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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

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

     FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

                                       OR

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

     For the transition period from __________________ to __________________


     Commission file number 0-21985


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

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

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

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

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

                                                           Yes  X    No
                                                               ---      ---

        As of January 31, 2002, there were 6,082,144 outstanding shares of
     Common Stock, par value $.01 per share, of SEEC, Inc.


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


<PAGE>




                                   SEEC, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         PAGE
                                                                                                        NUMBER
                                                                                                        ------
<S>                                                                                                     <C>
  PART I--FINANCIAL INFORMATION
  Item 1.  Financial Statements
       Consolidated Statements of Operations for the three- and nine-month periods ended
           December 31, 2001 and 2000...............................................................        2
       Condensed Consolidated Balance Sheets as of December 31, 2001 and March 31, 2001.............        3
       Condensed Consolidated Statements of Cash Flows for the nine-month periods ended
           December 31, 2001 and 2000 ..............................................................        4
       Notes to Unaudited Consolidated Financial Statements.........................................        5
  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations....        6
  Item 3.  Quantitative and Qualitative Disclosures about Market Risk...............................       10
  PART II--OTHER INFORMATION
  Item 1.  Legal Proceedings........................................................................       11
  Item 2.  Changes in Securities....................................................................       11
  Item 3.  Defaults Upon Senior Securities..........................................................       11
  Item 4.  Submission of Matters to a Vote of Security Holders......................................       11
  Item 5.  Other Information........................................................................       11
  Item 6.  Exhibits and Reports on Form 8-K.........................................................       11
  SIGNATURES........................................................................................       13

</Table>

<PAGE>


                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                   SEEC, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                     DECEMBER 31,                        DECEMBER 31,
                                                             -----------------------------       -----------------------------
                                                                2001              2000              2001              2000
                                                             -----------       -----------       -----------       -----------
<S>                                                         <C>                <C>               <C>              <C>
Revenues:
   Software license and maintenance fees                     $   343,787       $   459,282       $ 1,133,435       $ 1,765,852
   Professional services                                         204,628           128,615           605,833           675,218
                                                             -----------       -----------       -----------       -----------
   Total revenues                                                548,415           587,897         1,739,268         2,441,070
                                                             -----------       -----------       -----------       -----------
OPERATING EXPENSES:
   Cost of revenues:
   Software license and maintenance fees                          83,804           123,862           284,287           332,841
   Professional services                                         190,066           244,578           654,061           849,381
                                                             -----------       -----------       -----------       -----------
   Total cost of revenues                                        273,870           368,440           938,348         1,182,222
   General and administrative                                    438,117           561,749         1,394,050         1,800,804
   Sales and marketing                                         1,035,948         1,010,769         3,128,568         3,474,502
   Research and development                                      400,539           430,949         1,236,321         1,304,150
   Amortization of goodwill and other intangible assets           44,020           140,731           132,058           422,253
                                                             -----------       -----------       -----------       -----------
   Total operating expenses                                    2,192,494         2,512,638         6,829,345         8,183,931
                                                             -----------       -----------       -----------       -----------
LOSS FROM OPERATIONS                                          (1,644,079)       (1,924,741)       (5,090,077)       (5,742,861)
NET INTEREST INCOME                                              162,170           342,736           560,013         1,049,267
                                                             -----------       -----------       -----------       -----------
NET LOSS                                                     $(1,481,909)      $(1,582,005)      $(4,530,064)      $(4,693,594)
                                                             ===========       ===========       ===========       ===========
Basic and diluted net loss per common share                  $     (0.24)      $     (0.26)      $     (0.74)      $     (0.77)
                                                             ===========       ===========       ===========       ===========
Weighted average number of basic and
   diluted common and common equivalent
   shares outstanding                                          6,081,764         6,085,082         6,099,691         6,086,726
                                                             ===========       ===========       ===========       ===========
</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,
                                                                        2001              2001
                                                                    ------------       ------------
                                                                     (UNAUDITED)        (AUDITED *)
<S>                                                                <C>                 <C>
                                           ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                         $ 11,401,951       $ 16,049,397
  Short-term investments                                               4,325,639          4,295,952
  Accounts receivable - trade, net                                       662,206            539,682
  Prepaid expenses and other current assets                              401,429            497,011
                                                                    ------------       ------------
  Total current assets                                                16,791,225         21,382,042

