U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) June 30, 1998

                              FTI CONSULTING, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>        <C>                               <C>                             <C>  

           Maryland                         0000887936                       52-1261113
(State of other jurisdiction of      (Commission File Number)    (IRS Employer Identification No.)
        incorporation)

</TABLE>
                 2021 Research Drive, Annapolis, Maryland 21401
          (Address of principal executive offices, including Zip Code)

                                 (410) 224-8770
              (Registrant's telephone number, including area code)


<PAGE>



                              FTI CONSULTING, INC.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

     On June 30, 1998,  FTI  Consulting,  Inc. (the  "Company"),  Klick,  Kent &
Allen, Inc. ("KK&A"), and John C. Klick, Christopher D. Kent, Evan J. Allen, and
Michael   R.   Baranowski   (each  a   "Stockholder"   and   collectively,   the
"Stockholders")  entered  into a Stock  Purchase  Agreement  whereby  all of the
issued and outstanding  shares of the capital stock of KK&A was purchased by the
Company  for  the  purchase  price  of Ten  Million  Dollars  ($10,000,000),  as
evidenced by promissory notes. Six Million Dollars  ($6,000,000) was paid to the
Stockholders on July 1, 1998. The balance will be paid in two equal installments
on the first and second  anniversaries of the first  installment.  Additionally,
the Stockholders will be paid an earn-out as additional  purchase price equal to
fifty percent (50%) of the aggregate pre-tax profits of KK&A for the three years
ended June 30, 2001. The purchase price was based upon the Company's  evaluation
of the financial  condition,  business  operations and prospects of KK&A and was
negotiated in an arms length  transaction  among unrelated and  unaffiliated (as
defined under Rule 144  promulgated by the  Securities and Exchange  Commission)
parties.  KK&A is in the business of providing strategic and economic consulting
to  various  regulated   businesses,   advising  on  such  matters  as  industry
deregulation,  mergers and acquisitions, rate and costs structures, economic and
financial modeling and litigation and litigation risk analysis

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (a) Financial  Statements.  Audited  financial  statements of KK&A, for the
years ended  December 31, 1997 and 1996 and  unaudited  financial  statements of
KK&A, for the three months ended March 31, 1998 and 1997.

     (b) Pro Forma Financial Information.  Pro Forma Balance Sheet and Pro Forma
Statement of Income,  combining the Company and KK&A for the year ended December
31, 1997, and the three months ended March 31, 1998.

     (c) Exhibits

               2.1    Stock Purchase  Agreement dated June 30, 1998 by and among
                      the Company, KK&A, and the Stockholders.

               23.1   Consent of Kearney & Company


<PAGE>



                                   SIGNATURES

          Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.



             FTI CONSULTING, INC.
             (Registrant)

                                     By: /s/ Gary Sindler
                                       -----------------------------------------
                                     Gary Sindler
                                     Executive Vice President and Chief
                                     Financial Officer, Secretary and Treasurer




DATED: July 15, 1998


<PAGE>








                            KLICK, KENT & ALLEN, INC.

                     YEARS ENDED DECEMBER 31, 1997 AND 1996







<PAGE>



                            KLICK, KENT & ALLEN, INC.
                     YEARS ENDED DECEMBER 31, 1997 AND 1996


                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

Independent Auditor's Report ...........................................   1

Financial statements:

  Balance sheets ....................................................... 2-3

  Statements of operations..............................................   4

  Statements of stockholders' equity....................................   5

  Statements of cash flows .............................................   6

  Notes to financial statements ........................................ 7-9

Independent Auditor's Report on Additional
  Information ..........................................................  10





<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
   of Klick, Kent & Allen, Inc.
Alexandria, Virginia



We have audited the accompanying  balance sheets of Klick, Kent & Allen, Inc. as
of December 31, 1997 and 1996,  and the related  statements  of  operations  and
stockholders'  equity,  and cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Klick, Kent & Allen, Inc. as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

/s/ Kearney & Company
---------------------
Annandale, VA

February 4, 1998


<PAGE>



                            KLICK, KENT & ALLEN, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>

                                     ASSETS

                                                       1997         1996
                                                       ----         ----
Current assets:
<S>                                                       <C>          <C>
         Cash and cash equivalents                 $   63,086   $    1,237
         Accounts receivable                        1,090,432      658,265
         Prepaid expenses and deposits                 69,029       35,373
                                                   ----------   ----------

         Total current assets                       1,222,547      694,875
                                                   ----------   ----------

Property and equipment:
         Furniture and equipment                      390,370      311,297
         Software                                      19,573       13,635
         Leasehold improvements                        11,470       25,485
                                                   ----------   ----------
                                                      421,413      350,417

Less:  accumulated depreciation and amortization      331,220      293,306
                                                   ----------   ----------

         Net property and equipment                    90,193       57,111
                                                   ----------   ----------

         Total assets                              $1,312,740   $  751,986
                                                   ==========   ==========

</TABLE>



                       See notes to financial statements.

                                       2

<PAGE>




                                        

                            KLICK, KENT & ALLEN, INC.
                           BALANCE SHEETS (CONTINUED)
                           DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                              1997         1996
                                                              ----         ----
Current liabilities:
<S>                                                       <C>          <C>
         Accounts payable                                 $   49,633   $   37,287
         Cash overdraft                                            0        3,436
         Retirement plan contribution payable                133,035      100,107
         Note payable, credit line                           450,000      250,000
         Notes payable, stockholders                          66,971       74,030
         Security deposit, sub-tenant                         11,489            0
                                                          ----------   ----------

         Total current liabilities                           711,128      464,860
                                                          ----------   ----------
Commitments

Stockholders' equity:
         Common stock, $1 par, 1,000 shares authorized,
            650 shares outstanding                               650          650
         Additional paid-in capital                           89,960       89,960
         Retained earnings                                   511,002      196,516
                                                          ----------   ----------

         Total stockholders' equity                          601,612      287,126

Total liabilities and stockholders' equity                $1,312,740   $  751,986
                                                          ==========   ==========
</TABLE>


                       See notes to financial statements.

                                       3


<PAGE>


                            KLICK, KENT & ALLEN, INC.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>

                                                      1997        1996
                                                      ----        ----

<S>                                               <C>          <C>       
Revenues                                          $5,489,863   $2,877,194

Direct costs, except owners' compensation          2,039,803      816,795
                                                  ----------   ----------

Gross profit before owners' compensation           3,450,060    2,060,399

Operating expenses, except owners' compensation      732,090      554,165
                                                  ----------   ----------

Income before owners' compensation                 2,717,970    1,506,234

Owners' compensation                               2,463,897    1,457,669
                                                  ----------   ----------

Income from operations                               254,073       48,565
                                                  ----------   ----------

Other income:

         Interest                                     25,854        9,471
         Miscellaneous                                    36        1,751
         Rental                                       34,523            0
                                                  ----------    ---------
Total other income                                    60,413       11,222
                                                  ----------   ----------
Net income                                        $  314,486   $   59,787
                                                  ==========   ==========



</TABLE>



                       See notes to financial statements.

                                       4

<PAGE>







                            KLICK, KENT & ALLEN, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                     Additional
                                    Common Stock    Paid-In Capital       Retained Earnings
                                    ------------    ---------------       -----------------

<S>              <C>                 <C>               <C>                  <C>       
Balance, January 1, 1996             $     700         $  90,010            $ 200,159 
                                                                                      
Purchase of 50 shares                      (50)              (50)             (63,430)
                                                                                      
                                                                                      
Net income                                                                     59,787 
                                      --------         ---------            --------- 
Balance, December 31, 1996                 650            89,960              196,516 
                                                                                      
Net income                                                                    314,486 
                                      --------         ---------            --------- 
Balance, December 31, 1997           $     650         $  89,960            $ 511,002 
                                     =========         =========            ========= 
                                                                            

</TABLE>

                       See notes to financial statements.


                                        5

<PAGE>



                            KLICK, KENT & ALLEN, INC.
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                1997        1996
                                                                ----        ----
<S>                                                         <C>          <C>      
Cash flows from operating activities:
  Net income                                                $ 314,486    $  59,787
  Adjustment to reconcile net income to                                           
      net cash provided by operating activities:                                  
  Depreciation expense                                         50,444       37,624
  Net loss from disposal of property                                0          672
  (Increase) in accounts receivable                          (432,167)    (288,378)
  (Increase) in prepaid expenses                              (33,656)      (7,490)
  Increase in accounts payable and                          
      accrued expense                                          22,471        1,709
  Increase in retirement plan contribution
   payable                                                     34,298       39,622
                                                            ---------    ---------
        Net cash used by operating activities                 (44,124)    (156,454)
                                                            ---------    ---------
Cash flows from investing activities:
   Proceeds from disposition of leasehold
     Improvements                                              24,559            0
   Acquisition of property and equipment                     (108,086)     (56,713)
                                                              ---------    --------
        Net cash (used) by investing activities               (83,527)     (56,713)
                                                            ---------    ---------
Cash flows from financing activities:
   Payments on notes payable, line of credit                 (300,000)     (75,000)
   Payments on notes payable, stockholders                    (10,500)     (23,771)
   Proceeds from notes payable, line of credit                500,000      225,000
   Proceeds from notes payable, stockholders                        0       23,549
                                                            ---------    ---------

        Net cash provided by financing activities             189,500      149,778
                                                            ---------    ---------

Net increase (decrease) in cash                                61,849      (63,389)

Cash balance, beginning                                         1,237       64,626
                                                            ---------    ---------

Cash balance, ending                                        $  63,086    $   1,237
                                                            =========    =========
Supplemental disclosures of cash flow information:
        Interest paid                                       $  19,800    $  11,759
                                                            =========    =========
</TABLE>



                       See notes to financial statements.

