<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
(x)  QUARTERLY RE[PORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 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 1-7516

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

 MASSACHUSETTS                                   04-2437166
 (State or other jurisdictions of                (I.R.S. Employer Identification
 incorporation or organization)                  Number)

 Ten City Square, Boston, Massachusetts          02129
 (Address of principal executive offices)        (Zip Code)

 Registrant's telephone number, including
   area code                                     (617) 241-9200


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 for 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 March 31, 2001, the number of issued and outstanding shares of Common
Stock (excluding 4,946,701 shares held in treasury) and Class B Common Stock are
67,499,400 and 284,891 shares, respectively.


<PAGE>

Keane, Inc. And Subsidiaries
Table Of Contents


Part I - Financial Information
<TABLE>
<CAPTION>
<S>                                                                                          <C>
Unaudited Consolidated Statements of Income for the three months ended March 31, 2001
and 2000...................................................................................   3

Unaudited Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000...........   4

Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2001
and 2000...................................................................................   5

Notes to Unaudited Financial Statements....................................................   6

Management's Discussion and Analysis of Financial Condition and Results of Operations......   9

Part II - Other Information................................................................  13

Signature Page.............................................................................  14
</TABLE>

                                       2
<PAGE>

Keane, Inc. and Subsidiaries
Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                                                    (In thousands except per share amounts)
                                                                                               Three months ended March 31,
                                                                                            2001                       2000
<S>                                                                                    <C>                        <C>
Total revenues                                                                          $208,346                   $216,208

Salaries, wages and other direct costs                                                   145,149                    154,574
Selling, general and administrative expenses                                              49,327                     51,254
Amortization of goodwill and other intangible assets                                       3,462                      2,889
                                                                                        --------                   --------
     Operating income                                                                     10,408                      7,491

Interest and dividend income                                                               1,625                      2,143
Interest expense                                                                             113                        186
Other (income) expenses, net                                                              (2,291)                       183
                                                                                        --------                   --------

     Income before income taxes                                                           14,211                      9,265

Provision for income taxes                                                                 5,757                      3,754
                                                                                        --------                   --------

     Net income                                                                         $  8,454                   $  5,511
                                                                                        ========                   ========

Net income per share (basic)                                                            $   0.12                   $   0.08
                                                                                        ========                   ========

Net income per share (diluted)                                                          $   0.12                   $   0.08
                                                                                        ========                   ========

Weighted average common  shares outstanding (basic)                                       68,140                     71,011
                                                                                        ========                   ========

Weighted average common and common share equivalents outstanding                          68,877                     71,686
 (diluted)                                                                              ========                   ========

</TABLE>

              The accompanying notes are an integral part of the
                      consolidated financial statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>
Keane, Inc. and Subsidiaries
Consolidated Balance Sheets
                                                                                               (In thousands)
                                                                               March 31, 2001                December 31, 2000
Assets                                                                          ( Unaudited )                 ( See Note 1 )
Current:
<S>                                                                            <C>                           <C>
     Cash and cash equivalents                                                     $ 92,885                         $ 53,783
     Marketable securities                                                           52,512                           59,179
     Accounts receivable, net:
       Trade                                                                        166,688                          164,706
       Other                                                                          1,401                            1,428
     Prepaid expenses and deferred taxes                                             17,425                           15,533
                                                                                   --------                         --------
          Total current assets                                                      330,911                          294,629

Long-term investments                                                                   250                            2,250
Property and equipment, net                                                          21,968                           24,132
Goodwill, net                                                                        73,916                           75,497
Intangible assets, net                                                               40,824                           43,164
Deferred taxes and other assets, net                                                 22,508                           23,922
                                                                                   --------                         --------
                                                                                   $490,377                         $463,594
                                                                                   ========                         ========
Liabilities
Current:
     Accounts payable                                                                13,709                           16,820
     Accrued expenses and other liabilities                                          38,154                           26,953
     Accrued compensation                                                            25,682                           17,709
     Notes payable                                                                    4,033                            5,006
     Accrued income taxes                                                            15,973                            9,003
     Unearned income                                                                  3,673                            4,611
     Current capital lease obligations                                                1,179                            1,230
                                                                                   --------                         --------
          Total current liabilities                                                 102,403                           81,332

Deferred income taxes                                                                 6,287                            9,205
Long-term portion of capital lease obligations                                        2,114                            2,380

Stockholders' Equity
Common stock                                                                          7,245                            7,245
Class B common stock                                                                     28                               28
Additional paid-in capital                                                          115,687                          121,444
Accumulated other comprehensive income                                               (3,369)                          (4,637)
Retained earnings                                                                   352,428                          343,974
Less treasury stock                                                                 (92,446)                         (97,377)
                                                                                   --------                         --------
          Total stockholders' equity                                                379,573                          370,677
                                                                                   --------                         --------

                                                                                   $490,377                         $463,594
                                                                                   ========                         ========

</TABLE>
                The accompanying notes are an integral part of
                    the consolidated financial statements.


