<PAGE>   1

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


                       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 DECEMBER 31, 2000

                                       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 February 1, 2001, there were 6,103,692 outstanding shares of Common
Stock, par value $.01 per share, of SEEC, Inc.


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



<PAGE>   2




                                   SEEC, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                         NUMBER
                                                                         ------
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
     Consolidated Statements of Operations for the three- and
       nine-month periods ended December 31, 2000 and 1999..............   2
     Condensed Consolidated Balance Sheets as of December 31, 2000
       and March 31, 2000...............................................   3
     Condensed Consolidated Statements of Cash Flows for the nine-month
       periods ended December 31, 2000 and 1999 ........................   4
     Notes to Unaudited Consolidated Financial Statements...............  5-6
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations...........................................  6-10
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..............................................................   13



<PAGE>   3



                         PART I -- FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                                   SEEC, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                     DECEMBER 31,                    DECEMBER 31,
                                                            ----------------------------      ----------------------------
                                                                2000             1999             2000            1999
                                                            -----------      -----------      -----------      -----------
<S>                                                         <C>              <C>             <C>              <C>
REVENUES:
   Software license and maintenance fees                    $   459,282      $   646,617      $ 1,765,852      $ 3,158,550
   Professional services                                        128,615          910,915          675,218        2,134,720
                                                            -----------      -----------      -----------      -----------
   Total revenues                                               587,897        1,557,532        2,441,070        5,293,270
                                                            -----------      -----------      -----------      -----------
OPERATING EXPENSES:
   Cost of revenues:
   Software license and maintenance fees                        123,862          131,604          332,841          437,823
   Professional services                                        244,578          429,542          849,381        1,326,402
                                                            -----------      -----------      -----------      -----------
   Total cost of revenues                                       368,440          561,146        1,182,222        1,764,225
   General and administrative                                   561,749          590,987        1,800,804        1,682,124
   Sales and marketing                                        1,010,769        1,322,585        3,474,502        4,121,401
   Research and development                                     430,949          446,612        1,304,150        1,304,788
   Amortization of goodwill and other intangible assets         140,731          136,066          422,253          274,412
   Acquired in-process research and development                      --               --               --          531,100
                                                            -----------      -----------      -----------      -----------
   Total operating expenses                                   2,512,638        3,057,396        8,183,931        9,678,050
                                                            -----------      -----------      -----------      -----------
LOSS FROM OPERATIONS                                         (1,924,741)      (1,499,864)      (5,742,861)      (4,384,780)
NET INTEREST INCOME                                             342,736          358,458        1,049,267        1,075,575
                                                            -----------      -----------      -----------      -----------
LOSS BEFORE INCOME TAXES                                     (1,582,005)      (1,141,406)      (4,693,594)      (3,309,205)
INCOME TAX BENEFIT                                                   --          (90,000)              --         (355,000)
                                                            -----------      -----------      -----------      -----------
NET LOSS                                                    $(1,582,005)     $(1,051,406)     $(4,693,594)     $(2,954,205)
                                                            ===========      ===========      ===========      ===========
Basic and diluted net loss per common share                 $     (0.26)     $     (0.17)     $     (0.77)     $     (0.50)
                                                            ===========      ===========      ===========      ===========
Weighted average number of basic and
   diluted common and common equivalent
   shares outstanding                                         6,085,082        6,060,649        6,086,726        5,957,295
                                                            ===========      ===========      ===========      ===========
</TABLE>


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


<PAGE>   4

                                   SEEC, INC.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                         DECEMBER 31,        MARCH 31,
                                                                             2000              2000
                                                                         ------------      ------------
                                                                         (UNAUDITED)      (AUDITED *)
                                     ASSETS
<S>                                                                      <C>               <C>
CURRENT ASSETS:
  Cash and cash equivalents                                              $ 17,134,557      $ 18,404,429
  Short-term investments                                                    4,364,957         7,797,247
  Accounts receivable - trade, net                                            811,783         1,018,740
  Prepaid expenses and other current assets                                   348,981           483,486
                                                                         ------------      ------------
  Total current assets                                                     22,660,278        27,703,902

