<PAGE>
 
================================================================================

                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                        
       (Mark One)

              [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                      For the quarter ended June 30, 1997

                                       OR

               [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from __________ to __________

                         Commission File Number 0-21040


                         CAMBRIDGE TECHNOLOGY PARTNERS
                             (MASSACHUSETTS), INC.
             (Exact name of registrant as specified in its charter)



               DELAWARE                            06-1320610
   (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)            Identification Number)


            304 Vassar Street,
        Cambridge,  Massachusetts                     02139
(Address  of principal executive offices)          (Zip Code)

                                (617) 374-9800
             (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has  been subject to such
filing requirements for the past 90 days.     Yes   X   No  
                                                   ---      ---

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

     As of July 31, 1997, there were 49,863,200 shares of common stock
outstanding.

================================================================================

                                       1
<PAGE>
 
              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.

                               TABLE OF CONTENTS
                               -----------------


PART I - FINANCIAL INFORMATION:

<TABLE>
<CAPTION>
 
Item 1:  Financial Statements
<S>                                                                  <C>
 
  Consolidated Balance Sheets as of June 30, 1997 and 
    December 31, 1996                                                3
 
  Consolidated Statements of Operations for the Three and
    Six Months Ended June 30, 1997 and 1996                          4
 
  Consolidated Statements of Cash Flows for the Six 
    Months Ended June 30,1997 and 1996                               5
 
  Notes to Consolidated Financial Statements                         6
 
Item 2:  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                       8
 

PART II - OTHER INFORMATION:

Item 4:  Submission of Matters to a Vote of Security Holders         13

Item 6:  Exhibits and Reports on Form 8-K                            14

SIGNATURES                                                           15

EXHIBIT INDEX                                                        16  
</TABLE> 

                                       2
<PAGE>
 
              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)

<TABLE>
<CAPTION>
 
                                                             June 30,     December 31,
                                                            ----------    ------------ 
                                                               1997           1996
                                                            ----------    ------------ 
                                                           (unaudited)
<S>                                                        <C>          <C>
ASSETS                                              
Current assets:                                     
 Cash and cash equivalents                                   $ 36,071       $ 19,817
 Investments held to maturity                                  14,470         12,727
 Accounts receivable, less allowance of $1,285 and 1,085                                               
   at June 30, 1997 and December 31, 1996, respectively        76,475         55,540
 Unbilled revenue on contracts                                  1,899          2,959
 Deferred income taxes                                            161            161
 Prepaid expenses and other current assets                     17,406         14,195
                                                             --------       --------
   Total current assets                                       146,482        105,399
                                                    
Property and equipment, net                                    24,038         19,027
Other assets                                                    5,147          3,462
Goodwill, net                                                   2,113          2,512
                                                             --------       --------
   Total assets                                              $177,780       $130,400
                                                             ========       ========
                                                    
LIABILITIES AND STOCKHOLDERS' EQUITY                
Current liabilities:                                
 Accounts payable                                            $ 15,157       $ 11,052
 Accrued expenses                                              23,723         17,410
 Deferred revenue                                              13,193          5,203
 Income taxes payable                                           6,850          3,178
 Obligations under capital leases, current                         74             74
                                                             --------       --------
   Total current liabilities                                   58,997         36,917
                                                    
Obligations under capital leases                                  127            162
Deferred income taxes                                             471            471
                                                    
Commitments and contingencies                       
                                                    
Stockholders' equity:                               
 Common stock, $.01 par value, authorized 120,000,000                                       
   shares;  issued and outstanding 49,632,106 and 48,431,489                                      
   at June 30, 1997 and December 31, 1996, respectively           496            484
 Additional paid-in capital                                    56,341         44,652
 Retained earnings                                             63,123         47,970
 Foreign currency translation adjustment                       (1,775)          (256)
                                                             --------       --------
   Total stockholders' equity                                 118,185         92,850
                                                             --------       --------
   Total liabilities and stockholders' equity                $177,780       $130,400
                                                             ========       ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.

