<PAGE>   1
             As filed with the Securities and Exchange Commission
                               on July 24, 1997
                                             Registration No. 333

===============================================================================
  
                      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        (I.R.S. Employer Identification No.)
  incorporation or organization)

                    875 North 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
                                 401(K) PLAN
                             (Full title of plan)


                              Melvyn E. Bergstein
                           Chairman, Chief Executive
                             Officer and President
                               Diamond Technology
                             Partners Incorporated
                            Chicago, Illinois 60611
                                 (312) 255-5000
                    (Name, address, including ZIP code, and
                     telephone number, including area code,
                             of agent for service)


                    Copy To:                        Copy To:
               Mark L. Gordon, Esq.        Leland E. Hutchinson, Esq.
                Stephen Gold, Esq.            Winston & Strawn
              Gordon & Glickson P.C.        35 West Wacker Drive
            444 North Michigan Avenue       Chicago, Illinois 60601
             Chicago, Illinois 60611            (312) 558-7336
                    (312) 321-1700

<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                                       Proposed               Proposed
Title of securities             Amount to be       maximum offering       maximum aggregate         Amount of
to be registered (1)            registered (1)    price per share (2)     offering price (1)     registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                  <C>                     <C>
Class A
Common Stock,                  150,000 shs.              $11.63               $ 1,744,500             $528.64
par value
$.001 per share

=================================================================================================================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended, based upon the average of the bid and ask price of the Class A
     Common Stock, par value $.001 per share, of Diamond Technology Partners
     Incorporated on the Nasdaq National Market System on July 18, 1997.


<PAGE>   2


                                    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") and by the Diamond Technology Partners
Incorporated 401(K) Plan (the "Plan") are incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-K as filed with the
Commission on June 30, 1997 (Commission File No. 0-26970) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), containing audited
financial statements for the Company's latest fiscal year.

        (b) The Plan's Annual Report on Form 11-K as filed with the Commission
on July 23, 1997 (Commission File No. 000-22125) under the Exchange Act,
containing audited financial statements for the Plan's latest fiscal year.

        (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referenced above.

        (d) The description of the Company's Class A 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
(Commission File No. 000-22125) under the Exchange Act, including any subsequent
amendment or any report filed for the purpose of updating such description.

        All documents filed by the Company and the Plan 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.


                                    II-1

<PAGE>   3

ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------


         The Registrant's By-laws require the Registrant to indemnify any person
who was 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.


                                    II-2

<PAGE>   4

ITEM 8.  EXHIBITS
         --------

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

4.01           Restated Certificate of Incorporation of the Company filed as 
               Exhibit 3.1 to the Company's Annual Report on Form 10-K (filed
               with the Commission on June 30, 1997 (Commission File No.
               0-26970), (the "Annual Report"), and hereby incorporated by
               reference).

4.02           By-laws of the Company (filed as Exhibit 3.2 to the Annual
               Report (Commission File No. 0-26970) and hereby incorporated by
               reference).

4.03           Specimen Common Stock Certificate of the Company (filed as
               Exhibit 4.1 to the Company's Registration Statement (file no.
               333-17785) on Form S-1 filed on December 13, 1996 and hereby
               incorporated by reference).


*4.04          Diamond Technology Partners Incorporated 401(K) Plan.

*5.01          Undertaking re: Submission of Plan.

*23.01         Consent of KPMG Peat Marwick LLP.

*23.02         Consent of KPMG Peat Marwick LLP.

25.01          Powers of Attorney (included on signature page).

__________________
* Filed herewith.


ITEM 9.   UNDERTAKINGS

          (a) The 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;

            (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


                                    II-3

<PAGE>   5

        (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-8 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.

        (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.

                                     II-4

<PAGE>   6

                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 July 22, 1997.

