<PAGE>
 





               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



                         Cotelligent Group, Inc. 
          ---------------------------------------------------
         (Exact name of registrant as specified in its charter)



                             September 9, 1997
          ----------------------------------------------------
             Date of Report (Date of earliest event reported)



         Delaware               0-25372                 94-3173918
  (State or other juris-      (Commission            (I.R.S. Employer
diction of incorporation)     File Number)           Identification No.)



101 California Street - Suite 2050 San Francisco, CA            94111
-----------------------------------------------------       -------------
     (Address of principal executive offices)                  (Zip Code)



                             (415) 439-6400
           (Registrant's telephone number, including area code)




<PAGE>


Item 5.           Other Events.

                  On September  9, 1997 the Board of  Directors  of  Cotelligent
Group,  Inc. (the "Company")  declared a dividend  distribution of one Right for
each outstanding  share of Common Stock, $.01 par value (each, a "Common Share")
of the Company to  stockholders  of record at the close of business on September
24, 1997. Each Right entitles the registered holder to purchase from the Company
a unit consisting of one one-ten  thousandth of a share (a "Unit") of the Series
A Junior Participating Preferred Stock, par value $.01 per share, of the Company
(the  "Preferred  Shares"),  or  a  combination  of  securities  and  assets  of
equivalent value, at a Purchase Price of $90.00 per Unit, subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent.

                  Initially,  ownership  of the Rights will be  evidenced by the
Common Share certificates representing shares then outstanding,  and no separate
Rights  Certificates  will be  distributed.  The Rights will  separate  from the
Common Shares and a Distribution Date will occur upon the earlier of (i) 10 days
following  a public  announcement  that a  person  or  group  of  affiliated  or
associated persons (an "Acquiring  Person") has acquired,  or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding Common Shares
(the "Stock  Acquisition  Date"),  or (ii) the close of business on such date as
may be fixed by the Board of  Directors,  which  date  shall not be more than 65
days following the  commencement  of a tender offer or exchange offer that would
result in a person or group  beneficially  owning 20% or more of the outstanding
Common Shares.  Until the Distribution Date, (i) the Rights will be evidenced by
the Common Share  certificates  and will be transferred  with and only with such
Common  Share  certificates,  (ii) new Common  Share  certificates  issued after
September 24, 1997, will contain a notation  incorporating  the Rights Agreement
by reference and (iii) the surrender for transfer of any certificates for Common
Shares  outstanding  will also constitute the transfer of the Rights  associated
with the Common Shares represented by such certificate.

                  The Rights are not exercisable until the Distribution Date and
will expire at the close of business  on  September  24,  2007,  unless  earlier
redeemed by the Company as described below or unless a transaction under Section
13(d) of the Rights Agreement has occurred.

                  As soon as practicable  after the  Distribution  Date,  Rights
Certificates  will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and, thereafter,  the separate Rights
Certificates alone will represent the Rights.  Except as otherwise determined by
the Board of Directors,  and except in connection  with the exercise of employee
stock options or stock  appreciation  rights or under any other benefit plan for
employees  or  directors  or in  connection  with the  exercise  of  warrants or
conversion of convertible securities,  only Common Shares issued after September
24, 1997 and prior to the Distribution Date will be issued with Rights.


                                       2
<PAGE>


                  Except  in  the  circumstances   described  below,  after  the
Distribution Date each Right will be exercisable into one one-ten  thousandth of
a Preferred Share (a "Preferred Share Fraction").  Each Preferred Share Fraction
carries  voting and dividend  rights that are intended to produce the equivalent
of one Common Share.  The voting and dividend rights of the Preferred Shares are
subject to adjustment in the event of dividends,  subdivisions  and combinations
with  respect  to  the  Common  Shares  of  the  Company.  In  lieu  of  issuing
certificates  for  Preferred  Share  Fractions  which are less than an  integral
multiple of one Preferred Share (i.e.  10,000  Preferred Share  Fractions),  the
Company may pay cash  representing  the current  market  value of the  Preferred
Share Fractions.