                                       3
<PAGE>
 
             CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC. 
                    CONSOLIDATED STATEMENTS OF OPERATIONS 
                    (in thousands, except per share data) 
                                  (unaudited)

<TABLE>
<CAPTION>
 
                                Three Months Ended June 30,        Six Months Ended June 30,
                               -----------------------------     -----------------------------
                                    1997           1996               1997          1996      
                                 ----------     ----------         ----------    -----------  
<S>                              <C>            <C>                <C>           <C>           
                                                                                              
Net revenues                      $ 83,292       $ 56,257           $154,410       $103,536   
Costs and expenses:                                                                           
  Project personnel                 37,916         26,152             69,754         48,548   
  General and administration         9,872          7,342             17,829         12,844   
  Sales and marketing                6,792          4,172             13,304          7,687   
  Other costs                       15,891         10,685             29,107         19,054   
                                  --------       --------           --------       --------   
    Total operating expenses        70,471         48,351            129,994         88,133   
                                  --------       --------           --------       --------   
                                                                                              
Income from operations              12,821          7,906             24,416         15,403   
                                                                                              
Other income (expense):                                                                       
  Interest income                      659            265                987            400   
  Interest expense                     (33)           (17)               (66)           (34)  
  Foreign exchange (loss)               (8)            (4)               (82)           (16)  
                                  --------       --------           --------       --------   
                                                                                              
Income before income taxes          13,439          8,150             25,255         15,753   
Provision for income taxes           5,376          3,285             10,102          6,301   
                                  --------       --------           --------       --------   
                                                                                              
Net income                        $  8,063       $  4,865           $ 15,153       $  9,452   
                                  ========       ========           ========       ========   
                                                                                              
Net income per share              $    .15       $    .09           $    .28       $    .18   
                                  ========       ========           ========       ========   
                                                                                              
Weighted average number of                                                                    
  common and common                                                                           
  equivalent shares outstanding     54,823         54,573             54,752         54,161   
                                  ========        =======           ========       ========    
</TABLE> 

The accompanying notes are an integral part of the consolidated financial
statements.

                                       4
<PAGE>
 
              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
 
                                                           Six Months Ended June 30,    
                                                        ------------------------------- 
                                                              1997           1996       
                                                          ------------   ------------   
<S>                                                       <C>            <C>            
                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:                                                   
                                                                                        
Net income                                                  $ 15,153      $  9,452      
Amounts that reconcile net income to net cash                                           
 provided by operating activities:                                                       
 Depreciation and amortization                                 3,440         2,572      
 Tax benefit from exercise of stock options                    4,984         3,042      
 Provision for deferred income taxes                               -           315      
 Increase in accounts receivable                             (22,193)       (9,452)      
 Decrease (increase) in unbilled revenue on contracts            885        (1,454)   
 Increase in prepaid expenses and other current assets        (3,561)       (4,397)   
 Increase in accounts payable                                  4,450         3,195    
 Increase in accrued expenses                                  6,935         1,525    
 Increase in deferred revenue                                  8,110         2,142    
 Increase (decrease) in income taxes payable                   3,440          (141)   
 Other, net                                                   (1,671)         (559)   
                                                            --------      --------    
   Net cash provided by operating activities                  19,972         6,240    
                                                            --------      --------    
                                                                                      
CASH FLOWS FROM INVESTING ACTIVITIES:                                                 
                                                                                      
Additions to property and equipment                           (8,573)       (5,891)   
Purchase of investments held to maturity                      (9,255)       (9,388)   
Maturity of investments held to maturity                       7,511         7,806    
                                                            --------      --------    
   Net cash used for investing activities                    (10,317)       (7,473)   
                                                            --------      --------    
                                                                                      
CASH FLOWS FROM FINANCING ACTIVITIES:                                                 
                                                                                      
Net payments under credit arrangements                             -          (325)   
Obligations under capital leases                                 (33)         (118)   
Dividend distribution                                              -           (15)   
Proceeds from employee stock purchase plan                     2,140           758    
Proceeds from exercise of stock options                        4,564         4,903    
                                                            --------      --------    
   Net cash provided by financing activities                   6,671         5,203    
                                                            --------      --------    
                                                                                      
Effect of foreign exchange rate changes on cash                  (72)         (221)   
                                                                                      
Net increase in cash and cash equivalents                     16,254         3,749    
Cash and cash equivalents at beginning of period              19,817         7,490    
                                                            --------      --------    
Cash and cash equivalents at end of period                  $ 36,071      $ 11,239    
                                                            ========      ========     
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.

