<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission file number 0-21985


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

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

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

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

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

                                 Yes [X] No [ ]

      As of October 31, 2001, there were 6,077,210 outstanding shares of Common
Stock, par value $.01 per share, of SEEC, Inc.
<PAGE>
                                   SEEC, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          PAGE
                                                                                                         NUMBER
                                                                                                         ------
<S>                                                                                                      <C>
PART I -- FINANCIAL INFORMATION
Item 1.  Financial Statements
      Consolidated Statements of Operations for the three- and six-month periods ended
          September 30, 2001 and 2000................................................................        2
      Condensed Consolidated Balance Sheets as of September 30, 2001 and March 31, 2001..............        3
      Condensed Consolidated Statements of Cash Flows for the six-month periods ended
          September 30, 2001 and 2000 ...............................................................        4
      Notes to Unaudited Consolidated Financial Statements...........................................        5
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.......        6
Item 3.  Quantitative and Qualitative Disclosures about Market Risk..................................       10

PART II -- OTHER INFORMATION
Item 1.  Legal Proceedings...........................................................................       11
Item 2.  Changes in Securities.......................................................................       11
Item 3.  Defaults Upon Senior Securities.............................................................       11
Item 4.  Submission of Matters to a Vote of Security Holders.........................................       11
Item 5.  Other Information...........................................................................       11
Item 6.  Exhibits and Reports on Form 8-K............................................................       12

SIGNATURES...........................................................................................       14
</TABLE>
<PAGE>
                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

                                   SEEC, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                                        SEPTEMBER 30,                         SEPTEMBER 30,
                                                               ------------------------------        -------------------------------
                                                                   2001               2000               2001               2000
                                                               -----------        -----------        -----------        ------------
<S>                                                            <C>                <C>                <C>                <C>
Revenues:
  Software license and maintenance fees                        $   447,291        $   625,346        $   789,648        $ 1,306,570
  Professional services                                            158,420            152,900            401,205            546,603
                                                               -----------        -----------        -----------        -----------
    Total revenues                                                 605,711            778,246          1,190,853          1,853,173
                                                               -----------        -----------        -----------        -----------
OPERATING EXPENSES:
 Cost of revenues:
  Software license and maintenance fees                             89,099             96,060            200,483            208,979
  Professional services                                            228,651            272,646            463,995            604,803
                                                               -----------        -----------        -----------        -----------
    Total cost of revenues                                         317,750            368,706            664,478            813,782
 General and administrative                                        481,197            659,083            955,934          1,239,055
 Sales and marketing                                             1,040,792          1,278,257          2,092,620          2,463,733
 Research and development                                          383,556            399,684            835,782            873,201
 Amortization of goodwill and other intangible assets               44,019            140,814             88,038            281,522
                                                               -----------        -----------        -----------        -----------
    Total operating expenses                                     2,267,314          2,846,544          4,636,852          5,671,293
                                                               -----------        -----------        -----------        -----------
LOSS FROM OPERATIONS                                            (1,661,603)        (2,068,298)        (3,445,999)        (3,818,120)
NET INTEREST INCOME                                                174,625            365,190            397,843            706,531
                                                               -----------        -----------        -----------        -----------
NET LOSS                                                       $(1,486,978)       $(1,703,108)       $(3,048,156)       $(3,111,589)
                                                               ===========        ===========        ===========        ===========
Basic and diluted net loss per common share                    $     (0.24)       $     (0.28)       $     (0.50)       $     (0.51)
                                                               ===========        ===========        ===========        ===========
Weighted average number of basic and
  diluted common and common equivalent
  shares outstanding                                             6,113,659          6,079,706          6,108,703          6,087,552
                                                               ===========        ===========        ===========        ===========
</TABLE>

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


                                       2
<PAGE>
                                   SEEC, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   SEPTEMBER 30,        MARCH 31,
                                                                       2001               2001
                                                                   ------------       ------------
                                                                    (UNAUDITED)       (AUDITED *)

<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                                         $ 12,810,483       $ 16,049,397
 Short-term investments                                               4,200,229          4,295,952
 Accounts receivable - trade, net                                       692,087            539,682
 Prepaid expenses and other current assets                              418,262            497,011
                                                                   ------------       ------------
    Total current assets                                             18,121,061         21,382,042

PROPERTY AND EQUIPMENT, NET                                             850,270            969,476

GOODWILL AND OTHER INTANGIBLE ASSETS, NET                               284,329            370,504
                                                                   ------------       ------------
                                                                   $ 19,255,660       $ 22,722,022
                                                                   ============       ============

