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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

|(Mark One)                                                   |                                                                                         
|------------------------------------------------------------ | ----------------------------------------------------------------------------------------
|ý                                                            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2002                 
|OR                                                          
|o                                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the Transition period
from                            to

Commission File No. 1-15213

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BRAUN CONSULTING LOGO

Braun Consulting, Inc.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)               |  | 36-3702425(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------ |  | ----------------------------------------------
|20 West Kinzie, Suite 1600
Chicago, Illinois(Address of principal executive offices) |  | 60610(Zip Code)                               
|Registrant's telephone number including area code:(312) 984-7000                    
|Securities registered pursuant to Section 12(b) of the Act:None                     
|Securities registered pursuant to Section 12(g) of the Act:                         

Title of classCommon stock, par value $.001 per share


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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, and (2) has been subject to such filing requirements for the past
90 days: Yes ý    No o.

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: o.

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

The
aggregate market value of the registant's common stock held by non-affiliates of the registrant as of June 30, 2002 (computed by reference to the quoted last
selling price of such stock on June 28, 2002), was $35,813,954. For the purpose of this calculation only, the assumption was that the registrant's directors and executive officers are
affiliates.

The
number of shares outstanding of the registrant's common stock as of February 14, 2003, was 17,913,365 shares.

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Braun Consulting, Inc. (the "Company" or "Braun Consulting") hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, by
providing the information required in Part III, Items 10, 11, 12 and 13 which were not previously provided in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, filed with the Securities and Exchange Commission on March 11, 2003.

PART III

ITEM 10. Directors and Executive Officers of the Registrant.

Directors

The Board of Directors consists of seven directors divided into three classes, denominated Class I, Class II and Class III. Members of each
class hold office for three-year terms, which are staggered. Messrs. Evanisko, Kalustian and Schultz are Class I directors whose terms expire at the 2003 annual meeting of
stockholders. Messrs. Bobins and Conroy are Class II directors whose terms expire at the 2004 annual meeting of stockholders. Messrs. Braun and Inmon are Class III
directors whose terms expire at the 2005 annual meeting of stockholders. The employment agreement for Mr. Kalustian provides for his nomination as a director.

The
following table sets forth, as of April 24, 2003, the names, ages and positions held with the Company and business experience during the past five years for each member of the
Board of Directors:

|Name                |  | Age |  | Position                                                      
|------------------- |  | --- |  | --------------------------------------------------------------
|Steven J. Braun     |  | 43  |  | Chief Executive Officer and Chairman of the Board of Directors
|James M. Kalustian  |  | 42  |  | Executive Vice President and Director                         
|William H. Inmon    |  | 57  |  | Director(1)                                                   
|Michael J. Evanisko |  | 53  |  | Director and Former Executive Vice President                  
|Eric V. Schultz     |  | 41  |  | Director(1)(2)                                                
|Norman R. Bobins    |  | 60  |  | Director(1)(2)                                                
|William M. Conroy   |  | 43  |  | Director                                                      

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Steven J. Braun.Mr. Braun founded the Company in 1990 and has served as Chief Executive
Officer and Chairman of the Board of Directors since the Company's inception. Mr. Braun also served as President of the Company from its inception until November 2002. Mr. Braun began
his entrepreneurial activities in 1985 when he co-founded Shepro Braun Consulting, a professional services practice dedicated to business and information technology solutions.
Mr. Braun joined Price Waterhouse LLP in 1982 as a consultant after he earned an A.B. from Harvard College.

James M. Kalustian.Mr. Kalustian is an Executive Vice President and a director of the
Company, having served in those roles since May 1999. Mr. Kalustian also served as Chief Operating Officer of the Company from January 2002 until November 2002. Mr. Kalustian was a
founder and Vice President of
Vertex Partners, Inc. from 1994 to 1999. Prior to co-founding Vertex Partners, Inc. in 1994, Mr. Kalustian was a Manager at Corporate Decisions, Inc. from 1989
to 1994. Mr. Kalustian served in various marketing positions from 1982 to 1989 for Raytheon Company, W.R. Grace & Co. and Canada Dry. Mr. Kalustian has an A.B. from Harvard
College, and an M.B.A. from Northwestern University.

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William H. Inmon.Mr. Inmon was appointed as an independent director of the Company in
August 1999. Mr. Inmon is currently a partner in BillInmon.com. From 1995 to 2000, Mr. Inmon served as Chief Technology Officer of Ambeo, Inc. From 1990 to 1996,
Mr. Inmon served as Executive Vice President and as a director of Prism Solutions, Inc.

