<PAGE>
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                  FORM 10-Q/A
                                AMENDMENT NO. 2

(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, 2003

                                       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 August 1, 2003, there were 7,402,781 outstanding shares of Common
Stock, par value $.01 per share, of SEEC, Inc.


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


<PAGE>
                                EXPLANATORY NOTE

    This Amendment No. 2 on Form 10-Q/A amends the Company's Quarterly Report on
Form 10-Q, as previously amended, for the quarterly period ended June 30, 2003.
The Company's original filing of this report is modified herein to include
certain expanded disclosures in response to comments received by the Company
from The Securities and Exchange Commission ("SEC") in the course of a periodic
SEC review of the Company's recent public filings.

     In order to preserve the nature and character of the disclosures set forth
in such items as originally filed, this Amendment No. 2 does not reflect events
occurring after the filing of the original Quarterly Report on Form 10-Q on
August 14, 2003, as amended, or modify or update the disclosures presented in
the original filings, other than to reflect the revisions in response to the SEC
comments, as discussed above. The Form 10-Q is hereby amended and restated in
its entirety.




<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, 2003 and 2002......        2
       Condensed Consolidated Balance Sheets as of June 30, 2003 and March 31, 2003.................        3
       Condensed Consolidated Statements of Cash Flows for the three months
       ended June 30, 2003 and 2002.................................................................        4
       Notes to Unaudited Consolidated Financial Statements.........................................        5
  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations....        8
  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.........................................................       17
  SIGNATURES........................................................................................       18

</TABLE>


<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

                                   SEEC, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED JUNE 30,
                                                       -------------------------------
                                                          2003                2002
                                                       -----------         -----------
<S>                                                   <C>                 <C>
Revenues:
   Software licenses                                   $   503,204         $   431,563
   Software maintenance                                    535,163             109,357
   Professional services                                   424,778             203,319
                                                       -----------         -----------
   Total revenues                                        1,463,145             744,239
                                                       -----------         -----------
OPERATING EXPENSES:
   Cost of revenues:
   Software licenses                                       218,355               9,384
   Software maintenance                                    280,868              78,222
   Professional services                                   791,565             196,203
                                                       -----------         -----------
   Total cost of revenues                                1,290,788             283,809
   General and administrative                              848,255             423,627
   Sales and marketing                                   1,113,241             935,358
   Research and development                                817,264             389,016
   Amortization of intangible assets                        23,180               7,369
   Restructuring costs                                        --               344,253
                                                       -----------         -----------
   Total operating expenses                              4,092,728           2,383,432
                                                       -----------         -----------
LOSS FROM OPERATIONS                                    (2,629,583)         (1,639,193)
                                                       -----------         -----------
INTEREST AND OTHER INCOME (EXPENSE), NET:
   Interest income                                          28,718              87,020
   Interest expense                                       (104,385)                (37)
   Other income (loss), net                                 39,716              (8,102)
                                                       -----------         -----------
TOTAL INTEREST AND OTHER INCOME (EXPENSE), NET:            (35,951)             78,881
                                                       -----------         -----------
NET LOSS                                               $(2,665,534)        $(1,560,312)
                                                       ===========         ===========
Basic and diluted net loss per common share            $     (0.36)        $     (0.26)
                                                       ===========         ===========
Weighted average number of basic and
   diluted common and common equivalent
   shares outstanding                                    7,319,992           6,082,144
                                                       ===========         ===========
</TABLE>

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

                                       2
<PAGE>



                                   SEEC, INC.
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          JUNE 30,              MARCH 31,
                                                                            2003                  2003
                                                                        ------------           ------------
<S>                                                                    <C>                    <C>
                                          ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                             $  5,368,929           $  9,531,610
  Short-term investments                                                   1,811,182                537,034
  Accounts receivable - trade, net                                           980,323              1,809,994
  Prepaid expenses and other current assets                                  558,554                518,482
                                                                        ------------           ------------
  Total current assets                                                     8,718,988             12,397,120

PROPERTY AND EQUIPMENT, NET                                                  756,069                823,872

AMORTIZABLE INTANGIBLE ASSETS, NET                                         2,426,807              2,627,368

GOODWILL                                                                   3,067,091              3,067,091
                                                                        ------------           ------------
                                                                        $ 14,968,955           $ 18,915,451
                                                                        ============           ============

                         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                                              $    762,294           $    922,677
  Accrued compensation                                                       402,689                775,455
  Other current liabilities                                                  619,251                948,240
  Deferred revenues                                                        1,621,782              2,045,745
  Income taxes payable                                                        30,493                 24,920
  Note payable                                                             2,112,525              2,112,525
                                                                        ------------           ------------
  Total current liabilities                                                5,549,034              6,829,562
                                                                        ------------           ------------

SHAREHOLDERS' EQUITY:
  Preferred stock--no par value; 10,000,000 shares authorized;
     none issued                                                                --                     --
  Common stock--$.01 par value; 20,000,000 shares authorized;
     7,514,541 shares issued and 7,319,992 shares outstanding                 75,145                 75,145
  Additional paid-in capital                                              35,882,935             35,882,935
  Accumulated deficit                                                    (25,964,455)           (23,298,920)
  Less treasury stock, at cost--194,549 shares                              (584,301)              (584,301)
  Accumulated other comprehensive income                                      10,597                 11,030
                                                                        ------------           ------------
  Total shareholders' equity                                               9,419,921             12,085,889
                                                                        ------------           ------------
                                                                        $ 14,968,955           $ 18,915,451
                                                                        ============           ============

</TABLE>

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


                                       3
<PAGE>

                                   SEEC, INC.

