<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 SEPTEMBER 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
                                        -----          -----

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes             No  X
                                                   -----          -----

         As of October 31, 2002, there were 6,088,357 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 September 30, 2002,
the total impact of the adjustment is a reduction of the Company's consolidated
revenues by $8,062, or 0.9%, and an increase in the net loss by $8,062, or 0.9%.
The net loss per share for the three months ended September 30, 2002 increases
from $0.14 to $0.15 with the restatement. For the six months ended September 30,
2002, the total impact of the adjustment is a reduction of the Company's
consolidated revenues by $75,815, or 4.4%, and an increase in the net loss by
$75,815, or 3.2%. The net loss per share for the six months ended September 30,
2002 increases from $0.39 to $0.40 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
November 12, 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 September 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- and six-month periods
       ended September 30, 2002 and 2001............................................................        4

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

       Condensed Consolidated Statements of Cash Flows for the six-month periods
       ended September 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

  Item 4.  Controls and Procedures..................................................................       17


  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.........................................................       18

  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                      SIX,MONTHS ENDED
                                                                   SEPTEMBER 30,                          SEPTEMBER 30,
                                                          ------------------------------------------------------------------
                                                                2002              2001              2002              2001
                                                             -----------       -----------       -----------       -----------
<S>                                                          <C>               <C>               <C>               <C>
REVENUES:
   Software license and maintenance fees                     $   449,075       $   447,291       $   989,995       $   789,648
   Professional services                                         470,180           173,634           673,499           430,831
                                                             -----------       -----------       -----------       -----------
   Total revenues                                                919,255           620,925         1,663,494         1,220,479
                                                             -----------       -----------       -----------       -----------
OPERATING EXPENSES:
   Cost of revenues:
   Software license and maintenance fees                          97,955            89,099           185,561           200,483
   Professional services                                         392,491           243,865           588,694           493,621
                                                             -----------       -----------       -----------       -----------
   Total cost of revenues                                        490,446           332,964           774,255           694,104
   General and administrative                                    534,346           481,197           957,972           955,934
   Sales and marketing                                           550,224         1,040,792         1,485,581         2,092,620
   Research and development                                      303,212           383,556           692,228           835,782
   Amortization of goodwill and other intangible assets            7,370            44,019            14,739            88,038
   Restructuring costs                                              --                --             344,253              --
                                                             -----------       -----------       -----------       -----------
   Total operating expenses                                    1,885,598         2,282,528         4,269,028         4,666,478
                                                             -----------       -----------       -----------       -----------
LOSS FROM OPERATIONS                                            (966,343)       (1,661,603)       (2,605,534)       (3,445,999)
NET INTEREST INCOME                                               80,437           174,625           159,318           397,843
                                                             -----------       -----------       -----------       -----------
NET LOSS                                                     $  (885,906)      $(1,486,978)      $(2,446,216)      $(3,048,156)
                                                             ===========       ===========       ===========       ===========
Basic and diluted net loss per common share                  $     (0.15)      $     (0.24)      $     (0.40)      $     (0.50)
                                                             ===========       ===========       ===========       ===========
Weighted average number of basic and
   diluted common and common equivalent
   shares outstanding                                          6,086,263         6,113,659         6,084,215         6,108,703
                                                             ===========       ===========       ===========       ===========
</TABLE>

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


                                       4
<PAGE>




                                        SEEC, INC.

                          CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                    SEPTEMBER 30,       MARCH 31,
                                                                        2002               2002
                                                                    ------------       ------------
                                                                     (UNAUDITED)        (AUDITED *)
<S>                                                                 <C>                <C>
                                        ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                         $  9,074,709       $ 10,473,967
  Short-term investments                                               2,926,724          3,932,412
  Accounts receivable - trade, net                                       819,153            448,404
  Prepaid expenses and other current assets                              313,740            433,358
                                                                    ------------       ------------
  Total current assets                                                13,134,326         15,288,141