                                       6


<PAGE>

  
                           KLICK, KENT & ALLEN , INC.
                         NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED CECEMBER 31, 1997 AND 1996



1.   Organization and description of business:

     The Company,  which  provides  financial  analysis and economic  consulting
     services  primarily  to  network  industries,   including   transportation,
     telecommunication  and pipeline companies,  was incorporated in Virginia in
     November  1987.  Most of the Company's  customers are Fortune 100 companies
     located throughout the United States.

2.   Summary of significant accounting policies:

     Basis of accounting:

     The Company  prepares its books on the accrual basis of accounting.  Income
     is recognized when earned and expenses are realized when incurred.

     Cash and cash equivalents:

     The Company  considers all highly liquid debt  instruments  purchased  with
     maturities of 90 days or less to be cash equivalents.

  Property and equipment:

     Property and  equipment  are recorded at cost.  The assets are  depreciated
     using accelerated and straight line methods over the estimated useful lives
     ranging from 1 to 40 years.

     Income taxes:

     The Company, with the consent of its stockholders, has elected to be an "S"
     corporation  under the Internal Revenue Code and similar state law. Instead
     of paying corporate  income taxes, the stockholders are taxed  individually
     on the Company's taxable income.  Therefore,  no provision or liability for
     federal or state income taxes has been made.



                                       7
<PAGE>



                            KLICK, KENT & ALLEN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1997 AND 1996

3.   Notes payable:
<TABLE>
<CAPTION>

                                                       Balance at          Balance at
                                                   December 31, 1997   December 31, 1996
                                                   -----------------   -----------------
<S>                            <C>                      <C>                   <C>     
Line of credit,  with  NationsBank 
Interest is payable monthly at 9.5%                     $450,000              $250,000
                                                                                      
Note  payable  Harry W. Bues  dated                                                   
December  28, 1994 in the amount of                                                   
$10,000;  interest accrues at 7.22%                                                   
per annum;  principal plus interest                                                   
are due January 2, 1997                                        0                10,500
                                                                                      
Note payable  Harry W. Bues,  dated                                                   
November  30, 1996 in the amount of                                                   
$63,530,  simple  interest at 5.00%                                                   
per annum;  principal plus interest                                                   
are  due  upon  termination  of his                                                   
employment                                                66,971                63,530
                                                        --------              --------
                                                                                      
Total notes payable                                      516,971               324,030
Less current portion                                     516,971               324,030
                                                        --------              --------
                                                                                      
Long-term debt net of current portion                   $      0              $      0
                                                        ========              ========
                                                                        
</TABLE>

Substantially  all of the Company's net assets are pledged as collateral for the
NationsBank  loan.  The  NationsBank  loan is subject  to a  covenant  regarding
maintenance of a minimum debt to equity ratio. At December 31, 1997, the Company
was in compliance with that covenant.


                                       8

<PAGE>



                            KLICK, KENT & ALLEN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1997 AND 1996

4.   Commitments:

     The  Company  entered  into a new  lease  on June 14,  1997 for its  office
     facilities and parking spaces  pursuant to an agreement  which expires June
     14,  2004,  with an  option to extend  it until  June 13,  2009.  The lease
     includes a provision  for annual  escalations  which are computed  based on
     changes in the consumer price index  commencing on the first day of January
     1998 and every January 1st thereafter. For the year ended December 31, 1997
     and 1996,  rental expense  accrued  pursuant to this lease was $196,778 and
     $131,195,  respectively.  The Company also leases  office  equipment  under
     various operating  leases.  Rent expense under these leases was $17,848 and
     $4,935 for the years ended December 31, 1997 and 1996, respectively.

     Future  minimum  annual  lease  payments  under all  operating  leases with
     initial terms in excess of one year are as follows:

            Year ended December 31,

            1998                                           $   273,247
            1999                                               278,411
            2000                                               274,983
            2001                                               273,955
            2002                                               279,434
            Thereafter                                         418,271
                                                          ------------

                                                            $1,798,301
                                                           ===========

     Common stock is subject to a stock repurchase agreement whereby the Company
     has the option to purchase any stock offered for sale by a stockholder  not
     purchased  by the other  stockholders.  Upon  death of a  stockholder,  the
     Company is obligated to purchase all of the deceased  stockholder's shares.
     The price per share is determined periodically by the Board of Directors.

5.   Retirement plan:

     Employees of the Company may participate in a 401(k) savings plan,  whereby
     the  Employees  may  elect  to  make  contributions  pursuant  to a  salary
     reduction  agreement upon meeting age and  length-of-service  requirements.
     The Company  can elect to match the  contribution  of  electing  employees'
     deferrals.  Matching  contributions to the plan were approximately $105,422
     and $69,000 for the years ended December 31, 1997 and 1996, respectively.


                                       9

<PAGE>


                            KLICK, KENT & ALLEN, INC.

                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997


<PAGE>



   
                            KLICK, KENT & ALLEN, INC.

                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

Financial statements:

         Balance sheets................................................ 1-2

         Statements of income and retained earnings....................   3

         Statements of cash flows......................................   4

         Notes to financial statements..................................  5






<PAGE>

                                   


                            KLICK, KENT& ALLEN, INC.
                                 BALANCE SHEETS
                             MARCH 31, 1998 AND 1997
                      

                                     ASSETS
<TABLE>
<CAPTION>

                                            1998         1997
                                            ----         ----
Current assets:

<S>                                            <C>          <C>       
  Cash                                  $  441,105   $  278,412
  Accounts receivable                      930,433      990,189
  Prepaid expenses and deposits             76,652       44,003
                                        ----------   ----------

           Total current assets          1,448,190    1,312,604
                                        ----------   ----------

Property and equipment:

 Furniture and equipment                   393,669      341,049
 Software                                   21,212       13,635
 Leasehold improvements                     11,768       25,485
                                        ----------   ----------
                                           426,649      380,169
 Less:  accumulated depreciation           344,878      316,086
                                        ----------   ----------

          Net property and equipment        81,771       64,083
                                        ----------   ----------

Total assets                           $ 1,529,961  $ 1,376,687
                                        ==========   ==========
</TABLE>


                       See notes to financial statements.

                                       1

<PAGE>



                            KLICK, KENT & ALLEN, INC.
                           BALANCE SHEETS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                      

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
 


                                                               1998         1997
                                                               ----         ----
<S>                                                       <C>          <C>      
Current liabilities:
   Accounts payable                                       $   43,399   $   67,646
   Retirement plan contribution payable                       30,002      140,965
   Notes payable, credit line                                300,000      250,000
   Note payable, stockholders                                 67,765       63,530
   Security deposit, sub-tenant                               11,489            0
                                                          ----------   ----------

     Total current liabilities                               452,655      522,141
                                                          ----------   ----------

Stockholders' equity:

   Common stock, $1 par value; 1,000 shares authorized,

   650 shares outstanding                                        650          650
   Additional paid-in capital                                 89,960       89,960
   Retained earnings                                         986,696      763,936
                                                          ----------   ----------

   Total stockholders' equity                              1,077,306      854,546
                                                          ----------   ----------

Total liabilities and stockholders' equity                $1,529,961   $1,376,687
                                                          ==========   ==========

</TABLE>

                                       2

<PAGE>



                            KLICK, KENT & ALLEN, INC.
                   STATEMENTS OF INCOME AND RETAINED EARNINGS
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                      

<TABLE>
<CAPTION>

                                                        1998         1997
                                                  ----------   ----------

<S>                                               <C>          <C>       
Revenues                                          $1,375,863   $1,375,982

Direct costs, except owners' compensation            479,539      429,002
                                                  ----------   ----------

Gross profit before owners' compensation             896,324      946,980

Operating expenses, except owners' compensation      208,761      171,064
                                                  ----------   ----------

Income before owners' compensation                   687,563      775,916

Owners' compensation                                 211,869      208,496
                                                  ----------   ----------

Net income                                           475,694      567,420

Retained earnings, January 1                         511,002      196,516
                                                  ----------   ----------

Retained earnings, March 31                       $  986,696   $  763,936
                                                  ==========   ==========

</TABLE>

                       See notes to financial statements.