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months Ended June 30,
                                                                  -----------------------------------
                                                                      2003                  2002
                                                                  ------------           ------------
<S>                                                               <C>                    <C>
Cash Flows Used by Operating Activities                           $ (2,880,083)          $ (1,394,266)
                                                                  ------------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment, net of disposals                (4,604)                (5,668)
   Purchases of short-term investments                              (1,255,374)                  --
   Sales of short-term investments                                        --                  300,000
   Expenditures for trademarks                                         (22,620)               (11,339)
                                                                  ------------           ------------
     Net cash provided (used) by investing activities               (1,282,598)               282,993
                                                                  ------------           ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                           (4,162,681)            (1,111,273)
Cash and cash equivalents, beginning of period                       9,531,610             10,473,967
                                                                  ------------           ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                          $  5,368,929           $  9,362,694
                                                                  ============           ============

</TABLE>


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




                                       4
<PAGE>

                                   SEEC, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

    The accompanying unaudited condensed consolidated financial statements
include the accounts of SEEC, Inc. and its wholly-owned subsidiaries
(collectively, the "Company" or "SEEC"), and have been prepared in accordance
with accounting principles generally accepted in the United States of America
("United States") for interim financial information and with the instructions to
Article 10 of Regulation S-X of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and disclosures required
by accounting principles generally accepted in the United States for complete
financial statements. 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
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 condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements
contained herein for the year ended March 31, 2003.

    The financial results for the three-month period ended June 30, 2002 have
been restated. The restatement arose from a correction in accounting for sales
of annual software licenses that 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,
and maintenance revenues were recognized ratably over the twelve-month agreement
period. 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.

    In January 2003, the Company acquired certain assets of Asera, Inc.,
including the Asera name, intellectual property and customer relationships. The
Company also employed certain of the former Asera staff. In return, SEEC has
assumed certain liabilities of Asera. The acquired former Asera employees and
operations are located primarily in the United States and Europe and were
combined into the operations of SEEC, Inc. and SEEC Europe Limited.

    Certain prior period amounts have been reclassified to conform to the
current period presentation.

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



                                       5
<PAGE>

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. Although the majority of sales carry standard net
30 day terms, we have provided extended terms, including terms for monthly or
quarterly payments. Such extended payment terms may be offered from time to time
for competitive reasons, and are not offered in connection with any contingency
related to product acceptance, software implementation or other post-transaction
activity. In no case have payment terms extended beyond twelve months. 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
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. Fair value of a delivered element is not determinable if the
price charged when the same element is sold separately cannot be established.

    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. In multiple
element arrangements with a license period of one year or less, the fair value
of bundled maintenance services can not be reliably measured by reference to a
maintenance renewal rate applicable to a long-term or perpetual arrangement. The
short time frame during which any unspecified upgrade provided under the
maintenance agreement can be used by the licensee creates a circumstance whereby
the VSOE of fair value of the licensee's right to unspecified upgrades cannot be
objectively determined. 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.
Services included in multiple-element arrangements are not essential to the
functionality of the software sold and therefore, the software license fee is
generally recognized when shipped if all other requirements for revenue
recognition are met. The services revenue is recognized over time as the
services are delivered. If we were to enter into an engagement in the future
where the services provided were essential to the intended use of the software,
we would defer revenue recognition on both the software license and services
fees until the software is functional for the customer's intended use. 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 repurchase 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,


                                       6
<PAGE>

Employee Stock Purchase Plan transactions, and for other corporate purposes.
Through June 30, 2003, the Company had used $1.9 million to repurchase 473,175
shares, of which 278,626 shares were reissued under 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, 2003 and 2002,
because their effect is not dilutive.