PROPERTY AND EQUIPMENT, NET                                              647,113            831,120

INTANGIBLE ASSETS, NET                                                    57,439             60,291
                                                                    ------------       ------------
                                                                    $ 13,838,878       $ 16,179,552
                                                                    ============       ============
                         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                                          $    154,001       $    280,481
  Accrued compensation                                                   523,001            410,801
  Other current liabilities                                              277,591            244,573
  Deferred revenues                                                      343,823            288,526
  Income taxes payable                                                    40,689             40,794
                                                                    ------------       ------------
  Total current liabilities                                            1,339,105          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                                                (21,375,198)       (18,906,681)
  Less treasury stock, at cost--220,830 and 227,043 shares
    at September 30 and March 31, 2002, respectively                    (804,062)          (827,605)
  Accumulated other comprehensive income (loss)                           26,735             (3,635)
                                                                    ------------       ------------
  Total shareholders' equity                                          12,499,773         14,914,377
                                                                    ------------       ------------
                                                                    $ 13,838,878       $ 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)
<CAPTION>
<TABLE>
                                                                      SIX MONTHS ENDED
                                                                       SEPTEMBER 30,
                                                              -------------------------------
                                                                 2002               2001
                                                              ------------       ------------
<S>                                                           <C>                <C>
CASH FLOWS USED BY OPERATING ACTIVITIES                       $ (2,400,761)      $ (3,290,864)
                                                              ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment, net of disposals            (5,668)           (47,943)
   Purchases of short-term investments                                --             (767,057)
   Sales of short-term investments                               1,014,305            870,819
   Other, net                                                      (11,887)            (1,863)
                                                              ------------       ------------
     Net cash provided by investing activities                     996,750             53,956
                                                              ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Purchases of treasury stock                                        --              (33,014)
   Common stock issued                                               4,753             31,008
                                                              ------------       ------------
     Net cash provided (used) by financing activities                4,753             (2,006)
                                                              ------------       ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                       (1,399,258)        (3,238,914)
Cash and cash equivalents, beginning of period                  10,473,967         16,049,397
                                                              ------------       ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $  9,074,709       $ 12,810,483
                                                              ============       ============
</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. and its wholly-owned subsidiaries (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.

    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


                                        7


<PAGE>

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 September 30, 2002, the Company had used $1.8 million to
repurchase 441,875 shares, of which 221,045 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- and six-month periods ended September
30, 2002 and 2001, 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


                                       8


<PAGE>

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         SIX MONTHS ENDED
                                                     SEPTEMBER 30,             SEPTEMBER 30,
                                              --------------------------  -------------------------
                                                  2002         2001          2002         2001
                                              ------------- ------------  ------------ ------------
<S>                                             <C>         <C>           <C>          <C>
       Net loss                                 ($885,906)  ($1,486,978)  ($2,446,216) ($3,048,156)
       Unrealized gain on investments,
        net of taxes                                9,030       64,626        30,370       23,924
                                              ------------- ------------  ------------ ------------
       Total comprehensive loss                 ($876,876)  ($1,422,352)  ($2,415,846) ($3,024,232)
                                              ============= ============  ============ ============
</TABLE>


6.   RESTRUCTURING COSTS

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

     In connection with these actions, during the three months ended June 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                      RESTRUCTURING
                                                         THREE MONTHS       TOTAL         LIABILITIES AT
                                                            ENDED            CASH          SEPTEMBER 30,
                                                        JUNE 30, 2002       PAYMENTS           2002
                                                        ---------------    -----------    ---------------
<S>                                                        <C>               <C>             <C>
     Cash Provisions:
       Workforce reduction.............................    $146,235          $(51,069)       $ 95,166
       Non-cancelable leases...........................     135,000           (16,875)        118,125
                                                           --------          --------        --------
                                                            281,235          $(67,944)       $213,291
                                                                             ========        ========
     Non-cash:
       Write-off of excess property and equipment......      63,018
                                                           --------
                                                           $344,253
                                                           ========
</TABLE>

7.   INCOME TAXES

     In the three- and six-month periods ended September 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


                                       9


<PAGE>

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 that help insurance, financial services, telecommunications
and other large companies automate key business processes by evolving and
integrating their current applications and systems, saving time and money. The
Company's solutions are built upon SEEC Mosaic(TM) Studio, a suite of legacy
evolution tools and component templates for creating composite applications that
support real-time, collaborative business processes. The SEEC solutions can be
implemented without disrupting current operations or replacing back-end
administrative systems, providing a lower cost, shorter time, and lower risk for
development and deployment than traditional approaches. With our ability to
externalize business rules under a flexible architecture based on XML
(eXtensible Markup Language), Web services and other emerging standards, we
believe that we have the most cost-effective B2B solutions available in the
market today. SEEC's solutions are used by more than 30 large global companies.

    The pervasive growth of the Web as a medium for business and the rapid
development and adoption of B2B technologies like XML and Web services are
driving large enterprises to externalize their traditional business processes to
improve efficiency, maintain their competitiveness, and enable future growth.
SEEC's 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 extending the SEEC Mosaic technologies to include component
templates that are used to deliver Axcess(TM) industry solutions for insurance
and other sectors. The first of these solutions, Axcess for Insurance, allows
insurance carriers to quickly automate their customer service, policy rating and
other processes. Axcess will reduce the carriers' costs and improve their
relations with customers and 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.