Michael J. Evanisko.Mr. Evanisko has served as a director since May 1999, and as
Executive Vice President from May 1999 to September 2002. Mr. Evanisko currently serves as Chairman of Adheris, Inc. Mr. Evanisko was a founder and President of Vertex
Partners, Inc. from 1994 to 1999. Prior to co-founding Vertex Partners, Inc. in 1994, Mr. Evanisko was a founder and Vice President in Corporate
Decisions, Inc., a strategic consulting firm, from 1983 to 1993. Mr. Evanisko was a consultant and manager at Bain & Co. from 1980 to 1983. In addition to his consulting career,
Mr. Evanisko served as Chairman of Digitrace Care Services, Inc. from 1990 to 1996. Mr. Evanisko has a B.A. and an M.P.A. from Pennsylvania State University, and an M.A. and an
M.Phil. from Yale University.

Eric V. Schultz.Mr. Schultz was appointed as an independent director of the Company in
August 1999. Mr. Schultz is currently serving as Chairman and CEO of Quantia Communications, Inc. Prior to founding Quantia Communications, Inc., Mr. Schultz served
as Chairman and CEO of Wireless Knowledge, a subsidiary of QUALCOMM Incorporated, having been with Wireless Knowledge from December 1999 to October 2002. Prior to joining Wireless Knowledge,
Mr. Schultz served as Director of Wireless Strategy and Sales in the Commerce and Consumer Group of Microsoft Corporation from 1998 to 1999. From 1989 to 1998, Mr. Schultz served as CEO
and a director of The MESA Group, Inc.

Norman R. Bobins.Mr. Bobins was appointed as an independent director of the Company in
August 1999. Mr. Bobins is Chairman, President and CEO of LaSalle Bank, N.A., as well as President and CEO of LaSalle Bank Corporation, the parent of LaSalle Bank, N.A.,
and Senior Executive Vice President of ABN AMRO Bank N.V. Mr. Bobins has served in various capacities at LaSalle Bank, N.A. or its predecessors since April 1981. Mr. Bobins
also currently serves as a director of Standard Federal Bank, N.A., a subsidiary of LaSalle Bank Corporation, RREEF America REIT II Inc. and Transco, Inc.

William M. Conroy.Mr. Conroy was appointed as an independent director of the Company in
August 1999. Mr. Conroy is the CEO, President and a director of Initiate Systems, Inc., a Chicago-based identity management technology company dedicated to supporting the on-demand
enterprise by linking customer information across the enterprise. Prior to joining Initiate, Mr. Conroy served as President and Chief Operating Officer of Click Commerce, as a partner with Insight
Capital Group, a global private equity firm. Prior to joining Insight and Click Commerce, Mr. Conroy served as Executive Vice
President and COO of TenFold Corporation. Mr. Conroy was with TenFold Corporation from November 1997 to August 2000. Prior to joining TenFold Corporation, Mr. Conroy served
in various capacities at Oracle Corporation from 1986 to 1997. Mr. Conroy was Area Vice President of Oracle Corporation from 1990 to 1995, and was Group Vice President from 1996 to 1997.
Mr. Conroy also serves as a director of IKANO Communications.

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Executive Officers

The following table sets forth as of April 24, 2003, the names, ages and positions held with the Company and business experience during the past five years for
each of the executive officers of the Company who are not directors:

|Name                 |  | Age |  | Position                                                             
|-------------------- |  | --- |  | ---------------------------------------------------------------------
|Craig B. Lashmet     |  | 43  |  | President                                                            
|Paul J. Bascobert    |  | 39  |  | Executive Vice President                                             
|Thomas A. Schuler    |  | 41  |  | Senior Vice President of Corporate
Development and Investor Relations
|David R. Reinke      |  | 37  |  | Vice President                                                       
|Gregory A. Ostendorf |  | 48  |  | General Counsel and Secretary                                        

Craig B. Lashmet.Mr. Lashmet is President, having joined the Company in November 2002.
Prior to joining Braun Consulting, Mr. Lashmet was with eLoyalty as Executive Vice Presidentresponsible for North America and South America business units. Prior to joining
eLoyalty in 1995, Mr. Lashmet was a
partner with Grant Thornton LLP from 1986 to 1995. Prior to joining Grant Thornton LLP, Mr. Lashmet held various technology positions with McDonnell-Douglas Automation.
Mr. Lashmet has a B.S. from Eastern Illinois University.