5.  COMPREHENSIVE INCOME (LOSS)

    Comprehensive income (loss) includes all changes in equity during a period,
except those resulting from investments by owners and distributions to owners.
The Company reports comprehensive income (loss) and its components in its annual
Consolidated Statement of Changes in Shareholders' Equity and Comprehensive
Loss. The components of the Company's comprehensive income (loss) were as
follows:

<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                                  JUNE 30,
                                                                      ---------------------------------
                                                                          2003                 2002
                                                                      -----------           -----------
<S>                                                                   <C>                   <C>
         Net loss                                                     ($2,665,534)          ($1,560,312)
         Unrealized gain (loss) on investments                               (434)               21,340
                                                                      -----------           -----------

         Total comprehensive loss                                     ($2,665,968)          ($1,538,972)
                                                                      ===========           ===========
</TABLE>

6.  GOODWILL

    Effective April 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets," and accordingly, the Company performs annual
impairment tests of the carrying value of its goodwill by reporting unit. As a
result of write-downs of goodwill resulting from such impairment evaluations
performed in fiscal 2001 and 2002, there was no goodwill reflected on the
balance sheet as of April 1, 2002. In connection with the January 2003 Asera
asset acquisition, $3,067,091 of goodwill was recorded. In accordance with SFAS
No. 142, the Company no longer amortizes goodwill and other intangible assets
with indefinite lives. As a result, there was no goodwill amortization expense
in the three-month periods ended June 30, 2003 and 2002. The Company reviews the
carrying amounts of goodwill and intangible assets for indications of impairment
at least annually, and more often if conditions dictate. No such review was
performed in the three-month period ended June 30, 2003.

7.  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(TM)
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


                                       7
<PAGE>

employees, primarily in the Company's sales and marketing functions. The
remaining $135,000 represents an accrual for noncancelable lease payments, less
management's estimates of sublease income. These estimates are 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, 2003
                                                              -------------   ----------   --------------
<S>                                                            <C>            <C>             <C>
    Cash Provisions:
      Workforce reduction..................................     $146,235       $(146,235)      $     --
      Non-cancelable leases................................      135,000         (67,500)        67,500
                                                                --------       ---------       --------
                                                                 281,235       $(213,735)        67,500
                                                                               =========       ========
    Non-cash:
      Write-off of excess property and equipment...........       63,018
                                                                --------
                                                                $344,253
                                                                ========
</TABLE>


8.  STOCK-BASED COMPENSATION

    As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company accounts for incentive stock options in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." The
Company has adopted the disclosure provisions of SFAS No. 148, "Accounting for
Stock-Based Compensation-- Transition and Disclosure-- an amendment of FASB
Statement No. 123."

    There were no stock option grants to employees issued in the three-month
period ended June 30, 2003. For grants issued in the three-month period ended
June 30, 2002, the following assumptions were used to estimate the fair value of
each option grant, using the Black-Scholes option pricing model: risk free
interest rate--2.0%; expected dividend yield--0%; expected weighted-average
term--2.9 years; and expected volatility level--60%.

    As noted, the Company accounts for the Plans using the intrinsic value
method (APB 25). Accordingly, no compensation cost has been recognized for the
Plans. Had compensation cost for the Company's option plans been determined
using the fair value method at the grant dates in accordance with SFAS No. 123,
including additional disclosures prescribed by SFAS No. 148, the effect on the
Company's net loss and loss per share for the three-month periods ended June 30,
2003 and 2002 would have been as follows:

<TABLE>
<CAPTION>
                                                                                   JUNE 30,
                                                                       ---------------------------------
                                                                           2003                 2002
                                                                       -----------           -----------
<S>                                                                   <C>                   <C>
      Net loss as reported                                             $(2,665,534)          $(1,560,312)
      Add: Stock-based employee compensation expense included
        in reported net loss                                                  --                    --
      Deduct: Total stock-based employee compensation
        determined under fair value method for all awards                  (56,097)              (63,364)
                                                                       -----------           -----------
      Pro forma net loss                                               $(2,721,631)          $(1,623,676)
                                                                       ===========           ===========
      Basis and diluted loss per share
        As reported                                                    $     (0.36)          $     (0.26)
        Pro forma                                                      $     (0.37)          $     (0.27)
</TABLE>



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

    The previous discussion and other sections of this Form 10-Q contain
forward-looking statements that have been made pursuant to the provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on current expectations, estimates and projections about
our industry,


                                       8
<PAGE>

management's beliefs, and certain assumptions made by management. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
"may," and similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future performance and actual
actions or results may differ materially from those discussed. These statements
are subject to certain risks, uncertainties and assumptions that are difficult
to predict, including those set forth in SEEC's Annual Report on Form 10-K, as
amended by Form 10-K/A, for the year ended March 31, 2003. We undertake no
obligation to update publicly any forward-looking statements as a result of new
information, future events or otherwise, unless required by law. Readers should,
however, carefully review the risk factors included in other reports or
documents filed by us from time to time with the Securities and Exchange
Commission.

    The financial results for the three-month period ended June 30, 2002 have
been restated. The restatement arose from a correction in accounting for sales
of annual software licenses that 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,
and maintenance revenues were recognized ratably over the twelve-month agreement
period. 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. The Quarterly Report on Form 10-Q
for the three-month period ended June 30, 2002 will be amended.


