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(1)	Includes 317,920 shares of common stock which may be purchased by the underwriters to cover over-allotments, if any.

(2)	Estimated solely for purposes of determining the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, based on the closing price of our common stock of $36.70 on October 7, 2002, as reported on the New York Stock Exchange.

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high debt default rates and ongoing bankruptcy filings;

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continuing use of debt for corporate financings;

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escalating competitive and regulatory complexity faced by businesses;

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the current wave of corporate reform legislation that encourages, and in some cases, requires the use of outside financial consultants; and

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the need for objective, independent expertise for critical, business processes.

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maintain high utilization rates among all of our professionals rather than intermittently expanding our staff in anticipation of short-term demand;

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maintain a sufficient staff of highly qualified professionals to enable us to handle a number of large, complex assignments simultaneously;

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successfully leverage our reputation, experience and client base to obtain a greater number of engagements from both existing and new clients;

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diversify our range of service offerings, including further development of new practice areas such as lender and transactional support, dispute settlement, intellectual property consulting and mergers and acquisitions advice, in order to better insulate our business from changing market demands; and

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selectively pursue strategic acquisitions to expand our range of consulting services, expand our staff of expert professionals and add new clients to which we can sell our existing services.

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1,131,944 shares of our common stock reserved for future option awards or stock grants under our stock option plans;

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3,651,714 shares of our common stock reserved for issuance upon exercise of stock options outstanding under our stock option plans with a weighted average exercise price of $18.73 per share at September 30, 2002; and

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278,893 shares of our common stock reserved for future grants under our employee stock purchase plan.

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audited historical consolidated statement of income and other data for each of the three years in the period ended December 31, 2001;

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unaudited historical consolidated statement of income and other data for the six-month periods ended June 30, 2001 and 2002;

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unaudited pro forma combined statement of income data for the year ended December 31, 2001 and for the six-month period ended June 30, 2002; and

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unaudited historical consolidated, pro forma combined and pro forma as adjusted balance sheet data at June 30, 2002.

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(1)

EBITDA refers to earnings before taxes, net interest expense and depreciation and amortization. Because all companies do not calculate EBITDA or similarly titled financial measures in the same manner, other companies’ disclosures of EBITDA may not be comparable with EBITDA as we calculate it. EBITDA should not be considered as an alternative to net income or loss (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations) and is not a measure of performance or financial condition under generally accepted accounting principles. EBITDA is intended to provide additional information for evaluating the ability of an entity to meet its financial obligations.

(2)	EBITDA margin equals EBITDA divided by our total revenues for each period presented, in percentage format.

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the level of lending activity and over-leveraging of companies;

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over-expansion by various businesses;

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increases in merger and acquisition activity;

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management problems; and

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the general decline in the economy in the U.S. during the past several years.

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our inability to estimate demand for the new service offerings;

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competition from more established market participants;

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a lack of market understanding; and

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unanticipated expenses to recruit and hire qualified professionals and to market our new service offerings.

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fund working capital needs;

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acquire additional businesses;

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expand our business into new regions or countries;

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introduce new service offerings and develop existing service offerings; or

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respond to competitive pressures.

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on an actual basis;

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on a pro forma basis to give effect to the acquisition of BRS, including the debt financing transactions related to the acquisition; and

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on a pro forma as adjusted basis to give effect to the:

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acquisition of BRS, including the debt financing transactions related to the acquisition;

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receipt of the estimated net proceeds from the sale of 2,100,000 shares of our common stock by us in this offering, after deducting estimated underwriting commissions and offering expenses; and

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retirement of $72.0 million of our debt under our credit facility with the proceeds from this offering.

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(a)

As of January 1, 2002, we adopted Financial Accounting Standards Board Statement No. 142, Goodwill and Other Intangible Assets (“Statement 142”). Under the new rules, goodwill and other intangible assets deemed to have indefinite lives are no longer amortized but are subject to impairment tests at least annually. Other intangible assets with finite lives continue to be amortized over their useful lives.

