<PAGE>   1
                                      
                                      
             As filed with the Securities and Exchange Commission
                           on _______________, 1997
                                      
--------------------------------------------------------------------------------
                      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
                            1994 STOCK OPTION PLAN
            AMENDED AND RESTATED AS OF OCTOBER 21, 1996, as amended
                             (Full title of plan)
                                       

        MELVYN E. BERGSTEIN                              Copy to: 
Diamond Technology Partners Incorporated              MARK L. GORDON
 875 North Michigan Avenue, Suite 3000            Gordon & Glickson P.C.
      Chicago, Illinois   60611            444 North Michigan Avenue, Suite 3600
           (312) 255-5000                        Chicago, Illinois   60611
                                                         (312) 321-1700

(Name, address, including ZIP code, and telephone number, including area code,
                             of agent for service)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                                                    Proposed Maximum     Proposed Maximum
Title of Securities to   Amount to be Registered    Offering Price Per   Aggregate Offering      Amount of
     be Registered               (1)                     Share                  Price         Registration Fee
---------------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                  <C>                  <C>
Class B Common            2,979,412 shares (3)         $ 2.66  (4)          $7,925,236           $2,402
Stock, par value
$.001 per share (2)      
---------------------------------------------------------------------------------------------------------------
Class B Common            1,020,588 shares (5)         $11.63  (6)         $11,869,438           $3,597
Stock, par value
$.001 per share (2)        
---------------------------------------------------------------------------------------------------------------
Class A Common                             (2)                 (2)                     (2)             (2)
Stock, par value
$.001 per share (2)
---------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>   2


1.   For the sole purpose of calculating the registration fee, the number of
     shares to be registered under this Registration Statement has been broken
     down into two sub-totals, representing shares issuable upon exercise of
     presently outstanding options and shares reserved for issuance upon
     exercise of options that may be granted.

2.   This Registration Statement also covers the Shares of Class A Common
     Stock, par value $.001 per share, into which the Class B Common Stock may
     be converted and that may be issued in lieu of the Class B Common Stock to
     optionees who have ceased to be employees of the Registrant.

3.   This subtotal represents shares issuable upon exercise of presently
     outstanding options.

4.   Computed in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee.  Computation
     based on the average exercise price at which presently outstanding options
     may be exercised.

5.   This subtotal represents additional shares reserved for issuance upon
     exercise of options that may be granted.

6.   Estimated in accordance with Rule 457(h) and 457(c) 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 into which the Class B Common Stock is
     convertible as reported on the Nasdaq National Market on July 18, 1997.


<PAGE>   3
                                      
                                      
                                    PART I
               INFORMATION REOUIRED 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 Statements 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 heretofore 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 as filed with the Commission
on June 30, 1997 (and any amendments thereto) under the Securities Act,
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'), since the end
of the fiscal year covered by the Annual Report on Form 10-K referenced above.

     (c) The description of the Company's Common Stock, par value $.001 per
Share (the "Common Stock"), which is contained in the registration statement on
Form 8-A filed with the Commission on February 10, 1997, 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(c) 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

                                    - 1 -
                                      
<PAGE>   4

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 Class B Common Stock, par value
$0.001 per share (the "Class B Common Stock"), of the Registrant and 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.

     "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.  Accordingly, the
holders of the Class B common stock may elect all directors standing for
election.

     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
Registrant's 1994 Stock Option 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
                                      
                                    - 2 -
                                      
<PAGE>   5

Subject to, and maybe 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 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. 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.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     As of the date hereof, the law firm of Gordon & Glickson P.C. and
attorneys of that firm performing services with respect to this Registration
Statement owned directly and through an option an aggregate of approximately
18,309 shares of the Registrant's Class A Common Stock.

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),
                                      
                                    - 3 -
                                      
<PAGE>   6


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.

ITEM 8.  EXHIBITS


EXHIBIT NUMBER          DESCRIPTION OF EXHIBIT

4.1                     Restated Certificate of Incorporation of the Company
                        filed as Exhibit 3.l to the Company's Registration
                        Statement on Form S-1 and any amendments thereto (filed
                        with the Commission on February 21, 1997, Registration
                        Number 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                    Amended and Restated Diamond Technology Partners
                        Incorporated 1994 Stock Option Plan, as amended.

*4.4                    Form of Stock Option Agreement.