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 materially 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 one of the leading cost-effective B2B solutions available
in the market today. Our solutions are used by more than 30 large companies,
typically with $1 billion or more in revenues and with multiple-site, often
global, operations.

    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
existing financial, customer service and industrial systems while allowing
companies to utilize the underlying value of these systems in new Web-based
business processes. SEEC Mosaic Studio supports these efforts by externalizing
the business rules within existing 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.

    In January 2003, SEEC acquired certain of the assets of Asera, Inc. The
Asera products include order management and supply chain management solutions,
and a software platform for building flexible, composite applications that
leverage existing enterprise software systems including Enterprise Resource
Planning ("ERP") and other back-end packages. The addition of the Asera vertical
solutions and technology expands SEEC's target markets to include companies with
significant ERP and other legacy packages, in addition to custom-built host
applications that comprise SEEC's traditional targets. Asera's development
technology also complements SEEC's business rule and integration technology by
adding personalization, localization, globalization, and other capabilities for
developing configurable enterprise applications.

    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
partners.

                                       9
<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, as amended, for the year ended March
31, 2003.

    Revenue Recognition. We recognize 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. We recognize
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.

    We recognize 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. We use 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. We assess whether fees are fixed or determinable at the time of
sale. SEEC's standard payment terms are net 30; however, terms may vary.
Although the majority of sales carry standard net 30 day terms, we have provided
extended terms, including terms for monthly or quarterly payments. Such extended
payment terms may be offered from time to time for competitive reasons, and are
not offered in connection with any contingency related to product acceptance,
software implementation or other post-transaction activity. In no case have
payment terms extended beyond twelve months. Payments that are due within twelve
months are generally deemed to be fixed or determinable based on our successful
collection history on such arrangements, and thereby satisfy the required
criteria for revenue recognition. We assess 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, we defer the revenue and recognize 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, we allocate 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


                                       10
<PAGE>

measured by the renewal rate offered to the customer. We defer revenue for any
undelivered elements, and recognize 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. Fair value of a delivered element is not determinable if the
price charged when the same element is sold separately cannot be established.

    In accounting for sales of annual software licenses which include customer
support and maintenance, we recognize both the software license and maintenance
revenues ratably over the twelve-month license term. In multiple element
arrangements with a license period of one year or less, the fair value of
bundled maintenance services can not be reliably measured by reference to a
maintenance renewal rate applicable to a long-term or perpetual arrangement. The
short time frame during which any unspecified upgrade provided under the
maintenance agreement can be used by the licensee creates a circumstance whereby
the VSOE of fair value of the licensee's right to unspecified upgrades cannot be
objectively determined. 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 our software products, or to deploy
and customize our 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. Services included in multiple-element
arrangements are not essential to the functionality of the software sold and
therefore, the software license fee is generally recognized when shipped if all
other requirements for revenue recognition are met. The services revenue is
recognized over time as the services are delivered. If we were to enter into an
engagement in the future where the services provided were essential to the
intended use of the software, we would defer revenue recognition on both the
software license and services fees until the software is functional for the
customer's intended use. 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.

    Our 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 had 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, there was no goodwill reflected on the balance sheet as of
April 1, 2002. In connection with the January 2003 Asera asset acquisition,
$3,067,091 of goodwill was recorded. We also periodically review the estimated
remaining useful lives of our remaining amortizable intangible assets. A
reduction in our estimate of remaining useful lives, if any, could result in
increased amortization expense in future periods.

    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 June 30, 2003.



                                       11
<PAGE>

    Restructuring Costs. In June 2002, we formally adopted a plan to reduce
operating costs, including a change in our sales strategy related to Axcess for
Insurance solutions. We 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
noncancelable leases and other costs for the abandonment or disposal of property
and equipment. Estimates related to noncancelable 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 sublessee or
sublessees, 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, 2003 AND 2002

    The following section includes information related to changes in SEEC's
Consolidated Statements of Operations. References to the first quarter of fiscal
2004 and to the first quarter of fiscal 2003 refer to the three-month periods
ended June 30, 2003 and June 30, 2002, respectively. Results of operations for
the first quarter of fiscal 2004 include the impact from the January 2003 of the
acquisition of certain of the assets and liabilities of Asera, Inc., including
customer relationships and certain of Asera's workforce.

    The financial results for the quarter ended June 30, 2002 have been
restated. The restatement arose from a correction in accounting for sales of
annual software licenses that include maintenance (also known as "post contract
support" or "customer support and upgrades"). The amounts discussed in this
section reflect the restatement. Our 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, and maintenance
revenues were recognized ratably over the twelve-month agreement period. We
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.

    REVENUES. Total revenues for the first quarter of fiscal 2004 were
$1,463,000 compared to $744,000 for the first quarter of fiscal 2003, an
increase of $719,000 or 97%. Software license fees were $503,000 for the first
quarter of fiscal 2004 compared to $432,000 for the first quarter of fiscal
2003, an increase of $71,000 or 16%. Software maintenance fees were $535,000 for
the first quarter of fiscal 2004 compared to $109,000 for the first quarter of
fiscal 2003, an increase of $426,000 or 391%. Professional services revenues
were $425,000 for the first quarter of fiscal 2004 compared to $203,000 for the
first quarter of fiscal 2003, an increase of $222,000 or 109%.

