<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 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 from __________________ to __________________


Commission file number 0-21985

                                   SEEC, INC.
             (Exact name of registrant as specified in its charter)

               PENNSYLVANIA                                 55-0686906
      (State or other Jurisdiction of                    (I.R.S. Employer
       Incorporation or Organization)                 Identification Number)

    PARK WEST ONE, SUITE 200, CLIFF MINE ROAD, PITTSBURGH, PENNSYLVANIA 15275
               (Address of Principal Executive Offices) (Zip Code)

                                 (412) 893-0300
              (Registrant's Telephone Number, Including Area Code)

          Indicate by check mark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15 (d) of the Securities
     Exchange Act of 1934 during the preceding 12 months (or such shorter period
     that the registrant was required to file such reports), and (2) has been
     subject to such filing requirements for the past 90 days.

                                  Yes X     No
                                     ---       ---

          As of July 31, 2001, there were 6,103,692 outstanding shares of Common
     Stock, par value $.01 per share, of SEEC, Inc.





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<PAGE>   2



                                   SEEC, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                       PAGE
                                                                                      NUMBER
                                                                                      ------
<S>                                                                                   <C>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
       Consolidated Statements of Operations for the three months ended
       June 30, 2001 and 2000.......................................................      2
       Condensed Consolidated Balance Sheets as of June 30, 2001 and
       March 31, 2001...............................................................      3
       Condensed Consolidated Statements of Cash Flows for the three months
       ended June 30, 2001 and 2000 ................................................      4
       Notes to Unaudited Consolidated Financial Statements.........................    5-6
Item 2. Management's Discussion and Analysis of Financial Condition and
       Results of  Operations.......................................................    6-9
Item 3.  Quantitative and Qualitative Disclosures about Market Risk.................      9
PART II--OTHER INFORMATION
Item 1.  Legal Proceedings..........................................................     10
Item 2.  Changes in Securities......................................................     10
Item 3.  Defaults Upon Senior Securities............................................     10
Item 4.  Submission of Matters to a Vote of Security Holders........................     10
Item 5.  Other Information..........................................................     10
Item 6.  Exhibits and Reports on Form 8-K...........................................  11-12
SIGNATURES..........................................................................     13
</TABLE>

<PAGE>   3

                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                                   SEEC, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED JUNE 30,
                                                                   -----------------------------------
                                                                       2001                   2000
                                                                   -----------             -----------
<S>                                                                <C>                     <C>
Revenues:
   Software license and maintenance fees                           $   342,357             $   681,224
   Professional services                                               242,785                 393,703
                                                                   -----------             -----------
   Total revenues                                                      585,142               1,074,927
                                                                   -----------             -----------
OPERATING EXPENSES:
   Cost of revenues:
   Software license and maintenance fees                               111,384                 112,919
   Professional services                                               235,344                 332,157
                                                                   -----------             -----------
   Total cost of revenues                                              346,728                 445,076
   General and administrative                                          474,737                 579,972
   Sales and marketing                                               1,051,828               1,185,476
   Research and development                                            452,226                 473,517
   Amortization of goodwill and other intangible assets                 44,019                 140,708
                                                                   -----------             -----------
   Total operating expenses                                          2,369,538               2,824,749
                                                                   -----------             -----------
LOSS FROM OPERATIONS                                                (1,784,396)             (1,749,822)
NET INTEREST INCOME                                                    223,218                 341,341
                                                                   -----------             -----------
NET LOSS                                                           $(1,561,178)            $(1,408,481)
                                                                   ===========             ===========
Basic and diluted net loss per common share                        $     (0.26)            $     (0.23)
                                                                   ===========             ===========
Weighted average number of basic and
   diluted common and common equivalent
   shares outstanding                                                6,103,692               6,095,486
                                                                   ===========             ===========
</TABLE>

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





                                       2
<PAGE>   4

                                   SEEC, INC.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                            JUNE 30,                 MARCH 31,
                                                                             2001                     2001
                                                                          ------------             -----------
                                                                           (UNAUDITED)             (AUDITED *)
<S>                                                                       <C>                      <C>
                                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                               $ 14,344,960             $ 16,049,397
  Short-term investments                                                     4,251,970                4,295,952
  Accounts receivable - trade, net                                             671,306                  539,682
  Prepaid expenses and other current assets                                    405,602                  497,011
                                                                          ------------             ------------
  Total current assets                                                      19,673,838               21,382,042

