<PAGE>
 
                                              Registration No. 333-_____________

     As filed with the Securities and Exchange Commission on June 27, 1997
                                        
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            _______________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________

                            THE METZLER GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                     36-4094854
(State or other Jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   Identification Number)

520 Lake Cook Road, Suite 500                          (847) 945-0001
Deerfield Illinois 60015                            (Telephone number, including
(Address, including Zip Code, of                    area code, of registrant's
registrant's principal executive offices)           principal executive offices)


              THE METZLER GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN

                          Robert P. Maher
                          Chief Executive Officer
                          The Metzler Group, Inc.
                          520 Lake Cook Road, Suite 500
                          Deerfield, Illinois 60015
                          (847) 945-0001

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
 Title of each class                              Proposed maximum        Proposed maximum
 of securities to be        Amount to be         offering price per      aggregate offering          Amount of
     registered*            registered**              share***                price***          registration fee***
---------------------------------------------------------------------------------------------------------------------
<S>                    <C>                     <C>                     <C>                     <C>
 Common Stock, par
 value $.01 per share          300,000                $28.3125               $8,493,750                $2,574
=====================================================================================================================
</TABLE>

*  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests pursuant
to the employee benefit plan described herein.

**  This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.

***  Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on the
Nasdaq National Market on June 20, 1997.
 
================================================================================
<PAGE>
 
                                    PART II
                                        
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT
                                        

     Item 3. Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by The Metzler
Group, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration Statement,
except to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference:

     (a)  the Company's Annual Report on Form 10-K for the year ended December
          31, 1996;
 
     (b)  the Company's Quarterly Report on Form 10-Q for the period ended March
          31, 1997; and
 
     (c)  the description of the Company's Common Stock, $0.01 par value per
          share, contained in the Company's Registration Statement on Form 8-A,
          dated September 16, 1996, including any amendment or report filed for
          the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

     Item 4.  Description of Securities.

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

     Item 6.  Indemnification of Directors and Officers.

     As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation provides that directors of the Company shall not be
personally liable for monetary damages to the Company for certain breaches of
their fiduciary duty as directors, unless they violated their duty of loyalty to
the Company or its stockholders, acted in bad faith, knowingly or intentionally
violated the law, authorized illegal dividends or redemptions, or derived an
improper personal benefit from their action as directors. This provision would
have no effect on the availability of equitable remedies or nonmonetary relief,
such as an injunction or rescission for

                                       2
<PAGE>
 
breach of the duty of care. In addition, the provision applies only to claims
against a director arising out of his or her role as a director and not in any
other capacity (such as an officer or employee of the Company). Further,
liability of a director for violations of the federal securities laws will not
be limited by this provision. Directors will, however, no longer be liable for
monetary damages arising from decisions involving violations of the duty of care
which could be deemed grossly negligent.

     The Certificate of Incorporation provides that directors and officers of
the Company shall be indemnified by the Company to the fullest extent authorized
by Delaware law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service for or 
on behalf of the Company. The Certificate of Incorporation also authorizes the
Company to enter into one or more agreements with any person that provide for
indemnification greater or different from that provided in the Certificate of
Incorporation. The Company has entered into indemnification agreements with all
current members of the Board of Directors and executive officers. The Company
believes that these provisions and agreements are desirable to attract and
retain qualified directors and officers.

     Item 7. Exemption From Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     See Exhibit Index which is incorporated herein by reference.

     Item 9. Undertakings.

(a)  The undersigned registrant 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 of 1933 (the "Securities Act");
 
          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the 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 the registration statement;
 
          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                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 or Form S-8, and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in

                                       3
<PAGE>
 
          periodic reports filed by the registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the registration statement.
 
     (2)  That, for the purpose 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 registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the 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.
 
(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to officers, directors, and controlling persons of the
     registrant pursuant to the registrant's certificate of incorporation or by-
     laws, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant 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 registrant 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.

                                       4
<PAGE>
 
                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, 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 Village of Deerfield, State of Illinois, on the 27th day
of June, 1997.

                                        The Metzler Group, Inc.


                                        By:  /s/ Robert P. Maher
                                           -------------------------------
                                                 Robert P. Maher
                                                 Chief Executive Officer

                                       5
<PAGE>
 
                               POWER OF ATTORNEY
                               -----------------

     The undersigned hereby appoint Robert P. Maher as my attorney-in-fact to
execute and file in my name and on my behalf, in all capacities as an officer or
director of The Metzler Group, Inc., Registration Statements on Form S-8 and all
amendments thereto (including post-effective amendments) to be filed with the
Securities and Exchange Commission, relating to the issuance, through The
Metzler Group, Inc. Employee Stock Purchase Plan, of common stock of The Metzler
Group, Inc., par value $0.01 per share.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 27th day of June, 1997.


