       12,897
                                      -----------  -------------  ----------  -----------
  Gross profit . . . . . . . . . . .       2,479          2,511       7,616        9,089

Selling and marketing expense. . . .         614            606       1,798        2,651
Development expense. . . . . . . . .          40             28         121          660
General and administrative expense .       2,024          2,222       6,450        8,745
                                      -----------  -------------  ----------  -----------
  Operating loss . . . . . . . . . .        (199)          (345)       (753)      (2,967)
                                      -----------  -------------  ----------  -----------
Interest income (expense), net . . .         (10)           (42)        (21)         (40)
Other expense, net . . . . . . . . .         (22)          (201)        (76)        (242)
                                      -----------  -------------  ----------  -----------
  Total other expense, net . . . . .         (32)          (243)        (97)        (282)
                                      -----------  -------------  ----------  -----------
  Loss before income taxes . . . . .        (231)          (588)       (850)      (3,249)
Provision (benefit) for income taxes       3,226            (30)      3,269        2,607
                                      -----------  -------------  ----------  -----------
  Net loss . . . . . . . . . . . . .  $   (3,457)  $       (558)  $  (4,119)  $   (5,856)
                                      ===========  =============  ==========  ===========

Basic loss per share . . . . . . . .  $    (0.41)  $      (0.07)  $   (0.49)  $    (0.70)
Weighted average shares outstanding.       8,419          8,419       8,419        8,419

Diluted loss per share . . . . . . .  $    (0.41)  $      (0.07)  $   (0.49)  $    (0.70)
Weighted average shares outstanding.       8,419          8,419       8,419        8,419
<FN>
The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>


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<TABLE>
<CAPTION>

                                   DA CONSULTING GROUP, INC.
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (In thousands)
                                          (Unaudited)

                                                                         NINE MONTHS ENDED
                                                                           SEPTEMBER 30,
                                                                          2002        2001
                                                                       ----------  -----------
<S>                                                                    <C>         <C>
Cash flows from operating activities:

  Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  (4,119)      (5,856)
                                                                       ----------  -----------
  Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:
    Loss on disposal of fixed assets. . . . . . . . . . . . . . . . .         25
    Depreciation and amortization . . . . . . . . . . . . . . . . . .      1,447        1,869
    Deferred income taxes . . . . . . . . . . . . . . . . . . . . . .      3,269        2,807
    Writedown of fixed assets and reserve for leasehold abandonment                       157
    Changes in operating assets and liabilities:
      Accounts receivable and unbilled revenue. . . . . . . . . . . .        116        1,626
      Prepaid expenses and other current assets . . . . . . . . . . .        (43)          45
      Other assets. . . . . . . . . . . . . . . . . . . . . . . . . .        (31)          59
      Accounts payable and accrued expenses . . . . . . . . . . . . .       (627)      (2,225)
                                                                       ----------  -----------
          Total adjustments . . . . . . . . . . . . . . . . . . . . .      4,156        4,338
                                                                       ----------  -----------
          Net cash provided by (used in) operating activities . . . .         37       (1,518)
                                                                       ----------  -----------
Cash flows from investing activities:
  Proceeds from sale of property and equipment. . . . . . . . . . . .         24          274
  Purchases of property and equipment . . . . . . . . . . . . . . . .        (31)         (30)
                                                                       ----------  -----------
          Net cash provided by (used in) investing activities . . . .         (7)         244
                                                                       ----------  -----------
Cash flows from financing activities:
                                                                       ----------  -----------
  (Repayments) proceeds from revolving line of credit, net. . . . . .        (62)         939
                                                                       ----------  -----------
          Net cash provided by (used in) financing activities . . . .        (62)         939
                                                                       ----------  -----------
Effect of changes in foreign currency exchange rate on
  cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .        118         (284)
                                                                       ----------  -----------
          Increase (decrease) in cash and cash equivalents. . . . . .         86         (619)
Cash and cash equivalents at beginning of period. . . . . . . . . . .        373          949
                                                                       ----------  -----------
Cash and cash equivalents at end of period. . . . . . . . . . . . . .  $     459   $      330
                                                                       ==========  ===========
Noncash activities:
  Other liabilities                                                                       801
<FN>
The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>