PROPERTY AND EQUIPMENT, NET                                                    906,855                  969,476

GOODWILL AND OTHER INTANGIBLE ASSETS, NET                                      328,272                  370,504
                                                                          ------------             ------------
                                                                          $ 20,908,965             $ 22,722,022
                                                                          ============             ============

                         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                                                $    351,207             $    508,849
  Accrued compensation                                                         402,904                  356,261
  Other current liabilities                                                    259,392                  284,920
  Deferred maintenance revenues                                                231,273                  303,966
  Income taxes payable                                                          46,132                   48,088
                                                                          ------------             ------------
  Total current liabilities                                                  1,290,908                1,502,084
                                                                          ------------             ------------

SHAREHOLDERS' EQUITY:
  Preferred stock--no par value; 10,000,000 shares authorized;
    none outstanding
  Common stock--$.01 par value; 20,000,000 shares authorized;
    6,309,187 shares issued                                                     63,092                   63,092
  Additional paid-in capital                                                34,578,425               34,578,425
  Accumulated deficit                                                      (14,109,559)             (12,548,380)
  Less treasury stock, at cost--205,495 shares                                (903,184)                (903,184)
  Accumulated other comprehensive income (loss)                                (10,717)                  29,985
                                                                          ------------             ------------
  Total shareholders' equity                                                19,618,057               21,219,938
                                                                          ------------             ------------
                                                                          $ 20,908,965             $ 22,722,022
                                                                          ============             ============
</TABLE>

--------------
* Condensed from audited financial statements


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







                                       3
<PAGE>   5
                                   SEEC, INC.

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three Months Ended June 30,
                                                                    ------------------------------------
                                                                        2001                     2000
                                                                     -----------             -----------
<S>                                                                  <C>                      <C>
Cash Flows Used by Operating Activities                              $(1,674,290)            $(1,462,267)
                                                                     -----------             -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment, net of disposals                 (20,122)                (47,025)
   Purchases of short-term investments                                  (767,057)                (36,452)
   Sales of short-term investments                                       758,819               3,001,434
   Other, net                                                             (1,787)                  1,628
                                                                     -----------             -----------
     Net cash provided (used) by investing activities                    (30,147)              2,919,585
                                                                     -----------             -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Purchases of treasury stock                                                --                (162,484)
   Proceeds from exercise of stock options                                    --                  10,700
                                                                     -----------             -----------
     Net cash used by financing activities                                    --                (151,784)
                                                                     -----------             -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  (1,704,437)              1,305,534
Cash and cash equivalents, beginning of period                        16,049,397              18,404,429
                                                                     -----------             -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                             $14,344,960             $19,709,963
                                                                     ===========             ===========

</TABLE>

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


                                       4
<PAGE>   6
                                   SEEC, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements include the
accounts of SEEC, Inc., its wholly-owned subsidiaries, and its unincorporated
branch operations (collectively the "Company" or "SEEC"). Management believes
that all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair statement of results have been included in the
consolidated financial statements for the interim periods presented. All
significant intercompany accounts and transactions have been eliminated. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Operating results for interim
periods are not necessarily indicative of results that may be expected for an
entire fiscal year. Accordingly, these interim period consolidated financial
statements should be read in conjunction with the consolidated financial
statements contained in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2001.

     Certain prior period amounts have been reclassified to conform to current
period classifications.

2. REVENUE RECOGNITION

     The Company recognizes revenue in accordance with the American Institute of
Certified Public Accountants' Statements of Position ("SOP") 97-2, "Software
Revenue Recognition," and SOP 98-9, "Software Revenue Recognition, With Respect
to Certain Arrangements." SOP 97-2 specifies the criteria that must be met for
recognizing revenues from software sales, and SOP 98-9 requires recognition of
revenue using the "residual method" in a multiple-element arrangement when fair
value does not exist for one or more of the delivered elements in the
arrangement. Under the residual method, the total fair value of the undelivered
elements is deferred and subsequently recognized in accordance with SOP 97-2.