(b)

Adjustment to eliminate the portion of billable revenues of BRS partners and staff working on non-BRS related engagements. Because BRS was a division of a large, multi-disciplined business, BRS partners and staff could be assigned to non-BRS engagements. The historical financial statements include all revenues generated by BRS partners and staff regardless of the nature of the engagement. This adjustment adjusts

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revenues to the amounts generated from the business acquired and eliminates revenue generated from assisting other PwC divisions.

(c)

Adjustment to record pro forma compensation expense, including retirement and other benefits, for the former partners of BRS. Historically, the BRS statement of income excluded payments for partner distribution and profits because partners did not receive salaries as compensation for services, but rather received earnings distributions recorded as a reduction of net assets. In connection with the acquisition of BRS, we entered into employment contracts with 49 former partners of BRS that provide for the payment of salaries consistent with the amounts received in BRS’ fiscal year 2002 as earnings distributions. The pro forma adjustment assumes that earnings distributions to partners for each respective period were expensed as compensation.

(d)	Adjustment to eliminate the direct costs, such as partner and staff salaries, related to eliminated revenues generated by BRS partners and staff assigned to non-BRS engagements, as discussed above in Note (b).

(e)

Adjustment to reduce to estimated actual cost the direct costs allocated to BRS for personnel costs associated with non-BRS professionals working on BRS engagements. The revenues associated with non-BRS personnel working on BRS matters was included in the historical BRS financial statements. However, there was no gross margin associated with these revenues. The historical financial statements prepared by BRS assumed that the personnel cost of professionals borrowed from other divisions of PwC to complete BRS engagements was equal to the associated revenue recorded for their billable time. The pro forma adjustment assumes that the estimated actual personnel costs of 52% of revenue for the year ended December 31, 2001 and 47% of revenue for the six months ended June 30, 2002 were incurred for revenues generated by borrowed personnel. These estimates are based on actual personnel costs for BRS professionals assigned to BRS engagements.

(f)

Adjustment to reduce direct costs for pension expense eliminated in the BRS acquisition. Employee benefit compensation expense under the former PwC defined benefit and contribution plans for the year ended December 31, 2001 and six-month period ended June 30, 2002 was $1.3 million and $754,000, respectively. Under the FTI defined contribution plan, employee benefit compensation expense related to BRS personnel for the year ended December 31, 2001 and six months ended June 30, 2002 would have been $401,000 and $200,000, respectively.

(g)

Adjustment to eliminate certain non-recurring selling, general and administrative costs allocated to BRS by PwC. PwC allocated to BRS in the historical financial statements a proportionate share of all overhead costs incurred by PwC. These costs consisted principally of general PwC management and support costs. We have reviewed all overhead cost allocations and have determined the verifiable amount allocated that will not be incurred subsequent to the acquisition.

(h)

Adjustment to record pro forma amortization expense for the $4.0 million of estimated other intangible assets recorded upon the acquisition of BRS. These intangible assets consist principally of engagement backlog, intellectual property and non-competition agreements. These assets will be amortized over their estimated useful lives. The weighted-average estimated useful life of these acquired intangible assets is two years.

(i)

Adjustment to record pro forma interest expense. In connection with the acquisition of BRS, we incurred $4.0 million of financing costs that are being amortized over the average contractual life of the related debt of four years. In addition, we assumed that we borrowed $129.2 million to pay the cash portion of the acquisition cost. See Note (1) below under “Adjustments to Unaudited Pro Forma Combined Balance Sheet.” Based on the LIBOR rate in effect at the closing date, the average interest rate associated with the acquisition related borrowings was 4.3% at the closing date of August 30, 2002.

(j)	Adjustment to eliminate the interest expense allocated to BRS by PwC. We assumed no debt from PwC in connection with the BRS acquisition but financed a portion of the purchase price. Pro forma interest expense related to the debt we incurred is adjusted as described in Note (i) above.

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(k)

Adjustment to record the pro forma income tax expense for (i) the operations of BRS for which no taxes were provided in the historical financial statements because BRS was a component of a partnership, and (ii) the estimated tax effects of pro forma adjustments, all at the combined federal and state statutory income tax rate of approximately 40%.