                  In the event that at any time following the Stock  Acquisition
Date, (i) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common  Shares  remain  outstanding,  (ii) a Person  becomes  the
beneficial  owner of more than 20% of the then  outstanding  Common Shares other
than pursuant to a tender offer that  provides  fair value to all  stockholders,
(iii) an Acquiring Person engages in one or more "self-dealing"  transactions as
set  forth in the  Rights  Agreement,  or (iv)  during  such time as there is an
Acquiring  Person  an event  occurs  that  results  in such  Acquiring  Person's
ownership  interest  being  increased  by more  than 1% (e.g.,  a reverse  stock
split),  each holder of a Right will thereafter have the right to receive,  upon
exercise,  Common Shares (or, in certain circumstances,  cash, property or other
securities of the Company)  having a value equal to two times the exercise price
of the Right.  In lieu of requiring  payment of the Purchase Price upon exercise
of the Rights  following  any such  event,  the  Company  may permit the holders
simply to surrender the Rights,  in which event they will be entitled to receive
Common  Shares (and other  property,  as the case may be) with a value of 50% of
what could be purchased by payment of the full Purchase  Price.  Notwithstanding
any of the foregoing, following the occurrence of any of the events set forth in
clauses  (i),  (ii),  (iii) or (iv) of this  paragraph,  all Rights that are, or
(under  certain   circumstances   specified  in  the  Rights   Agreement)  were,
beneficially  owned by any Acquiring  Person who was involved in the transaction
giving  rise to any such  event will be null and void.  However,  Rights are not
exercisable  following the occurrence of any of the events set forth above until
such time as the Rights  are no longer  redeemable  by the  Company as set forth
below.

                  For example,  at an exercise  price of $90.00 per Right,  each
Right  not  otherwise  voided  following  an event  set  forth in the  preceding
paragraph  would  entitle its holder to purchase  $180.00 worth of Common Shares
(or other  consideration,  as noted above) for $90.00.  Assuming that the Common
Shares had a per share  value of $22.50 at such  time,  the holder of each valid
Right  would  be  entitled  to  purchase   eight   Common   Shares  for  $90.00.
Alternatively,  the Company  could permit the holder to surrender  each Right in
exchange  for stock or cash  equivalent  to four Common  Shares (with a value of
$90.00) without the payment of any consideration other than the surrender of the
Right.

                  In the event that, at any time following the Stock Acquisition
Date,  (i) the  Company is acquired  in a merger or other  business  combination
transaction in which the Company is not the surviving  corporation (other than a
merger that is described  in, or that  follows a tender offer or exchange  offer


                                       3
<PAGE>

described  in,  the  second  preceding  paragraph),  or (ii)  50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except  Rights  that  previously  have been  voided as set forth  above)  shall
thereafter  have the  right to  receive,  upon  exercise,  common  shares of the
acquiring  company  having a value equal to two times the exercise  price of the
Right.  Again,  provision is made to permit  surrender of the Rights in exchange
for one-half of the value  otherwise  purchasable.  The events set forth in this
paragraph  and  in  the  second  preceding  paragraph  are  referred  to as  the
"Triggering Events."

                  The  Purchase  Price  payable,  and the  number  of  Units  of
Preferred Shares or other  securities or property  issuable upon exercise of the
Rights are subject to  adjustment  from time to time to prevent  dilution (i) in
the  event  of  a  stock   dividend  on,  or  a   subdivision,   combination  or
reclassification  of, the  Preferred  Shares,  (ii) if holders of the  Preferred
Shares are granted certain rights or warrants to subscribe for Preferred  Shares
or convertible securities at less than the current market price of the Preferred
Shares,  or (iii) upon the  distribution  to holders of the Preferred  Shares of
evidences of indebtedness or assets (excluding  regular quarterly  dividends) or
of subscription rights or warrants (other than those referred to above).

