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EX-10.6

                AMENDMENT #3 TO THE EMPLOYEE STOCK PURCHASE PLAN

                                                                         EX-10.6

                               THIRD AMENDMENT TO
                             THE METZLER GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

     The Metzler Group, Inc. Employee Stock Purchase Plan ("Plan") is hereby
amended, effective September 15, 1998, as follows:

1.   Section 3 ("Eligibility") shall be amended to read as follows:

     "All Employees, except those individuals listed on Exhibit A, Section 16
     Individuals, of the Insider Trader and Tipping Policy of The Metzler Group,
     Inc., shall be eligible to participate in the Plan on the Effective Date.
     Subject to the enrollment limitations of Section 6, each other Employee of
     the Company and/or an Affiliate shall be eligible to participate on the
     Offering Date coincident with or next following the Employee's first date
     of employment."

2.   Section 6(a) ("Participation") shall be amended to read as follows:

     "Each Employee may become a Participant in the Plan by authorizing a
     payroll deduction on a form provided by the Committee. Such authorization
     shall become effective on the next Offering Date following the delivery of
     the authorization form to the Committee; provided (i) that the Employee is
     eligible under Section 3 to participate in the Plan on such day and (ii)
     that if the authorization form is delivered to the Committee less than
     fifteen (15) days prior to the Offering Date, it shall become effective on
     the next Offering Date that is fifteen (15) or more days following delivery
     of the authorization form to the Committee. The Committee may, in its
     discretion, waive such fifteen (15) day delivery period for Employees of
     newly-acquired Affiliates."

3.   Section 7(b) ("Purchase of Shares") shall be amended to read as
     follows:

     "The purchase price for the shares of Common Stock to be purchased with
     payroll deductions from the Participant shall be equal to eighty-five
     percent (85%) of the lesser of (i) the "fair market value" of a share of
     Common Stock on the Offering Date (or, if later, on the date the
     Participant's authorization form becomes effective, as set forth in Section
     6), or (ii) the "fair market value" of a share on the Purchase Date. Fair
     market value shall be defined as the closing sales price of the Common
     Stock on the largest national securities exchange on which such Common
     Stock is listed at the time the Common Stock is to be valued. If the Common
     Stock is not then listed on any such exchange, the fair market value shall
     be the closing sales price if such is reported or otherwise the mean
     between the closing "Bid" and the closing "Ask" prices, if any, as reported
     in the National Association of Securities Dealers Automated Quotation
     System ("NASDAQ") for the date of valuation, or if none, on the most recent
     trade date thirty (30) days or less prior to the date of valuation for
     which such quotations are reported. If the Common Stock is not then listed
     on any such exchange or quoted in NASDAQ, the fair market value shall be
     the mean between the average of the "Bid" and the average of the "Ask"
     prices, if any, as reported in the National Daily Quotation Service for the
     date of valuation, or, if none, for the most recent trade date thirty (30)
     days or less prior to the date of valuation for which such quotations are
     reported. If the fair market value cannot be determined under the
     proceeding three sentences, it shall be determined in good faith by the
     Committee."
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4.   Section 9 ("Cessation of Participation") shall be amended to read as
     follows:

     "A Participant may cease participation in the Plan at any time by notifying
     the Committee in writing of his intent to cease his participation. If such
     notice is received by the Committee, the Company shall distribute to the
     Participant all of his accumulated payroll deductions, without interest. If
     any Participant ceases participation in the Plan, no further Compensation
     deductions shall be made on his behalf after the effective date of his
     cessation, except in accordance with a new authorization form filed with
     the Committee as provided in Section 6. Notwithstanding anything herein
     contained to the contrary, if a Participant ceases participation in the
     Plan, as required under Section 8 hereof, he shall not be eligible to again
     participate in the Plan until the next Offering Date that is coincident
     with or next follows the expiration of two (2) full Offering Periods
     following the date such participation ceased."

     IN WITNESS WHEREOF, The Metzler Group, Inc. has caused this Amendment to be
executed by its officer hereto duly authorized this 10th day of September, 1998.

                                        The Metzler Group, Inc.,
                                        a Delaware Corporation


                                        By: Barry Cain
                                        Its: Vice President