<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 June 30, 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 August 3, 2001, there were 52,902,540 shares of Common Stock, no par
value, outstanding.
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.
                              INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
    <S>                                                                                                       <C>
PART 1     FINANCIAL INFORMATION

Items      Financial Statements

           Condensed Consolidated Balance Sheet at December 30, 2000 and June 30, 2001
           (Unaudited)                                                                                           3

           Condensed Consolidated Statement of Operations for the three and six months ended June 24,
           2000 and June 30, 2001 (Unaudited)                                                                    4


           Condensed Consolidated Statement of Cash Flows for the six months ended June 24, 2000 and
           June 30, 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,                   June 30,
                                                                             2000                         2001
                                                                        ---------------             ---------------
                                    ASSETS                                                            (unaudited)
<S>                                                                   <C>                           <C>
Current assets:
 Cash and cash equivalents                                              $       54,451                $      57,559
 Accounts receivable, net                                                       87,777                       70,554
 Deferred income taxes                                                           4,024                        4,024
 Other assets                                                                    3,608                        2,994
 Net assets held for sale                                                        7,000                            -
                                                                        --------------                -------------
  Total current assets                                                         156,860                      135,131
Fixed assets, net                                                               23,914                       20,042
Goodwill and other intangible assets, net                                       38,252                       36,682
Other assets                                                                     4,117                        6,001
                                                                        --------------                -------------
      Total assets                                                      $      223,143                $     197,856
                                                                        ==============                =============

      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                                       $       12,300                $      10,518
 Accrued salaries, wages and related benefit costs                              23,331                       20,243
 Other accrued expenses                                                          7,553                        5,546
                                                                        --------------                -------------
  Total current liabilities                                                     43,184                       36,307
 Other long-term debt and liabilities                                              168                          115
                                                                        --------------                -------------
  Total liabilities                                                             43,352                       36,422
                                                                        --------------                -------------

Stockholders' equity:
 Common stock and additional paid in capital                                   191,236                      191,466
 Accumulated deficit                                                            (5,059)                     (20,654)
 Treasury stock                                                                 (6,386)                      (9,378)
                                                                        --------------                -------------
  Total stockholders' equity                                                   179,791                      161,434
                                                                        --------------                -------------
     Total liabilities and stockholders' equity                         $      223,143                $     197,856
                                                                        ==============                =============
</TABLE>

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

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                        For the Quarter Ended          For the Six Months Ended
                                                                      -------------------------      ---------------------------
                                                                       June 24,        June 30,        June 24,         June 30,
                                                                         2000            2001            2000             2001
                                                                      ----------     -----------      -----------     -----------
<S>                                                                    <C>            <C>              <C>             <C>
Revenue                                                                $  113,232     $   80,015       $ 231,568       $  173,877
Cost of revenue                                                            83,441         58,868         174,228          128,641
                                                                       ----------     ----------       ---------       ----------
Gross profit                                                               29,791         21,147          57,340           45,236
Selling, general and administrative expenses                               33,997         25,080          69,608           51,688
Restructuring charges and asset writedowns                                  6,810              -           6,810           10,661
                                                                       ----------     ----------       ---------       ----------
Loss from operations                                                      (11,016)        (3,933)        (19,078)         (17,113)
Interest and other expense (income), net                                      756           (803)          2,379           (1,518)
                                                                       ----------     ----------       ---------       ----------
Loss from continuing operations before taxes                              (11,772)        (3,130)        (21,457)         (15,595)
Income tax benefit                                                         (4,892)             -          (8,928)               -
                                                                       ----------     ----------       ---------       ----------
Loss from continuing operations, net of tax                                (6,880)        (3,130)        (12,529)         (15,595)
Loss from discontinued operations, net of tax                              (1,252)             -          (1,257)               -
Gain on disposal of Strategy segment, net of tax                            1,782              -          12,427                -
                                                                       ----------     ----------       ---------       ----------
Net loss                                                               $   (6,350)    $   (3,130)      $  (1,359)      $  (15,595)
                                                                       ==========     ==========       =========       ==========
Basic and diluted earnings per share:
 Loss from continuing operations                                       $    (0.12)    $    (0.06)      $   (0.22)      $    (0.29)
 Loss from discontinued operations                                          (0.02)             -           (0.02)               -
 Gain on disposal of Strategy segment                                        0.03              -            0.22                -
                                                                       ----------     ----------       ---------       ----------
 Net loss                                                              $    (0.11)    $    (0.06)      $   (0.02)      $    (0.29)
                                                                       ==========     ==========       =========       ==========