     Revenues are derived from the license of software products, customer
support and maintenance contracts, and services contracts, including consulting
and training services. Revenues from product license fees are recognized when an
order or agreement is in hand, the fee is fixed and determinable, and delivery
of the product has occurred. Customer support and maintenance contract revenues
are recognized ratably over the term of the related agreement, generally twelve
months. The Company provides professional services under time-and-materials and
fixed-price contracts. Revenues from time-and-materials contracts are recognized
as the services are provided. Revenues from fixed-price contracts are recognized
principally by the percentage-of-completion method, whereby income is recognized
based on the estimated stage of completion of individual contracts. Provision
for estimated losses on uncompleted contracts is made in the period in which
such losses are determinable.

3. STOCK REPURCHASE PROGRAM

     In July 1998, the Company announced its plan to begin a stock repurchase
program, utilizing up to $3 million to buy shares of the Company's Common Stock
from time to time on the open market, subject to market conditions and other
relevant factors. The Company may use repurchased shares to cover stock option
exercises, employee stock purchase plan transactions, and for other corporate
purposes. Through June 30, 2001, the Company had used $1.8 million to repurchase
386,000 shares, of which 180,505 shares were reissued to cover Employee Stock
Purchase Plan transactions, stock option exercises, and stock warrant exercises.
Repurchased shares are recorded as treasury shares.


                                       5
<PAGE>   7

4. EARNINGS PER SHARE

     Earnings per share ("EPS") for all periods presented is computed in
accordance with the provisions of Statement of Financial Accounting Standards
No. 128, "Earnings Per Share". Options and warrants are excluded from the
computation of net loss per share of Common Stock for the quarters ended June
30, 2001 and 2000, because their effect is not dilutive.

5.       COMPREHENSIVE INCOME (LOSS)

     Comprehensive income (loss) includes all changes in equity during a period,
except those resulting from investments by owners and distributions to owners.
The Company reports comprehensive income (loss) and its components in its annual
Consolidated Statement of Changes in Shareholders' Equity. The components of the
Company's comprehensive income (loss) were as follows:
<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                               JUNE 30,
                                                                      ---------------------------
                                                                         2001            2000
                                                                      -----------     -----------
       <S>                                                            <C>             <C>
       Net loss                                                       $(1,561,178)    $(1,408,481)
       Unrealized gain (loss) on investments, net of taxes                (40,702)         13,588
                                                                      -----------     -----------
       Total comprehensive loss                                       $(1,601,880)    $(1,394,893)
                                                                      ===========     ==========
</TABLE>

6. INCOME TAXES

     In the quarters ended June 30, 2000 and 2001, the Company calculated a
deferred tax asset, which was offset by a valuation allowance due to the
uncertainty of realization of the Company's net operating loss carryforwards,
resulting in no tax provision or benefit accrued in the quarter. As of March 31,
2001, the Company had unused Federal and state net operating loss carryforwards
that may be applied to reduce future taxable income of approximately $8,207,000
and $7,765,000, respectively. The carryforwards expire at various times from
March 31, 2007 to March 31, 2016. Certain changes in ownership could result in
an annual limitation on the amount of carryforwards that may be utilized.


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

     Part I, Item 2 of this report should be read in conjunction with Part II,
Item 7 of SEEC's Annual Report on Form 10-K for the year ended March 31, 2001.
The information contained herein is not a comprehensive management overview and
analysis of the financial condition and results of operations of SEEC, but
rather an update of disclosures made in the aforementioned filing. Certain
information contained herein should be considered "forward-looking information,"
which is subject to a number of risks and uncertainties. The preparation of
forward-looking information requires the use of estimates of future revenues,
expenses, activity levels and economic and market conditions, many of which are
outside our control. Other factors and assumptions are involved in the
preparation of forward-looking information, and the failure of any such factors
and assumptions to be realized may cause actual results to differ materially
from those discussed. We assume no obligation to update such estimates to
reflect actual results, changes in assumptions or changes in other factors
affecting such estimates.

OVERVIEW

     SEEC, Inc. (the "Company" or "SEEC") provides solutions for building
flexible e-business applications while retaining and enhancing the ongoing value
of our customers' existing systems. While taking full advantage of the benefits
of current systems, we create composite e-business applications that combine the
valuable pieces of the customer's current back-end systems with new
component-based e-business architecture. This approach reduces both deployment
time and risk of failure by reusing the mission-critical business rules locked
within existing applications. With its flexible architecture, scalability and
short deployment time, SEEC's solution addresses the full range of system
understanding, business rule mining, composite applications and Web enablement.