/s/ Peter B. Pond                           /s/ James T. Ruprecht
-----------------------------               -----------------------------------
       Peter B. Pond                                 James T. Ruprecht

/s/ Gerald R. Lanz                          /s/ Mitchell H. Saranow
-----------------------------               -----------------------------------
      Gerald R. Lanz                                Mitchell H. Saranow


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 27th day of June, 1997.

<TABLE>
<CAPTION>
          Signature                                     Title
          ---------                                     -----
<S>                                   <C>

 /s/ Robert P. Maher
-----------------------------         Chairman of the Board, President, Chief
       Robert P. Maher                Executive Officer and Director (Principal
                                      Executive Officer)

 /s/ James F. Hillman                 Chief Financial Officer and Treasurer
-----------------------------         (Principal Financial Officer and Principal
      James F. Hillman                Accounting Officer)


 /s/ Gerald R. Lanz
-----------------------------         Director
       Gerald R. Lanz

 /s/ James T. Ruprecht
-----------------------------         Director
      James T. Ruprecht

 /s/ Peter B. Pond
-----------------------------         Director
        Peter B. Pond

 /s/ Mitchell H. Saranow
-----------------------------         Director
     Mitchell H. Saranow
</TABLE>

                                       6
<PAGE>
 
     The Plan.  Pursuant to the requirements of the Securities Act of 1933, The
Metzler Group, Inc. Employee Stock Purchase Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Deerfield, State of Illinois, on the 27th day
of June, 1997.


                                        By: /s/ Robert P. Maher
                                            ------------------------------------
                                            On behalf of the Committee

                                       7
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit
Number                              Description of Exhibit
------                              ----------------------

 4.1           Amended and Restated Certificate of Incorporation of The Metzler
               Group, Inc.*

 4.2           By-Laws of The Metzler Group, Inc.*

 4.3           The Metzler Group, Inc. Employee Stock Purchase Plan

  5            Opinion of Sachnoff & Weaver, Ltd.

  23           Consent of KPMG Peat Marwick LLP

  24           Powers of Attorney (contained on the signature page hereto)

   *           Incorporated by reference from the Registrant's Form S-1
               Registration Statement No. 333-9019 as filed with the SEC on July
               26, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16091}]
{"company-data": {"conformed-name": "METZLER GROUP INC", "cik": "0001019737", "assigned-sic": "8741", "irs-number": "364094854", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30265", "film-number": "97632019"}, "business-address": {"street1": "520 LAKE COOK RD", "street2": "STE 500", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8479450001"}, "mail-address": {"street1": "THE METZLER GROUP INC", "street2": "520 LAKE COOK RD SUITE 500", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
Registration No. 333-_____________

     As filed with the Securities and Exchange Commission on June 27, 1997
                                        
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            _______________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________

                            THE METZLER GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                     36-4094854
(State or other Jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   Identification Number)

520 Lake Cook Road, Suite 500                          (847) 945-0001
Deerfield Illinois 60015                            (Telephone number, including
(Address, including Zip Code, of                    area code, of registrant's
registrant's principal executive offices)           principal executive offices)

              THE METZLER GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN

                          Robert P. Maher
                          Chief Executive Officer
                          The Metzler Group, Inc.
                          520 Lake Cook Road, Suite 500
                          Deerfield, Illinois 60015
                          (847) 945-0001

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

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================================
 Title of each class                              Proposed maximum        Proposed maximum
 of securities to be        Amount to be         offering price per      aggregate offering          Amount of
     registered*            registered**              share***                price***          registration fee***
---------------------------------------------------------------------------------------------------------------------
Common Stock, par
 value $.01 per share          300,000                $28.3125               $8,493,750                $2,574
=====================================================================================================================
*  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests pursuant
to the employee benefit plan described herein.

**  This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.

***  Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on the
Nasdaq National Market on June 20, 1997.
 
================================================================================
PART II
                                        
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT
                                        

     Item 3. Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by The Metzler
Group, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration Statement,
except to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference:

     (a)  the Company's Annual Report on Form 10-K for the year ended December
          31, 1996;
 
     (b)  the Company's Quarterly Report on Form 10-Q for the period ended March
          31, 1997; and
 
     (c)  the description of the Company's Common Stock, $0.01 par value per
          share, contained in the Company's Registration Statement on Form 8-A,
          dated September 16, 1996, including any amendment or report filed for
          the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

     Item 4.  Description of Securities.

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

     Item 6.  Indemnification of Directors and Officers.