                                       5
<PAGE>
 
              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

A.  Basis of Presentation
    ---------------------

The accompanying consolidated financial statements of Cambridge Technology
Partners (Massachusetts), Inc. (the "Company") include the accounts of the
Company and all of its wholly owned subsidiaries.  All significant intercompany
transactions and balances have been eliminated in consolidation. In October and
November of 1996, the Company acquired all of the outstanding capital stock of
NatSoft S.A. (now Cambridge Switzerland) and Ramos & Associates, Inc. (now
Cambridge Enterprise Resource Solutions (ERS)).  The acquisitions of Cambridge
Switzerland and ERS were accounted for using the pooling of interests method of
accounting.  All prior period historical consolidated financial statements
presented herein have been restated to include the financial position, results
of operations, and cash flows of these acquired companies.  Certain prior period
amounts have been reclassified to conform with current period presentation.  In
the opinion of management, the consolidated financial statements reflect all
normal and recurring adjustments, which are necessary for a fair presentation of
the Company's financial position, results of operations, and cash flows as of
the dates and for the periods presented.  The consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information.  Consequently, these statements do not
include all the disclosures normally required by generally accepted accounting
principles for annual financial statements nor those normally made in the
Company's Annual Report on Form 10-K.  Accordingly, reference should be made to
the Company's Annual Report on Form 10-K for additional disclosures, including a
summary of the Company's accounting policies, which have not changed.  The
consolidated results of operations for the three and six months ended June 30,
1997, are not necessarily indicative of results for the full year.

B.  Net Income Per Share
    --------------------

Net income per share data is computed using the weighted average number of
common shares outstanding, the assumed exercise of stock options and warrants
(using the treasury stock method), and the assumed issuance of a stock dividend
at the beginning of each applicable period to effect a stock split.  Net income
per share data also reflects, when applicable, the assumed issuance, at the
beginning of the period, of common stock of the Company and options to purchase
common stock of the Company relating to the acquisitions of Cambridge
Switzerland and ERS, which were accounted for using the pooling of interests
method of accounting.  Primary and fully diluted income per share are the same
for each period presented.

C.  Foreign Exchange Contracts
    --------------------------

The Company maintains foreign exchange contracts to mitigate the risk of changes
in foreign exchange rates associated with intercompany balances.  The contracts
relate primarily to European currencies and generally have maturities of one
month.  The impact of exchange rate movements on contracts are recorded in other
income in the period in which the exchange rates change, generally consistent
with the term of the contract.  As of June, 30, 1997, the Company held foreign
exchange forward contracts of approximately $2.4 million and there were no
related deferred gains and losses.  The Company does not hold foreign exchange
contracts for trading purposes.

D.  Accounting Pronouncements
    -------------------------

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
(SFAS), which is effective for fiscal years ending after December 15, 1997,
including interim periods.  SFAS 128 establishes standards for computing and
presenting earnings per share (EPS) and requires a dual presentation of basic
and dilutive EPS.  The Company estimates that basic EPS would have been $.16
cents and $.31 cents for the three and six months ended June 30, 1997.  Dilutive
EPS would not have been materially different from primary EPS presented in these
financial statements.

In July 1997, FASB issued SFAS 130 - Reporting Comprehensive Income. SFAS 130
establishes standards for reporting and displaying comprehensive income and its
components in a full set of general purpose financial statements. SFAS 130 is
effective for fiscal years beginning after

                                       6
<PAGE>
 
December 15, 1997 with earlier application permitted. The Company is currently
assessing the impact of SFAS 130.


