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



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-Q/A
                               AMENDMENT NO. 1 TO

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                       OR


[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________


Commission file number 0-21985


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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X   No
                                      ---     ---

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

     As of February 10, 2003, there were 7,319,992 outstanding shares of Common
Stock, par value $.01 per share, of SEEC, Inc.

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

RESTATEMENT OF PRIOR FINANCIAL INFORMATION

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

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

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

     The financial results presented in this report reflect the restatement of
the Company's financial results. For the three months ended December 31, 2002,
the total impact of the adjustment is a reduction of the Company's consolidated
revenues by $103,681, or 9.1%, and an increase in the net loss by $103,681, or
23.5%. The net loss per share for the three months ended December 31, 2002
increases from $0.07 to $0.09 with the restatement. For the nine months ended
December 31, 2002, the total impact of the adjustment is a reduction of the
Company's consolidated revenues by $179,496, or 6.2%, and an increase in the net
loss by $179,496, or 6.4%. The net loss per share for the nine months ended
December 31, 2002 increases from $0.46 to $0.49 with the restatement.


EXPANDED DISCLOSURES

    In addition to the restatements described above, this report was modified to
include expanded disclosures, in response to comments received by the Company
from The Securities and Exchange Commission (`SEC") in the course of a periodic
SEC review of the Company's recent public filings. Specifically, Notes 2 and 8
were modified, and Note 9 was added, to the Notes to Unaudited Condensed
Consolidated Financial Statements. Also, Item 2, Management's Discussion and
Analysis of Financial Condition and Results of Operations, was modified to
clarify and expand the disclosures.

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

    In order to preserve the nature and character of the disclosures set forth
in such items as originally filed, this Amendment No. 1 does not reflect events
occurring after the filing of the original Quarterly Report on Form 10-Q on
February 13, 2003, or modify or update the disclosures presented in the original
Quarterly Report on Form 10-Q, except to reflect the revisions as described
above.



<PAGE>
AMENDED ITEMS

     The Company hereby amends the following items, financial statements,
exhibits or other portions of its Quarterly Report on Form 10-Q for the quarter
ended December 31, 2002, as set forth herein:

     PART I  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS.

     The financial information of the Company is amended to read in its entirety
as set forth at pages 2 through 10 herein and is incorporated herein by
reference.


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

     The information set forth under the caption "Management's Discussion and
Analysis" is amended to read in its entirety as set forth at pages 10 through 19
herein and is incorporated herein by reference.


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

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



<TABLE>
<CAPTION>
        EXHIBIT
          NO.                       DESCRIPTION
        -------                     -----------
<S>                 <C>
          31.1      Certification of Chief Executive Officer Pursuant To Rule
                    13a-14(a), As Adopted Pursuant To Section 302 Of The
                    Sarbanes-Oxley Act Of 2002.

          31.2      Certification of Chief Financial Officer Pursuant To Rule
                    13a-14(a), As Adopted Pursuant To Section 302 Of The
                    Sarbanes-Oxley Act Of 2002.

          32.2      Certification of Chief Executive Officer Pursuant To 18
                    U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of
                    The Sarbanes-Oxley Act Of 2002.

          32.2      Certification of Chief Financial Officer Pursuant To 18
                    U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of
                    The Sarbanes-Oxley Act Of 2002.
</TABLE>


<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 nine-month periods
       ended December 31, 2002 and 2001.............................................................        2

       Condensed Consolidated Balance Sheets as of December 31, 2002 and March 31, 2002.............        3

       Condensed Consolidated Statements of Cash Flows for the nine-month periods
       ended December 31, 2002 and 2001.............................................................        4

       Notes to Unaudited Consolidated Financial Statements.........................................        5

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

  Item 3.  Quantitative and Qualitative Disclosures about Market Risk...............................       20

  Item 4.  Controls and Procedures..................................................................       20

  PART II--OTHER INFORMATION

  Item 1.  Legal Proceedings........................................................................       20

  Item 2.  Changes in Securities....................................................................       20

  Item 3.  Defaults Upon Senior Securities..........................................................       20

  Item 4.  Submission of Matters to a Vote of Security Holders......................................       20

  Item 5.  Other Information........................................................................       20

  Item 6.  Exhibits and Reports on Form 8-K.........................................................       20

  SIGNATURES........................................................................................       21
</TABLE>


<PAGE>

                        PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                                   SEEC, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                     THREE MONTHS                        NINE MONTHS
                                                                   ENDED DECEMBER 31,                 ENDED DECEMBER 31,
                                                             ------------------------------      -----------------------------
                                                                 2002              2001              2002             2001
                                                             -----------       -----------       -----------       -----------
<S>                                                         <C>               <C>               <C>               <C>
REVENUES:
   Software license and maintenance fees                     $   570,558       $   343,787       $ 1,560,553       $ 1,133,435
   Professional services                                         463,045           252,620         1,136,544           713,079
                                                             -----------       -----------       -----------       -----------
   Total revenues                                              1,033,603           596,407         2,697,097         1,846,514
                                                             -----------       -----------       -----------       -----------
OPERATING EXPENSES:
   Cost of revenues:
   Software license and maintenance fees                          71,122            83,804           256,683           284,287
   Professional services                                         386,209           238,058           974,903           761,307
                                                             -----------       -----------       -----------       -----------
   Total cost of revenues                                        457,331           321,862         1,231,586         1,045,594
   General and administrative                                    416,150           438,117         1,374,122         1,394,050
   Sales and marketing                                           469,748         1,035,948         1,955,329         3,128,568
   Research and development                                      286,033           400,539           978,261         1,236,321
   Amortization of goodwill and other intangible assets            7,369            44,020            22,108           132,058
   Restructuring costs                                              --                --             344,253              --
                                                             -----------       -----------       -----------       -----------
   Total operating expenses                                    1,636,631         2,240,486         5,905,659         6,936,591
                                                             -----------       -----------       -----------       -----------
LOSS FROM OPERATIONS                                            (603,028)       (1,644,079)       (3,208,562)       (5,090,077)
NET INTEREST INCOME                                               57,459           162,170           216,777           560,013
                                                             -----------       -----------       -----------       -----------
NET LOSS                                                     $  (545,569)      $(1,481,909)      $(2,991,785)      $(4,530,064)
                                                             ===========       ===========       ===========       ===========
Basic and diluted net loss per common share                  $     (0.09)      $     (0.24)      $     (0.49)      $     (0.74)
                                                             ===========       ===========       ===========       ===========
Weighted average number of basic and
   diluted common and common equivalent
   shares outstanding                                          6,076,110         6,081,764         6,081,504         6,099,691
                                                             ===========       ===========       ===========       ===========
</TABLE>

