EX-10.6

                              FIRST AMENDMENT TO
                              METZLER GROUP, INC.
                         EMPLOYEE STOCK PURCHASE PLAN

  The Metzler Group, Inc. Employee Stock Purchase Plan (the "Plan") is hereby
amended, effective October 1, 1997, as follows:

    1. Section 8 shall be amended to add the following sentence to the second
  paragraph thereof:

    "If, within two (2) years of an Offering Date or within one (1) year of
    the Purchase Date associated with such Offering Date, the Participant
    requests delivery to him of the shares of Common Stock held in his
    Account and purchased during such Offering Period, or otherwise
    notifies the Committee to sell such associated shares of Common Stock
    held in his Account, the Participant shall be required to cease
    participation in the Plan effective as of the date of such request or
    notification. The Participant may recommence participation in the Plan
    thereafter in accordance with Section 9 of the Plan."

    2. Section 9 of the Plan shall be amended to add the following sentence:

    "After ceasing participation in the Plan, as required under Section 8
    hereof, a Participant may reenter the Plan no earlier than the Offering
    Date that is coincident with or next follows the six (6) month
    anniversary of the date such cessation became effective."