    The percentage increase in software maintenance fees was substantially
greater than the increase in software license fees due to continuing maintenance
contracts related to software licenses sold by Asera prior to the acquisition.
The increases in all revenue categories were primarily attributable to revenues
arising from the Asera asset acquisition, which accounted for $947,000 of total
revenues in the first quarter of fiscal 2004, which was offset primarily by a
$300,000 decrease in non-Asera product revenues.

    COST OF REVENUES. Total cost of revenues was $1,291,000 for the first
quarter of fiscal 2004 compared to $284,000 for the first quarter of fiscal
2003, an increase of $1,007,000 or 355%.

    Cost of software license fees includes amortization expense related to
capitalized costs of acquired computer software, 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. Cost of
software license fees was $218,000 for the first quarter of fiscal 2004 compared
to $9,000 for the first quarter of fiscal 2003, an increase of $209,000 or
2322%. The increase was primarily attributable to amortization expense of
$200,000 related to capitalized costs of computer software acquired in the Asera
asset acquisition.


                                       12
<PAGE>

    Cost of software maintenance fees includes the costs of providing customer
support services and periodic software upgrades provided to customers who have
purchased maintenance in conjunction with software license purchases. Customer
support ("maintenance") services include telephone or online (Internet)
technical assistance and periodic software upgrades provided to customers who
have purchased maintenance in conjunction with software license purchases. Cost
of software maintenance fees was $281,000 for the first quarter of fiscal 2004
compared to $78,000 for the first quarter of fiscal 2003, an increase of
$203,000 or 260%. The increase in expenses was primarily attributable to higher
costs associated with the Asera asset acquisition, particularly in higher
employee compensation expenses due to additional personnel, and software
maintenance fees paid to third parties.

    Professional services costs consist primarily of compensation-related costs
and travel expenses of our personnel responsible for providing consulting and
training services to customers. Costs of temporary or subcontracted labor may
also be included, if such labor is required to meet the demands of providing
services. Professional services costs were $792,000 for the first quarter of
fiscal 2004 compared to $196,000 for the first quarter of fiscal 2003, an
increase of $596,000 or 304%. The increase in professional services costs was
primarily due to additional personnel from the Asera asset acquisition, and was
mainly in the areas of compensation and travel-related expenses of our
professional consultants. Costs in the first quarter of fiscal 2004 include
those incurred on a large project which was halted during the quarter, after we
had incurred significant costs. We are unable to determine at this time the
revenues to be realized for the services provided on this project during the
quarter, and therefore, no revenues related to this project were recorded in the
first quarter.

    GROSS MARGINS. Total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 12% for the three months ended June
30, 2003 compared to 62% for the three months ended June 30, 2002. Gross margin
percentages were 57% and 98% for software license fees, 47% and 28% for software
maintenance fees, and (86)% and 3% for professional services for the first
quarters of fiscal 2004 and 2003, respectively.

    Gross margin percentages for software license fees were 57% and 98% for the
first quarters of fiscal 2004 and 2003, respectively. The gross margin
percentage for software license fees declined due primarily to amortization
expense of $200,000 in the first quarter of fiscal 2004 related to capitalized
costs of computer software acquired in the Asera asset acquisition.

    Gross margin percentages for software maintenance fees were 47% and 28% for
the first quarters of fiscal 2004 and 2003, respectively. The gross margin
percentage for software maintenance fees increased as a result of the increase
in maintenance fee revenues, which was larger in proportion to the increase in
cost of software maintenance fees. The increases in both revenues and expenses
were primarily attributable to the Asera asset acquisition. The increase in
expenses were primarily in employee compensation ($130,000) and maintenance fees
paid to third parties ($41,000).

    Gross margin percentages for professional services were (86)% and 3% for the
first quarters of fiscal 2004 and 2003, respectively. The gross margin
percentages for professional services vary depending on the utilization rates
for billable consultants, the timing and amount of costs incurred for recruiting
and training services consultants, and the type of services provided. The gross
margin percentage for professional services in the first quarter of fiscal 2004
was significantly impacted by costs incurred on a large project which was halted
during the quarter, after we had incurred costs of approximately $213,000
related to the project. Because revenues for services provided during the
quarter are not clearly measurable at this time, no revenues related to this
project were recorded in the first quarter. The significant project costs with
no corresponding revenues resulted in the negative gross margin for the quarter.
Revenues related to this project, if any, will be recognized once a formal
agreement with the customer is executed and collection is reasonably assured. We
do not expect to incur any significant expenses in subsequent periods as a
result of the termination of this project.