    SEEC was founded in 1988 to develop tools and solutions for reengineering of
legacy COBOL (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, 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.


                                       10


<PAGE>

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.

     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


                                       11


<PAGE>

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 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 September 30,
2002.

    Restructuring Costs. In June 2002, SEEC's management formally adopted a plan
to reduce operating costs, including a change in our 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


                                       12


<PAGE>

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- AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001

    The following section includes information related to changes in SEEC's
Consolidated Statements of Operations. References to the second quarter of
fiscal 2003 and to the second quarter of fiscal 2002 refer to the three months
ended September 30, 2002 and September 30, 2001, respectively.

    REVENUES. Total revenues for the second quarter of fiscal 2003 were $919,000
compared to $621,000 for the second quarter of fiscal 2002, an increase of
$298,000 or 48%. For the six months ended September 30, 2002, total revenues
were $1,663,000 compared to $1,220,000 for the six months ended September 30,
2001, an increase of $443,000 or 36%.

    Software license and maintenance fees were $449,000 for the second quarter
of fiscal 2003 compared to $447,000 for the second quarter of fiscal 2002, an
increase of $2,000 or less than 1%. For the six months ended September 30, 2002,
software license and maintenance fees were $990,000 compared to $790,000 for the
six months ended September 30, 2001, an increase of $200,000 or 25%.
Professional services revenues were $470,000 for the second quarter of fiscal
2003 compared to $174,000 for the second quarter of fiscal 2002, an increase of
$296,000 or 170%. For the six months ended September 30, 2002, professional
services revenues were $673,000 compared to $431,000 for the six months ended
September 30, 2001, an increase of $242,000 or 56%.

    The increases in revenues are attributable to an increase in demand for
professional services, primarily those provided in conjunction with software
license sales. Such sales during the first two quarters of fiscal year 2003,
including our first sale of Axcess components, included a higher complement of
professional services, and these services are being delivered in the six-month
period of fiscal 2003 and beyond.

    COST OF REVENUES. Total cost of revenues was $490,000 for the second quarter
of fiscal 2003 compared to $333,000 for the second quarter of fiscal 2002, an
increase of $157,000 or 47%. For the six months ended September 30, 2002, total
cost of revenues was $774,000 compared to $694,000 for the six months ended
September 30, 2001, an increase of $80,000 or 12%. The increases in total cost
of revenues are attributable primarily to the salary and benefits costs of
personnel providing the professional services. The increased demand for
professional services was met by redeploying qualified personnel from other
departments within SEEC, rather than by subcontracting or hiring new employees.

    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 $98,000 for the second quarter of
fiscal 2003 compared to $89,000 for the second quarter of fiscal 2002, an
increase of $9,000 or 10%. This increase was due primarily to the cost of
third-party software sold. For the six months ended September 30, 2002, cost of
software license and maintenance fees were $186,000 compared to $200,000 for the
six months ended September 30, 2001, a decrease of $14,000 or 7%. This decrease
was due primarily to a reduction in personnel costs.

    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 $392,000 for the second quarter of fiscal 2003 compared to $244,000
for the second quarter of fiscal 2002, an increase of $148,000 or 61%. For the
six months ended September 30, 2002, professional services costs were $589,000
compared to $494,000 for the six months ended September 30, 2001, an increase of
$95,000 or 19%. The increases in professional services costs are attributable
primarily to the salary and benefits costs of personnel providing the
professional services. The increased demand for professional services was met by
redeploying qualified personnel from other departments within SEEC.


                                       13


<PAGE>

    GROSS MARGINS. Total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 47% and 53% for the three- and
six-month periods ended September 30, 2002 compared to 46% and 43% for the
three- and six-month periods ended September 30, 2001, respectively. Gross
margin percentages were 78% and 80% for software license and maintenance fees,
and 17% and (40)% for professional services for the second quarters of fiscal
2003 and 2002 respectively. Gross margin percentages were 81% and 75% for
software license and maintenance fees, and 13% and (15)% for professional
services for the six-month periods ended September 30, 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 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 of billable consultants, the timing and amount of costs incurred for
recruiting and training services consultants, and the type of services provided.
The gross margin percentages for professional services in the three- and
six-month periods ended September 30, 2002 were higher than the gross margin
percentages in the fiscal 2002 periods due primarily to an increase in revenues,
which in turn improved the utilization rates of billable consultants between the
periods.

