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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Amendment No. 1 on

FORM 10-K/A

(Mark One)

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2000

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 1-15213

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 1600Chicago, 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

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 /x/  No / /

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: / /

As
of April 20, 2001, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant (based upon the per share closing price
of $5.45 on April 20, 2001, and for the purpose
of this calculation only, the assumption that the registrant's directors and executive officers are affiliates) was approximately $51 million.

The
number of shares outstanding of the registrant's common stock as of April 20, 2001 was 20,391,940 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, 2000,
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, 2000, filed with the Securities and Exchange Commission on March 29, 2001.

PART III

ITEM 10.  Directors and Executive Officers of the Registrant.

Directors

The Board of Directors consists of nine directors divided into three classes, denominated Class I, Class II and Class III. Members of each
class hold office for three-year terms that 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 2001 annual meeting of stockholders. Messrs. Braun, Inmon and Miller are Class III
directors whose terms expire at the 2002 annual meeting of stockholders. The employment agreements for Messrs. Evanisko and Kalustian provide for their nomination as directors of Braun
Consulting.

The
following sets forth the name, age, 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    |  | 41  |  | President, Chief Executive Officer and Chairman of the Board of Directors
|Michael J. Evanisk |  | 51  |  | Executive Vice President and Director                                    
|James M. Kalustian |  | 40  |  | Executive Vice President and Director                                    
|Stephen J. Miller  |  | 50  |  | Executive Vice President and Director                                    
|Norman R. Bobins   |  | 58  |  | Director(1)(2)                                                           
|William M. Conroy  |  | 41  |  | Director                                                                 
|William H. Inmon   |  | 55  |  | Director(1)                                                              
|Eric V. Schultz    |  | 39  |  | Director(1)(2)                                                           

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Steven J. Braun.Mr. Braun founded Braun Consulting in 1990 and has served as President, Chief Executive Officer
and Chairman of the Board of Directors since the Company's inception. 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.

Michael J. Evanisko.Mr. Evanisko has served as an Executive Vice President and a director since
May 1999. Mr. Evanisko was a founder and President of Vertex Partners, Inc. 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 and Elensys, Inc. from 1993 to present.

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Mr. Evanisko also serves as President of The Partnership for Organ Donation, Inc. 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.

James M. Kalustian.Mr. Kalustian has served as an Executive Vice President and a director since
May 1999. Mr. Kalustian was a founder and Vice President of Vertex Partners, Inc. 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.

Stephen J. Miller.Mr. Miller has served as an Executive Vice President and a director since May 1999.
Mr. Miller was a founding member of Braun Consulting and has been part of the senior management team since 1993. Mr. Miller has worked in the information technology consulting
marketplace for the past 20 years, specializing in database management and business intelligence. Mr. Miller has a B.A. from The Johns Hopkins University and an M.S. from the University
of Illinois.

Norman R. Bobins.Mr. Bobins was appointed as an independent director of Braun Consulting in August 1999.
Mr. Bobins is currently serving as President and CEO of LaSalle Bank National Association, and has served in various capacities at LaSalle Bank National Association or its predecessors since
April 1981. Mr. Bobins also currently serves as a director of ABN AMRO Bank Canada, Standard Federal Bancorporation, Inc., and Michigan National Bank, subsidiaries of ABN AMRO North
America, and CenterPoint Properties Trust, RREEF America REIT II, Inc. and Transco, Inc.

William M. Conroy.Mr. Conroy was appointed as an independent director of Braun Consulting in
August 1999. Mr. Conroy is currently a partner with Insight Capital Group and has been with Insight since September 2000. Based in New York, Insight is a global private equity
firm that invests in the information technology industry. Mr. Conroy's role with Insight is to provide in-depth operational assistance to Insight's portfolio companies. Prior to
joining Insight, 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.

William H. Inmon.Mr. Inmon was appointed as an independent director of Braun Consulting 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.

Eric V. Schultz.Mr. Schultz has served as an independent director of Braun Consulting since August 1999.
Mr. Schultz is currently serving as Chairman and CEO of Wireless Knowledge, a joint venture between Microsoft Corporation and Qualcomm, and has been with Wireless Knowledge since
December 1999. 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.

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Executive Officers

The following table sets forth the name, age 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

PositionPaul J. Bascobert

36

Senior Vice PresidentGregory A. Ostendorf

46

General Counsel and SecretaryThomas A. Schuler

39

Vice President of Corporate DevelopmentCurt S. Sellke

42

Chief People Officer and Senior Vice President


Paul J. Bascobert.Mr. Bascobert has served as a Senior Vice President 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.

Gregory A. Ostendorf.Mr. Ostendorf has served as General Counsel since August 1996 and Secretary since
October 1996. Prior to joining Braun Consulting, 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.