                                       3


<PAGE>





                            KLICK, KENT & ALLEN, INC.
                            STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                     

<TABLE>
<CAPTION>

                                                                1998      1997
                                                                ----      ----
<S>                                                          <C>          <C>   
Cash flows from operating activities:
 Net income                                                  $ 475,694    $ 567,420

Adjustment to reconcile net income to net cash provided by
 operating activities:
  Depreciation expense                                          13,658       22,780
  (Increase) decrease in accounts receivable                   159,999     (331,924)
  Increase in prepaid expenses                                  (7,623)      (8,630)
  Increase (decrease) in accounts payable
   and accrued expenses                                         (6,234)      26,923
  Increase (decrease) in pension contribution payable         (103,033)      40,858
                                                              ---------     --------

     Net cash provided by operating activities                 532,461      317,427
                                                             ---------     ---------

Cash flows from investing activities:
 Purchase of property and equipment                             (5,236)     (29,752)
                                                             ---------     ---------

     Net cash used by investing activities                      (5,236)     (29,752)
                                                             ---------     ---------

Cash flows from financing activities:
  Payments on/increase in notes payable, stockholders              794      (10,500)
  Repayment of notes payable, line of credit                  (150,000)           0
                                                             ---------     ---------

     Net cash used by financing activities                    (149,206)     (10,500)
                                                             ---------     ---------

Net increase in cash                                           378,019      277,175

Cash, January 1                                                 63,086        1,237
                                                             ---------     ---------

Cash, March 31                                               $ 441,105    $ 278,412
                                                             =========     =========

Supplemental  disclosures of cash flow information:
 Cash paid during the period for:
 Interest                                                    $  11,482    $   6,264
                                                             =========     =========

</TABLE>
                                             
                       See notes to financial statements.

                                       4

<PAGE>




                           KLICK, KENT & ALLEN, INC.
                         NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 1998 AND 1997
                     




1.   ORGANIZATION AND DESCRIPTION OF BUSINESS:

     The Company,  which  provides  financial  analysis and economic  consulting
     services  primarily to the network  industries,  including  transportation,
     telecommunications and pipeline companies,  was incorporated in Virginia in
     November  1987.  Most of the Company's  customers are Fortune 100 companies
     located throughout the United States. 


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
     Basis of accounting:

     The Company  prepares its books on the accrual basis of accounting.  Income
     is recognized when earned and expenses are realized when incurred. 

     Cash and cash equivalents:

     The Company  considers all highly liquid debt  instruments  purchased  with
     maturities of 90 days or less to be cash equivalents.

     Property and equipment:


     Property and  equipment  are recorded at cost.  The assets are  depreciated
     using accelerated and straight line methods over the estimated useful lives
     ranging from 1 to 39.5 years.

     Income taxes:

     The Company, with the consent of its stockholders, has elected to be an "S"
     corporation  under the Internal Revenue Code and similar state law. Instead
     of paying corporate  income taxes, the stockholders are taxed  individually
     on the Company's taxable income.  Therefore,  no provision or liability for
     Federal or state income taxes has been made.


                                       5

<PAGE>




                            KLICK, KENT & ALLEN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                     


3.   NOTES PAYABLE:

                                                       Balance at March 31,
                                                         1998       1997
                                                         ----       ----

Line of credit with NationsBank; interest is
payable monthly at 9.5%                                $300,000   $250,000

Note payable stockholder, Harry W 
Bues, dated November 30, 1996 in the
amount of $63,530,  simple interest at
5.00% per annum;  principal plus
interest are due upon termination of his
employment                                               67,765     63,530
                                                       --------   --------
Total notes payable                                     367,765    313,530

Less current portion                                    367,765    313,530
                                                       --------   --------

Long-term debt net of current portion                  $      0   $      0
                                                       ========   ========


Substantially,  all of the Company's  assets are pledged as  collateral  for the
NationsBank  loan.  The  NationsBank  loan is subject  to a  covenant  regarding
maintenance of a minimum debt to equity ratio.  At March 31, 1998,  according to
management, the Company was in compliance of that covenant.


                                       6

<PAGE>



                            KLICK, KENT & ALLEN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31 1998 AND 1997
                     

4.   COMMITMENTS:

     The  Company  entered  into a new  lease  on June 14,  1997 for its  office
     facilities and parking spaces  pursuant to an agreement  which expires June
     14, 2004. The lease includes a provision for annual  escalations  which are
     computed  based on changes in the consumer  price index  commencing  on the
     first day of January 1998 and every January 1st  thereafter.  For the three
     months ended March 31, 1998 and 1997,  rental expense  accrued  pursuant to
     this lease was $64,538 and $35,083,  respectively.  The Company also leases
     office equipment under various operating  leases.  Rent expense under these
     leases was $4,276 and $1,164 for the three  months ended March 31, 1998 and
     1997,  respectively.   Future  minimum  annual  lease  payments  under  all
     operating leases with initial terms in excess of one year are as follows:

     Year ended December 31,

                  1998                             $   273,247
                  1999                                 278,411
                  2000                                 274,983
                  2001                                 273,955
                  2002                                 279,434
                  Thereafter                           418,271
                                                   ------------
                                                    $1,798,301
                                                   ============

     Common  stock is  subject  to a stock  repurchase  agreement,  whereby  the
     Company  has the  option  to  purchase  any  stock  offered  for  sale by a
     stockholder  not  purchased  by the  other  stockholders.  Upon  death of a
     stockholder,  the  Company is  obligated  to purchase  all of the  deceased
     stockholder's shares. The price per share is determined periodically by the
     Board of Directors.  To provide the funds for such  purchases,  the Company
     has purchased life insurance on the lives of the stockholders.

5.   RETIREMENT PLAN:

     Employees of the Company may participate in a 401(k) savings plan,  whereby
     the  Employees  may  elect  to  make  contributions  pursuant  to a  salary
     reduction  agreement upon meeting age and  length-of-service  requirements.
     The Company  can elect to match the  contribution  of  electing  employees'
     deferrals.  Matching contributions to the plan were $26,698 and $20,628 for
     the three months ended March 31, 1998 and 1997, respectively.


                                       7

<PAGE>


FTI CONSULTING, INC.
<TABLE>
<CAPTION>

BALANCE SHEETS  
PRO FORMA                                                                                       FTI/KK&A
MARCH 31, 1998                                                         PRO FORMA               PRO FORMA
                                     FTI               KK&A           ADJUSTMENTS               COMBINED
                                ---------------    --------------    ---------------        -----------------
<S>                                 <C>                 <C>                                       <C>       
ASSETS
CURRENT ASSETS:
Cash and cash equivalents           $2,663,165          $441,105                                  $3,104,270
Accounts receivable, net            11,465,555           930,433                                  12,395,988
Unbilled receivables, net            3,702,827                                                     3,702,827
Deferred income taxes                  160,065                                                       160,065
Prepaid expenses                     1,165,139            76,652                                   1,241,791
                                ---------------    --------------    ---------------        -----------------
TOTAL CURRENT ASSETS                19,156,750         1,448,190                  -               20,604,940

PROPERTY AND EQUIPMENT:
Buildings                              411,241                                                       411,241
Furniture and equipment             12,315,450           414,881                                  12,730,331
Leasehold improvements               1,526,219            11,768                                   1,537,987
                                ---------------    --------------    ---------------        -----------------
                                    14,252,911           426,649                  -               14,679,560
Accumulated depreciation and        (7,863,293)         (344,878)                                 (8,208,171)
 amortization                   ---------------    --------------    ---------------        -----------------
PROPERTY - NET                       6,389,618            81,771                  -                6,471,389

Goodwill                             5,222,214                            9,682,461   (1)         15,029,675
                                                                            125,000   (2)
  Accumulated amortization            (143,627)                                                     (143,627)
                                ---------------                      ---------------        -----------------
                                     5,078,586                            9,807,461               14,886,047
Other assets                            60,136                                                        60,136
                                ---------------    --------------    ---------------        -----------------
TOTAL ASSETS                        30,685,090         1,529,961          9,807,461              $42,022,512
                                ===============    ==============    ===============        =================

LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
Accounts payble                      1,963,252            43,399            125,000   (2)          2,131,651
Current note payable                 1,200,000           300,000          8,000,000   (1)          9,500,000
Accrued compensation expense         1,674,193            30,002                                   1,704,195
Incomes tax payable                    689,836                                                       689,836
Advances from clients                  401,828                                                       401,828
Other current liabilities              117,238            79,254                                     196,492
                                ---------------    --------------    ---------------        -----------------
TOTAL CURRENT LIABILITIES            6,046,347           452,655          8,125,000               14,624,002

