<PAGE>

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-Q/A
                               AMENDMENT NO. 1 TO


(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, 2002

                                       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, 2002, there were 6,082,144 outstanding shares of Common
Stock, par value $.01 per share, of SEEC, Inc.

================================================================================


<PAGE>

RESTATEMENT OF PRIOR FINANCIAL INFORMATION

     As previously reported SEEC, Inc. ("SEEC" or the "Company") determined
that the financial results for each of the quarters ended June 30, September 30
and December 31, 2002 required restatement. The total impact of the adjustments
is a reduction of the Company's revenues by $179,496 over the nine-month period,
and a $179,496 increase in the net loss for the nine months ended December 31,
2002. The adjustments represent a reduction of 6.2% in the Company's previously
reported total revenues for the nine months, and an increase of 6.4% in the
previously reported net loss for the nine-month period.

     The restatement arises from a correction in accounting for sales of annual
software licenses which include maintenance (also known as "post contract
support" or "customer support and upgrades"). The Company's original accounting
treatment for these transactions was to apportion the total fees to the
transaction components - software license and maintenance. Revenues for the
license component were recognized upon delivery of the software to the customer
(provided all other criteria for revenue recognition were met), and maintenance
revenues were recognized ratably over the twelve-month license period. The
allocation of fees was based upon Company pricing conventions historically
applied to its perpetual software license sales which typically include annually
renewable maintenance.

     The Company determined that the proper accounting treatment for these
transactions is to recognize both the software license and maintenance revenues
ratably over the twelve-month license term. All of the cash related to these
transactions had been collected by March 31, 2003, and the revenues deferred as
a result of the restatements are recognizable in periods subsequent to December
31, 2002.

     The financial results presented in this report reflect the restatement of
the Company's financial results. For the three months ended June 30, 2002, the
total impact of the adjustment is a reduction of the Company's consolidated
revenues by $67,753, or 8.3%, and an increase in the net loss by $67,753, or
4.5%. The net loss per share for the three months ended June 30, 2002 increases
from $0.25 to $0.26 with the restatement.

     In order to preserve the nature and character of the disclosures set forth
in such items as originally filed, this Amendment No. 1 does not reflect events
occurring after the filing of the original Quarterly Report on Form 10-Q on
August 14, 2002, or modify or update the disclosures presented in the original
Quarterly Report on Form 10-Q, except to reflect the revisions as described
above.

     Certain amounts in the historical periods presented have been reclassified
to conform to current presentation standards.

AMENDED ITEMS

     The Company hereby amends the following items, financial statements,
exhibits or other portions of its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002, as set forth herein:

     PART I FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS.

     The financial information of the Company is amended to read in its entirety
as set forth at pages 4 through 10 herein and is incorporated herein by
reference.

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

     The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" is amended to read in
its entirety as set forth at pages 10 through 16 herein and is incorporated
herein by reference.


                                       1


<PAGE>

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     The list of exhibits set forth in, and incorporated by reference from, the
Exhibit Index, is amended to include the following additional exhibits, filed
herewith:

<TABLE>
<CAPTION>
       EXHIBIT
         NO.                           DESCRIPTION
       -------  ----------------------------------------------------------------
<S>             <C>
        31.1    Certification of Chief Executive Officer pursuant to Rule
                13a-14(a), as adopted pursuant to section 302 of the
                Sarbanes-Oxley Act of 2002.

        31.2    Certification of Chief Financial Officer pursuant to Rule
                13a-14(a), as adopted pursuant to section 302 of the
                Sarbanes-Oxley Act of 2002.

        32.1    Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act Of 2002.

        32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act Of 2002.
</TABLE>


                                       2


<PAGE>

                                   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, 2002 and 2001...................................................  4

  Condensed Consolidated Balance Sheets as of June 30, 2002 and
    March 31, 2002...........................................................  5

  Condensed Consolidated Statements of Cash Flows for the three months
    ended June 30, 2002 and 2001.............................................  6

  Notes to Unaudited Consolidated Financial Statements.......................  7

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations.......................................... 10

Item 3. Quantitative and Qualitative Disclosures about Market Risk........... 16

PART II--OTHER INFORMATION

Item 1. Legal Proceedings.................................................... 17

Item 2. Changes in Securities................................................ 17

Item 3. Defaults Upon Senior Securities...................................... 17

Item 4. Submission of Matters to a Vote of Security Holders.................. 17

Item 5. Other Information.................................................... 17

Item 6. Exhibits and Reports on Form 8-K..................................... 17

SIGNATURES................................................................... 19
</TABLE>


                                       3


<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                   SEEC, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED JUNE 30,
                                                         ----------------------------
                                                            2002             2001
                                                         -----------      -----------
<S>                                                      <C>              <C>
REVENUES:
Software license and maintenance fees                    $   540,920      $   342,357
Professional services                                        203,319          257,197
                                                         -----------      -----------
Total revenues                                               744,239          599,554
                                                         -----------      -----------
OPERATING EXPENSES:
Cost of revenues:

Software license and maintenance fees                         87,606          111,384
Professional services                                        196,203          249,756
                                                         -----------      -----------
Total cost of revenues                                       283,809          361,140
General and administrative                                   423,626          474,737
Sales and marketing                                          935,357        1,051,828
Research and development                                     389,016          452,226
Amortization of goodwill and other intangible assets           7,369           44,019
Restructuring costs                                          344,253               --
                                                         -----------      -----------
Total operating expenses                                   2,383,430        2,383,950
                                                         -----------      -----------
LOSS FROM OPERATIONS                                      (1,639,191)      (1,784,396)
NET INTEREST INCOME                                           78,881          223,218
                                                         -----------      -----------
NET LOSS                                                 $(1,560,310)     $(1,561,178)
                                                         ===========      ===========
Basic and diluted net loss per common share              $     (0.26)     $     (0.26)
                                                         ===========      ===========
Weighted average number of basic and
  diluted common and common equivalent
  shares outstanding                                       6,082,144        6,103,692
                                                         ===========      ===========
</TABLE>


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


                                       4


<PAGE>

                                   SEEC, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                    JUNE 30,          MARCH 31,
                                                      2002              2002
                                                  ------------      ------------
                                                   (UNAUDITED)       (AUDITED*)
<S>                                               <C>               <C>
                    ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                       $  9,362,694      $ 10,473,967
  Short-term investments                             3,666,988         3,932,412
  Accounts receivable - trade, net                     686,996           448,404
  Prepaid expenses and other current assets            329,302           433,358
                                                  ------------      ------------
    Total current assets                            14,045,980        15,288,141

PROPERTY AND EQUIPMENT, NET                            705,716           831,120

INTANGIBLE ASSETS, NET                                  64,260            60,291
                                                  ------------      ------------
                                                  $ 14,815,956      $ 16,179,552
                                                  ============      ============
       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                        $    288,071      $    280,481
  Accrued compensation                                 477,700           410,801
  Other current liabilities                            286,082           244,573
  Deferred revenues                                    349,661           288,526
  Income taxes payable                                  42,547            40,794
                                                  ------------      ------------
    Total current liabilities                        1,444,061         1,265,175
                                                  ------------      ------------

SHAREHOLDERS' EQUITY:
  Preferred stock--no par value; 10,000,000
    shares authorized; none issued
  Common stock--$.01 par value; 20,000,000
    shares authorized; 6,309,187 shares issued          63,092            63,092
  Additional paid-in capital                        34,589,206        34,589,206
  Accumulated deficit                              (20,470,503)      (18,906,681)
  Less treasury stock, at cost--227,043 shares        (827,605)         (827,605)
  Accumulated other comprehensive income (loss)         17,705            (3,635)
                                                  ------------      ------------
    Total shareholders' equity                      13,371,895        14,914,377
                                                  ------------      ------------
                                                  $ 14,815,956      $ 16,179,552
                                                  ============      ============
</TABLE>

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

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


                                       5


<PAGE>

                                   SEEC, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED JUNE 30,
                                                             ------------------------------
                                                                 2002              2001
                                                             ------------      ------------
<S>                                                          <C>               <C>
CASH FLOWS USED BY OPERATING ACTIVITIES                      $ (1,394,266)     $ (1,674,290)
                                                             ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment, net of disposals           (5,668)          (20,122)
   Purchases of short-term investments                                 --          (767,057)
   Sales of short-term investments                                300,000           758,819
   Other, net                                                     (11,339)           (1,787)
                                                             ------------      ------------
     Net cash provided (used) by investing activities             282,993           (30,147)
                                                             ------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                      (1,111,273)       (1,704,437)
Cash and cash equivalents, beginning of period                 10,473,967        16,049,397
                                                             ------------      ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                     $  9,362,694      $ 14,344,960
                                                             ============      ============
</TABLE>


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


                                       6


<PAGE>

                                   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 accounting principles
generally accepted in the United States of America 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, 2002.

2. REVENUE RECOGNITION

   The Company recognizes revenue in accordance with generally accepted
accounting principles that have been prescribed for the software industry. The
accounting rules related to revenue recognition are complex and are affected by
interpretations of the rules and an understanding of industry practices, both of
which are subject to change. Consequently, the revenue recognition accounting
rules require management to make significant judgments.

   Revenues are derived from the license of software products, customer support
and maintenance contracts, and professional services contracts, including
consulting and training services. Software license revenues represent fees
earned from granting customers licenses to use our software, and excludes
revenues derived from software upgrades, maintenance releases and patches, which
are included as part of customer support and maintenance contracts during the
term of the contract period. Customer support and maintenance contracts are
generally priced as a percentage of the software license fees. The Company
recognizes revenues for licensed software in accordance with Statement of
Position ("SOP") 97-2, "Software Revenue Recognition" (as amended and
interpreted), SOP 98-9, "Software Revenue Recognition, With Respect To Certain
Arrangements," and related interpretations and Securities and Exchange
Commission Staff Accounting Bulletin ("SAB") 101, and related interpretations
and amendments.

