SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                   FORM 10-K/A

                                 AMENDMENT NO. 1 TO
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                   -----------

For the fiscal year ended December 31, 2000       Commission File Number: 1-6862

                     Credit Suisse First Boston (USA), Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                                      13-1898818
    (State or Other Jurisdiction of                        (I.R.S. Employer
     Incorporation or Organization)                       Identification No.)
         Eleven Madison Avenue                                   10010
           New York, New York                                 (Zip Code)
(Address of Principal Executive Offices)

                                 (212) 325-2000
              (Registrant's Telephone Number, Including Area Code)

                    Securities registered pursuant to Section




                                                   Name of Each
Title of Each Class:                               Exchange on Which Registered:
-------------------                                ----------------------------

CSFBdirect Common Stock, par value $0.10           New York Stock Exchange
per share

Series A Fixed/Adjustable Rate Cumulative           New York Stock Exchange
Preferred Stock, $50 liquidation preference
per share

Series B Fixed/Adjustable Rate Cumulative          New York Stock Exchange
Preferred Stock, $50  liquidation preference
per share New York Stock Exchange

8.42% Mandatorily redeemable Trust Securities      New York Stock Exchange
of DLJ Capital Trust I, guaranteed by Credit
Suisse First Boston (USA), Inc.

        Securities registered pursuant to Section 12(g) of the Act: None

                                   -----------

         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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: |X|

         As of March 28, 2000, there were 18,400,000 shares of non-voting common
stock of the Registrant, $0.10 par value ("CSFBdirect Common Stock"),
outstanding. As of March 28, 2000, the aggregate market value of the CSFBdirect
Common Stock held by non-affiliates of the Registrant was approximately $83.5
million. All of the outstanding shares of voting common stock of the Registrant,
$0.10 par value, are held by Credit Suisse First Boston, Inc., an indirect
wholly-owned subsidiary of Credit Suisse Group.

                    Documents Incorporated by Reference: None


<PAGE>


EXPLANATORY NOTE: This Amendment No. 1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2000 (the "Form 10-K") is filed
solely to amend Exhibit 10.6, Credit Suisse Group International Share Plan,
filed as part of Item 14(a)(3), to reflect the agreement in its final form. The
registrant hereby amends Item 14(a)(3) to the Form 10-K in its entirety and
replaces such Item 14(a)(3) with the following:

         3. Exhibits

Exhibit No.                          Description
-----------                          -----------

2.1    Agreement and Plan of Merger, dated as of August 30, 2000, among Credit
       Suisse Group, Diamond Acquisition Corp. and the Registrant, as amended
       (incorporated by reference to Exhibit (d)(1) to the Tender Offer
       Statement on Schedule TO filed by Credit Suisse Group and the Diamond
       Acquisition Corp. in relation to the Registrant on September 8, 2000 and
       Exhibit (d)(5) to Amendment No. 2 to such Tender Offer Statement on
       Schedule TO/A filed by Credit Suisse Group and the Diamond Acquisition
       Corp. in relation to the Registrant on October 6, 2000).

2.2    Stock Purchase Agreement, dated as of August 30, 2000, among Credit
       Suisse Group and the AXA entities named therein, as amended (incorporated
       by reference to Exhibit (d)(2) to the Tender Offer Statement on Schedule
       TO filed by Credit Suisse Group and the Diamond Acquisition Corp. in
       relation to the Registrant on September 8, 2000 and Exhibit (d)(6) to
       Amendment No. 2 to such Tender Offer Statement on Schedule TO/A filed by
       Credit Suisse Group and the Diamond Acquisition Corp. in relation to the
       Registrant on October 6, 2000).

3.1    Amended and Restated Certificate of Incorporation of Registrant.*

3.2    By-laws of the Registrant (Incorporated by reference to the corresponding
       exhibit to the Registrant's Registration Statement on Form S-1, File No.
       33- 96276).

4.1    Certificate of Designation of the Registrant's Fixed/Adjustable Rate
       Cumulative Preferred Stock, Series A (Incorporated by reference to
       Exhibit 4.3 to the Registrant's Registration Statement on Form S-3, File
       No. 33-80771).

4.2    Certificate of Designation of the Registrant's Fixed/Adjustable Rate
       Cumulative Preferred Stock, Series B (Incorporated herein by reference to
       Exhibit 99.1 to the Registrant's Form 8-K, dated January 8, 1998; Item
       5).

4.3    The instruments defining the rights of holders of long-term debt
       securities of the Registrant and its subsidiaries are omitted pursuant to
       Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Registrant
       hereby agrees to furnish copies of these instruments to the Securities
       and Exchange Commission upon request.