PROPERTY AND EQUIPMENT, NET                                                   959,008         1,135,299

GOODWILL AND OTHER INTANGIBLE ASSETS, NET                                   2,686,662         3,106,422
                                                                         ------------      ------------
                                                                         $ 26,305,948      $ 31,945,623
                                                                         ============      ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                                               $    397,841      $    584,497
  Accrued compensation                                                        530,029           717,959
  Deferred maintenance revenue                                                194,153           554,402
  Other current liabilities                                                   431,773           444,264
  Income taxes payable                                                             --            47,583
                                                                         ------------      ------------
  Total current liabilities                                                 1,553,796         2,348,705
                                                                         ------------      ------------

SHAREHOLDERS' EQUITY:
  Preferred stock--no par value; 10,000,000 shares authorized;
    none outstanding
  Common stock--$.01 par value; 20,000,000 shares authorized;
    6,309,187 shares issued at December 31, 2000 and March 31, 2000,
    respectively                                                               63,092            63,092
  Additional paid-in capital                                               34,578,566        34,576,688
  Accumulated deficit                                                      (8,876,127)       (4,130,409)
  Less treasury stock, at cost--224,105 and 194,115 shares
    at December 31, 2000 and March 31, 2000, respectively                    (997,399)         (864,521)
  Accumulated other comprehensive loss                                        (15,980)          (47,932)
                                                                         ------------      ------------
  Total shareholders' equity                                               24,752,152        29,596,918
                                                                         ------------      ------------
                                                                         $ 26,305,948      $ 31,945,623
                                                                         ============      ============

</TABLE>
------------
* Condensed from audited financial statements

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

<PAGE>   5


                                   SEEC, INC.
                Condensed Consolidated Statements Of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                             Nine Months Ended December 31,
                                                             ------------------------------
                                                                 2000              1999
                                                             ------------      ------------
<S>                                                          <C>               <C>
Cash Flows Used by Operating Activities                      $ (4,404,134)     $ (1,751,691)
                                                             ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment, net of disposals          (97,514)         (216,573)
   Purchases of short-term investments                         (2,732,493)       (4,860,021)
   Sales of short-term investments                              6,149,887         5,489,382
   Acquisition of business, net of cash acquired                       --        (2,270,075)
   Other, net                                                      (2,494)          (29,789)
                                                             ------------      ------------
     Net cash provided (used) by investing activities           3,317,386        (1,887,076)
                                                             ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Purchases of treasury stock                                   (338,522)         (135,356)
   Common stock issued                                            155,398            84,647
                                                             ------------      ------------
     Net cash used by financing activities                       (183,124)          (50,709)
                                                             ------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                      (1,269,872)       (3,689,476)
Cash and cash equivalents, beginning of period                 18,404,429        22,448,176
                                                             ------------      ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                     $ 17,134,557      $ 18,758,700
                                                             ============      ============

</TABLE>

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

<PAGE>   6



                                   SEEC, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.       BASIS OF PRESENTATION

    The accompanying unaudited consolidated financial statements include the
accounts of SEEC, Inc., its wholly-owned subsidiaries, and its unincorporated
branch operations (collectively, the "Company" or "SEEC"). Management believes
that all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair statement of results have been included in the
consolidated financial statements for the interim periods presented. All
significant intercompany accounts and transactions have been eliminated. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Operating results for interim
periods are not necessarily indicative of results that may be expected for an
entire fiscal year. Accordingly, these interim period consolidated financial
statements should be read in conjunction with the consolidated financial
statements contained in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2000.

    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
on achievement of specified performance milestones negotiated with customers.
This method, which recognizes revenues on substantially the same basis as the
percentage-of-completion method, is used because management considers milestones
to be the best available measure of progress. 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 December 31, 2000, the Company had used $1.8 million to
repurchase 386,000 shares, of which 162,000 shares were reissued to cover
Employee Stock Purchase Plan transactions, stock option exercises, stock warrant
exercises, and for other corporate purposes. Repurchased shares are recorded as
treasury shares.