Thomas A. Schuler.Mr. Schuler has served as Vice President of Corporate Development since November 1998.
Prior to joining Braun Consulting, 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.

Curt S. Sellke.Mr. Sellke is the Chief People Officer and a Senior Vice President, and has been with Braun
Consulting since May 1994. Prior to joining Braun Consulting, Mr. Sellke was the District Manager for Professional Services at Sybase from 1991 to 1994. Mr. Sellke has
19 years of information systems experience and has worked in a similar capacity for Oracle Corporation, Bricker & Associates, The Whitewater Group and Baxter Healthcare.
Mr. Sellke has a B.B. from Western Illinois University and an M.S. in Computer Science from DePaul University.

Except
for Messrs. Evanisko, 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."

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

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2000 complied on a timely basis with all applicable filing requirements under Section 16(a) of the Exchange Act, except as set forth below. Mr. Bascobert filed one late Form 4,
reporting two transactions, and John C. Burke(1) filed one late Form 4, reporting one transaction.

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ITEM 11.  Executive Compensation.

The following table sets forth certain summary information concerning the compensation earned during 1998, 1999 and 2000 by the Company's President and Chief
Executive Officer and the four other most highly compensated officers. 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

|                    |                                       |      |      |   |         |         |   | Long-Term
Compensation
Awards |         |        |        
|------------------- | ------------------------------------- | ---- | ---- | - | ------- | ------- | - | ----------------------------- | ------- | ------ | -------
|
|
|
|
|Steven J. Braun     |                                       | 2000 |      | $ | 333,333 |         |   |                              |         |       |        
|                    | President and Chief Executive Officer |      | 1999 |   |         | 333,333 |   |                               |        |        |       
|                    |                                       | 1998 |      |   | 333,333 |         | $ | 65,000                        |         |       |        
|Thomas J. Duvall(2) |                                       | 2000 |      |   | 315,000 |         |   | 63,000                        |         |       |        
|                    | Chief Operating Officer and           |      | 1999 |   |         | 315,000 |   |                               | 57,250  |        | 3,500  
|                    | Executive Vice President              |      | 1998 |   |         | 50,000  |   |                               |        |        | 333,330
|Michael J. Evanisko |                                       | 2000 |      |   | 300,000 |         |   | 232,000                       |         |       |        
|                    | Executive Vice President              |      | 1999 |   |         | 278,333 |   |                               | 150,000 |        | 62,899 
|                    |                                       | 1998 |      |   | 220,000 |         |   | 44,200                        |         | 49,314 |        
|Stephen J. Miller   |                                       | 2000 |      |   | 250,000 |         |   | 65,625                        |         |       |        
|                    | Executive Vice President              |      | 1999 |   |         | 250,000 |   |                               | 43,650  |        |       
|                    |                                       | 1998 |      |   | 200,000 |         |   | 69,244                        |         |       |        
|James M. Kalustian  |                                       | 2000 |      |   | 250,000 |         |   | 169,000                       |         |       |        
|                    | Executive Vice President              |      | 1999 |   |         | 231,667 |   |                               | 100,000 |        | 45,374 
|                    |                                       | 1998 |      |   | 180,000 |         |   | 20,104                        |         |       |        

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Option Grants In 2000

The Company made no option grants to the named executive officers during 2000.

The
following table sets forth information with respect to exercises of options by the named executive officers during 2000 pursuant to the 1998 Employee Long Term Stock Investment
Plan, the 1998 Executive Long Term Stock Investment Plan and the 1995 Director Stock Option Plan, and information with respect to unexercised options to purchase Common Stock held by them at
December 31, 2000.

Aggregated Option Exercises in 2000 and Year-End 2000 Option Values

|                    |  |        |  |   |           | Number of Securities
Underlying Unexercised
Options Held at
December 31, 2000 |        |  |         | 
|------------------- |  | ------ |  | - | --------- | ----------------------------------------------------------------------------- | ------ |  | ------- | 
|
|
|
|
|Steven J. Braun     |  |       |  |   |          |                                                                               |       |  |        | 
|Thomas J. Duvall    |  | 34,208 |  | $ | 1,910,071 |                                                                               |       |  | 235,956 | 
|Michael J. Evanisko |  |       |  |   |          |                                                                               | 31,024 |  | 31,875  | 
|Stephen J. Miller   |  |       |  |   |          |                                                                               |       |  |        | 
|James M. Kalustian  |  | 11,343 |  |   | 195,619   |                                                                               | 10,919 |  | 23,112  | 

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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 our 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 now serve as the members of the Compensation Committee. Neither of these two directors have at any time been an officer or
employee of Braun Consulting, nor do either of these directors serve 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

Braun Consulting has entered into employment agreements with Messrs. Evanisko, Kalustian and Bascobert. Each of the agreements for
Messrs. Evanisko, Kalustian and Bascobert has a three-year term, expiring on April 30, 2002. Pursuant to their employment agreements, Messrs. Evanisko and

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Kalustian serve as Executive Vice Presidents and Mr. Bascobert serves as Senior Vice President. In addition, the agreements for Messrs. Evanisko and Kalustian provide for their
nomination as directors.