                                DIAMOND TECHNOLOGY PARTNERS INCORPORATED  
                                                                          
                                                                          
                                     By: /s/ Melvyn E. Bergstein  
                                         -------------------------
                                             Melvyn E. Bergstein
                                         Chairman, Chief Executive  
                                         Officer, and President     

                              POWER OF ATTORNEY

        The undersigned directors and executive officers of Diamond Technology
Partners Incorporated do hereby constitute and appoint Melvyn E. Bergstein and
Michael E. Mikolajczyk and each of them, with full power of substitution, our
true and lawful attorneys-in-fact and agents to do any and all acts and things
in our name and behalf in our capacities as directors and officers, and to
execute any and all instruments for us and in our names in the capacities
indicated below which such person may deem necessary or advisable to enable
Diamond Technology Partners Incorporated to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but not limited to, power and
authority to sign for us, or any of us, in the capacities indicated below and
any and all amendments (including pre-effective and post-effective amendments)
hereto; and we do hereby ratify and confirm all that such person or persons
shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on July 22, 1997.



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




<PAGE>   7




                               
    /s/ Michael E. Mikolajczyk      Senior Vice President, Chief     
    --------------------------      Financial Officer and Treasurer  
    Michael E. Mikolajczyk          (Principal Financial and         
                                    Accounting Officer)              
                                                                     
                                                                     
                                                                     
    /s/ Christopher J. Moffitt      Director                         
    --------------------------                                           
    Christopher J. Moffitt                                           
                                                                     
                                                                     
    /s/ Donald R. Caldwell          Director                         
    --------------------------                                       
    Donald R. Caldwell                                               
                                                                     
                                                                     
    /s/ Edward R. Anderson          Director                         
    --------------------------                                       
    Edward R. Anderson                                               
                                                                     
                                                                     
    /s/ Alan Kay                    Director                         
    --------------------------                                       
    Alan Kay                                                         
                                                                     
                                                                     
    /s/ James C. Spira              Director                         
    --------------------------                                       
    James C. Spira                                                   
                                                                     
                                                                     
    /s/ John D. Loewenberg          Director                         
    --------------------------
    John D. Loewenberg        




<PAGE>   8


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees of the Plan have duly caused this Registration Statement to be signed
on its behalf by the undersigned hereunto duly authorized in the City of
Chicago, State of Illinois on July 22, 1997.
        
                                              DIAMOND TECHNOLOGY PARTNERS 
                                              INCORPORATED 401(K) PLAN
                                              (Name of Plan)



                                              By: /s/ Melvyn E. Bergstein 
                                                  -----------------------
                                              Name: Melvyn E. Bergstein 
                                                    ---------------------
                                              Its: Trustee
                                                   ----------------------
                                                  
                                              By: /s/ Michael E. Mikalajczyk
                                                  --------------------------
                                              Name: Michael E. Mikalajczyk
                                                    ------------------------
                                              Its: Trustee
                                                   -------------------------

                                              By: /s/ Karl E. Bupp
                                                  --------------------------
                                              Name: Karl E. Bupp
                                                    ------------------------
                                              Its: Trustee
                                                   -------------------------

                                              By: /s/ Christopher J. Moffitt
                                                  --------------------------
                                              Name: Christopher J. Moffitt
                                                    ------------------------
                                              Its: Trustee
                                                   -------------------------
                                                

<PAGE>   9

           INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8



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

4.01      Restated Certificate of Incorporation of the Company filed as
          Exhibit 3.1 to the Company's Annual Report on Form 10-K (filed 
          with the Commission on June 30, 1997 (Commission File No. 
          0-26970), (the "Annual Report"), and hereby incorporated by 
          reference).

4.02      By-laws of the Company (filed as Exhibit 3.2 to the Annual
          Report (Commission File No. 0-26970) and hereby incorporated by 
          reference).

4.03      Specimen Common Stock Certificate of the Company (filed as 
          Exhibit 4.1 to the Company's Registration Statement (file no. 
          333-17785) on Form S-1 filed on December 13, 1996 and hereby 
          incorporated by reference).                                        

*4.04     Diamond Technology Partners Incorporated 401(K) Plan.

*5.01     Undertaking re: Submission of Plan.

*23.01    Consent of KPMG Peat Marwick LLP.
 
*23.02    Consent of KPMG Peat Marwick LLP.