     The Company recognizes revenue upon meeting all of the following criteria:
(i) execution of a written agreement signed by us and the customer; (ii)
delivery of software has occurred; (iii) the fee for the software is fixed or
determinable; (iv) collection is reasonably assured; and (v) vendor specific
objective evidence ("VSOE") of fair value exists to allocate the total fee to
elements of an arrangement. The Company uses a signed contract or purchase order
as evidence of an arrangement for professional services, software licenses and
maintenance renewals. Licensed software is delivered to customers on a CD-ROM or
electronically. The Company assesses whether fees are fixed or determinable at
the time of sale. SEEC's standard payment terms are net 30; however, terms may
vary. Payments that are due within twelve months are generally deemed to be
fixed or determinable based on the Company's successful collection history on
such arrangements, and thereby satisfy the required criteria for revenue
recognition. The Company assesses collectibility based on a number of factors,
including the customer's past payment history and its current creditworthiness.
If it is determined that collection of a fee is not reasonably assured, the
Company defers the revenue and recognizes it at the time collection becomes
reasonably assured, generally upon receipt of cash payment. VSOE is based on the
price generally charged when an element is sold separately, or if not yet sold
separately, the price established by authorized management. Customer support and
maintenance contract revenues are deferred and recognized ratably over the term
of the related agreement, generally twelve months.

                                       7

<PAGE>

     For arrangements with multiple elements, the Company allocates revenue to
each element of a transaction based upon its fair value, or indirectly based the
fair value of other elements, as determined by VSOE. VSOE of fair value for all
elements of an arrangement is based upon the normal pricing and discounting
practices for those products and services when sold separately, and for customer
support and maintenance contracts, is additionally measured by the renewal rate
offered to the customer. The Company defers revenue for any undelivered
elements, and recognizes revenue when the product is delivered, or over the
period in which the service is performed, in accordance with its revenue
recognition policy for such element. In circumstances where VSOE for undelivered
elements of a multiple element contract is not determinable, revenue on the
contract is deferred until either fair value is determinable or when all
elements are delivered, unless the only undelivered element is maintenance, in
which case the total arrangement fee is recognized ratably over the remaining
maintenance period. In accounting for sales of annual software licenses which
include customer support and maintenance, the Company recognizes both the
software license and maintenance revenues ratably over the twelve-month license
term. If the fair value of a delivered element has not been established, the
residual method is used to record revenue if the fair value of all undelivered
elements is determinable. Under the residual method, the fair value of the
undelivered elements is deferred and the remaining portion of the arrangement
fee is allocated to the delivered elements and is recognized as revenue. Unless
there exists sufficient evidence to the contrary, separate contracts with the
same entity or related parties that are entered into at or near the same time
are presumed to have been negotiated as a package and are therefore considered
as a single arrangement when evaluating the underlying elements. Amounts
received in advance of the delivery of products or performances of services are
classified as deferred revenues in the consolidated balance sheets.

     Consulting services are typically provided in support of product license
sales to help customers more effectively use the Company's software products, or
to deploy and customize the Company's solutions and products at customer
locations. Engagements may include end-to-end project services or project
management services, delivered either at the customer location or off-site by
project consultants. Training includes a variety of courses to help customers
apply SEEC's software products and methodologies. Consulting and training
services are provided under time-and-materials contracts. Revenues from
time-and-materials contracts are recognized as the services are provided. If
there is a significant uncertainty about the project completion or receipt of
payment for the consulting services, revenue is deferred until the uncertainty
is sufficiently resolved. In accordance with Emerging Issues Task Force ("EITF")
Topic No. 01-14, "Income Statement Characterization of Reimbursements Received
for 'Out-of-Pocket' Expenses Incurred," we characterize reimbursements received
for out-of-pocket expenses as revenue and the associated costs as cost of
revenues in the statement of operations.

     The Company's revenue recognition policies described above are the same for
indirect sales to service provider partners, resellers or other channel partners
as they are for direct sales to end user customers. For indirect sales (such as
to resellers) where sales prices may be discounted, revenues are recorded at the
discounted amount. No special rights-of-return, price protections or similar
rights that might defer revenue recognition are offered under indirect sales
arrangements.

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, 2002, the Company had used $1.8 million to repurchase
441,875 shares, of which 214,832 shares were reissued to cover Employee Stock
Purchase Plan transactions, stock option exercises, and stock warrant exercises.
Repurchased shares are recorded as treasury shares.

4. NET LOSS PER SHARE

     Net loss per share 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 three months ended June 30, 2002 and 2001,
because their effect is not dilutive.





