<PAGE>   1
                    AS FILED WITH THE SECURITIES AND EXCHANGE
                        COMMISSION ON DECEMBER __, 1999.


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                     36-4069408
   (State or other jurisdiction of             (IRS Employer Identification No.)
    incorporation or organization)

                       875 N. MICHIGAN AVENUE, SUITE 3000
                             CHICAGO, ILLINOIS 60611
                                 (312) 255-5000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

       DIAMOND TECHNOLOGY PARTNERS INCORPORATED ADVISORS STOCK OPTION PLAN
                              (FULL TITLE OF PLAN)

               NANCY K. BELLIS, VICE PRESIDENT AND GENERAL COUNSEL
                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
                       875 N. MICHIGAN AVENUE, SUITE 3000
                             CHICAGO, ILLINOIS 60611
                                 (312) 255-5000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

TITLE OF SECURITIES TO     AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT
BE REGISTERED)             REGISTERED(1)    OFFERING PRICE PER     AGGREGATE OFFERING    OF REGISTRA-
                                               SHARE(1)                 PRICE             TION FEE
<S>                        <C>              <C>                    <C>                   <C>
Class A Common Stock         350,000             $63               $22,050,000            $5,821.20
par value $.001 per
share
</TABLE>

1.    Computed in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the registration fee. Computation
      based upon the average of the high and low prices of the Class A Common
      Stock of the Registrant as reported on the Nasdaq National Market as of
      closing on December 3, 1999.


<PAGE>   2
                                     PART I
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents that have been filed with the Securities and
Exchange Commission (the "Commission") by Diamond Technology Partners
Incorporated (the "Company") are incorporated herein by reference:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999 (File No. 000-22125), containing audited financial statements for
the Company's latest fiscal year;

      (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (File No.
000-22125) since the end of the fiscal year covered by the Annual Report on Form
10-K referenced above; and

      (c) The description of the Class A Common Stock which is contained in the
registration statement on Form 8A filed with the Commission (File No. 000-22125)
under the Exchange Act, including any subsequent amendment or any report filed
for the purpose of updating such description.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

      Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

      This Registration Statement relates to the Class A Common Stock, par value
$0.001 per share (the "Class A Common Stock") of the Registrant.

      The authorized capital stock of the Registrant consists of 40,000,000
shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, and
2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred
Stock").

      Class A Common Stock is entitled to one vote per share and Class B Common
Stock is entitled to five votes per share on all matters submitted to a vote of
holders of Common Stock. Class B Common Stock may be owned beneficially or of
record only by Permitted Holders (as defined below). In the event that any share
of Class B Common Stock is transferred to any party other than a Permitted
Holder or if a beneficial or record holder of a share of Class B Common Stock
ceases to be a Permitted Holder, the share automatically and immediately shall
be converted into a share of Class A Common Stock. Shares of Class A Common
Stock may not be converted into shares of Class B Common Stock.


                                       2

<PAGE>   3
      "Permitted Holders" of Class B Common Stock are (i) persons who are
employees of the Company or any of its majority-owned subsidiaries and (ii) the
Company. A person shall cease to be a Permitted Holder on the date on which he
or she ceases to be an employee of the Company or any of its majority-owned
subsidiaries.

      The holders of Class A Common Stock and Class B Common Stock (together,
the "Common Stock") do not have cumulative voting rights. The election of
directors is determined by a plurality of votes cast and, except as otherwise
required by law or the Certificate of Incorporation of the Company, all other
matters are determined by a majority of the votes cast. All of the holders of
the Class B Common Stock have granted proxies to the Chief Executive Officer of
the Company to vote their shares. Accordingly, the Chief Executive Officer will
have the voting power to elect the Company's entire Board of Directors.

      The holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of funds
legally available therefor, subject to any preferential dividend rights of
outstanding Preferred Stock. Upon the liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive ratably the net
assets of the Company available after the payment of all debts and other
liabilities. Holders of the Common Stock have no preemptive, subscription,
redemption or conversion rights other than as described herein. The outstanding
shares of Common Stock are, and the shares offered by the Company under the
Diamond Technology Partners Incorporated 1998 Equity Incentive Plan will be,
when issued and paid for in accordance with the plan and the forms of stock
option agreement thereunder, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series of
Preferred Stock, which the Company may designate and issue in the future.