Long-term debt, less current           729,920                            2,000,000   (1)          2,729,920
 portion 
Other long-term liabilities            223,592                                                       223,592
Deferred income taxes                  168,578                                                       168,578
Commitment and contingent                    -                                                             -
 liabilities
STOCKHOLDERS' EQUITY:

Common stock, $.01 par value:           47,332               650               (650)  (1)             47,332
Additional paid-in capital          15,916,972            89,960            (89,960)  (1)         15,916,972
Retained earnings                    7,552,349           986,696           (226,929)  (1)          8,312,116
                                ---------------    --------------    ---------------        -----------------
TOTAL STOCKHOLDERS' EQUITY          23,516,653         1,077,306           (317,539)              24,276,420
                                ---------------    --------------    ---------------        -----------------
TOTAL LIABILITIES AND              $30,685,090        $1,529,961         $9,807,461              $42,022,512
STOCKHOLDERS'                   ===============    ==============    ===============        =================

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

FTI CONSULTING, INC.
PRO FORMA STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1997                                             PRO FORMA             PRO FORMA
                                                 FTI              KK&A          ADJUSTMENTS             COMBINED
                                            ---------------   --------------   ---------------       ---------------
<S>                                            <C>               <C>                                    <C>        
Revenues                                       $44,175,343       $5,489,863                             $49,665,206

Direct cost of revenues                         23,564,284        4,010,921        (1,291,118) (5)       26,284,087
Selling,general and administrative Expenses     15,240,802        1,205,069          (322,779) (5)       17,333,465
                                                                                      720,000  (3)
                                                                                      490,373  (4)
                                            ---------------   --------------   ---------------       ---------------
Total costs and expenses                        38,805,086        5,215,990          (403,524)           43,617,552
                                            ---------------   --------------   ---------------       ---------------

Income from operations                           5,370,257          273,873           403,524             6,047,654

Other income (expense):
   Interest and other income                       343,000           60,413                                 403,413
   Interest expense                               (170,000)         (19,800)                               (189,800)
                                            ---------------   --------------   ---------------       ---------------
                                                   173,000           40,613                 0               213,613
                                            ---------------   --------------   ---------------       ---------------
Income from continuing operations before 
income taxes                                     5,543,257          314,486           403,524             6,261,267
Income taxes                                     2,249,982                            287,204  (7)        2,537,186
                                            ---------------   --------------   ---------------       ---------------
                                                                                                     ---------------
Net income                                       3,293,275          314,486           116,320             3,724,081
                                            ===============   ==============   ===============       ===============
Income available to common stock holders        $3,293,275         $314,486          $116,320           $ 3,724,081
                                            ===============   ==============   ===============       ===============
Earnings Per Common Share:

   Net income per common share                       $0.73                                                    $0.82
                                            ===============                                          ===============

Earnings Per Common Share - Assuming 
Dilution:

Net income per common share- assuming
dilution                                             $0.70                                                    $0.79
                                            ===============                                          ===============

Weighted  avereage shares used in the 
calculation of basic and diluted earnings
per commons share:

Basic                                            4,528,627                                                4,528,627 (6)
                                            ===============                                          ===============
Diluted                                          4,697,517                                                4,697,517 (6)
                                            ===============                                          ===============

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

FTI CONSULTING, INC.
PRO FORMA STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 1998                                    PRO FORMA              PRO FORMA
                                           FTI               KK&A           ADJUSTMENTS              COMBINED
                                      ---------------   ---------------   -----------------      -----------------
<S>                                      <C>                <C>                                       <C>        
Revenues                                 $14,109,375        $1,375,863                                $15,485,238

Direct cost of revenues                    7,579,505           649,034                                  8,228,539
Selling,general and administrative
Expenses                                   4,662,088           239,653             180,000 (3)          5,204,334
                                                                                   122,593 (4)
                                      ---------------   ---------------   -----------------      -----------------
Total costs and expenses                  12,241,593           888,687             302,593             13,432,873
                                      ---------------   ---------------   -----------------      -----------------

Income from operations                     1,867,782           487,176            (302,593)             2,052,365

Other income (expense):
   Interest and other income                  55,581                                                       55,581
   Interest expense                          (58,644)          (11,482)                                   (70,126)
                                      ---------------   ---------------   -----------------      -----------------
                                              (3,063)          (11,482)                  0                (14,545)
                                      ---------------   ---------------   -----------------      -----------------
Income from continuing operations
before income taxes                        1,864,719           475,694            (302,593)             2,037,820
Income taxes                                 759,535                                69,240 (7)            828,775
                                      ---------------   ---------------   -----------------      -----------------
Net income                                 1,105,184           475,694            (371,833)             1,209,045
Preferred stock dividends                          0                                                            0
                                      ===============   ===============   =================      =================
Income available to common stock 
holders                                   $1,105,184          $475,694           ($371,833)            $1,209,045
                                      ===============   ===============   =================      =================
Earnings Per Common Share:
                                      ===============                                            =================
   Net income per common share                 $0.24                                                        $0.26
                                      ===============                                            =================

Earnings Per Common Share -
Assuming Dilution:
                                      ===============                                            =================
Net income per common share-
assuming dilution                              $0.22                                                        $0.24
                                      ===============                                            =================

Weighted avereage shares used in 
the calculation of basic and diluted
earnings per commons share:
Basic                                      4,598,130                                                    4,598,130 (6)
                                      ===============                                            =================
Diluted                                    5,071,994                                                    5,071,994 (6)
                                      ===============                                            =================
</TABLE>



<PAGE>
                      FTI CONSULTING, INC. AND SUBSIDIARIES

           NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The unaudited pro forma  financial  statements  give  retroactive  effect to the
acquisition of Klick, Kent & Allen, Inc. (KK&A) by the Company effective June 1,
1998  (the  date that  control  of KK&A was  transferred  to the  Company).  The
acquisition of KK&A was accounted for by the Company as a purchase.

Pro forma  adjustments to the pro forma  combined  balance sheet assume that the
transaction was consummated on March 31, 1998. Pro forma  adjustments to the pro
forma  combined   statement  of  operations  assume  that  the  transaction  was
consummated on January 1, 1997, and are based on the allocated purchase price as
reported  in the pro  forma  combined  balance  sheet at March 31,  1998.  These
adjustments are described below.

The purchase price for the  acquisition of KK&A of  $10,000,000,  plus estimated
expenses of $125,000 was allocated as follows:
<TABLE>
<CAPTION>

         Assets acquired:                                           (in thousands)

<S>                                                                     <C>     
                 Cash ..................................................$     90
                 Accounts receivable ...................................     895
                 Prepaid expenses ......................................      73
                 Property and equipment ................................      88
                 Goodwill...............................................   9,808
                                                                           -----
                     Total assets ......................................  10,954

         Liabilities assumed:

                 Accounts payable and accrued expenses .................      90
                 Current portion of long-term debt and capital
                     lease obligations .................................     414
                 Current deferred tax liability ........................      81
                 Long-term deferred tax liability ......................     244
                                                                           -----
                                                                             829
                                                                           -----
                     Total purchase price  . . . . . . . . . . . . . .    10,125
                                                                           =====
</TABLE>


The value of goodwill will be amortized over a twenty-year  period,  and will be
reviewed if the facts and  circumstances  suggest that the value of the goodwill
is impaired,  based on an analysis of future cash flows from the KK&A  business.
If this  review  indicates  that  the  goodwill  will  not be  recoverable,  the
Company's carrying value of the goodwill will be reduced accordingly.

These unaudited pro forma combined financial statements may not be indicative of
the results that may be obtained in the future. The unaudited pro forma combined
financial statements, including the notes thereto, should be read in conjunction
with the historical financial statements of the Company and KK&A.


<PAGE>



                      FTI CONSULTING, INC. AND SUBSIDIARIES
    NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS - (Concluded)

(1)  Adjustment  to reflect the issuance of $10 million of  promissory  notes to
     the KK&A stockholders and to record purchase accounting adjustments.

(2)  Adjustment to reflect the  acquisition  expenses  incurred  relating to the
     purchase of KK&A.

(3)  Adjustment to reflect  interest  expense on the promissory  notes issued in
     connection  with the  acquisition.  Six  million in  promissory  notes were
     issued at a 7.0% rate of interest.  Four million in  promissory  notes were
     issued at a 7.5% rate of interest.

(4)  Adjustment to reflect the  Hadditional  amortization  of acquired  goodwill
     which will be amortized over a 20-year period.

(5)  In connection  with the  acquisition,  the Company  entered into employment
     agreements with the four  stockholders and executive  officers of KK&A. The
     future amount of compensation  to be paid to these officers,  who will have
     substantially the same duties and  responsibilities,  will be less than the
     amounts paid in periods prior to the acquisition, with the exception of the
     three months ended March 31, 1998.  The pro forma  adjustment  assumes that
     the officers had received the reduced amount of  compensation  for the year
     ended December 31, 1997.