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


                                       2
<PAGE>
                                        SEEC, INC.
                          Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                    DECEMBER 31,        MARCH 31,
                                                                        2002               2002
                                                                    ------------       ------------
                                                                     (UNAUDITED)        (AUDITED *)
                                        ASSETS
<S>                                                                <C>                <C>
CURRENT ASSETS:
  Cash and cash equivalents                                         $  9,045,951       $ 10,473,967
  Short-term investments                                               2,421,346          3,932,412
  Accounts receivable - trade, net                                       989,551            448,404
  Prepaid expenses and other current assets                              267,628            433,358
                                                                    ------------       ------------
  Total current assets                                                12,724,476         15,288,141

PROPERTY AND EQUIPMENT, NET                                              598,774            831,120

INTANGIBLE ASSETS, NET                                                    66,600             60,291
                                                                    ------------       ------------
                                                                    $ 13,389,850       $ 16,179,552
                                                                    ============       ============

                         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                                          $    231,932       $    280,481
  Accrued compensation                                                   390,369            410,801
  Other current liabilities                                              333,011            244,573
  Deferred revenues                                                      485,857            288,526
  Income taxes payable                                                    37,927             40,794
                                                                    ------------       ------------
  Total current liabilities                                            1,479,096          1,265,175
                                                                    ------------       ------------

SHAREHOLDERS' EQUITY:
  Preferred stock--no par value; 10,000,000 shares authorized;
    none issued
  Common stock--$.01 par value; 20,000,000 shares authorized;
    6,309,187 shares issued                                               63,092             63,092
  Additional paid-in capital                                          34,589,206         34,589,206
  Accumulated deficit                                                (21,920,767)       (18,906,681)
  Less treasury stock, at cost--252,130 and 227,043 shares
    at December 31 and March 31, 2002, respectively                     (840,109)          (827,605)
  Accumulated other comprehensive income (loss)                           19,332             (3,635)
                                                                    ------------       ------------
  Total shareholders' equity                                          11,910,754         14,914,377
                                                                    ------------       ------------
                                                                    $ 13,389,850       $ 16,179,552
                                                                    ============       ============
</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>
                                                                    NINE MONTHS ENDED
                                                                        DECEMBER 31,
                                                              -------------------------------
                                                                   2002               2001
                                                              ------------       ------------

<S>                                                           <C>                <C>
CASH FLOWS USED BY OPERATING ACTIVITIES                       $ (2,868,929)      $ (4,448,534)
                                                              ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment, net of disposals           (12,956)          (169,012)
   Purchases of short-term investments                                --           (3,247,976)
   Sales of short-term investments                               1,513,580          3,261,972
   Other, net                                                      (28,417)            (3,827)
                                                              ------------       ------------
     Net cash provided (used) by investing activities            1,472,207           (158,843)
                                                              ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Purchases of treasury stock                                     (36,047)           (73,228)
   Common stock issued                                               4,753             33,159
                                                              ------------       ------------
     Net cash used by financing activities                         (31,294)           (40,069)
                                                              ------------       ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                       (1,428,016)        (4,647,446)
Cash and cash equivalents, beginning of period                  10,473,967         16,049,397
                                                              ------------       ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $  9,045,951       $ 11,401,951
                                                              ============       ============
</TABLE>



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


                                       4
<PAGE>
                                   SEEC, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION

    The accompanying unaudited condensed consolidated financial statements
include the accounts of SEEC, Inc. and its wholly-owned subsidiaries
(collectively, the "Company" or "SEEC") , and have been prepared in accordance
with accounting principles generally accepted in the United States of America
("United States") for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of
1934. Accordingly, they do not include all of the information and disclosures
required by accounting principles generally accepted in the United States for
complete financial statements. Management believes that all adjustments,
consisting only of normal recurring adjustments, considered necessary for a fair
statement of results have been included in the consolidated financial statements
for the interim periods presented. All significant intercompany accounts and
transactions have been eliminated. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. Operating results for interim periods are not necessarily
indicative of results that may be expected for an entire fiscal year.
Accordingly, these interim period condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements
contained in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2002.

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

2.   REVENUE RECOGNITION

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

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

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



                                       5
<PAGE>

maintenance contract revenues are deferred and recognized ratably over the term
of the related agreement, generally twelve months.

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

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

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


3.   STOCK REPURCHASE PROGRAM

    In July 1998, the Company announced its plan to begin a stock repurchase
program, utilizing up to $3 million to repurchase shares of the Company's Common
Stock from time to time on the open market, subject to market conditions and
other relevant factors. The Company may use repurchased shares to cover stock
option exercises, Employee Stock Purchase Plan transactions, and for other
corporate purposes. Through December 31, 2002, the Company had used $1.9 million
to repurchase 473,175 shares, of which 221,045 shares were reissued to cover
Employee Stock Purchase Plan transactions, stock option exercises, and stock
warrant exercises. Repurchased shares are recorded as treasury shares.