(l)	Adjustment to increase the weighted-average shares outstanding for the 3,000,000 shares that we issued upon the acquisition of BRS.

(1)

Adjustment to record the use of cash to purchase BRS. Upon the closing of the acquisition, we paid PwC $141.1 million and incurred transaction costs of $1.4 million. We also borrowed $119.0 million from our lenders and incurred $4.0 million in financing fees to arrange for this borrowing on August 30, 2002. This adjustment assumes that we borrowed $129.2 million, or the amount we would have borrowed at June 30, 2002 to maintain sufficient cash for operations. Our borrowings include a line-of-credit arrangement with additional borrowing capacity to allow us to manage our working capital needs.

(2)	Adjustment to record the allocation of the purchase price to goodwill and other intangible assets acquired in the transaction. The estimated purchase price of $244,330 has been assigned to the tangible and intangible assets acquired and liabilities assumed as discussed above.

(3)	Adjustment to record the $4.0 million of deferred financing costs arising from the issuance of debt in connection with the acquisition of BRS.

(4)	Adjustment to eliminate certain accrued expenses and amounts due to PwC not assumed by us in accordance with the purchase agreement with PwC.

(5)	Adjustment to record the assumed incurrence of $129.2 million of additional debt in order to fund the acquisition of BRS.

(6)	Adjustment to record the assumed issuance of 3,000,000 shares of our common stock at an average stock price of $33.96 in accordance with the purchase agreement with PwC.

(7)	Adjustment to eliminate the PwC investment balance in BRS.

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4.    Unaudited

Pro Forma Statement of Income for BRS as a Stand Alone Company

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(1)	In September 1997, we acquired L.W.G., Inc. and subsidiary, and Bodaken & Associates in business combinations accounted for as purchases.

(2)	In June 1998, we acquired Klick, Kent & Allen, Inc. In September 1998, we acquired S.E.A., Inc., Kahn Consulting, Inc. and KCI Management Corp. These business combinations were accounted for as purchases.

(3)	Effective January 31, 2000, we acquired Policano & Manzo, L.L.C. in a business combination accounted for as a purchase.

(4)

EBITDA refers to earnings before taxes, net interest expense and depreciation and amortization. Because all companies do not calculate EBITDA or similarly titled financial measures in the same manner, other companies’ disclosures of EBITDA may not be comparable with EBITDA as we calculate it. EBITDA should not be considered as an alternative to net income or loss (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations) and is not a measure of performance or financial condition under generally accepted accounting principles. EBITDA is intended to provide additional information for evaluating the ability of an entity to meet its financial obligations.

(5)	EBITDA margin equals EBITDA divided by our total revenues for each period presented, in percentage format.

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(1)	Excludes payments for partner distributions and benefits.

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(1)

We calculated the pro forma information assuming the acquisition of BRS, including the assumed effects of the debt transactions related to the acquisition, and our repayment of $72.0 million of our debt under our credit facility with the estimated net proceeds from the sale of shares by us in this offering. This information does not give effect to our planned sale of the applied sciences practice group (which would lower the amount of our debt and the number of leases) or any additional leases we may enter into as we integrate BRS. We intend to relocate BRS as soon as possible and expect to obtain additional leased facilities on commercially reasonable terms.

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high debt default rates and ongoing bankruptcy filings;

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continuing use of debt for corporate financings;

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escalating competitive and regulatory complexity faced by a wide range of businesses;

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the current wave of corporate reform legislation that encourages, and in some cases, requires the use of outside financial consultants; and

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the need for objective, independent expertise for critical, business processes.

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Maintain High Utilization Rates Among Our Professionals.    We carefully manage our growth in order to maintain high utilization rates among all of our professionals rather than intermittently expanding our staff in anticipation of short-term demand. We take a disciplined approach when recruiting additional professionals. Although we maintain enough professionals to staff large, complex assignments, we focus on hiring qualified individuals who meet our selective criteria. High utilization rates allow us to maintain our profitability and make us less vulnerable to temporary declines in our work load.