Paul J. Bascobert.Mr. Bascobert is Executive Vice President and has been with the Company
since May 1999. Mr. Bascobert was a Vice President and founding member of Vertex Partners, Inc. Prior to joining Vertex Partners, Inc. in 1994, Mr. Bascobert was
with Corporate Decisions, Inc. from 1992 to 1994. Mr. Bascobert held the position of systems engineer for General Motors and Whirlpool Corporation from 1982 to 1990. Mr. Bascobert
has a B.S.E.E. from Kettering University, and an M.B.A. from the University of Pennsylvania.

Thomas A. Schuler.Mr. Schuler is Senior Vice President of Corporate Development and Investor
Relations, and has been with the Company since November 1998. Prior to joining the Company, Mr. Schuler was Vice President of Development for Professional Dental Associates from 1997 to
1998. Prior to joining Professional Dental Associates, Mr. Schuler was employed by Oxford Resources as Senior Vice President of Funding, from 1995 to 1996. From 1984 to 1995, Mr. Schuler
held various investment banking positions for State Street Bank, Blalack-Loop and Lehman Brothers. Mr. Schuler has an A.B. from Harvard College, and an M.B.A. from the University of
California at Los Angeles.

David R. Reinke.Mr. Reinke is a Vice President, and has been with the Company since 1993.
Prior to joining the Company, Mr. Reinke was a senior consultant in the professional services division of Oracle Corporation from 1990 to 1993. Mr. Reinke has a B.S. from Valparaiso
University and an M.S. from the University of Illinois.

Gregory A. Ostendorf.Mr. Ostendorf has served as General Counsel since August 1996 and
Secretary since October 1996. Prior to joining the Company, Mr. Ostendorf was a partner in the law firm of Cage, Hill & Niehaus from 1988 to 1996. Mr. Ostendorf has a B.S.
from Western Kentucky University, and a J.D. from Indiana University.

Except
for Messrs. Kalustian and Bascobert, each of whom has an employment agreement, the executive officers of the Company are appointed annually by, and serve at the discretion
of, the Board of Directors. Mr. Ostendorf is the brother-in-law of Mr. Braun. There are no other family relationships between any of the Company's directors or
executive officers. See "Employment Agreements."

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's directors and executive officers to file with
the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock. Based solely on a review of the copies of such reports furnished to the Company
and written representations that no other reports were required, the Company believes that all its directors and executive officers during 2002 complied on a timely basis with all applicable filing
requirements under Section 16(a) of the Exchange Act, except as set forth below.

ITEM 11. Executive Compensation.

The following table sets forth certain summary information concerning the compensation earned during 2000, 2001, and 2002 by the Company's Chief Executive
Officer, the four other most highly compensated officers, and one additional officer who was not serving as an executive officer at the end of the year. We use the term "named executive officers" to
refer to these people in this Form 10-K. The table excludes certain perquisites and other personal benefits received by a named executive officer that do not exceed the lesser of
$50,000 or 10% of any such officer's salary and bonus disclosed in the table.

Summary Compensation Table

|                                                       |  |                |  | Annual Compensation     |  | Long-Term
Compensation
Awards |  |                     
|------------------------------------------------------ |  | -------------- |  | ----------------------- |  | ----------------------------- |  | --------------------
|
|
|Steven J. Braun
Chief Executive Officer                |  | 2002
2001
2000 |  | 266,667
316,666
333,333 |  | 

                         |  | 

               
|James M. Kalustian
Executive Vice President            |  | 2002
2001
2000 |  | 285,000
280,000
250,000 |  | 
120,788
100,000             |  | 200,000

         
|Michael J. Evanisko(2)
Former Executive Vice President |  | 2002
2001
2000 |  | 258,134
328,750
300,000 |  | 
149,008
232,000             |  | 

               
|Paul J. Bascobert
Executive Vice President             |  | 2002
2001
2000 |  | 285,000
250,000
225,000 |  | 
87,250
62,002               |  | 100,000

         
|Lawrence F. Goldman(3)
Former Vice President           |  | 2002
2001
2000 |  | 220,000
220,000
162,500 |  | 
6,881
27,825                |  | 25,000
50,000
10,000
|David R. Reinke
Vice President                         |  | 2002
2001
2000 |  | 205,000
190,000
162,500 |  | 
6,881
27,825                |  | 25,000

18,500     

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The
following table sets forth information on grants of stock options during 2002 to the named executive officers.