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

(1)  ORGANIZATION  AND  BUSINESS

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

(2)  BASIS  OF  PRESENTATION

     The unaudited condensed consolidated financial statements should be read in
conjunction  with  the  Company's consolidated financial statements for the year
ended  December  31, 2001, included in the Company's Annual Report on Form 10-K.
The  unaudited  condensed consolidated financial statements included herein have
been  prepared  by  the  Company  without  an  audit  pursuant  to the rules and
regulations  of  the Securities and Exchange Commission. Certain information and
footnote  disclosures  normally  included  in  financial  statements prepared in
accordance with accounting principles generally accepted in the United States of
America  have been condensed or omitted, pursuant to such rules and regulations.
Operating  results  for  the  three months ended September 30, 2002 and the nine
months  ended  September  30, 2002 are not necessarily indicative of the results
which  will  be  realized  for  the  year  ending  December  31,  2002.

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

New  Accounting  Pronouncements

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

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


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

     In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
Accounting  for  Asset  Retirement Obligations (SFAS 143), which amends SFAS No.
19,  Financial  Accounting  and Reporting by Oil and Gas Producing Companies, is
applicable  to  all  companies.  SFAS  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 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 143, we do not believe the adoption
will have a material effect on our financial condition or results of operations.

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

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

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with  Exit  or  Disposal  Activities  (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  will  adopt  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.

(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:


                                        7
<PAGE>
     -  Reduction in the number of consultants
     -  Reduction of administrative personnel
     -  Reduction in office space
     -  Various other cost cutting measures

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

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

(4)  INCOME  TAXES

     At  September 30, 2002, the Company had $3.4 million of deferred tax assets
primarily  consisting  of  net operating loss carryforwards ("NOL"). 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 assets requires that
the  Company  achieve  certain future earnings levels prior to the expiration of
its  NOL  carryforwards.  The  Company  has  recorded  a  $7.6 million valuation
allowance against deferred tax assets.  A increase in the valuation allowance is
a  $3.3 million was recorded in the third quarter of 2002.  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  assets if market conditions
deteriorate and future earnings are below, or projected to be below, its current
estimates  and  management  believes it is more likely than not the deferred tax
assets  will  fail  to  be  realized.

(5)  DEBT

Revolving  Line  of  Credit

     The  Company  has  a  credit facility from a foreign bank with an available
line  of  approximately  $1.1  million  (750,000  Great  Britain  Pounds),
collateralized  by and based on eligible foreign accounts receivable, secured by
a  mortgage deed against all the assets of the Europe Division and guaranteed by
the  Company.  At  September  30,  2002, the Company had used approximately $1.0
million of the credit facility.  The interest rate on this line of credit was 6%
at  September  30,  2002.  The  line  of credit is available through March 2003,
however,  the  line  of  credit  is  due  upon  demand.

Accounts  Receivable  Financing

     The  Company  has an agreement with a bank, which provides for financing of
eligible  U.S.  accounts  receivable  under  a purchase and sale agreement.  The
maximum  funds  available  under  the  agreement is $5.0 million.  The agreement
allows for the bank to request repurchase of an account receivable under certain
conditions.  The  bank  has  never  requested  repurchase  of  a  U.S.  account
receivable.  At  September 30, 2002, the Company had sold no accounts receivable
pursuant  to  this  agreement.

(6)     RESTRUCTURING CHARGE

     During  the  three  months  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


                                        8
<PAGE>
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 three months ended March 31, 2000. The
Company  recognized  approximately  $1.5  million  expense  attributable  to
involuntary  employee  termination  benefits during the three months ended March
31,2000, of which approximately $1.2 million had been paid at December 31, 2000.
The  remaining  $0.3  million  in  termination  pay  was  paid  during  2001.

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

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

(7)  COMPREHENSIVE LOSS

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

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED      NINE MONTHS ENDED
                                        SEPTEMBER 30            SEPTEMBER 30
                                      2002        2001        2002        2001
                                   ----------  ----------  ----------  ----------
<S>                                <C>         <C>         <C>         <C>
Net loss. . . . . . . . . . . . .  $  (3,457)  $    (558)  $  (4,119)  $  (5,856)
                                   ----------  ----------  ----------  ----------
Other comprehensive income (loss)        (72)        (69)        118        (284)
Comprehensive loss. . . . . . . .  $  (3,529)  $    (627)  $  (4,001)  $  (6,140)
                                   ==========  ==========  ==========  ==========
</TABLE>


                                        9
<PAGE>
(8)  LOSS PER SHARE

     Basic loss per share has been computed based on the weighted average number
of  common  shares  outstanding  during  the applicable period. Diluted loss per
share  includes  the  number  of shares issuable upon exercise of stock options,
less  the  number  of  shares that could have been repurchased with the exercise
proceeds,  using  the  treasury stock method.  Dilutive shares are excluded from
the  calculation  below  because  the  inclusion  would  be  antidilutive.