PROPERTY AND EQUIPMENT, NET                                              899,615            969,476

GOODWILL AND OTHER INTANGIBLE ASSETS, NET                                242,274            370,504
                                                                    ------------       ------------
                                                                    $ 17,933,114       $ 22,722,022
                                                                    ============       ============

                         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                                          $    336,674       $    508,849
  Accrued compensation                                                   397,508            356,261
  Other current liabilities                                              269,757            284,920
  Deferred maintenance revenues                                          179,664            303,966
  Income taxes payable                                                    48,144             48,088
                                                                    ------------       ------------
  Total current liabilities                                            1,231,747          1,502,084
                                                                    ------------       ------------

SHAREHOLDERS' EQUITY:
  Preferred stock--no par value; 10,000,000 shares authorized;
    none issued
  Common stock--$.01 par value; 20,000,000 shares authorized;
    6,309,187 shares issued                                               63,092             63,092
  Additional paid-in capital                                          34,589,206         34,578,425
  Accumulated deficit                                                (17,146,786)       (12,548,380)
  Less treasury stock, at cost--238,864 and 205,495 shares
    at December 31 and March 31, 2001, respectively                     (874,912)          (903,184)
  Accumulated other comprehensive income                                  70,767             29,985
                                                                    ------------       ------------
  Total shareholders' equity                                          16,701,367         21,219,938
                                                                    ------------       ------------
                                                                    $ 17,933,114       $ 22,722,022
                                                                    ============       ============
</TABLE>

----------------
   * Condensed from audited financial statements

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



                                       3
<PAGE>

                                   SEEC, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    NINE MONTHS ENDED
                                                                       DECEMBER 31,
                                                              -------------------------------
                                                                  2001              2000
                                                              ------------       ------------
<S>                                                           <C>               <C>
Cash Flows Used by Operating Activities                       $ (4,448,534)      $ (4,404,134)
                                                              ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment, net of disposals          (169,012)           (97,514)
   Purchases of short-term investments                          (3,247,976)        (2,732,493)
   Sales of short-term investments                               3,261,972          6,149,887
   Other, net                                                       (3,827)            (2,494)
                                                              ------------       ------------
     Net cash provided (used) by investing activities             (158,843)         3,317,386
                                                              ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Purchases of treasury stock                                     (73,228)          (338,522)
   Common stock issued                                              33,159            155,398
                                                              ------------       ------------
     Net cash used by financing activities                         (40,069)          (183,124)
                                                              ------------       ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                       (4,647,446)        (1,269,872)
Cash and cash equivalents, beginning of period                  16,049,397         18,404,429
                                                              ------------       ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $ 11,401,951       $ 17,134,557
                                                              ============       ============


</TABLE>

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



                                       4
<PAGE>


                                   SEEC, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

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

2.  REVENUE RECOGNITION

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

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

3.  STOCK REPURCHASE PROGRAM

    In July 1998, the Company announced its plan to begin a stock repurchase
program, utilizing up to $3 million to buy shares of the Company's Common Stock
from time to time on the open market, subject to market conditions and other
relevant factors. The Company may use repurchased shares to cover stock option
exercises, employee stock purchase plan transactions, and for other corporate
purposes. Through December 31, 2001, the Company had used $1.8 million to
repurchase 441,875 shares, of which 203,011 shares were reissued to cover
Employee Stock Purchase Plan transactions, stock option exercises, and stock
warrant exercises. Repurchased shares are recorded as treasury shares.

4.  EARNINGS PER SHARE

    Earnings per share ("EPS") for all periods presented is computed in
accordance with the provisions of 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, 2001 and 2000, because their effect is not dilutive.


                                       5
<PAGE>

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,
                                              -------------------------   ------------------------
                                                  2001         2000          2001         2000
                                              -----------   -----------   -----------  -----------
<S>                                           <C>           <C>           <C>          <C>
       Net loss                               ($1,481,909)  ($1,582,005)  ($4,530,064) ($4,693,594)
       Unrealized gain (loss) on investments,
         net of taxes                              16,858        (6,196)       40,782       31,952
                                              -----------   -----------   -----------  -----------
       Total comprehensive loss               ($1,465,051)  ($1,588,201)  ($4,489,282) ($4,661,642)
                                              ===========   ===========   ===========  ===========
</TABLE>

6.   INCOME TAXES

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


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

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

OVERVIEW

    SEEC, Inc. ("SEEC" or the "Company") provides business-to-business (B2B)
software solutions for insurance, financial services, telecommunications and
other industries. The Company's solutions are built upon SEEC Mosaic(TM) Studio,
a platform for scalable B2B systems that extend and connect existing business
processes and systems with the Web. SEEC's solutions reuse the mission-critical
business rules locked within existing applications without disrupting current
operations or replacing back-end administrative systems. As a result, projects
can be implemented more rapidly and at lower cost, and with lower risk than with
traditional approaches.