                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable - trade                                          $    226,718       $    508,849
 Accrued compensation                                                   345,849            356,261
 Other current liabilities                                              253,269            284,920
 Deferred maintenance revenues                                          175,944            303,966
 Income taxes payable                                                    49,399             48,088
                                                                   ------------       ------------
    Total current liabilities                                         1,051,179          1,502,084
                                                                   ------------       ------------

SHAREHOLDERS' EQUITY:
 Preferred stock--no par value; 10,000,000 shares authorized;
   none issued
 Common stock--$.01 par value; 20,000,000 shares authorized;
   6,309,187 shares issued                                               63,092             63,092
 Additional paid-in capital                                          34,589,206         34,578,425
 Accumulated deficit                                                (15,646,841)       (12,548,380)
 Less treasury stock, at cost--211,677 and 205,495 shares
   at September 30 and March 31, 2001, respectively                    (854,885)          (903,184)
 Accumulated other comprehensive income                                  53,909             29,985
                                                                   ------------       ------------
    Total shareholders' equity                                       18,204,481         21,219,938
                                                                   ------------       ------------
                                                                   $ 19,255,660       $ 22,722,022
                                                                   ============       ============
</TABLE>
--------
* Condensed from audited financial statements

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


                                       3
<PAGE>
                                   SEEC, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED
                                                                        SEPTEMBER 30,
                                                               ------------------------------
                                                                   2001                2000
                                                               -----------        -----------
<S>                                                            <C>                <C>
CASH FLOWS USED BY OPERATING ACTIVITIES                        $(3,290,864)       $(2,984,532)
                                                               -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment, net of disposals          (47,943)           (78,512)
    Purchases of short-term investments                           (767,057)        (1,906,162)
    Sales of short-term investments                                870,819          4,813,062
    Other, net                                                      (1,863)            (1,870)
                                                               -----------        -----------
     Net cash provided by investing activities                      53,956          2,826,518
                                                               -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Purchases of treasury stock                                    (33,014)          (338,522)
    Common stock issued                                             31,008            155,398
                                                               -----------        -----------
     Net cash used by financing activities                          (2,006)          (183,124)
                                                               -----------        -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                       (3,238,914)          (341,138)
Cash and cash equivalents, beginning of period                  16,049,397         18,404,429
                                                               -----------        -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                       $12,810,483        $18,063,291
                                                               ===========        ===========
</TABLE>

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


                                       4
<PAGE>
                                   SEEC, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF PRESENTATION

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

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

2.    REVENUE RECOGNITION

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

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

3.    STOCK REPURCHASE PROGRAM

      In July 1998, the Company announced its plan to begin a stock repurchase
program, utilizing up to $3 million to buy shares of the Company's Common Stock
from time to time on the open market, subject to market conditions and other
relevant factors. The Company may use repurchased shares to cover stock option
exercises, employee stock purchase plan transactions, and for other corporate
purposes. Through September 30, 2001, the Company had used $1.8 million to
repurchase 409,800 shares, of which 198,123 shares were reissued to cover
Employee Stock Purchase Plan transactions, stock option exercises, and stock
warrant exercises. Repurchased shares are recorded as treasury shares.

4.    EARNINGS PER SHARE

      Earnings per share ("EPS") for all periods presented is computed in
accordance with the provisions of


                                       5
<PAGE>
Statement of Financial Accounting Standards No. 128, "Earnings Per Share."
Options and warrants are excluded from the computation of net loss per share of
common stock for the three- and six-month periods ended September 30, 2001 and
2000, because their effect is not dilutive.

5.    COMPREHENSIVE INCOME (LOSS)

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

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED                   SIX MONTHS ENDED
                                              SEPTEMBER 30,                       SEPTEMBER 30,
                                     -----------------------------       -----------------------------
                                         2001             2000              2001              2000
                                     -----------       -----------       -----------       -----------
<S>                                  <C>               <C>               <C>               <C>
Net loss                             $(1,486,978)      $(1,703,108)      $(3,048,156)      $(3,111,589)
Unrealized gain on investments,
net of taxes                              64,626            24,560            23,924            38,148
                                     -----------       -----------       -----------       -----------

Total comprehensive loss             $(1,422,352)      $(1,678,548)      $(3,024,232)      $(3,073,441)
                                     ===========       ===========       ===========       ===========
</TABLE>


6.    INCOME TAXES

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


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

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

OVERVIEW

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


                                       6
<PAGE>
      SEEC was founded in 1988 to develop tools and solutions for reengineering
of legacy COBOL applications. Through 1999, organizations used SEEC's solutions
extensively for year 2000 remediation and testing, legacy system maintenance,
and legacy system reengineering. In fiscal 2001, we introduced SEEC Mosaic
Studio and SEEC Mosaic eSolutions, a comprehensive system transformation
toolkit. We have developed and continue to enhance vertical industry solutions
that include function-specific application components and activation services
for rapid deployment of customized applications.