*5.1                    Opinion of Gordon & Glickson P.C. as to the legality of
                        the securities being registered.

*23.1                   Consent of Gordon & Glickson P.C. (included in its 
                        


                                     -4-

<PAGE>   7
                
                        opinion filed as Exhibit 5.1).

*23.2                   Consent of KPMG Peat Marwick LLP.

* Filed herewith

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 registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
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 undersigned 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>   8


        (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>   9


                                   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 ____ day of
July, 1997.

                   DIAMOND TECHNOLOGY PARTNERS INCORPORATED


                   By:  ____________________________________
                        Melvyn E. Bergstein, Chairman, President and Chief
                        Executive Officer

     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 _______________, 1997.


                               
                               
______________________         Director, Chairman, President and Chief
Melvyn E. Bergstein            Executive Officer (Principal Executive Officer)
                                        
                               
                               
                               
______________________         Director, Senior Vice President - Chief
Michael E. Mikolajczyk         Financial and Administrative Officer, Treasurer
                               (Principal Financial and Accounting Officer)

                               
______________________         Director
Christopher J. Moffitt         

                               
______________________         Director
Donald R. Caldwell   

                               
______________________         Director 
Edward R. Andersen  
           
                               
______________________         Director
Alan Kay                       

                               
______________________         Director
James C. Spira        
         
                               
______________________         Director
John D. Loewenberg             


                           
                                     -7-

<PAGE>   10



           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.l to the Company's
                Registration Statement on Form S-1 and any
                amendments thereto (filed with the Commission
                on February 21, 1997, Registration Number
                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           Amended and Restated Diamond Technology
                Partners Incorporated 1994 Stock Option Plan,
                as amended.

 *4.4           Form of Stock Option Agreement.

 *5.1           Opinion of Gordon & Glickson P.C. as to the
                legality of the securities being registered.

*23.1           Consent of Gordon & Glickson P.C. (included in
                its opinion filed as Exhibit 5.1).

*23.2           Consent of KPMG Peat Marwick LLP.

* Filed herewith


                                    - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25318}]
{"company-data": {"conformed-name": "DIAMOND TECHNOLOGY PARTNERS INC", "cik": "0000924940", "assigned-sic": "8742", "irs-number": "364069408", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31943", "film-number": "97644497"}, "business-address": {"street1": "875 NORTH MICHIGAN AVE SUITE 3000", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3122555000"}, "mail-address": {"street1": "875 NORTH MICHIGAN AVE STE 3000", "city": "CHICAGO", "state": "IL", "zip": "60611"}}
1
                                      
                                      
             As filed with the Securities and Exchange Commission
                           on _______________, 1997
                                      
--------------------------------------------------------------------------------
                      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
                            1994 STOCK OPTION PLAN
            AMENDED AND RESTATED AS OF OCTOBER 21, 1996, as amended
                             (Full title of plan)
                                       

        MELVYN E. BERGSTEIN                              Copy to: 
Diamond Technology Partners Incorporated              MARK L. GORDON
 875 North Michigan Avenue, Suite 3000            Gordon & Glickson P.C.
      Chicago, Illinois   60611            444 North Michigan Avenue, Suite 3600
           (312) 255-5000                        Chicago, Illinois   60611
                                                         (312) 321-1700

(Name, address, including ZIP code, and telephone number, including area code,
                             of agent for service)
---------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                                                    Proposed Maximum     Proposed Maximum
Title of Securities to   Amount to be Registered    Offering Price Per   Aggregate Offering      Amount of
     be Registered               (1)                     Share                  Price         Registration Fee
---------------------------------------------------------------------------------------------------------------
Class B Common            2,979,412 shares (3)         $ 2.66  (4)          $7,925,236           $2,402
Stock, par value
$.001 per share (2)      
---------------------------------------------------------------------------------------------------------------
Class B Common            1,020,588 shares (5)         $11.63  (6)         $11,869,438           $3,597
Stock, par value
$.001 per share (2)        
---------------------------------------------------------------------------------------------------------------
Class A Common                             (2)                 (2)                     (2)             (2)
Stock, par value
$.001 per share (2)
---------------------------------------------------------------------------------------------------------------
2

1.   For the sole purpose of calculating the registration fee, the number of
     shares to be registered under this Registration Statement has been broken
     down into two sub-totals, representing shares issuable upon exercise of
     presently outstanding options and shares reserved for issuance upon
     exercise of options that may be granted.