    The growth of the Web as a medium for business and the rapid development of
B2B technologies such as XML and Web services are driving large enterprises to
externalize their traditional business processes to improve efficiency, maintain
their competitiveness, and enable future growth. Our solutions focus on
preserving the competitive advantages inherent in current financial, customer
service and industrial systems while allowing



                                       6
<PAGE>

companies to utilize the underlying value of these systems in new Web-centric
business processes. SEEC Mosaic(TM) Studio supports these efforts by
externalizing the business rules within current systems and by providing means
for quickly integrating those systems with the Web.

    The SEEC Mosaic(TM) Studio solutions are used in a wide range of industries,
and SEEC is now incorporating the SEEC Mosaic(TM) technologies in its Axcess(TM)
industry solutions for insurance and other sectors. The first of these
solutions, Axcess(TM) for Insurance, includes component templates that allow
insurance carriers to quickly automate and externalize their key sales processes
to agent and broker business partners. Axcess(TM) can reduce the carriers' costs
and improve their relations with the agents and brokers that account for the
vast majority of insurance sales. Axcess(TM), along with SEEC Mosaic(TM) Studio,
provides a new alternative to "build vs. buy" for B2B initiatives that offers a
faster return on investment.

    SEEC was founded in 1988 to develop tools and solutions for reengineering of
legacy COBOL applications. Through 1999, organizations used SEEC's solutions
extensively for year 2000 remediation and testing, legacy system maintenance,
and legacy system reengineering. In fiscal 2001, we introduced SEEC Mosaic(TM)
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.

COMPARISON OF THREE- AND NINE-MONTH PERIODS ENDED DECEMBER 31, 2001 AND 2000

    The following section includes information related to changes in SEEC's
Consolidated Statements of Operations. References to the third quarter of fiscal
2002 and to the third quarter of fiscal 2001 refer to the three-month periods
ended December 31, 2001 and December 31, 2000, respectively.

    REVENUES. Total revenues for the third quarter of fiscal 2002 were $548,000
compared to $588,000 for the third quarter of fiscal 2001, a decrease of $40,000
or 7%. For the nine months ended December 31, 2001, total revenues were
$1,739,000 compared to $2,441,000 for the nine months ended December 31, 2000, a
decrease of $702,000 or 29%.

    Software license and maintenance fees were $344,000 for the third quarter of
fiscal 2002 compared to $459,000 for the third quarter of fiscal 2001, a
decrease of $115,000 or 25%. For the nine months ended December 31, 2001,
software license and maintenance fees were $1,133,000 compared to $1,766,000 for
the nine months ended December 31, 2000, a decrease of $633,000 or 36%.
Professional services revenues were $205,000 for the third quarter of fiscal
2002 compared to $129,000 for the third quarter of fiscal 2001, an increase of
$76,000 or 59%. For the nine months ended December 31, 2001, professional
services revenues were $606,000 compared to $675,000 for the nine months ended
December 31, 2000, a decrease of $69,000 or 10%.

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

    COST OF REVENUES. Total cost of revenues was $274,000 for the third quarter
of fiscal 2002 compared to $368,000 for the third quarter of fiscal 2001, a
decrease of $94,000 or 26%. For the nine months ended December 31, 2001, total
cost of revenues was $938,000 compared to $1,182,000 for the nine months ended
December 31, 2000, a decrease of $244,000 or 21%. The decrease in total cost of
revenues is associated with the overall decline in revenues, discussed above.

    Cost of software license and maintenance fees includes the costs of
providing customer support services, royalty expenses, the cost of third-party
software sold, and, to a lesser degree, the costs of media, manuals, duplication
and shipping related to sales of certain of our software products. Customer
support is primarily delivered via telephone or online (Internet) to customers
who have purchased maintenance in conjunction with software license purchases.
Cost of software license and maintenance fees was $84,000 for the third quarter



                                       7
<PAGE>

of fiscal 2002 compared to $124,000 for the third quarter of fiscal 2001, a
decrease of $40,000 or 32%. For the nine months ended December 31, 2001, cost of
software license and maintenance fees was $284,000 compared to $333,000 for the
nine months ended December 31, 2000, a decrease of $49,000 or 15%. Expenses in
the fiscal 2001 periods included higher customer support personnel costs and
additional shipping material design and production costs.