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

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED    NINE MONTHS ENDED
                                                               SEPTEMBER 30,        SEPTEMBER 30,
                                                           --------------------  --------------------
                                                              2002      2001       2002       2001
                                                           ---------  ---------  ---------  ---------
<S>                                                        <C>        <C>        <C>        <C>
Basic loss per share. . . . . . . . . . . . . . . . . . .  $  (0.41)  $  (0.07)  $  (0.49)  $  (0.70)
                                                           =========  =========  =========  =========
Net loss                                                   $ (3,457)  $   (558)  $ (4,119)  $ (5,856)
                                                           =========  =========  =========  =========

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                                     $  (0.41)  $  (0.07)  $  (0.49)  $  (0.70)
                                                           =========  =========  =========  =========
</TABLE>

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

(9)  GEOGRAPHIC FINANCIAL DATA

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

<TABLE>
<CAPTION>
                                                      EUROPE,
                                                    MIDDLE EAST
                                         AMERICAS     & AFRICA     ASIA PACIFIC    TOTAL
                                        ----------  ------------  --------------  --------
<S>                                     <C>         <C>           <C>             <C>
THREE MONTHS ENDED SEPTEMBER 30, 2002
    Revenue. . . . . . . . . . . . . .  $   1,433   $      3,656  $         804   $ 5,893
      Operating income (loss). . . . .        (70)           310           (439)     (199)
THREE MONTHS ENDED SEPTEMBER 30, 2001
   Revenue . . . . . . . . . . . . . .  $     810   $      3,699  $       1,334   $ 5,843
      Operating income (loss). . . . .       (434)            57             32      (345)
NINE MONTHS ENDED SEPTEMBER 30, 2002
   Revenue . . . . . . . . . . . . . .  $   3,219   $     11,091  $       3,900   $18,210
   Operating income (loss) . . . . . .       (767)           286           (272)     (753)
   Total assets. . . . . . . . . . . .      3,713          6,438          2,516    12,667
NINE MONTHS ENDED SEPTEMBER 30, 2001
   Revenue . . . . . . . . . . . . . .  $   4,462   $     13,089  $       4,435   $21,986
   Operating income (loss) . . . . . .     (3,721)           678             76    (2,967)
   Total assets. . . . . . . . . . . .      6,709          7,685          3,120    17,514
</TABLE>


                                       10
<PAGE>
                            DA CONSULTING GROUP, INC.
ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

OVERVIEW

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

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

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 years ended December 31, 1999, 2000 and 2001, the Company incurred
losses  before income taxes of $11.3, $20.6 and $3.2 million, respectively.  The
Company  incurred a loss before income taxes of $0.9 million for the nine months
ended  Septemeber 30, 2002.  During the above periods, the Company generated net
operating  loss  carryforwards for tax reporting purposes of approximately $32.1
million recording  $11.0 million of deferred tax assets of which the Company has
recorded  a  valuation allowance of approximately $7.6 million resulting in $3.4
million  of  deferred  tax  assets  net  of the allowance based upon managements
estimate of future taxable income in the United States, against the deferred tax
asset  generated  from  the  net  operating  loss  carryforwards.

There  can  be  no  assurance that management's restructuring plan in the United
States  will yield sufficient future taxable income necessary to utilize the net
operating  loss  carryforwards  recorded as a deferred tax asset by the Company.
The  ultimate  realization  of  the  deferred  tax  asset  is  dependent  upon
management's  ability  to grow the revenues of the Company in the United States,
adhere  to  the  cost  saving measures put in place during the restructuring and
generate  sufficient  future  taxable income. Any future decline, if any, in the
demand  for  the  Company's  services  or  the  Company's inability to return to
profitability  in the United States will result in the Company being required to
increase  the  valuation  allowance  against  the deferred tax asset which would
adversely  affect  the  Company's  financial  position  and  operating  results.

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.