<PAGE>   7


4.  EARNINGS PER SHARE

    Earnings per share ("EPS") for all periods presented is computed in
accordance with the provisions of Statement of Financial Accounting Standards
No. 128, "Earnings Per Share." All options and warrants are excluded from the
computation of net loss per share of Common Stock for the three- and nine-month
periods ended December 31, 2000 and 1999 because their effect is not dilutive.

5.  COMPREHENSIVE INCOME

    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                NINE MONTHS ENDED
                                      DECEMBER 31,                      DECEMBER 31,
                              ----------------------------      ----------------------------
                                  2000             1999             2000             1999
                              -----------      -----------      -----------      -----------
<S>                           <C>              <C>              <C>              <C>
Net loss                      $(1,582,005)     $(1,051,406)     $(4,693,594)     $(2,954,205)
Unrealized gain (loss) on
investments, net of taxes          (6,196)         (19,168)          31,952          (55,599)
                              -----------      -----------      -----------      -----------

Total comprehensive loss      $(1,588,201)     $(1,070,574)     $(4,661,642)     $(3,009,804)
                              ===========      ===========      ===========      ===========
</TABLE>


6.  INCOME TAXES

    In the three- and nine-month periods ended December 31, 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 incurred in either
period. In the three- and nine-month periods ended December 31, 1999, a
valuation allowance partially offset the deferred tax asset, resulting in a tax
benefit with an effective tax rate of 12% for both periods. As of March 31,
2000, the Company had unused Federal and state net operating loss carryforwards
that may be applied to reduce future taxable income of approximately $3,689,000
and $5,075,000, respectively. The carryforwards expire at various times from
March 31, 2006 to March 31, 2015. 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, 2000.
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.

<PAGE>   8


OVERVIEW

    SEEC, Inc. ("SEEC" or the "Company") provides integrated solutions for
transforming existing technology infrastructure to a transaction oriented
Web-centric environment. Our solutions transform custom mainframe-based software
applications into scalable, componentized Internet-enabled systems. With its
flexible architecture, scalability and short time to deployment, we believe that
we have developed the most comprehensive solution available in the market today.
Our solution addresses the full range of system understanding, business rule
mining, composite applications and Web-enablement. Our products externalize the
legacy system business logic - a critical step in e-business transformation for
every company with valuable business rules locked in mainframe computers.

    The rapid and pervasive adoption of Web-based applications and deployment of
distributed software infrastructure for applications such as B2B e-commerce,
supply chain planning, logistics and enterprise resource planning (ERP) has
necessitated the enterprise's drive toward Web-enabling mission-critical data
from legacy systems. Our products provide a new alternative to "build vs. buy"
for these e-business initiatives. Our component templates, thin-client
development expertise and domain knowledge allow for quick development of
e-business applications integrating legacy and e-business processes. Our
solutions focus on preserving the competitive advantages inherent in current
financial, customer service and industrial systems.

    We derive our revenues from software license and maintenance fees and
professional services fees. Our software is licensed primarily to Fortune 1000
companies, governmental organizations and third-party service providers.
Professional services are 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 NINE-MONTH PERIODS ENDED DECEMBER 31, 2000 AND 1999

    The following section includes information related to changes in SEEC's
Consolidated Statements of Operations. References to the third quarter of fiscal
2001 and to the third quarter of fiscal 2000 refer to the three months ended
December 31, 2000 and December 31, 1999, respectively.

    REVENUES. Total revenues for the third quarter of fiscal 2001 were $588,000
compared to $1,558,000 for the third quarter of fiscal 2000, a decrease of
$970,000 or 62%. For the nine months ended December 31, 2000, total revenues
were $2,441,000 compared to $5,293,000 for the nine months ended December 31,
1999, a decrease of $2,852,000 or 54%. The decrease resulted from the almost
complete elimination of demand for year 2000 solutions immediately following
December 31, 1999. Since that date, substantially all of our revenues have been
generated from sales of our Web-enablement and legacy system transformation
solutions (collectively, "e-business" solutions), including those revenues in
the quarter and nine-month period ended December 31, 2000. Most of our revenues
in the quarter and nine-month period ended December 31, 1999 were derived from
sales of year 2000 products and solutions.