      The Company, by resolution of the Board of Directors and without any
further vote or action by the stockholders, has the authority, subject to
certain limitations prescribed by law, to issue from time to time up to an
aggregate of 2,000,000 shares of Preferred Stock in one or more classes or
series and to determine the designation and the number of shares of any class or
series as well as the voting rights, preferences, limitations and special
rights, if any, of the shares of any such class or series, including the
dividend rights, dividend rates, conversion rights and terms, voting rights,
redemption rights and terms, and liquidation preferences. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company. As of the date hereof, there are no shares of
Preferred Stock outstanding, and the Company has no present plans to issue any
shares of Preferred Stock.

      The Company has adopted a number of provisions in its charter and bylaws
that may make a change in control difficult, if not impossible, and therefore
may tend to discourage an unsolicited or unfriendly takeover bid. The Company's
Class B Common Stock is entitled to five votes per share. All of the issued and
outstanding Class B Common Stock is owned, and after the Offering will continue
to be owned, by employee stockholders of the Company, all of whom have granted
proxies to the Chief Executive Officer of the Company to vote their shares.
Therefore, the Chief Executive Officer (or his successors) will have the power
to determine all matters submitted to a vote of Stockholders, including any
matter related to a change in control of the Company. The charter and bylaws of
the Company also provide that special stockholders meetings may be called only
by the Chairman of the Board of Directors, by the Secretary at the direction of
the Board of Directors, or by stockholders holding at least 30% of the issued
and outstanding shares of outstanding Common Stock. Notice of stockholder
proposals at annual meetings of stockholders must be presented to the Company at
least 45 days prior to the date of the meeting; provided, however, that if less
than 60 days' notice is given to stockholders, notice of stockholder proposals
must be presented to the Company no later than 15 days following the day on
which notice of the annual meeting was given. In addition, the Company's 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 the Board of Directors.


                                       3

<PAGE>   4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Nancy K. Bellis is Vice President and General Counsel of the Company. As
of the date hereof, Ms. Bellis has been granted options to acquire 37,500 shares
of Class B Common Stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Registrant's By-laws require the Registrant to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed proceeding by reason of the fact that he is or was a
director or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee, fiduciary or agent of another
corporation, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such proceeding if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any such criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Such
indemnification as to expenses is mandatory to the extent the individual is
successful on the merits of the matter. Delaware law permits the Registrant to
provide similar indemnification to employees and agents who are not directors or
officers. The determination of whether an individual meets the applicable
standard of conduct may be made by the disinterested directors, independent
legal counsel or the stockholders. Delaware law also permits indemnification in
connection with a proceeding brought by or in the right of the Registrant to
procure a judgment in its favor. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended (the "Act") may be
permitted to directors, officers, or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
The Registrant maintains a directors and officers liability insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.



                                       4

<PAGE>   5
ITEM 8. EXHIBITS

EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT

4.1                 Restated Certificate of Incorporation of the Company filed
                    as Exhibit 3.1 to the Company's Registration Statement on
                    Form S-1 and any amendments thereto (filed with the
                    Commission on February 21, 1997, (File No. 333-17785) (the
                    "Form S-1"), and hereby incorporated by reference).

4.2                 Amended and Restated By-laws of the Company (filed as
                    Exhibit 3.2 to the Form S-1 and hereby incorporated by
                    reference).

4.3                 Diamond Technology Partners Incorporated Form of Stock
                    Option Agreement.

5.1                 Opinion of the Company's Vice President and General Counsel
                    as to the legality of the securities being registered.

23.1                Consent of the Company's Vice President and General Counsel
                    (included in her opinion filed as Exhibit 5.1).

23.2                Consent of KPMG LLP.

ITEM 9. UNDERTAKINGS

      (a) The undersigned Company hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

      (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

      (ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and

      (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

      PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

      (2) That, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                       5

<PAGE>   6
      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.




                                       6

<PAGE>   7
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 6th day of
December, 1999.

                                       DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                                       By: /s/ MELVYN E. BERGSTEIN
                                       ---------------------------------------
                                       Melvyn E. Bergstein, Chairman and Chief
                                       Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Management Committee of Diamond Technology Partners Incorporated (which
administers the employee benefit plan) has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of Chicago, State of Illinois on the 6th day of December, 1999.

                                       Diamond Technology Partners Incorporated
                                       Advisors Stock Option Plan

                                       By: /s/ MELVYN E. BERGSTEIN
                                       -----------------------------
                                       Melvyn E. Bergstein
                                       Management Committee Chairman

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Melvyn E. Bergstein and Michael E.
Mikolajczyk, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorneys-in fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 6th day of December, 1999.