     SEEC was founded in 1988 to develop tools and solutions for reengineering
of legacy COBOL applications. Through 1999, organizations used SEEC's solutions
extensively for year 2000 remediation and testing, legacy system maintenance,
and legacy system reengineering. In fiscal 2001, we introduced SEEC Mosaic
Studio and



                                       6
<PAGE>   8

SEEC Mosaic eSolutions, a comprehensive system transformation toolkit. We have
also developed vertical industry solutions that include function-specific
application components and activation services for rapid deployment of
customized applications in industries such as insurance and health care.
Organizations are now employing our solutions using our flexible, easy-to-change
application architecture to automate their core business processes for system
understanding, business rule mining, composite applications and Web enablement.

     Our customer base consists primarily of large and medium-sized
organizations including corporations, third-party information technology ("IT")
service providers, higher education institutions, non-profit entities and
governmental agencies. We derive our revenues from software license and
maintenance fees and professional services fees. Professional services are
typically provided to customers in conjunction with the license of software
products. Our enterprise solutions and software products and services are
marketed through a broad range of distribution channels, including direct sales
to end users, and to end users in conjunction with our partners.


COMPARISON OF QUARTERS ENDED JUNE 30, 2001 AND 2000

     The following section includes information related to changes in SEEC's
Consolidated Statements of Operations. References to the first quarter of fiscal
2002 and to the first quarter of fiscal 2001 refer to the three months ended
June 30, 2001 and June 30, 2000, respectively.

     REVENUES. Total revenues for the first quarter of fiscal 2002 were $585,000
compared to $1,075,000 for the first quarter of fiscal 2001, a decrease of
$490,000 or 46%. Of this $490,000 decrease in total revenues, the decline in
software license and maintenance fees was $339,000 and the decline in
professional services revenues was $151,000. Software license and maintenance
fees were $342,000 for the first quarter of fiscal 2002 compared to $681,000 for
the first quarter of fiscal 2001, a decrease of 50%. Professional services
revenues were $243,000 for the first quarter of fiscal 2002 compared to $394,000
for the first quarter of fiscal 2001, a decrease of 38%.

     The decreases in revenues are primarily attributable to the global economic
slowdown. Many companies have chosen to defer or reduce the rate of spending on
certain information technology ("IT") projects, with IT funding becoming more
directed toward projects that are considered critical to companies' operations,
or are viewed as necessary for competitive reasons. This reduced spending on
software and services has negatively impacted our revenues.

     COST OF REVENUES. Total cost of revenues was $347,000 for the first quarter
of fiscal 2002 compared to $445,000 for the first quarter of fiscal 2001, a
decrease of $98,000 or 22%. The decrease in total cost of revenues corresponds
to the overall decline in revenues, discussed above.

     Cost of software license and maintenance fees includes the costs of
providing customer support services, royalty expenses, the cost of third-party
software sold, and, to a lesser degree, the costs of media, manuals, duplication
and shipping related to sales of certain of our software products. Customer
support is primarily telephone or online (Internet) support for customers who
have purchased maintenance in conjunction with software license purchases. Cost
of software license and maintenance fees was $111,000 for the first quarter of
fiscal 2002 compared to $113,000 for the first quarter of fiscal 2001, a
decrease of $2,000 or 2%.

     Professional services costs consist primarily of compensation and related
benefits, and travel and equipment for Company personnel responsible for
providing consulting and training services to customers. Professional services
costs were $235,000 for the first quarter of fiscal 2002 compared to $332,000
for the first quarter of fiscal 2001, a decrease of $97,000 or 29%. This
decrease was primarily attributable to reductions in personnel costs. Due to the
under-utilization of professional staff, total costs of professional services
did not decrease at the same rate as services revenues between periods.