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Retain a Critical Mass of Highly Qualified Professionals.      Our professionals are crucial to delivering our services to clients and generating new business. Through our substantial staff of highly qualified professionals, we can handle a number of large, complex assignments simultaneously. We offer each of our professionals significant compensation opportunities, often based on his or her utilization rate, along with a competitive benefits package and the chance to work on challenging engagements.

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Leverage Our Relationships and Expertise.    We work hard to maintain our existing client relationships and develop new ones. We believe that our existing client relationships and our reputation among industry professionals, coupled with our recognized expertise, track record and size, are the most critical elements in a company’s decision to retain us. We have typically received a significant amount of repeat business from our financial institution clients and referrals from our law firm clients. We have been successful in recent years in expanding the range of consulting services we provide to our clients. Moreover, as a result of the BRS acquisition, we have greater capacity to handle simultaneously a number of complex, high-profile matters. By successfully leveraging our reputation, experience and expanded client base, we believe we will obtain a greater number of engagements from both existing and new clients.

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Expand the Range of Our Financial and Litigation Consulting Services.    We believe that a number of factors driving demand for our services are non-cyclical in nature. These factors include the adverse effects of increased regulation and competition on various industries, under-performing companies, ineffective business strategies, highly leveraged capital structures, failed acquisitions, corporate fraud and the ever increasing number of high-stakes lawsuits. While we anticipate that during more prosperous economic times, demand for turnaround, restructuring, bankruptcy and related consulting services will continue, we intend to continue to diversify the range of our financial and litigation consulting services. We have recently diversified our service offerings to include lender and transactional support, dispute settlement, intellectual property consulting and mergers and acquisitions advice. We intend to continue to broaden the range of our service offerings. We believe this diversification of our service offerings will better insulate our overall business from changing market conditions.

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Selectively Acquire Companies to Obtain New Professionals and Capabilities.    We have always followed a disciplined approach to acquisitions. Our selective approach has allowed us to acquire businesses on attractive terms. Over the past five years, we have made three significant acquisitions that have greatly enhanced our position in the turnaround, restructuring and bankruptcy market. We will continue to selectively pursue strategic acquisitions of complementary service businesses. This should enable us to expand the range of consulting services we offer our existing client base, expand our staff of expert professionals and add new clients to which we can sell our existing services.

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anyone who beneficially owns 10% or more of the voting power of the outstanding voting shares of the corporation; or

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an affiliate or associate of the corporation who was an interested stockholder or an affiliate or an associate of the interested stockholder at any time within the two-year period prior to the date in question.

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at least 80% of the votes entitled to be cast by all holders of the corporation’s voting shares voting as a single group; and

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at least 66 2/3% of the votes entitled to be cast by all holders of the corporation’s voting shares other than voting shares held by the interested stockholder or an affiliate or associate of the interested stockholder.

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10% or more but less than 33 1/3% of all voting power;

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33 1/3% or more but less than a majority of all voting power; or

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a majority or more of all voting power.

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each stockholder that we know beneficially owns more than 5% of our common stock;

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each of our current executive officers and directors; and

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all of our current executive officers and directors as a group.

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*	Less than 1%.

(1)	Unless otherwise specified, the address of these persons is c/o FTI Consulting, Inc., 900 Bestgate Road, Suite 100, Annapolis, Maryland 21401.

(2)	We use the SEC’s definition of beneficial ownership. This means that the persons named in this table have sole or shared voting and/or investment power over the shares shown. Beneficial ownership also includes shares underlying options currently exercisable or exercisable within 60 days.

(3)

Percentages based on 23,713,052 shares outstanding as of September 30, 2002 before the offering and 25,813,052 shares outstanding after the offering. In the case of shares issuable upon the exercise of options, this percentage assumes the issuance of shares by the holder, but not the exercise of options held by any other holder.