                                       11
<PAGE>
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 Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No.  123,  Accounting  for  Stock-Based
Compensation  ("SFAS  No.  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  Accounting  Principles Board ("APB") Opinion No. 25. The
Company  has  adopted  only  the disclosure requirements of SFAS No. 123 and has
elected  to  continue  to  record  stock-based  compensation  expense  using the
intrinsic-value  approach  prescribed  by  APB  No. 25. Accordingly, the Company
computes  compensation  cost  as  the  amount by which the intrinsic vale 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.
Gains  or losses from disposals of property and equipment are reflected in other
expense.

RESULTS  OF  OPERATIONS

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

     Revenue.   Revenue increased by $0.1 million, or 0.9%, from $5.8 million in
the  third  quarter  of  2001  to  $5.9  million  in  the third quarter of 2002,
reflecting  an  increase  in  America  and  decreases  in  Asia.  Product  sales
increased  from  $0.1  million in 2001 to $0.3 million in 2002. Revenue from the
Americas  Division increased by 76.9% from $0.8 million to $1.4 million; revenue
from  the  EMEA  Division  remained  at  $3.7 million; and revenue from the Asia
Pacific  Division  decreased  by  39.7%  from  $1.3 million to $0.8 million. The
Company  ended  the  third  quarter  with  241  total  employees,  down from 268
employees  at  the end of the same period of the prior year.  Billable employees
total  186 at September 30, 2002 compared to 209 at September 30, 2001.  Revenue
for  the  third  quarter  of  2002  was  8.7% greater than revenue in the second
quarter  of  2002  due  to  project  delays  in the second quarter of 2002.  The
Company  expects  revenue  to  decline in the fourth quarter of 2002 but expects
improvement  in  the  first  quarter  of  2003.

     Gross  profit.  Gross  profit  decreased by $32,000, or 1.3%, totaling $2.5
million in the third quarter of 2001 and the third quarter of 2002 and decreased
as  a percent of revenue from 43.0% in the third quarter of 2001 to 42.1% in the
third  quarter  of  2002.  The decrease in the gross profit margin percentage is
primarily attributable to decreased project and product margins offset partially
by  improved  staff  utilization.


                                       12
<PAGE>
     Selling and marketing expense.  Selling and marketing expense for the third
quarter  of  2002  and  2001  was $0.6 million reflecting 22 sales and marketing
personnel  in  2002  and  23  sales  and  marketing  personnel  in  2001.

     Development  expense.   Development  expense  increased  $12,000, or 42.9%,
from  $28,000  in  the  third quarter of 2001 to $40,000 in the third quarter of
2002.  Development  expense includes two persons responsible for the creation of
tools  and  methodology  used  by  consultants  at  client  projects.

     General  and  administrative  expense.  General  and administrative expense
decreased  by  $0.2 million, or  8.9%, from $2.2 million in the third quarter of
2001  to $2.0 million in the third quarter of 2002  The reduction in general and
administrative  expense  was largely due to depreciation expense which decreased
from  $0.6  million  in  the  third quarter of 2001 to $0.3 million in the third
quarter  of  2002.

     Operating  loss.  Operating  loss  decreased by $0.1 million from a loss of
$0.3  million  in the third quarter of 2001 to an operating loss of $0.2 million
in  the  third  quarter  of 2002.   The decreased operating loss resulted from a
decline  in  depreciation.  The  operating  loss  decreased  compared  to a $0.9
million  operating  loss  in  the  second  quarter  of  2002.

     Provision  (benefit)  for  income taxes.  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  and  the  decision  to provide an
additional $3.3 million valuation allowance against previously recorded deferred
tax  assets.  The  decision  was  based  upon  a  continued  slow market for the
Company's services in America and incremental expenses the Company believes will
be  needed to reach continued profitability.  Tax expense or benefit is recorded
on  taxable  income  of  Europe  and  Asia  at  approximately  30%.

     At  September 30, 2002, the Company had $3.4 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 assets requires that the Company
achieve  certain  future  earnings  levels  prior  to  the expiration of its NOL
carryforwards.  At  September  30, 2002, the Company has recorded a $7.6 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  assets if market conditions
deteriorate  and  future  earnings  are below, or are projected to be below, its
current  estimates  and  management  believes  it  is  more  likely than not the
deferred  tax  assets  will  fail  to  be  realized.