     SIGNATURE                                  TITLE

/s/ MELVYN E. BERGSTEIN              Director, Chairman and Chief Executive
----------------------------         Officer (Principal Executive Officer)
Melvyn E. Bergstein

 /s/ MICHAEL E. MIKOLAJCZYK          Director and President
----------------------------
Michael E. Mikolajczyk

 /s/ KARL E. BUPP                    Vice President and Chief Financial Officer
----------------------------         (Principal Accounting Officer)
Karl E. Bupp



                                       7
<PAGE>   8
  SIGNATURE                                      TITLE


/s/ ADAM J. GUTSTEIN                 Director and Chief Operating Officer
-----------------------------
Adam J. Gutstein

/s/ CHRISTOPHER J. MOFFIT            Director
-----------------------------
Christopher J. Moffit

/s/ JOHN J. SVIOKLA                  Director
-----------------------------
John J. Sviokla

/s/ EDWARD R. ANDERSEN               Director
-----------------------------
Edward R. Andersen

 /s/ DONALD R. CALDWELL              Director
-----------------------------
Donald R. Caldwell

 /s/ ALAN KAY                        Director
-----------------------------
Alan Kay

 /s/ JOHN D. LOEWENBERG              Director
-----------------------------
John D. Loewenberg

/s/ MARK L. GORDON                   Director
-----------------------------
Mark L. Gordon

/s/ ARNOLD R. WEBER                  Director
-----------------------------
Arnold R. Weber



                                       8

<PAGE>   9
             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>
EXHIBIT NUMBER      DESCRIPTION OF DOCUMENT                                            PAGE
<S>                 <C>                                                                <C>

4.1                 Restated Certificate of Incorporation of the Company filed
                    as Exhibit 3.1 to the Company's Registration Statement on
                    Form S-1 and any amendments thereto (filed with the
                    Commission on February 21, 1997, (File No. 333-17785) (the
                    "Form S-1"), and hereby incorporated by reference).

4.2                 Amended and Restated By-laws of the Company (filed as
                    Exhibit 3.2 to the Form S-1 and hereby incorporated by
                    reference).

4.3                 Diamond Technology Partners Incorporated Form of Stock
                    Option Agreement.

5.1                 Opinion of the Company's Vice President and General Counsel
                    as to the legality of the securities being registered.

23.1                Consent of the Company's Vice President and General Counsel
                    (included in her opinion filed as Exhibit 5.1).

23.2                Consent of KPMG LLP.
</TABLE>


                                       9
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1
                    AS FILED WITH THE SECURITIES AND EXCHANGE
                        COMMISSION ON DECEMBER __, 1999.

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                     36-4069408
   (State or other jurisdiction of             (IRS Employer Identification No.)
    incorporation or organization)

                       875 N. MICHIGAN AVENUE, SUITE 3000
                             CHICAGO, ILLINOIS 60611
                                 (312) 255-5000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

       DIAMOND TECHNOLOGY PARTNERS INCORPORATED ADVISORS STOCK OPTION PLAN
                              (FULL TITLE OF PLAN)

               NANCY K. BELLIS, VICE PRESIDENT AND GENERAL COUNSEL
                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
                       875 N. MICHIGAN AVENUE, SUITE 3000
                             CHICAGO, ILLINOIS 60611
                                 (312) 255-5000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO     AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT
BE REGISTERED)             REGISTERED(1)    OFFERING PRICE PER     AGGREGATE OFFERING    OF REGISTRA-
                                               SHARE(1)                 PRICE             TION FEE
Class A Common Stock         350,000             $63               $22,050,000            $5,821.20
par value $.001 per
share
1.    Computed in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the registration fee. Computation
      based upon the average of the high and low prices of the Class A Common
      Stock of the Registrant as reported on the Nasdaq National Market as of
      closing on December 3, 1999.
2
                                     PART I
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents that have been filed with the Securities and
Exchange Commission (the "Commission") by Diamond Technology Partners
Incorporated (the "Company") are incorporated herein by reference:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999 (File No. 000-22125), containing audited financial statements for
the Company's latest fiscal year;

      (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (File No.
000-22125) since the end of the fiscal year covered by the Annual Report on Form
10-K referenced above; and

      (c) The description of the Class A Common Stock which is contained in the
registration statement on Form 8A filed with the Commission (File No. 000-22125)
under the Exchange Act, including any subsequent amendment or any report filed
for the purpose of updating such description.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

      Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

      This Registration Statement relates to the Class A Common Stock, par value
$0.001 per share (the "Class A Common Stock") of the Registrant.