                                       7
<PAGE>
 
              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Overview

Cambridge Technology Partners (Massachusetts), Inc. (the "Company") is an
international software consulting and integration firm which provides services
for the development and deployment of client/server distributed applications,
including Internet-based applications.  Working primarily with a fixed
time/fixed fee price model, the Company's service offerings also include third-
party software implementation and management consulting services. The Company
continued to post strong operating results for the quarter ended June 30, 1997.
Net revenues for the second quarter of 1997 increased 48% to $83.3 million
compared to $56.3 million for the same period in 1996, reflecting increased
demand for the Company's services, in North America, Europe, and Latin America.
Net income for the quarter ended June 30, 1997, increased 66% to $8.1 million,
or $.15 per share compared to $4.9 million, or $.09 per share for the same
period in 1996.

The Company experienced increased demand for its services in both North America
and Europe for the second quarter of 1997, and it continued to focus on
developing and implementing integrated service offerings for the Company and its
1996 acquisitions of Ramos & Associates, Inc. (now Cambridge Enterprise Resource
Solutions (ERS)) and NatSoft S.A. (now Cambridge Switzerland). The Company
believes that the appropriate management and resources are in place and that
Cambridge Switzerland is strongly positioned for the third quarter of 1997 with
five major client engagements beginning this quarter.  Total North American net
revenues grew 51% in the second quarter of 1997 compared to the same period in
1996.  In order to support the increased demand for the Company's services,
total Company headcount increased to 2,263 at June 30, 1997, from 1,824 at
December 31, 1996.  The Company continues to focus on hiring and assimilating
appropriate personnel to service its clients in the upcoming quarters and has
an aggregate of 177 new hires and prospective employee commitments in place for
the third quarter as of August 1, 1997.

During the second quarter of 1997, the Company continued to expand its business
in Latin America and Canada demonstrating increased acceptance of the Company's
service offerings in these markets.  In addition, the Company opened an office
in Tokyo, and added additional offices in Reading and Manchester, England, and
East Brunswick, New Jersey expanding to 38 offices worldwide.  In July, the
Company opened an office in Melbourne, Australia.

Results of Operations

Three Months Ended June 30, 1997, Compared to
  Three Months Ended June 30, 1996

Net revenues increased 48% to $83.3 million in 1997 compared to $56.3 million in
1996 due principally to an increase in the volume of services delivered to new
clients, leveraging the existing client base by undertaking additional projects,
and increased demand for expanded service offerings, including strong growth in
the enterprise resource solutions service market.  North American net revenues
remained strong, growing 51% to $65.9 million from $43.5 million in 1996.
International net revenues grew 37% to $17.4 million in 1997 from $12.7 million
in 1996.  International net revenue results were negatively impacted by the
continuing strength of the U.S. dollar against international currencies, as
revenue growth increased by 48% to $18.8 million.

Project personnel costs consist principally of payroll and payroll related
expenses for personnel dedicated to client assignments and are directly related
to the level of client services being delivered.  Project personnel costs were
$37.9 million and $26.2 million or 46% of net revenues for both periods. 

                                       8
<PAGE>
 
The dollar increase resulted from hiring of additional project personnel over
1996 staff levels to support the increased volume of services delivered to
clients and the related increase in payroll and payroll related expenses.
Worldwide project personnel headcount increased 46% to 1,921 employees at June
30, 1997, from 1,312 employees at June 30, 1996. The Company currently expects
to maintain project personnel costs as a percentage of net revenues at the same
level as fiscal year 1996 for the remainder of fiscal 1997, as new employees are
hired and assimilated to support its business growth. Additionally, the Company
currently does not anticipate significant increases in wage and benefit levels
for project personnel for the remainder of 1997.

General and administration expenses were $9.9 million or 12% of net revenues in
1997 compared to $7.3 million or 13% of net revenues in 1996.  The percentage
decrease  from 1996 is primarily due to the significant increase in net revenues
and the Company's continued focus on cost containment in this area.  The dollar
increase reflects expenses associated with increased staff headcount to support
the Company's continued growth and geographic expansion in North America,
Europe, and Latin America.  The Company currently expects to maintain general
and administration expenses as a percentage of net revenues at approximately the
current level for the remainder of 1997, while continuing to provide sufficient
support for the Company's global growth strategy.