                                       8


<PAGE>


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:

                                                     THREE MONTHS ENDED
                                                          JUNE 30,
                                                ----------------------------
                                                   2002             2001
                                                -----------      -----------
     Net loss                                   ($1,560,310)     $(1,561,178)
     Unrealized gain (loss) on investments,
     net of taxes                                    21,340          (40,702)
                                                -----------      -----------
     Total comprehensive loss                   ($1,538,970)     $(1,601,880)
                                                ===========      ===========


6. RESTRUCTURING COSTS

     In June 2002, in response to the general slowdown in the economy, the
Company adopted a formal plan to reduce operating costs. A key component of the
plan was the decision to discontinue the Company's direct sales strategy for its
Axcess(TM) for Insurance solutions, allowing the Company to reduce operating
costs while focusing its direct sales efforts on the SEEC Mosaic(R) Studio
product line. The Company intends to enter into alliances with strategic
partners to continue to market its Axcess for Insurance solutions.

     In connection with these actions, during the three months ended June 30,
2002, the Company recorded restructuring costs of $344,253 in accordance with
Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring) and SEC Staff Accounting Bulletin No.
100, Restructuring and Impairment Charges. Included in the charge was $63,018
for the abandonment and write-off of excess property and equipment. An accrued
liability was recorded for the remaining $281,235 in charges. Of this amount,
$146,235 was recorded for workforce reduction, consisting of severance and
extended insurance benefits attributable to 10 employees, primarily in the
Company's sales and marketing functions. The remaining $135,000 represents an
accrual for non-cancelable lease payments, less management's estimates of
sublease income. These estimates will be evaluated by the Company quarterly and
are subject to change based on actual events.

     All charges associated with the restructuring are included as restructuring
costs under operating expenses in the statement of operations. Below is a
summary of the restructuring costs:

<TABLE>
<CAPTION>
                                        CHARGED TO
                                        OPERATIONS
                                       THREE MONTHS      TOTAL      RESTRUCTURING
                                           ENDED          CASH     LIABILITIES AT
                                       JUNE 30, 2002    PAYMENTS    JUNE 30, 2002
                                       -------------    --------   --------------
<S>                                       <C>           <C>            <C>
Cash Provisions:
  Workforce reduction.................... $146,235      $(20,010)      $126,225
  Non-cancelable leases..................  135,000            --        135,000
                                          --------      ---------      --------
                                           281,235      $ (20,010)     $261,225
                                          ========      =========      ========
Non-cash:
  Write-off of excess property
    and equipment.......................   63,018
                                          --------
                                          $344,253
                                          ========
</TABLE>







                                       9
<PAGE>


7. INCOME TAXES

     In the three months ended June 30, 2002 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 periods. As of March 31,
2002, the Company had unused Federal and state net operating loss carryforwards
that may be applied to reduce future taxable income of approximately $13,647,000
and $10,297,000, respectively. The carryforwards expire at various times from
March 31, 2007 to March 31, 2022. 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, 2002.
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. ("SEEC" or the "Company") provides business-to-business ("B2B")
software solutions for insurance, financial services, telecommunications and
other industries. The Company's solutions are built upon SEEC Mosaic(R) Studio,
a platform for scalable B2B systems that extend and connect existing business
processes and systems with the Web. SEEC's solutions reuse the mission-critical
business rules locked within existing applications without disrupting current
operations or replacing back-end administrative systems. As a result, projects
can be implemented more rapidly and at lower cost, and with lower risk than with
traditional approaches.

     The growth of the Web as a medium for business and the rapid development of
B2B technologies such as XML (eXtensible Markup Language) and Web services are
driving large enterprises to externalize their traditional business processes to
improve efficiency, maintain their competitiveness, and enable future growth.
Our solutions focus on preserving the competitive advantages inherent in current
financial, customer service and industrial systems while allowing companies to
utilize the underlying value of these systems in new Web-centric business
processes. SEEC Mosaic Studio supports these efforts by externalizing the
business rules within current systems and by providing means for quickly
integrating those systems with the Web.

     The SEEC Mosaic Studio solutions are used in a wide range of industries,
and SEEC is now incorporating the SEEC Mosaic technologies in its Axcess(TM)
industry solutions for insurance and other sectors. The first of theSe
solutions, Axcess for Insurance, includes component templates that allow
insurance carriers to quickly automate and externalize their key sales processes
to agent and broker business partners. Axcess can reduce the carriers' costs and
improve their relations with the agents and brokers that account for the vast
majority of insurance sales. Axcess, along with SEEC Mosaic Studio, provides a
new alternative to "build vs. buy" for B2B initiatives that offers a faster
return on investment. As discussed in Note 6 to the Financial Statements, in
June 2002 we decided to shift to an indirect sales strategy for selling Axcess
for Insurance solutions. Rather than continue to incur the high costs associated
with direct marketing, we believe we can reduce expenses and still effectively
market our Axcess solutions through alliances with strategic partners.

