<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

                For the quarterly period ended September 29, 2001

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

                          For the transition period to
                              --------------------


                         Commission File Number 0-28192

                           RENAISSANCE WORLDWIDE, INC.

             (Exact name of registrant as specified in its charter)
                              --------------------

      MASSACHUSETTS                                            04-2920563
 (State of Incorporation)                                    (IRS Employer
                                                           Identification No.)


                              --------------------
                                52 Second Avenue
                                Waltham, MA 02451
                                 (781) 290-3000

     (Address, including zip code, and telephone number, including area code
                  of registrant's principal executive offices)

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


  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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.      YES [X]    NO [_]


  As of October 31, 2001, there were 53,252,540 shares of Common Stock, no par
value, outstanding.
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.
                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
PART I         FINANCIAL INFORMATION

Item 1.        Financial Statements

               <S>                                                                                                 <C>
               Condensed Consolidated Balance Sheet at December 30, 2000 and September 29, 2001
               (Unaudited)                                                                                           3

               Condensed Consolidated Statement of Operations for the three and nine months ended
               September 30, 2000 and September 29, 2001 (Unaudited)                                                 4


               Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2000
               and September 29, 2001 (Unaudited)                                                                    5


               Notes to Unaudited Consolidated Financial Statements                                                  6

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations                11

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                           14

PART II.       OTHER INFORMATION                                                                                    15

               SIGNATURES                                                                                           16
</TABLE>


     This Quarterly Report on Form 10-Q contains forward-looking statements. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. In particular,
statements that we make below about expected expense savings and expected costs
of our restructuring actions are forward-looking statements.  Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects," and
similar expressions are intended to identify forward-looking statements. The
important factors discussed below under the caption "Certain Factors That May
Affect Future Operating Results," among others, could cause actual results to
differ materially from those indicated by forward-looking statements made herein
and presented elsewhere by management from time to time.

                                       2
<PAGE>

                           RENAISSANCE WORLDWIDE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (In thousands)

<TABLE>
<CAPTION>

                                                            December 30,       September 29,
                                                               2000               2001
                                                            -----------        -----------
                               ASSETS                                          (unaudited)
<S>                                                          <C>                <C>
Current assets:
  Cash and cash equivalents                                  $  54,451          $  57,026
  Accounts receivable, net                                      87,777             64,457
  Deferred income taxes                                          4,024              4,024
  Other assets                                                   3,608              3,580
  Net assets held for sale                                       7,000               --
                                                             ---------          ---------
     Total current assets                                      156,860            129,087
Fixed assets, net                                               23,914             19,584
Goodwill and other intangible assets, net                       38,252             35,923
Other assets                                                     4,117              4,446
                                                             ---------          ---------
          Total assets                                       $ 223,143          $ 189,040
                                                             =========          =========

                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                           $  12,300          $   9,222
  Accrued salaries, wages and related benefit costs             23,331             16,689
  Other accrued expenses                                         7,553              3,730
                                                             ---------          ---------
     Total current liabilities                                  43,184             29,641
  Other long-term debt and liabilities                             168                115
                                                             ---------          ---------
     Total liabilities                                          43,352             29,756
                                                             ---------          ---------


Stockholders' equity:
  Common stock and additional paid in capital                  191,236            191,466
  Accumulated deficit                                           (5,059)           (22,804)
  Treasury stock                                                (6,386)            (9,378)
                                                             ---------          ---------
     Total stockholders' equity                                179,791            159,284
                                                             ---------          ---------
          Total liabilities and stockholders' equity         $ 223,143          $ 189,040
                                                             =========          =========


</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>

                           RENAISSANCE WORLDWIDE, INC.
                CONSOLIDATED CONSOLIDATED STATEMENT OF OPERATIONS
                (In thousands except per share data - unaudited)