     Net  loss.  The  Company's  net  loss increased by $2.9 million from a $0.6
million  loss  in the third quarter of 2001 to a net loss of $3.5 million in the
third  quarter  of  2002  largely  due  to the decision to  record an additional
valuation  allowance  against  deferred  tax  assets offset partially by reduced
expenses.  Loss per share increased from a loss of $0.07 in the third quarter of
2001  to  a  loss  per  share  of  $0.41  in  the  third  quarter  of  2002.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001

     Revenue.   Revenue  decreased by $3.8 million, or 17.2%, from $22.0 million
for  the  nine  months  ended  September 30, 2001 to $18.2  million for the nine
months ended September 30, 2002, reflecting decreases in all divisions.  Product
sales  increased from $0.8 million in 2001 to $1.1 million in 2002. Revenue from
the  Americas  Division  decreased  by  27.9% from $4.5 million to $3.2 million;
revenue  from  the  EMEA Division decreased by 15.3% from $13.1 million to $11.1
million; and revenue from the Asia Pacific Division decreased by 12.1% from $4.4
million  to  $3.9  million.  The  Company  ended  the nine months with 241 total
employees,  down  from  268 employees at the end of the same period of the prior
year.  Billable headcount has decreased to 186 at September 30, 2002 compared to
209  at  September  30,  2001.

     Gross  profit.  Gross profit decreased by $1.5 million, or 16.2%, from $9.1
million  for  the  nine  months ended September 30, 2001 to $7.6 million for the
nine  months ended September 30, 2002 and increased as a percent of revenue from
41.3%  in  2001  to  41.8%  in  2002.  The  increase  in the gross profit margin
percentage  is  primarily  attributable to modest increases in staff utilization
offset  partially  by  a  modest decline in project margin and margin on product
sales.


                                       13
<PAGE>
     Selling  and  marketing  expense.  Selling  and marketing expense decreased
$0.9 million or 32.2%, from $2.7 million for the nine months ended September 30,
2001  to $1.8 million for the same period of 2002. The decrease is the result of
reduced  personnel  costs, recruiting fees and a reduced expenditure for outside
marketing  professional  fees  and  reduced  commissions.  Sales  and  marketing
personnel  total  22  at  September  30,  2002 compared to 23 at September 2001.

     Development  expense.   Development  expense  decreased  $0.6  million,  or
81.7%,  from  $0.7  million for the nine months ended September 30, 2001 to $0.1
million  for  the  same  period  of  2002.  The decrease resulted primarily from
reduction  of  personnel  from  7  in  2001 to 2 in 2002 and reduced spending on
development  of  a  learning  management  system  which  was  completed in 2001.

     General  and  administrative  expense.  General  and administrative expense
decreased by $2.2 million, or 26.3%, from $8.7 million for the nine months ended
September  30, 2001 to $6.5 million for the same period in 2002. The decrease in
expense  is  due primarily to a reduction in personnel, facilities, professional
fees  and  depreciation.   General  and administrative personnel total 30 at the
end  of  nine  months  ended September 30, 2002 compared to 35 at the end of the
same  period  of  2001.   Depreciation  expense  included  in  general  and
administrative  costs  decreased  from  $1.8  million  in  the nine months ended
September  30,  2001  to  $1.4  million  for  the same period of 2002. The third
quarter of 2002 included a $0.2 million increase for a change in estimated life.
Expenses for the first 9 months of 2001 included $0.6 million in charges for the
termination  of  leases  offset  by  the  reversal  of employee related reserves
totaling  $0.5  million.

     Operating  loss.  Operating  loss  decreased by $2.2 million from a loss of
$3.0  million  for the nine months ended September 30, 2001 to an operating loss
of  $0.8  million  for  the  same period of 2002.   The decreased operating loss
resulted  from  a  decline  in  operating  expenses  in excess of the decline in
revenue.

     Provision  (benefit)  for  income taxes.  The 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  and  the  decision  to provide an
additional $3.3 million valuation allowance against previously recorded deferred
tax  assets.  The  decision  was  based  upon  a  continued  slow market for the
Company's services in America and incremental expenses the company believes will
be  needed to reach continued profitability.  Tax expense or benefit is recorded
on  taxable  income  of  Europe  and  Asia  at  approximately  30%.