10.1   Donaldson, Lufkin & Jenrette, Inc. 1995 Stock Option Plan (Incorporated
       by reference to Exhibit 10.7 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1995).+

10.2   Donaldson, Lufkin & Jenrette, Inc. 1996 Stock Option Plan (Incorporated
       by reference to Annex A of the Registrant's Proxy Statement on Schedule
       14A filed on March 22, 1996 and furnished to shareholders in connection
       with the solicitation of proxies for the Registrant's annual meeting of
       shareholders held on April 30, 1996).+

10.3   1996 Non-Employee Directors Stock Plan (Incorporated by reference to
       Annex A of the Registrant's Proxy Statement on Schedule 14A filed on
       March 11, 1997 and furnished to shareholders in connection with
       solicitation of proxies for the Registrant's annual meeting of
       shareholders held on April 16, 1997).+

10.4   Donaldson, Lufkin & Jenrette, Inc. 1996 Incentive Compensation Plan
       (Incorporated by reference to Annex B of the Registrant's Proxy Statement
       on Schedule 14A filed on March 22, 1996 and furnished to shareholders in
       connection with the solicitation of proxies for the Registrant's annual
       meeting of shareholders held on April 30, 1996).+

10.5   Credit Suisse Group Management Performance Plan (GMPP) International.* +

10.6   Credit Suisse Group International Share Plan.** +

10.7   Form of 1997-1999 Incentive Compensation Unit Agreement.* +

10.8   Form of Split Dollar Insurance Agreement.* +

10.9   Deferred Compensation Agreement, dated December 30, 1983, between John S.
       Chalsty and the Registrant (Incorporated by reference to Exhibit 10.11 to
       the Registrant's Registration Statement on Form S-1, File No. 33-96276).+

10.10  Deferred Compensation Agreement, dated December 30, 1983, between Anthony
       F. Daddino and the Registrant (Incorporated by reference to Exhibit 10.12
       to the Registrant's Registration Statement on Form S-1, File No.
       33-96276).+

10.11  Deferred Compensation Agreement, dated December 30, 1983, between Joe L.
       Roby and the Registrant (Incorporated by reference to Exhibit 10.17 to
       the Registrant's Registration Statement on Form S-1, File No. 33-96276).+

10.12  1995 Stock Option Plan Agreement, dated October 24, 1995, between Anthony
       F. Daddino and the Registrant (Incorporated by reference to Exhibit 10.62
       of the Registrant's annual report on Form 10-K for the fiscal year ended
       December 31, 1995).+

10.13  Employment Agreement, dated August 30, 2000, between Credit Suisse First
       Boston Corporation and Joe L. Roby (Incorporated by reference to exhibit
       (e) (4) to the Registrant's Schedule 14D-9 filed on September 8, 2000).+

10.14  Employment Agreement, dated August 30, 2000, between Credit Suisse First
       Boston Corporation and Hamilton E. James (Incorporated by reference to
       exhibit (e) (5) to the Registrant's Schedule 14D-9 filed on September 8,
       2000).+

10.15  Guarantee Agreement, dated October 31, 2000, between the Registrant and
       Anthony F. Daddino.* +

10.16  Guarantee Agreement, dated October 30, 2000, between the Registrant and
       Gates H. Hawn.* +

10.17  Insurance Agreement, dated October 31, 1995, between the Registrant and
       Winthrop Trust Company, as Trustee and Owner of the Anthony F. Daddino
       Insurance Trust dated August 25, 1995. (Incorporated by reference to
       Exhibit 10.80 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1995).

10.18  Insurance Agreement, dated January 4, 1996, between the Registrant and
       Dan Curtis Roby, as Trustee and Owner of the Roby 1995 Insurance Trust
       dated November 27, 1995 (Incorporated by reference to Exhibit 10.84 to
       the Registrant's Quarterly Report on Form 10-Q for the period ended June
       30, 1996).

10.19  Insurance Agreement, dated August 27, 1992, between the Registrant and
       Thomas E. Siegler, as Trustee and Owner of the 1992 Chalsty Insurance
       Trust dated August 25, 1992 (Incorporated by reference to Exhibit 10.20
       to the Registrant's Registration Statement on Form S-1, File No.
       33-96276).

10.20  Amendment, dated August 28, 1992, to the Insurance Agreement, dated
       August 27, 1992, between the Registrant and Michael Cappiccille, as
       Trustee and Owner of the 1992 Chalsty Insurance Trust dated August 25,
       1992 (Incorporated by reference to Exhibit 10.21 to the Registrant's
       Registration Statement on Form S-1, File No. 33-96276).

10.21  Letter Agreement, dated August 25, 1995, between the Registrant and ACMC,
       Inc. regarding certain state and local tax sharing arrangements
       (Incorporated by reference to Exhibit 10.19 to the Registrant's
       Registration Statement on Form S-1, File No. 33-96276).