<TABLE>
<CAPTION>

                                                              For the Quarter Ended                For the Nine Months Ended
                                                         ---------------------------------      --------------------------------
                                                         September 30,      September 29,       September 30,     September 29,
                                                              2000               2001               2000               2001
                                                         --------------     --------------      -------------     -------------
<S>                                                        <C>                <C>                <C>                <C>
Revenue                                                    $ 111,757          $  71,183          $ 343,325          $ 245,060
Cost of revenue                                               83,996             51,732            258,224            180,373
                                                           ---------          ---------          ---------          ---------
Gross profit                                                  27,761             19,451             85,101             64,687
Selling, general and administrative expenses                  34,014             20,925            103,622             72,613
Restructuring charges and asset writedowns                      --                1,250              6,810             11,911
                                                           ---------          ---------          ---------          ---------
Loss from operations                                          (6,253)            (2,724)           (25,331)           (19,838)
Interest and other expense (income), net                       3,054               (574)             5,433             (2,092)
                                                           ---------          ---------          ---------          ---------
Loss from continuing operations before taxes                  (9,307)            (2,150)           (30,764)           (17,745)
Income tax benefit                                            (4,004)              --              (12,932)              --
                                                           ---------          ---------          ---------          ---------
Loss from continuing operations, net of tax                   (5,303)            (2,150)           (17,832)           (17,745)
Loss from discontinued operations, net of tax                 (1,542)              --               (2,799)              --
Gain on disposal of Strategy segment, net of tax                --                 --               12,427               --
                                                           ---------          ---------          ---------          ---------
Net loss                                                   $  (6,845)         $  (2,150)         $  (8,204)         $ (17,745)
                                                           =========          =========          =========          =========

Basic and diluted earnings per share:
  Loss from continuing operations                          $   (0.09)         $   (0.04)         $   (0.32)         $   (0.33)
  Loss from discontinued operations                            (0.03)              --                (0.05)              --
  Gain on disposal of Strategy segment                          --                 --                 0.22               --
                                                           ---------          ---------          ---------          ---------
  Net loss                                                 $   (0.12)         $   (0.04)         $   (0.15)         $   (0.33)
                                                           =========          =========          =========          =========


Weighted average common shares - basic and diluted            55,982             52,903             56,313             53,236
                                                           =========          =========          =========          =========


</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                           RENAISSANCE WORLDWIDE, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (In thousands, unaudited)



<TABLE>
<CAPTION>
                                                                                  Nine Months Ended
                                                                           -------------------------------
                                                                           September 30,     September 29,
                                                                               2000              2001
                                                                           ------------      -------------
<S>                                                                         <C>               <C>
Cash flows from operating activities:
  Net loss                                                                  $ (8,204)         $(17,745)
  Adjustments to reconcile net loss to net cash provided by
  (used for) operating activities:
       Depreciation and amortization                                          11,920             6,735
       Loss on writedown of fixed assets                                         434             4,380
       Gain on disposal of discontinued operations                           (12,427)             --
  Changes in operating assets and liabilities:
        Accounts receivable                                                    3,891            23,320
        Other current assets                                                   2,447                28
        Other assets                                                              70               421
        Accounts payable, accrued expenses and other liabilities             (25,553)          (14,249)
                                                                            --------          --------
               Net cash provided by (used for) operating activities          (27,422)            2,890

Cash flows from investing activities:
  Cash disbursed for acquisitions, net of cash acquired                       (1,150)             --
  Cash proceeds from the sale of businesses                                   68,797             5,472
  Net decrease in notes receivable                                               476              --
  Purchases of fixed assets                                                   (7,377)           (3,025)
                                                                            --------          --------
              Net cash provided by investing activities                       60,746             2,447

Cash flows from financing activities:
  Net borrowings on revolving credit facilities                               12,086              --
  Proceeds (Repayments) on Term Loan                                         (50,000)             --
  Principal payments on long-term debt                                        (1,368)             --
  Purchase of treasury stock                                                  (3,086)           (2,992)
  Proceeds from exercise of stock options and purchase plans                   1,883               230
                                                                            --------          --------
              Net cash used for financing activities                         (40,485)           (2,762)

Effect of exchange rate changes on cash and cash equivalents                    (562)             --
                                                                            --------          --------
Net increase (decrease) in cash and cash equivalents                          (7,723)            2,575
Cash and cash equivalents, beginning of period                                10,605            54,451
                                                                            --------          --------
Cash and cash equivalents, end of period                                    $  2,882          $ 57,026
                                                                            ========          ========


</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>

                           RENAISSANCE WORLDWIDE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Nature of Business

     Renaissance Worldwide, Inc. ("Renaissance" or the "Company") is a provider
of business and technology consulting services to organizations with complex
information technology ("IT") operations in a broad range of industries. The
Company's offerings are categorized into two primary business segments: the
Information Technology Consulting Services Group ("ITCS") and the GovConnect
Group ("GovConnect"). ITCS provides services designed to assist clients in
design, implementation and/or support of IT applications. GovConnect provides
solutions to the public sector, primarily in the areas of strategy, systems
integration and electronic solutions. The Company sold two of its other business
segments in 2000. The Business Strategy Group, which provided management
consulting and technology integration services in connection with performance
support systems, was sold for $67.9 million on March 10, 2000. The Enterprise
Solutions Group (primarily the Hunter Group), which provided IT solutions design
and implementation services, was sold for $78.4 million on October 20, 2000.
Both of these segments have been reported as discontinued operations (see Note
4).

