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Exhibit 99.1

RISK FACTORS

You should carefully consider the risks described below. The risks
described are not the only ones we face. Any of the following risks could have
a material adverse effect on our business, financial condition and operating
results. You should also refer to the other information contained in this
report, including our financial statements and the related notes.

A Significant or Prolonged Economic Downturn Could Have a Material Adverse
Effect on Our Results of Operations.

Our results of operations are affected by the level of business activity
of our clients, which in turn is affected by the level of economic activity in
the industries and markets that they serve. A decline in the level of business
activity of our clients could have a material adverse effect on our revenues
and profit margin. Current economic conditions have caused some clients to
reduce or defer their expenditures for consulting services. This has caused a
reduction in our revenue level in the fiscal year ended March 31, 2003 as
compared with the fiscal year ended March 31, 2002. Net revenues (before
out-of-pocket expense reimbursements) for the fiscal year ended March 31, 2003
decreased by 27% from the fiscal year ended March 31, 2002. We have
implemented and will continue to implement cost-savings initiatives to manage
our expenses as a percentage of revenues. However, current and future
cost-management initiatives may not be sufficient to maintain our margins if
the current challenging economic environment continues for several quarters.

Our Quarterly Operating Results Will Vary From Quarter to Quarter, Which May
Result in Increased Volatility of Our Share Price.

We have experienced, and may in the future continue to experience,
fluctuations in our quarterly operating results. These fluctuations could
reduce the market price of our Common Stock.

Factors that may cause our quarterly operating results to vary include:



| |  |  | the business decisions of our clients regarding the use of our services;                
| | - |  | ----------------------------------------------------------------------------------------
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| |  |  | the timing of projects and their termination;                                           
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| |  |  | the timing of revenue or income;                                                        
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| |  |  | our ability to transition employees quickly from completed projects to new engagements; 
|
| |  |  | the introduction of new products or services by us or our competitors;                  
|
| |  |  | changes in our pricing policies or those of our competitors;                            
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| |  |  | our ability to manage costs, including personnel costs and support services costs; and  
|
| |  |  | global economic and political conditions and related risks, including acts of terrorism.

The timing of revenues is difficult to forecast because our sales cycle is
relatively long and our services are affected by both the financial condition
and management decisions of our clients and general economic conditions. A high
percentage of our expenses are relatively fixed at the beginning of any period.
Because our general policy is not to adjust our staffing levels based upon what
we view as short-term circumstances, a variation in the timing, initiation or
completion of client assignments, particularly at or near the end of any
quarter, can cause significant variations in operating results from quarter to
quarter and could result in losses for any particular period.

Our Profitability Will Suffer If We Are Not Able to Maintain Our Pricing and
Utilization Rates and Control Our Costs.

Our profit margin, and therefore our profitability, is largely a function
of the rates we are able to recover for our services and the utilization rate,
or chargeability, of our professionals. Accordingly, if we are not able to
maintain the pricing for our services or an appropriate utilization rate for
our professionals and correspondingly reduce our costs, we will not be able to
sustain our profit margin and our profitability will suffer. We are currently
experiencing pressure on our pricing as a result of the challenging economic
environment. The rates we are able to recover for our services are affected by
a number of factors, including:



| |  |  | our clients perception of our ability to add value through our services;
| | - |  | -------------------------------------------------------------------------
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| |  |  | competition;                                                             
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| |  |  | introduction of new services or products by us or our competitors;       
|
| |  |  | pricing policies of our competitors; and                                 
|
| |  |  | general economic conditions.                                             

Our utilization rates are also affected by a number of factors, including:



| |  |  | seasonal trends, primarily as a result of our hiring cycle and holiday and summer
vacations (particularly in Europe);                   
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | our ability to transition employees from completed projects to new engagements; and                                                     
|
| |  |  | our ability to forecast demand for our services and thereby maintain an appropriate
headcount in the appropriate areas of our workforce.

Our profitability is also a function of our ability to control our costs
and improve our efficiency. Current and future cost reduction initiatives may
not be sufficient to maintain our margins if the current challenging economic
environment continues for several quarters.

Our Global Operations Pose Complex Management, Foreign Currency, Legal, Tax and
Economic Risks, Which We May Not Adequately Address.