2.   This Registration Statement also covers the Shares of Class A Common
     Stock, par value $.001 per share, into which the Class B Common Stock may
     be converted and that may be issued in lieu of the Class B Common Stock to
     optionees who have ceased to be employees of the Registrant.

3.   This subtotal represents shares issuable upon exercise of presently
     outstanding options.

4.   Computed in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee.  Computation
     based on the average exercise price at which presently outstanding options
     may be exercised.

5.   This subtotal represents additional shares reserved for issuance upon
     exercise of options that may be granted.

6.   Estimated in accordance with Rule 457(h) and 457(c) 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 into which the Class B Common Stock is
     convertible as reported on the Nasdaq National Market on July 18, 1997.
3
                                      
                                      
                                    PART I
               INFORMATION REOUIRED 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 Statements 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 heretofore 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 as filed with the Commission
on June 30, 1997 (and any amendments thereto) under the Securities Act,
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'), since the end
of the fiscal year covered by the Annual Report on Form 10-K referenced above.

     (c) The description of the Company's Common Stock, par value $.001 per
Share (the "Common Stock"), which is contained in the registration statement on
Form 8-A filed with the Commission on February 10, 1997, 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(c) 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

                                    - 1 -
4

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 Class B Common Stock, par value
$0.001 per share (the "Class B Common Stock"), of the Registrant and 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.

     "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.  Accordingly, the
holders of the Class B common stock may elect all directors standing for
election.

     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
Registrant's 1994 Stock Option 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
                                      
                                    - 2 -
5

Subject to, and maybe 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 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. 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.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     As of the date hereof, the law firm of Gordon & Glickson P.C. and
attorneys of that firm performing services with respect to this Registration
Statement owned directly and through an option an aggregate of approximately
18,309 shares of the Registrant's Class A Common Stock.

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),
                                      
                                    - 3 -
6

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.

ITEM 8.  EXHIBITS

EXHIBIT NUMBER          DESCRIPTION OF EXHIBIT

4.1                     Restated Certificate of Incorporation of the Company
                        filed as Exhibit 3.l to the Company's Registration
                        Statement on Form S-1 and any amendments thereto (filed
                        with the Commission on February 21, 1997, Registration
                        Number 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                    Amended and Restated Diamond Technology Partners
                        Incorporated 1994 Stock Option Plan, as amended.

*4.4                    Form of Stock Option Agreement.

*5.1                    Opinion of Gordon & Glickson P.C. as to the legality of
                        the securities being registered.

*23.1                   Consent of Gordon & Glickson P.C. (included in its 
                        

                                     -4-
7
                
                        opinion filed as Exhibit 5.1).

*23.2                   Consent of KPMG Peat Marwick LLP.

* Filed herewith

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 registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
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 undersigned 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-
8

        (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 -
9

                                   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 ____ day of
July, 1997.

                   DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                   By:  ____________________________________
                        Melvyn E. Bergstein, Chairman, President and Chief
                        Executive Officer

     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 _______________, 1997.

                               
                               
______________________         Director, Chairman, President and Chief
Melvyn E. Bergstein            Executive Officer (Principal Executive Officer)
                                        
                               
                               
                               
______________________         Director, Senior Vice President - Chief
Michael E. Mikolajczyk         Financial and Administrative Officer, Treasurer
                               (Principal Financial and Accounting Officer)

                               
______________________         Director
Christopher J. Moffitt         

                               
______________________         Director
Donald R. Caldwell   

                               
______________________         Director 
Edward R. Andersen  
           
                               
______________________         Director
Alan Kay                       

                               
______________________         Director
James C. Spira        
         
                               
______________________         Director
John D. Loewenberg             

                           
                                     -7-
10

           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.l to the Company's
                Registration Statement on Form S-1 and any
                amendments thereto (filed with the Commission
                on February 21, 1997, Registration Number
                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           Amended and Restated Diamond Technology
                Partners Incorporated 1994 Stock Option Plan,
                as amended.

 *4.4           Form of Stock Option Agreement.

 *5.1           Opinion of Gordon & Glickson P.C. as to the
                legality of the securities being registered.

*23.1           Consent of Gordon & Glickson P.C. (included in
                its opinion filed as Exhibit 5.1).

*23.2           Consent of KPMG Peat Marwick LLP.

* Filed herewith

                                    - 8 -