     During the fourth quarter of 2000, the Company decided to sell the majority
of an ITCS solutions group known as Align360. This transaction closed on
February 23, 2001, resulting in proceeds to the Company of approximately  $5.5
million and the Company retained a 25% equity interest in the existing business,
valued at $2.0 million. The fair market value of the assets was less than the
Company's historical carrying value and resulted in the Company recording an
asset writedown of $8.2 million in the fourth quarter of 2000 and an additional
loss on the sale of $0.3 million in the first quarter of 2001. This transaction
is not expected to have a material effect upon the Company's results of
operations.

Recent Development

     On October 5, 2001, the Company entered into a definitive merger agreement
with Aquent, Inc. ("Aquent"), a privately held staffing company for creative
professionals, pursuant to which Aquent has agrred to purchase all of the shares
of the Company's outstanding common stock for $2.00 per share. Before entering
into the merger agreement, the Company terminated a merger agreement it had
entered into on June 21, 2001 with two companies controlled by G. Drew Conway,
the Company's chairman and chief executive officer, pursuant to which those
entities would have acquired all of the shares of the Company's outstanding
common stock for $1.65 per share.

     Following the merger, Renaissance common stock will no longer be publicly
traded or quoted on the Nasdaq National Market ("Nasdaq"). Renaissance will also
no longer be required to file periodic and other reports with the United States
Securities and Exchange Commission and will formally terminate its reporting
obligations under the Securities Exchange Act of 1934.

     The transaction is conditioned upon, among other things, approval of the
stockholders of Renaissance, receipt of financing and certain regulatory
approvals. The transaction is expected to be completed late in the fourth
quarter of 2001.

     The transaction will be financed with cash held by Renaissance and Aquent
at the time of the merger, cash to be provided by a revolving credit facility
for which a commitment has been received by Aquent, and if necessary, cash from
the issuance of debt or equity securities of Aquent.

 Basis of Consolidation

     The accompanying consolidated financial statements include the accounts of
Renaissance Worldwide, Inc. and its wholly-owned subsidiaries. All intercompany
balances and transactions have been eliminated.

                                       6
<PAGE>

                           RENAISSANCE WORLDWIDE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


 Interim Financial Statements

     The consolidated balance sheet at September 29, 2001 and consolidated
statements of operations and of cash flows for the nine month periods ended
September 30, 2000 and September 29, 2001 are unaudited and, in the opinion of
management, include all adjustments (consisting of normal and recurring
adjustments) necessary for a fair presentation of results for these interim
periods.  Certain information and footnote disclosures normally included in the
Company's annual consolidated financial statements have been condensed or
omitted.  The results of operations for the interim period ended September 29,
2001 are not necessarily indicative of the results to be expected for future
quarters or the entire year.  The balance sheet at December 30, 2000 contained
herein has been derived from the audited consolidated financial statements at
that date but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
These interim consolidated financial statements should be read in conjunction
with the audited consolidated financial statements for the year ended December
30, 2000, which are contained in the Company's 2000 Report on Form 10-K.

 Earnings Per Share

     Earnings (loss) per share-basic is calculated based upon the weighted
average number of common shares actually outstanding, and earnings (loss) per
share-diluted is calculated based upon the weighted average number of common
shares and dilutive potential common stock outstanding. Potential common stock
includes stock options and warrants, calculated using the treasury stock method.
Potential common stock for the three and nine months ended September 30, 2000
and the three and nine months ended September 29, 2001 was 63,000, 334,000,
62,000 and 24,000 shares, respectively.  Potential common stock has been
excluded from the calculation of diluted earnings (loss) per share, as its
effect would be anti-dilutive.

 Recent Accounting Developments

     In July 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.  SFAS 141
requires the purchase method of accounting for business combinations initiated
after June 30, 2001 and eliminates the pooling-of-interests method.  The Company
does not believe that the adoption of SFAS 141 will have a significant impact on
its financial statements.  SFAS 142 is effective January 1, 2002 and requires,
among other things, the discontinuance of goodwill amortization.  In addition,
the standard includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, the reassessment of the useful lives of
existing recognized intangibles, the reclassification of certain intangibles out
of previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill.  SFAS 142 also
requires the Company to complete a transitional goodwill impairment test six
months from the date of adoption.  The Company is currently assessing but has
not yet determined the impact of SFAS 142 on its financial position and results
of operations.