                  With certain exceptions, no adjustment in the Purchase Price 
will be required until cumulative adjustments amount to at least 1% of the 
Purchase Price.  No fractional Units will be issued and, in lieu thereof, an 
adjustment in cash will be made based on the market price of the Preferred 
Shares on the last trading date prior to the date of exercise.

                  At any time  until ten days  following  the Stock  Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right.  That ten day redemption  period may be extended by the Board of
Directors  so  long  as  the  Rights  are  still   redeemable.   Under   certain
circumstances  set forth in the Rights  Agreement,  the  decision to redeem will
require the concurrence of a majority of the Continuing  Directors.  Immediately
upon the action of the Board of  Directors  ordering  redemption  of the Rights,
with, where required,  the concurrence of the Continuing  Directors,  the Rights
will  terminate  and the only right of the  holders of Rights will be to receive
the $.01 redemption price.

                  The term "Continuing  Directors" means any member of the Board
of  Directors  of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board if
such  person  is  recommended  or  approved  by a  majority  of  the  Continuing
Directors,  but shall not  include  an  Acquiring  Person,  or an  affiliate  or
associate  of an  Acquiring  Person,  or any  representative  of  the  foregoing
entities.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.  While the distribution of the Rights
will  not be  taxable  to  stockholders  or to the  Company,  stockholders  may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become  exercisable for Preferred Shares (or other  consideration) of the
Company or for common shares of the acquiring company as set forth above.


                                       4
<PAGE>

                  Other than those provisions relating to the principal economic
terms of the  Rights,  any of the  provisions  of the  Rights  Agreement  may be
amended by the Board of Directors of the Company prior to the Distribution Date.
After the  Distribution  Date,  the  provisions  of the Rights  Agreement may be
amended by the Board in order to cure any ambiguity, to make changes that do not
adversely affect the interests of holders of Rights  (excluding the interests of
any  Acquiring  Person),  or to shorten or lengthen  any time  period  under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not redeemable
under certain  circumstances set forth in the Rights Agreement,  amendments will
require the concurrence of the Continuing Directors.

                  A copy of the Rights Agreement is being filed with the 
Securities and Exchange Commission as an Exhibit to this Current Report on Form
8-K.  This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is 
incorporated herein by reference.


 Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

             (c) Exhibits.

              Exhibit No.               Exhibit
 
               4.1                      Rights Agreement, dated as of September
                                        24, 1997, between Cotellligent Group, 
                                        Inc. and BankBoston, N.A., as Rights 
                                        Agent, which includes, as Exhibit A 
                                        thereto, the Resolution of the Board of
                                        Directors  with  respect to Series A
                                        Junior Participating Preferred Stock, 
                                        as Exhibit B thereto, the form of
                                        Rights Certificate and as Exhibit C 
                                        thereto the form of Summary of Rights.

               99                       Press Release dated September 10, 1997.


NY02A/153445.1
                                        

                                       5
<PAGE>



                                  Signature

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


                                                 COTELLIGENT GROUP, INC.
                                                 (Registrant)



Dated:  September 24, 1997                        By:/s/ James R. Lavelle
                                                     --------------------
                                                    James R. Lavelle
                                                    Chief Executive Officer


NY02A/153445.1
                                                     

                                       6
<PAGE>




                             EXHIBIT INDEX


Exhibit No.          Description                                      Page

   4.1               Rights Agreement, dated as of September 24,
                     1997 between Cotelligent Group, Inc. and 
                     BankBoston, N.A., as Rights Agent, which 
                     includes, as Exhibit A thereto, the Resolution
                     of the Board of Directors with respect to Series
                     A Junior Participating Preferred Stock, as
                     Rights Certificate and as Exhibit C thereto the 
                     form of Summary of Rights.