      Initially, our primary vertical industry target is the insurance industry,
where our solutions are expected to enable our customers to reduce expenses
while empowering their agent/broker network with improved access to information
and an automated premium quoting process. In the future we plan to expand our
vertical solutions to industries such as healthcare and financial services that
employ mainframe systems and need to leverage the Web to increase revenues,
reduce expenses, or both.

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

COMPARISON OF THREE- AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000

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

      REVENUES. Total revenues for the second quarter of fiscal 2002 were
$606,000 compared to $778,000 for the second quarter of fiscal 2001, a decrease
of $172,000 or 22%. For the six months ended September 30, 2001, total revenues
were $1,191,000 compared to $1,853,000 for the six months ended September 30,
2000, a decrease of $662,000 or 36%.

      Software license and maintenance fees were $447,000 for the second quarter
of fiscal 2002 compared to $625,000 for the second quarter of fiscal 2001, a
decrease of $178,000 or 28%. For the six months ended September 30, 2001,
software license and maintenance fees were $790,000 compared to $1,307,000 for
the six months ended September 30, 2000, a decrease of $517,000 or 40%.
Professional services revenues were $158,000 for the second quarter of fiscal
2002 compared to $153,000 for the second quarter of fiscal 2001, an increase of
$5,000 or 3%. For the six months ended September 30, 2001, professional services
revenues were $401,000 compared to $547,000 for the six months ended September
30, 2000, a decrease of $146,000 or 27%.

      The decreases in revenues are primarily attributable to the global
economic slowdown, as many companies have chosen to defer or reduce the rate of
spending on information technology ("IT") projects. This reduced spending on
software and services has negatively impacted our revenues.

      COST OF REVENUES. Total cost of revenues was $318,000 for the second
quarter of fiscal 2002 compared to $369,000 for the second quarter of fiscal
2001, a decrease of $51,000 or 14%. For the six months ended September 30, 2001,
total cost of revenues was $664,000 compared to $814,000 for the six months
ended September 30, 2000, a decrease of $150,000 or 18%. The decrease in total
cost of revenues is associated with the overall decline in revenues, discussed
above.

      Cost of software license and maintenance fees includes the costs of
providing customer support services, royalty expenses, the cost of third-party
software sold, and, to a lesser degree, the costs of media, manuals, duplication
and shipping related to sales of certain of our software products. Customer
support is primarily delivered via telephone or online (Internet) to customers
who have purchased maintenance in conjunction with software license purchases.
Cost of software license and maintenance fees was $89,000 for the second quarter
of fiscal 2002 compared to $96,000 for the second quarter of fiscal 2001, a
decrease of $7,000 or 7%. For the six


                                       7
<PAGE>
months ended September 30, 2001, cost of software license and maintenance fees
were $200,000 compared to $209,000 for the six months ended September 30, 2000,
a decrease of $9,000 or 4%.

      Professional services costs consist primarily of compensation and related
benefits, and travel and equipment for Company personnel responsible for
providing consulting and training services to customers. Professional services
costs were $229,000 for the second quarter of fiscal 2002 compared to $273,000
for the second quarter of fiscal 2001, a decrease of $44,000 or 16%. For the six
months ended September 30, 2001, professional services costs were $464,000
compared to $605,000 for the six months ended September 30, 2000, a decrease of
$141,000 or 23%. The decrease in professional services costs was attributable
primarily to the reduction in employment-related expenses.

      GROSS MARGINS. Total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 48% and 44% for the three- and
six-month periods ended September 30, 2001 compared to 53% and 56% for the
three- and six-month periods ended September 30, 2000, respectively. Gross
margin percentages were 80% and 85% for software license and maintenance fees,
and (44)% and (78)% for professional services for the second quarters of fiscal
2002 and 2001, respectively. Gross margin percentages were 75% and 84% for
software license and maintenance fees, and (16)% and (11)% for professional
services for the six-month periods ended September 30, 2001 and 2000,
respectively. The gross margin percentages for software license and maintenance
fees are impacted by the proportion of customer support services costs to the
amount of software license and maintenance fees generated in a given period.
These percentages also fluctuate depending on the mix of software products and
the varying royalty expenses, if any, associated with those products. The gross
margin percentages for professional services vary depending on the utilization
rates 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 second quarter of
fiscal 2002 was higher than the gross margin percentage in fiscal 2001 due
primarily to a reduction in payroll costs, with little change in revenues
between the periods. In the six-month periods, the gross margin percentage for
professional services in fiscal 2002 was lower than in fiscal 2001 because of
the decrease in professional services revenues.