2.    LONG-TERM DEBT

     On July 15, 1999 the Company entered into a three-year, $150 million
revolving credit and term loan agreement (the "Credit Facility") with a bank
syndicate. The Credit Facility consisted of a revolving line of credit of $100
million ("Revolving Credit Facility") and a term loan of $50 million ("Term
Loan"). The Credit Facility bore interest at the higher of the Federal Funds
Rate plus 0.50% or the prime rate, plus up to 1.75% or LIBOR plus up to 3.0%,
depending on the Company's level of compliance with certain financial ratios.
The Credit Facility required the Company to pay a commitment fee of 0.375% to
0.50% per annum, depending on certain financial criteria, on the unused portion
of the Credit Facility. The Credit Facility required the Company to make
quarterly principal payments of $250,000 on the Term Loan beginning September
15, 2000 and each quarter thereafter until June 15, 2002. The remaining
obligations under the Term Loan would be repaid on July 15, 2002 along with any
outstanding borrowings under the Revolving Credit Facility. The Credit Facility
was collateralized by the majority of the assets of the Company and contained
certain restrictions and various covenants, including the maintenance of defined
financial ratios.

                                       7
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


     On September 15, 1999, the Company announced that it was revising its
revenue and earnings estimates for the third and fourth quarters of 1999 due to
a softening in the demand for services in two of its largest businesses--
Enterprise Solutions and ITCS. Based upon this revised outlook, the Company
informed the bank syndicate that it would not be in compliance with certain of
its financial covenants for the third quarter of 1999. On November 4, 1999, the
Company and the banks signed an amendment to the Credit Facility amending
certain financial covenants for the third quarter of 1999 through the third
quarter of 2000, reverting back to the original financial covenants established
in the Credit Facility thereafter. The Credit Facility, as amended, now bore
interest at the higher of the Federal Funds Rate plus 0.50% or the prime rate,
plus up to 2.25% or LIBOR plus up to 3.5%, depending on the Company's level of
compliance with certain financial ratios. In connection with this amendment, the
Company was required to pay amendment fees to the banks and related expenses of
approximately $500,000 which were recorded in the third quarter of 1999 as
interest and other expense, net.

     On February 25, 2000, the Company and the banks signed a second amendment
to the Credit Facility which permitted the Company to complete its sale of the
Business Strategy Group and JDA, and amended certain financial covenants to
reflect the sale of the businesses. On March 14, 2000, the Company used $60.0
million of the proceeds that it received from the sale of its Business Strategy
Group to repay the $50.0 million Term Loan and $10.0 million of borrowings under
the Revolving Credit Facility. Based upon the results for the first quarter of
2000, the Company and the banks signed a third amendment to the Credit Facility
waiving the financial covenants for the first quarter of 2000 until July 31,
2000. On July 31, 2000, the Company and the banks signed a fourth amendment to
the Credit Facility which reduced the Revolving Credit Facility to $70 million
from $100 million, revised the term of the Credit Facility to November 30, 2000
from July 15, 2002, waived the financial covenant violation for the first
quarter of 2000, and amended the financial covenants for the second and third
quarter of 2000. In connection with the sale of the Enterprise Solutions Group,
the Company and the banks signed a fifth amendment to the Credit Facility on
October 19, 2000, which required the repayment by the Company of all outstanding
obligations with proceeds from the sale, and the contemporaneous termination of
the Credit Facility in its entirety. The Company used approximately $33.8
million of its proceeds to repay all outstanding obligations under the Credit
Facility on October 20, 2000 and the Credit Facility was terminated.


3.  RESTRUCTURING CHARGES AND ASSET WRITEDOWNS.

     In the first quarter of 2001, the Company recorded a non-recurring charge
of $10.7 million which includes $3.3 million associated with severance for
approximately 125 employees, $7.1 million for facility closings and
consolidations, including the writedown of fixed assets owned or leased and an
additional $0.3 million loss on the sale of its ITCS solutions group known as
Align360 which was sold on February 23, 2001. As of September 29, 2001, the
Company has $1.4 million accrued for remaining costs in connection with these
actions and previous facility closings. The Company expects to make
restructuring related payments of approximately $1.4 million in the fourth
quarter of 2001, depending on the timing and success of subleasing vacated
facilities. In the third quarter of 2001, the Company recorded a charge of $1.3
million associated with proceeds from a prior disposal of assets which have
become worthless due to the acquiring company's bankruptcy filing in September
2001.