Weighted average common shares - basic and diluted                         56,253         52,690          56,479           53,403
                                                                       ==========     ==========       =========       ==========
</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>
                                                                                                  Six Months Ended
                                                                                               ----------------------
                                                                                                 June 24,    June 30,
                                                                                                   2000        2001
                                                                                               ----------- ----------
<S>                                                                                           <C>          <C>
Cash flows from operating activities:
 Net loss                                                                                       $   (1,359)  $  (15,595)
 Adjustments to reconcile net loss to net cash provided by
 (used for) operating activities:
    Depreciation and amortization                                                                    6,801        4,626
    Loss on writedown of fixed assets                                                                  294        3,130
    Gain on disposal of discontinued operations                                                    (12,427)           -
 Changes in operating assets and liabilities:
     Accounts receivable                                                                            (3,236)      17,223
     Other current assets                                                                              139          614
     Other assets                                                                                   (2,009)         116
     Accounts payable, accrued expenses and other liabilities                                      (19,072)      (7,583)
                                                                                                 ---------   ----------
        Net cash provided by (used for) operating activities                                       (30,869)       2,531

Cash flows from investing activities:
 Cash disbursed for acquisitions, net of cash acquired                                                (650)           -
 Cash proceeds from the sale of businesses                                                          68,797        5,472
 Net decrease in notes receivable                                                                      279            -
 Purchases of fixed assets                                                                          (6,304)      (2,083)
                                                                                                 ---------   ----------
        Net cash provided by investing activities                                                   62,122        3,389

Cash flows from financing activities:
 Net borrowings on revolving credit facilities                                                      15,286            -
 Principal payments on long-term debt                                                              (51,406)           -
 Purchase of treasury stock                                                                         (3,086)      (2,992)
 Proceeds from exercise of stock options and purchase plans                                          1,735          230
                                                                                                 ---------   ----------
        Net cash used for financing activities                                                     (37,471)      (2,762)

Effect of exchange rate changes on cash and cash equivalents                                          (278)           -
                                                                                                 ----------  ----------
Net increase (decrease) in cash and cash equivalents                                                (6,496)       3,158
Cash and cash equivalents, beginning of period                                                      10,605       54,451
                                                                                                 ---------   ----------
Cash and cash equivalents, end of period                                                         $   4,109   $   57,609
                                                                                                 =========   ==========
</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 June 21, 2001, the Company announced that it signed a definitive merger
agreement with Registry Holding Company, Inc. and Redwood Acquisition Corp.
("Redwood Acquisition"), corporations formed by the Company's Chairman and Chief
Executive Officer, G. Drew Conway, who is also a 22% stockholder of the Company.
As a result of the merger, each outstanding share of Renaissance common stock,
other than shares held by Mr. Conway, certain trusts for the benefit of Mr.
Conway's children, a charitable foundation organized by Mr. Conway and treasury
shares, will be converted into the right to receive $1.65 in cash.  The merger
constitutes a "going private" transaction for the Company under the federal
securities laws.  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 will be accounted for under the purchase method of
accounting, and is expected to be completed late in the third quarter or early
in the fourth quarter of 2001.

     The transaction will be financed with Mr. Conway's shares of Renaissance
common stock, cash held by Renaissance at the time of the merger and cash to be
provided by a revolving credit facility for which a commitment has been received
by Mr. Conway.  At the close of the transaction, Redwood Acquisition would merge
with and into Renaissance with Renaissance as the surviving corporation.

  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 June 30, 2001 and consolidated statements
of operations and of cash flows for the six month periods ended June 24, 2000
and June 30, 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 June 30, 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 six months ended June 24, 2000 and the
three and six months ended June 30, 2001 was 81,000, 470,000, 7,000 and 5,000
shares, respectively.  Potential common stock has been excluded from the
calculation of diluted earnings 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 June 30, 2001, the Company
has $2.7 million accrued for remaining costs in connection with these actions
and previous facility closings. The Company expects to make restructuring
related payments of approximately $1.5 million for the third quarter of 2001 and
$0.5 million each quarter thereafter, depending on the timing and success of
subleasing vacated facilities.


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 results of the Business Strategy Group and the Enterprise Solutions
Group for the three and six months ended June 24, 2000 were as follows:

                                       8
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                             For the               For the
                                                                                          Three Months            Six Months
                                                                                              Ended                 Ended
                                                                                          June 24, 2000         June 24, 2000
                                                                                       --------------------   ------------------
                                                                                                     (In thousands)
<S>                                                                                    <C>                    <C>
Revenue                                                                                  $        30,557        $         72,083
Cost of revenue                                                                                   21,658                  50,190
Selling, general and administrative expenses                                                       8,653                  20,876
Restructuring charges                                                                              1,605                   1,605
Interest expense, net                                                                                 77                      47
Income tax provision (benefit)                                                                      (184)                    622
                                                                                         ----------------       -----------------
Loss from discontinued operations, net of tax                                                     (1,252)                 (1,257)
Gain on disposal of discontinued operations, net of tax                                            1,782                  12,427
                                                                                         ----------------       -----------------
Net results of discontinued operations                                                   $           530        $         11,170
                                                                                         ================       =================
</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 six months ended June 24,
2000 and June 30, 2001.

