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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

                                       OR

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

For the transition period from __________________ to __________________


Commission file number 0-21985


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

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

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

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

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

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

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


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EXPLANATORY NOTE

    This Amendment No. 1 on Form 10-Q/A to the Registrant's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 14, 2003
is being filed for the purpose of correcting Exhibits 31.1, 31.2, 32.1 and 32.2
attached thereto. We have made no further changes to the previously-filed
Quarterly Report on Form 10-Q.


PART II--ITEM 6.  EXHIBITS

(A) EXHIBITS:

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

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

         31.1     Certification of Chief Executive Officer pursuant to Rule
                  13a-14(a), as adopted pursuant to section 302 of the
                  Sarbanes-Oxley Act of 2002.

         31.2     Certification of Chief Financial Officer pursuant to Rule
                  13a-14(a), as adopted pursuant to section 302 of the
                  Sarbanes-Oxley Act of 2002.

         32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act Of 2002.

         32.2     Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act Of 2002.





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                                   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 21, 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)