-1-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A

                          Amendment No. 1 to Form 10-K

 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

                                       OR

 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission File Number 333-4128

                        BOSTON COMMUNICATIONS GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

MASSACHUSETTS                                            04-3026859
-------------                                            ----------
(State or Other Jurisdiction                            (I.R.S. Employer
 of Incorporation or Organization)                       Identification No.)

100 Sylvan Road, Suite 100, Woburn, Massachusetts       01801
-------------------------------------------------       -----
(Address of Principal Executive Office)                 (Zip Code)

Registrant's telephone number, including area code:     (781) 904-5000
                                                        --------------

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

                                      Securities registered pursuant to Section
12(g) of the Act:
                     Common Stock, par value $.01 per share

         Indicate by check mark whether 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. []
         The approximate aggregate value of the voting stock held by
non-affiliates of the registrant, computed by reference to the closing sales
price of such stock quoted on the Nasdaq National Market on March 9, 2001 was
$144,909,870. The number of shares outstanding of the Registrant's common stock,
$.01 par value per share, as of March 9, 2001 was 17,048,220.




<PAGE>


This  Amendment No. 1 on Form 10-K/A to the  Registrant's  Annual Report on Form
10-K for the year ended December 31, 2000 is being filed to add the  information
required to be set forth in Part III.


                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Information regarding executive officers of the Company is furnished in Part I
of this Annual Report on Form 10-K under the heading "Executive Officers of the
Registrant."

Nominees for Class II Directors

Jerrold D. Adams,  61, has served as a Director of the Company since April 1996.
From July 1999 to March  2000,  Mr.  Adams was  Acting  General  Manager  of the
Company's  Systems  Division.  From  March  1997 to March  1999,  Mr.  Adams was
President and Chief  Executive  Officer of AirNet  Communications  Corp.,  which
designs,  develops and  manufactures  wireless  infrastructure  for the U.S. and
international  PCS  markets.  Previously,  Mr.  Adams  was  President  and Chief
Operating  Officer of Iridium,  Inc., an international  consortium  developing a
worldwide  communications  system for portable hand-held  telephones,  from 1991
until March 1997.  Prior to that, Mr. Adams served as Director of PCN Operations
in  Europe  for  Motorola  from 1990 to 1991,  Senior  Vice  President  of McCaw
Cellular,  a  national  non-wireline  cellular  company,  from  1988 to 1990 and
General Manager of Metro One, a New York  non-wireline  cellular  carrier,  from
1986 to 1988.  Mr.  Adams  received  his B.A.  from Coe College and attended the
Wharton School of Business and the University of Illinois.  Mr. Adams  currently
serves as Chairman  of the Board of Trustees  for Coe  College.  Mr.  Adams is a
nominee for re-election to the Board of Directors as a Class II Director.

Paul R.  Gudonis,  47, has served as a Director of the Company since April 1996.
Mr.  Gudonis is Chairman  and Chief  Executive  Officer of Genuity  Inc.,  which
provides business Internet services.  Mr. Gudonis assumed this position in June,
2000 when Genuity Inc.  (formerly,  GTE  Internetworking)  became an independent
public company.  He had been President of GTE  Internetworking  since July 1997,
when GTE acquired BBN Corporation, the parent company of BBN Planet, of which he
had been President since November 1994. Mr. Gudonis  previously served from 1991
to  November  1994 as  General  Manager  of the  Communications  Industry  Group
International  division of EDS  Corporation,  and as Senior Vice  President  and
General  Manager of APPEX Corp.  from  January 1989 until it was acquired by EDS
Corporation  in October 1990. Mr.  Gudonis  received his B.S. from  Northwestern
University   and  his  M.B.A.   from   Harvard   Graduate   School  of  Business
Administration.  Mr.  Gudonis  is a  nominee  for  re-election  to the  Board of
Directors as a Class II Director.