<TABLE>
<CAPTION>
                                                              For the  Quarter Ended                     For the Six Months Ended
                                                         --------------------------------               ----------------------------
                                                            June 24,             June 30,                June 24,         June 30,
                                                              2000                 2001                    2000             2001
                                                          -----------           ----------              -----------      -----------
                                                                  (In thousands)                              (In thousands)
<S>                                                      <C>                    <C>                     <C>              <C>
Revenues (1):
  GovConnect                                              $   10,562            $  10,305               $   20,748       $   20,584
  ITCS                                                       102,670               69,710                  210,820          153,293
                                                          -----------           ----------              -----------      -----------
    Total                                                 $  113,232            $  80,015               $  231,568       $  173,877
                                                          ===========           ==========              ===========      ===========
Income (loss) from operations (2):
  GovConnect                                              $      (35)           $    (493)              $    1,079       $   (1,931)
  ITCS                                                         3,768                  (31)                   6,019           (5,808)
                                                          -----------           ----------              -----------      -----------
    Total                                                      3,733                 (524)                   7,098           (7,739)

Corporate expenses (2) (3)                                    14,749                3,409                   26,176            9,374
Interest and other expense (income), net                         756                 (803)                   2,379           (1,518)
                                                          -----------           ----------              -----------      -----------
    Total loss before taxes                               $  (11,772)           $  (3,130)              $  (21,457)      $  (15,595)
                                                          ===========           ==========              ===========      ===========
</TABLE>

(1)  Intersegment revenues were not material and have been eliminated in the
     above presentation.
(2)  Income (loss) from operations for the six months ended June 30, 2001
     include the allocation of  $10.7 million restructuring charge and asset
     writedowns to GovConnect ($0.1 million), ITCS ($6.7 million) and Corporate
     ($3.9 million). Income

                                       9
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


     (loss) from operations for the three and six months ended June 24, 2000
     include the allocation of  $6.8 million restructuring charge 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 June 24, 2000 and June 30, 2001

     Revenue. Total revenue decreased 29.3% to $80.0 million for the second
quarter of 2001 from $113.2 million in the second quarter of 2000. This revenue
decrease was primarily attributable to a 32.1% decrease in ITCS revenue which
decreased to $69.7 million in 2001 from $102.7 million in 2000 as GovConnect
revenue decreased 2.4% to $10.3 million in 2001 from $10.6 million in 2000. The
Company believes that the decrease in the ITCS revenue is attributable to
industry concerns in the high technology sector which has resulted in a
reduction of IT projects.

     Gross Profit. Gross profit decreased 29.0% to $21.1 million for the second
quarter of 2001 from $29.8 million for the comparable prior period. As a
percentage of revenue, gross profit increased to 26.4% for the period compared
to 26.3% for the comparable prior period. This increase in gross profit
percentage was attributable to an increase in ITCS margins as it experienced an
increase in its utilization rate partially offset by a decrease in GovConnect
margins.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by 26.2% to $25.1 million for the second
quarter of 2001, from $34.0 million for the comparable prior period, and include
approximately $1.0 million of professional fees related to the going private
transaction. As a percentage of revenue, selling, general and administrative
expenses increased to 31.3% from 30.0% for the comparable prior period. Despite
the reduction in total amounts expended, selling, general and administrative
expenses increased as a percentage of a lower revenue base.

     Restructuring charges and asset writedowns. In the second quarter of 2000,
the Company recorded a restructuring charge of $6.8 million associated mainly
with severance and facility closings, in connection with the Company's efforts
to re-size its businesses based upon its extended outlook.

     Interest and Other Expense (Income), Net. Interest and other expense
(income), net, increased to income of $0.8 million for the second quarter of
2001 from $0.8 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 second 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).

Six months ended June 24, 2000 and June 30, 2001

     Revenue. Total revenue decreased 24.9% to $173.9 million for the first six
months of 2001 from $231.6 million in the first six months of 2000. This revenue
decrease was attributable to a 27.3% decrease in ITCS revenue which decreased to
$153.3 million in 2001 from $210.8 million in 2000 and a 1% decrease in
GovConnect revenue to $20.6 million in 2001 from $20.7 million in 2000. The
Company believes that the decrease in the ITCS revenue is attributable to
industry concerns in the high technology sector which has resulted in a
reduction of IT projects.