    Software license and maintenance fees were $459,000 for the third quarter of
fiscal 2001 compared to $647,000 for the third quarter of fiscal 2000, a
decrease of $188,000 or 29%. For the nine months ended December 31, 2000,
software license and maintenance fees were $1,766,000 compared to $3,159,000 for
the nine months ended December 31, 1999, a decrease of $1,393,000 or 44%.
Professional services revenues were $129,000 for the third quarter of fiscal
2001 compared to $911,000 for the third quarter of fiscal 2000, a decrease of
$782,000 or 86%. For the nine months ended December 31, 2000, professional
services revenues were $675,000 compared to $2,135,000 for the nine months ended
December 31, 1999, a decrease of $1,460,000 or 68%. These decreases were
primarily the result of the decline in demand for year 2000 solutions, as
described above, and that decline was only partially offset by revenues from
e-business products and services in the current periods.

    COST OF REVENUES. Total cost of revenues was $368,000 for the third quarter
of fiscal 2001 compared to $561,000 for the third quarter of fiscal 2000, a
decrease of $193,000 or 34%. For the nine months ended December 31, 2000, total
cost of revenues was $1,182,000 compared to $1,764,000 for the nine months ended
December 31, 1999, a decrease of $582,000 or 33%. The decrease in the total cost
of revenues corresponds to the


<PAGE>   9

decreases in revenues, as discussed above. Due primarily to the costs incurred
for under-utilized professional staff, total costs of revenues did not decrease
as much as total revenues in terms of percentage changes between periods.

    Cost of software license and maintenance fees includes the expenses for
providing customer support services, royalties, third-party software sold, and,
to a lesser degree, the expenses of media, manuals, duplication and shipping
related to sales of certain of our software products. Customer support services
("maintenance") include telephone or online (Internet) technical assistance and
periodic software upgrades, provided to customers who have purchased maintenance
in conjunction with a software license purchases. Cost of software license and
maintenance fees was $124,000 for the third quarter of fiscal 2001 compared to
$132,000 for the third quarter of fiscal 2000, a decrease of $8,000 or 6%. For
the nine months ended December 31, 2000, cost of software license and
maintenance fees were $333,000 compared to $438,000 for the nine months ended
December 31, 1999, a decrease of $105,000 or 24%. Costs in the nine-month period
of fiscal 2000 included a royalty charge for third-party software sold, a cost
not incurred in fiscal 2001.

    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. 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 $245,000 for the
third quarter of fiscal 2001 compared to $430,000 for the third quarter of
fiscal 2000, a decrease of $185,000 or 43%. For the nine months ended December
31, 2000, professional services costs were $849,000 compared to $1,326,000 for
the nine months ended December 31, 1999, a decrease of $477,000 or 36%. Due to
the costs incurred for under-utilized professional staff, total costs of
revenues did not decrease as much as total revenues in terms of percentage
changes between periods.

    GROSS MARGINS. Total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 37% and 52% for the three- and
nine-month periods ended December 31, 2000 compared to 64% and 67% for the
three- and nine-month periods ended December 31, 1999, respectively. Gross
margin percentages were 73% and 80% for software license and maintenance fees,
and (90)% and 53% for professional services for the third quarters of fiscal
2001 and 2000, respectively. Gross margin percentages were 81% and 86% for
software license and maintenance fees, and (26)% and 38% for professional
services for the nine-month periods ended December 31, 2000 and 1999,
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. 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 percentages for the fiscal 2001 periods were
lower than the gross margin percentage for fiscal 2000 periods due to decreased
utilization rates of our billable consultants.