Frederick E. von Mering,  48, has served as a Director of the Company since 1989
and as its Vice  President,  Corporate  Development  since April 1999. From 1989
until  March  1999,  Mr.  von Mering  served as the  Company's  Chief  Financial
Officer.  Prior to joining the Company,  Mr. von Mering  served as Regional Vice
President and General  Manager for the paging  division of  Metromedia,  Inc., a
communications company, from 1980 to 1986. From 1975 to 1979, Mr. von Mering was
employed at Coopers & Lybrand LLP. Mr. von Mering  earned his B.A. in accounting
from Boston  College and his M.B.A.  from  Babson  College.  Mr. von Mering is a
nominee for re-election to the Board of Directors as a Class II Director.

Class I Directors

Gerald  Segel,  80, has served as a Director of the Company  since October 1996.
Mr. Segel was Chairman of Tucker  Anthony  Incorporated  from January 1987 until
his retirement in May 1990. From 1983 to January 1987, he served as President of
Tucker Anthony  Incorporated.  Mr. Segel is also a director of Hologic, Inc. Mr.
Segel received his B.A. from Harvard University.

Rajendra Singh,  46, has served as a Director of the Company since May 2000. Mr.
Singh has served as Chairman  and Chief  Executive  Officer of Telcom  Ventures,
L.L.C,  a private  investment  firm focused on the wireless  communications  and
information technology industries,  since January 1994. Dr. Singh is also on the
Board of Directors of LCC  International,  Inc.,  where he previously  served as
President from 1983 until September  1994, and as Chief  Executive  Officer from
January 1994 until January 1995. Dr. Singh also serves on the Board of Teligent,
Inc.,  Aether  Systems,  Inc. and XM Satellite  Radio  Holdings,  Inc. Dr. Singh
received his Doctorate degree in Electrical  Engineering from Southern Methodist
University.

Class III Directors

Paul J.  Tobin,  58,  has served as  Chairman  of the Board of  Directors  since
February 1996 and served as the Company's  President and Chief Executive Officer
from 1990 until February  1996,  and from April 1997 to February 1998.  Prior to
joining  the   Company,   Mr.   Tobin   served  as  President  of  Cellular  One
Boston/Worcester  from July 1984 to  January  1990 and as a  Regional  Marketing
Manager for Satellite Business Systems, a joint venture of IBM, Comsat Corp. and
Aetna Life & Casualty from April 1980 to June 1984.  Mr. Tobin received his B.S.
in economics from Stonehill College and his M.B.A. in marketing and finance from
Northeastern  University.  Mr.  Tobin  also  serves  as a member of the Board of
Trustees at Stonehill College.

Edward H.  ("E.Y.")  Snowden,  46, has served as a Director  of the  Company and
served as its President and Chief Executive  Officer since February 1998.  Prior
to joining the Company,  Mr.  Snowden  served as President  and Chief  Operating
Officer of American  Personal  Communications,  L.P.  d/b/a Sprint  Spectrum,  a
telecommunications  company, from February 1994 to December 1997. From June 1990
until  February  1994,  Mr.  Snowden was an Area Vice President at Pacific Bell,
Inc., a telecommunications  company. Mr. Snowden was the Chief Executive Officer
at Universal  Optical  Company,  Inc. from March 1986 to March 1988. Mr. Snowden
received his B.S. from Stanford  University and his M.B.A. from Harvard Graduate
School of Business Administration.

Brian E. Boyle, 53, has served as a Director of the Company since February 1996,
as Vice Chairman of the Company since February 1996 and served as Chairman,  New
Wireless  Services of the Company from January 1994 to February 1996.  From July
1990 to September 1993, Mr. Boyle served as Chairman and Chief Executive Officer
of Credit  Technologies,  Inc., a supplier of customer  application software for
the cellular telephone industry. Prior to 1990, Mr. Boyle founded and operated a
number of ventures servicing the  telecommunications  industry,  including APPEX
Corp. (now EDS Personal  Communications  Division of EDS  Corporation,  a global
telecommunications  service company) and Leasecomm Corp., a micro-ticket leasing
company.  Mr. Boyle earned his B.A. in mathematics  from Amherst College and his
B.S.,  M.S. and Ph.D. in electrical  engineering  and  operations  research from
M.I.T. Mr. Boyle is also a Director of MicroFinancial  Incorporated,  as well as
of several private  companies.  For the past three years, he has been focused on
investing in early stage technology companies, including GoldK, Inc., as well as
serving as a director of several public companies, including Saville Systems and
MicroFinancial, Inc.