10.22  Federal Tax Sharing Agreement, dated October 11, 1995, between the
       Registrant and The Equitable Companies, regarding certain federal tax
       sharing arrangements (Incorporated by reference to Exhibit 10.22 to the
       Registrant's Registration Statement on Form S-1, File No. 33-96276).

10.23  Agreement of Lease, dated October 24, 1996, between 99 Bishopsgate
       Limited, Landlord, and DLJ International Limited, Tenant and the
       Registrant, Tenant's Guarantor, on 99 Bishopsgate London, EC2, United
       Kingdom (Incorporated by reference to Exhibit 10.23 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended December 31, 1996).

10.24  Sublease Agreement, dated December 31, 2000, between The Chase Manhattan
       Bank and the Registrant, Subtenant, on 277 Park Avenue, New York, New
       York.*

10.25  Agreement of Lease, dated November 10, 1995, between Broadpine Realty
       Holding Company, Inc. and the Registrant, Tenant, on 120 Broadway, New
       York, New York (Incorporated by reference to Exhibit to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended December 31, 1995).

10.26  Agreement of Lease, dated June 3, 1998, between USF Nominees Limited,
       Landlord, DLJ UK Properties Limited, Tenant, on 111 Old Broad Street,
       London and the Registrant, Surety (Incorporated herein by reference to
       Exhibit 10.92 of the Registrant's quarterly report on Form 10-Q for the
       period ended June 30, 1998).

10.27  Sublease Agreement, dated June 16, 1998, between Furman Selz, LLC,
       Sublandlord and the Registrant, Subtenant, on 280 Park Avenue, New York,
       New York (Incorporated herein by reference to Exhibit 10.93 of the
       Registrant's quarterly report on Form 10-Q for the period ended June 30,
       1998).

10.28  Agreement of Lease, dated July 28, 1995, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
       New York, New York.*

10.29  Amendment of Lease, dated May 17, 1996, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
       New York, New York.*

10.30  Agreement of Lease, dated September 10, 1997, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
       New York, New York.*

10.31  Modification of Lease, dated February 5, 1998, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
       New York, New York.*

10.32  Second Modification of Lease, dated June 12, 2000, between Metropolitan
       Life Insurance Company and the Registrant, Tenant, on Eleven Madison
       Avenue, New York, New York.*

10.33  Third Modification of Lease, dated September 18, 2000, between
       Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
       Madison Avenue, New York, New York.*

10.34  Fourth Modification of Lease, dated November 13, 2000, between
       Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
       Madison Avenue, New York, New York.*

10.35  Agreement of Sublease, dated August 31, 1999 between GFT Apparel Corp.
       and the Registrant, Subtenant, on Eleven Madison Avenue, New York, New
       York.*

10.36  Agreement of Lease, dated November 13, 2000, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
       New York, New York.*

10.37  Agreement of Lease, dated February 22, 2001, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on One Madison Avenue, New
       York, New York.*

10.38  Agreement of Sublease, dated February 22, 2001, between Metropolitan Life
       Insurance Company and the Registrant, Landlord, on One Madison Avenue,
       New York, New York.*

10.39  Agreement of Lease, dated December 31, 1998, between The Port Authority
       of New York and New Jersey and the Registrant, Tenant, on 5 World Trade
       Center, New York, New York.*

10.40  First Supplement of Lease, dated August 15, 2000, between the Port
       Authority of New York and New Jersey and the Registrant, Tenant, on 5
       World Trade Center, New York, New York.*

10.41  Agreement of Lease, dated July 1, 1987, between Grove Street Associates
       of Jersey City Limited Partnership and the Registrant, Tenant, on One
       Pershing Plaza, Jersey City, New Jersey.*

10.42  First Amendment of Lease, dated July 1, 1987, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.43  Second Amendment of Lease, dated March 12, 1992, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.44  Third Amendment of Lease, dated December 27, 1992, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.45  Fourth Amendment of Lease, dated December 23, 1993, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.46  Fifth Amendment of Lease, dated May 1, 1994, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.47  Sixth Amendment of Lease, dated March 9, 1995, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.48  Seventh Amendment of Lease, dated June 16, 1995, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.49  Eight Amendment of Lease, dated April 4, 1996, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.50  Ninth Amendment of Lease, dated April 4, 1996, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.51  Tenth Amendment of Lease, dated December 31, 1996, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.52  Eleventh Amendment of Lease, dated February 7, 1997, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.53  Twelfth Amendment of Lease, dated August 18, 1997, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.54  Thirteenth Amendment of Lease, dated January 12, 1998, between Grove
       Street Associates of Jersey City Limited Partnership and the Registrant,
       Tenant, on One Pershing Plaza, Jersey City, New Jersey.*