      The authorized capital stock of the Registrant consists of 40,000,000
shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, and
2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred
Stock").

      Class A Common Stock is entitled to one vote per share and Class B Common
Stock is entitled to five votes per share on all matters submitted to a vote of
holders of Common Stock. Class B Common Stock may be owned beneficially or of
record only by Permitted Holders (as defined below). In the event that any share
of Class B Common Stock is transferred to any party other than a Permitted
Holder or if a beneficial or record holder of a share of Class B Common Stock
ceases to be a Permitted Holder, the share automatically and immediately shall
be converted into a share of Class A Common Stock. Shares of Class A Common
Stock may not be converted into shares of Class B Common Stock.

                                       2
3
      "Permitted Holders" of Class B Common Stock are (i) persons who are
employees of the Company or any of its majority-owned subsidiaries and (ii) the
Company. A person shall cease to be a Permitted Holder on the date on which he
or she ceases to be an employee of the Company or any of its majority-owned
subsidiaries.

      The holders of Class A Common Stock and Class B Common Stock (together,
the "Common Stock") do not have cumulative voting rights. The election of
directors is determined by a plurality of votes cast and, except as otherwise
required by law or the Certificate of Incorporation of the Company, all other
matters are determined by a majority of the votes cast. All of the holders of
the Class B Common Stock have granted proxies to the Chief Executive Officer of
the Company to vote their shares. Accordingly, the Chief Executive Officer will
have the voting power to elect the Company's entire Board of Directors.

      The holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of funds
legally available therefor, subject to any preferential dividend rights of
outstanding Preferred Stock. Upon the liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive ratably the net
assets of the Company available after the payment of all debts and other
liabilities. Holders of the Common Stock have no preemptive, subscription,
redemption or conversion rights other than as described herein. The outstanding
shares of Common Stock are, and the shares offered by the Company under the
Diamond Technology Partners Incorporated 1998 Equity Incentive Plan will be,
when issued and paid for in accordance with the plan and the forms of stock
option agreement thereunder, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series of
Preferred Stock, which the Company may designate and issue in the future.

      The Company, by resolution of the Board of Directors and without any
further vote or action by the stockholders, has the authority, subject to
certain limitations prescribed by law, to issue from time to time up to an
aggregate of 2,000,000 shares of Preferred Stock in one or more classes or
series and to determine the designation and the number of shares of any class or
series as well as the voting rights, preferences, limitations and special
rights, if any, of the shares of any such class or series, including the
dividend rights, dividend rates, conversion rights and terms, voting rights,
redemption rights and terms, and liquidation preferences. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company. As of the date hereof, there are no shares of
Preferred Stock outstanding, and the Company has no present plans to issue any
shares of Preferred Stock.

      The Company has adopted a number of provisions in its charter and bylaws
that may make a change in control difficult, if not impossible, and therefore
may tend to discourage an unsolicited or unfriendly takeover bid. The Company's
Class B Common Stock is entitled to five votes per share. All of the issued and
outstanding Class B Common Stock is owned, and after the Offering will continue
to be owned, by employee stockholders of the Company, all of whom have granted
proxies to the Chief Executive Officer of the Company to vote their shares.
Therefore, the Chief Executive Officer (or his successors) will have the power
to determine all matters submitted to a vote of Stockholders, including any
matter related to a change in control of the Company. The charter and bylaws of
the Company also provide that special stockholders meetings may be called only
by the Chairman of the Board of Directors, by the Secretary at the direction of
the Board of Directors, or by stockholders holding at least 30% of the issued
and outstanding shares of outstanding Common Stock. Notice of stockholder
proposals at annual meetings of stockholders must be presented to the Company at
least 45 days prior to the date of the meeting; provided, however, that if less
than 60 days' notice is given to stockholders, notice of stockholder proposals
must be presented to the Company no later than 15 days following the day on
which notice of the annual meeting was given. In addition, the Company's 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 the Board of Directors.