4.  DISCONTINUED OPERATIONS.

     On March 10, 2000, the Company sold its Business Strategy Group, a
management consulting practice, for $67.9 million which resulted in a gain for
the Company of $12.4 million, net of $10.0 million of taxes. On October 20,
2000, the Company sold its Enterprise Solutions Group, a worldwide information
management consulting group and provider of enterprise business solutions, for
$78.4 million in cash which resulted in a gain of $23.0 million, net of $12.7
million of taxes. Accordingly, the Company reported the results of the Business
Strategy Group and the Enterprise Solutions Group as discontinued operations in
the accompanying financial statements and related notes for all periods shown.

     The combined results of the Business Strategy Group and the Enterprise
Solutions Group for the three and nine months ended September 30, 2000 were as
follows:

                                       8
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                For the                For the
                                                             Three Months            Nine Months
                                                                 Ended                  Ended
                                                           September 30, 2000    September 30, 2000
                                                           ------------------    ------------------
                                                                                   (In thousands)
<S>                                                             <C>                   <C>
Revenue                                                         $ 26,128              $ 98,211
Cost of revenue                                                   18,089                68,279
Selling, general and administrative expenses                       9,378                30,254
Restructuring charges                                               --                   1,605
Interest expense, net                                                429                   476
Income tax provision (benefit)                                      (226)                  396
                                                                --------              --------
Loss from discontinued operations, net of tax                     (1,542)               (2,799)
Gain on disposal of discontinued operations, net of tax             --                  12,427
                                                                --------              --------
Net results of discontinued operations                          $ (1,542)             $  9,628
                                                                ========              ========
</TABLE>



5.   SEGMENT REPORTING

     The Company has two primary business segments: ITCS and GovConnect. After
the disposition of the Enterprise Solutions Group on October 20, 2000, the
Company conducts business mainly in the United States. The following presents
information about reported segments for the three and nine months ended
September 30, 2000 and September 29, 2001.

<TABLE>
<CAPTION>

                                                     For the Quarter Ended               For the Nine Months Ended
                                                 -------------------------------      --------------------------------
                                                 September 30,    September 29,       September 30,    September 29,
                                                      2000            2001                 2000             2001
                                                 ---------------  --------------      ---------------  ---------------
                                                         (In thousands)                        (In thousands)
<S>                                                <C>                <C>                <C>                <C>
Revenues (1):
  GovConnect                                       $   8,933          $  11,734          $  29,681          $  32,318
  ITCS                                               102,824             59,449            313,644            212,742
                                                   ---------          ---------          ---------          ---------
     Total                                         $ 111,757          $  71,183          $ 343,325          $ 245,060
                                                   =========          =========          =========          =========

Income (loss) from operations (1) (2):
  GovConnect                                       $  (3,379)         $       6          $  (2,300)         $  (1,925)
  ITCS                                                 7,213              1,268             16,132             (4,540)
                                                   ---------          ---------          ---------          ---------
     Total                                             3,834              1,274             13,832             (6,465)

Corporate expenses (2) (3)                            10,087              2,748             32,353             12,122
Restructuring charges and asset writedowns              --                1,250              6,810              1,250
Interest and other expense (income), net               3,054               (574)             5,433             (2,092)
                                                   ---------          ---------          ---------          ---------
     Total loss before taxes                       $  (9,307)         $  (2,150)         $ (30,764)         $ (17,745)
                                                   =========          =========          =========          =========

</TABLE>

(1)  Intersegment revenues were not material and have been eliminated in the
     above presentation.

                                       9
<PAGE>

                           RENAISSANCE WORLDWIDE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



(2)  Income (loss) from operations for the nine months ended September 29, 2001
     includes the allocation of  $10.7 million restructuring charges and asset
     writedowns to GovConnect ($0.1 million), ITCS ($6.7 million) and Corporate
     ($3.9 million).  Income (loss) from operations for the three and nine
     months ended September 30, 2000 includes the allocation of  $6.8 million in
     restructuring charges and asset writedowns to ITCS ($2.9 million) and
     Corporate ($3.9 million).

(3)  Effective in January 2001, certain back office operations, functions and
     expenses have been included in the ITCS segment which were previously
     reported as corporate expense.  These back office operations, functions and
     expenses historically were supporting multiple business segments but no
     longer are as a result of the sale of the Business Strategy and Enterprise
     Solutions Groups in 2000 as well as the restructuring that took place in
     January 2001.  The Company is not able to restate its historical results on
     a comparable basis.

