As filed with The Securities and Exchange Commission on October 3, 1996

                                                           Registration No. 333-



                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ___________________________________

                                    FORM S-1
                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933
                      ___________________________________

                            THE METZLER GROUP, INC.
            (Exact name of registrant as specified in its charter)

                                                           
           DELAWARE                            8742                           36-4094854
(State or other jurisdiction of    (Primary Standard Industrial  (I.R.S. Employer Identification No.)
incorporation or organization)       Classification Code No.)
520 Lake Cook Road, Suite 500, Deerfield, Illinois 60015 (847) 945-0001 ------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ROBERT P. MAHER President and Chief Executive Officer The Metzler Group, Inc. 520 Lake Cook Road, Suite 500, Deerfield, Illinois 60015 (847) 945-0001 -------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ___________________________________ COPIES TO: DOUGLAS R. NEWKIRK ROBERT WALL Sachnoff & Weaver, LTD. Winston & Strawn 30 S. Wacker Drive, 29TH Floor 35 W. Wacker Drive, Suite 4200 Chicago, Illinois 60606-7484 Chicago, Illinois 60601 (312) 207-1000 (312) 558-5600 ---------------------------------------------------------------- Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective. ___________________________________ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.) [x] 333-09019 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ---------------------------------
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Proposed Maximum Proposed Maximum Title of Each Class of Securities Amount to be Offering Aggregate Offering Amount of Registration to be Registered Registered Price Per Share /(2)/ Price Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.001 par value.... 345,000 shares $16.00 $5,520,000 $1,903 ====================================================================================================================================
(1) Includes 45,000 shares that the Underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated pursuant to Rule 457, solely for the purposes of computing the registration fee. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by The Metzler Group, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission"). This Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-1 (File No. 333-09019) relating to the offering of up to 3,680,000 shares of common stock of the Company filed on July 26, 1996. CERTIFICATION The Company hereby certifies to the Commission that it has instructed its bank to pay the Commission the filing fee of $1,903 for the additional securities being registered hereby as soon as practicable (but in any event no later than the close of business on October 4, 1996); that it will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank on October 4, 1996. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois on October 3, 1996. THE METZLER GROUP, INC. By: /s/ ROBERT P. MAHER ------------------- Robert P. Maher President and Chief Executive Officer 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 indicated on this 3rd day of October, 1996. Signature Title /s/ ROBERT P. MAHER Director, Chairman of the Board, President ------------------------- and Chief Executive Officer Robert P. Maher (Principal Executive Officer) * Chief Financial Officer ------------------------- James F. Hillman (Principal Financial and Accounting Officer) * ------------------------- Director Gerald R. Lanz * Director ------------------------- James T. Ruprecht *By: /s/ ROBERT P. MAHER ------------------- Robert P. Maher Attorney-in Fact INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 5.1 Opinion of Sachnoff & Weaver, Ltd. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Sachnoff & Weaver, Ltd. (contained in its opinion filed as Exhibit 5.1 hereto). 24.1* Powers of Attorney * Incorporated by reference from Exhibit 24.1 to the Company's Registration Statement on Form S-1 (File No. 333-09019)

 
Exhibit 5.1

                                 [LETTERHEAD]


                                       October 3, 1996
The Metzler Group, Inc.
30 S. Wacker Drive, 29th Floor
Chicago, Illinois  60606-7484

Dear Ladies and Gentlemen:

     We have acted as counsel to The Metzler Group, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-1 (the
"Registration Statement"), filed by the Company under the Securities Act of
1933, as amended, with the Securities and Exchange Commission (the
"Commission"), relating to the sale of up to 345,000 shares (the "Shares") of
the Company's Common Stock, par value $.001 per share. We have examined the
Registration Statement and such other documents and have made such further
investigations as we have deemed necessary to enable us to express the opinion
hereinafter set forth. In addition, we have reviewed such other documents and
have made such further investigations as we have deemed necessary to enable us
to express the opinion hereinafter set forth.

     We hereby advise you that in our opinion the Shares have been duly
authorized by the Company and, upon payment and delivery in accordance with the
Underwriting Agreement, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,

                                       /s/ Sachnoff & Weaver, Ltd.

                                       SACHNOFF & WEAVER, LTD.

 
Exhibit 23.1



                             ACCOUNTANT'S CONSENT

The Board of Directors and Stockholders
     The Metzler Group, Inc.

We consent to the use of our report incorporated herein by reference and to the 
references to our firm under the headings "Selected Financial Data" and 
"Experts" in the prospectus.

                                       /s/ KPMG Peat Marwick LLP

Chicago, Illinois
October 3, 1996