    GENERAL AND ADMINISTRATIVE. General and administrative expenses include the
costs of general management, finance, legal, accounting, investor relations,
office facilities and other administrative functions. General and administrative
expenses were $562,000 for the third quarter of fiscal 2001 compared to $591,000
for the third quarter of fiscal 2000, a decrease of $29,000 or 5%. This decrease
is attributable to the closing of our Munich, Germany office in December 1999,
at the end of the fiscal 2000 third quarter. For the nine months ended December
31, 2000, general and administrative expenses were $1,801,000, compared to
$1,682,000 for the nine months ended December 31, 1999, an increase of $119,000
or 7%. This increase was primarily due to increased professional consultant
fees, and the general and administrative costs of Mozart Systems Corporation
("Mozart"), which was acquired in the second quarter of fiscal 2000. The
increase in expenses was partially offset by our efforts to reduce general
expenses, including the closing of our Munich office mentioned above.

    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
$1,011,000 for the third quarter of fiscal 2001 compared to $1,323,000 for the
third quarter of fiscal 2000, a decrease of $312,000 or 24%. For the nine months
ended December 31, 2000, sales and marketing expenses were $3,475,000 compared
to $4,121,000 for the nine months ended December 31, 1999, a decrease of
$646,000 or 16%. The decreases are

<PAGE>   10

primarily due to lower marketing expenditures, to changes in the sales
organization, and also to a decrease in sales commissions expenses commensurate
with the reduction in reported revenues between the comparable periods. In
fiscal 2000 we incurred higher expenses for advertising and promotion in
conjunction with the launch of our e-business solutions. The sales organization
was restructured after the third quarter of fiscal 2000. The resultant cost
reductions are reflected in the fiscal 2001 periods.

    RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $431,000 for the third quarter of fiscal 2001, compared to $447,000 for the
third quarter of fiscal 2000, a decrease of $16,000 or 4%. For the nine months
ended December 31, 2000, expenditures for research and development were
$1,304,000 compared to $1,305,000 for the nine months ended December 31, 1999, a
decrease of $1,000 or less than 1%. These nominal decreases are primarily the
result of the elimination of special incentive compensation payments for certain
personnel, offset to a large extent by normal salary adjustments for all R&D
personnel.

      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 third quarter of fiscal 2001, amortization of goodwill and
other intangible assets amounted to $141,000 compared to $136,000 for the third
quarter of fiscal 2000, an increase of $5,000 or 4%. For the nine months ended
December 31, 2000, amortization expense was $422,000 compared to $274,000 for
the nine months ended December 31, 1999, an increase of $148,000 or 54%. These
increase are attributable to amortization of intangible assets added with the
August 1999 acquisition of Mozart.

      ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT. The Company recorded a
one-time charge of $531,000 in the second quarter of fiscal 2000 in connection
with the acquisition of Mozart. The value of acquired research and development
projects is charged to expense when, in management's opinion, the projects have
not reached technological feasibility and have no probable alternative future
use. We did not acquire any in-process research and development costs in the
nine months ended December 31, 2000.

    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 $343,000 for the
third quarter of fiscal 2001 compared to $358,000 for the third quarter of
fiscal 2000, a decrease of $15,000 or 4%. For the nine months ended December 31,
2000, net interest income was $1,049,000 compared to $1,076,000 for the nine
months ended December 31, 1999, a decrease of $27,000 or 3%. Despite the
positive impact of higher average interest rates on invested cash, the
combination of the negative impact of the decrease in cash balances and, to a
lesser extent, the realized losses on sales of short-term bond investments,
reduced net interest income between the quarterly and nine-month periods. Cash
balances have been used for the Mozart acquisition, to fund operations, and for
stock repurchases.

    INCOME TAXES. In fiscal 2001 and 2000, the Company calculated a net deferred
tax asset, which was fully offset in fiscal 2001 and partially offset in fiscal
2000 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 in the quarter or nine months ended December 31, 2000. Income tax
benefits of ($90,000) and ($355,000) were recorded for the quarter and nine
months ended December 31, 1999, respectively. At March 31, 2000, the Company had
unused Federal and state net operating loss carryforwards that may be applied to
reduce future taxable income of approximately $3,689,000 and $5,075,000,
respectively. The carryforwards expire at various times from March 31, 2006 to
March 31, 2015. 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

    We have funded our operations primarily through sales of equity securities
and through cash flows from operations. In fiscal 1997 and 1998, we raised
approximately $32.1 million, net of expenses, through public offerings totaling
3.1 million shares of the Company's Common Stock.