      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 $481,000 for the second quarter of fiscal 2002 compared to
$659,000 for the second quarter of fiscal 2001, a decrease of $178,000 or 27%.
For the six months ended September 30, 2001, general and administrative expenses
were $956,000, compared to $1,239,000 for the six months ended September 30,
2000, a decrease of $283,000 or 23%. These decreases were a result of ongoing
efforts to reduce general operating expenses, including the discontinuation of
operations in Singapore in the second quarter of fiscal 2001 and in Korea in the
fourth quarter of fiscal 2001, and significant reductions in the general and
administrative costs associated with Mozart Systems Corporation ("Mozart"),
which was acquired in the second quarter of fiscal 2000.

      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
$1,041,000 for the second quarter of fiscal 2002 compared to $1,278,000 for the
second quarter of fiscal 2001, a decrease of $237,000 or 19%. For the six months
ended September 30, 2001, sales and marketing expenses were $2,093,000 compared
to $2,464,000 for the six months ended September 30, 2000, a decrease of
$371,000 or 15%. Expenses in the first six months of fiscal 2001 included higher
levels of spending on advertising and promotion, particularly tradeshows and
user conferences, and the operating costs for our Korean branch that was closed
in the fourth quarter of fiscal 2001.

      RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $384,000 for the second quarter of fiscal 2002 compared to $400,000 for the
second quarter of fiscal 2001, a decrease of $16,000 or 4%. For the six months
ended September 30, 2001, expenditures for research and development were
$836,000 compared to $873,000 for the six months ended September 30, 2000, a
decrease of $37,000 or 4%. These decreases were the result of reductions in
employment-related expenses.

      AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. In the second quarter of fiscal 2002, amortization of


                                       8
<PAGE>
goodwill and other intangible assets amounted to $44,000 compared to $141,000
for the second quarter of fiscal 2001, a decrease of $97,000 or 69%. For the six
months ended September 30, 2001, amortization expense was $88,000 compared to
$282,000 for the six months ended September 30, 2000, a decrease of $194,000 or
69%. The reductions are due to the write-down of goodwill and other intangible
assets recorded in the fourth quarter of fiscal 2001, which reduced the amount
of these assets subject to amortization in subsequent quarters.

      NET INTEREST INCOME. Net interest income consists principally of interest
income on cash equivalents and short-term investments, which are comprised
primarily of money market funds and high-grade bonds and bond funds with average
maturities of less than two years. Net interest income was $175,000 for the
second quarter of fiscal 2002 compared to $365,000 for the second quarter of
fiscal 2001, a decrease of $190,000 or 52%. For the six months ended September
30, 2001, net interest income was $398,000 compared to $707,000, a decrease of
$309,000 or 44%. These decreases result from lower cash and short-term
investments balances combined with the effect of lower short-term interest rates
in the current year periods as compared to the prior year periods.

      INCOME TAXES. In fiscal 2002 and 2001, the Company calculated a net
deferred tax asset, which was fully offset by a valuation allowance due to the
uncertainty of realization of our net operating loss carryforwards. As a result,
no provision for income taxes was recorded. At March 31, 2001, SEEC had unused
Federal and state net operating loss carryforwards that may be applied to reduce
future taxable income of approximately $8,207,000 and $7,765,000, respectively.
The carryforwards expire at various times from March 31, 2007 to March 31, 2016.
Certain changes in SEEC's ownership could result in an annual limitation on the
amount of carryforwards that may be utilized.


LIQUIDITY AND CAPITAL RESOURCES

      At September 30, 2001, we had cash, cash equivalents, and short-term
investments of $17,011,000 and working capital of $17,070,000. Excess cash has
been invested, and we expect that it will continue to be invested, in
interest-bearing investment grade securities and money market funds. We used
$3,291,000 for operating activities in the six months ended September 30, 2001,
compared to $2,985,000 used for operating activities in the six months ended
September 30, 2000. In the six months ended September 30, 2001, we generated
$104,000 in cash and cash equivalents from sales of short-term investments, net
of purchases, and we used $33,000 for stock repurchases.

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

SEASONALITY

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

FOREIGN CURRENCY

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


                                       9
<PAGE>
      The functional currency of our foreign subsidiaries is the U.S. dollar.
Monetary assets and liabilities of these subsidiaries and branches are
remeasured at the current exchange rate at the balance sheet date, and
non-monetary items are translated at historical rates. Revenues and expenses are
translated using the average exchange rate during the period.