10.55  Fourteenth Amendment of Lease, dated December 28, 1998, between Grove
       Street Associates of Jersey City Limited Partnership and the Registrant,
       Tenant, on One Pershing Plaza, Jersey City, New Jersey.*

10.56  Fifteenth Amendment of Lease, dated June 16, 1999, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.57  Sixteenth Amendment of Lease, dated March 31, 2000, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.58  Agreement of Lease, dated April 12, 1999, between Cal-Harbor II and III
       Urban Renewal Associates L.P., Landlord, and the Registrant, Tenant, on
       the Harborside Financial Center, Jersey City, New Jersey.*

10.59  First Amendment of Lease, dated September 30, 1999, between Cal-Harbor II
       and III Urban Renewal Associates L.P., Landlord, and the Registrant,
       Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*

10.60  Second Amendment of Lease, dated September 30, 1999, between Cal-Harbor
       II and III Urban Renewal Associates L.P., Landlord, and the Registrant,
       Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*

10.61  Third Amendment of Lease, dated December 15, 1999, between Cal-Harbor II
       and III Urban Renewal Associates L.P., Landlord, and the Registrant,
       Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*

10.62  Fourth Amendment of Lease, dated March 29, 2000, between Cal-Harbor II
       and III Urban Renewal Associates L.P., Landlord, and the Registrant,
       Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*

10.63  Agreement of Lease, dated August 15, 2000, between TM Park Avenue
       Associates and the Registrant, Tenant, on 315 Park Avenue South, New
       York, New York.*

10.64  Credit Agreement, dated May 30, 1997, among the Registrant, Donaldson,
       Lufkin & Jenrette Securities Corporation and DLJ Mortgage Capital, Inc.,
       as borrowers, a syndicate of banks named therein, Chase Securities Inc.,
       as arranger, The Chase Manhattan Bank and Donaldson, Lufkin & Jenrette
       Securities Corporation, as syndication agents, The Bank of New York, as
       administrative agent, DLJMC, as collateral agent and payment agent, The
       First National Bank of Chicago, as documentation agent, and DLJSC, as
       collateral agent and payment agent.*

10.65  First Amended and Restated Credit Agreement, dated May 29, 1998, among
       the Registrant, Donaldson, Lufkin & Jenrette Securities Corporation and
       DLJ Mortgage Capital, Inc., as borrowers, a syndicate of banks named
       therein, Chase Securities Inc., as arranger, The Chase Manhattan Bank and
       Donaldson, Lufkin & Jenrette Securities Corporation, as syndication
       agents, The Bank of New York, as administrative agent, DLJMC, as
       collateral agent and payment agent, The First National Bank of Chicago,
       as documentation agent, and DLJSC, as collateral agent and payment agent
       (Incorporated herein by reference to Exhibit 10.91 of the Registrant's
       quarterly report on Form 10-Q for the period ended June 30, 1998).

10.66  Second Amended and Restated Credit Agreement, dated May 28, 1999, among
       the Registrant, Donaldson, Lufkin & Jenrette Securities Corporation and
       DLJ Mortgage Capital, Inc., as borrowers, a syndicate of banks named
       therein, Chase Securities Inc., as arranger, The Chase Manhattan Bank and
       Donaldson, Lufkin & Jenrette Securities Corporation, as syndication
       agents, The Bank of New York, as administrative agent, DLJMC, as
       collateral agent and payment agent, The First National Bank of Chicago,
       as documentation agent, and DLJSC, as collateral agent and payment agent
       (Incorporated by reference to Exhibit 10.95 to the Registrant's Annual
       Report on Form 10-K for the fiscal year ended December 31, 1999).

11.1   Statement re: computation of basic earnings per share.*

11.2   Statement re: computation of diluted earnings per share.*

12.1   Computation of ratio of earnings to fixed charges and ratio of earnings
       to combined fixed charges and preferred stock dividends.*

21.1   Subsidiaries of the Registrant.*

23.1   Consent of KPMG LLP.*

24.1   Power of Attorney.*

-----------

*    Filed as part of the Registrant's Annual Report on Form 10-K filed on
     March 30, 2001.

**   Filed herewith.

+    This exhibit is a management contract or a compensatory plan or
     arrangement.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, hereunto duly authorized, on the 9th day of
April, 2001.