 25.01    Powers of Attorney (included on signature page).


_____________________
*    Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22972}]
{"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": "333-31965", "film-number": "97644622"}, "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 July 24, 1997
                                             Registration No. 333

===============================================================================
  
                      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        (I.R.S. Employer Identification No.)
  incorporation or organization)

                    875 North 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
                                 401(K) PLAN
                             (Full title of plan)

                              Melvyn E. Bergstein
                           Chairman, Chief Executive
                             Officer and President
                               Diamond Technology
                             Partners Incorporated
                            Chicago, Illinois 60611
                                 (312) 255-5000
                    (Name, address, including ZIP code, and
                     telephone number, including area code,
                             of agent for service)

                    Copy To:                        Copy To:
               Mark L. Gordon, Esq.        Leland E. Hutchinson, Esq.
                Stephen Gold, Esq.            Winston & Strawn
              Gordon & Glickson P.C.        35 West Wacker Drive
            444 North Michigan Avenue       Chicago, Illinois 60601
             Chicago, Illinois 60611            (312) 558-7336
                    (312) 321-1700
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                                       Proposed               Proposed
Title of securities             Amount to be       maximum offering       maximum aggregate         Amount of
to be registered (1)            registered (1)    price per share (2)     offering price (1)     registration fee
-----------------------------------------------------------------------------------------------------------------
Class A
Common Stock,                  150,000 shs.              $11.63               $ 1,744,500             $528.64
par value
$.001 per share

=================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended, based upon the average of the bid and ask price of the Class A
     Common Stock, par value $.001 per share, of Diamond Technology Partners
     Incorporated on the Nasdaq National Market System on July 18, 1997.
2

                                    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") and by the Diamond Technology Partners
Incorporated 401(K) Plan (the "Plan") are incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-K as filed with the
Commission on June 30, 1997 (Commission File No. 0-26970) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), containing audited
financial statements for the Company's latest fiscal year.

        (b) The Plan's Annual Report on Form 11-K as filed with the Commission
on July 23, 1997 (Commission File No. 000-22125) under the Exchange Act,
containing audited financial statements for the Plan's latest fiscal year.

        (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referenced above.

        (d) The description of the Company's Class A 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
(Commission File No. 000-22125) under the Exchange Act, including any subsequent
amendment or any report filed for the purpose of updating such description.

        All documents filed by the Company and the Plan 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.

                                    II-1
3

ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------

         The Registrant's By-laws require the Registrant to indemnify any person
who was 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.

                                    II-2
4

ITEM 8.  EXHIBITS
         --------

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

4.01           Restated Certificate of Incorporation of the Company filed as 
               Exhibit 3.1 to the Company's Annual Report on Form 10-K (filed
               with the Commission on June 30, 1997 (Commission File No.
               0-26970), (the "Annual Report"), and hereby incorporated by
               reference).

4.02           By-laws of the Company (filed as Exhibit 3.2 to the Annual
               Report (Commission File No. 0-26970) and hereby incorporated by
               reference).

4.03           Specimen Common Stock Certificate of the Company (filed as
               Exhibit 4.1 to the Company's Registration Statement (file no.
               333-17785) on Form S-1 filed on December 13, 1996 and hereby
               incorporated by reference).

*4.04          Diamond Technology Partners Incorporated 401(K) Plan.

*5.01          Undertaking re: Submission of Plan.

*23.01         Consent of KPMG Peat Marwick LLP.

*23.02         Consent of KPMG Peat Marwick LLP.

25.01          Powers of Attorney (included on signature page).

__________________
* Filed herewith.

ITEM 9.   UNDERTAKINGS

          (a) The 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;

            (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

                                    II-3
5

        (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-8 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.

        (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.

                                     II-4
6

                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 July 22, 1997.

