Exhibit
10.12

                              SEPARATION AGREEMENT


     AGREEMENT  between  DA  CONSULTING,  GROUP,  INC., a Texas corporation (the
"Company"),  and  John  Mitchell  ("Executive"),

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS,  the Company desires to retain certain key employee personnel and,
accordingly,  the  Board  of Directors of the Company (the "Board") has approved
the  Company  entering  into  a  separation agreement with Executive in order to
encourage  Executive's  continued  service  to  the  Company;  and

     WHEREAS,  Executive  is  prepared  to  perform  such services in return for
specific  arrangements  with  respect  to  separation  compensation  and  other
benefits;

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  Company  and  Executive  agree  as  follows:

     1.     Definitions.
            -----------

          (a)     "Change  in  Control"  means (i) any merger, consolidation, or
reorganization  in  which  the  Company is not the surviving entity (or survives
only  as  a  subsidiary  of an entity), (ii) any sale, lease, exchange, or other
transfer  of  all or substantially all of the assets of the Company to any other
person or entity (in one transaction or a series of related transactions), (iii)
dissolution  or liquidation of the Company, (iv) as a result of or in connection
with  a  contested  election of directors, the persons who were directors of the
Company  before such election shall cease to constitute a majority of the Board,
or  (v)  any  event  that  is reported by the Company under Item 1 of a Form 8-K
filed  with  the Securities and Exchange Commission; provided, however, that the
term  "Change  in  Control"  shall  not  include  any  reorganization,  merger,
consolidation,  sale,  lease,  exchange, or similar transaction involving solely
the  Company and one or more previously wholly-owned subsidiaries of the Company
unless  such  matter  is  described  in  clause  (v)  above.

          (b)     "Change in Duties" shall mean the occurrence, on the date upon
which  a  Change in Control occurs or within two years thereafter, of any one or
more  of  the  following:

               (i)     A  significant  reduction  in  the  nature  or  scope  of
     Executive's  authorities  or  duties  from  those  applicable  to Executive
     immediately  prior  to  the  date  on  which  a  Change  in Control occurs;

               (ii)     A  reduction in Executive's annual base salary from that
     provided  to  Executive  immediately prior to the date on which a Change in
     Control  occurs;


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               (iii)     A  diminution in Executive's eligibility to participate
     in  bonus, stock option, incentive award and other compensation plans which
     provide  opportunities to receive compensation which are the greater of (A)
     the  opportunities provided by the Company (including its subsidiaries) for
     executives  with  comparable duties or (B) the opportunities under any such
     plans under which Executive was participating immediately prior to the date
     on  which  a  Change  in  Control  occurs;

               (iv)    A  diminution  in  employee  benefits  (including but not
     limited to medical, dental, life insurance, and long-term disability plans)
     and  perquisites  applicable  to  Executive  from  the  greater  of (A) the
     employee  benefits  and  perquisites provided by the Company (including its
     subsidiaries)  to  executives  with  comparable  duties or (B) the employee
     benefits  and perquisites to which Executive was entitled immediately prior
     to  the  date  on  which  a  Change  in  Control  occurs;  or

               (v)     A  change  in the location of Executive's principal place
     of  employment by the Company by more than 50 miles from the location where
     Executive was principally employed immediately prior to the date on which a
     Change  in  Control  occurs.

     As  used  in  this  section,  executives  with comparable duties shall mean
executives  reporting  directly  to  the  Executive.

          (c)     "Code"  shall  mean  the  Internal  Revenue  Code  of 1986, as
amended.

          (d)     "Compensation"  shall  mean  the  greater  of:

               (i)     Executive's  annual  base  salary  at  the rate in effect
     immediately  prior  to  the  date  on  which  a  Change  in Control occurs;

               (ii)     Executive's  annual  base  salary  at the rate in effect
     sixty  days  prior  to  the date of Executive's Involuntary Termination; or

               (iii)     Executive's annual base salary at the rate in effect at
     the  time  of  Executive's  Involuntary  Termination.

          (e)     "Involuntary  Termination"  shall  mean  any  termination  of
Executive's  employment  with  the  Company  which:

               (i)  does  not result from a resignation by Executive (other than
     a  resignation  pursuant  to  clause  (ii)  of  this  subparagraph (e)); or

               (ii)  results  from  a  resignation by Executive on or before the
     date  which  is  sixty  days  after  the date upon which Executive receives
     notice  of  a  Change  in  Duties;

provided,  however,  the  term  "Involuntary  Termination"  shall  not include a
Termination  for Cause or any termination as a result of death, disability under
circumstances  entitling  Executive  to  benefits  under the Company's long-term
disability  plan,  or  Retirement.


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          (f)     "Retirement"  shall  mean  Executive's resignation on or after
the  date  Executive  reaches  age  sixty-five.