4.   NET LOSS PER SHARE

    Net loss per share for all periods presented is computed in accordance with
the provisions of Statement of Financial Accounting Standards No. 128, "Earnings
Per Share." Options and warrants are excluded from the computation of net loss
per share of common stock for the three- and nine-month periods ended December
31, 2002 and 2001,


                                       6
<PAGE>

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          NINE MONTHS ENDED
                                                    DECEMBER 31,                DECEMBER 31,
                                              --------------------------  -------------------------
                                                  2002         2001          2002         2001
                                              ------------- ------------  ------------ ------------
<S>                                           <C>         <C>           <C>          <C>
       Net loss                                 ($545,569)  ($1,481,909)  ($2,991,785) ($4,530,064)
       Unrealized gain (loss) on investments,
        net of taxes                               (7,403)       16,858        22,967       40,782
                                              ------------- ------------  ------------ ------------
       Total comprehensive loss                 ($552,972)  ($1,465,051)  ($2,968,818) ($4,489,282)
                                              ============= ============  ============ ============

</TABLE>

6.   RESTRUCTURING COSTS

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

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

<TABLE>
<CAPTION>
                                                          CHARGED TO
                                                          OPERATIONS                       RESTRUCTURING
                                                         THREE MONTHS                      LIABILITIES AT
                                                            ENDED          TOTAL CASH       DECEMBER 31,
                                                        JUNE 30, 2002       PAYMENTS            2002
                                                        ---------------    ------------    ---------------
<S>                                                      <C>                <C>            <C>
     Cash Provisions:
       Workforce reduction...............................  $146,235          $(101,235)         45,000
       Non-cancelable leases.............................   135,000            (33,750)        101,250
                                                           --------          ---------        --------
                                                            281,235          $(134,985)       $146,250
                                                           ========          =========        ========

     Non-cash:
       Write-off of excess property and equipment........    63,018
                                                           --------
                                                           $344,253
                                                           ========
</TABLE>

7.   INCOME TAXES

     In the three- and nine-month periods ended December 31, 2002 and 2001, the
Company calculated a deferred tax asset, which was offset by a valuation
allowance due to the uncertainty of realization of the Company's net


                                       7
<PAGE>



operating loss carryforwards, resulting in no tax provision or benefit accrued
in the periods. As of March 31, 2002, the Company had unused Federal and state
net operating loss carryforwards that may be applied to reduce future taxable
income of approximately $14,399,000 and $8,190,000, respectively. The
carryforwards expire at various times from March 31, 2007 to March 31, 2022.
Certain changes in ownership could result in an annual limitation on the amount
of carryforwards that may be utilized.

8.   SUBSEQUENT EVENTS

     Asset Purchase -- On January 8, 2003, the Company acquired certain assets
of Asera, Inc. ("Asera"), including the Asera name, intellectual property and
customers. SEEC also hired certain of the former Asera's staff. In return, SEEC
assumed certain liabilities of Asera. On January 6, 2003, Asera transferred all
of its assets to Sherwood Partners, Inc. ("Sherwood") in an assignment-for-the-
benefit-of-creditors transaction. Pursuant to an Asset Purchase Agreement dated
January 8, 2003 between the Company and Sherwood, the Company acquired the
following former Asera assets (the "Asset Purchase"):

          (a)  All cash and accounts receivable in excess of $650,000 in the
               aggregate;

          (b)  All equipment, machinery, computer hardware and software,
               materials, prototypes, tools, supplies, vehicles, furniture and
               fixtures;

          (c)  All raw materials, work-in-process and finished goods inventory;

          (d)  All intellectual property;

          (e)  Certain customer lists;

          (f)  Certain of Asera's contracts; and

          (g)  All advertising, marketing and promotional materials.

     The Company did not acquire certain of the assets of Asera, including the
capital stock or assets of Asera's wholly-owned subsidiaries in the United
Kingdom, Germany and India, nor did the Company acquire any real property leases
to which Asera or any of its subsidiaries was a party.

     As consideration for the Asset Purchase, the Company assumed the following
indebtedness:


          (a)  $1,065,214 of the secured indebtedness of Asera owing to Venture
               Lending & Leasing III, Inc., Third Coast Capital, Venture Banking
               Group, GATX Ventures, Inc. and Heller Financial Leasing, Inc.;

          (b)  $506,440 of the secured indebtedness of Asera owing to Comdisco
               Ventures, Inc.;

          (c)  $2,112,525 of the secured indebtedness of Asera owing to KPCB
               Holdings, Inc. ("KPCB"), as representative and collateral agent,
               and certain other lenders (the "Bridge Lenders"); and

          (d)  The obligations of Asera arising under certain maintenance and
               other contracts.

     The assumed indebtedness described in items (a) and (b) above was paid in
full by the Company on January 8, 2003. Additionally, pursuant to a Consent and
Agreement dated January 8, 2003 by and among the Company, Asera and KPCB, as the
representative and collateral agent for and on behalf of the Bridge Lenders, the
Company agreed to convert the assumed indebtedness described in paragraph (c)
into (i) 1,646,129 shares of the Company's common stock ("Conversion Shares")
and (ii) the right to receive, in certain circumstances, an aggregate of
$301,782, subject in the case of each of items (i) and (ii) to the satisfaction
of certain specified conditions including, without limitation, the approval of
the Company's shareholders. The Company has agreed to register the Conversion
Shares for resale under the Securities Act of 1933, as amended (the "Securities
Act").

     As further consideration for the purchased assets, the Company agreed to
issue to Sherwood for the benefit of unsecured creditors of Asera, a warrant to
purchase an aggregate of 20,000 shares of the Company's common stock. The
issuance of the warrant is subject to the satisfaction of certain specified
conditions including, without limitation, the approval of the Company's
shareholders. If approved, this warrant is expected to be issued as soon as
practicable

                                       8
<PAGE>

following shareholder approval, at which time the warrant will be valued and
characterized as partial consideration for the Asset Acquisition. This warrant
may be exercised at any time from the date it is issued until the second
anniversary of its issuance. The Company has agreed to register the shares upon
exercise of the warrant for resale under the Securities Act.

     The Company also agreed to pay from time to time, in its sole discretion,
cash to Sherwood for the purpose of paying certain unsecured creditors of Asera.
In determining whether to deliver any cash payments to Sherwood for this
purpose, the Company would consider a number of factors including the type and
size of the unsecured claim which the unsecured creditor may have against Asera
as well as the continuing or prospective business relationship which the
unsecured creditor has or may have with the Company. Under no circumstances
would the amount to be paid by the Company under this agreement exceed $500,000.