     Gross Profit. Gross profit decreased 21.1% to $45.2 million for the first
six months of 2001 from $57.3 million for the comparable prior period. As a
percentage of revenue, gross profit increased to 26.0% for the period compared
to 24.8% for the comparable prior period. This increase in gross profit
percentage was attributable to an increase in ITCS margins as it experienced an
increase in its utilization rate, which was partially offset by a decrease in
GovConnect margins.

                                       11
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.


     Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by 25.7% to $51.7 million for the first six
months of 2001 from $69.6 million for the comparable prior period. As a
percentage of revenue, selling, general and administrative expenses decreased to
29.7% from 30.1% 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 $1.5 million for the third
quarter of 2001 and $0.5 million each quarter thereafter, 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 six months
ended June 30, 2001:

<TABLE>
<CAPTION>
                                                     Beginning                                                       Ending
                                                      Balance                                                        Balance
                                                    December 30,                                                     June 30,
                                                       2000              Provisions          Utilization               2001
                                                   --------------      --------------     -----------------     -----------------
                                                                                           (In thousands)
   <S>                                             <C>                 <C>                <C>                   <C>
   Excess facilities                               $          839      $        2,679     $           2,224     $           1,294
   Losses on leased and purchased fixed assets                  -               4,436                 3,282                 1,154
   Severance and related benefits                               -               3,296                 3,038                   258
   Loss on disposal of Align360                                 -                 250                   250                     -
                                                   --------------      --------------     -----------------     -----------------
                                                   $          839      $       10,661     $           8,794     $           2,706
                                                   ==============      ==============     =================     =================
</TABLE>

     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 $1.5 million for the first six months of 2001 from $2.4
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 $ 2.5 million for the six
months ended June 30, 2001, due primarily to a decrease of $17.2 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.

     The Company had cash flow of $3.4 million from investing activities for the
six months ended June 30, 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
$2.1 million.

                                       12
<PAGE>

                          RENAISSANCE WORLDWIDE, INC.

     The Company used $2.8 million of cash flow for financing activities for the
six months ended June 30, 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 may be
bought 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.

     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 $2.7 million of
restructuring costs associated with severance and facility obligations remaining
at June 30, 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 $2.5 million which the Company currently
is required to pay over the next 12 months. While the Company believes that its
cash balance at June 30, 2001 of $57.6 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
        The Company conducted its Annual Meeting of Shareholders on May 3, 2001.
        Mr. G. Drew Conway was re-elected as a Class III director at the Meeting
        with 43,194,481 shares voted in favor of such re-election. Mssrs. Paul
        C. O'Brien and Robert P. Badavas have terms of office that extend beyond
        the Meeting and, therefore, did not stand for re-election at the
        Meeting. Proposal #2 to adopt the 2001 Directors Stock Plan was approved
        by a vote of 39,102,159 votes for, 14,206,585 votes against and 100,914
        abstentions. Proposal #3 to approve a reverse stock split in a range
        between one-for-four and one-for-six was approved by a vote of
        47,650,084 votes for, 3,434,454 votes against and 2,325,120 abstentions.


Item 5--Other Information
        Not applicable

Item 6--Exhibits and Reports on Form 8-K
        a.   Exhibits
        10.1 Indemnification Agreement, dated as of April 13, 2001, between the
             Company and Paul C. O'Brien.

        10.2 Indemnification Agreement, dated as of April 13, 2001, between the
             Company and Robert P. Badavas.

        10.3 Indemnification Agreement, dated as of April 13, 2001, between the
             Company and Joseph F. Pesce.

        10.4 Indemnification Agreement, dated as of April 13, 2001, between the
             Company and Christopher D.T. Guiffre.

        b.   Reports on Form 8-K

        On June 22, 2001, the Company filed a Current Report on Form 8-K dated
        June 21, 2001, reporting under Item 5 (Other Event) the execution of an
        Agreement and Plan of Merger among the Company, Registry Holding
        Company, Inc., a Delaware corporation, and Redwood Acquisition Corp., a
        Massachusetts corporation ("Sub"), pursuant to which Sub will be merged
        with and into the Company, with the Company as the surviving
        corporation.

                                       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)



Date: August 6, 2001              By:           /s/ G. Drew Conway
                                     -------------------------------------------
                                                    G. Drew Conway,
                                       Chairman and Chief Executive Officer
                                       (Principal Executive Officer)


Date: August 6, 2001              By:           /s/ Joseph  P. Fargnoli
                                     -------------------------------------------
                                                    Joseph P. Fargnoli,
                                       Vice President, Chief Financial Officer,
                                                 Treasurer and Clerk


                                       16