We conduct business in a number of countries around the world. In the
fiscal year ended March 31, 2003, approximately 59% of our revenues were
attributable to activities in North America, 31% of our revenues were
attributable to our activities in Europe, and 10% of our revenues were
attributable to our activities in the Latin America, Asia/Pacific and Africa.
As a result, we are subject to a number of risks, including:



| |  |  | the burdens of complying with a wide variety of national and local laws;                        
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| |  |  | multiple and possibly overlapping and conflicting tax laws;                                     
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| |  |  | successful conversion to global operating and financial systems;                                
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| |  |  | coordinating geographically separated organizations;                                            
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| |  |  | restrictions on the movement of cash;                                                           
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| |  |  | the absence in some jurisdictions of effective laws to protect our intellectual property rights;
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| |  |  | political instability;                                                                          
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| |  |  | currency fluctuations;                                                                          
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| |  |  | longer payment cycles;                                                                          





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| |  |  | restrictions on the import and export of certain technologies;       
| | - |  | ---------------------------------------------------------------------
|
| |  |  | price controls or restrictions on exchange of foreign currencies; and
|
| |  |  | trade barriers.                                                      

Our Revenues Could Be Adversely Affected by the Loss of a Significant Client or
the Failure to Collect a Large Account Receivable.

We have in the past derived, and may in the future derive, a significant
portion of our revenues from a relatively limited number of major clients.
From quarter to quarter, revenues from one or more individual clients may
exceed 10% of our revenues for the quarter. During the fiscal year ended March
31, 2003, we had no clients that individually accounted for greater than 10% of
our net revenues. If we lose any major clients or any of our clients cancel or
significantly reduce a large projects scope, we would lose a significant
amount of revenue. In addition, if we fail to collect a large account
receivable, we could be subject to significant financial exposure.

The Absence of Long-Term Contracts With Our Clients Reduces the Predictability
of Our Revenues.

Our clients are generally able to reduce or cancel their use of our
professional services without penalty and, in some circumstances, with little
notice. As a result, we believe that the number of clients or the number and
size of our existing projects are not reliable indicators or measures of future
revenue. We have in the past provided, and are likely in the future to provide,
services to clients without long-term agreements. When a client defers,
modifies or cancels a project, there is no assurance that we will be able to
rapidly redeploy our professionals to other projects in order to minimize the
underutilization of employees and the resulting adverse impact on operating
results. We may not be able to replace cancelled or reduced contracts with new
business with the result that our revenues and profits may decline.

Failure to Meet Client Expectations Could Result in Losses and Negative
Publicity.

A failure or inability by us or one of our subcontractors to meet a
clients expectations could damage our reputation and adversely affect our
ability to attract new business and result in delayed or lost revenues. Our
client engagements involve the creation, implementation and maintenance of
business systems and other applications that can be critical to our clients
businesses. We may be sued or unable to collect accounts receivable if a client
is not satisfied with our service.

Our client contracts may not protect us from liability for damages in the
event that we are sued. In addition, our general liability insurance coverage
may not continue to be available on reasonable terms or in sufficient amounts.
The successful assertion of any large claim against us or the failure by us to
collect a large account receivable could result in significant financial
exposure to us.

The Price for Our Common Stock Has Been Volatile and Unpredictable.

The price for our Class A Common Stock has been volatile. Our Class A
Common Stock has been listed on the NASDAQ National Market since February 1997.
The closing market price of the Class A Common Stock has experienced
variations, and since January 1, 1999 through June 5, 2003, our high and low
sales price has ranged from a high of $106.00 to a low of $1.38. The market
price of our Class A Common Stock may experience fluctuations in the future for
a variety of reasons. These include:



| |  |  | negative news about other publicly traded companies in our industry;               
| | - |  | -----------------------------------------------------------------------------------
| |  |  | general economic or stock market conditions unrelated to our operating performance;
| |  |  | quarterly variations in our operating results;                                     
| |  |  | changes in earnings estimates by analysts;                                         
| |  |  | announcements of new contracts or service offerings by us or our competitors;      
| |  |  | financial performance of the Company; and                                          
| |  |  | other events or factors.                                                           





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In addition, the stock market in recent years has experienced significant
price and volume fluctuations which have affected the market prices of
technology related companies. These fluctuations may continue to occur and
disproportionately impact our stock price.