     SEEC was founded in 1988 to develop tools and solutions for reengineering
of legacy COBOL (the Common Business Oriented Language) 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,




                                       10


<PAGE>
we introduced SEEC Mosaic Studio. 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 service provider
partners.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We prepare our financial statements in accordance with accounting
principles generally accepted in the United States of America, which require us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities. We periodically evaluate these estimates, including those related
to our revenue recognition, allowance for doubtful accounts, and intangible
assets. We base our estimates on historical experience and various other
assumptions that we believe to be reasonable based on the specific
circumstances, the results of which form the basis for making judgments about
the carrying value of certain assets and liabilities that are not readily
apparent from other sources. Actual results could differ from these estimates.

     We believe the following critical accounting policies impact the most
significant judgments and estimates used in the preparation of our consolidated
financial statements. Information regarding our other accounting policies is
included in our Annual Report on Form 10-K for the year ended March 31, 2002.

     Revenue Recognition. The Company recognizes revenue in accordance with
generally accepted accounting principles that have been prescribed for the
software industry. The accounting rules related to revenue recognition are
complex and are affected by interpretations of the rules and an understanding of
industry practices, both of which are subject to change. Consequently, the
revenue recognition accounting rules require management to make significant
judgments.

     Revenues are derived from the license of software products, customer
support and maintenance contracts, and professional services contracts,
including consulting and training services. Software license revenues represent
fees earned from granting customers licenses to use our software, and excludes
revenues derived from software upgrades, maintenance releases and patches, which
are included as part of customer support and maintenance contracts during the
term of the contract period. Customer support and maintenance contracts are
generally priced as a percentage of the software license fees. The Company
recognizes revenues for licensed software in accordance with Statement of
Position ("SOP") 97-2, "Software Revenue Recognition" (as amended and
interpreted), SOP 98-9, "Software Revenue Recognition, With Respect To Certain
Arrangements," and related interpretations and Securities and Exchange
Commission Staff Accounting Bulletin ("SAB") 101, and related interpretations
and amendments.

     The Company recognizes revenue upon meeting all of the following criteria:
(i) execution of a written agreement signed by us and the customer; (ii)
delivery of software has occurred; (iii) the fee for the software is fixed or
determinable; (iv) collection is reasonably assured; and (v) vendor specific
objective evidence ("VSOE") of fair value exists to allocate the total fee to
elements of an arrangement. The Company uses a signed contract or purchase order
as evidence of an arrangement for professional services, software licenses and
maintenance renewals. Licensed software is delivered to customers on a CD-ROM or
electronically. The Company assesses whether fees are fixed or determinable at
the time of sale. SEEC's standard payment terms are net 30; however, terms may
vary. Payments that are due within twelve months are generally deemed to be
fixed or determinable based on the Company's successful collection history on
such arrangements, and thereby satisfy the required criteria for revenue
recognition. The Company assesses collectibility based on a number of factors,
including the customer's past payment history and its current creditworthiness.
If it is determined that collection of a fee is not reasonably assured, the
Company defers the revenue and recognizes it at the time collection becomes
reasonably assured, generally upon receipt of cash payment. VSOE is based on the
price generally charged when an element is sold separately, or if not yet sold
separately, the price established by authorized management. Customer support and
maintenance contract revenues are deferred and recognized ratably over the term
of the related agreement, generally twelve months.


                                       11


<PAGE>
     For arrangements with multiple elements, the Company allocates revenue to
each element of a transaction based upon its fair value, or indirectly based the
fair value of other elements, as determined by VSOE. VSOE of fair value for all
elements of an arrangement is based upon the normal pricing and discounting
practices for those products and services when sold separately, and for customer
support and maintenance contracts, is additionally measured by the renewal rate
offered to the customer. The Company defers revenue for any undelivered
elements, and recognizes revenue when the product is delivered, or over the
period in which the service is performed, in accordance with its revenue
recognition policy for such element. In circumstances where VSOE for undelivered
elements of a multiple element contract is not determinable, revenue on the
contract is deferred until either fair value is determinable or when all
elements are delivered, unless the only undelivered element is maintenance, in
which case the total arrangement fee is recognized ratably over the remaining
maintenance period. In accounting for sales of annual software licenses which
include customer support and maintenance, the Company recognizes both the
software license and maintenance revenues ratably over the twelve-month license
term. If the fair value of a delivered element has not been established, the
residual method is used to record revenue if the fair value of all undelivered
elements is determinable. Under the residual method, the fair value of the
undelivered elements is deferred and the remaining portion of the arrangement
fee is allocated to the delivered elements and is recognized as revenue. Unless
there exists sufficient evidence to the contrary, separate contracts with the
same entity or related parties that are entered into at or near the same time
are presumed to have been negotiated as a package and are therefore considered
as a single arrangement when evaluating the underlying elements. Amounts
received in advance of the delivery of products or performances of services are
classified as deferred revenues in the consolidated balance sheets.