                                          CREDIT SUISSE FIRST BOSTON (USA), INC.
                                          By:    /s/ David C. Fisher
                                                 ---------------------------
                                                 Name: David C. Fisher
                                                 Title: Chief Accounting Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>

<S>               <C>                      <C>                                                         <C>
                  Name                    Title                                                        Date
                  ----                    -----                                                        ----

       /s/ Allen D. Wheat*
       --------------------------         Director, President and Chief Executive Officer          April 10, 2001
           Allen D. Wheat                 (Principal Executive Officer)

       /s/ Anthony F. Daddino*
       ---------------------------        Director, Chief Financial and Administrative             April 10, 2001
           Anthony F. Daddino             Officer (Principal Financial Officer)

       /s/ David C. Fisher
       ---------------------------        Chief Accounting Officer (Principal                      April 10, 2001
           David C. Fisher                Accounting Officer)

       /s/ Robert M. Baylis*
       ---------------------------        Director                                                 April 10, 2001
           Robert M. Baylis

       /s/ Brady W. Dougan*
       ---------------------------        Director, Division Head--Equity                          April 10, 2001
           Brady W. Dougan

       /s/ Carol B. Einiger*
       ---------------------------        Director                                                 April 10, 2001
           Carol B. Einiger

       /s/ Gates H. Hawn
       ---------------------------        Director, Division Head--Financial Services              April 10, 2001
           Gates H. Hawn

       /s/ Stephen A. M. Hester*
       ---------------------------        Director, Division Head--Fixed Income                    April 10, 2001
           Stephen A. M. Hester

       /s/ Hamilton E. James*
       ---------------------------        Director, Division Co-Head--Investment Banking           April 10, 2001
           Hamilton E. James

       /s/ Joseph T. McLaughlin*
       ---------------------------        Director, General Counsel                                April 10, 2001
           Joseph T. McLaughlin

       /s/ Joe L. Roby*
       ---------------------------        Director                                                 April 10, 2001
           Joe L. Roby

       /s/ Philip K. Ryan*
       ---------------------------        Director                                                 April 10, 2001
           Philip K. Ryan

       /s/ Richard E. Thornburgh*
       ---------------------------        Director, Division Head--Finance,                        April 10, 2001
           Richard E. Thornburgh          Administration and Operations

       /s/ Maynard J. Toll, Jr.
       ---------------------------        Director                                                 April 10, 2001
           Maynard J. Toll, Jr.

       /s/ Charles G. Ward III*
       ---------------------------        Director, Division Co-Head--Investment Banking           April 10, 2001
           Charles G. Ward III


*By:   /s/ David C. Fisher
       ---------------------------
          David C. Fisher

          Attorney-in-fact
</TABLE>


<PAGE>




                                INDEX TO EXHIBITS


Exhibit No.                          Description
-----------                          -----------

2.1    Agreement and Plan of Merger, dated as of August 30, 2000, among Credit
       Suisse Group, Diamond Acquisition Corp. and the Registrant, as amended
       (incorporated by reference to Exhibit (d)(1) to the Tender Offer
       Statement on Schedule TO filed by Credit Suisse Group and the Diamond
       Acquisition Corp. in relation to the Registrant on September 8, 2000 and
       Exhibit (d)(5) to Amendment No. 2 to such Tender Offer Statement on
       Schedule TO/A filed by Credit Suisse Group and the Diamond Acquisition
       Corp. in relation to the Registrant on October 6, 2000).

2.2    Stock Purchase Agreement, dated as of August 30, 2000, among Credit
       Suisse Group and the AXA entities named therein, as amended (incorporated
       by reference to Exhibit (d)(2) to the Tender Offer Statement on Schedule
       TO filed by Credit Suisse Group and the Diamond Acquisition Corp. in
       relation to the Registrant on September 8, 2000 and Exhibit (d)(6) to
       Amendment No. 2 to such Tender Offer Statement on Schedule TO/A filed by
       Credit Suisse Group and the Diamond Acquisition Corp. in relation to the
       Registrant on October 6, 2000).

3.1    Amended and Restated Certificate of Incorporation of Registrant.*

3.2    By-laws of the Registrant (Incorporated by reference to the corresponding
       exhibit to the Registrant's Registration Statement on Form S-1, File No.
       33- 96276).

4.1    Certificate of Designation of the Registrant's Fixed/Adjustable Rate
       Cumulative Preferred Stock, Series A (Incorporated by reference to
       Exhibit 4.3 to the Registrant's Registration Statement on Form S-3, File
       No. 33-80771).

4.2    Certificate of Designation of the Registrant's Fixed/Adjustable Rate
       Cumulative Preferred Stock, Series B (Incorporated herein by reference to
       Exhibit 99.1 to the Registrant's Form 8-K, dated January 8, 1998; Item
       5).

4.3    The instruments defining the rights of holders of long-term debt
       securities of the Registrant and its subsidiaries are omitted pursuant to
       Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Registrant
       hereby agrees to furnish copies of these instruments to the Securities
       and Exchange Commission upon request.