    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 $848,000 for the first quarter of fiscal 2004 compared to $424,000
for the first quarter of fiscal 2003, an increase of $424,000 or 100%. This
increase was a result of increases in employment-related costs, legal, and
travel, primarily associated with the Asera asset acquisition.

    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
$1,113,000 for the first quarter of fiscal 2004 compared to $935,000 for the
first quarter of fiscal 2003, an increase of $178,000 or


                                       13
<PAGE>

19%. The increase is primarily due to higher personnel-related costs resulting
from the Asera asset acquisition ($198,000 increase) and additional recruitment
costs ($80,000 increase). This increase was partially offset by reductions in
non-Asera expenses, including employment-related costs ($140,000 decrease).

    RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $817,000 for the first quarter of fiscal 2004 compared to $389,000 for the
first quarter of fiscal 2003, an increase of $428,000 or 110%. The increase is
primarily due to higher personnel-related costs resulting from the Asera asset
acquisition ($427,000 increase).

    AMORTIZATION OF INTANGIBLE ASSETS. Amortizable intangible assets are
amortized over their estimated useful lives, ranging from three to ten years. In
the first quarter of fiscal 2004, amortization of intangible assets amounted to
$23,000 compared to $7,000 in the first quarter of fiscal 2003, an increase of
$16,000 or 229%. The increase was due to the addition of intangible assets in
the fourth quarter of fiscal 2003 in connection with the Asera asset
acquisition.

     RESTRUCTURING COSTS. In June 2002, we adopted a formal plan to reduce
operating costs, including a shift in our direct sales strategy related to our
solutions for the insurance industry. In connection with this plan, during the
first quarter of fiscal 2003, we recorded restructuring costs of $344,000,
consisting of charges for workforce reduction, the write-off of abandoned excess
property and equipment, and an accrual for noncancelable lease obligations
related to unused facilities. See Note 7 to the Unaudited Consolidated Financial
Statements. We did not incur any restructuring charges in the fiscal 2004
period.

    INTEREST INCOME. 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. Interest income was $29,000 for the first quarter of fiscal 2004 compared
to $87,000 for the first quarter of fiscal 2003, a decrease of $58,000 or 67%.
This decrease was the result of lower cash and short-term investments balances
in the current year period as compared to the prior year period and, to a lesser
degree, the effect of lower short-term interest rates.

    INTEREST EXPENSE. Interest expense is related to the $2,112,525 note payable
that was assumed as partial consideration for the assets acquired in the Asera
asset acquisition. Interest expense of $104,000 was recorded in the first
quarter of fiscal 2004. We incurred no interest expense in the first quarter of
fiscal 2003.

    OTHER INCOME (EXPENSE), NET. Other income (expense), net consists
principally of gains and losses arising from the remeasurement into U.S. Dollars
of the financial statements of our foreign subsidiaries and, to a lesser extent,
bank charges and realized gains and losses on investments. Other income
(expense), net was $40,000 for the first quarter of fiscal 2004 compared to
$(8,000) for the first quarter of fiscal 2003, a change of $48,000. This change
resulted primarily from the change in net foreign currency remeasurement gains
and losses between the periods.

    INCOME TAXES. In the quarters ended June 30, 2003 and 2002, we 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,
2003, the Company had unused Federal and state net operating loss carryforwards
that may be applied to reduce future taxable income of approximately $17,831,000
and $11,585,000, respectively. The carryforwards expire at various times from
March 31, 2004 to March 31, 2023. Certain changes in ownership could result in
an annual limitation on the amount of carryforwards that may be utilized.


LIQUIDITY AND CAPITAL RESOURCES

    We had cash, cash equivalents, and short-term investments of $7,180,000 and
$13,030,000, and working capital of $3,170,000 and $12,670,000, at June 30, 2003
and 2002, respectively. 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 $2,880,000 for operating activities in the first
quarter of fiscal 2004, compared to $1,394,000 in the first quarter of fiscal
2003.


                                       14
<PAGE>

    Our primary investing activities in the three months ended June 30, 2003
consisted of net purchases of short-term investments of $1,255,000, compared to
net sales of short-term investments of $300,000 in the three months ended June
30, 2002.

    In January 2003, a $2,113,000 note payable was assumed as partial
consideration for the assets acquired in the Asera asset acquisition. Of the
assumed indebtedness, $302,000 is scheduled to be repaid in cash and, subject to
shareholder approval, the balance is to be converted into 1,646,129 shares of
our common stock. Shareholder approval was required to be obtained by August 15,
2003, otherwise the entire balance of the note, including accrued interest
thereon, would become due and payable on that date. Since the Company's 2003
annual shareholders meeting will not be held by August 15, 2003, the Company
will be unable to satisfy the conditions to the conversion of the indebtedness
by that date. On August 14, 2003, the Company obtained an extension of the
maturity date of the indebtedness from August 15, 2003 to December 31, 2003. See
"Recent Developments" for additional information.