An Inability to Keep Pace with Rapidly Changing Technology May Impair Our
Ability to Remain Competitive.

Our failure to develop business and technology consulting services that
keep pace with continuing changes in technology, evolving industry standards,
information technology and client preferences will result in decreased demand
for our services. Among our challenges in this area are the need to:



| |  |  | continue to develop our strategic and technical experience;
| | - |  | -----------------------------------------------------------
| |  |  | develop new services that meet changing client needs; and  
| |  |  | effectively use leading technologies.                      

We may not be able to meet these objectives on a timely or successful basis.

Competition in Our Industry is Intense and Could Harm Our Business.

Increased competition in our industry could result in price reductions,
reduced gross margins or loss of market share, any of which could seriously
harm our business. The business and technology consulting services market,
which includes a large number of participants, is subject to rapid
technological changes and is highly competitive. We compete with a number of
companies that have significantly greater financial, technical and marketing
resources, greater name recognition, and greater revenues than ours. We believe
that the principal competitive factors in our industry include:



| |  |  | diagnostic capabilities;                   
| | - |  | -------------------------------------------
| |  |  | effectiveness of strategic business models;
| |  |  | scope of services;                         
| |  |  | service delivery approach;                 
| |  |  | technical and industry expertise;          
| |  |  | perceived value; and                       
| |  |  | results orientation.                       

We believe that our ability to compete also depends in part on a number of
competitive factors outside of our control, including the ability of our
competitors to hire, retain and motivate senior consultants, the price at which
others offer comparable services, and the extent of our competitors
responsiveness to client needs. We may not be able to compete successfully with
our competitors in the future.

In addition, there are relatively low barriers to entry in our industry.
We do not own any patented technology that inhibits competitors from entering
that market or providing services similar to ours. As a result, new and unknown
market entrants could pose a threat to our business.

If We Are Unable to Protect Our Intellectual Property Rights or If We Infringe
Upon the Intellectual Property Rights of Others Our Business May Be Harmed.

Failure to secure or maintain protection of our intellectual property
could adversely affect our ability to service our clients and generate revenue.
We rely on a combination of non-disclosure and other contractual agreements and
copyright and trademark laws to protect our proprietary rights. We enter into
confidentiality agreements with our employees, require that our clients enter
into such agreements, and limit access to and distribution of our proprietary
information. However, these efforts may be insufficient to prevent
misappropriation of our proprietary information or to detect unauthorized use
of our intellectual property rights.

Ownership of intellectual property developed during our client engagements
is the subject of negotiation and is frequently assigned to the client upon
payment for our services. We generally retain the right to use any intellectual
property that is developed during a client engagement that is of general
applicability and is not specific to the clients project. Issues relating to
the ownership of and rights to use intellectual property developed during the
course of a client engagement can be complicated. Clients may demand assignment
of ownership or restrictions on our use of the work product. In addition,
disputes may arise that affect our ability to resell or reuse intellectual
property. We may have to pay economic damages in these disputes which could
adversely affect our business.





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Currency Exchange Rate Fluctuations Could Materially Adversely Affect Our
Results of Operations.

Approximately 41% of DiamondClusters revenue for the fiscal year ended
March 31, 2003 was derived from operations outside North America. The results
of operations for DiamondCluster in the future could be significantly affected
by factors associated with international operations, such as changes in foreign
currency exchange rates and uncertainties relative to regional economic or
political circumstances, as well as by other risks sometimes associated with
international operations. Since the revenue and expenses of DiamondClusters
foreign operations will generally be denominated in local currencies, exchange
rate fluctuations between such local currencies and the U.S. dollar subject us
to currency translation risk with respect to the reported results of our
foreign operations. As exchange rates fluctuate, these results, when
translated, may vary from expectations and adversely impact overall expected
results and profitability. Also, we may be subject to foreign currency
translation risks when transactions are denominated in a currency other than
the currency in which we incur expenses related to such transactions. There can
be no assurance that we will not experience fluctuations in financial results
from our operations outside the United States as a result of foreign currency
fluctuations, and there can be no assurance that we will be able to reduce
contractually or otherwise favorably affect the currency translation risk
associated with our operations.

We Must Build Recognition and Client Acceptance of Our Name.