OTHER

      In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires the
use of the purchase method of accounting and prohibits the use of the
pooling-of-interests method of accounting for business combinations initiated
after June 30, 2001. SFAS No. 141 also requires that the Company recognize
acquired intangible assets apart from goodwill if the acquired intangible assets
meet certain criteria. SFAS No. 141 applies to all business combinations
initiated after June 30, 2001. It also may require, upon adoption of SFAS No.
142, that the Company reclassify the carrying amounts of intangible assets and
goodwill based on the criteria in SFAS No. 141.

      SFAS No. 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS No. 142 requires that the Company identify reporting units for
the purpose of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of any intangible asset with an indefinite useful life. An
intangible asset with an indefinite useful life should be tested for impairment
in accordance with the guidelines in SFAS No. 142. SFAS No. 142 is required to
be applied in fiscal years beginning after December 15, 2001 to all goodwill and
other intangible assets recognized at that date, regardless of when those assets
were initially recognized.

      SEEC expects to adopt the new standards beginning April 1, 2002. SFAS No.
142 requires the Company to complete a transitional goodwill impairment test six
months from the date of adoption. The Company is also required to reassess the
useful lives of other intangible assets within the first interim quarter after
adoption of SFAS No. 142.

      The Company's previous business combinations were accounted for using the
purchase method. As of September 30, 2001, the net carrying amount of goodwill
is $203,262 and other intangible assets is $81,067. Amortization expense during
the six-month period ended September 30, 2001 was approximately $88,000. The
Company has not yet determined how the adoption of SFAS Nos. 141 and 142 will
impact its financial position and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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


                                       10
<PAGE>
                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS -- NOT APPLICABLE

ITEM 2. CHANGES IN SECURITIES -- NOT APPLICABLE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES -- NOT APPLICABLE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -- NOT APPLICABLE

ITEM 5. OTHER INFORMATION -- NOT APPLICABLE


                                       11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS:

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

<TABLE>
<CAPTION>
       EXHIBIT
          NO.                                 DESCRIPTION
     -----------       ---------------------------------------------------------------------------------
<S>                    <C>
        2.1 (5)        Agreement and Plan of Merger dated July 16, 1999 between the Registrant
                       and Mozart Systems Corporation.

        3.1 (1)        The Registrant's Amended and Restated Articles of Incorporation.

        3.2 (1)        The Registrant's Amended and Restated Bylaws.

       10.1 (1)        SEEC, Inc. 1994 Stock Option Plan.

       10.2 (1)        Registration Rights Agreement dated as of August 15, 1996
                       among the Registrant and certain of its shareholders.

       10.3 (1)        Agreement dated July 16, 1996 between the Registrant and Raj Reddy.

       10.4 (2)        SEEC, Inc. 1997 Stock Option Plan.

       10.5 (4)        Asset Purchase Agreement dated August 7, 1998, between the Registrant and ERA.

       10.6 (3)        SEEC, Inc. 1998 Employee Stock Purchase Plan.

       10.7 (5)        Employment Agreement dated August 3, 1999 between Mozart Systems Corporation
                       and Alan P. Parnass.

       10.8 (5)        Non-Competition Agreement dated August 3, 1999 between Mozart Systems Corporation
                       and Alan P. and Kim I. Parnass.

       10.9 (6)        Agreement and Release dated March 7, 2000 between the Registrant and Allen Gart.

      10.10 (6)        Employment Agreement dated March 10, 2000 between the Registrant
                       and Ravindra Koka.

      10.11 (6)        Employment Agreement dated March 10, 2000 between the Registrant
                       and John D. Godfrey.

      10.12 (6)        Employment Agreement dated March 10, 2000 between the Registrant
                       and Richard J. Goldbach.

      10.13 (7)        Agreement dated September 22, 2000 between the Registrant and Alan Parnass.

      10.14 (8)        Employment Agreement dated February 2, 2001 between the Registrant
                       and Alan Parnass.

      10.15 (9)        Employment Agreement dated November 15, 1993 between the Registrant
                       and Shankar Krish.

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

       21.1 (6)        Subsidiaries of the Company.
</TABLE>


----------

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

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

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

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

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

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

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


                                       12
<PAGE>
      (8)   Incorporated by reference to Exhibits to the Company's Quarterly
            Report on Form 10-Q for the period ended December 31, 2000, File No.
            0-21985.

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

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

(b)   REPORTS ON FORM 8-K:

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


                                       13
<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: November 13, 2001
                             By:           /s/    RAVINDRA KOKA
                                 -----------------------------------------------
                                                  Ravindra Koka
                                 President, Chief Executive Officer and Director

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


                                       14