(4)

Includes 82,316 shares of common stock and 285,737 shares of common stock issuable upon the exercise of options. Includes 12,000 shares of common stock over which Mr. Dunn and his wife share voting and investment power and includes 300 shares over which Mr. Dunn and his son share voting and investment power. Further, Mr. Dunn has additional options exercisable for 195,000 shares of common stock that have not vested. Mr. Dunn has granted the underwriters the right to purchase up to 150,000 shares of common stock to cover any over-allotments.

(5)

Includes 81,292 shares of our common stock and 125,000 shares of our common stock issuable upon exercise of stock options. Further, Mr. Kahn has additional options exercisable for 137,500 shares of common stock that have not vested. Mr. Kahn has granted the underwriters the right to purchase up to 137,920 shares of common stock to cover any over-allotments.

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(6)

Includes 3,000 shares of our common stock and 37,500 shares of our common stock issuable upon exercise of stock options. Further, Mr. Pincus has additional options exercisable for 92,500 shares of common stock that have not vested. Mr. Pincus has granted the underwriters the right to purchase up to 30,000 shares of common stock to cover any over-allotments.

(7)	Represents 7,500 shares of our common stock issuable upon exercise of stock options.

(8)	Includes 8,550 shares of our common stock and 30,000 shares of our common stock issuable upon exercise of stock options.

(9)	Includes 19,097 shares of our common stock and 48,750 shares of our common stock issuable upon exercise of stock options. Includes 1,500 shares of our common stock owned by Mr. Flick’s wife.

(10)	Represents 15,000 shares of our common stock.

(11)	Represents 3,750 shares of our common stock.

(12)	Includes 1,909 shares of our common stock over which Mr. Stamas and his wife share voting and investment power and 5,000 shares of our common stock issuable upon exercise of stock options.

(13)	Represents 26,615 shares of our common stock. Mr. Bartko is one of our senior managing directors.

(14)	Represents 17,196 shares of our common stock. Mr. Regan is one of our senior managing directors.

(15)	T. Rowe Price Associates, Inc.’s address is 100 East Pratt Street, Baltimore, Maryland 21202. Information is based on a Schedule 13G filed with the SEC on February 12, 2002.

(16)	Wasatch Advisors, Inc.’s address is Social Hall Avenue, Salt Lake City, Utah 84111. Information is based on a Schedule 13G filed with the SEC on February 14, 2002.

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a citizen or resident of the U.S.;

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a corporation or other business entity taxable as a corporation created or organized in or under the laws of the U.S. or any political subdivision thereof;

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust if it (x) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (y) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

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the representations and warranties made by us to the underwriters in the underwriting agreement being true;

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that no material change occurs in the financial markets; and

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our delivery of customary closing documents to the underwriters.

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Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by either exercising their over-allotment option, in whole or in part, or purchasing shares in the open market.

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Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

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Syndicate short covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the

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Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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Annual Report on Form 10-K for the year ended December 31, 2001, including the information incorporated by reference therein;

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Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002;

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Current Reports on Form 8-K filed on July 26, 2002 and September 13, 2002; and

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The description of our common stock which is contained in filings we have made under the Securities Exchange Act of 1934, including all amendments or reports we have filed for the purpose of updating this description.

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*	Filed herewith.

**	To be filed by amendment.

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*	Filed herewith.

**	To be filed by amendment.

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(1)	Uncollectible accounts written off, net of recoveries.

(2)	Allowance recorded for acquisitions.

                                                                    Exhibit 23.1

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated February 11, 2002, included in the Registration
Statement (Form S-3 No. 333-________) and related Prospectus of FTI Consulting,
Inc. for the registration of 2,100,000 shares of its common stock.


                                        /s/ Ernst & Young LLP

Baltimore, Maryland
October 3, 2002

                                                                    Exhibit 23.2

                         INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of FTI Consulting, Inc. on
Form S-3 of our report dated August 9, 2002, appearing in this Registration
Statement. We also consent to the reference to us under the heading "Experts" in
such Prospectus.

/s/  DELOITTE & TOUCHE LLP
Parsippany, New Jersey
October 8, 2002