As Filed with the Securities and Exchange Commission on February 1, 1999
----------------------------------------------------------------------
Registration No. 333-30357

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

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

Maryland
(State of Incorporation)

52-1261113
(IRS Employer Identification Number)

2021 Research Drive, Annapolis, Maryland 21401
(Address of Principal Executive Offices)

FTI CONSULTING, INC.
1997 Stock Option Plan, as Amended
(Full title of the Plan)
----------------------------

Jack B. Dunn, IV
Chief Executive Officer
FTI Consulting, Inc.
2021 Research Drive
Annapolis, Maryland 21401
(410) 224-8770
(Name, address and telephone number of agent for service)
----------------------------

Copy to:
John B. Watkins, Esquire
Wilmer, Cutler & Pickering
100 Light Street
Baltimore, Maryland 21202
(410) 986-2800
----------------------------

CALCULATION OF REGISTRATION FEE

- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee (2)
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------

Common Stock, 788,450 shares $3.33 $ 2,625,539 $729.90
par value $.01 per 13,000 shares 9.00 117,000 32.53
share, 143,550 shares 5.50 789,525 219.49
42,500 shares 5.06 215,050 59.78
10,000 shares 4.50 45,000 12.51
2,500 shares 3.25 8,125 2.26
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------

(1) Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates. The 1997
Stock Option Plan was amended effective May 20, 1998 to increase the number of
shares of Common Stock reserved for issuance from 1.0 million to 2.0 million
shares of Common Stock.

(2) The registration fee has been calculated in accordance with Rule 457(h) with
respect to the 211,550 additional shares of Common Stock on the basis of the
price at which the outstanding options may be exercised and 788,450 additional
shares of Common Stock registered hereby on the basis of the average of the high
and low sale prices reported on The Nasdaq National Market ("Nasdaq") on January
27, 1999.

REGISTRATION OF ADDITIONAL SECURITIES.

The contents of the Registration Statement of FTI Consulting, Inc. (formerly
known as Forensic Technologies International Corporation) on Form S-8 (File No.
333-30357) filed with the Securities and Exchange Commission on June 30, 1997
are incorporated by reference herein. The number of shares of Common Stock, par
value $.01 per share ("Common Stock"), reserved for sale upon exercise of stock
options granted pursuant to the 1997 Stock Option Plan, as amended, of FTI
Consulting, Inc. is increased by an additional 1,000,000 shares of Common Stock
to a total of 2,000,000 shares of Common Stock. This Amendment No. 1 to the
Registration Statement on Form S-8 (File No. 333-30357) is filed for the purpose
of registering the additional 1,000,000 shares of Common Stock reserved
thereunder.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the authorization and issuance of the Common Stock offered
hereby will be passed upon for the Company by Wilmer, Cutler & Pickering,
Baltimore, Maryland. George P. Stamas, a member of the Board of Directors and a
stockholder of the Company, is a partner in Wilmer, Cutler & Pickering. As of
January 4, 1999, Mr. Stamas was the beneficial owner of 5,838 shares of Common
Stock and stock options to purchase 27,950 shares of Common Stock of the
Company.

Item 8. Exhibits

Number Description

4.1* Amended and Restated Articles of Incorporation of the
Registrant.

4.2* Restated By-Laws of the Registrant.

4.3 1997 Stock Option Plan, as amended May 20, 1998.

4.4* Specimen certificate representing the Common Stock of
Registrant.

4.5 Form of Option Agreement.

5.1 Opinion of Wilmer, Cutler & Pickering.

23.1 Consent of Independent Public Accountants.

23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1).

24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).

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* Incorporated herein by reference from the Registrant's Registration
Statement on Form SB-2 (File No. 333-2002).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Amendment
No. 1 to the Registration Statement on Form S-8 (File No. 333-30357) to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Annapolis, Maryland on January 29, 1999.

FTI CONSULTING, INC.

/S/ Jack B. Dunn, IV
-----------------------
Jack B. Dunn, IV
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS that Jack B. Dunn, IV has been appointed the
true and lawful attorney-in-fact and agent of the persons identified below, with
full power of substitution and resubstitution, for him or in his name, place and
stead, in any and all capacities to sign any and all amendments or
post-effective amendments to the Registration Statement on Form S-8 (File No.
333-30357) filed on June 30, 1997, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
- --------- ----- ----

/S/ Jack B. Dunn, IV
- ---------------------------
Jack B. Dunn, IV Chairman of the Board and Chief Executive January 29, 1999
Officer (principal executive officer)

/S/ Stewart J. Kahn
- ---------------------------
Stewart J. Kahn President January 29, 1999

/S/ Gary Sindler
- ---------------------------
Gary Sindler Executive Vice President and January 29, 1999
Chief Financial Officer, Secretary
and Treasurer (principal financial
and accounting officer)

Signature Title Date
- --------- ----- ----

*
- ---------------------------
Joseph R. Reynolds, Jr. Vice Chairman of the Board January 29, 1999

*
- ---------------------------
James A. Flick Director January 29, 1999

*
- ---------------------------
Peter F. O'Malley Director January 29, 1999

*
- ---------------------------
Dennis J. Shaughnessy Director January 29, 1999

*
- ---------------------------
George P. Stamas Director January 29, 1999

*By: /s/ Jack B. Dunn IV
-------------------------------------
Jack B. Dunn IV, as Attorney-in-Fact

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

EXHIBITS

AMENDMENT NO. 1
TO
FORM S-8

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933, As Amended

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

Exhibits