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."