                                DIAMOND TECHNOLOGY PARTNERS INCORPORATED  
                                                                          
                                                                          
                                     By: /s/ Melvyn E. Bergstein  
                                         -------------------------
                                             Melvyn E. Bergstein
                                         Chairman, Chief Executive  
                                         Officer, and President     

                              POWER OF ATTORNEY

        The undersigned directors and executive officers of Diamond Technology
Partners Incorporated do hereby constitute and appoint Melvyn E. Bergstein and
Michael E. Mikolajczyk and each of them, with full power of substitution, our
true and lawful attorneys-in-fact and agents to do any and all acts and things
in our name and behalf in our capacities as directors and officers, and to
execute any and all instruments for us and in our names in the capacities
indicated below which such person may deem necessary or advisable to enable
Diamond Technology Partners Incorporated to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but not limited to, power and
authority to sign for us, or any of us, in the capacities indicated below and
any and all amendments (including pre-effective and post-effective amendments)
hereto; and we do hereby ratify and confirm all that such person or persons
shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on July 22, 1997.

     Signature                                      Title                    
     ---------                                      -----                    
                                                                             
/s/ Melvyn E. Bergstein                    Director, Chairman, Chief         
-------------------------                  Executive Officer and President   
Melvyn E. Bergstein                        (Principal Executive Officer)
7

                               
    /s/ Michael E. Mikolajczyk      Senior Vice President, Chief     
    --------------------------      Financial Officer and Treasurer  
    Michael E. Mikolajczyk          (Principal Financial and         
                                    Accounting Officer)              
                                                                     
                                                                     
                                                                     
    /s/ Christopher J. Moffitt      Director                         
    --------------------------                                           
    Christopher J. Moffitt                                           
                                                                     
                                                                     
    /s/ Donald R. Caldwell          Director                         
    --------------------------                                       
    Donald R. Caldwell                                               
                                                                     
                                                                     
    /s/ Edward R. Anderson          Director                         
    --------------------------                                       
    Edward R. Anderson                                               
                                                                     
                                                                     
    /s/ Alan Kay                    Director                         
    --------------------------                                       
    Alan Kay                                                         
                                                                     
                                                                     
    /s/ James C. Spira              Director                         
    --------------------------                                       
    James C. Spira                                                   
                                                                     
                                                                     
    /s/ John D. Loewenberg          Director                         
    --------------------------
    John D. Loewenberg
8

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees of the Plan have duly caused this Registration Statement to be signed
on its behalf by the undersigned hereunto duly authorized in the City of
Chicago, State of Illinois on July 22, 1997.
        
                                              DIAMOND TECHNOLOGY PARTNERS 
                                              INCORPORATED 401(K) PLAN
                                              (Name of Plan)

                                              By: /s/ Melvyn E. Bergstein 
                                                  -----------------------
                                              Name: Melvyn E. Bergstein 
                                                    ---------------------
                                              Its: Trustee
                                                   ----------------------
                                                  
                                              By: /s/ Michael E. Mikalajczyk
                                                  --------------------------
                                              Name: Michael E. Mikalajczyk
                                                    ------------------------
                                              Its: Trustee
                                                   -------------------------

                                              By: /s/ Karl E. Bupp
                                                  --------------------------
                                              Name: Karl E. Bupp
                                                    ------------------------
                                              Its: Trustee
                                                   -------------------------

                                              By: /s/ Christopher J. Moffitt
                                                  --------------------------
                                              Name: Christopher J. Moffitt
                                                    ------------------------
                                              Its: Trustee
                                                   -------------------------
9

           INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

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

4.01      Restated Certificate of Incorporation of the Company filed as
          Exhibit 3.1 to the Company's Annual Report on Form 10-K (filed 
          with the Commission on June 30, 1997 (Commission File No. 
          0-26970), (the "Annual Report"), and hereby incorporated by 
          reference).

4.02      By-laws of the Company (filed as Exhibit 3.2 to the Annual
          Report (Commission File No. 0-26970) and hereby incorporated by 
          reference).

4.03      Specimen Common Stock Certificate of the Company (filed as 
          Exhibit 4.1 to the Company's Registration Statement (file no. 
          333-17785) on Form S-1 filed on December 13, 1996 and hereby 
          incorporated by reference).                                        

*4.04     Diamond Technology Partners Incorporated 401(K) Plan.

*5.01     Undertaking re: Submission of Plan.

*23.01    Consent of KPMG Peat Marwick LLP.
 
*23.02    Consent of KPMG Peat Marwick LLP.

 25.01    Powers of Attorney (included on signature page).

_____________________
*    Filed herewith.