     At  September 30, 2002, the Company had $3.4 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 assets requires that the Company
achieve  certain  future  earnings  levels  prior  to  the expiration of its NOL
carryforwards.  At  September  30, 2002, the Company has recorded a $7.6 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 assets if market conditions deteriorate and
future  earnings  are below, or are projected to be below, its current estimates
and  management believes it is more likely than not the deferred tax assets will
fail  to  be  realized.

     Net  loss.  The  Company's  net  loss decreased by $1.8 million from a $5.9
million  loss for the nine months ended September 30, 2001 to a net loss of $4.1
million  for  the  same  period in 2002 largely due to expense reductions offset
partially by a decline in revenue. Loss per share decreased from a loss of $0.70
for  the  nine  months ended September 30, 2001 to a loss per share of $0.49 for
the  same  period  of  2002.


                                       14
<PAGE>
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 $0.5 million at September 30,
2002,  compared  to  $0.4  million  at December 31, 2001.  The Company's working
capital  deficit  was  $0.8  million  at  September 30, 2002 and $0.7 million at
December  31,  2001.

     The  Company's  operating activities provided cash of $ 37,000 for the nine
months  ended September 30, 2002, compared to a $1.5 million use of cash for the
same  period  in  2001.  The  increase  in  cash provided by operations resulted
primarily from decreased operating losses and a decrease in accounts receivable,
offset partially by  a decrease in accounts payable and an increase in valuation
allowances  for  deferred  taxes.

     Investing activities used $7,000 in cash in the nine months ended September
30,  2002, compared to cash provided of $0.2 million for the nine months in 2001
as the company liquidated unneeded and older equipment.  The Company anticipates
the need to lease or acquire small amounts of computer equipment throughout 2002
and  2003.

     Financing  activities  used cash of $0.1 million  for the nine months ended
September  30, 2002 to pay down its line of credit compared to $0.9 million cash
provided  by using the line of credit during the nine months ended September 30,
2001.

     The  Company  has  a  revolving  line  of credit from a foreign bank with a
maximum  line  of credit of approximately $1.1 million based on eligible foreign
accounts  receivable.  At  September  30,  2002,  the Company had borrowed  $1.0
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 September 30,
2002,  the  Company  had  sold  no  receivables  pursuant  to  this  agreement.

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

FORWARD-LOOKING  STATEMENTS

     This Quarterly Report on Form 10-Q contains certain statements that are not
historical  facts which constitute forward-looking statements within the meaning
of  the  Private Securities Legislation Reform Act of 1995 which provides a safe
harbor  for  forward-looking  statements.  These  forward-looking statements are
subject  to  substantial  risks and uncertainties that could cause the Company's
actual  results,  performance  or  achievements  to differ materially from those
expressed  or  implied  by  these forward-looking statements.  When used in this
Report,  the  words "anticipate," "believe," "expect" and similar expressions as
they  relate  to  the  Company  or  its management are intended to identify such
forward-looking  statements.  Actual  future  results  and  trends  may  differ
materially from historical results as a result of certain factors, including but
not  limited  to:  dependence  on  SAP  AG  and  the  ERP software market, risks
associated  with  management  of  a  geographically  dispersed  organization,
fluctuating  quarterly  results,  the  need  to  attract and retain professional
employees,  substantial  competition,  dependence  on  key  personnel,  risks
associated  with  management  of  growth,  rapid  technological  change, limited
protection  of  proprietary  expertise,  methodologies  and software, as well as
those  set  forth  in  the Risk Factors section  and Management's Discussion and
Analysis  section  in the Company's Annual Report on Form 10-K and other filings
with  the  Securities  and  Exchange  Commission.


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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
September  30,  2002,  the  Company  did  not  hold  any short-term investments.

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


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.


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                            DA CONSULTING GROUP, INC.

                            PART II-OTHER INFORMATION


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

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

          99.1 Chief  Executive Officer Certification pursuant to Section 302 of
               the  Sarbanes-Oxley  Act  of  2002

          99.2 Chief  Financial Officer Certification pursuant to Section 302 of
               the  Sarbanes-Oxley  Act  of  2002

          99.3 Chief Executive Officer Certification pursuant to Section 1350 as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          99.4 Chief Financial Officer Certification pursuant to Section 1350 as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     (b)  Reports  on  Form  8-K

          None

SIGNATURES

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

                                        DA  CONSULTING  GROUP,  INC.
                                        (Registrant)

Dated:   October 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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