          (g)     "Separation  Amount"  shall  mean  the  greater of One Hundred
Ninety  Five Thousand Pounds ((British pounds) 195,000.00) or Executive's annual
salary  as  in  effect  on  the  date  of  Executive's  Involuntary Termination.

          (h)     "Termination  for  Cause" shall mean Executive (i) has engaged
in  gross  negligence  or  willful  misconduct in the performance of Executive's
duties,  (ii)  has  willfully  refused  without  proper  legal reason to perform
Executive's  duties  and  responsibilities,  (iii)  has  materially breached any
material provision of any agreement between the Company and Executive, including
without limitation paragraph 2 herein, (iv) has materially breached any material
corporate  policy  maintained  and established by the Company that is of general
applicability to the Company's executive employees, (v) has willfully engaged in
conduct  that  Executive  knows  or  should  know is materially injurious to the
Company  or any of its affiliates, or (vi) has engaged in illegal conduct or any
act  of  serious  dishonesty which adversely affects, or reasonably could in the
future  adversely affect, the value, reliability, or performance of Executive in
a  material  manner;  provided, however, that in no event shall a termination of
Executive's  employment  constitute  a  "Termination  for  Cause"  unless  such
termination is approved by at least two-thirds of the members of the Board after
Executive  has  been  given written notice by the Company of the specific reason
for such termination and an opportunity for Executive, together with Executive's
counsel,  to be heard before the Board.  Members of the Board may participate in
any  hearing  that  is  required  pursuant  to this subparagraph (h) by means of
conference  telephone  or similar communications equipment by means of which all
persons participating in the hearing can hear and speak to each other; provided,
however,  that  at  least  one-half of the members of the Board shall attend the
hearing  in  person.

          (i)     "Welfare  Benefit  Plans" shall mean the medical, dental, life
insurance,  accidental  death  and dismemberment, and long-term disability plans
provided  by  the  Company  to  its  active  employees.

     2.     Services.  Executive agrees that Executive shall (a) render services
            --------
to  the  Company (as well as any subsidiary thereof or successor thereto) during
the period of Executive's employment to the best of Executive's ability and in a
prudent  and  businesslike  manner  and  (b) devote substantially the same time,
efforts,  and  dedication  to  Executive's  duties  as  heretofore  devoted.

     3.     Separation  Benefits.  If  Executive's  employment by the Company or
            --------------------
any successor thereto shall be subject to an Involuntary Termination that occurs
on  the  date  upon  which  a  Change  in  Control  occurs  or  within two years
thereafter,  then  Executive  shall  be  entitled  to  receive,  as  additional
compensation  for services rendered to the Company (including its subsidiaries),
the  following  separation  benefits:

          (a)     A  lump  sum cash payment in an amount equal to the Separation
Amount, which shall be paid to Executive on or before the thirty-first day after
the  last  day  of  Executive's  employment  with  the  Company.


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          (b)     All of the outstanding stock options granted by the Company to
Executive  shall  become  immediately  exercisable  in  full  upon  Executive's
termination  of  employment  and  for a period of three months thereafter or for
such  greater  period  as may be provided in the plan or plans pursuant to which
such  stock options were granted (but in no event shall any such stock option be
exercisable  after  the  expiration  of the original term of such stock option).

          (c)     A  lump  sum cash payment in an amount equal to the greater of
(1)  the  Company's  cost  of  coverage  for  Executive and those of Executive's
dependents  (including  Executive's  spouse) who were covered, under the Welfare
Benefit Plans on the day prior to Executive's Involuntary Termination or (2) the
Company's cost of such coverage paid immediately prior to the Change in Control,
for  a  period of two years.  Nothing herein shall be deemed to affect adversely
in any way the rights of Executive and Executive's eligible dependents to health
care  continuation  coverage  as  required  pursuant to Part 6 of Title I of the
Employee  Retirement  Income  Security  Act  of  1974,  as  amended.

          (d)     Executive  shall be entitled to receive out-placement services
in  connection  with  obtaining  new  employment  up to a maximum cost of Twenty
Thousand Pounds ( 20,000.00) (which shall be paid directly by the Company to the
provider  of  such  services).

     4.     Interest  on  Late Benefit Payments.  If any payment provided for in
            -----------------------------------
Paragraph  3  hereof  is  not  made when due, the Company shall pay to Executive
interest  on the amount payable from the date that such payment should have been
made  under  such  paragraph until such payment is made, which interest shall be
calculated  at the rate of 1% per month (with a partial month counting as a full
month).