10.1   Donaldson, Lufkin & Jenrette, Inc. 1995 Stock Option Plan (Incorporated
       by reference to Exhibit 10.7 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1995).+

10.2   Donaldson, Lufkin & Jenrette, Inc. 1996 Stock Option Plan (Incorporated
       by reference to Annex A of the Registrant's Proxy Statement on Schedule
       14A filed on March 22, 1996 and furnished to shareholders in connection
       with the solicitation of proxies for the Registrant's annual meeting of
       shareholders held on April 30, 1996).+

10.3   1996 Non-Employee Directors Stock Plan (Incorporated by reference to
       Annex A of the Registrant's Proxy Statement on Schedule 14A filed on
       March 11, 1997 and furnished to shareholders in connection with
       solicitation of proxies for the Registrant's annual meeting of
       shareholders held on April 16, 1997).+

10.4   Donaldson, Lufkin & Jenrette, Inc. 1996 Incentive Compensation Plan
       (Incorporated by reference to Annex B of the Registrant's Proxy Statement
       on Schedule 14A filed on March 22, 1996 and furnished to shareholders in
       connection with the solicitation of proxies for the Registrant's annual
       meeting of shareholders held on April 30, 1996).+

10.5   Credit Suisse Group Management Performance Plan (GMPP) International.* +

10.6   Credit Suisse Group International Share Plan.** +

10.7   Form of 1997-1999 Incentive Compensation Unit Agreement.* +

10.8   Form of Split Dollar Insurance Agreement.* +

10.9   Deferred Compensation Agreement, dated December 30, 1983, between John S.
       Chalsty and the Registrant (Incorporated by reference to Exhibit 10.11 to
       the Registrant's Registration Statement on Form S-1, File No. 33-96276).+

10.10  Deferred Compensation Agreement, dated December 30, 1983, between Anthony
       F. Daddino and the Registrant (Incorporated by reference to Exhibit 10.12
       to the Registrant's Registration Statement on Form S-1, File No.
       33-96276).+

10.11  Deferred Compensation Agreement, dated December 30, 1983, between Joe L.
       Roby and the Registrant (Incorporated by reference to Exhibit 10.17 to
       the Registrant's Registration Statement on Form S-1, File No. 33-96276).+

10.12  1995 Stock Option Plan Agreement, dated October 24, 1995, between Anthony
       F. Daddino and the Registrant (Incorporated by reference to Exhibit 10.62
       of the Registrant's annual report on Form 10-K for the fiscal year ended
       December 31, 1995).+

10.13  Employment Agreement, dated August 30, 2000, between Credit Suisse First
       Boston Corporation and Joe L. Roby (Incorporated by reference to exhibit
       (e) (4) to the Registrant's Schedule 14D-9 filed on September 8, 2000).+

10.14  Employment Agreement, dated August 30, 2000, between Credit Suisse First
       Boston Corporation and Hamilton E. James (Incorporated by reference to
       exhibit (e) (5) to the Registrant's Schedule 14D-9 filed on September 8,
       2000).+

10.15  Guarantee Agreement, dated October 31, 2000, between the Registrant and
       Anthony F. Daddino.* +

10.16  Guarantee Agreement, dated October 30, 2000, between the Registrant and
       Gates H. Hawn.* +

10.17  Insurance Agreement, dated October 31, 1995, between the Registrant and
       Winthrop Trust Company, as Trustee and Owner of the Anthony F. Daddino
       Insurance Trust dated August 25, 1995. (Incorporated by reference to
       Exhibit 10.80 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1995).

10.18  Insurance Agreement, dated January 4, 1996, between the Registrant and
       Dan Curtis Roby, as Trustee and Owner of the Roby 1995 Insurance Trust
       dated November 27, 1995 (Incorporated by reference to Exhibit 10.84 to
       the Registrant's Quarterly Report on Form 10-Q for the period ended June
       30, 1996).

10.19  Insurance Agreement, dated August 27, 1992, between the Registrant and
       Thomas E. Siegler, as Trustee and Owner of the 1992 Chalsty Insurance
       Trust dated August 25, 1992 (Incorporated by reference to Exhibit 10.20
       to the Registrant's Registration Statement on Form S-1, File No.
       33-96276).

10.20  Amendment, dated August 28, 1992, to the Insurance Agreement, dated
       August 27, 1992, between the Registrant and Michael Cappiccille, as
       Trustee and Owner of the 1992 Chalsty Insurance Trust dated August 25,
       1992 (Incorporated by reference to Exhibit 10.21 to the Registrant's
       Registration Statement on Form S- 1, File No. 33-96276).