Sales and marketing expenses were $6.8 million or 8% of net revenues in 1997
compared to $4.2 million or 7% in 1996. The dollar and percentage increase is
primarily attributable to an increase in payroll and payroll related expenses
associated with the increase in sales and marketing personnel from 89 at June
30, 1996, to 143 at June 30, 1997. This increased headcount enables the Company
to maximize potential client lead generation through its regional field
marketing staff with subsequent services coordinated by its sales personnel.
These increases also resulted from increased participation in trade shows and
marketing publications in order to provide existing and potential clients with
essential information about the Company and its existing and new service
offerings.  The Company continued its investment in marketing initiatives and
educational and training programs that provide clients with opportunities to
learn about new technologies  and client/server trends, such as seminars for
chief information officers, an Internet-based CIO information network, and
interactive management lab programs. The Company currently expects to maintain
sales and marketing expenses as a percentage of net revenues at approximately
the current level for the remainder of 1997.

Other costs consist of non-billable expenses directly incurred for client
projects and other associated business costs, including facilities costs and
related expenses, non-billable staff travel, and staff training.  Other costs
were $15.9 million and $10.7 million or 19% of net revenues for both periods.
The dollar increase from 1996 resulted principally from increased facility,
travel, and employee training costs, including costs related to maintaining
newly opened and expanded offices in North America, Latin America, Asia, and
Europe as the Company continues to execute its global expansion strategy.  As
the Company continues its headcount and facilities growth to support current and
anticipated increases in demand for its services, the Company currently expects
to maintain its other costs as a percentage of net revenues at approximately the
current level for the remainder of 1997.

Interest income increased to $659,000 in 1997 from $265,000 in 1996.  This
increase reflects growth in cash and investment balances and higher average
interest rates obtained in 1997 compared to 1996.  The Company's investments
consist primarily of tax exempt investment grade municipal bonds which mature
within one year from the date of purchase.

Foreign exchange loss of $8,000 in 1997 compared to $4,000 in 1996 related to
foreign currency exchange rate fluctuations associated with intercompany
balances. The dollar increase is primarily due to unfavorable fluctuations in
European currencies in the second quarter of 1997. The Company maintains monthly
foreign exchange forward contracts to hedge against the risk of changes in
foreign exchange rates associated with intercompany balances.  This risk
coverage is dependent upon forecasted 

                                       9
<PAGE>
 
intercompany activities at the beginning of each month and the exchange rate
gains and losses are directly related to the accuracy of such forecasted
amounts. As of June 30, 1997, the Company held foreign exchange contracts of
approximately $2.4 million.

The Company's effective income tax rate in 1997 decreased to 40.0% from 40.3% in
1996.  The Company's effective tax rate may vary from period to period based on
the Company's future expansion into areas of varying country, state, and local
statutory income tax rates.

Net income was $8.1 million or $.15 per share for the 1997 period as compared to
$4.9 million or $.09 per share for the same period in 1996.  The Company
increased its net income per share despite a 1% increase in the number of common
and common equivalent shares outstanding, primarily due to stock options granted
to employees and shares issued under the employee stock purchase plan.

Six Months Ended June 30, 1997, Compared to
  Six Months Ended June 30, 1996

Net revenues increased 49% to $154.4 million in 1997 compared to $103.5 million
in 1996 due principally to an increase in the volume of services delivered to
new clients, leveraging the existing client base by undertaking additional
projects, and increased demand for expanded service offerings, including strong
growth in the enterprise resource solutions service market.  North American net
revenues remained strong, growing 56% to $122.4 million from $78.4 million in
1996.  International net revenues grew 27% to $32.0 million in 1997 from $25.1
million in 1996. International net revenue results were negatively impacted by
the continuing strength of the U.S. dollar against international currencies, as
revenue growth increased by 38% to $34.5 million.

Project personnel costs consist principally of payroll and payroll related
expenses for personnel dedicated to client assignments and are directly related
to the level of client services being delivered.  Project personnel costs were
$69.8 million or 45% of net revenues in 1997 compared to $48.5 million or 47% of
net revenues in 1996. The dollar increase resulted from hiring of additional
project personnel over 1996 staff levels to support the increased volume of
services delivered to clients and the related increase in payroll and payroll
related expenses.  The decrease as a percentage of net revenues is primarily due
to improvements in project personnel costs in the Company's North American and
Latin American operations.  The Company currently expects that its project
personnel costs will increase to approximately 46% of net revenues on a full
year basis.