    At December 31, 2000, we had cash, cash equivalents, and short-term
investments of $21.5 million and working capital of $21.1 million. Excess cash
has been invested, and we expect that it will continue to be

<PAGE>   11

invested, in interest-bearing investment grade securities and money market
funds. Cash has been used primarily to fund general operations, including
ongoing research and development, to purchase property and equipment, to fund
two acquisitions, and to purchase Company Common Stock under the Stock
Repurchase Program described in Note 3 to the Unaudited Consolidated Financial
Statements. We used $4.4 million for operating activities in the nine months
ended December 31, 2000, compared to $1.8 million used for operating activities
in the nine months ended December 31, 1999. We used $98,000 and $217,000 to
purchase property and equipment, net of proceeds from disposals, in the nine
months ended December 31, 2000 and 1999, respectively. We generated $3.4 million
in cash and cash equivalents from sales of short-term investments, net of
purchases, in the nine months ended December 31, 2000, compared to $629,000
generated in the nine months ended December 31, 1999. We used $339,000 and
$135,000 for stock repurchases in the nine months ended December 31, 2000 and
1999, respectively.

    Our cash balances may be used to broaden international sales and marketing
efforts, to expand domestic 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 management's discretion, depending upon certain factors, including
economic or industry conditions, changes in the competitive environment and
strategic opportunities that may arise. Management believes 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

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

FOREIGN CURRENCY

    The overall effects of foreign currency exchange rates on our business
during the periods discussed have not been material. Movements in foreign
currency exchange rates create a degree of risk to our operations if those
movements affect the dollar value of costs incurred in foreign currencies. The
majority of our billings to date have been denominated in U.S. dollars. Changing
currency exchange rates may affect our competitive position if exchange rate
changes impact profitability and business and/or pricing strategies of foreign
competitors. Specific currencies that impact us are the British Pound Sterling,
Indian Rupee, German Deutschmark, Korean Won, and the Singapore Dollar.

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Interest Rate Risk. Our exposure to market rate risk for changes in interest
rates relates primarily to our cash equivalent investments. We have not used
derivative financial instruments. We invest our excess cash in short-term,
floating-rate instruments that carry a degree of interest rate risk. These
instruments may produce less income than expected if interest rates fall.
Conversely, if interest rates rise, the market value of our fixed-income
investments will likely be negatively impacted.

    Foreign Currency Risk. Our international business is subject to risks
typical of an international business including, but not limited to, differing
economic conditions, changes in political climate, differing tax structures,
other regulations and restrictions, and foreign exchange rate volatility.
Accordingly, our future results could be materially and adversely impacted by
changes in these or other factors. We are exposed to foreign currency exchange
rate fluctuations as the financial results of our foreign subsidiaries are
translated into U.S. dollars in consolidation. As exchange rates vary, these
results, when translated, may vary from expectations and adversely impact
overall profitability. The effect of foreign exchange rate fluctuations on us
has not been material.



<PAGE>   12



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

    Effective February 2, 2001, the Company entered into a new employment
agreement with Alan Parnass, Vice President of Web Solutions. The agreement is
filed herewith.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS:

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

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

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

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


<PAGE>   13

    (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 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.


(B)   REPORTS ON FORM 8-K:

         DATE OF THE REPORT                   SUBJECT OF THE REPORT
         ------------------                   ---------------------
          November 9, 2000          Press release announcing the appointment of
                                    Dennis Yablonsky to the company's Board of
                                    Directors. The release also disclosed that
                                    Alan Parnass converted a cash bonus of
                                    $250,000 into 9,058 shares of SEEC common
                                    stock and 100,000 non-qualified stock
                                    options with an exercise price of
                                    $4.33 per share.



<PAGE>   14


                                   SIGNATURES

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

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

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

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