    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 $534,000 for the second quarter of fiscal 2003 compared to
$481,000 for the second quarter of fiscal 2002, an increase of $53,000 or 11%.
For the six months ended September 30, 2002, general and administrative expenses
were $958,000, compared to $956,000 for the six months ended September 30, 2001,
an increase of $2,000. The increases in the fiscal 2003 periods compared to
fiscal 2002 are due primarily to employee severance costs of $79,000 expensed in
the second quarter of fiscal 2003.

    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
$550,000 for the second quarter of fiscal 2003 compared to $1,041,000 for the
second quarter of fiscal 2002, a decrease of $491,000 or 47%. For the six months
ended September 30, 2002, sales and marketing expenses were $1,486,000 compared
to $2,093,000 for the six months ended September 30, 2001, a decrease of
$607,000 or 29%. Expenses in the prior year periods included higher levels of
spending on recruitment and employment-related expenses, and on advertising and
promotion. Furthermore, the June 2002 restructuring resulted in an overall
reduction in expenses in the second quarter of fiscal 2003, compared to the
second quarter of fiscal 2002.

    RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $303,000 for the second quarter of fiscal 2003 compared to $384,000 for the
second quarter of fiscal 2002, a decrease of $81,000 or 21%. For the six months
ended September 30, 2002, expenditures for research and development were
$692,000 compared to $836,000 for the six months ended September 30, 2001, a
decrease of $144,000 or 17%. These decreases were the result of reductions in
employment-related expenses. A larger proportion of development work was shifted
to India, where personnel costs are lower. Also, some research and development
personnel were temporarily redeployed to billable services during the second
quarter of fiscal year 2003 to meet the increased demand for professional
services.

    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 second quarter of fiscal 2003, amortization expense was
$7,000 compared to $44,000 for the second quarter of fiscal 2002, a decrease of
$37,000 or 84%. For the six months ended September 30, 2002, amortization
expense was $15,000 compared to $88,000 for the six months ended September 30,
2001, a decrease of $73,000 or 83%. The reductions were 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 was to reduce operating costs while focusing our direct sales
efforts on the SEEC


                                       14


<PAGE>

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 first quarter of fiscal 2003, we recorded
restructuring costs of $344,253, consisting of charges for workforce reduction,
the write-off of abandoned excess property and equipment, and an accrual for
non-cancelable lease obligations related to unused facilities. See Note 6.

    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 $80,000 for the second quarter of
fiscal 2003 compared to $175,000 for the second quarter of fiscal 2002, a
decrease of $95,000 or 54%. For the six months ended September 30, 2002, net
interest income was $159,000 compared to $398,000, a decrease of $239,000 or
60%. These decreases result from lower cash and short-term investments balances
combined with the effect of lower short-term interest rates in the current year
periods as compared to the prior year periods.

    INCOME TAXES. In fiscal 2003 and 2002, 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, 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 September 30, 2002, we had cash, cash equivalents, and short-term
investments of $12,001,000 and working capital of $11,795,000. 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
$2,401,000 for operating activities in the six months ended September 30, 2002,
compared to $3,291,000 used for operating activities in the six months ended
September 30, 2001. Our primary investing activities in the six months ended
September 30, 2002 consisted of net sales of short-term investments of
$1,014,000, compared to net sales of short-term investments of $104,000 in the
six months ended September 30, 2001. We used $33,000 for stock repurchases in
the six months ended September 30, 2001, while proceeds from common stock issued
totaled $5,000 and $31,000 in the six months ended September 30, 2002 and 2001,
respectively.

    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.


                                       15


<PAGE>

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. 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 September 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


                                       16


<PAGE>

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.

    ITEM 4.  CONTROLS AND PROCEDURES

    Based on the Company's most recent evaluation, which was completed within 90
days of the filing of this amendment to the quarterly report on Form 10-Q/A, the
Company's Chief Executive Officer and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures (as defined in Rules
13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended) are
effective. There have been no significant changes in internal controls or in
other factors that could significantly affect these controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


                           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


                                       17


<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS:

    The Exhibits listed below are filed as part of this Form 10-Q/A.

         EXHIBIT
           NO.                      DESCRIPTION
           ---                      -----------

         10.19(1) Separation and Release Agreement dated September 17, 2002
                  between the Registrant and John D. Godfrey.

         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 initial filing of the
Company's Quarterly Report on Form 10-Q for the period ended September 30, 2002,
File No. 0-21985.

(b) REPORTS ON FORM 8-K:

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


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<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)



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