General and administration expenses were $17.8 million and $12.8 million or 12%
of net revenues for both periods.  The dollar increase reflects expenses
associated with increased staff headcount to support the Company's continued
growth and geographic expansion in North America, Europe, and Latin America.

Sales and marketing expenses were $13.3 million or 9% of net revenues in 1997
compared to $7.7 million or 7% in 1996. The dollar and percentage increase is
primarily attributable to an increase in payroll and payroll related expenses
associated with the increase in sales and marketing personnel from 89 at June
30, 1996, to 143 at June 30, 1997.  This increased headcount enables the Company
to maximize potential client lead generation through its regional field
marketing staff with subsequent services coordinated by its sales personnel.
These increases also resulted from increased participation in trade shows and
marketing publications in order to provide existing and potential clients with
essential information about the Company and its existing and new service
offerings.  The Company continued its investment in marketing initiatives and
educational and training programs that provide clients with opportunities to
learn about new technologies  and client/server trends, such as seminars for
chief information officers, an Internet-based CIO information network, and
interactive management lab programs.

                                       10
<PAGE>
 
Other costs consist of non-billable expenses directly incurred for client
projects and other associated business costs, including facilities costs and
related expenses, non-billable staff travel, and staff training.  Other costs
were $29.1 million or 19% of net revenues in 1997 compared to $19.1 million or
18% of net revenues in 1996. The dollar and percentage increase from 1996
resulted principally from increased facility, travel, and employee training
costs, including costs related to maintaining newly opened and expanded offices
in North America, Latin America, Asia, and Europe as the Company continues to
execute its global expansion strategy.

Interest income increased to $987,000 in 1997 from $400,000 in 1996.  This
increase is principally due to increased cash and investment balances and higher
average interest rates obtained in 1997 compared to 1996.  The Company's
investments consist primarily of tax exempt investment grade municipal bonds
which mature within one year from the date of purchase.

Foreign exchange loss of $82,000 in 1997 compared to $16,000 in 1996 related to
foreign currency exchange rate fluctuations associated with intercompany
balances. The dollar increase is primarily due to unfavorable fluctuations in
European currencies in the first half of 1997 compared to the same period in
1996.

The Company's effective income tax rate in 1997 and 1996 was 40.0%.  The
Company's effective tax rate may vary from period to period based on the
Company's future expansion into areas of varying country, state, and local
statutory income tax rates.

Net income was $15.2 million or $.28 per share for the 1997 period as compared
to $9.5 million or $.18 per share for the same period in 1996.  The Company
increased its net income per share despite a 1% increase in the number of common
and common equivalent shares outstanding, primarily due to stock options granted
to employees and shares issued under the employee stock purchase plan.

Liquidity and Capital Resources

The Company continues to generate cash flow from operations to fund its business
growth and geographic expansion.  In addition, the Company continues to operate
primarily debt-free and enhance its working capital position.  Working capital
increased to $87.5 million at June 30, 1997, from $68.5 million at December 31,
1996.  This increase was primarily due to increases in accounts receivable,
proceeds from the exercise of stock options, partially offset by cash used for
capital expenditures related to office expansions and computer equipment for new
employees.  The Company's days sales in accounts receivable was 80 days during
the second quarter of 1997 compared to 79 days for the quarter ended December
31, 1996.  The Company's treasury function, which is responsible for worldwide
collection and cash management efforts, continues to focus on its outstanding
receivables by involving its project management staff in the collection process.

Net cash provided by operating activities increased by $13.7 million to $20.0
million in 1997 from $6.2 million for the comparable period in 1996.  The
significant increases in net income, tax benefit from the exercise of stock
options, and deferred revenue was partially offset by the increases in accounts
receivable and prepaid expenses and other current assets.

Capital expenditures of $8.6 million through June 30, 1997 were used principally
for computer equipment to support the Company's expansion activities, employee
workstations, and leasehold improvements related to the Company's growth of new
offices in North America, Latin America, Asia, and Europe.  Capital expenditures
for 1997 are expected to approximate $20.0 million, principally for leasehold
improvements, personal computers, employee workstations, telecommunication and
video conferencing equipment, and other equipment to support both current and
anticipated levels of customer 

                                       11
<PAGE>
 
activities in North America, Latin America, Asia and Europe. In accordance with
the Company's strategic acquisition plans, the Company evaluates, on an ongoing
basis, potential acquisitions of companies or technologies that may complement
its business.