    The following summarizes our contractual obligations at June 30, 2003:

<TABLE>
<CAPTION>
                                                   Payments Due By Period
                                   ------------------------------------------------------
                                       Total      1 Year or less   1 -3 Years  4 -5 Years
                                       -----      --------------   ----------  ----------
<S>                                   <C>            <C>          <C>         <C>
      Operating lease commitments     $2,192,000     $862,000       $987,000    $343,000
      Debt repayment
                                         302,000      302,000              -           -
                                   ------------------------------------------------------
      Total                           $2,494,000   $1,164,000       $987,000    $343,000
                                   ======================================================
</TABLE>

    Other contractual obligations at include employment agreements with certain
key employees that provide for minimum annual salaries and automatic annual
renewals at the end of the initial two-year term. The agreements generally
contain, among other things, confidentiality agreements, assignment to the
Company of inventions made during employment (and under certain circumstances
for two years following termination of employment) and non-competition
agreements for the term of the agreements plus two years. Two executive
employment/severance agreements provide for payments upon termination of
employment, either under not-for-cause circumstances or if the key employee
resigns for good reason, as defined. The maximum contingent liability under
these agreements was approximately $342,000 at June 30, 2003. In addition, we
had outstanding irrevocable letters of credit of approximately $87,000 at June
30, 2003.

    Our cash requirements for operating expenses have increased substantially
following the January 2003 Asera asset acquisition, due to the addition of
employees, leased facilities and other costs. However, we expect that revenues
will also increase due to our enhanced product offerings and cross-selling
opportunities stemming from the asset acquisition, and as IT spending increases
as general economic conditions improve. We cannot predict with certainty whether
changes in revenues and operating expenses resulting from the asset acquisition,
or due to other factors, will increase or decrease cash requirements over the
short-term or longer-term. We intend to manage the operating expenses to align
with expected revenues. If the timing or amount of future revenue growth is less
than expected due to market conditions or other factors, at the appropriate time
we would initiate actions to reduce operating expenses. Other measures might
include raising additional capital.

    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, for increased 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 and cash
equivalents and short-term investments will be sufficient to meet anticipated
liquidity needs for working capital, capital expenditures and debt satisfaction
for the next twelve months. However, the underlying assumed levels of revenues
and expenses may prove to be inaccurate. We may be required to finance any
additional requirements within the next 12 months or beyond through additional
equity, debt financings or credit facilities. We may not be able to obtain
additional financings or credit facilities, or if these funds are available they
may not be on satisfactory terms. If funding is insufficient at any time in the
future, we may be unable to develop or enhance our products or services, take
advantage of business opportunities or respond to competitive pressures. If we
raise additional funds by issuing equity securities, dilution to existing
shareholders will result.


                                       15
<PAGE>

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.

RECENT ACCOUNTING PRONOUNCEMENT

    In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances), because that instrument
represents an obligation. Many of those instruments were previously classified
as equity. The statement is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The adoption of SFAS No. 150
is not expected to have a material affect on the our financial position, results
of operations, or cash flows.

RECENT DEVELOPMENTS

    In January 2003, as partial consideration for the Asera asset acquisition,
we assumed $2,113,000 (plus accrued interest) of senior secured debt of Asera
owed to Asera's bridge lenders. Pursuant to the terms of that certain Consent
and Agreement dated as of January 8, 2003 by and among the Company, KPCB
Holdings, Inc., as nominee on behalf of the bridge lenders, Asera and Sherwood
Partners, Inc., solely in its capacity as assignee for the benefit of the Asera
creditors, the Company agreed to convert the bridge indebtedness (including all
interest accrued but unpaid thereon) into (i) 1,646,129 shares of the Company's
common stock and (ii) the right to receive, under certain circumstances,
$302,000 in cash. Under the terms of this agreement, if the conditions were not
satisfied by August 15, 2003, the bridge indebtedness would become due and
payable on such date.

    On August 14, 2003, the Company, KPCB Holdings, Inc., as nominee on behalf
of the bridge lenders, and Sherwood Partners, Inc., solely in its capacity as
assignee for the benefit of the Asera creditors, entered into amended and
restated agreements which extended the maturity date of the bridge indebtedness
from August 15, 2003 to December 31, 2003. In addition, upon satisfaction of the
conditions to conversion set forth in the amended agreements including the
receipt of shareholder approval, the Company agreed to convert the bridge
indebtedness (including all interest accrued prior to January 9, 2003 but unpaid
thereon) into (i) 1,646,129 shares of a newly authorized series of SEEC
preferred stock (the "Series A Preferred Shares") and (ii) the right to receive,
under certain circumstances, $302,000 in cash. Upon such conversion, the Company
would now be required to pay in cash all interest accrued from and after January
9, 2003 thereon to the bridge lenders. Moreover, in the event of a Company Sale
(as defined below) occurring prior to December 31, 2003, the bridge indebtedness
would become immediately payable in full.