(6)  Weighted average shares used in calculating  basic and diluted earnings per
     share are the same as  reported  in the  Company's  consolidated  financial
     statements.

(7)  Adjustment to reflect  income tax expense of operations at a 40% income tax
     rate.


<PAGE>



                                INDEX TO EXHIBITS


EXHIBIT
    NO.                   EXHIBIT
-------                   -------

  2.1           Stock  Purchase  Agreement  dated June 30, 1998 by and among the
                Company, KK&A, and the Stockholders.

  23.1          Consent of Kearney & Company
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 60308}]
{"company-data": {"conformed-name": "FTI CONSULTING INC", "cik": "0000887936", "assigned-sic": "8742", "irs-number": "521261113", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-02002", "film-number": "98666843"}, "business-address": {"street1": "2021 RESEARCH DR", "city": "ANNAPOLIS", "state": "MD", "zip": "21401", "phone": "4102248770"}, "former-company": {"former-conformed-name": "FORENSIC TECHNOLOGIES INTERNATIONAL CORP", "date-changed": "19960306"}}
U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) June 30, 1998

                              FTI CONSULTING, INC.
             (Exact name of registrant as specified in its charter)
Maryland                         0000887936                       52-1261113
(State of other jurisdiction of      (Commission File Number)    (IRS Employer Identification No.)
        incorporation)
2021 Research Drive, Annapolis, Maryland 21401
          (Address of principal executive offices, including Zip Code)

                                 (410) 224-8770
              (Registrant's telephone number, including area code)
FTI CONSULTING, INC.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

     On June 30, 1998,  FTI  Consulting,  Inc. (the  "Company"),  Klick,  Kent &
Allen, Inc. ("KK&A"), and John C. Klick, Christopher D. Kent, Evan J. Allen, and
Michael   R.   Baranowski   (each  a   "Stockholder"   and   collectively,   the
"Stockholders")  entered  into a Stock  Purchase  Agreement  whereby  all of the
issued and outstanding  shares of the capital stock of KK&A was purchased by the
Company  for  the  purchase  price  of Ten  Million  Dollars  ($10,000,000),  as
evidenced by promissory notes. Six Million Dollars  ($6,000,000) was paid to the
Stockholders on July 1, 1998. The balance will be paid in two equal installments
on the first and second  anniversaries of the first  installment.  Additionally,
the Stockholders will be paid an earn-out as additional  purchase price equal to
fifty percent (50%) of the aggregate pre-tax profits of KK&A for the three years
ended June 30, 2001. The purchase price was based upon the Company's  evaluation
of the financial  condition,  business  operations and prospects of KK&A and was
negotiated in an arms length  transaction  among unrelated and  unaffiliated (as
defined under Rule 144  promulgated by the  Securities and Exchange  Commission)
parties.  KK&A is in the business of providing strategic and economic consulting
to  various  regulated   businesses,   advising  on  such  matters  as  industry
deregulation,  mergers and acquisitions, rate and costs structures, economic and
financial modeling and litigation and litigation risk analysis

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (a) Financial  Statements.  Audited  financial  statements of KK&A, for the
years ended  December 31, 1997 and 1996 and  unaudited  financial  statements of
KK&A, for the three months ended March 31, 1998 and 1997.

     (b) Pro Forma Financial Information.  Pro Forma Balance Sheet and Pro Forma
Statement of Income,  combining the Company and KK&A for the year ended December
31, 1997, and the three months ended March 31, 1998.

     (c) Exhibits

               2.1    Stock Purchase  Agreement dated June 30, 1998 by and among
                      the Company, KK&A, and the Stockholders.

               23.1   Consent of Kearney & Company
SIGNATURES

          Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

             FTI CONSULTING, INC.
             (Registrant)

                                     By: /s/ Gary Sindler
                                       -----------------------------------------
                                     Gary Sindler
                                     Executive Vice President and Chief
                                     Financial Officer, Secretary and Treasurer

DATED: July 15, 1998
KLICK, KENT & ALLEN, INC.

                     YEARS ENDED DECEMBER 31, 1997 AND 1996
KLICK, KENT & ALLEN, INC.
                     YEARS ENDED DECEMBER 31, 1997 AND 1996

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

Independent Auditor's Report ...........................................   1

Financial statements:

  Balance sheets ....................................................... 2-3

  Statements of operations..............................................   4

  Statements of stockholders' equity....................................   5

  Statements of cash flows .............................................   6

  Notes to financial statements ........................................ 7-9

Independent Auditor's Report on Additional
  Information ..........................................................  10
INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
   of Klick, Kent & Allen, Inc.
Alexandria, Virginia

We have audited the accompanying  balance sheets of Klick, Kent & Allen, Inc. as
of December 31, 1997 and 1996,  and the related  statements  of  operations  and
stockholders'  equity,  and cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Klick, Kent & Allen, Inc. as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

/s/ Kearney & Company
---------------------
Annandale, VA

February 4, 1998
KLICK, KENT & ALLEN, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996
ASSETS

                                                       1997         1996
                                                       ----         ----
Current assets:
Cash and cash equivalents                 $   63,086   $    1,237
         Accounts receivable                        1,090,432      658,265
         Prepaid expenses and deposits                 69,029       35,373
                                                   ----------   ----------

         Total current assets                       1,222,547      694,875
                                                   ----------   ----------

Property and equipment:
         Furniture and equipment                      390,370      311,297
         Software                                      19,573       13,635
         Leasehold improvements                        11,470       25,485
                                                   ----------   ----------
                                                      421,413      350,417

Less:  accumulated depreciation and amortization      331,220      293,306
                                                   ----------   ----------

         Net property and equipment                    90,193       57,111
                                                   ----------   ----------

         Total assets                              $1,312,740   $  751,986
                                                   ==========   ==========
See notes to financial statements.

                                       2
KLICK, KENT & ALLEN, INC.
                           BALANCE SHEETS (CONTINUED)
                           DECEMBER 31, 1997 AND 1996
LIABILITIES AND STOCKHOLDERS' EQUITY

                                                              1997         1996
                                                              ----         ----
Current liabilities:
Accounts payable                                 $   49,633   $   37,287
         Cash overdraft                                            0        3,436
         Retirement plan contribution payable                133,035      100,107
         Note payable, credit line                           450,000      250,000
         Notes payable, stockholders                          66,971       74,030
         Security deposit, sub-tenant                         11,489            0
                                                          ----------   ----------

         Total current liabilities                           711,128      464,860
                                                          ----------   ----------
Commitments

Stockholders' equity:
         Common stock, $1 par, 1,000 shares authorized,
            650 shares outstanding                               650          650
         Additional paid-in capital                           89,960       89,960
         Retained earnings                                   511,002      196,516
                                                          ----------   ----------

         Total stockholders' equity                          601,612      287,126

Total liabilities and stockholders' equity                $1,312,740   $  751,986
                                                          ==========   ==========
See notes to financial statements.

                                       3
KLICK, KENT & ALLEN, INC.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1997 AND 1996
1997        1996
                                                      ----        ----
Revenues                                          $5,489,863   $2,877,194

Direct costs, except owners' compensation          2,039,803      816,795
                                                  ----------   ----------

Gross profit before owners' compensation           3,450,060    2,060,399

Operating expenses, except owners' compensation      732,090      554,165
                                                  ----------   ----------

Income before owners' compensation                 2,717,970    1,506,234

Owners' compensation                               2,463,897    1,457,669
                                                  ----------   ----------

Income from operations                               254,073       48,565
                                                  ----------   ----------

Other income:

         Interest                                     25,854        9,471
         Miscellaneous                                    36        1,751
         Rental                                       34,523            0
                                                  ----------    ---------
Total other income                                    60,413       11,222
                                                  ----------   ----------
Net income                                        $  314,486   $   59,787
                                                  ==========   ==========
See notes to financial statements.

                                       4
KLICK, KENT & ALLEN, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1997 AND 1996
Additional
                                    Common Stock    Paid-In Capital       Retained Earnings
                                    ------------    ---------------       -----------------
Balance, January 1, 1996             $     700         $  90,010            $ 200,159 
                                                                                      
Purchase of 50 shares                      (50)              (50)             (63,430)
                                                                                      
                                                                                      
Net income                                                                     59,787 
                                      --------         ---------            --------- 
Balance, December 31, 1996                 650            89,960              196,516 
                                                                                      
Net income                                                                    314,486 
                                      --------         ---------            --------- 
Balance, December 31, 1997           $     650         $  89,960            $ 511,002 
                                     =========         =========            =========
See notes to financial statements.