Reports Under Section 16(a) of the Exchange Act

          Based solely on its review of copies of reports filed by persons
("Reporting Persons") required to file such reports pursuant to Section 16(a) of
the Exchange Act, the Company believes that all filings required to be made by
Reporting Persons of the Company were timely made in accordance with the
requirements of the Exchange Act.



<PAGE>


Item 11.  EXECUTIVE COMPENSATION


         The following table sets forth certain compensation information, for
the fiscal years indicated, of the Company's Chief Executive Officer during the
year ended December 31, 2000 and the four other most highly compensated
executive officers in 2000 (collectively, the "Named Executive Officers"):

                           SUMMARY COMPENSATION TABLE
<TABLE>

                                                         Annual Compensation               Long Term
                                                                                         Compensation
                                                        ----------------------- --------------------------------
<S>                                             <C>              <C>      <C>           <C>           <C>
                                                                                  --------------- ----------------
                                                Fiscal       Salary      Bonus      Securities       Other (2)
                                                                                    Underlying
Name and Principal Occupation                   Year           ($)      ($) (1)      Options
----------------------------------------------- ----------- ---------- ---------- --------------- ----------------
Paul J. Tobin (3)                              2000           161,326     ---             40,000       ---
----------------------------------------------
Chairman of the Board of Directors             1999           162,604     ---             20,000       ---
----------------------------------------------
                                               1998           160,000     ---             10,000       ---
----------------------------------------------

----------------------------------------------
Edward H. Snowden (4)                          2000           275,000    149,500          10,000       ---
----------------------------------------------
President, Chief Executive Officer,            1999           262,788     11,750          10,000       ---
----------------------------------------------
Director                                       1998           215,385     50,000         400,000         140,770
----------------------------------------------

----------------------------------------------

----------------------------------------------
Frederick E. von Mering                        2000           156,013     74,750          20,000       ---
----------------------------------------------
Vice President, Corporate Development          1999           152,476      6,750          10,000       ---
----------------------------------------------
Director                                       1998           150,000     22,188                       ---
                                                                                  ---
----------------------------------------------

----------------------------------------------
William D. Wessman                             2000           174,207     74,750          62,500       ---
----------------------------------------------
Executive Vice President, Chief Technology
Officer
----------------------------------------------

----------------------------------------------
Karen A. Walker                                2000           157,355     74,750          30,000       ---
----------------------------------------------
Vice President, Chief Financial Officer
----------------------------------------------

----------------------------------------------

----------------------------------------------
</TABLE>

(1)      Bonuses are reflected in the year for which they were earned.

(2)      In accordance with the rules of the Securities and Exchange Commission,
         except as otherwise indicated, other compensation in the form of
         perquisites and other personal benefits has been omitted because such
         perquisites and other personal benefits constitute less than the lesser
         of $50,000 or ten percent of the total salary and bonus reported for
         the executive officer during the years ended December 31, 1998, 1999
         and 2000.

(3)      In February  1999,  Mr.  Tobin  surrendered  his options to purchase
         10,000  shares of the  Company's  Common Stock that were
         granted in 1998.

(4)      Mr.  Snowden was elected  President  and Chief  Executive  Officer of
         the Company  effective  February 10, 1998.  Mr.  Snowden
         received $140,770 as relocation payments in 1998.


<PAGE>


Option Grants

         The following table sets forth certain information concerning option
grants during the fiscal year ended December 31, 2000 to the Named Executive
Officers and the number and value of the unexercised options held by such
persons on December 31, 2000.