     GROSS MARGINS. Total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 41% and 59% for the quarters ended
June 30, 2001 and 2000, respectively. Gross margin percentages were 68% and 83%
for software license and maintenance fees, and 3% and 16% for professional
services for the first quarters of fiscal 2002 and 2001, respectively. The gross
margin percentages for software license and maintenance fees are impacted by the
proportion of customer support services costs to the amount of software



                                       7
<PAGE>   9

license and maintenance fees generated in a given period. These percentages also
fluctuate depending on the mix of software products and the varying royalty
expenses, if any, associated with those products. The gross margin percentages
for professional services vary depending on the utilization rates for billable
consultants, the timing and amount of costs incurred for recruiting and training
services consultants, and the type of services provided. The gross margin
percentage for professional services in the first quarter of fiscal 2002 was
lower than the gross margin percentage in fiscal 2001 due to the decrease in
professional services revenues, with the resulting lower utilization rates of
our billable consultants.

     GENERAL AND ADMINISTRATIVE. General and administrative expenses include the
costs of general management, finance, legal, accounting, investor relations,
office facilities and other administrative functions. General and administrative
expenses were $475,000 for the first quarter of fiscal 2002 compared to $580,000
for the first quarter of fiscal 2001, a decrease of $105,000 or 18%. The
decrease is primarily due to ongoing efforts to reduce general operating
expenses.

     SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and benefits of our sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
and other promotional activities. Sales and marketing expenses were $1,052,000
for the first quarter of fiscal 2002 compared to $1,185,000 for the first
quarter of fiscal 2001, a decrease of $133,000 or 11%. Expenses in the first
quarter of fiscal 2001 included higher levels of spending on advertising and
promotion, and the operating costs for our Korean branch. The Seoul, Korea
office was closed in the fourth quarter of fiscal 2001.

     RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $452,000 for the first quarter of fiscal 2002, compared to $474,000 for the
first quarter of fiscal 2001, a decrease of $22,000 or 5%. The decrease is
primarily attributable to non-recurring incentive compensation expense recorded
in the first quarter of fiscal 2001. No such expense was incurred in the first
quarter of fiscal 2002.

     AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. In the first quarter of fiscal 2002, amortization of goodwill and
other intangible assets amounted to $44,000 compared to $141,000 for the first
quarter of fiscal 2001, a decrease of $97,000 or 69%. The decrease is due to the
write-down of goodwill and other intangible assets recorded in the fourth
quarter of fiscal 2001, which reduced the amount of these assets subject to
amortization in the first quarter of fiscal 2002 and subsequent quarters.

     NET INTEREST INCOME. Net interest income consists principally of interest
income on cash equivalents and short-term investments, comprised primarily of
money market funds and high-grade bonds and bond funds with average maturities
of less than two years. Net interest income was $223,000 for the first quarter
of fiscal 2002 compared to $341,000 for the first quarter of fiscal 2001, a
decrease of $118,000 or 35%. The decrease is due to the combined effect of lower
balances of cash and short-term investments, and lower short-term interest
rates, for the first quarter of fiscal 2002 compared to the prior year's first
quarter.

     INCOME TAXES. In the respective first quarters, the Company calculated a
net deferred tax asset, which was fully offset by a valuation allowance due to
the uncertainty of realization of our net operating loss carryforwards. As a
result, no provision for income taxes was recorded. At March 31, 2001, SEEC had
unused Federal and state net operating loss carryforwards that may be applied to
reduce future taxable income of approximately $8,207,000 and $7,765,000,
respectively. The carryforwards expire at various times from March 31, 2007 to
March 31, 2016. Certain changes in SEEC's ownership could result in an annual
limitation on the amount of carryforwards that may be utilized.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2001, we had cash, cash equivalents, and short-term investments
of $18,597,000 and working capital of $18,383,000. Excess cash has been
invested, and we expect that it will continue to be invested, in
interest-bearing investment grade securities and money market funds. We used
$1,674,000 for operating activities in the three months ended June 30, 2001,
compared to $1,462,000 used for operating activities in the three months



                                       8
<PAGE>   10

ended June 30, 2000. In the three months ended June 30, 2000, we generated
$2,965,000 in cash and cash equivalents from sales of short-term investments,
net of purchases, and we used $162,000 for stock repurchases.