                                        5
KLICK, KENT & ALLEN, INC.
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1997 AND 1996
1997        1996
                                                                ----        ----
Cash flows from operating activities:
  Net income                                                $ 314,486    $  59,787
  Adjustment to reconcile net income to                                           
      net cash provided by operating activities:                                  
  Depreciation expense                                         50,444       37,624
  Net loss from disposal of property                                0          672
  (Increase) in accounts receivable                          (432,167)    (288,378)
  (Increase) in prepaid expenses                              (33,656)      (7,490)
  Increase in accounts payable and                          
      accrued expense                                          22,471        1,709
  Increase in retirement plan contribution
   payable                                                     34,298       39,622
                                                            ---------    ---------
        Net cash used by operating activities                 (44,124)    (156,454)
                                                            ---------    ---------
Cash flows from investing activities:
   Proceeds from disposition of leasehold
     Improvements                                              24,559            0
   Acquisition of property and equipment                     (108,086)     (56,713)
                                                              ---------    --------
        Net cash (used) by investing activities               (83,527)     (56,713)
                                                            ---------    ---------
Cash flows from financing activities:
   Payments on notes payable, line of credit                 (300,000)     (75,000)
   Payments on notes payable, stockholders                    (10,500)     (23,771)
   Proceeds from notes payable, line of credit                500,000      225,000
   Proceeds from notes payable, stockholders                        0       23,549
                                                            ---------    ---------

        Net cash provided by financing activities             189,500      149,778
                                                            ---------    ---------

Net increase (decrease) in cash                                61,849      (63,389)

Cash balance, beginning                                         1,237       64,626
                                                            ---------    ---------

Cash balance, ending                                        $  63,086    $   1,237
                                                            =========    =========
Supplemental disclosures of cash flow information:
        Interest paid                                       $  19,800    $  11,759
                                                            =========    =========
See notes to financial statements.

                                       6
KLICK, KENT & ALLEN , INC.
                         NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED CECEMBER 31, 1997 AND 1996

1.   Organization and description of business:

     The Company,  which  provides  financial  analysis and economic  consulting
     services  primarily  to  network  industries,   including   transportation,
     telecommunication  and pipeline companies,  was incorporated in Virginia in
     November  1987.  Most of the Company's  customers are Fortune 100 companies
     located throughout the United States.

2.   Summary of significant accounting policies:

     Basis of accounting:

     The Company  prepares its books on the accrual basis of accounting.  Income
     is recognized when earned and expenses are realized when incurred.

     Cash and cash equivalents:

     The Company  considers all highly liquid debt  instruments  purchased  with
     maturities of 90 days or less to be cash equivalents.

  Property and equipment:

     Property and  equipment  are recorded at cost.  The assets are  depreciated
     using accelerated and straight line methods over the estimated useful lives
     ranging from 1 to 40 years.

     Income taxes:

     The Company, with the consent of its stockholders, has elected to be an "S"
     corporation  under the Internal Revenue Code and similar state law. Instead
     of paying corporate  income taxes, the stockholders are taxed  individually
     on the Company's taxable income.  Therefore,  no provision or liability for
     federal or state income taxes has been made.

                                       7
KLICK, KENT & ALLEN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1997 AND 1996

3.   Notes payable:
Balance at          Balance at
                                                   December 31, 1997   December 31, 1996
                                                   -----------------   -----------------
Line of credit,  with  NationsBank 
Interest is payable monthly at 9.5%                     $450,000              $250,000
                                                                                      
Note  payable  Harry W. Bues  dated                                                   
December  28, 1994 in the amount of                                                   
$10,000;  interest accrues at 7.22%                                                   
per annum;  principal plus interest                                                   
are due January 2, 1997                                        0                10,500
                                                                                      
Note payable  Harry W. Bues,  dated                                                   
November  30, 1996 in the amount of                                                   
$63,530,  simple  interest at 5.00%                                                   
per annum;  principal plus interest                                                   
are  due  upon  termination  of his                                                   
employment                                                66,971                63,530
                                                        --------              --------
                                                                                      
Total notes payable                                      516,971               324,030
Less current portion                                     516,971               324,030
                                                        --------              --------
                                                                                      
Long-term debt net of current portion                   $      0              $      0
                                                        ========              ========
Substantially  all of the Company's net assets are pledged as collateral for the
NationsBank  loan.  The  NationsBank  loan is subject  to a  covenant  regarding
maintenance of a minimum debt to equity ratio. At December 31, 1997, the Company
was in compliance with that covenant.

                                       8
KLICK, KENT & ALLEN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1997 AND 1996

4.   Commitments:

     The  Company  entered  into a new  lease  on June 14,  1997 for its  office
     facilities and parking spaces  pursuant to an agreement  which expires June
     14,  2004,  with an  option to extend  it until  June 13,  2009.  The lease
     includes a provision  for annual  escalations  which are computed  based on
     changes in the consumer price index  commencing on the first day of January
     1998 and every January 1st thereafter. For the year ended December 31, 1997
     and 1996,  rental expense  accrued  pursuant to this lease was $196,778 and
     $131,195,  respectively.  The Company also leases  office  equipment  under
     various operating  leases.  Rent expense under these leases was $17,848 and
     $4,935 for the years ended December 31, 1997 and 1996, respectively.

     Future  minimum  annual  lease  payments  under all  operating  leases with
     initial terms in excess of one year are as follows:

            Year ended December 31,

            1998                                           $   273,247
            1999                                               278,411
            2000                                               274,983
            2001                                               273,955
            2002                                               279,434
            Thereafter                                         418,271
                                                          ------------

                                                            $1,798,301
                                                           ===========

     Common stock is subject to a stock repurchase agreement whereby the Company
     has the option to purchase any stock offered for sale by a stockholder  not
     purchased  by the other  stockholders.  Upon  death of a  stockholder,  the
     Company is obligated to purchase all of the deceased  stockholder's shares.
     The price per share is determined periodically by the Board of Directors.

5.   Retirement plan:

     Employees of the Company may participate in a 401(k) savings plan,  whereby
     the  Employees  may  elect  to  make  contributions  pursuant  to a  salary
     reduction  agreement upon meeting age and  length-of-service  requirements.
     The Company  can elect to match the  contribution  of  electing  employees'
     deferrals.  Matching  contributions to the plan were approximately $105,422
     and $69,000 for the years ended December 31, 1997 and 1996, respectively.

                                       9
KLICK, KENT & ALLEN, INC.

                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
KLICK, KENT & ALLEN, INC.

                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

Financial statements:

         Balance sheets................................................ 1-2

         Statements of income and retained earnings....................   3

         Statements of cash flows......................................   4

         Notes to financial statements..................................  5
KLICK, KENT& ALLEN, INC.
                                 BALANCE SHEETS
                             MARCH 31, 1998 AND 1997
                      

                                     ASSETS
1998         1997
                                            ----         ----
Current assets:
Cash                                  $  441,105   $  278,412
  Accounts receivable                      930,433      990,189
  Prepaid expenses and deposits             76,652       44,003
                                        ----------   ----------

           Total current assets          1,448,190    1,312,604
                                        ----------   ----------

Property and equipment:

 Furniture and equipment                   393,669      341,049
 Software                                   21,212       13,635
 Leasehold improvements                     11,768       25,485
                                        ----------   ----------
                                           426,649      380,169
 Less:  accumulated depreciation           344,878      316,086
                                        ----------   ----------

          Net property and equipment        81,771       64,083
                                        ----------   ----------

Total assets                           $ 1,529,961  $ 1,376,687
                                        ==========   ==========
See notes to financial statements.

                                       1
KLICK, KENT & ALLEN, INC.
                           BALANCE SHEETS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                      

                      LIABILITIES AND STOCKHOLDERS' EQUITY
1998         1997
                                                               ----         ----
Current liabilities:
   Accounts payable                                       $   43,399   $   67,646
   Retirement plan contribution payable                       30,002      140,965
   Notes payable, credit line                                300,000      250,000
   Note payable, stockholders                                 67,765       63,530
   Security deposit, sub-tenant                               11,489            0
                                                          ----------   ----------

     Total current liabilities                               452,655      522,141
                                                          ----------   ----------

Stockholders' equity:

   Common stock, $1 par value; 1,000 shares authorized,

   650 shares outstanding                                        650          650
   Additional paid-in capital                                 89,960       89,960
   Retained earnings                                         986,696      763,936
                                                          ----------   ----------

   Total stockholders' equity                              1,077,306      854,546
                                                          ----------   ----------

Total liabilities and stockholders' equity                $1,529,961   $1,376,687
                                                          ==========   ==========
2
KLICK, KENT & ALLEN, INC.
                   STATEMENTS OF INCOME AND RETAINED EARNINGS
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
1998         1997
                                                  ----------   ----------
Revenues                                          $1,375,863   $1,375,982

Direct costs, except owners' compensation            479,539      429,002
                                                  ----------   ----------

Gross profit before owners' compensation             896,324      946,980

Operating expenses, except owners' compensation      208,761      171,064
                                                  ----------   ----------

Income before owners' compensation                   687,563      775,916

Owners' compensation                                 211,869      208,496
                                                  ----------   ----------

Net income                                           475,694      567,420

Retained earnings, January 1                         511,002      196,516
                                                  ----------   ----------

Retained earnings, March 31                       $  986,696   $  763,936
                                                  ==========   ==========
See notes to financial statements.