     5.     Certain  Additional  Payments  by  the  Company.  Notwithstanding
            -----------------------------------------------
anything  to  the  contrary  in this Agreement, in the event that any payment or
distribution  by the Company to or for the benefit of Executive, whether paid or
payable  or distributed or distributable pursuant to the terms of this Agreement
or  otherwise  (a  "Payment"),  would  be  subject  to the excise tax imposed by
Section  4999  of  the  Code  or  any interest or penalties with respect to such
excise  tax  (such excise tax, together with any such interest or penalties, are
hereinafter collectively referred to as the "Excise Tax"), the Company shall pay
to Executive an additional payment (a "Gross-up Payment") in an amount such that
after  payment  by  Executive  of all taxes (including any interest or penalties
imposed  with  respect  to  such taxes), including any Excise Tax imposed on any
Gross-up  Payment,  Executive retains an amount of the Gross-up Payment equal to
the  Excise  Tax imposed upon the Payments. The Company and Executive shall make
an  initial  determination  as to whether a Gross-up Payment is required and the
amount  of  any  such  Gross-up  Payment.  Executive  shall  notify  the Company
immediately  in  writing  of any claim by the Internal Revenue Service which, if
successful,  would require the Company to make a Gross-up Payment (or a Gross-up
Payment  in  excess  of  that,  if  any, initially determined by the Company and
Executive)  within  ten  days  of  the  receipt of such claim. The Company shall
notify  Executive  in  writing  at  least  ten days prior to the due date of any
response  required  with respect to such claim if it plans to contest the claim.
If  the  Company  decides to contest such claim, Executive shall cooperate fully
with  the  Company in such action; provided, however, the Company shall bear and
pay directly or indirectly all costs and expenses (including additional interest
and  penalties)  incurred in connection with such action and shall indemnify and
hold  Executive  harmless,  on  an after-tax basis, for any Excise Tax or income
tax,  including interest and penalties with respect thereto, imposed as a result
of  the  Company's action.  If, as a result of the Company's action with respect
to  a  claim, Executive receives a refund of any amount paid by the Company with
respect  to such claim, Executive shall promptly pay such refund to the Company.
If  the  Company  fails  to timely notify Executive whether it will contest such
claim  or  the  Company  determines  not to contest such claim, then the Company
shall  immediately  pay to Executive the portion of such claim, if any, which it
has  not  previously  paid  to  Executive.


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     6.     General.
            -------

          (a)     Term.  The  effective date of this Agreement is April 4, 2000.
                  ----
Within  sixty  days  from  and  after  the  expiration  of  two years after said
effective  date  and  within sixty days after each successive two-year period of
time  there-after  that  this Agreement is in effect, the Company shall have the
right  to  review this Agreement, and in its sole discretion either continue and
extend this Agreement, terminate this Agreement,  or offer Executive a different
agreement.  The  Compensation  Committee  of  the Board (excluding any member of
such  committee  who is covered by this Agreement or by a similar agreement with
the  Company) will vote on whether to so extend, terminate, or offer Executive a
different  agreement  and  will  notify  Executive  of  such action  within said
sixty-day  time  period  mentioned above.  This Agreement shall remain in effect
until  so  terminated or modified by the Company.  Failure of  the  Compensation
Committee  of  the  Board  to  take  any  action within said sixty days shall be
considered  as  an extension of this Agreement for an additional two-year period
of  time.  Notwithstanding  anything  to  the contrary contained in this "sunset
provision," it is agreed that if a Change in Control occurs while this Agreement
is  in  effect,  then  this  Agreement  shall  not  be subject to termination or
modification  under  this  "sunset  provision,"  and shall remain in force for a
period  of  two years after such Change in Control, and if within said two years
the  contingency  factors occur which would entitle Executive to the benefits as
provided  herein,  this  Agreement shall remain in effect in accordance with its
terms.  If,  within  such  two  years after a Change in Control, the contingency
factors  that  would  entitle Executive to said benefits do not occur, thereupon
this  two-year  "sunset  provision" shall again be applicable with the sixty-day
time  period for action by the Compensation Committee of the Board to thereafter
commence at the expiration of said two years after such Change in Control and on
each  two-year  anniversary  date  thereafter.

          (b)     Indemnification.  If Executive shall obtain any money judgment
                  ---------------
or  otherwise prevail with respect to any litigation brought by Executive or the
Company  to enforce or interpret any provision contained herein, the Company, to
the fullest extent permitted by applicable law, hereby indemnifies Executive for
Executive's  reasonable  attorneys'  fees  and  disbursements  incurred  in such
litigation  and hereby agrees (i) to pay in full all such fees and disbursements
and (ii) to pay prejudgment interest on any money judgment obtained by Executive
from  the  earliest  date  that payment to Executive should have been made under
this  Agreement until such judgment shall have been paid in full, which interest
shall  be  calculated at the rate of 1% per month (with a partial month counting
as  a  full  month).