                                       3
4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Nancy K. Bellis is Vice President and General Counsel of the Company. As
of the date hereof, Ms. Bellis has been granted options to acquire 37,500 shares
of Class B Common Stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Registrant's By-laws require the Registrant to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed proceeding by reason of the fact that he is or was a
director or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee, fiduciary or agent of another
corporation, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such proceeding if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any such criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Such
indemnification as to expenses is mandatory to the extent the individual is
successful on the merits of the matter. Delaware law permits the Registrant to
provide similar indemnification to employees and agents who are not directors or
officers. The determination of whether an individual meets the applicable
standard of conduct may be made by the disinterested directors, independent
legal counsel or the stockholders. Delaware law also permits indemnification in
connection with a proceeding brought by or in the right of the Registrant to
procure a judgment in its favor. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended (the "Act") may be
permitted to directors, officers, or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
The Registrant maintains a directors and officers liability insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                       4
5
ITEM 8. EXHIBITS

EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT

4.1                 Restated Certificate of Incorporation of the Company filed
                    as Exhibit 3.1 to the Company's Registration Statement on
                    Form S-1 and any amendments thereto (filed with the
                    Commission on February 21, 1997, (File No. 333-17785) (the
                    "Form S-1"), and hereby incorporated by reference).

4.2                 Amended and Restated By-laws of the Company (filed as
                    Exhibit 3.2 to the Form S-1 and hereby incorporated by
                    reference).

4.3                 Diamond Technology Partners Incorporated Form of Stock
                    Option Agreement.

5.1                 Opinion of the Company's Vice President and General Counsel
                    as to the legality of the securities being registered.

23.1                Consent of the Company's Vice President and General Counsel
                    (included in her opinion filed as Exhibit 5.1).

23.2                Consent of KPMG LLP.

ITEM 9. UNDERTAKINGS

      (a) The undersigned Company hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

      (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

      (ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and

      (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

      PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

      (2) That, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       5
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      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       6
7
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 6th day of
December, 1999.

                                       DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                                       By: /s/ MELVYN E. BERGSTEIN
                                       ---------------------------------------
                                       Melvyn E. Bergstein, Chairman and Chief
                                       Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Management Committee of Diamond Technology Partners Incorporated (which
administers the employee benefit plan) has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of Chicago, State of Illinois on the 6th day of December, 1999.

                                       Diamond Technology Partners Incorporated
                                       Advisors Stock Option Plan

                                       By: /s/ MELVYN E. BERGSTEIN
                                       -----------------------------
                                       Melvyn E. Bergstein
                                       Management Committee Chairman

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Melvyn E. Bergstein and Michael E.
Mikolajczyk, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorneys-in fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 6th day of December, 1999.

     SIGNATURE                                  TITLE

/s/ MELVYN E. BERGSTEIN              Director, Chairman and Chief Executive
----------------------------         Officer (Principal Executive Officer)
Melvyn E. Bergstein

 /s/ MICHAEL E. MIKOLAJCZYK          Director and President
----------------------------
Michael E. Mikolajczyk

 /s/ KARL E. BUPP                    Vice President and Chief Financial Officer
----------------------------         (Principal Accounting Officer)
Karl E. Bupp

                                       7
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  SIGNATURE                                      TITLE

/s/ ADAM J. GUTSTEIN                 Director and Chief Operating Officer
-----------------------------
Adam J. Gutstein

/s/ CHRISTOPHER J. MOFFIT            Director
-----------------------------
Christopher J. Moffit

/s/ JOHN J. SVIOKLA                  Director
-----------------------------
John J. Sviokla

/s/ EDWARD R. ANDERSEN               Director
-----------------------------
Edward R. Andersen

 /s/ DONALD R. CALDWELL              Director
-----------------------------
Donald R. Caldwell

 /s/ ALAN KAY                        Director
-----------------------------
Alan Kay

 /s/ JOHN D. LOEWENBERG              Director
-----------------------------
John D. Loewenberg

/s/ MARK L. GORDON                   Director
-----------------------------
Mark L. Gordon

/s/ ARNOLD R. WEBER                  Director
-----------------------------
Arnold R. Weber

                                       8
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             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER      DESCRIPTION OF DOCUMENT                                            PAGE
4.1                 Restated Certificate of Incorporation of the Company filed
                    as Exhibit 3.1 to the Company's Registration Statement on
                    Form S-1 and any amendments thereto (filed with the
                    Commission on February 21, 1997, (File No. 333-17785) (the
                    "Form S-1"), and hereby incorporated by reference).

4.2                 Amended and Restated By-laws of the Company (filed as
                    Exhibit 3.2 to the Form S-1 and hereby incorporated by
                    reference).

4.3                 Diamond Technology Partners Incorporated Form of Stock
                    Option Agreement.

5.1                 Opinion of the Company's Vice President and General Counsel
                    as to the legality of the securities being registered.

23.1                Consent of the Company's Vice President and General Counsel
                    (included in her opinion filed as Exhibit 5.1).

23.2                Consent of KPMG LLP.
9