     Prior to the assignment for the benefit of creditors, Asera had developed
and marketed order management and supply chain management solutions and a
software platform for building flexible, composite applications that leverage
existing enterprise software systems including Enterprise Resource Planning
("ERP") and other back-end packages. The Company intends to continue to use the
equipment and other physical property acquired from Sherwood for these or
similar purposes.

     Stock Sale and Related Agreements -- Also on January 8, 2003, in a private
placement transaction, the Company sold 1,205,354 shares of common stock to KPCB
for cash consideration of $1,301,782. The shares were issued pursuant to Section
4 (2) and Regulation D promulgated under the Securities Act. In connection with
the private placement transaction, the Company agreed that for so long as KPCB
owns at least 200,000 of the private placement shares, it will use its best
efforts to cause two designees of KPCB to be appointed to its board of
directors. Effective immediately following the closing of this transaction, a
general partner of KPCB was named to the Company's board of directors as one of
these two designees. Pursuant to the private placement transaction, the Company
also agreed to cause a registration statement covering the issued shares to be
filed with the SEC.

     The Company also entered into a two-year Consulting Agreement with KPCB on
January 8, 2003, pursuant to which KPCB agreed to provide certain consulting
services to the Company in exchange for the issuance of certain performance
warrants to purchase up to 2,500,000 shares of the Company's common stock (the
"Consulting Warrants"), effective upon the satisfaction of certain specified
conditions including, without limitation, the approval of the Company's
shareholders. The Company has agreed to prepare and file with the SEC a Form S-3
registration statement under the Securities Act, registering the resale by KPCB
of the shares issuable upon exercise of the warrants.

    In accordance with generally accepted accounting principles, the Company's
financial statements will not reflect the effects of the Consulting Warrants
until shareholder approval is obtained.

    The first Consulting Warrant is exercisable for up to 1,000,000 shares of
Company common stock at an exercise price of $1.10 per share. If approved by the
Company's shareholders at the Company's Annual Meeting, the warrant will be
issued and will be immediately exercisable as of the eighth day of each calendar
month from February 2003 to the date of such approval, for 41,667 shares of
common stock at each monthly exercise date. Thereafter, the warrant will become
exercisable for an additional 41,667 shares each month through December 2004. On
or after January 8, 2005, the warrant will become exercisable for the entire
1,000,000 shares of common stock. In addition, the warrant will automatically
become exercisable for the full 1,000,0000, upon certain occurrences. The
warrant may be exercised at any time until the fifth anniversary of its date of
issuance. If the issuance of the warrant is approved, the Company will value the
first Consulting Warrant as a series of twenty-four individual warrants and will
initially record as expense the value of the individual warrants as of the date
of shareholder approval. Thereafter, additional expense will be recorded as
warrants become exercisable each month, through the two-year term of the
underlying consulting agreement. The value of the warrants will be determined
according to the Black-Scholes pricing model.

    The second Consulting Warrant will be exercisable for 500,000 shares of
common stock at an exercise price of $1.35 per share, subject to shareholder
approval, if the Company's aggregate reported revenues for fiscal year ending
March 31, 2004 are at least $16,000,000. Otherwise, the warrant is not
exercisable. If exercisable, the warrant may be exercised at any time from April
1, 2004 through April 1, 2009.

                                       9
<PAGE>

    The third Consulting Warrant will be exercisable for 1,000,000 shares of the
Company's common stock at an exercise price of $1.80 per share, subject to
shareholder approval, if aggregate reported revenues for fiscal year ending
March 31, 2004 are at least $20,000,000. If the Company's revenues for that
fiscal year are between $16,000,000 and $20,000,000, then the warrant will be
exercisable for a pro-rata portion of the full 1,000,000 shares of common stock.
If the Company's revenues for that fiscal year are $16,000,000 or less, the
warrant will not be exercisable. The warrant, if exercisable, may be exercised
at any time from April 1, 2004 through April 1, 2009.

    The ultimate values of the second and third Consulting Warrants, if issuance
is approved by shareholders, will be contingent upon the Company's attaining the
prescribed revenue goals for fiscal year 2004. No accounting recognition will be
given to these warrants, unless and until the revenue goals are attained. Then,
the warrant(s) would be valued according to the Black-Scholes pricing model, and
the resulting expense would be recorded in the fourth quarterly period of the
year ending March 31, 2004.


9.   GOODWILL AMORTIZATION

    Effective April 1, 2002, the Company adopted SFAS No. 142, Goodwill and
Other Intangible Assets, and accordingly, no longer amortizes goodwill and other
intangible assets with indefinite lives. As a result of write-downs of goodwill
resulting from impairment evaluations performed in fiscal 2001 and 2002, there
was no goodwill reflected on the balance sheet as of April 1, 2002.

    The following pro forma financial information reflects consolidated results
adjusted as if SFAS No. 142 had been adopted for the periods ended December 31,
2001:


<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                  DECEMBER 31,                       DECEMBER 31,
                                            2002              2001              2002              2001
<S>                                    <C>               <C>               <C>               <C>
Reported net loss                        ($  545,569)      ($1,481,909)      ($2,991,785)      ($4,530,064)

Goodwill amortization                           --              36,097              --             108,291
                                         -----------       -----------       -----------       -----------
Adjusted net loss                        ($  545,569)      ($1,445,812)      ($2,991,785)      ($4,421,773)
                                         ===========       ===========       ===========       ===========

Reported basic and diluted loss per
share                                    $     (0.09)      $     (0.24)      $     (0.49)      $     (0.74)
Goodwill amortization per share                 --                --                --                0.02
                                         -----------       -----------       -----------       -----------
Adjusted basic and diluted loss per
share                                    $     (0.09)      $     (0.24)      $     (0.49)      $     (0.72)
                                         ===========       ===========       ===========       ===========
</TABLE>


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


    The previous discussion and other sections of this Form 10-Q contain
forward-looking statements that have been made pursuant to the provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on current expectations, estimates and projections about
our industry, management's beliefs, and certain assumptions made by management.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," "may," and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and actual actions or results may differ materially from those
discussed. These statements are subject to certain risks, uncertainties and
assumptions that are difficult to predict, including those set forth in SEEC's
Annual Report on Form 10-K for the year ended March 31, 2002. We undertake no
obligation to update publicly any forward-looking statements as a result of new
information, future events or otherwise, unless required by law. Readers should,
however, carefully review the risk factors included in other reports or
documents filed by us from time to time with the Securities and Exchange
Commission.