   99                Press Release dated September 10, 1997.






NY02A/153445.1
                                                      


                                       7
<PAGE>
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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

                         Cotelligent Group, Inc. 
          ---------------------------------------------------
         (Exact name of registrant as specified in its charter)

                             September 9, 1997
          ----------------------------------------------------
             Date of Report (Date of earliest event reported)

         Delaware               0-25372                 94-3173918
  (State or other juris-      (Commission            (I.R.S. Employer
diction of incorporation)     File Number)           Identification No.)

101 California Street - Suite 2050 San Francisco, CA            94111
-----------------------------------------------------       -------------
     (Address of principal executive offices)                  (Zip Code)

                             (415) 439-6400
           (Registrant's telephone number, including area code)
Item 5.           Other Events.

                  On September  9, 1997 the Board of  Directors  of  Cotelligent
Group,  Inc. (the "Company")  declared a dividend  distribution of one Right for
each outstanding  share of Common Stock, $.01 par value (each, a "Common Share")
of the Company to  stockholders  of record at the close of business on September
24, 1997. Each Right entitles the registered holder to purchase from the Company
a unit consisting of one one-ten  thousandth of a share (a "Unit") of the Series
A Junior Participating Preferred Stock, par value $.01 per share, of the Company
(the  "Preferred  Shares"),  or  a  combination  of  securities  and  assets  of
equivalent value, at a Purchase Price of $90.00 per Unit, subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent.

                  Initially,  ownership  of the Rights will be  evidenced by the
Common Share certificates representing shares then outstanding,  and no separate
Rights  Certificates  will be  distributed.  The Rights will  separate  from the
Common Shares and a Distribution Date will occur upon the earlier of (i) 10 days
following  a public  announcement  that a  person  or  group  of  affiliated  or
associated persons (an "Acquiring  Person") has acquired,  or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding Common Shares
(the "Stock  Acquisition  Date"),  or (ii) the close of business on such date as
may be fixed by the Board of  Directors,  which  date  shall not be more than 65
days following the  commencement  of a tender offer or exchange offer that would
result in a person or group  beneficially  owning 20% or more of the outstanding
Common Shares.  Until the Distribution Date, (i) the Rights will be evidenced by
the Common Share  certificates  and will be transferred  with and only with such
Common  Share  certificates,  (ii) new Common  Share  certificates  issued after
September 24, 1997, will contain a notation  incorporating  the Rights Agreement
by reference and (iii) the surrender for transfer of any certificates for Common
Shares  outstanding  will also constitute the transfer of the Rights  associated
with the Common Shares represented by such certificate.

                  The Rights are not exercisable until the Distribution Date and
will expire at the close of business  on  September  24,  2007,  unless  earlier
redeemed by the Company as described below or unless a transaction under Section
13(d) of the Rights Agreement has occurred.

                  As soon as practicable  after the  Distribution  Date,  Rights
Certificates  will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and, thereafter,  the separate Rights
Certificates alone will represent the Rights.  Except as otherwise determined by
the Board of Directors,  and except in connection  with the exercise of employee
stock options or stock  appreciation  rights or under any other benefit plan for
employees  or  directors  or in  connection  with the  exercise  of  warrants or
conversion of convertible securities,  only Common Shares issued after September
24, 1997 and prior to the Distribution Date will be issued with Rights.

                                       2
Except  in  the  circumstances   described  below,  after  the
Distribution Date each Right will be exercisable into one one-ten  thousandth of
a Preferred Share (a "Preferred Share Fraction").  Each Preferred Share Fraction
carries  voting and dividend  rights that are intended to produce the equivalent
of one Common Share.  The voting and dividend rights of the Preferred Shares are
subject to adjustment in the event of dividends,  subdivisions  and combinations
with  respect  to  the  Common  Shares  of  the  Company.  In  lieu  of  issuing
certificates  for  Preferred  Share  Fractions  which are less than an  integral
multiple of one Preferred Share (i.e.  10,000  Preferred Share  Fractions),  the
Company may pay cash  representing  the current  market  value of the  Preferred
Share Fractions.