                                       10
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 29, 2001

     Revenue. Total revenue decreased 36.3% to $71.2 million for the third
quarter of 2001 from $111.8 million in the third quarter of 2000. This revenue
decrease was primarily attributable to a 42.2% decrease in ITCS revenue to $59.4
million in 2001 from $102.8 million in 2000, offset by an increase in GovConnect
revenue of 31.4% to $11.7 million in 2001 from $8.9 million in 2000. The Company
believes that the decrease in the ITCS revenue is due to the uncertainty in the
high technology sector, coupled with the general slowdown in the economy.

     Gross Profit. Gross profit decreased 29.9% to $19.5 million for the third
quarter of 2001 from $27.8 million for the comparable prior period. As a
percentage of revenue, gross profit increased to 27.3% for the period compared
to 24.8% for the comparable prior period. This increase in gross profit
percentage was attributable to an increase in utilization rates at both ITCS and
GovConnect.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by 38.5% to $20.9 million for the third
quarter of 2001, from $34.0 million for the comparable prior period, and include
approximately $1.0 million of professional fees related to the merger
transaction. As a percentage of revenue, selling, general and administrative
expenses decreased to 29.4% from 30.4% for the comparable prior period.

     Restructuring charges and asset writedowns. In the third quarter of 2001,
the Company recorded a charge of $1.3 million associated with proceeds from a
prior disposal of assets which have become worthless due to the acquiring
company's bankruptcy filing in September 2001.

     Interest and Other Expense (Income), Net. Interest and other expense
(income), net, increased to income of $0.6 million for the third quarter of 2001
from $3.1 million of expense for the comparable prior period. This increase was
due to the repayment of all borrowings under the Company's former Credit
Facility in 2000 from the proceeds of the sale of the Business Strategy Group
and Enterprise Solutions Group and the investment of excess cash.

     Income tax benefit. The Company did not record an income tax benefit for
the third quarter of 2001 as it has historically reported losses from continuing
operations over the last three fiscal years and currently expects that it will
not return to profitability in the near term. Therefore, the Company cannot
reasonably be assured that it will realize any income tax benefit from its
current losses in the future, and as such, has not benefited these losses for
income tax purposes. The Company does not currently anticipate recording a tax
benefit for the current fiscal year.

     Discontinued Operations. On March 10, 2000, the Company sold its Business
Strategy Group, a management consulting practice, for $67.9 million which
resulted in a gain for the Company of $12.4 million ($10.6 million recorded in
the first quarter of 2000 and $1.8 million in the second quarter of 2000), net
of $10.0 million of taxes. On October 20, 2000, the Company sold its Enterprise
Solutions Group, a worldwide information management consulting group and
provider of enterprise business solutions, for $78.4 million in cash which
resulted in a gain of $23.0 million, net of $12.7 million of taxes (see Note 4).

NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 29, 2001

     Revenue. Total revenue decreased 28.6% to $245.0 million for the first nine
months of 2001 from $343.3 million in the first nine months of 2000. This
revenue decrease was attributable to a 32.2% decrease in ITCS revenue to $212.7
million in 2001 from $313.6 million in 2000, offset by an increase in GovConnect
revenue of 8.9% to $32.3 million in 2001 from $29.7 million in 2000. The Company
believes that the decrease in the ITCS revenue is due to the uncertainty in the
high technology sector, coupled with the general slowdown in the economy.

     Gross Profit. Gross profit decreased 24.0% to $64.7 million for the first
nine months of 2001 from $85.1 million for the comparable prior period. As a
percentage of revenue, gross profit increased to 26.4% for the period compared
to 24.8% for the comparable prior period. This increase in gross profit
percentage was attributable to an increase in both ITCS and GovConnect margins
as the business units experienced an increase in their utilization rates.

                                       11
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.


     Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by 29.9% to $72.6 million for the first nine
months of 2001 from $103.6 million for the comparable prior period. . Selling,
general and administrative expenses for the first nine months of 2001 include
$1.0 million of professional fees related to the merger transaction. Remaining
fees related to the merger with Aquent are estimated at $7.2 million and will be
recorded when incurred. As a percentage of revenue, selling, general and
administrative expenses decreased to 29.6% from 30.2% for the comparable prior
period. This decrease in expense was attributable primarily to the Company's
efforts to re-size supporting functions to match the lower revenue levels
discussed above.

