The undersigned Registrant (the “Company”) hereby amends its Annual Report on Form 10-K forthe fiscal year ended March 31, 2002 (“fiscal 2002”) as follows:   1.Deleting in its entirety from Part IV, Item 14, Financial Statement Schedules the “Consolidated Balance Sheets March 31, 2001 and 2002” andsubstituting in lieu thereof the “Consolidated Balance Sheets March 31, 2001 and 2002” set forth below to reflect the correction of the“Class A Common Stock authorized” as of March 31, 2002 from 100,000 to 200,000 and “ClassB Common Stock authorized” as of March 31, 2002 from 20,000 to 100,000. 
 **DIAMONDCLUSTER INTERNATIONAL, INC** **CONSOLIDATED BALANCE SHEETS** **March 31, 2001 and 2002**(In thousands, except per share data)   **Assets**  **2001**   **2002**  Current assets:          Cash and cash equivalents  $151,358   $96,773 Accounts receivable, net of allowance of $2,028 and $1,089as of March 31, 2001 and 2002, respectively   32,879    22,131 Income taxes receivable   —      1,321 Prepaid expenses and short-term deferred taxes   18,153    9,417       Total current assets   202,390    129,642 Computers, equipment, leasehold improvements and software, net   16,182    15,789 Investments          Other assets and long-term deferred taxes   8,084    20,566 Goodwill, net   295,600    235,179 Deferred organization costs, net   —      —         Total assets  $522,256   $401,176      **Liabilities and Stockholders’ Equity**           Current liabilities:          Accounts payable  $7,824   $6,277 Note payable, current portion   500    —   Accrued compensation   28,336    —   Deferred revenue   2,684    893 Taxes payable   11,027    —   Other accrued liabilities   19,518    18,908       Total current liabilities   69,889    26,078       Stockholders’ equity:          Preferred Stock, $1.00 par value, 2,000 shares authorized, no shares issued   —      —   Class A Common Stock, $.001 par value, 200,000 shares authorized, 23,659and 27,497 shares issued as of March 31, 2001and 2002, respectively   24    27 Class B Common Stock, $.001 par value, 100,000 shares authorized, 8,752and 6,562 shares issued as of March 31, 2001 and2002, respectively   9    7 Additional paid-in capital   652,234    659,844 Unearned compensation   (177,375)   (121,340)Notes receivable from sale of common stock   (332)   (80)Unrealized gain on investment   —      —   Accumulated other comprehensive income   (1,249)   (2,810)Retained earnings (accumulated deficit)   19,812    (113,860)         493,123    421,788  Less Common Stock in treasury, at cost, 2,016 shares held at March 31, 2001 and2,424 shares held at March 31, 2002   40,756    46,690       Total stockholders’ equity   452,367    375,098       Total liabilities and stockholders’ equity  $522,256   $401,176       See accompanying notes to conoslidated financial statements 
 **SIGNATURES** Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.   **DIAMONDCLUSTER INTERNATIONAL, INC.**  By /S/    MELVYN E.BERGSTEIN          Melvyn E. Bergstein  Chairman and Chief Executive Officer  Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.   **Signature**  **                        Title**  **        Date** *Melvyn E. Bergstein   Chairman and Chief Executive Officer(PrincipalExecutive Officer)   July 23, 2002*Karl E. Bupp  Chief Financial Officer and Treasurer(Principal Financial and AccountingOfficer)  July 23, 2002*Adam J. Gutstein  President, North America and Director  July 23, 2002*Javier Rubio  President, Europe and Latin America and Director  July 23, 2002*John J. Sviokla  Vice Chairman and Director  July 23, 2002*Edward R. Anderson  Director  July 23, 2002*Donald R. Caldwell  Director  July 23, 2002*Mark L. Gordon  Director  July 23, 2002*Alan C. Kay  Director  July 23, 2002*John D. Loewenberg  Director  July 23, 2002*Michael E. Mikolajczyk  Director  July 23, 2002*Christopher J. Moffitt  Director  July 23, 2002*Pedro Nueno  Director  July 23, 2002*Arnold R. Weber  Director  July 23, 2002 *By: Melvyn E. Bergstein, Attorney-in-Fact