    Professional services costs consist primarily of compensation and related
benefits, and travel and equipment for Company personnel responsible for
providing consulting and training services to customers. Professional services
costs were $190,000 for the third quarter of fiscal 2002 compared to $245,000
for the third quarter of fiscal 2001, a decrease of $55,000 or 22%. For the nine
months ended December 31, 2001, professional services costs were $654,000
compared to $849,000 for the nine months ended December 31, 2000, a decrease of
$195,000 or 23%. The decrease in professional services costs was attributable
primarily to a reduction in employment-related expenses.

    GROSS MARGINS. Total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 50% and 46% for the three- and
nine-month periods ended December 31, 2001 compared to 37% and 52% for the
three- and nine-month periods ended December 31, 2000, respectively. Gross
margin percentages were 76% and 73% for software license and maintenance fees,
and 7% and (90)% for professional services for the third quarters of fiscal 2002
and 2001, respectively. Gross margin percentages were 75% and 81% for software
license and maintenance fees, and (8)% and (26)% for professional services for
the nine-month periods ended December 31, 2001 and 2000, respectively. The gross
margin percentages for software license and maintenance fees are impacted by the
proportion of customer support services costs to the amount of software license
and maintenance fees generated in a given period. These percentages also
fluctuate depending on the mix of software products and the varying royalty
expenses, if any, associated with those products. The gross margin percentages
for professional services vary depending on the utilization rates for billable
consultants, the timing and amount of costs incurred for recruiting and training
services consultants, and the type of services provided. The gross margin
percentages for professional services in the three- and nine-month periods of
fiscal 2002 were higher than the gross margin percentages in the fiscal 2001
periods, due primarily to a reduction in payroll-related costs together with an
increase in revenues 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 $438,000 for the third quarter of fiscal 2002 compared to $562,000
for the third quarter of fiscal 2001, a decrease of $124,000 or 22%. For the
nine months ended December 31, 2001, general and administrative expenses were
$1,394,000, compared to $1,801,000 for the nine months ended December 31, 2000,
a decrease of $407,000 or 23%. These decreases were a result of ongoing efforts
to reduce general operating expenses, including the discontinuation of
operations in Singapore in the second quarter of fiscal 2001 and in Korea in the
fourth quarter of fiscal 2001, and significant reductions in the general and
administrative costs associated with Mozart Systems Corporation ("Mozart"),
which was acquired in the second quarter of fiscal 2000.

    SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and benefits of our sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
trade shows, and other promotional activities. Sales and marketing expenses were
$1,036,000 for the third quarter of fiscal 2002 compared to $1,010,000 for the
third quarter of fiscal 2001, an increase of $26,000 or 3%. For the nine months
ended December 31, 2001, sales and marketing expenses were $3,129,000 compared
to $3,475,000 for the nine months ended December 31, 2000, a decrease of
$346,000 or 10%. Expenses in the first nine months of fiscal 2001 included
higher levels of spending on advertising and promotion, particularly tradeshows
and user conferences, and the operating costs for our Korean branch that was
closed in the fourth quarter of fiscal 2001.

    RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $401,000 for the third quarter of fiscal 2002 compared to $431,000 for the
third quarter of fiscal 2001, a decrease of $30,000 or 7%. For the nine months
ended December 31, 2001, expenditures for research and development were
$1,236,000 compared to $1,304,000 for the nine months ended December 31, 2000, a
decrease of $68,000 or 5%. These decreases were the result of reductions in
employment-related expenses.



                                       8
<PAGE>

    AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. In the third quarter of fiscal 2002, amortization of goodwill and
other intangible assets amounted to $44,000 compared to $141,000 in the third
quarter of fiscal 2001, a decrease of $97,000 or 69%. For the nine months ended
December 31, 2001, amortization expense was $132,000 compared to $422,000 for
the nine months ended December 31, 2000, a decrease of $290,000 or 69%. The
reductions are due to the write-down of goodwill and other intangible assets,
recorded in the fourth quarter of fiscal 2001, which reduced the value of assets
subject to amortization in subsequent quarters.