     Consulting services are typically provided in support of product license
sales to help customers more effectively use the Company's software products, or
to deploy and customize the Company's solutions and products at customer
locations. Engagements may include end-to-end project services or project
management services, delivered either at the customer location or off-site by
project consultants. Training includes a variety of courses to help customers
apply SEEC's software products and methodologies. Consulting and training
services are provided under time-and-materials contracts. Revenues from
time-and-materials contracts are recognized as the services are provided. If
there is a significant uncertainty about the project completion or receipt of
payment for the consulting services, revenue is deferred until the uncertainty
is sufficiently resolved. In accordance with Emerging Issues Task Force ("EITF")
Topic No. 01-14, "Income Statement Characterization of Reimbursements Received
for 'Out-of-Pocket' Expenses Incurred," we characterize reimbursements received
for out-of-pocket expenses as revenue and the associated costs as cost of
revenues in the statement of operations.

     The Company's revenue recognition policies described above are the same for
indirect sales to service provider partners, resellers or other channel partners
as they are for direct sales to end user customers. For indirect sales (such as
to resellers) where sales prices may be discounted, revenues are recorded at the
discounted amount. No special rights-of-return, price protections or similar
rights that might defer revenue recognition are offered under indirect sales
arrangements.

     Impairment of Goodwill and Intangible Assets. We record intangible assets
when we acquire other companies. The cost of the acquisition is allocated to the
assets and liabilities acquired, including intangible assets, with the remaining
amount being classified as goodwill. We periodically review the carrying amounts
of goodwill and intangible assets for indications of impairment. If impairment
is indicated, we assess the value of the intangible assets. The value of
goodwill and intangible assets has been amortized to operating expense over
time, with in-process research and development recorded as a one-time charge on
the acquisition date. Under current accounting guidelines that became effective
on July 1, 2001, goodwill arising from transactions occurring after June 30,
2001 and any existing goodwill as of April 1, 2002 are no longer amortized to
expense but rather are periodically assessed for impairment. As a result of
write-downs of goodwill resulting from impairment evaluations performed in
fiscal 2001 and 2002, no goodwill exists as of April 1, 2002. We periodically
review the estimated remaining useful lives of our remaining intangible assets.
A reduction in our estimate of remaining useful lives, if any, could result in
increased amortization expense in future periods. See Notes 2 and 3 to the
Consolidated Financial Statements for the year ended March 31, 2002.

     Allowance for Doubtful Accounts. We record allowances for estimated losses
resulting from the inability of our customers to make required payments. We
assess the credit worthiness of our customers based on past




                                       12


<PAGE>
collection history and specific risks identified in our outstanding accounts
receivable. If the financial condition of a customer deteriorates such that its
ability to make payments might be impaired, or if payments from a customer are
significantly delayed, additional allowances might be required, resulting in
future bad debt expense not provided in the allowance for doubtful accounts at
June 30, 2002.

     Restructuring Costs. In June 2002, SEEC's management formally adopted a
plan to reduce operating costs, including the discontinuation of our direct
sales strategy related to Axcess for Insurance solutions. We have accounted for
the related restructuring costs in accordance with Emerging Issues Task Force
Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring) and SEC Staff Accounting Bulletin No. 100, Restructuring and
Impairment Charges. A significant portion of the restructuring costs related to
excess facilities, primarily from non-cancelable leases and other costs for the
abandonment or disposal of property and equipment. Estimates related to
non-cancelable lease costs and sublease income are based on certain assumptions,
including those regarding the period during which we will be successful in
contracting with a sub-lessee or sub-lessees, and sublease rates which can be
achieved. We review these estimates each reporting period, and to the extent
that these assumptions change due to changes in the market, the ultimate
restructuring expenses for these excess facilities could vary.

COMPARISON OF THREE-MONTH PERIODS ENDED JUNE 30, 2002 AND 2001

     The following section includes information related to changes in SEEC's
Consolidated Statements of Operations. References to the first quarter of fiscal
2003 and to the first quarter of fiscal 2002 refer to the three-month periods
ended June 30, 2002 and June 30, 2001, respectively.

     REVENUES. Total revenues for the first quarter of fiscal 2003 were $744,000
compared to $599,000 for the first quarter of fiscal 2002, an increase of
$145,000 or 24%. Software license and maintenance fees were $541,000 for the
first quarter of fiscal 2003 compared to $342,000 for the first quarter of
fiscal 2002, an increase of $199,000 or 58%. Professional services revenues were
$203,000 for the first quarter of fiscal 2003 compared to $257,000 for the first
quarter of fiscal 2002, a decrease of $54,000 or 21%.

     The increase in revenues is attributable to an increase in sales of our
SEEC Mosaic Studio solution, particularly a large sale to a customer in the
insurance sector. That was partially offset by the decline in professional
services revenues, as many companies continued to defer or reduce the rate of
spending on IT projects.

     COST OF REVENUES. Total cost of revenues was $284,000 for the first quarter
of fiscal 2003 compared to $361,000 for the first quarter of fiscal 2002, a
decrease of $77,000 or 21%. The decrease in total cost of revenues is primarily
due to a decline in personnel costs, as discussed below.