     Restructuring Charges and Asset Writedowns. In the first quarter of 2001,
the Company recorded a non-recurring charge of $10.7 million which includes $3.3
million associated with severance for approximately 125 employees, $7.1 million
for facility closings and consolidations, including the writedown of fixed
assets owned or leased and an additional $0.3 million loss on the sale of its
ITCS solutions group known as Align360 which was sold on February 23, 2001. The
Company anticipates realizing approximately $18 million in annualized expense
savings in connection with these actions. The Company expects to make
restructuring related payments of approximately $1.4 million in the fourth
quarter of 2001, depending on the timing and success of subleasing vacated
facilities.

     The table below shows the activity of the Company's restructuring related
accounts for the nine months ended September 29, 2001:


<TABLE>
<CAPTION>


                                                    Beginning                                       Ending
                                                     Balance                                        Balance
                                                  December 30,                                    September 29,
                                                      2000         Provisions     Utilization         2001
                                                 ---------------  -------------- --------------   --------------
                                                                                (In thousands)
<S>                                                 <C>             <C>             <C>             <C>
Excess facilities                                   $   839         $ 2,679         $ 3,008         $   510
Losses on leased and purchased fixed assets            --             4,436           3,677             759
Severance and related benefits                         --             3,296           3,145             151
Loss on disposal of Align360                           --               250             250            --
                                                    -------         -------         -------         -------
                                                    $   839         $10,661         $10,080         $ 1,420
                                                    =======         =======         =======         =======

</TABLE>

     In the third quarter of 2001, the Company recorded a charge of $1.3 million
associated with proceeds from a prior disposal of assets which have become
worthless due to the acquiring company's bankruptcy filing in September 2001.

     Discontinued Operations. On March 10, 2000, the Company sold its Business
Strategy Group, a management consulting practice, for $67.9 million which
resulted in a gain for the Company of $12.4 million ($10.6 million recorded in
the first quarter of 2000 and $1.8 million in the second quarter of 2000), net
of $10.0 million of taxes. On October 20, 2000, the Company sold its Enterprise
Solutions Group, a worldwide information management consulting group and
provider of enterprise business solutions, for $78.4 million in cash which
resulted in a gain of $23.0 million, net of $12.7 million of taxes (see Note 4).

     Interest and Other Expense, Net. Interest and other expense (income), net,
increased to income of $2.1 million for the first nine months of 2001 from $5.4
million expense for the comparable prior period. This increase was due to the
repayment of all borrowings under the Company's former Credit Facility in 2000
from the proceeds of the sale of the Business Strategy Group and Enterprise
Solutions Group and the investing of excess cash.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had cash flow from operations of $ 2.9 million for the nine
months ended September 29, 2001, due primarily to a decrease of $23.3 million in
accounts receivable, offset by a net operating loss which includes the non
recurring charge of $10.7 million recorded in the first quarter of 2001 and the
$1.3 million asset writedown recorded in the third quarter of 2001.

                                       12
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.


     The Company had cash flow of $2.4 million from investing activities for the
nine months ended September 29, 2001 due primarily to the sale of the ITCS
solutions group known as Align360 for $5.5 million, offset by purchases of fixed
assets of $3.0 million.

     The Company used $2.8 million of cash flow for financing activities for the
nine months ended September 29, 2001, primarily for the purchase of treasury
stock.  During 2000 and early 2001, the Board of Directors authorized the
Company to repurchase up to eight million shares of its common stock.  The stock
was purchased from time to time in the open market or through private
transactions.  The repurchased shares are held in treasury and may be used for
employee stock benefit and stock option plans.  The Company repurchased
4,987,812 shares through April 12, 2001 for an aggregate purchase price of $7.0
million. In the second quarter 2001, the Company temporarily suspended its stock
repurchase program as it had not been effective in supporting the Company's
stock price and was determined not the best use of the Company's cash.

     The Company received a letter dated April 27, 2001 from Nasdaq notifying
the Company of its non-compliance with listing requirements due to the Company's
common stock failing to maintain a minimum bid price of $1.00 during the last 30
consecutive trading days. The letter stated that the Company had until July 26,
2001 to regain compliance, or it would be provided with written notification
that its securities would be delisted. The Company regained compliance on July
10, 2001 but there is no assurance that its common stock will continue to
maintain a minimum bid price of $1.00. On October 1, 2001, Nasdaq suspended the
minimum bid price rule until January 2, 2002.