     Our cash balances may be used to develop or expand domestic and
international sales and marketing efforts, to establish additional facilities,
to hire additional personnel, to increase research and development, for capital
expenditures, and for working capital and other general corporate purposes. We
may also utilize cash to develop or acquire other businesses, products or
technologies complementary to our current business. The amounts actually
expended for each such purpose may vary significantly and are subject to change
at our discretion, depending upon certain factors, including economic or
industry conditions, changes in the competitive environment and strategic
opportunities that may arise. We believe that cash flows from operations and the
current cash balances will be sufficient to meet our liquidity needs for the
foreseeable future. In the longer term, we may require additional sources of
capital to fund future growth. Such sources of capital may include additional
equity offerings or debt financings.

SEASONALITY

     We do not believe that our operations are affected by seasonal factors. Our
cash flows may at times fluctuate due to the timing of cash receipts from large
individual sales.

FOREIGN CURRENCY

     The overall effects of foreign currency exchange rates on our business
during the periods discussed have not been material. Movements in foreign
currency exchange rates create a degree of risk to our operations if those
movements affect the dollar value of costs incurred in foreign currencies. The
majority of our billings to date have been denominated in U.S. dollars. Changing
currency exchange rates may affect our competitive position if exchange rate
changes impact profitability and business and/or pricing strategies of non-U.S.
based competitors.

     The functional currency of our foreign subsidiaries is the U.S. dollar.
Monetary assets and liabilities of these subsidiaries and branches are
remeasured at the current exchange rate at the balance sheet date, and
non-monetary items are translated at historical rates. Revenues and expenses are
translated using the average exchange rate during the period.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Interest Rate Risk. Our exposure to market rate risk for changes in
interest rates relates to our cash equivalent instruments and short-term
investments. We invest our excess cash in short-term, floating-rate instruments.
Short-term investments consist of fixed-income securities of government agencies
and high quality corporate issuers. The average duration of the short-term
investment portfolio of debt securities is approximately two years. These
securities are generally classified as available for sale and, consequently, are
recorded on the balance sheet at fair value with unrealized gains or losses, net
of tax, reported as a separate component of accumulated other comprehensive
income (loss). A sharp rise in interest rates could have a material adverse
impact on the fair value of our fixed-income investments. Conversely, declines
in interest rates could have a material impact on interest earnings. We do not
currently use derivative financial instruments to hedge these interest rate
exposures.

     Foreign Currency Risk. We are exposed to foreign currency exchange rate
fluctuations as the financial results of our foreign subsidiaries in India and
the United Kingdom are translated into U.S. dollars. As part of our risk
management strategy, we maintain only nominal foreign currency cash balances,
consisting of working funds necessary to facilitate the short-term operations of
our subsidiaries. We did not hold any material foreign-denominated financial
instruments or contracts, and we have not entered into foreign currency hedge
transactions. The effect of an immediate 10% change in exchange rates would not
have a material impact on our operating results or cash flows.



                                       9
<PAGE>   11

                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS--NOT APPLICABLE

ITEM 2. CHANGES IN SECURITIES--NOT APPLICABLE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES--NOT APPLICABLE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  On August 9, 2001, the Company held its 2001 Annual Meeting of
     Shareholders.

(b)  Directors elected at the August 9, 2001 meeting were Radha R. Basu and
     Dennis Yablonsky. Directors whose terms of office continued after the
     meeting were Ravindra Koka, Beverly Brown, Abraham Ostrovsky, and Glen F.
     Chatfield.

(c)  The following matters were voted upon at the 2001 Annual Meeting of
     Shareholders, with the results indicated:

          (1)  Election of Class II Directors:
<TABLE>
<CAPTION>
                                                                              AUTHORITY    BROKER
                                                                 VOTED FOR     WITHHELD   NON-VOTES
                                                                 ---------    ---------   ---------
                  <S>                                            <C>            <C>
                  Radha R. Basu.............................     5,362,074      35,100         --
                  Dennis Yablonsky..........................     5,362,074      35,100         --
</TABLE>

          (2)  Proposal to approve the SEEC, Inc. 2000 Non-Employee Directors
               Stock Option Plan:

                  Votes for......................................   5,182,176
                  Votes against..................................     206,386
                  Abstentions....................................       8,612
                  Broker non-votes...............................          --

          (3)  Proposal to ratify the appointment of BDO Seidman, LLP as
               independent accountants of the Company for the fiscal year ending
               March 31, 2002:

                  Votes for......................................   5,364,855
                  Votes against..................................      21,216
                  Abstentions....................................      11,103
                  Broker non-votes...............................          --

ITEM 5. OTHER INFORMATION--NOT APPLICABLE







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<PAGE>   12

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS:

    The Exhibits listed below are filed or incorporated by reference as part of
this Form 10-Q.