DiamondCluster has invested significant efforts in building recognition
and client acceptance of its name. We believe that market acceptance of the
name DiamondCluster International, Inc. is an important aspect of our efforts
to retain and attract clients.

Promoting and maintaining name recognition depends largely on the success
of our marketing efforts and the ability of DiamondCluster to provide high
quality, reliable and cost-effective services. These efforts will require
significant expenses, which will affect our results of operations. Client
dissatisfaction with Company performance could diminish the value of our
brand.

Our Chief Executive Officer Controls a Significant Portion of the Voting Rights
Which Limits Your Ability to Influence Corporate Matters.

Our Chief Executive Officer controls a significant portion of our voting
stock. All of the holders of our Class B Common Stock have granted proxies to
our Chief Executive Officer to vote their shares. As of March 31, 2003, our
current Chief Executive Officer controls, individually or by proxy,
approximately 56% of the voting rights of our outstanding Common Stock. As a
result, he will have the voting power to significantly influence the election
of our board of directors and to affect all matters requiring stockholder
approval. In addition, an agreement among DiamondCluster and our partners
requires that our Chief Executive Officer be selected from our partners. This
significantly limits the number of qualified persons that may be considered for
that office. As a result, we may not be successful in attracting persons in the
future who are qualified to serve as our Chief Executive Officer.

The Failure to Integrate or Negotiate Successfully Any Future Acquisitions
Could Harm Our Business and Operating Results.

If we acquire businesses in the future and are unable to integrate
successfully these businesses, it could harm our business and operating
results. In order to remain competitive or to expand our business, we may find
it necessary or desirable to acquire other businesses, products or
technologies. We may be unable to identify appropriate acquisition candidates.
If we identify an appropriate acquisition candidate, we may not be able to
negotiate the terms of the acquisition successfully, to finance the acquisition
or to integrate the acquired businesses, products or technologies into our
existing business and operations. Further, completing a potential acquisition
and integrating an acquired business may strain our resources and require
significant management time. In addition, we may revalue or write-down the
value of goodwill and other intangible assets in connection with future
acquisitions which would harm our operating results.

We May Need to Raise Additional Capital in the Future Which May Not Be
Available.

We may not be able to raise capital in the future to meet our liquidity
needs and finance our operations and future growth. We were not profitable in
the last ten quarters and we may not be profitable in the future. We believe
that existing cash resources, the amounts available under our revolving line of
credit and cash generated from operations will be sufficient to satisfy our
operating cash needs at least through fiscal 2005. Any future decreases in our
operating income, cash flow, or stockholders equity may impair our future
ability to raise additional funds to finance operations. As a result, we may
not be able to maintain adequate liquidity to support our operations.





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Future Sales of Our Common Stock in the Public Market Could Cause the Price of
Our Stock to Decline.

In the future, our stockholders could sell substantial amounts of our
common stock in the public market which could cause our market price to
decline. A substantial number of outstanding shares of common stock and shares
of our common stock issuable upon exercise of outstanding stock options and
warrants will become eligible for future sale in the public market at various
times. An increase in the number of shares of our common stock in the public
market could adversely affect prevailing market prices and could impair our
future ability to raise capital through the sale of our equity securities.

Our Charter Documents and Delaware Law May Discourage an Acquisition of
DiamondCluster.

Provisions of our certificate of incorporation, by-laws, and Delaware law
could make it more difficult for a third party to acquire us, even if doing so
would be beneficial to our stockholders. We may issue shares of preferred stock
in the future without stockholder approval and upon such terms as our board of
directors may determine. Our issuance of this preferred stock could have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, a majority of our outstanding stock
and potentially prevent the payment of a premium to stockholders in an
acquisition. Our charter and by-laws also provide that special stockholders
meetings may be called only by our Chairman of the board of directors, by our
Secretary at the direction of our board of directors, or by stockholders
holding at least 30% of the voting power of the issued and outstanding shares
of outstanding common stock, with the result that any third-party takeover not
supported by the board of directors could be subject to significant delays and
difficulties. In addition, our board of directors is divided into three
classes, each of which serves for a staggered three-year term, which may make
it more difficult for a third party to gain control of our board of directors.

We Do Not Intend to Pay Dividends.

We have never paid any cash dividends on our common stock and do not
expect to declare or pay any cash or other dividends in the foreseeable future.