    The Preferred Shares would be convertible into SEEC common stock on a
one-for-one basis at the option of the holders or upon the election of holders
of a majority of the Preferred Stock then outstanding. Upon the liquidation,
dissolution or winding up of the Company, the Preferred Shares would have a
liquidation preference of $1.10 per share (subject to adjustments for stock
splits, subdivisions, recombinations, reclassifications and the like) payable
prior to any payments to the holders of the Company's common stock (representing
the aggregate amount of the bridge indebtedness, on a per share basis). After
the payment of this liquidation preference, the holders of the Preferred Shares
would not participate in the distribution of the remaining proceeds of such
liquidation with the holders of the Company's common stock. A sale (or exclusive
license) of all or substantially all of our assets or a merger or consolidation
of us with or into any other company would be deemed a liquidation event for
purposes of the liquidation preference of the Preferred Shares (a "Company
Sale"). The Preferred Shares would vote along with the Company's common stock on
a one-for one basis (subject to adjustments for stock splits, subdivisions,
recombinations, reclassifications and the like). However, the Preferred Shares
would have certain protective voting rights with respect to the issuance by the
Company of any securities ranking senior to the Preferred Shares as to
dividends, liquidation, redemption, voting or conversion. The Preferred Shares
would not be listed on any securities exchange. The Preferred Shares would not
bear cumulative dividends, but would be entitled to participate in any dividend
payments made to the holders of the Company's common stock.

    Additionally, in January 2003, the Company conditionally entered into a
two-year consulting agreement with KPCB Holdings pursuant to which KPCB Holdings
agreed to provide consulting services to the Company in exchange for the
issuance of three separate performance warrants to purchase up to an aggregate
of 2,500,000 shares of the Company's common stock, at a weighted average
exercise price of $1.43 per share. The second consulting warrant was exercisable
for 500,000 shares of the Company's common stock at an exercise price of $1.35
if the Company's aggregate reported revenues for its fiscal year ending March
31, 2004 were at least $16,000,000. The third consulting warrant was exercisable
for 1,000,000 shares of the Company's common stock at an exercise price of $1.80
per share if the Company's aggregate reported revenues for its fiscal year
ending March 31, 2004 were at least $20,000,000. Alternatively, if the Company's
aggregate revenues for that fiscal year were between $16,000,000 and $20,000,000
then the warrant would only be exercisable for the pro-rata portion of the full
1,000,000 shares of the Company's common stock. The effectiveness of the
consulting agreement and the issuance of the consulting warrants was conditioned
upon, and subject to, the approval of the Company's shareholders.

    Under the terms of the amendment documents, the Company agreed to amend and
restate the consulting agreement and alter the conditions of exercisability of
the second and third consulting warrants. While the number of shares into which
the second and third consulting warrants could be exercised and the exercise
prices for such warrants remain unchanged, the performance targets for such
warrants would now apply to the Company's fiscal year ended March 31, 2005.
Additionally, the performance targets for the second and third consulting
warrants would be lowered to $15,000,000 for the second consulting warrant and
$18,000,000 for the third consulting warrant. Moreover, if there is a Company
Sale during the period beginning on May 1, 2004 and ending on March 31, 2005 and
the Company achieves certain interim revenue targets for the interim period
beginning on April 1, 2004 and ending on the date of the Company Sale, each of
the second and third consulting warrants would automatically vest in full and
become immediately exercisable in accordance with the other terms thereof. The
effectiveness of the consulting agreement and the issuance of the amended and
restated consulting warrants remain conditioned upon, and subject to, the
approval of the Company's shareholders.

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 negatively impact interest earnings. We do not currently use
derivative financial instruments to hedge these interest rate exposures.

    Foreign Currency Risk. As of June 30, 2003, 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.

    Impact of Inflation. Increases in the inflation rate are not expected to
materially affect our operating results. Inflationary cost increases have not
been material in recent years, and to the extent allowed in light of competitive
pressures, such increases are passed on to customers through increased billing
rates.


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<PAGE>


ITEM 4.  CONTROLS AND PROCEDURES

    Based on an evaluation of our disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934), the
chief executive officer and chief financial officer have concluded that our
disclosure controls and procedures as of the end of the three months ended June
30, 2003, are designed to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and are operating in an effective manner.

    There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their most recent evaluation.

                           PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    See Item 3 of Part I of our Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended March 31, 2003 for a discussion of legal proceedings,
as to which there were no material developments during the quarter ended June
30, 2003.

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 as part of this Form 10-Q.

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

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

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

         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.



(B)      REPORTS ON FORM 8-K:

    On May 22, 2003 the Company filed a Current Report on Form 8-K furnishing
the Company's press release concerning its financial results and certain other
information related to its fiscal first quarter ended June 30, 2003.



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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: September 18, 2003
                            By:                  /s/ W.B. LIPSIN
                                -----------------------------------------------
                                                   W.B. Lipsin
                                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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