OVERVIEW

     SEEC, Inc. ("SEEC" or the "Company") provides business-to-business (B2B)
software solutions that help insurance, financial services, telecommunications
and other large companies automate key business processes by


                                       10
<PAGE>
evolving and integrating their current applications and systems, saving time and
money. The Company's solutions are built upon SEEC Mosaic(TM) Studio, a suite of
legacy evolution tools and component templates for creating composite
applications that support real-time, collaborative business processes. The SEEC
solutions can be implemented without materially disrupting current operations or
replacing back-end administrative systems, providing a lower cost, shorter time,
and lower risk for development and deployment than traditional approaches. With
our ability to externalize business rules under a flexible architecture based on
XML (eXtensible Markup Language), Web services and other emerging standards, we
believe that we have one of the leading cost-effective B2B solutions available
in the market today. Our solutions are used by more than 30 large global
companies.

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

    The SEEC Mosaic Studio solutions are used in a wide range of industries, and
SEEC is now extending the SEEC Mosaic technologies to include component
templates that are used to deliver Axcess(TM) industry solutions for insurance
and other sectors. The first of these solutions, Axcess for Insurance, allows
insurance carriers to quickly automate their customer service, policy rating and
other processes. Axcess will reduce the carriers' costs and improve their
relations with customers and the agents and brokers that account for the vast
majority of insurance sales. Axcess, along with SEEC Mosaic Studio, provides a
new alternative to "build vs. buy" for B2B initiatives that offers a faster
return on investment.

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

    SEEC was founded in 1988 to develop tools and solutions for reengineering of
legacy COBOL (COmmon Business Oriented Language) applications. Through 1999,
organizations used SEEC's solutions extensively for year 2000 remediation and
testing, legacy system maintenance, and legacy system reengineering. In fiscal
2001, we introduced SEEC Mosaic Studio. Our customer base consists primarily of
large and medium-sized organizations including corporations, third-party
information technology ("IT") service providers, higher education institutions,
non-profit entities and governmental agencies. We derive our revenues from
software license and maintenance fees and professional services fees.
Professional services are typically provided to customers in conjunction with
the license of software products. Our enterprise solutions and software products
and services are marketed through a broad range of distribution channels,
including direct sales to end users, and to end users in conjunction with our
partners.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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



                                       11
<PAGE>
    We believe the following critical accounting policies impact the most
significant judgments and estimates used in the preparation of our consolidated
financial statements. Information regarding our other accounting policies is
included in our Annual Report on Form 10-K for the year ended March 31, 2002.

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

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

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

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



                                       12
<PAGE>
    Consulting services are typically provided in support of product license
sales to help customers more effectively use the Company's software products, or
to deploy and customize the Company's solutions and products at customer
locations. Engagements may include end-to-end project services or project
management services, delivered either at the customer location or off-site by
project consultants. Training includes a variety of courses to help customers
apply SEEC's software products and methodologies. Consulting and training
services are provided under time-and-materials contracts. Revenues from
time-and-materials contracts are recognized as the services are provided. If
there is a significant uncertainty about the project completion or receipt of
payment for the consulting services, revenue is deferred until the uncertainty
is sufficiently resolved. In accordance with Emerging Issues Task Force ("EITF")
Topic No. 01-14, "Income Statement Characterization of Reimbursements Received
for 'Out-of-Pocket' Expenses Incurred," we characterize reimbursements received
for out-of-pocket expenses as revenue and the associated costs as cost of
revenues in the statement of operations. All prior year amounts have been
reclassified to be consistent with the current year's presentation.

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

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

    Allowance for Doubtful Accounts. We record allowances for estimated losses
resulting from the inability of our customers to make required payments. We
assess the credit worthiness of our customers based on past collection history
and specific risks identified in our outstanding accounts receivable. If the
financial condition of a customer deteriorates such that its ability to make
payments might be impaired, or if payments from a customer are significantly
delayed, additional allowances might be required, resulting in future bad debt
expense not provided in the allowance for doubtful accounts at December 31,
2002.

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

COMPARISON OF THREE- AND NINE-MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001

    The following section includes information related to changes in SEEC's
Consolidated Statements of Operations. References to the third quarter of fiscal
2003 and to the third quarter of fiscal 2002 refer to the three months ended
December 31, 2002 and December 31, 2001, respectively.


                                       13
<PAGE>

    REVENUES. Total revenues for the third quarter of fiscal 2003 were
$1,034,000 compared to $596,000 for the third quarter of fiscal 2002, an
increase of $438,000 or 73%. For the nine months ended December 31, 2002, total
revenues were $2,697,000 compared to $1,847,000 for the nine months ended
December 31, 2001, an increase of $850,000 or 46%.

    Software license and maintenance fees were $571,000 for the third quarter of
fiscal 2003 compared to $344,000 for the third quarter of fiscal 2002, an
increase of $227,000 or 66%. For the nine months ended December 31, 2002,
software license and maintenance fees were $1,561,000 compared to $1,133,000 for
the nine months ended December 31, 2001, an increase of $428,000 or 38%.
Professional services revenues were $463,000 for the third quarter of fiscal
2003 compared to $253,000 for the third quarter of fiscal 2002, an increase of
$210,000 or 83%. For the nine months ended December 31, 2002, professional
services revenues were $1,137,000 compared to $713,000 for the nine months ended
December 31, 2001, an increase of $424,000 or 59%.

     The increases in revenues are attributable to increased direct and indirect
sales activity in the Mosaic Studio and Axcess product categories, more the
result of the timing of customers' decisions to purchase than a change in demand
or in sales efforts. Sales during the first three quarters of fiscal year 2003
included our first sale of Axcess components, which generated 15% and 14% of
total revenues for the nine months and three months ended December 31, 2002,
respectively. Significant professional services were delivered in the nine-month
period of fiscal 2003, particularly related to project engagements (including
the Axcess sale) with two customers in the insurance industry. These engagements
were responsible for approximately 52% of professional services revenues for the
nine months ended December 31, 2002. While we expect to generate additional
revenues from these two customers in future quarters, we cannot predict the
amount or timing of such revenues.