As
of December 31, 2000, pursuant to their employment agreements, the base salary for Mr. Evanisko was $300,000, for Mr. Kalustian was $250,000 and for
Mr. Bascobert was $225,000. Each of their base salaries increase annually by the greater of five percent or the consumer price index. Each of them is eligible to receive an annual bonus
targeted to be 20% of their respective base salaries.

Pursuant
to their respective employment agreements and subject to vesting schedules, each of Messrs. Evanisko, Kalustian and Bascobert was granted an option to purchase shares
of Common Stock under the 1998 Employee Long Term Stock Investment Plan.

Braun
Consulting 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 the executive's material gross negligence or willful misconduct, final conviction of a felony, involvement in a conflict of interest or material breach of the material
provisions of the agreements. In addition, the agreements with Messrs. Evanisko, Kalustian and Bascobert define cause to include the executive's knowing violations of Braun Consulting's
policies or standards of conduct. Braun Consulting also can terminate the agreements with Messrs. Evanisko, Kalustian and Bascobert without cause on 60 days prior written notice. Each of
Messrs. Evanisko, 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 Braun Consulting 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. Evanisko, 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 Braun Consulting. However, if the involuntary termination occurs after a change of control of Braun
Consulting, the executive shall receive his base salary for the remainder of the term.

Under
the agreements for Messrs. Evanisko, Kalustian and Bascobert, in the event of a termination of employment by Braun Consulting 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 Braun Consulting, 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) Braun Consulting 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 Braun Consulting or (3) the members of the Board of Directors of Braun Consulting on the date that Braun Consulting becomes a public company, or those new
directors approved by the vote of at least 80% of such incumbent directors, cease to constitute at least a majority of the Board.

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

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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 20, 2001, unless otherwise specified, by (i) all persons known to possess voting or dispositive power over 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 ClassMassachusetts Financial Services Company(1)

1,876,270

9.3
%500 Boylston StreetBoston, Massachusetts 02116Steven J. Braun(2)

8,730,247

42.0
%Thomas J. Duvall(3)

167,748

*Michael J. Evanisko(4)

549,030

2.6
%James M. Kalustian(5)

399,612

1.9
%Stephen J. Miller(6)

744,023

3.6
%Norman R. Bobins(7)

6,640

*William M. Conroy(7)

6,640

*William H. Inmon(7)

6,640

*Eric V. Schultz(7)

42,640

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

11,391,237

54.8
%


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ITEM 13.  Certain Relationships and Related Transactions.

Other Transactions.In April 1999, Braun Consulting made an unsecured loan to Mr. Sellke in the amount of
$65,595, to fund the withholding of taxes due in connection with the exercise of stock options. The loan bore interest at 8.0%, payable on demand and matured on December 31, 1999. In
September 1999, Mr. Sellke used a portion of the proceeds from his sale of shares of the Common Stock in the Company's initial public offering to repay $35,595 of the note.
Mr. Sellke repaid an additional $24,848 of the note in December 1999 and repaid the remaining portion of the note in February 2000.

In
November 2000, Braun Consulting made an unsecured loan to Mr. Bascobert in the amount of $724,466 in connection with his relocation from Boston to New York. The loan
bore interest at the rate of 8.0%. In January 2001, Mr. Bascobert repaid $520,949 of the principal of the loan, plus the accrued interest to date. In April 2001,
Mr. Bascobert repaid the remaining balance of the loan plus accrued interest.

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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, 2001.

| |  | Braun Consulting, Inc.                                                                           
| |  | -------------------------------------------------------------------------------------------------
| |  | By /s/STEVEN J. BRAUNSteven J. Braun President, Chief Executive Officer
and Chairman of the Board

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, 2001.

|Signature                                 |  | Title                                                                                     
|----------------------------------------- |  | ------------------------------------------------------------------------------------------
|                                          |  |                                                                                           
|/s/STEVEN J. BRAUNSteven J. Braun         |  | President, Chief Executive Officer and
Chairman of the Board (Principal Executive Officer)
|/s/KEVIN J. SPARSKevin J. Spars           |  | Controller (Principal Financial
Officer and Principal Accounting Officer)                 
|/s/STEPHEN J. MILLERStephen J. Miller     |  | Director                                                                                  
|/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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