Option Grants In 2002

|                    |  | Individual Grants |  | Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term($)(2)
|------------------- |  | ----------------- |  | ----------------------------------------------------------------------------------------------------
|
|Steven J. Braun     |  |                  |  |                                                                                                    
|Michael J. Evanisko |  |                  |  |                                                                                                    
|James M. Kalustian  |  | 200,000           |  | 11.6                                                                                                
|Paul J. Bascobert   |  | 100,000           |  | 5.8                                                                                                 
|Lawrence F. Goldman |  | 25,000            |  | 1.5                                                                                                 
|David R. Reinke     |  | 25,000            |  | 1.5                                                                                                 

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The
following table sets forth information with respect to exercises of options by the named executive officers during 2002 pursuant to the 2002 Employee Long Term Stock Investment Plan,
1998 Employee Long Term Stock Investment Plan, the 1998 Executive Long Term Stock Investment Plan

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and the 1995 Director Stock Option Plan, and information with respect to unexercised options to purchase Common Stock held by them at December 31, 2002.

Aggregated Option Exercises in 2002 and Year-End 2002 Option Values

|                    |  |   |  |   |  | Number of Securities
Underlying Unexercised
Options Held at
December 31, 2002 |  | Value of Unexercised
In-the-Money Options at
December 31, 2002($)(1)
|------------------- |  | - |  | - |  | ----------------------------------------------------------------------------- |  | --------------------------------------------------------------------
|
|Steven J. Braun     |  |  |  |  |  |                                                                              |  |                                                                    
|Michael J. Evanisko |  |  |  |  |  |                                                                              |  |                                                                    
|James M. Kalustian  |  |  |  |  |  | 73,712                                                                        |  | 160,319                                                             
|Paul J. Bascobert   |  |  |  |  |  | 25,235                                                                        |  | 80,213                                                              
|Lawrence F. Goldman |  |  |  |  |  | 50,128                                                                        |  | 57,872                                                              
|David R. Reinke     |  |  |  |  |  | 26,900                                                                        |  | 33,600                                                              

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Director Compensation

Directors who are also employees of the Company receive no additional compensation for their services as directors. Directors who are not employees of the Company
receive a $1,000 fee for attendance in person at meetings of the Board or committees of the Board and are reimbursed for travel expenses and other out-of-pocket costs incurred
in connection with their attendance at such meetings. Non-employee directors receive stock options as an additional component of compensation pursuant to the 1999 Independent Director Long
Term Stock Investment Plan. Directors who are employees of the Company are eligible to participate in the Company's 2002 Employee Long Term Stock Investment Plan, 1998 Employee Long Term Stock
Investment Plan, 1998 Executive Long Term Stock Investment Plan and 1995 Director Stock Option Plan.

Compensation Committee Interlocks and Insider Participation

Messrs. Bobins and Schultz serve as the members of the Compensation Committee. Neither of these two directors have at any time been officers or employees
of Braun Consulting and neither of these two directors serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member
of the Company's Board of Directors or Compensation Committee.

Employment Agreements

The Company has entered into employment agreements with Messrs. Kalustian and Bascobert. Each of the agreements for Messrs. Kalustian and Bascobert had a
three-year term, expiring on April 30, 2002, with each agreement automatically renewing for an additional year unless terminated not less than 60 days prior to expiration. Currently, the agreements
expire on April 30, 2004. The agreement for Mr. Kalustian provides for his nomination as a director.

The
Company can terminate any of the employment agreements (1) for cause, (2) on the executive's death or (3) on the executive's permanent disability. All of the agreements define cause
as

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the executive's material gross negligence or willful misconduct, final conviction of a felony, involvement in a conflict of interest on material breach of the material provisions of the agreements.
In addition, the agreements with Messrs. Kalustian and Bascobert define cause to include the executive's knowing violations of the Company's policies or standards of conduct. The Company also can
terminate the agreements with Messrs. Kalustian and Bascobert without cause on 60 days prior written notice. Each of Messrs. Kalustian and Bascobert can terminate his agreement for good reason or on
60 days prior written notice. Their agreements define good reason as a material breach of the agreements by the Company or a material change in the location of employment, the executive's reporting
relationship or the nature or scope of the executive's duties.

Under
the agreements with Messrs. Kalustian and Bascobert, in the case of an involuntary termination, the executive continues to receive his base salary for one to two years depending on
the remaining term under his agreement and how long he has worked for the Company. However, if the involuntary termination occurs after a change of control of the Company, the executive shall receive
his base salary for the remainder of the term.