                        OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>

            Name                    Number of       % of Total    Exercise    Expiration   Potential Realizable Value
                                                       Options
                                      Securities      Granted to
                                      Underlying      Employees       Price                  at Assumed Annual Rates of
                                   Options Granted    in Fiscal      $/share                  Stock Price Appreciation
                                         (1)             Year          (2)         Date          for Option Term (3)
----------------------------------                                                           ----------------------------
                                                                                             ------------- --------------
                                                                                                   5% ($)        10% (4)
---------------------------------- ----------------- ------------- ------------ ------------ ------------- --------------
<S>                                  <C>             <C>            <C>           <C>               <C>            <C>

----------------------------------
Paul J. Tobin                      20,000            2.3%          $6.00        4/18/10           $75,467       $191,249
                                   20,000            2.3%          $13.00       8/25/10          $163,512       $414,373
----------------------------------
Edward H. Snowden                  10,000            1.2%          $6.00        4/18/10           $37,733        $95,624

----------------------------------
Frederick E. von Mering            10,000            1.2%          $6.00        4/18/10           $37,733        $95,624
                                   10,000            1.2%          $13.00       8/25/10           $81,756       $207,186
----------------------------------
William D. Wessman                 50,000            5.8%          $7.3125      2/1/10           $229,939       $582,711
                                   10,000            1.2%          $6.00        4/18/10           $37,733        $95,624
                                   2,500             0.3%          $13.00       8/25/10           $20,439        $51,796
----------------------------------
Karen A. Walker                    10,000            1.2%          $6.00        4/18/10           $37,733        $95,624
                                   20,000            2.3%          $13.00       8/25/10          $163,512       $414,373
----------------------------------
-------------------------
</TABLE>

(1)      All options granted on 4/18/2000 vested on 2/28/2001. All options
         granted on 8/25/2000 vest in three equal annual installments over a
         three year period commencing on the first anniversary of the date of
         grant. Mr. Wessman's 2/1/00 option vests in three equal annual
         installments over a three year period commencing on the first
         anniversary of the date of grant.

(2)      The exercise price is equal to the fair market value of the Company's
         Common Stock on the date of grant.

(3)      Amounts represent hypothetical gains that could be achieved for the
         respective options if exercised at the end of the option term. These
         gains are based on assumed rates of stock appreciation of 5% and 10%
         compounded annually from the date the respective options were granted
         to their expiration date. The assumed rates of appreciation are
         mandated by the rules of the Securities and Exchange Commission and do
         not represent the Company's estimate or projection of future stock
         prices. This table does not take into account any appreciation or
         depreciation in the price of the Common Stock to date. Actual gain, if
         any, on stock option exercises will depend on future performance of the
         Common Stock and the date on which the options are exercised. Values
         shown are net of the option exercise price, but do not include
         deductions for tax or other expenses associated with the exercise.

(4)      No restricted stock or stock appreciation rights were granted in 2000.


<PAGE>


Option Exercises and Holdings

          The following table sets forth certain information concerning each
exercise of a stock option during the year ended December 31, 2000 by each of
the Named Executive Officers, and the number and value of unexercised options
held by each of the Named Executive Officers on December 31, 2000.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
                                                     Number of Securities Underlying         Value of Unexercised
                                                                                        In-the-Money Options at Fiscal
                                                        Options at Fiscal Year End              Year End ($)(1)
                                                     --------------------------------- ----------------------------------
Name                           Shares         Value
                               Acquired
                               on
                                Exercise    Realized
------------------------------                          ------------------------------- ----------------------------------
                                                        -------------- ----------------                   ----------------
                                                          Exercisable    Unexercisable       Exercsiable
                                                                                                          Unexercisable
------------------------------ ----------- ------------ -------------- ---------------- ----------------- ----------------
<S>                                <C>         <C>              <C>              <C>             <C>            <C>

------------------------------
Paul J. Tobin                      --          --                   0           60,000                --       $1,120,000

------------------------------
Edward H. Snowden                  --          --             240,000          180,000        $4,995,120       $3,741,330

------------------------------
Frederick E. von Mering            --          --             130,654           30,000        $2,890,719         $560,000

------------------------------
William D. Wessman               5,000       $55,545           19,000           87,300          $437,000       $1,816,962

------------------------------
Karen A. Walker                    --          --              19,400           61,600          $431,950       $1,148,550

------------------------------
</TABLE>

(1)       The per share value of unexercised in-the-money options is calculated
          by subtracting the per share option exercise price from the last per
          share sale price of the Company's Common Stock on the Nasdaq National
          Market on December 30, 2000 ($27.875).


