EX-10.7

                              SECOND AMENDMENT TO
                            THE 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 2(i) of the Plan shall be amended in its entirety to change
  the definition of "Employee" to read as follows:

    "Employee means any person who is employed by the Company or an
    Affiliate on a regular full-time basis. A person shall be considered
    employed on a regular full-time basis if he is customarily employed for
    more than twenty (20) hours per week."

    2. Section 3 of the Plan shall be amended in its entirety to change the
  paragraph entitled "Eligibility" to read as follows:

    "All employees shall be eligible to participate in the Plan on the
    Effective Date. Subject to the enrollment limitations of Section 6,
    each Employee of the Company shall be eligible to participate on the
    first to occur of (i) the Offering Date coincident with or next
    following the Employee's first day of employment, or (ii) the first day
    of any calendar month coincident with or next following the Employee's
    first day of employment."