10.21  Letter Agreement, dated August 25, 1995, between the Registrant and ACMC,
       Inc. regarding certain state and local tax sharing arrangements
       (Incorporated by reference to Exhibit 10.19 to the Registrant's
       Registration Statement on Form S-1, File No. 33-96276).

10.22  Federal Tax Sharing Agreement, dated October 11, 1995, between the
       Registrant and The Equitable Companies, regarding certain federal tax
       sharing arrangements (Incorporated by reference to Exhibit 10.22 to the
       Registrant's Registration Statement on Form S-1, File No. 33-96276).

10.23  Agreement of Lease, dated October 24, 1996, between 99 Bishopsgate
       Limited, Landlord, and DLJ International Limited, Tenant and the
       Registrant, Tenant's Guarantor, on 99 Bishopsgate London, EC2, United
       Kingdom (Incorporated by reference to Exhibit 10.23 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended December 31, 1996).

10.24  Sublease Agreement, dated December 31, 2000, between The Chase Manhattan
       Bank and the Registrant, Subtenant, on 277 Park Avenue, New York, New
       York.*

10.25  Agreement of Lease, dated November 10, 1995, between Broadpine Realty
       Holding Company, Inc. and the Registrant, Tenant, on 120 Broadway, New
       York, New York (Incorporated by reference to Exhibit to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended December 31, 1995).

10.26  Agreement of Lease, dated June 3, 1998, between USF Nominees Limited,
       Landlord, DLJ UK Properties Limited, Tenant, on 111 Old Broad Street,
       London and the Registrant, Surety (Incorporated herein by reference to
       Exhibit 10.92 of the Registrant's quarterly report on Form 10-Q for the
       period ended June 30, 1998).

10.27  Sublease Agreement, dated June 16, 1998, between Furman Selz, LLC,
       Sublandlord and the Registrant, Subtenant, on 280 Park Avenue, New York,
       New York (Incorporated herein by reference to Exhibit 10.93 of the
       Registrant's quarterly report on Form 10-Q for the period ended June 30,
       1998).

10.28  Agreement of Lease, dated July 28, 1995, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
       New York, New York.*

10.29  Amendment of Lease, dated May 17, 1996, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
       New York, New York.*

10.30  Agreement of Lease, dated September 10, 1997, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
       New York, New York.*

10.31  Modification of Lease, dated February 5, 1998, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
       New York, New York.*

10.32  Second Modification of Lease, dated June 12, 2000, between Metropolitan
       Life Insurance Company and the Registrant, Tenant, on Eleven Madison
       Avenue, New York, New York.*

10.33  Third Modification of Lease, dated September 18, 2000, between
       Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
       Madison Avenue, New York, New York.*

10.34  Fourth Modification of Lease, dated November 13, 2000, between
       Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
       Madison Avenue, New York, New York.*

10.35  Agreement of Sublease, dated August 31, 1999 between GFT Apparel Corp.
       and the Registrant, Subtenant, on Eleven Madison Avenue, New York, New
       York.* 10.36 Agreement of Lease, dated November 13, 2000, between
       Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
       Madison Avenue, New York, New York.*

10.37  Agreement of Lease, dated February 22, 2001, between Metropolitan Life
       Insurance Company and the Registrant, Tenant, on One Madison Avenue, New
       York, New York.*

10.38  Agreement of Sublease, dated February 22, 2001, between Metropolitan Life
       Insurance Company and the Registrant, Landlord, on One Madison Avenue,
       New York, New York.*

10.39  Agreement of Lease, dated December 31, 1998, between The Port Authority
       of New York and New Jersey and the Registrant, Tenant, on 5 World Trade
       Center, New York, New York.*

10.40  First Supplement of Lease, dated August 15, 2000, between the Port
       Authority of New York and New Jersey and the Registrant, Tenant, on 5
       World Trade Center, New York, New York.*

10.41  Agreement of Lease, dated July 1, 1987, between Grove Street Associates
       of Jersey City Limited Partnership and the Registrant, Tenant, on One
       Pershing Plaza, Jersey City, New Jersey.*

10.42  First Amendment of Lease, dated July 1, 1987, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.43  Second Amendment of Lease, dated March 12, 1992, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.44  Third Amendment of Lease, dated December 27, 1992, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.45  Fourth Amendment of Lease, dated December 23, 1993, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.46  Fifth Amendment of Lease, dated May 1, 1994, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.47  Sixth Amendment of Lease, dated March 9, 1995, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.48  Seventh Amendment of Lease, dated June 16, 1995, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.49  Eight Amendment of Lease, dated April 4, 1996, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.50  Ninth Amendment of Lease, dated April 4, 1996, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.51  Tenth Amendment of Lease, dated December 31, 1996, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.52  Eleventh Amendment of Lease, dated February 7, 1997, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.53  Twelfth Amendment of Lease, dated August 18, 1997, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.54  Thirteenth Amendment of Lease, dated January 12, 1998, between Grove
       Street Associates of Jersey City Limited Partnership and the Registrant,
       Tenant, on One Pershing Plaza, Jersey City, New Jersey.*

