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Exhibit No.

Document

Earnings Press Release dated October 30, 2003

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Not Applicable
(Former name or former address, if changed since last report)

The registrant issued a press release and held a conference call with analysts, investors and members of the public on October 30, 2003 announcing financial results for the quarterly and six-month period ended September 30, 2003 and issuing guidance for the third quarter of the fiscal year 2004. In accordance with the interim guidance regarding the filing requirement for Item 12 of Form 8-K as contained within SEC Release 33-8216 dated March 27, 2003, this Report is made to furnish the earnings press release that was issued by the Registrant on October 30, 2003. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The furnishing of the information in this report (including the exhibit hereto) shall not be deemed an admission that such furnishing is required by Regulation FD or that the information in this report contains material information that is not otherwise publicly available.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Reports Profitable Quarter With Sequential and Year-Over-Year Revenue Growth

CHICAGO, October 30, 2003—DiamondCluster International, Inc. (Nasdaq: DTPI), a premier global management consulting firm, today announced results for its second quarter of fiscal year 2004 (ended September 30, 2003).

Revenue before out-of-pocket reimbursements (“net revenue”) for the second quarter increased both sequentially and year-over-year. Net revenue in the second quarter was $38.2 million, compared with $34.0 million for the first quarter of fiscal year 2004, and $38.1 million for the second quarter of the prior fiscal year. The company reported net income of $0.5 million, or $0.01 per diluted share for the quarter. This compares favorably with a net loss of ($10.1) million, or a ($0.31) loss per share in the prior quarter, and a loss of ($27.8) million, or an ($0.89) loss per share for the second quarter of the prior fiscal year. The company increased its cash balance by $5.0 million in the second quarter, to end the quarter with a cash balance of $72.7 million.

“The environment for our services continued to improve during our second quarter,” said Mel Bergstein, chairman and CEO of DiamondCluster International. “We are very pleased to report a profitable quarter with sequential and year-over-year revenue growth while generating positive cash flow.”

DiamondCluster served 63 clients in the second quarter, including 14 new clients that represented 11% of net revenue. The company’s top five clients represented 32% of net revenue in the second quarter. North American clients represented 62% of net revenue in the quarter.

As of September 30, 2003, DiamondCluster had 454 client-serving professionals, compared with 481 at June 30, 2003 and 674 at September 30, 2002. Annualized revenue per professional was $327 thousand in the second quarter of fiscal year 2004, up from $267 thousand in the prior quarter, and $215 thousand in the year-ago period.

“Our clients continue to grow more comfortable with the staying power of this economic recovery,” continued Bergstein. “We expect the December quarter to be another good quarter with net revenue in the range of $38-40 million.”

DiamondCluster International (Nasdaq: DTPI) is a premier global management consulting firm that helps leading organizations develop and implement growth strategies, improve operations, and capitalize on technology. Mobilizing multidisciplinary teams from our highly skilled strategy, technology, and operations professionals worldwide, DiamondCluster works collaboratively with clients, unleashing the power within their own organizations to achieve sustainable business advantage. DiamondCluster is headquartered in Chicago, with offices in Europe, North America, and South America. To learn more, visit www.diamondcluster.com.

Management from DiamondCluster International will host a conference call today, October 30, 2003 at 8:00 am CT to discuss the results of the quarter. The call will be broadcast live and archived on DiamondCluster’s web site at www.diamondcluster.com.

Statements in this press release that do not involve strictly historical or factual matters are forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws. Forward-looking statements involve risks and uncertainties and speak only as of the date of this release. Actual results may differ materially due to such factors as the ability of the Company to successfully integrate acquisitions, the timing of the economic recovery in the U.S. and European markets, possible termination of projects by major clients, variations in the timing, initiation or completion of client assignments, recruitment and retention of personnel, absence of long-term contracts with clients, growth management, project risks, and technological advances. Material risks and uncertainties are highlighted in our filings with the SEC, including the Form 10-Q for the quarter ended June 30, 2003.

DIAMONDCLUSTER INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)


			For the Three Months					For the Six Months
			Ended September 30,					Ended September 30,

			2003		2002			2003			2002

			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
REVENUE:
Revenue before out-of-pocket reimbursements (net revenue)			$	38,213	$	38,107		$	72,243		$	76,434
Out-of-pocket reimbursements				5,153		6,585			10,340			12,051

	Total Revenue			43,366		44,692			82,583			88,485
OPERATING EXPENSES:
	Project personnel and related expenses before out-of-pocket reimbursable expenses			25,355		28,916			48,368			58,393
	Out-of-pocket reimbursable expenses			5,153		6,585			10,340			12,051

		Total project personnel and related expenses		30,508		35,501			58,708			70,444
	Professional development and recruiting			1,132		962			1,841			2,152
	Marketing and sales			752		1,125			1,275			2,840
	Management and administrative support			7,954		9,828			17,429			20,301
	Non-cash compensation			2,282		11,475			8,303			33,457
	Restructuring charge			—		20,857			4,233			20,857

	Total operating expenses			42,628		79,748			91,789			150,051

INCOME (LOSS) FROM OPERATIONS				738		(35,056	)		(9,206	)		(61,566	)
OTHER INCOME (EXPENSE), NET				213		(76	)		615			(375	)

INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE				951		(35,132	)		(8,591	)		(61,941	)
INCOME TAX EXPENSE (BENEFIT)				490		(7,377	)		1,001			(9,292	)

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE				461		(27,755	)		(9,592	)		(52,649	)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX BENEFIT OF ZERO				—		—			—			(140,864	)

NET INCOME (LOSS)			$	461	$	(27,755	)	$	(9,592	)	$	(193,513	)

BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK:
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE			$	0.01	$	(0.89	)	$	(0.30	)	$	(1.67	)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE				—		—			—			(4.47	)

NET INCOME (LOSS)			$	0.01	$	(0.89	)	$	(0.30	)	$	(6.14	)

DILUTED INCOME (LOSS) PER SHARE OF COMMON STOCK:
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE			$	0.01	$	(0.89	)	$	(0.30	)	$	(1.67	)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE				—		—			—			(4.47	)

NET INCOME (LOSS)			$	0.01	$	(0.89	)	$	(0.30	)	$	(6.14	)

SHARES USED IN COMPUTING BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK				32,440		31,227			32,244			31,525
SHARES USED IN COMPUTING DILUTED INCOME (LOSS) PER SHARE OF COMMON STOCK				33,892		31,227			32,244			31,525

DIAMONDCLUSTER INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)


				September 30,			March 31,
				2003			2003

				(Unaudited)
			ASSETS
Current assets:
	Cash and cash equivalents			$	72,665		$	75,328
	Accounts receivable, net of allowance of $2,030 and $1,597 as of September 30, 2003 and March 31, 2003, respectively				22,941			16,314
	Prepaid expenses				6,559			5,598

Total current assets					102,165			97,240
Computers, equipment, leasehold improvements and software, net					8,351			10,349
Other assets					1,019			1,902

Total assets				$	111,535		$	109,491

		LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	4,886		$	4,193
	Restructuring accrual, current portion				4,269			7,134
	Accrued expenses and other				19,923			18,587

Total current liabilities					29,078			29,914
Restructuring accrual, less current portion					7,600			7,200

Total liabilities					36,678			37,114
Stockholders’ equity:
	Common stock, 33,716 shares outstanding as of September 30, 2003 and 31,832 shares outstanding as of March 31, 2003				564,862			592,334
	Unearned compensation				(8,245	)		(47,330	)
	Accumulated other comprehensive income				1,752			1,294
	Accumulated deficit				(483,512	)		(473,921	)

Total stockholders’ equity					74,857			72,377

Total liabilities and stockholders’ equity				$	111,535		$	109,491

DIAMONDCLUSTER INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)


				For the Three Months						For the Six Months
				Ended September 30,						Ended September 30,

				2003			2002			2003			2002

				(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Income (Loss) before cumulative effect of change in accounting principle			$	461		$	(27,755	)	$	(9,592	)	$	(52,649	)
	Adjustments to reconcile income (loss) before cumulative effect of change in accounting principle to net cash provided by (used in) operating activities:
		Restructuring charge			—			20,857			4,233			20,857
		Depreciation and amortization			1,168			1,391			2,387			3,145
		Write-down of net book value of property, plant, and equipment			181			1,334			344			1,334
		Noncash compensation			2,282			11,475			8,303			33,457
		Deferred income taxes			—			(6,322	)		—			(9,121	)
		Tax benefits from employee stock plans			93			48			226			282
		Changes in assets and liabilities:
			Accounts receivable		(87	)		(1,662	)		(6,723	)		1,721
			Prepaid expenses and other		(463	)		1,117			(971	)		2,293
			Accounts payable		(226	)		233			825			137
			Restructuring accrual		(3,736	)		(4,578	)		(6,697	)		(6,416	)
			Other assets and liabilities		5,056			2,332			1,535			819

Net cash provided by (used in) operating activities					4,729			(1,530	)		(6,130	)		(4,141	)

Cash flows from investing activities:
	Capital expenditures, net				(289	)		(817	)		(344	)		(1,090	)
	Other assets				219			340			635			501

Net cash provided by (used in) investing activities					(70	)		(477	)		291			(589	)

Cash flows from financing activities:
	Common stock issued				424			755			3,084			3,471
	Purchase of treasury stock				—			(1,658	)		—			(5,187	)

Net cash provided by (used in) financing activities					424			(903	)		3,084			(1,716	)

Effect of exchange rate changes on cash					(55	)		(421	)		92			1,859

Net increase (decrease) in cash and cash equivalents					5,028			(3,331	)		(2,663	)		(4,587	)
Cash and cash equivalents at beginning of period					67,637			95,517			75,328			96,773

Cash and cash equivalents at end of period				$	72,665		$	92,186		$	72,665		$	92,186


Exhibit No.		Document

99.1		Earnings Press Release dated October 30, 2003 disclosing information regarding the Registrant’s results of operations and financial condition for the completed quarterly and six-month fiscal period ended September 30, 2003.


		DIAMONDCLUSTER INTERNATIONAL, INC.

		By:		/s/ Karl E. Bupp

		Karl E. Bupp Chief Financial Officer


Delaware (State or other jurisdiction of incorporation)		000-22125 (Commission File Number)		36-4069408 (IRS Employer Identification Number)


John Hancock Center 875 North Michigan Avenue, Suite 3000 Chicago, Illinois 60611 (Address of principal executive offices)		60611 (Zip Code)