     Cost of software license and maintenance fees includes the costs of
providing customer support services, 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 delivered via telephone or online (Internet) to customers who have
purchased maintenance in conjunction with software license purchases. Cost of
software license and maintenance fees was $88,000 for the first quarter of
fiscal 2003 compared to $111,000 for the first quarter of fiscal 2002, a
decrease of $23,000 or 21%. Expenses in the fiscal 2002 period included higher
costs for customer support personnel and third-party software sold.

     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 $196,000 for the first quarter of fiscal 2003 compared to $250,000
for the first quarter of fiscal 2002, a decrease of $54,000 or 22%. The decrease
in professional services costs was attributable primarily to a reduction in
employment-related expenses.

     GROSS MARGINS. Total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 62% for the three months ended June
30, 2002 compared to 40% for the three months ended June 30, 2001. Gross margin
percentages were 84% and 67% for software license and maintenance fees for the
first quarters of





                                       13


<PAGE>

fiscal 2003 and 2002, 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 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 were 3%
for each of the first quarters of fiscal 2003 and 2002. These percentages may
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.

     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 $424,000 for the first quarter of fiscal 2003 compared to $475,000
for the first quarter of fiscal 2002, a decrease of $51,000 or 11%. This
decrease was primarily a result of a reduction in employment-related costs.

     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,
trade shows, and other promotional activities. Sales and marketing expenses were
$935,000 for the first quarter of fiscal 2003 compared to $1,052,000 for the
first quarter of fiscal 2002, a decrease of $117,000 or 11%. Expenses in the
first quarter of fiscal 2002 included higher levels of spending on recruitment
expenses and on advertising and promotion, particularly tradeshows.

     RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $389,000 for the first quarter of fiscal 2003 compared to $452,000 for the
first quarter of fiscal 2002, a decrease of $63,000 or 14%. This decrease was
the result of reductions in employment-related expenses.

     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 2003, amortization of goodwill and
other intangible assets amounted to $7,000 compared to $44,000 in the first
quarter of fiscal 2002, a decrease of $37,000 or 84%. The reduction was due to
the write-down of goodwill recorded in the fourth quarter of fiscal 2002, which
reduced the value of assets subject to amortization in subsequent quarters.

     RESTRUCTURING AND IMPAIRMENT CHARGES. In June 2002, we adopted a formal
plan to reduce operating costs, including the shift in our direct sales strategy
related to Axcess for Insurance solutions. Our strategy in

implementing the restructuring is to reduce operating costs while focusing our
direct sales efforts on the SEEC Mosaic Studio product line. We intend to
continue to market the Axcess for Insurance solution through alliances with
strategic partners, who, we believe, can offer a broader solution for the
insurance market and can leverage their greater sales and marketing resources
and existing customer relationships. In connection with this plan, during the
three months ended June 30, 2002, we recorded restructuring costs of $344,253.
Included in the charge was $63,018 for the abandonment and write-off of excess
property and equipment. An additional $146,235 was recorded for workforce
reduction, consisting of severance and extended insurance benefits attributable
to 10 employees, primarily from our sales and marketing functions. The remaining
$135,000 represents an accrual for non-cancelable lease payments, taking into
account management's estimates of sublease income.

     There can be no assurance that our restructuring activities will be
sufficient to allow us to generate improved operating results in future periods.
It is possible that additional changes in our business or in our industry may
necessitate additional restructuring activities in the future, which may result
in expenses that adversely affect reported results of operations in the period
the restructuring plan is adopted and require incremental cash payments.

     NET INTEREST INCOME. Net interest income consists principally of interest
income on cash equivalents and short-term investments, which are comprised
primarily of money market funds and high-grade bonds with average maturities of
less than two years. Net interest income was $79,000 for the first quarter of
fiscal 2003 compared to $223,000 for the first quarter of fiscal 2002, a
decrease of $144,000 or 65%. This decrease resulted from lower short-term
interest rates combined with the effect of lower cash and short-term investments
balances in the current year period as compared to the prior year period.






                                       14


<PAGE>

     INCOME TAXES. In fiscal 2003 and 2002, we 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, 2002, SEEC had unused Federal and
state net operating loss carryforwards that may be applied to reduce future
taxable income of approximately $13,647,000 and $10,297,000, respectively. The
carryforwards expire at various times from March 31, 2007 to March 31, 2022.
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, 2002, we had cash, cash equivalents, and short-term investments
of $13,030,000 and working capital of $12,602,000. 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
$1,394,000 for operating activities in the three months ended June 30, 2002,
compared to $1,674,000 used for operating activities in the three months ended
June 30, 2001. Our primary investing activities in the three months ended June
30, 2002 consisted of net sales of short-term investments of $300,000, compared
to net purchases of short-term investments of $8,000 in the three months ended
June 30, 2001.