          (c)     Payment  Obligations.  The  Company's  obligation  to  pay (or
                  --------------------
cause  one  of  its  subsidiaries  to pay) Executive the amounts and to make the
arrangements  provided  herein shall be absolute and unconditional and shall not
be  affected  by  any circumstances, including, without limitation, any set-off,
counterclaim,  recoupment,  defense  or other right which the Company (including
its  subsidiaries)  may  have  against  Executive  or  anyone else.  All amounts
payable  by  the  Company  (including its subsidiaries  hereunder) shall be paid


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without  notice  or  demand.  Executive  shall  not  be  obligated to seek other
employment  in  mitigation of the amounts payable or arrangements made under any
provision of this Agreement. Provided, however, that if Executive receives or is
entitled  to receive payments or benefits as a result of Involuntary Termination
from  any  company  affiliated  with the Company, all such payments and benefits
shall  be credited against the Company's obligations pursuant to this Agreement.

          (d)     Successors.  This Agreement shall be binding upon and inure to
                  ----------
the  benefit  of  the  Company  and  any  successor of the Company, by merger or
otherwise.  This  Agreement  shall also be binding upon and inure to the benefit
of  Executive  and  Executive's  estate.  If  Executive  shall die prior to full
payment of amounts due pursuant to this Agreement, such amounts shall be payable
pursuant  to  the  terms  of  this  Agreement  to  Executive's  estate.

          (e)     Severability.  Any  provision  in  this  Agreement  which  is
                  ------------
prohibited  or  unenforceable  in  any  jurisdiction by reason of applicable law
shall,  as  to  such  jurisdiction,  be  ineffective  only to the extent of such
prohibition  or unenforceability without invalidating or affecting the remaining
provisions  hereof,  and  any  such  prohibition  or  unenforceability  in  any
jurisdiction  shall not invalidate or render unenforceable such provision in any
other  jurisdiction.

          (f)     Non-Alienation.  Executive shall not have any right to pledge,
                  --------------
hypothecate, anticipate or assign this Agreement or the rights hereunder, except
by  will  or  the  laws  of  descent  and  distribution.

          (g)     Notices.  Any  notices or other communications provided for in
                  -------
this  Agreement  shall  be  sufficient if in writing.  In the case of Executive,
such  notices or communications shall be effectively delivered if hand delivered
to  Executive  at  Executive's  principal  place  of  employment  or  if sent by
registered  or  certified  mail  to  Executive at the last address Executive has
filed  with  the  Company.  In  the  case  of  the  Company,  such  notices  or
communications shall be effectively delivered if sent by registered or certified
mail  to  the  Company  at  its  principal  executive  offices.

          (h)     Controlling  Law.  This  Agreement  shall  be governed by, and
                  ----------------
construed  in  accordance with, the laws of the State of Texas without regard to
conflict  of  law.

          (i)     Full Settlement; Withholding.  If Executive is entitled to and
                  ----------------------------
receives the benefits provided hereunder, performance of the  obligations of the
Company  hereunder  will constitute full settlement of all claims that Executive
might otherwise assert against the Company on account of Executive's termination
of employment.  Any separation benefits paid pursuant to this Agreement shall be
deemed  to  be  a  separation  payment  and  not  "Compensation" for purposes of
determining  benefits  under  the  Company's  qualified plans (unless and to the
extent  that any such qualified plan expressly provides otherwise), and shall be
subject  to  any  required  tax  withholding.

          (j)     Unfunded Obligation.  The obligation to pay amounts under this
                  -------------------
Agreement is an unfunded obligation of the Company (including its subsidiaries),
and  no  such  obligation shall create a trust or be deemed to be secured by any
pledge  or  encumbrance  on  any  property  of  the  Company  (including  its
subsidiaries).


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          (k)     Not  a  Contract  of  Employment.  This Agreement shall not be
                  --------------------------------
deemed  to  constitute  a contract of employment, nor shall any provision hereof
affect (i) the right of the Company (or its subsidiaries) to discharge Executive
at  will  or  (ii)  the  terms and conditions of any other agreement between the
Company  and  Executive  except  as  provided  herein.

          (l)     Number and Gender.  Wherever appropriate herein, words used in
                  -----------------
the singular shall include the plural and the plural shall include the singular.
The  masculine  gender  where  appearing  herein  shall be deemed to include the
feminine  gender.

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the
   15   day of  May   , 2000.
-------       --------

                                        "EXECUTIVE"


                                        /s/  J Mitchell
                                        ----------------------------------------

                                        "COMPANY"

                                        DA  CONSULTING  GROUP,  INC.



                                        By:  /s/  V.L. Pierpont
                                            ------------------------------------
                                            Name:  V.L. Pierpont
                                                 -------------------------------
                                            Title:  Chairman
                                                  ------------------------------



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