<PAGE>   1

                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 1998 EQUITY INCENTIVE PLAN
                              (Full title of plan)

                               MELVYN E. BERGSTEIN
                    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)

                                   Copies to:

              Mark L. Gordon                          Leland E. Hutchinson
          Gordon & Glickson P.C.                        Winston & Strawn
    444 N. Michigan Avenue, Suite 3600                35 West Wacker Drive
         Chicago, Illinois 60611                     Chicago, Illinois 60601
              (312) 321-1700                             (312) 558-5600


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                   CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be            Amount to be Registered        Proposed Maximum       Proposed Maximum      
       Registered                                                  Offering Price per     Aggregate Offering         Amount of 
                                                                          Share                  Price            Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                          <C>                     <C>                   <C>
Class B Common Stock,
par value $.001 per share (1)             3,500,000 shares             $13.81 (3)              $48,335,000           $13,437.13
----------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value                  (2)                          (2)
$.001 per share (2)
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>   2



1.       Represents shares of Class B Common Stock, par value $.001 per share,
         issuable upon exercise of stock option or stock appreciation rights or
         granted pursuant to stock awards under the Diamond Technology Partners
         Incorporated 1998 Equity Incentive Plan.

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.       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 bid and ask 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 as of
         closing on November 18, 1998.












                                       2



<PAGE>   3


                                     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
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 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, 1998 (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'), 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(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 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").


                                       3

<PAGE>   4


         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. 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 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 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,




                                       4
<PAGE>   5


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.

         None.

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.

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 1998 Equity
                           Incentive Plan.

4.4                        Form of Stock Option Agreement for Non-Partners.

4.5                        Form of Stock Option Agreement for Partners.

5.1                        Opinion of Winston & Strawn as to the legality of the
                           securities being registered.

23.1                       Consent of Winston & Strawn (included in its opinion
                           filed as Exhibit 5.1).

23.2                       Consent of KPMG Peat Marwick LLP.

23.3                       Consent of KPMG Peat Marwick LLP.

                                       5
<PAGE>   6



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.

                  (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 23rd day of
November, 1998.


                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED


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


                                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 November 23, 1998.


     Signature                             Title

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

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

/s/ Christopher J. Moffitt
---------------------------      Director and Senior Vice President
Christopher J. Moffitt

/s/ James C. Spira
---------------------------      Director and Senior Vice President
James C. Spira

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

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




                                       7
<PAGE>   8



/s/ Alan Kay
---------------------------      Director
Alan Kay

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












                                       8
<PAGE>   9



             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 1998 Equity
              Incentive Plan.

4.4           Form of Stock Option Agreement for Non-Partners.

4.5           Form of Stock Option Agreement for Partners.

5.1           Opinion of Winston & Strawn as to the legality of the
              securities being registered.

23.1          Consent of Winston & Strawn (included in its opinion
              filed as Exhibit 5.1).

23.2          Consent of KPMG Peat Marwick LLP.

23.3          Consent of KPMG Peat Marwick LLP.











                                 9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24934}]
{"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": "333-67899", "film-number": "98758838"}, "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

                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 1998 EQUITY INCENTIVE PLAN
                              (Full title of plan)

                               MELVYN E. BERGSTEIN
                    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)

                                   Copies to:

              Mark L. Gordon                          Leland E. Hutchinson
          Gordon & Glickson P.C.                        Winston & Strawn
    444 N. Michigan Avenue, Suite 3600                35 West Wacker Drive
         Chicago, Illinois 60611                     Chicago, Illinois 60601
              (312) 321-1700                             (312) 558-5600
----------------------------------------------------------------------------------------------------------------------------------
                                   CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be            Amount to be Registered        Proposed Maximum       Proposed Maximum      
       Registered                                                  Offering Price per     Aggregate Offering         Amount of 
                                                                          Share                  Price            Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Class B Common Stock,
par value $.001 per share (1)             3,500,000 shares             $13.81 (3)              $48,335,000           $13,437.13
----------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value                  (2)                          (2)
$.001 per share (2)
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
2

1.       Represents shares of Class B Common Stock, par value $.001 per share,
         issuable upon exercise of stock option or stock appreciation rights or
         granted pursuant to stock awards under the Diamond Technology Partners
         Incorporated 1998 Equity Incentive Plan.

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.       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 bid and ask 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 as of
         closing on November 18, 1998.

                                       2
3

                                     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
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 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, 1998 (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'), 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(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 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").

                                       3
4

         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. 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 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 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,

                                       4
5

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.

         None.

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.

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 1998 Equity
                           Incentive Plan.

4.4                        Form of Stock Option Agreement for Non-Partners.

4.5                        Form of Stock Option Agreement for Partners.

5.1                        Opinion of Winston & Strawn as to the legality of the
                           securities being registered.

23.1                       Consent of Winston & Strawn (included in its opinion
                           filed as Exhibit 5.1).

23.2                       Consent of KPMG Peat Marwick LLP.

23.3                       Consent of KPMG Peat Marwick LLP.

                                       5
6

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.

                  (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 23rd day of
November, 1998.

                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED

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

                                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 November 23, 1998.

     Signature                             Title

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

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

/s/ Christopher J. Moffitt
---------------------------      Director and Senior Vice President
Christopher J. Moffitt

/s/ James C. Spira
---------------------------      Director and Senior Vice President
James C. Spira

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

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

                                       7
8

/s/ Alan Kay
---------------------------      Director
Alan Kay

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

                                       8
9

             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 1998 Equity
              Incentive Plan.

4.4           Form of Stock Option Agreement for Non-Partners.

4.5           Form of Stock Option Agreement for Partners.

5.1           Opinion of Winston & Strawn as to the legality of the
              securities being registered.

23.1          Consent of Winston & Strawn (included in its opinion
              filed as Exhibit 5.1).

23.2          Consent of KPMG Peat Marwick LLP.

23.3          Consent of KPMG Peat Marwick LLP.

                                 9