    NET INTEREST INCOME. Net interest income consists principally of interest
income on cash equivalents and short-term investments, which are comprised
primarily of money market funds and high-grade bonds and bond funds with average
maturities of less than two years. Net interest income was $162,000 for the
third quarter of fiscal 2002 compared to $343,000 for the third quarter of
fiscal 2001, a decrease of $181,000 or 53%. For the nine months ended December
31, 2001, net interest income was $560,000 compared to $1,049,000, a decrease of
$489,000 or 47%. These decreases result from lower short-term interest rates
combined with the effect of lower cash and short-term investments balances in
the current year periods as compared to the prior year periods.

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


LIQUIDITY AND CAPITAL RESOURCES

    At December 31, 2001, we had cash, cash equivalents, and short-term
investments of $15,728,000 and working capital of $15,559,000. 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
$4,449,000 for operating activities in the nine months ended December 31, 2001,
compared to $4,404,000 used for operating activities in the nine months ended
December 31, 2000. We used $73,000 to repurchase Company stock in the nine
months ended December 31, 2001.

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

SEASONALITY

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

FOREIGN CURRENCY

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

                                       9
<PAGE>

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

OTHER

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

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

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

    Our previous business combinations were accounted for using the purchase
method. As of December 31, 2001, the net carrying amount of goodwill is $167,393
and other intangible assets is $74,881. Amortization expense during the
nine-month period ended December 31, 2001 was approximately $132,000. SEEC has
not yet determined how the adoption of SFAS Nos. 141 and 142 will impact its
financial position and results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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


                                       10
<PAGE>


                           PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS--NOT APPLICABLE

ITEM 2.  CHANGES IN SECURITIES--NOT APPLICABLE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES--NOT APPLICABLE

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

ITEM 5.  OTHER INFORMATION--NOT APPLICABLE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS:

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

<TABLE>
<CAPTION>
        EXHIBIT
          NO.                                     DESCRIPTION
        -------                                   -----------
<S>                  <C>
        2.1 (5)      Agreement and Plan of Merger dated July 16, 1999 between the Registrant
                     and Mozart Systems Corporation.
        3.1 (1)      The Registrant's Amended and Restated Articles of Incorporation.
        3.2 (1)      The Registrant's Amended and Restated Bylaws.
       10.1 (1)      SEEC, Inc. 1994 Stock Option Plan.
       10.2 (1)      Registration Rights Agreement dated as of August 15, 1996
                     among the Registrant and certain of its shareholders.
       10.3 (1)      Agreement dated July 16, 1996 between the Registrant and Raj Reddy.
       10.4 (2)      SEEC, Inc. 1997 Stock Option Plan.
       10.5 (4)      Asset Purchase Agreement dated August 7, 1998, between the Registrant and ERA.
       10.6 (3)      SEEC, Inc. 1998 Employee Stock Purchase Plan.
       10.7 (5)      Employment Agreement dated August 3, 1999 between Mozart Systems Corporation
                     and Alan P. Parnass.
       10.8 (5)      Non-Competition Agreement dated August 3, 1999 between Mozart Systems Corporation and
                     Alan P. and Kim I. Parnass.
       10.9 (6)      Agreement and Release dated March 7, 2000 between the Registrant and Allen Gart.
       10.10 (6)     Employment Agreement dated March 10, 2000 between the Registrant
                     and Ravindra Koka.
       10.11 (6)     Employment Agreement dated March 10, 2000 between the Registrant
                     and John D. Godfrey.
       10.12 (6)     Employment Agreement dated March 10, 2000 between the Registrant
                     and Richard J. Goldbach.
       10.13 (7)     Agreement dated September 22, 2000 between the Registrant and Alan Parnass.
       10.14 (8)     Employment Agreement dated February 2, 2001 between the Registrant
                     and Alan Parnass.
       10.15 (9)     Employment Agreement dated November 15, 1993 between the Registrant
                     and Shankar Krish.
       10.16 (10)    Employment Agreement dated June 13, 2001 between the Registrant
                     and Bruce W. Cameron
       21.1 (6)      Subsidiaries of the Company.

</TABLE>

----------

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

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


                                       11
<PAGE>

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

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

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

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

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

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

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

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


(B)      REPORTS ON FORM 8-K:

     No reports on Form 8-K were filed during the quarter ended December 31,
2001.



                                       12
<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: February 8, 2002
                                          By:          /s/ RAVINDRA KOKA
                                               --------------------------------
                                                         Ravindra Koka
                                                  President, Chief Executive
                                                     Officer and Director

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


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