    COST OF REVENUES. Total cost of revenues was $457,000 for the third quarter
of fiscal 2003 compared to $322,000 for the third quarter of fiscal 2002, an
increase of $135,000 or 42%. For the nine months ended December 31, 2002, total
cost of revenues was $1,232,000 compared to $1,046,000 for the nine months ended
December 31, 2001, an increase of $186,000 or 18%. The increases in total cost
of revenues are attributable primarily to an increase in the salary and benefits
costs of personnel providing the professional services. The increased demand for
professional services was primarily addressed by increased utilization rates of
our consultants and by redeploying qualified personnel from other departments
within SEEC, rather than by subcontracting or hiring new employees.

    Cost of software license and maintenance fees includes the costs of
providing customer support services, the cost of third-party software licensed,
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 $71,000 for the third quarter of
fiscal 2003 compared to $84,000 for the third quarter of fiscal 2002, a decrease
of $13,000 or 15%. For the nine months ended December 31, 2002, cost of software
license and maintenance fees was $257,000 compared to $284,000 for the nine
months ended December 31, 2001, a decrease of $27,000 or 10%. These decreases
were due primarily to reduced personnel costs.

    Professional services costs consist primarily of compensation and related
taxes and benefits for Company personnel responsible for providing consulting
and training services to customers. Professional services costs were $386,000
for the third quarter of fiscal 2003 compared to $238,000 for the third quarter
of fiscal 2002, an increase of $148,000 or 62%. For the nine months ended
December 31, 2002, professional services costs were $975,000 compared to
$761,000 for the nine months ended December 31, 2001, an increase of $214,000 or
28%. The increases in professional services costs are attributable primarily to
an increase in the salary and benefits costs of personnel providing the
professional services. The increased demand for professional services was met by
increased utilization rates of our consultants and by redeploying qualified
personnel from the research and development department. The compensation and
benefits expenses for such redeployed personnel were classified as professional
services costs for the time spent providing billable consulting services to
customers.

    GROSS MARGINS. Total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 56% and 54% for the three- and
nine-month periods ended December 31, 2002 compared to 46% and 43% for the
three- and nine-month periods ended December 31, 2001, respectively. Gross
margin percentages were 88% and 76% for software license and maintenance fees,
and 17% and 6% for professional services, for the third quarters of fiscal 2003
and 2002, respectively. Gross margin percentages were 84% and 75% for software
license and


                                       14
<PAGE>
maintenance fees, and 14% and (7)% for professional services, for the nine-month
periods ended December 31, 2002 and 2001, respectively. The gross margin
percentages for software license and maintenance fees are impacted by the
proportion of customer support services costs to the amount of software license
and maintenance fees generated in a given period. These percentages also
fluctuate depending on the mix of software products and the varying royalty
expenses, if any, associated with those products. The gross margin percentages
for professional services vary depending on the utilization rates of billable
consultants, the timing and amount of costs incurred for recruiting and training
services consultants, and the type of services provided. The gross margin
percentages for professional services in the three- and nine-month periods ended
December 31, 2002 were higher than the gross margin percentages in the fiscal
2002 periods due primarily to an increase in revenues, which in turn improved
the utilization rates of billable consultants between the periods.

    GENERAL AND ADMINISTRATIVE. General and administrative expenses include the
costs of general management, finance, legal, accounting, investor relations,
office facilities and other administrative functions. General and administrative
expenses were $416,000 for the third quarter of fiscal 2003 compared to $438,000
for the third quarter of fiscal 2002, a decrease of $22,000 or 5%. For the nine
months ended December 31, 2002, general and administrative expenses were
$1,374,000, compared to $1,394,000 for the nine months ended December 31, 2001,
a decrease of $20,000 or 1%. The decreases in the fiscal 2003 periods compared
to fiscal 2002 are due primarily to reduced compensation costs. The decrease in
the nine-month compensation costs was partially offset by employee severance
costs of $79,000, which were expensed in the second quarter of fiscal 2003.

    SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and benefits of our sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
trade shows, and other promotional activities. Sales and marketing expenses were
$470,000 for the third quarter of fiscal 2003 compared to $1,036,000 for the
third quarter of fiscal 2002, a decrease of $566,000 or 55%. For the nine months
ended December 31, 2002, sales and marketing expenses were $1,955,000 compared
to $3,129,000 for the nine months ended December 31, 2001, a decrease of
$1,174,000 or 38%. Expenses in the prior year periods included higher levels of
spending on recruitment and employment-related expenses, and on advertising and
promotion, generally related to the November 2001 introduction of our Axcess for
Insurance solution. Furthermore, the June 2002 restructuring, which marked a
shift in our sales strategy for Axcess, resulted in an overall reduction in
expenses in the second and third quarters of fiscal 2003, compared to the
prior-year quarters.

    RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $286,000 for the third quarter of fiscal 2003 compared to $401,000 for the
third quarter of fiscal 2002, a decrease of $115,000 or 29%. For the nine months
ended December 31, 2002, expenditures for research and development were $978,000
compared to $1,236,000 for the nine months ended December 31, 2001, a decrease
of $258,000 or 21%. These decreases were the result of reductions in
employment-related expenses. A larger proportion of development work was shifted
from the United States to India, where personnel costs are lower. Also, some
research and development personnel were temporarily redeployed to billable
services during the second and third quarters of fiscal year 2003 to meet the
increased demand for professional services. Personnel expenses and related costs
were recorded as cost of revenues during the redeployment periods.

    AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS. Intangible assets are
amortized over their estimated useful lives of five to seven years. Prior to
April 1, 2002, goodwill had been amortized over an estimated useful life
of five years. Goodwill amortization was discontinued in fiscal 2003 due to the
write-down in the fourth quarter of fiscal 2002 of all remaining goodwill at
that time. In the third quarter of fiscal 2003, amortization expense was $7,000
compared to $44,000 for the third quarter of fiscal 2002, a decrease of $37,000
or 84%. For the nine months ended December 31, 2002, amortization expense was
$22,000 compared to $132,000 for the nine months ended December 31, 2001, a
decrease of $110,000 or 83%. The reductions were due primarily to the write-down
of goodwill recorded in the fourth quarter of fiscal 2002, which had the effect
of reducing amortization expense by $36,000 per quarter in fiscal 2003. Goodwill
arising from future acquisitions, if any, will be accounted for in accordance
with Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets," which stipulates that effective April 1, 2002, goodwill is
no longer to be amortized.

     RESTRUCTURING AND IMPAIRMENT CHARGES. In June 2002, we adopted a formal
plan to reduce operating costs, including the shift in our direct sales strategy
related to Axcess for Insurance solutions. Our strategy in implementing the
restructuring was to reduce operating costs while focusing our direct sales
efforts on the SEEC Mosaic Studio product line. We intend to continue to market
the Axcess for Insurance solution through alliances


                                       15
<PAGE>
with strategic partners, who, we believe, can offer a broader solution for the
insurance market and can leverage their greater sales and marketing resources
and existing customer relationships. In connection with this plan, during the
first quarter of fiscal 2003, we recorded restructuring costs of $344,253,
consisting of charges for workforce reduction, the write-off of abandoned excess
property and equipment, and an accrual for noncancelable lease obligations
related to unused facilities. See Note 6.

     At the time the restructuring plan was implemented, we expected that its
effect would be to reduce quarterly operating expenses by approximately $500,000
by the third quarter of fiscal 2003, compared to average quarterly operating
expenses in fiscal 2002. Of the $500,000 in anticipated quarterly savings, 60%
was estimated to come from reduced employee costs (salaries, benefits, etc.), 7%
from reductions in depreciation and lease costs, and 33% from reductions in
other sales and marketing costs.

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

    NET INTEREST INCOME. Net interest income consists principally of interest
income on cash equivalents and short-term investments, which are comprised
primarily of money market funds and high-grade bonds with average maturities of
less than two years. Net interest income was $57,000 for the third quarter of
fiscal 2003 compared to $162,000 for the third quarter of fiscal 2002, a
decrease of $105,000 or 65%. For the nine months ended December 31, 2002, net
interest income was $217,000 compared to $560,000, a decrease of $343,000 or
61%. These decreases result from lower cash and short-term investments balances
combined with the effect of lower short-term interest rates in the current year
periods as compared to the prior year periods.

    INCOME TAXES. In fiscal 2003 and 2002, the Company calculated a net deferred
tax asset, which was fully offset by a valuation allowance due to the
uncertainty of realization of our net operating loss carryforwards. As a result,
no provision for income taxes was recorded. At March 31, 2002, SEEC had unused
Federal and state net operating loss carryforwards that may be applied to reduce
future taxable income of approximately $14,399,000 and $8,190,000, respectively.
The carryforwards expire at various times from March 31, 2007 to March 31, 2022.
Certain changes in SEEC's ownership could result in an annual limitation on the
amount of carryforwards that may be utilized.


LIQUIDITY AND CAPITAL RESOURCES

    At December 31, 2002, we had cash, cash equivalents, and short-term
investments of $11,467,000 and working capital of $11,245,000. 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
$468,000 for operating activities in the third quarter of fiscal 2003, compared
to $1,158,000 in the third quarter of fiscal 2002. In the nine month periods
ended December 31, 2002 and 2001, we used $2,869,000 and $4,449,000,
respectively, for operating activities. Our primary investing activities in the
nine months ended December 31, 2002 consisted of net sales of short-term
investments of $1,514,000, compared to net sales of short-term investments of
$14,000 in the nine months ended December 31, 2001. We used $36,000 for stock
repurchases in the nine months ended December 31, 2002, compared to $73,000 used
for stock repurchases in the nine months ended December 31, 2001. Proceeds from
common stock issued totaled $5,000 and $33,000 in the nine months ended December
31, 2002 and 2001, respectively.

    In connection with the equity investment transaction by KPCB Holdings, Inc.
described in Note 8 above, in January 2003 we received $1,302,000 in Cash for
the sale of common stock. Additionally, in connection with the Asera asset
acquisition described in Note 8, we assumed $3,684,000 of secured debt, of which
$1,572,000 was repaid coincident with the closing of the transaction. Of the
remaining $2,112,000 of assumed indebtedness, $302,000 is scheduled to be repaid
in cash and, subject to shareholder approval, the balance is to be converted
into 1,646,129 shares of our common stock. If the satisfaction of the conditions
to the conversion of the note payable, including shareholder approval of such
conversion, does not occur by August 15, 2003, the note (with accrued interest
at 8% per annum) will become immediately due and payable on such date.

                                       16
<PAGE>
    The following summarizes our contractual obligations at December 31, 2002,
plus contractual obligations added in connection with the January 8, 2003 Asera
asset acquisition, and the effect these contractual obligations are expected to
have on our liquidity and cash flows in future periods. Not reflected in the
table are the January 8, 2003 payment of $1,572,000 against secured debt assumed
in connection with the Asera asset acquisition, or any transaction or other
acquisition costs related to the Asera asset acquisition, estimated to be in the
range of $1 million.

<TABLE>
<CAPTION>
                                                   Payments Due By Period
                                   -------------------------------------------------------

                                       Total      1 Year or less    1 -3 Years  4 -5 Years
                                       -----      --------------    ----------  ----------
<S>                                 <C>            <C>            <C>           <C>
      Operating lease commitments     $2,511,000     $764,000       $1,210,000    $537,000
      Debt repayment
                                         302,000      302,000                -           -
                                   -------------------------------------------------------
      Total                           $2,813,000   $1,066,000       $1,210,000    $537,000
                                   =======================================================
</TABLE>


    Other contractual obligations include employment agreements with certain key
employees that provide for minimum annual salaries and automatic annual renewals
at the end of the initial two-year term. Two executive employment/severance
agreements provide for payments upon termination of employment, either under
not-for-cause circumstances or if the key employee resigns for good reason (as
defined in the agreements). The maximum contingent liability under these
agreements was approximately $342,000 at December 31, 2002. In addition, we had
outstanding irrevocable letters of credit of approximately $87,000 at December
31, 2002.