10.55  Fourteenth Amendment of Lease, dated December 28, 1998, between Grove
       Street Associates of Jersey City Limited Partnership and the Registrant,
       Tenant, on One Pershing Plaza, Jersey City, New Jersey.*

10.56  Fifteenth Amendment of Lease, dated June 16, 1999, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.57  Sixteenth Amendment of Lease, dated March 31, 2000, between Grove Street
       Associates of Jersey City Limited Partnership and the Registrant, Tenant,
       on One Pershing Plaza, Jersey City, New Jersey.*

10.58  Agreement of Lease, dated April 12, 1999, between Cal-Harbor II and III
       Urban Renewal Associates L.P., Landlord, and the Registrant, Tenant, on
       the Harborside Financial Center, Jersey City, New Jersey.*

10.59  First Amendment of Lease, dated September 30, 1999, between Cal-Harbor II
       and III Urban Renewal Associates L.P., Landlord, and the Registrant,
       Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*

10.60  Second Amendment of Lease, dated September 30, 1999, between Cal-Harbor
       II and III Urban Renewal Associates L.P., Landlord, and the Registrant,
       Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*

10.61  Third Amendment of Lease, dated December 15, 1999, between Cal-Harbor II
       and III Urban Renewal Associates L.P., Landlord, and the Registrant,
       Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*

10.62  Fourth Amendment of Lease, dated March 29, 2000, between Cal-Harbor II
       and III Urban Renewal Associates L.P., Landlord, and the Registrant,
       Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*

10.63  Agreement of Lease, dated August 15, 2000, between TM Park Avenue
       Associates and the Registrant, Tenant, on 315 Park Avenue South, New
       York, New York.*

10.64  Credit Agreement, dated May 30, 1997, among the Registrant, Donaldson,
       Lufkin & Jenrette Securities Corporation and DLJ Mortgage Capital, Inc.,
       as borrowers, a syndicate of banks named therein, Chase Securities Inc.,
       as arranger, The Chase Manhattan Bank and Donaldson, Lufkin & Jenrette
       Securities Corporation, as syndication agents, The Bank of New York, as
       administrative agent, DLJMC, as collateral agent and payment agent, The
       First National Bank of Chicago, as documentation agent, and DLJSC, as
       collateral agent and payment agent.*

10.65  First Amended and Restated Credit Agreement, dated May 29, 1998, among
       the Registrant, Donaldson, Lufkin & Jenrette Securities Corporation and
       DLJ Mortgage Capital, Inc., as borrowers, a syndicate of banks named
       therein, Chase Securities Inc., as arranger, The Chase Manhattan Bank and
       Donaldson, Lufkin & Jenrette Securities Corporation, as syndication
       agents, The Bank of New York, as administrative agent, DLJMC, as
       collateral agent and payment agent, The First National Bank of Chicago,
       as documentation agent, and DLJSC, as collateral agent and payment agent
       (Incorporated herein by reference to Exhibit 10.91 of the Registrant's
       quarterly report on Form 10-Q for the period ended June 30, 1998).

10.66  Second Amended and Restated Credit Agreement, dated May 28, 1999, among
       the Registrant, Donaldson, Lufkin & Jenrette Securities Corporation and
       DLJ Mortgage Capital, Inc., as borrowers, a syndicate of banks named
       therein, Chase Securities Inc., as arranger, The Chase Manhattan Bank and
       Donaldson, Lufkin & Jenrette Securities Corporation, as syndication
       agents, The Bank of New York, as administrative agent, DLJMC, as
       collateral agent and payment agent, The First National Bank of Chicago,
       as documentation agent, and DLJSC, as collateral agent and payment agent
       (Incorporated by reference to Exhibit 10.95 to the Registrant's Annual
       Report on Form 10-K for the fiscal year ended December 31, 1999).

11.1   Statement re: computation of basic earnings per share.*

11.2   Statement re: computation of diluted earnings per share.*

12.1   Computation of ratio of earnings to fixed charges and ratio of earnings
       to combined fixed charges and preferred stock dividends.*

21.1   Subsidiaries of the Registrant.*

23.1   Consent of KPMG LLP.*

24.1   Power of Attorney.*


-----------

*    Filed as part of the Registrant's Annual Report on Form 10-K filed on
     March 30, 2001.

**   Filed herewith.

+    This exhibit is a management contract or a compensatory plan or
     arrangement.