The Company maintains a $20.0 million uncollateralized revolving credit facility
(the "Facility") with Fleet National Bank ("Fleet Bank").  The Facility, which
expires on June 30, 1998, allows the Company to elect an interest rate of either
Fleet Bank's prime rate in effect from time to time or a eurodollar rate, as
defined, payable monthly in arrears commencing with the advance of funds.  The
Facility requires, among other things, the Company to maintain certain financial
ratios including tangible net worth, debt to equity, and operating
profitability.  At June 30, 1997 and December 31, 1996, the Company was in
compliance with these financial ratio requirements and no borrowings have been
made under the Facility.

The Company expects that cash flows from operations will provide the principal
source of future liquidity for the Company.  However, the Company is currently
experiencing a period of growth which could place a strain on the Company's
financial resources. The Company currently anticipates that existing cash and
investment balances combined with cash generated from operations and amounts
available under the Facility will be sufficient, at least through 1998, to meet
the Company's short-term and long-term working capital requirements and to fund
the expansion of the Company's business.  In order to meet client demand for the
Company's services in 1997, the Company expects to continue to increase its
professional staff and to open additional sales and operations offices in North
America, Latin America, Asia and Europe.  Although the Company's plans to open
offices and hire personnel are driven in response to increased demand for the
Company's services, a portion of these expenses will be incurred in anticipation
of increased demand.  Operating results and liquidity may be adversely affected
if market demand and revenues do not increase as anticipated.  As the Company
expands its international operations, a number of factors, including market
acceptance of the Company's services, significant fluctuations in currency
exchange rates, and changes in general economic conditions could also adversely
affect future results and liquidity.

This Form 10-Q includes forward-looking statements which involve risks and
uncertainties, particularly as to net revenues and profits, capital
expenditures, future liquidity needs, working capital needs, and  project
personnel costs, general and administrative expenses, sales and marketing
expenses, and other costs as a percentage of net revenues.  The Company's actual
future results may differ significantly from those stated in any forward looking
statements.  While it is impossible to identify each factor and event that could
affect the Company's results, variations in the Company's revenues and operating
results occur from time to time as a result of a number of factors, such as the
significance of client engagements commenced and completed during the period,
the number of working days in a period, employee hiring and utilization rates,
acceptance and profitability of the Company's services in new territories, and
integration of companies acquired.  The timing of revenues is difficult to
forecast because the Company's sales cycle is relatively long in the case of new
clients and may depend on factors such as the size and scope of the assignments
and general economic conditions.  Because a high percentage of the Company's
expenses are relatively fixed, a variation in the timing of the initiation or
the completion of client assignments, particularly at or near the end of any
quarter, can cause significant variations in operating results from quarter to
quarter.

                                       12
<PAGE>
 
              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
                          PART II - OTHER INFORMATION

ITEM 4  Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

(a)  The annual meeting of stockholders was held on May 14, 1997.

(b)  Not applicable.

(c)  A vote was proposed to (1) fix the number of directors at eight and to
     elect a Board of Directors to serve for the ensuing year or until their
     respective successors are duly elected and qualified; (2) consider and act
     upon a proposal to approve an amendment to the Company's 1991 Stock Option
     Plan (the "1991 Plan") to (A) increase the number of shares authorized
     under such 1991 Plan to 19 million shares of common stock and (B) provide
     for the transferability of stock options as authorized by the Management
     Resource Committee of the Board of Directors; and (3) ratify the selection
     of Coopers & Lybrand L.L.P. as independent accountants for the fiscal year
     ending December 31, 1997.