     The Company currently does not have a credit facility and relies on cash
and cash flow from operations to fund its liquidity needs. The Company
anticipates that its primary use for funds in future periods will be for funding
working capital to support operations, including the funding of $1.4 million of
restructuring costs associated with severance and facility obligations remaining
at September 29, 2001, and the funding of capital expenditures of approximately
$4 million to $6 million over the next twelve months, primarily related to
information technology needs. In connection with certain of its acquisitions,
the Company is obligated to make certain contingent payments over the next
several years, including approximately $1.5 million which the Company currently
is required to pay over the next 12 months. While the Company believes that its
cash balance at September 29, 2001 of $57.0 million, together with cash flows
from operations, will be sufficient to meet the Company's presently anticipated
liquidity needs for at least the next 12 months, no assurance can be given this
will be sufficient or that the Company will be able to secure financing if
necessary.

RECENT ACCOUNTING DEVELOPMENTS

     In July 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS 141
requires the purchase method of accounting for business combinations initiated
after June 30, 2001 and eliminates the pooling-of-interests method. The Company
does not believe that the adoption of SFAS 141 will have a significant impact on
its financial statements. SFAS 142 is effective January 1, 2002 and requires,
among other things, the discontinuance of goodwill amortization. In addition,
the standard includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, the reassessment of the useful lives of
existing recognized intangibles, the reclassification of certain intangibles out
of previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS 142 also
requires the Company to complete a transitional goodwill impairment test six
months from the date of adoption. The Company is currently assessing but has not
yet determined the impact of SFAS 142 on its financial position and results of
operations.

Certain Factors That May Affect Future Operating Results

     The foregoing section of the Company's Form 10-Q entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contains forward-looking statements regarding risks and uncertainties. The
Company's actual performance and results may differ materially due to many
important factors, including, but not limited to, revenue deterioration, lack of
profitability, potential delisting, general economic conditions, employment
liability risks, and the like. For additional and more comprehensive discussions
of the risks associated with ownership of Common Stock of the Company, please
see the Risk Factors section of the Company's Report on Form 10-K, filed on
March 16, 2001. As a result of these and other factors, there can be no
assurance that the Company will not experience material fluctuations in future
operating results on a quarterly or annual basis.

                                       13
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is not currently exposed to certain customary risks, such as
foreign currency fluctuations and changes in interest rates on its borrowings,
or equity price risk. The Company does not have exposure to foreign currency
fluctuations because its international operations were sold as part of the sale
of the Enterprise Solutions Group on October 20, 2000. The Company does not
currently have exposure to changes in interest rates on borrowings because it
repaid and terminated its revolving credit facility on October 20, 2000. The
Company does not have exposure to equity price risk because it does not purchase
equity securities of other companies. Although the Company owns a small number
of equity securities of other companies obtained in connection with certain
divestitures, the aggregate number and value of such securities is immaterial.
The Company does not engage in trading market risk sensitive instruments for
speculative purposes. There have been no material changes in market risk
exposures from the information disclosed in the Form 10-K for the year ended
December 30, 2000.

                                       14
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.


PART II.   OTHER INFORMATION

ITEM 1--LEGAL PROCEEDINGS
        Not applicable

ITEM 2--CHANGE IN SECURITIES
        Not applicable

ITEM 3--DEFAULTS UPON SENIOR SECURITIES
        Not applicable

ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        Not applicable

ITEM 5--OTHER INFORMATION
        Not applicable

ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K
        a.  Exhibits
        Not Applicable

        b.  Reports on form 8-K

        On July 12, 2001, the Company filed a Current Report on Form 8-K dated
        July 12, 2001, reporting under Item 5 (Other Event) that Mr. Joseph F.
        Pesce, the Company's Executive Vice President, Chief Financial Officer
        and Treasurer, and Mr. Christopher D. T. Guiffre, the Company's Vice
        President, General Counsel and Clerk, were leaving the Company on July
        13, 2001, and would cease to be executive officers of the Company on
        that date.

                                       15
<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.


                                  RENAISSANCE WORLDWIDE, INC.
                                  (Registrant)



<TABLE>

<S>                               <C>
Date: November 12, 2001           By:              /s/   G. Drew Conway
                                       --------------------------------------------------
                                                      G. Drew Conway,
                                           Chairman and Chief Executive Officer
                                               (Principal Executive Officer)

Date: November 12, 2001           By:             /s/   Joseph  P. Fargnoli
                                       --------------------------------------------------
                                                    Joseph P. Fargnoli,
                                  Vice President, Chief Financial Officer, Treasurer and
                                                           Clerk

</TABLE>

                                       16