         EXHIBIT
           NO.                              DESCRIPTION
         --------    -----------------------------------------------------------
          2.1  (5)   Agreement and Plan of Merger dated July 16, 1999 between
                     the Registrant and Mozart Systems Corporation.
          3.1  (1)   The Registrant's Amended and Restated Articles of
                     Incorporation.
          3.2  (1)   The Registrant's Amended and Restated Bylaws.
         10.1  (1)   SEEC, Inc. 1994 Stock Option Plan.
         10.2  (1)   Registration Rights Agreement dated as of August 15,
                     1996 among the Registrant and certain of its shareholders.
         10.3  (1)   Agreement dated July 16, 1996 between the Registrant and
                     Raj Reddy.
         10.4  (2)   SEEC, Inc. 1997 Stock Option Plan.
         10.5  (4)   Asset Purchase Agreement dated August 7, 1998, between the
                     Registrant and ERA.
         10.6  (3)   SEEC, Inc. 1998 Employee Stock Purchase Plan.
         10.7  (5)   Employment Agreement dated August 3, 1999 between Mozart
                     Systems Corporation and Alan P. Parnass.
         10.8  (5)   Non-Competition Agreement dated August 3, 1999 between
                     Mozart Systems Corporation and Alan P. and Kim I. Parnass.
         10.9  (6)   Agreement and Release dated March 7, 2000 between the
                     Registrant and Allen Gart.
         10.10 (6)   Employment Agreement dated March 10, 2000 between the
                     Registrant and Ravindra Koka.
         10.11 (6)   Employment Agreement dated March 10, 2000 between the
                     Registrant and John D. Godfrey.
         10.12 (6)   Employment Agreement dated March 10, 2000 between the
                     Registrant and Richard J. Goldbach.
         10.13 (7)   Agreement dated September 22, 2000 between the Registrant
                     and Alan Parnass.
         10.14 (8)   Employment Agreement dated February 2, 2001 between the
                     Registrant and Alan Parnass.
         10.15 (9)   Employment Agreement dated November 15, 1993 between the
                     Registrant and Shankar Krish.
         10.16       Employment Agreement dated June 13, 2001 between the
                     Registrant and Bruce W. Cameron
         21.1  (6)   Subsidiaries of the Company.

----------

(1)  Incorporated by reference to Exhibits to the Company's Registration
     Statement on Form S-1, File No. 333-14027.

(2)  Incorporated by reference to Exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended March 31, 1997, File No. 0-21985.

(3)  Incorporated by reference to the Company's Registration Statement on Form
     S-8, File No. 333-62149.

(4)  Incorporated by reference to Exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended March 31, 1999, File No. 0-21985.

(5)  Incorporated by reference to the Company's Report on Form 8-K dated August
     4, 1999, File No. 0-21985.

(6)  Incorporated by reference to Exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended March 31, 2000, File No. 0-21985.

(7)  Incorporated by reference to the Company's Registration Statement on Form
     S-8, File No. 333-54366.



                                       11
<PAGE>   13

(8)  Incorporated by reference to Exhibits to the Company's Quarterly Report on
     Form 10-Q for the period ended December 31, 2000, File No. 0-21985.

(9)  Incorporated by reference to Exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended March 31, 2001, File No. 0-21985.

(b) REPORTS ON FORM 8-K:

     No reports on Form 8-K were filed during the quarter ended June 30, 2001.



















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<PAGE>   14

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                       SEEC, Inc.
                                         ---------------------------------------
                                                     (Registrant)

Date: August 14, 2001
                                     By:         /s/  RAVINDRA KOKA
                                         ---------------------------------------
                                                     Ravindra Koka
                                            President, Chief Executive Officer
                                                       and Director


                                      By:      /s/  RICHARD J. GOLDBACH
                                         ---------------------------------------
                                                   Richard J. Goldbach
                                          Treasurer and Chief Financial Officer












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