Under
the agreement for Messrs. Kalustian and Bascobert, in the event of a termination of employment by the Company or by the executive for good reason, 75% of the unvested portion of
the executive's options vest immediately, and any remaining unexercised options terminate on the date of termination of employment. In the event of a termination of employment on any other terms, the
unexercised portion of the options terminates on the date of the termination of employment.

All
of the agreements define involuntary termination as the termination of employment by the Company, prior to the expiration of the term and on the required prior written notice, for
any reason other than for cause, the executive's death or permanent disability. The agreements also state that a change of control occurs when (1) the Company merges with another entity and is not the
surviving entity, sells all or substantially all of its assets or is dissolved, (2) a person other than Steven J. Braun or his family becomes the beneficial owner of at least 51% of the voting stock
of the Company or (3) the members of the Board of Directors of the Company on the date that the Company becomes a
public company, or those new directors approved by the vote of a least 80% of such incumbent directors, cease to constitute at least a majority of the Board.

The
agreement for Messrs. Kalustian and Bascobert contain standard provisions regarding confidentiality, non-solicitation, non-competition and the Company's ownership of works of
authorship prepared in the scope of the executive's employment with the Company.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information with respect to the shares of Common Stock (the only outstanding class of voting securities of the Company) owned of
record and beneficially as of April 24, 2003, unless otherwise specified, by (i) all persons known to possess voting or dispositive power over

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more than 5% of the Common Stock, (ii) each director and named executive officer, and (iii) all directors and executive officers of the Company as a group:

Amount and Nature of
Beneficial Ownership

Percentage
of ClassSteven J. Braun(1)

8,680,247

50.8
%Michael J. Evanisko(2)

502,481

2.9
%James M. Kalustian(3)

471,381

2.7
%Paul J. Bascobert(4)

302,853

1.8
%David R. Reinke(5)

75,600

*Lawrence F. Goldman(6)

840

*Norman R. Bobins(7)

16,000

*William M. Conroy(7)

16,000

*William H. Inmon(7)

16,000

*Eric V. Schultz(7)

52,000

*All directors and executive officers as a group (13 persons)

10,327,595

59.0
%


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ITEM 13. Certain Relationships and Related Transactions.

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago, and State of Illinois, on the 30th day of April, 2003.

| |  | BRAUN CONSULTING, INC.
| |  | ----------------------
| |  | By                    

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
indicated on April 30, 2003.

|Signature                                 |  | Title                                                                                        |  | 
|----------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | 
|                                          |  |                                                                                              |  | 
|/s/STEVEN J. BRAUNSteven J. Braun         |  | Chief Executive Officer and Chairman of the Board (Principal Executive Officer)              |  | 
|/s/THOMAS A. SCHULERThomas A. Schuler     |  | Vice President of Corporate Development and Investor Relations (Principal Financial Officer) |  | 
|/s/KEVIN J. SPARSKevin J. Spars           |  | Vice President & Controller (Principal Accounting Officer)                                   |  | 
|/s/MICHAEL J. EVANISKOMichael J. Evanisko |  | Director                                                                                     |  | 
|/s/JAMES M. KALUSTIANJames M. Kalustian   |  | Director                                                                                     |  | 
|/s/NORMAN R. BOBINSNorman R. Bobins       |  | Director                                                                                     |  | 
|/s/WILLIAM M. CONROYWilliam M. Conroy     |  | Director                                                                                     |  | 
|/s/WILLIAM H. INMONWilliam H. Inmon       |  | Director                                                                                     |  | 
|/s/ERIC V. SCHULTZEric V. Schultz         |  | Director                                                                                     |  | 

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Braun Consulting, Inc.
a Delaware corporation

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Section 302 Certification

I,
Steven J. Braun, certify that:





Date:
April 30, 2003

|/s/STEVEN J. BRAUNSteven J. Braun Chairman of the Board and
Chief Executive Officer |  | 
|----------------------------------------------------------------------------------- |  | 

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Braun Consulting, Inc.
a Delaware corporation

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Section 302 Certification

I,
Thomas A. Schuler, certify that:





Date:
April 30, 2003

|/s/THOMAS A. SCHULERThomas A. Schuler Senior Vice President of
Corporate
Development and Investor Relations
(Principal Financial Officer) |  | 
|----------------------------------------------------------------------------------------------------------------------------------------- |  | 

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