The voting results were as follows:
<TABLE>
<CAPTION>
 
                                                                                              
                                                   Votes         Withheld           Votes          Broker  
                                 Votes for        Against        Authority         Abstained      Non-votes
                                 ----------      ----------      ---------         ---------      ---------
<S>                              <C>             <C>             <C>             <C>              <C>
(1)  James K. Sims                44,201,062         N/A          141,667               N/A           -
     Warren V. Musser             44,236,748         N/A          105,981               N/A           -
     Jean C. Tempel               44,241,942         N/A          100,787               N/A           -
     Robert E. Keith, Jr.         44,251,222         N/A           91,507               N/A           -
     Jack L. Messman              44,250,472         N/A           92,257               N/A           -
     John W. Poduska, Sr., Ph.D.  44,243,942         N/A           98,787               N/A           -
     James I. Cash, Jr., Ph.D.    44,250,188         N/A           92,541               N/A           -
     James D. Robinson, III       44,247,797         N/A           94,932               N/A           -
(2)  1991 Stock Option Plan       25,875,812      13,910,871       N/A               57,449       4,498,597
(3)  Coopers & Lybrand L.L.P.     44,276,048          31,017       N/A               35,664           -
</TABLE>

(d)     Not applicable

 
ITEM 6.  Exhibits and Reports on Form 8-K
-------------------------------------------
 
(a)     Exhibits:
<TABLE>
        <S>     <C> 
        (10.1)  Rights Agreement, dated as of June 23, 1997, by and between
                Cambridge Technology Partners (Massachusetts), Inc. and
                Chasemellon Shareholder Services, LLC, as Rights Agent
                (incorporated herein by reference to
</TABLE> 


                                      13
<PAGE>
 
<TABLE> 

        <S>     <C>     
                Exhibit 4.1 to the Company's Report on Form 8-K, dated June 23,
                1997 and filed on July 1, 1997).

        (10.2)  Amended and Restated 1991 Stock Option Plan of the Company
                (filed as part of this report).

        (10.3)  Form of Incentive Stock Option Agreement for Executive Officers
                under the 1991 Stock Option Plan of the Company, as amended
                (filed as part of this report).

        (10.4)  Form of Incentive Stock Option Agreement for Non-Executive 
                Officer Employees under the 1991 Stock Option Plan of the
                Company, as amended (filed as part of this report).

        (10.5)  Form of Non-Qualified Stock Option Agreement for Executive
                Officers, as amended (filed as part of this report).

        (10.6)  Form of Non-Qualified Stock Option Agreement for Non-Executive 
                Officer Employees, as amended (filed as part of this report).

        (11.1)  Statements Regarding Computation of Earnings Per Share (filed as
                part of this report).
</TABLE> 

(b)     There were no reports on Form 8-K filed for the quarter ended June 30,
     1997.


                                      14
<PAGE>
 
                                   SIGNATURES


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 thereunto duly authorized.



              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.



              Date:  August 13, 1997      By: /s/ Arthur M. Toscanini
                                             -------------------------------
                                              Arthur M. Toscanini
                                              Executive Vice President and
                                                 Chief Financial Officer


                                      15
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
Exhibit No.                 Description                   
-----------                 -----------                   
<S>          <C>                                          
10.1         Rights Agreement, dated as of June 23,
             1997, by and between Cambridge Technology
             Partners (Massachusetts), Inc. and
             Chasemellon Shareholder Services, LLC, as
             Rights Agent (incorporated herein by
             reference to Exhibit 4.1 to the Company's
             Report on Form 8-K dated June 23, 1997, and
             filed on July 1, 1997).

10.2         Amended and Restated 1991 Stock Option Plan
             of the Company (filed as part of this
             report).

10.3         Form of Incentive Stock Option Agreement
             for Executive Officers under the 1991 Stock
             Option Plan of the Company, as amended
             (filed as part of this report).

10.4         Form of Incentive Stock Option Agreement for
             Non-Executive Officer Employees under the 1991
             Stock Option Plan of the Company, as amended
             (filed as part of this report).

10.5         Form of Non-Qualified Stock Option Agreement
             for Executive Officers, as amended (filed as
             part of this report).

10.6         Form of Non-Qualified Stock Option Agreement
             for Non-Executive Officer Employees, as amended
             (filed as part of this report).

11.1         Statements Regarding Computation of
             Earnings Per Share (filed as part of this
             report).
 
</TABLE>
-----------------------------
  


                                      16