                  In the event that at any time following the Stock  Acquisition
Date, (i) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common  Shares  remain  outstanding,  (ii) a Person  becomes  the
beneficial  owner of more than 20% of the then  outstanding  Common Shares other
than pursuant to a tender offer that  provides  fair value to all  stockholders,
(iii) an Acquiring Person engages in one or more "self-dealing"  transactions as
set  forth in the  Rights  Agreement,  or (iv)  during  such time as there is an
Acquiring  Person  an event  occurs  that  results  in such  Acquiring  Person's
ownership  interest  being  increased  by more  than 1% (e.g.,  a reverse  stock
split),  each holder of a Right will thereafter have the right to receive,  upon
exercise,  Common Shares (or, in certain circumstances,  cash, property or other
securities of the Company)  having a value equal to two times the exercise price
of the Right.  In lieu of requiring  payment of the Purchase Price upon exercise
of the Rights  following  any such  event,  the  Company  may permit the holders
simply to surrender the Rights,  in which event they will be entitled to receive
Common  Shares (and other  property,  as the case may be) with a value of 50% of
what could be purchased by payment of the full Purchase  Price.  Notwithstanding
any of the foregoing, following the occurrence of any of the events set forth in
clauses  (i),  (ii),  (iii) or (iv) of this  paragraph,  all Rights that are, or
(under  certain   circumstances   specified  in  the  Rights   Agreement)  were,
beneficially  owned by any Acquiring  Person who was involved in the transaction
giving  rise to any such  event will be null and void.  However,  Rights are not
exercisable  following the occurrence of any of the events set forth above until
such time as the Rights  are no longer  redeemable  by the  Company as set forth
below.

                  For example,  at an exercise  price of $90.00 per Right,  each
Right  not  otherwise  voided  following  an event  set  forth in the  preceding
paragraph  would  entitle its holder to purchase  $180.00 worth of Common Shares
(or other  consideration,  as noted above) for $90.00.  Assuming that the Common
Shares had a per share  value of $22.50 at such  time,  the holder of each valid
Right  would  be  entitled  to  purchase   eight   Common   Shares  for  $90.00.
Alternatively,  the Company  could permit the holder to surrender  each Right in
exchange  for stock or cash  equivalent  to four Common  Shares (with a value of
$90.00) without the payment of any consideration other than the surrender of the
Right.

                  In the event that, at any time following the Stock Acquisition
Date,  (i) the  Company is acquired  in a merger or other  business  combination
transaction in which the Company is not the surviving  corporation (other than a
merger that is described  in, or that  follows a tender offer or exchange  offer

                                       3
described  in,  the  second  preceding  paragraph),  or (ii)  50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except  Rights  that  previously  have been  voided as set forth  above)  shall
thereafter  have the  right to  receive,  upon  exercise,  common  shares of the
acquiring  company  having a value equal to two times the exercise  price of the
Right.  Again,  provision is made to permit  surrender of the Rights in exchange
for one-half of the value  otherwise  purchasable.  The events set forth in this
paragraph  and  in  the  second  preceding  paragraph  are  referred  to as  the
"Triggering Events."

                  The  Purchase  Price  payable,  and the  number  of  Units  of
Preferred Shares or other  securities or property  issuable upon exercise of the
Rights are subject to  adjustment  from time to time to prevent  dilution (i) in
the  event  of  a  stock   dividend  on,  or  a   subdivision,   combination  or
reclassification  of, the  Preferred  Shares,  (ii) if holders of the  Preferred
Shares are granted certain rights or warrants to subscribe for Preferred  Shares
or convertible securities at less than the current market price of the Preferred
Shares,  or (iii) upon the  distribution  to holders of the Preferred  Shares of
evidences of indebtedness or assets (excluding  regular quarterly  dividends) or
of subscription rights or warrants (other than those referred to above).