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

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


SEASONALITY

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

FOREIGN CURRENCY

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

    The functional currency of our foreign subsidiaries is the U.S. dollar.
Monetary assets and liabilities of these subsidiaries and branches are
remeasured at the current exchange rate at the balance sheet date, and
non-monetary

                                       17
<PAGE>
items are remeasured at historical rates. Revenues and expenses are remeasured
using the average exchange rate during the period.

RECENT ACCOUNTING STANDARDS

    In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires the use of the purchase method of accounting and prohibits the use
of the pooling-of-interests method of accounting for business combinations
initiated after June 30, 2001. Our previous business combinations were accounted
for using the purchase method. SFAS No. 141 also requires that acquired
intangible assets be recognized apart from goodwill if the acquired intangible
assets meet certain criteria. In accordance with the guidelines in SFAS No. 142,
goodwill and other intangible assets with indefinite useful lives will be tested
for impairment annually, or more frequently if impairment indicators arise.
Separable intangible assets that are not deemed to have an indefinite life will
continue to be amortized over their useful lives. SFAS No. 142 must be applied
to all goodwill and other intangible assets recognized at December 15, 2001,
regardless of when those assets were initially recognized. In accordance with
the provisions of the statement, we adopted SFAS 142 on April 1, 2002. Under the
new standard, we reassessed the useful lives of other intangible assets during
the first quarter of fiscal 2003. SFAS No. 142 requires that a transitional
goodwill impairment test be completed six months from the date of adoption. The
adoption of the new standards did not have a material affect on our financial
position, results of operations, or cash flows.

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

    In November 2001, the FASB's Emerging Issues task Force ("EITF") issued EITF
Topic No. D-103, "Income Statement Characterization of Reimbursements Received
for 'Out-of-Pocket' Expenses Incurred." In January 2002, the EITF issued Topic
No. D-103 as EITF Issue 01-14, "Income Statement Characterization of
Reimbursements Received for `Out-of-Pocket' Expenses Incurred." Topic No. D-103
requires companies to characterize reimbursements received for out-of-pocket
expenses as revenue in the statement of operations. The Company has historically
netted reimbursements received for out-of-pocket expenses against the related
expenses in the consolidated statements of operations. Prior period amounts have
been reclassified on the accompanying Consolidated Statements of Operations to
comply with EITF Issue 01-14. The adoption of the new standard did not have a
material affect on our financial position, results of operations, or cash flows.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
SFAS Nos. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical
Corrections." SFAS No. 145 rescinds Statement No. 4, "Reporting Gains and Losses
from Extinguishments of Debt," and an amendment of that Statement, Statement No.
64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." SFAS
No. 145 also rescinds Statement No. 44, "Accounting for Intangible Assets of
Motor Carriers." SFAS no. 145 amends Statement No. 13, "Accounting for Leases,"
to eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. SFAS No.
145 also amends other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their applicability under
changed conditions. The provision of SFAS No. 145 related to the rescission of
FASB Statement No. 4 is applicable in fiscal years beginning after May 15, 2002.
The provisions of SFAS No. 145 related to FASB Statement No. 13 is applicable to
transactions occurring after May 15, 2002, with early application encouraged.
The Company does not expect that the adoption of SFAS No. 145 will have
significant impact on its consolidated results of operations, financial position
or cash flows.

    In June 2002, the FASB issued SFAS No. 146, "'Accounting for Costs
Associated with Exit or Disposal Activities." This statement superseded EITF No.
94-3, "Liability Recognition for Certain Employee Termination


                                       18
<PAGE>
Benefits and Other Costs to Exit an Activity." Under this statement, a liability
or a cost associated with a disposal or exit activity is recognized at fair
value when the liability is incurred rather than at the date of an entity's
commitment to an exit plan, as required under EITF 94-3. The provision of this
statement is effective for exit or disposal activities that are initiated after
December 31, 2002, with early adoption permitted. The Company is currently
evaluating the affect, if any, that the adoption of SFAS No. 146 will have on
its consolidated financial position and results of operations.

    In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
is required to follow the prescribed format and provide the additional
disclosures required by SFAS No. 148 in its annual financial statements for the
year ending March 31, 2003 and must also provide the disclosures in its
quarterly reports containing condensed financial statements for interim periods
beginning with the quarterly period ending June 30, 2003.

                                       19
<PAGE>
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.

ITEM 4. CONTROLS AND PROCEDURES

    Based on their evaluation as of a date within 90 days of the filing date of
this amendment to the Quarterly Report on Form 10-Q/A, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures (as defined in rules 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1937 (the "Exchange Act")) are effective to
ensure that information required to be disclosed by the Company in reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.


                           PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS--NOT APPLICABLE

ITEM 2.  CHANGES IN SECURITIES--NOT APPLICABLE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES--NOT APPLICABLE

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

ITEM 5.  OTHER INFORMATION--NOT APPLICABLE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS:

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

<TABLE>
<CAPTION>
        EXHIBIT
          NO.                                           DESCRIPTION
        -------        --------------------------------------------------------------------------------
<S>                   <C>
         31.1          Certification of Chief Executive Officer Pursuant To Rule 13a-14(a), As
                       Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.

         31.2          Certification of Chief Financial Officer Pursuant To Rule 13a-14(a), As
                       Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.

         32.2          Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350,
                       As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.

         32.2          Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350,
                       As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.
</TABLE>

(b)  REPORTS ON FORM 8-K:

     No reports on Form 8-K were filed during the quarter ended December 31,
     2002.


                                       20
<PAGE>
                                  SIGNATURES

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

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

Date:  August 22, 2003
                             By:           /s/    RAVINDRA KOKA
                                 ----------------------------------------------
                                              Ravindra Koka
                               President, Chief Executive Officer and Director
                                        (Principal Executive Officer)

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

                                       21