                                       3
KLICK, KENT & ALLEN, INC.
                            STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
1998      1997
                                                                ----      ----
Cash flows from operating activities:
 Net income                                                  $ 475,694    $ 567,420

Adjustment to reconcile net income to net cash provided by
 operating activities:
  Depreciation expense                                          13,658       22,780
  (Increase) decrease in accounts receivable                   159,999     (331,924)
  Increase in prepaid expenses                                  (7,623)      (8,630)
  Increase (decrease) in accounts payable
   and accrued expenses                                         (6,234)      26,923
  Increase (decrease) in pension contribution payable         (103,033)      40,858
                                                              ---------     --------

     Net cash provided by operating activities                 532,461      317,427
                                                             ---------     ---------

Cash flows from investing activities:
 Purchase of property and equipment                             (5,236)     (29,752)
                                                             ---------     ---------

     Net cash used by investing activities                      (5,236)     (29,752)
                                                             ---------     ---------

Cash flows from financing activities:
  Payments on/increase in notes payable, stockholders              794      (10,500)
  Repayment of notes payable, line of credit                  (150,000)           0
                                                             ---------     ---------

     Net cash used by financing activities                    (149,206)     (10,500)
                                                             ---------     ---------

Net increase in cash                                           378,019      277,175

Cash, January 1                                                 63,086        1,237
                                                             ---------     ---------

Cash, March 31                                               $ 441,105    $ 278,412
                                                             =========     =========

Supplemental  disclosures of cash flow information:
 Cash paid during the period for:
 Interest                                                    $  11,482    $   6,264
                                                             =========     =========
See notes to financial statements.

                                       4
KLICK, KENT & ALLEN, INC.
                         NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 1998 AND 1997
                     

1.   ORGANIZATION AND DESCRIPTION OF BUSINESS:

     The Company,  which  provides  financial  analysis and economic  consulting
     services  primarily to the network  industries,  including  transportation,
     telecommunications and pipeline companies,  was incorporated in Virginia in
     November  1987.  Most of the Company's  customers are Fortune 100 companies
     located throughout the United States. 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
     Basis of accounting:

     The Company  prepares its books on the accrual basis of accounting.  Income
     is recognized when earned and expenses are realized when incurred. 

     Cash and cash equivalents:

     The Company  considers all highly liquid debt  instruments  purchased  with
     maturities of 90 days or less to be cash equivalents.

     Property and equipment:

     Property and  equipment  are recorded at cost.  The assets are  depreciated
     using accelerated and straight line methods over the estimated useful lives
     ranging from 1 to 39.5 years.

     Income taxes:

     The Company, with the consent of its stockholders, has elected to be an "S"
     corporation  under the Internal Revenue Code and similar state law. Instead
     of paying corporate  income taxes, the stockholders are taxed  individually
     on the Company's taxable income.  Therefore,  no provision or liability for
     Federal or state income taxes has been made.

                                       5
KLICK, KENT & ALLEN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                     

3.   NOTES PAYABLE:

                                                       Balance at March 31,
                                                         1998       1997
                                                         ----       ----

Line of credit with NationsBank; interest is
payable monthly at 9.5%                                $300,000   $250,000

Note payable stockholder, Harry W 
Bues, dated November 30, 1996 in the
amount of $63,530,  simple interest at
5.00% per annum;  principal plus
interest are due upon termination of his
employment                                               67,765     63,530
                                                       --------   --------
Total notes payable                                     367,765    313,530

Less current portion                                    367,765    313,530
                                                       --------   --------

Long-term debt net of current portion                  $      0   $      0
                                                       ========   ========

Substantially,  all of the Company's  assets are pledged as  collateral  for the
NationsBank  loan.  The  NationsBank  loan is subject  to a  covenant  regarding
maintenance of a minimum debt to equity ratio.  At March 31, 1998,  according to
management, the Company was in compliance of that covenant.

                                       6
KLICK, KENT & ALLEN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31 1998 AND 1997
                     

4.   COMMITMENTS:

     The  Company  entered  into a new  lease  on June 14,  1997 for its  office
     facilities and parking spaces  pursuant to an agreement  which expires June
     14, 2004. The lease includes a provision for annual  escalations  which are
     computed  based on changes in the consumer  price index  commencing  on the
     first day of January 1998 and every January 1st  thereafter.  For the three
     months ended March 31, 1998 and 1997,  rental expense  accrued  pursuant to
     this lease was $64,538 and $35,083,  respectively.  The Company also leases
     office equipment under various operating  leases.  Rent expense under these
     leases was $4,276 and $1,164 for the three  months ended March 31, 1998 and
     1997,  respectively.   Future  minimum  annual  lease  payments  under  all
     operating leases with initial terms in excess of one year are as follows:

     Year ended December 31,

                  1998                             $   273,247
                  1999                                 278,411
                  2000                                 274,983
                  2001                                 273,955
                  2002                                 279,434
                  Thereafter                           418,271
                                                   ------------
                                                    $1,798,301
                                                   ============

     Common  stock is  subject  to a stock  repurchase  agreement,  whereby  the
     Company  has the  option  to  purchase  any  stock  offered  for  sale by a
     stockholder  not  purchased  by the  other  stockholders.  Upon  death of a
     stockholder,  the  Company is  obligated  to purchase  all of the  deceased
     stockholder's shares. The price per share is determined periodically by the
     Board of Directors.  To provide the funds for such  purchases,  the Company
     has purchased life insurance on the lives of the stockholders.

5.   RETIREMENT PLAN:

     Employees of the Company may participate in a 401(k) savings plan,  whereby
     the  Employees  may  elect  to  make  contributions  pursuant  to a  salary
     reduction  agreement upon meeting age and  length-of-service  requirements.
     The Company  can elect to match the  contribution  of  electing  employees'
     deferrals.  Matching contributions to the plan were $26,698 and $20,628 for
     the three months ended March 31, 1998 and 1997, respectively.

                                       7
FTI CONSULTING, INC.
BALANCE SHEETS  
PRO FORMA                                                                                       FTI/KK&A
MARCH 31, 1998                                                         PRO FORMA               PRO FORMA
                                     FTI               KK&A           ADJUSTMENTS               COMBINED
                                ---------------    --------------    ---------------        -----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents           $2,663,165          $441,105                                  $3,104,270
Accounts receivable, net            11,465,555           930,433                                  12,395,988
Unbilled receivables, net            3,702,827                                                     3,702,827
Deferred income taxes                  160,065                                                       160,065
Prepaid expenses                     1,165,139            76,652                                   1,241,791
                                ---------------    --------------    ---------------        -----------------
TOTAL CURRENT ASSETS                19,156,750         1,448,190                  -               20,604,940

PROPERTY AND EQUIPMENT:
Buildings                              411,241                                                       411,241
Furniture and equipment             12,315,450           414,881                                  12,730,331
Leasehold improvements               1,526,219            11,768                                   1,537,987
                                ---------------    --------------    ---------------        -----------------
                                    14,252,911           426,649                  -               14,679,560
Accumulated depreciation and        (7,863,293)         (344,878)                                 (8,208,171)
 amortization                   ---------------    --------------    ---------------        -----------------
PROPERTY - NET                       6,389,618            81,771                  -                6,471,389

Goodwill                             5,222,214                            9,682,461   (1)         15,029,675
                                                                            125,000   (2)
  Accumulated amortization            (143,627)                                                     (143,627)
                                ---------------                      ---------------        -----------------
                                     5,078,586                            9,807,461               14,886,047
Other assets                            60,136                                                        60,136
                                ---------------    --------------    ---------------        -----------------
TOTAL ASSETS                        30,685,090         1,529,961          9,807,461              $42,022,512
                                ===============    ==============    ===============        =================

LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
Accounts payble                      1,963,252            43,399            125,000   (2)          2,131,651
Current note payable                 1,200,000           300,000          8,000,000   (1)          9,500,000
Accrued compensation expense         1,674,193            30,002                                   1,704,195
Incomes tax payable                    689,836                                                       689,836
Advances from clients                  401,828                                                       401,828
Other current liabilities              117,238            79,254                                     196,492
                                ---------------    --------------    ---------------        -----------------
TOTAL CURRENT LIABILITIES            6,046,347           452,655          8,125,000               14,624,002

Long-term debt, less current           729,920                            2,000,000   (1)          2,729,920
 portion 
Other long-term liabilities            223,592                                                       223,592
Deferred income taxes                  168,578                                                       168,578
Commitment and contingent                    -                                                             -
 liabilities
STOCKHOLDERS' EQUITY:

Common stock, $.01 par value:           47,332               650               (650)  (1)             47,332
Additional paid-in capital          15,916,972            89,960            (89,960)  (1)         15,916,972
Retained earnings                    7,552,349           986,696           (226,929)  (1)          8,312,116
                                ---------------    --------------    ---------------        -----------------
TOTAL STOCKHOLDERS' EQUITY          23,516,653         1,077,306           (317,539)              24,276,420
                                ---------------    --------------    ---------------        -----------------
TOTAL LIABILITIES AND              $30,685,090        $1,529,961         $9,807,461              $42,022,512
STOCKHOLDERS'                   ===============    ==============    ===============        =================
FTI CONSULTING, INC.
PRO FORMA STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1997                                             PRO FORMA             PRO FORMA
                                                 FTI              KK&A          ADJUSTMENTS             COMBINED
                                            ---------------   --------------   ---------------       ---------------
Revenues                                       $44,175,343       $5,489,863                             $49,665,206

Direct cost of revenues                         23,564,284        4,010,921        (1,291,118) (5)       26,284,087
Selling,general and administrative Expenses     15,240,802        1,205,069          (322,779) (5)       17,333,465
                                                                                      720,000  (3)
                                                                                      490,373  (4)
                                            ---------------   --------------   ---------------       ---------------
Total costs and expenses                        38,805,086        5,215,990          (403,524)           43,617,552
                                            ---------------   --------------   ---------------       ---------------

Income from operations                           5,370,257          273,873           403,524             6,047,654

Other income (expense):
   Interest and other income                       343,000           60,413                                 403,413
   Interest expense                               (170,000)         (19,800)                               (189,800)
                                            ---------------   --------------   ---------------       ---------------
                                                   173,000           40,613                 0               213,613
                                            ---------------   --------------   ---------------       ---------------
Income from continuing operations before 
income taxes                                     5,543,257          314,486           403,524             6,261,267
Income taxes                                     2,249,982                            287,204  (7)        2,537,186
                                            ---------------   --------------   ---------------       ---------------
                                                                                                     ---------------
Net income                                       3,293,275          314,486           116,320             3,724,081
                                            ===============   ==============   ===============       ===============
Income available to common stock holders        $3,293,275         $314,486          $116,320           $ 3,724,081
                                            ===============   ==============   ===============       ===============
Earnings Per Common Share:

   Net income per common share                       $0.73                                                    $0.82
                                            ===============                                          ===============

Earnings Per Common Share - Assuming 
Dilution:

Net income per common share- assuming
dilution                                             $0.70                                                    $0.79
                                            ===============                                          ===============

Weighted  avereage shares used in the 
calculation of basic and diluted earnings
per commons share:

Basic                                            4,528,627                                                4,528,627 (6)
                                            ===============                                          ===============
Diluted                                          4,697,517                                                4,697,517 (6)
                                            ===============                                          ===============
FTI CONSULTING, INC.
PRO FORMA STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 1998                                    PRO FORMA              PRO FORMA
                                           FTI               KK&A           ADJUSTMENTS              COMBINED
                                      ---------------   ---------------   -----------------      -----------------
Revenues                                 $14,109,375        $1,375,863                                $15,485,238

Direct cost of revenues                    7,579,505           649,034                                  8,228,539
Selling,general and administrative
Expenses                                   4,662,088           239,653             180,000 (3)          5,204,334
                                                                                   122,593 (4)
                                      ---------------   ---------------   -----------------      -----------------
Total costs and expenses                  12,241,593           888,687             302,593             13,432,873
                                      ---------------   ---------------   -----------------      -----------------

Income from operations                     1,867,782           487,176            (302,593)             2,052,365

Other income (expense):
   Interest and other income                  55,581                                                       55,581
   Interest expense                          (58,644)          (11,482)                                   (70,126)
                                      ---------------   ---------------   -----------------      -----------------
                                              (3,063)          (11,482)                  0                (14,545)
                                      ---------------   ---------------   -----------------      -----------------
Income from continuing operations
before income taxes                        1,864,719           475,694            (302,593)             2,037,820
Income taxes                                 759,535                                69,240 (7)            828,775
                                      ---------------   ---------------   -----------------      -----------------
Net income                                 1,105,184           475,694            (371,833)             1,209,045
Preferred stock dividends                          0                                                            0
                                      ===============   ===============   =================      =================
Income available to common stock 
holders                                   $1,105,184          $475,694           ($371,833)            $1,209,045
                                      ===============   ===============   =================      =================
Earnings Per Common Share:
                                      ===============                                            =================
   Net income per common share                 $0.24                                                        $0.26
                                      ===============                                            =================

Earnings Per Common Share -
Assuming Dilution:
                                      ===============                                            =================
Net income per common share-
assuming dilution                              $0.22                                                        $0.24
                                      ===============                                            =================

Weighted avereage shares used in 
the calculation of basic and diluted
earnings per commons share:
Basic                                      4,598,130                                                    4,598,130 (6)
                                      ===============                                            =================
Diluted                                    5,071,994                                                    5,071,994 (6)
                                      ===============                                            =================
FTI CONSULTING, INC. AND SUBSIDIARIES

           NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The unaudited pro forma  financial  statements  give  retroactive  effect to the
acquisition of Klick, Kent & Allen, Inc. (KK&A) by the Company effective June 1,
1998  (the  date that  control  of KK&A was  transferred  to the  Company).  The
acquisition of KK&A was accounted for by the Company as a purchase.

Pro forma  adjustments to the pro forma  combined  balance sheet assume that the
transaction was consummated on March 31, 1998. Pro forma  adjustments to the pro
forma  combined   statement  of  operations  assume  that  the  transaction  was
consummated on January 1, 1997, and are based on the allocated purchase price as
reported  in the pro  forma  combined  balance  sheet at March 31,  1998.  These
adjustments are described below.

The purchase price for the  acquisition of KK&A of  $10,000,000,  plus estimated
expenses of $125,000 was allocated as follows:
Assets acquired:                                           (in thousands)
Cash ..................................................$     90
                 Accounts receivable ...................................     895
                 Prepaid expenses ......................................      73
                 Property and equipment ................................      88
                 Goodwill...............................................   9,808
                                                                           -----
                     Total assets ......................................  10,954

         Liabilities assumed:

                 Accounts payable and accrued expenses .................      90
                 Current portion of long-term debt and capital
                     lease obligations .................................     414
                 Current deferred tax liability ........................      81
                 Long-term deferred tax liability ......................     244
                                                                           -----
                                                                             829
                                                                           -----
                     Total purchase price  . . . . . . . . . . . . . .    10,125
                                                                           =====
The value of goodwill will be amortized over a twenty-year  period,  and will be
reviewed if the facts and  circumstances  suggest that the value of the goodwill
is impaired,  based on an analysis of future cash flows from the KK&A  business.
If this  review  indicates  that  the  goodwill  will  not be  recoverable,  the
Company's carrying value of the goodwill will be reduced accordingly.

These unaudited pro forma combined financial statements may not be indicative of
the results that may be obtained in the future. The unaudited pro forma combined
financial statements, including the notes thereto, should be read in conjunction
with the historical financial statements of the Company and KK&A.
FTI CONSULTING, INC. AND SUBSIDIARIES
    NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS - (Concluded)

(1)  Adjustment  to reflect the issuance of $10 million of  promissory  notes to
     the KK&A stockholders and to record purchase accounting adjustments.

(2)  Adjustment to reflect the  acquisition  expenses  incurred  relating to the
     purchase of KK&A.

(3)  Adjustment to reflect  interest  expense on the promissory  notes issued in
     connection  with the  acquisition.  Six  million in  promissory  notes were
     issued at a 7.0% rate of interest.  Four million in  promissory  notes were
     issued at a 7.5% rate of interest.

(4)  Adjustment to reflect the  Hadditional  amortization  of acquired  goodwill
     which will be amortized over a 20-year period.

(5)  In connection  with the  acquisition,  the Company  entered into employment
     agreements with the four  stockholders and executive  officers of KK&A. The
     future amount of compensation  to be paid to these officers,  who will have
     substantially the same duties and  responsibilities,  will be less than the
     amounts paid in periods prior to the acquisition, with the exception of the
     three months ended March 31, 1998.  The pro forma  adjustment  assumes that
     the officers had received the reduced amount of  compensation  for the year
     ended December 31, 1997.

(6)  Weighted average shares used in calculating  basic and diluted earnings per
     share are the same as  reported  in the  Company's  consolidated  financial
     statements.

(7)  Adjustment to reflect  income tax expense of operations at a 40% income tax
     rate.
INDEX TO EXHIBITS

EXHIBIT
    NO.                   EXHIBIT
-------                   -------

  2.1           Stock  Purchase  Agreement  dated June 30, 1998 by and among the
                Company, KK&A, and the Stockholders.

  23.1          Consent of Kearney & Company