     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 continue operations at the current rate or 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 such changes
impact the 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 remeasured at historical rates. Revenues and expenses are
remeasured at average exchange rates in effect during the period.

RECENT ACCOUNTING STANDARDS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires the use of the purchase method of accounting and prohibits the use
of the pooling-of-interests method of accounting for business combinations
initiated after June 30, 2001. Our previous business combinations were accounted
for using the purchase method. SFAS No. 141 also requires that acquired
intangible assets be recognized apart from goodwill if the acquired intangible
assets meet certain criteria.




                                       15


<PAGE>
In accordance with the guidelines in SFAS No. 142, goodwill and other intangible
assets with indefinite useful lives will be tested for impairment annually, or
more frequently if impairment indicators arise. Separable intangible assets that
are not deemed to have an indefinite life will continue to be amortized over
their useful lives. SFAS No. 142 must be applied to all goodwill and other
intangible assets recognized at December 15, 2001, regardless of when those
assets were initially recognized. In accordance with the provisions of the
statement, we adopted SFAS 142 on April 1, 2002. Under the new standard, we
reassessed the useful lives of other intangible assets during the first quarter
of fiscal 2003. SFAS No. 142 requires that a transitional goodwill impairment
test be completed six months from the date of adoption. The adoption of the new
standards did not have a material affect on our financial position, results of
operations, or cash flows.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for Impairment
or Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." SFAS No. 144 also supercedes certain provisions of APB Opinion No. 30,
"Reporting the Results of Operations--Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." SFAS No. 144 addresses financial accounting and
reporting for the impairment and disposal of long-lived assets and significantly
changes the criteria required to classify an asset as held-for-sale. We adopted
the standard effective April 1, 2002. The adoption of SFAS No. 144 did not have
a material affect on our financial position, results of operations, or cash
flows.

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. As of June 30, 2002, we had operating subsidiaries
located in the United Kingdom and India. We are exposed to foreign currency
exchange rate fluctuations as the financial results of our foreign subsidiaries
are remeasured into U.S. dollars in consolidation. As exchange rates vary, these
results, when remeasured, may vary from expectations and adversely impact
overall profitability. Although the majority of our billings historically have
been denominated in U.S. dollars, the proportion denominated in foreign
currencies has risen with the Asera asset acquisition. We intend to maintain
only nominal foreign currency cash balances, consisting of working funds
necessary to facilitate the short-term operations of our subsidiaries, although
cash collections from our customers may result in temporary excess foreign cash
balances. We believe that this, with the fact that our revenues are either U.S.
dollar-denominated or are based on quoted prices linked to the U.S. dollar,
limit our foreign exchange risk. Changing currency exchange rates may affect our
competitive position if such changes impact the 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 remeasured at historical rates. Revenues and expenses are
remeasured using the average exchange rate during the period.

   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. 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.






                                       16


<PAGE>
                           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--NOT APPLICABLE

ITEM 5. OTHER INFORMATION--NOT APPLICABLE

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/A.

      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(10)   Employment Agreement dated June 13, 2001 between the Registrant
                 and Bruce W. Cameron.

     10.17(11)   SEEC, Inc. 2000 Non-Employee Directors Stock Option Plan.

     10.18(12)   Separation and Release Agreement dated July 19, 2002 between
                 the Registrant and Bruce W. Cameron.




                                       17


<PAGE>



     21.1(6)     Subsidiaries of the Company.

     31.1        Certification of Chief Executive Officer pursuant to Rule
                 13a-14(a), as adopted pursuant to section 302 of the
                 Sarbanes-Oxley Act of 2002.

     31.2        Certification of Chief Financial Officer pursuant to Rule
                 13a-14(a), as adopted pursuant to section 302 of the
                 Sarbanes-Oxley Act of 2002.

     32.1        Certification of Chief Executive Officer pursuant to 18 U.S.C.
                 Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act Of 2002.

     32.2        Certification of Chief Financial Officer pursuant to 18 U.S.C.
                 Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act Of 2002.

     ----------

      (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.

      (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.

     (10) Incorporated by reference to Exhibits to the Company's Quarterly
          Report on Form 10-Q for the period ended June 30, 2001, File No.
          0-21985.

     (11) Incorporated by reference to Exhibits to the Company's Annual Report
          on Form 10-K for the fiscal year ended March 31, 2002, File No.
          0-21985.

     (12) Incorporated by reference to Exhibits to the initial filing of the
          Company's Quarterly Report on Form 10-Q for the period ended June 30,
          2002) File No. 0-21985.

(b) REPORTS ON FORM 8-K:

     No reports on Form 8-K were filed during the quarter ended June 30, 2002.


                                       18


<PAGE>

                                   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 22, 2003

                                        By:          /s/ RAVINDRA KOKA
                                           -------------------------------------
                                                       Ravindra Koka
                                            President, Chief Executive Officer
                                                        and Director
                                                (Principal Executive Officer)


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


                                       19