<PAGE>


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth certain information as of March 31,
2001, with respect to the beneficial ownership of the Company's Common Stock by
(i) each person known by the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) each director and each person nominated
to become a director of the Company, (iii) each executive officer of the Company
named in the Summary Compensation Table set forth under the caption "Executive
Compensation" below and (iv) all current directors and executive officers of the
Company as a group:
<TABLE>
                                                                                                       Percentage of
                                                                               Number of Shares        Common Stock
         Beneficial Owner                                                      BeneficiallyOwned(1)    Outstanding(2)
<S>                                                                              <C>                     <C>
  Kern Capital Management (3)                                                   1,766,900              10.4%
  114 West 47th Street, Suite 1926
  New York, New York 10036
  Paul J. Tobin (4)                                                               620,831               3.6%
  E.Y. Snowden (5)                                                                350,000               2.0%
  Frederick von Mering (6)                                                        438,464               2.6%
  Brian E. Boyle (7)                                                              350,750               2.0%
  Karen A. Walker (8)                                                              62,276
                                                                                                          *
  William D. Wessman (9)                                                           53,667
                                                                                                          *
  Rajendra Singh (10)                                                               6,000
                                                                                                          *
  Jerrold D. Adams (11)                                                            86,075
                                                                                                          *
  Paul R. Gudonis (12)                                                             29,000
                                                                                                          *
  Gerald Segel (13)                                                                37,000
                                                                                                          *

All current directors and executive officers as a group (14)                    2,034,063             11.9%
 (10 persons)

*        Less than 1%
</TABLE>

(1)      Each person has sole investment and voting power with respect to the
         shares indicated, except as otherwise noted. The number of shares of
         Common Stock beneficially owned is determined under the rules of the
         Securities and Exchange Commission and is not necessarily indicative of
         beneficial ownership for any other purpose. The inclusion herein of any
         shares of Common Stock deemed beneficially owned does not constitute an
         admission of beneficial ownership of such shares. Any reference in the
         footnotes below to stock options held by the person in question relates
         to stock options which are currently exercisable or exercisable within
         60 days after March 31, 2001.

(2)      The number of shares deemed outstanding with respect to a named person
         includes 17,048,220 shares outstanding as of March 31, 2001 plus any
         shares subject to options held by the person in question that are
         currently exercisable or exercisable within 60 days after March 31,
         2001.

(3)      Based solely upon a Schedule 13G filed on February 9, 2001.

(4)      Includes  20,000 shares  issuable  pursuant to stock  options.
         Includes  313,831 shares held by the Paul J. Tobin 1988 Trust,
         287,000  shares  held by the  Margaret  M. Tobin  1988  Trust.  Mr.
         Tobin is the  trustee  of the Paul J.  Tobin 1988  Trust.
         Margaret M. Tobin, the spouse of Paul J. Tobin, is trustee of the
         Margaret M. Tobin 1988 Trust.

(5)      Includes  330,000  shares  issuable  pursuant  to stock  options.
         Of these,  148,500 are held in trust for the benefit of Mr.
         Snowden's children.

(6)      Includes 9,000 shares held in accounts for the benefit of Mr.
         von Mering's  children,  and 140,654 shares issuable pursuant to
         stock options.

(7)      Includes 100,000 shares issuable  pursuant to stock options.  Also
         includes 250,750 shares owned by Sand Drift,  Ltd. of which
         Mr. Boyle is a limited  partner.  Mr.  Boyle  disclaims  beneficial
         ownership  of these  shares,  except to the extent of his
         direct pecuniary interest therein.

(8)      Includes 35,200 shares issuable pursuant to stock options.

(9)      Includes 52,467 shares issuable pursuant to stock options.

(10)     Consists of 6,000 shares issuable pursuant to stock options.

(11)     Includes 80,075 shares issuable pursuant to stock options.

(12)     Includes 27,000 shares issuable pursuant to stock options.

(13)     Includes 27,000 shares issuable pursuant to stock options.

(14)     Includes 818,396 shares issuable pursuant to stock options.



Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None


<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 No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized on the 27th day of April 2001.


                                            BOSTON COMMUNICATIONS GROUP, INC.
                                                                             -


                                           By: _/s/  E.Y. Snowden
                                ---------------------------------------------
                                            E. Y. Snowden
                                            President and Chief
                                            Executive Officer