     As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation provides that directors of the Company shall not be
personally liable for monetary damages to the Company for certain breaches of
their fiduciary duty as directors, unless they violated their duty of loyalty to
the Company or its stockholders, acted in bad faith, knowingly or intentionally
violated the law, authorized illegal dividends or redemptions, or derived an
improper personal benefit from their action as directors. This provision would
have no effect on the availability of equitable remedies or nonmonetary relief,
such as an injunction or rescission for

                                       2
breach of the duty of care. In addition, the provision applies only to claims
against a director arising out of his or her role as a director and not in any
other capacity (such as an officer or employee of the Company). Further,
liability of a director for violations of the federal securities laws will not
be limited by this provision. Directors will, however, no longer be liable for
monetary damages arising from decisions involving violations of the duty of care
which could be deemed grossly negligent.

     The Certificate of Incorporation provides that directors and officers of
the Company shall be indemnified by the Company to the fullest extent authorized
by Delaware law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service for or 
on behalf of the Company. The Certificate of Incorporation also authorizes the
Company to enter into one or more agreements with any person that provide for
indemnification greater or different from that provided in the Certificate of
Incorporation. The Company has entered into indemnification agreements with all
current members of the Board of Directors and executive officers. The Company
believes that these provisions and agreements are desirable to attract and
retain qualified directors and officers.

     Item 7. Exemption From Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     See Exhibit Index which is incorporated herein by reference.

     Item 9. Undertakings.

(a)  The undersigned registrant 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 of 1933 (the "Securities Act");
 
          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the 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 the registration statement;
 
          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                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 or Form S-8, and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in

                                       3
periodic reports filed by the registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the registration statement.
 
     (2)  That, for the purpose 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 registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the 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.
 
(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to officers, directors, and controlling persons of the
     registrant pursuant to the registrant's certificate of incorporation or by-
     laws, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant 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 registrant 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.

                                       4
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, 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 Village of Deerfield, State of Illinois, on the 27th day
of June, 1997.

                                        The Metzler Group, Inc.

                                        By:  /s/ Robert P. Maher
                                           -------------------------------
                                                 Robert P. Maher
                                                 Chief Executive Officer

                                       5
POWER OF ATTORNEY
                               -----------------

     The undersigned hereby appoint Robert P. Maher as my attorney-in-fact to
execute and file in my name and on my behalf, in all capacities as an officer or
director of The Metzler Group, Inc., Registration Statements on Form S-8 and all
amendments thereto (including post-effective amendments) to be filed with the
Securities and Exchange Commission, relating to the issuance, through The
Metzler Group, Inc. Employee Stock Purchase Plan, of common stock of The Metzler
Group, Inc., par value $0.01 per share.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 27th day of June, 1997.

/s/ Peter B. Pond                           /s/ James T. Ruprecht
-----------------------------               -----------------------------------
       Peter B. Pond                                 James T. Ruprecht

/s/ Gerald R. Lanz                          /s/ Mitchell H. Saranow
-----------------------------               -----------------------------------
      Gerald R. Lanz                                Mitchell H. Saranow

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 27th day of June, 1997.
Signature                                     Title
          ---------                                     -----
/s/ Robert P. Maher
-----------------------------         Chairman of the Board, President, Chief
       Robert P. Maher                Executive Officer and Director (Principal
                                      Executive Officer)

 /s/ James F. Hillman                 Chief Financial Officer and Treasurer
-----------------------------         (Principal Financial Officer and Principal
      James F. Hillman                Accounting Officer)

 /s/ Gerald R. Lanz
-----------------------------         Director
       Gerald R. Lanz

 /s/ James T. Ruprecht
-----------------------------         Director
      James T. Ruprecht

 /s/ Peter B. Pond
-----------------------------         Director
        Peter B. Pond

 /s/ Mitchell H. Saranow
-----------------------------         Director
     Mitchell H. Saranow
6
The Plan.  Pursuant to the requirements of the Securities Act of 1933, The
Metzler Group, Inc. Employee Stock Purchase Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Deerfield, State of Illinois, on the 27th day
of June, 1997.

                                        By: /s/ Robert P. Maher
                                            ------------------------------------
                                            On behalf of the Committee

                                       7
EXHIBIT INDEX

Exhibit
Number                              Description of Exhibit
------                              ----------------------

 4.1           Amended and Restated Certificate of Incorporation of The Metzler
               Group, Inc.*

 4.2           By-Laws of The Metzler Group, Inc.*

 4.3           The Metzler Group, Inc. Employee Stock Purchase Plan

  5            Opinion of Sachnoff & Weaver, Ltd.

  23           Consent of KPMG Peat Marwick LLP

  24           Powers of Attorney (contained on the signature page hereto)

   *           Incorporated by reference from the Registrant's Form S-1
               Registration Statement No. 333-9019 as filed with the SEC on July
               26, 1996.