                  With certain exceptions, no adjustment in the Purchase Price 
will be required until cumulative adjustments amount to at least 1% of the 
Purchase Price.  No fractional Units will be issued and, in lieu thereof, an 
adjustment in cash will be made based on the market price of the Preferred 
Shares on the last trading date prior to the date of exercise.

                  At any time  until ten days  following  the Stock  Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right.  That ten day redemption  period may be extended by the Board of
Directors  so  long  as  the  Rights  are  still   redeemable.   Under   certain
circumstances  set forth in the Rights  Agreement,  the  decision to redeem will
require the concurrence of a majority of the Continuing  Directors.  Immediately
upon the action of the Board of  Directors  ordering  redemption  of the Rights,
with, where required,  the concurrence of the Continuing  Directors,  the Rights
will  terminate  and the only right of the  holders of Rights will be to receive
the $.01 redemption price.

                  The term "Continuing  Directors" means any member of the Board
of  Directors  of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board if
such  person  is  recommended  or  approved  by a  majority  of  the  Continuing
Directors,  but shall not  include  an  Acquiring  Person,  or an  affiliate  or
associate  of an  Acquiring  Person,  or any  representative  of  the  foregoing
entities.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.  While the distribution of the Rights
will  not be  taxable  to  stockholders  or to the  Company,  stockholders  may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become  exercisable for Preferred Shares (or other  consideration) of the
Company or for common shares of the acquiring company as set forth above.

                                       4
Other than those provisions relating to the principal economic
terms of the  Rights,  any of the  provisions  of the  Rights  Agreement  may be
amended by the Board of Directors of the Company prior to the Distribution Date.
After the  Distribution  Date,  the  provisions  of the Rights  Agreement may be
amended by the Board in order to cure any ambiguity, to make changes that do not
adversely affect the interests of holders of Rights  (excluding the interests of
any  Acquiring  Person),  or to shorten or lengthen  any time  period  under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not redeemable
under certain  circumstances set forth in the Rights Agreement,  amendments will
require the concurrence of the Continuing Directors.

                  A copy of the Rights Agreement is being filed with the 
Securities and Exchange Commission as an Exhibit to this Current Report on Form
8-K.  This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is 
incorporated herein by reference.

 Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

             (c) Exhibits.

              Exhibit No.               Exhibit
 
               4.1                      Rights Agreement, dated as of September
                                        24, 1997, between Cotellligent Group, 
                                        Inc. and BankBoston, N.A., as Rights 
                                        Agent, which includes, as Exhibit A 
                                        thereto, the Resolution of the Board of
                                        Directors  with  respect to Series A
                                        Junior Participating Preferred Stock, 
                                        as Exhibit B thereto, the form of
                                        Rights Certificate and as Exhibit C 
                                        thereto the form of Summary of Rights.

               99                       Press Release dated September 10, 1997.

NY02A/153445.1
                                        

                                       5
Signature

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

                                                 COTELLIGENT GROUP, INC.
                                                 (Registrant)

Dated:  September 24, 1997                        By:/s/ James R. Lavelle
                                                     --------------------
                                                    James R. Lavelle
                                                    Chief Executive Officer

NY02A/153445.1
                                                     

                                       6
EXHIBIT INDEX

Exhibit No.          Description                                      Page

   4.1               Rights Agreement, dated as of September 24,
                     1997 between Cotelligent Group, Inc. and 
                     BankBoston, N.A., as Rights Agent, which 
                     includes, as Exhibit A thereto, the Resolution
                     of the Board of Directors with respect to Series
                     A Junior Participating Preferred Stock, as
                     Rights Certificate and as Exhibit C thereto the 
                     form of Summary of Rights.

   99                Press Release dated September 10, 1997.

NY02A/153445.1
                                                      

                                       7