                                       4
<PAGE>

Keane, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)

<TABLE>
<CAPTION>
                                                                                               (In thousands)
                                                                                         Three months ended March 31,
<S>                                                                                     <C>                    <C>
Cash flows from Operating Activities:                                                      2001                    2000
Net Income                                                                              $ 8,454                $  5,511
Adjustments to reconcile net income to net cash used for operating
 activities:
     Depreciation and amortization                                                        6,687                   4,503
     Deferred income taxes                                                                 (983)                    381
     Provision for doubtful accounts                                                        394                   1,231
     Loss on sale of property and equipment                                                  24                     489
     Loss on write down of equity investments                                             2,000                     ---
     Gain on sale of business unit                                                       (4,302)                    ---
  Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                          (2,349)                 25,498
     (Increase) decrease in prepaid expenses and other assets                            (2,381)                  2,879
     (Increase) decrease in accounts payable, accrued expenses and                        7,407                  (2,865)
      other liabilities, and unearned revenue
     Increase in income taxes payable                                                     7,254                   3,194
                                                                                        -------                --------

     Net cash provided by operating activities                                           22,205                  40,821
                                                                                        -------                --------

Cash flows from Investing Activities:
     Purchase of investments                                                             (4,408)                 (8,827)
     Sale of investments                                                                 11,075                   7,178
     Purchase of property and equipment                                                  (3,307)                 (3,844)
     Proceeds from sale of business unit                                                 16,087                     ---
     Proceeds from the sale of property and equipment                                        65                      35
     Payments for prior year acquisitions                                                (1,032)                    ---
                                                                                        -------                --------

     Net cash provided by (used for) investing activities                                18,480                  (5,458)
                                                                                        -------                --------

Cash flows from Financing Activities:
     Payments under long-term debt                                                         (973)                   (254)
     Principal payments under capital lease obligations                                    (679)                   (271)
     Proceeds from issuance of common stock                                               3,217                   5,598
     Repurchase of common stock                                                          (4,045)                (30,827)
                                                                                        -------                --------

     Net cash (used for) financing activities                                            (2,480)                (25,754)
                                                                                        -------                --------
     Effect of exchange rate changes on cash                                                897                     ---
     Net increase in cash and cash equivalents                                           38,205                   9,609
     Cash and cash equivalents at beginning of period                                    53,783                  53,018
                                                                                        -------                --------
     Cash and cash equivalents at end of period                                         $92,885                $ 62,627
                                                                                        =======                ========

</TABLE>

              The accompanying notes are an integral part of the
                      consolidated financial statements.


                                       5
<PAGE>

Keane, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(in thousands except per share amounts)

Note 1.    The accompanying unaudited consolidated financial statements have
           been prepared in accordance with generally accepted accounting
           principals for interim financial information and accordingly, they do
           not include all of the information and footnotes required by
           generally accepted accounting principles for complete financial
           statements. In the opinion of management, all adjustments consisting
           only of normal and recurring adjustments considered necessary for a
           fair presentation have been included. Operating results for the
           three-month period ended March 31, 2001 are not necessarily
           indicative of the results that may be expected for the year ended
           December 31, 2001.

           The financial information at December 31, 2000 and for the then ended
           has been derived from the audited financial statements at that date,
           but does not include all of the information and footnotes required by
           generally accepted accounting principles for complete financial
           statements.

           For further information, refer to the consolidated financial
           statements and footnotes thereto included in the Company's Annual
           Report on Form 10-K for the year ended December 31, 2000.

Note 2.    Computation of Earnings Per Share for quarters ended March 31, 2001
           and 2000.


<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                      2001                       2000
<S>                                                                             <C>                        <C>
           Net income                                                           $    8,454                 $    5,511

           Weighted average number of common shares                                 68,140                     71,011
           outstanding used in calculation of basic earnings
           per share

           Incremental shares from the assumed                                         737                        675
           Exercise of dilutive stock options

           Weighted average number of common shares                                 68,877                     71,686
           outstanding used in calculation of diluted
           earnings per share

           Earnings per share

           Basic                                                                $     0.12                 $     0.08
                                                                                ==========                 ==========

           Diluted                                                              $     0.12                 $     0.08
                                                                                ==========                 ==========
</TABLE>

                                       6
<PAGE>

Keane, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(in thousands except per share amounts)

Note 3.    The Company offers an integrated mix of end-to-end business
           solutions, such as Business and IT consulting (Plan), software
           development and integration services including e-Solutions (Build),
           and Application Development and Management Outsourcing (Manage).
           During the first quarter of 2001 approximately 94% of the Company's
           revenues was derived from these offerings, with the balance from the
           healthcare industry. Therefore, the Company operates in one
           reportable segment.

Note 4.    Total comprehensive income (i.e. net income plus available-
           for-sale securities valuation adjustments and currency translation
           adjustments to stockholders equity) for the first quarter of fiscal
           2001 and fiscal 2000 was $9.7 million and $5.4 million, respectively.

Note 5.    In the fourth quarter of 2000, the Company recorded a restructuring
           charge of $8.6 million. Of this charge $1.7 million related to a
           workforce reduction of approximately 200 employees, primarily
           consultants. In addition, the Company performed a review of its
           business strategy and concluded that consolidating some of its branch
           offices was key to its success. As a result of this review, the
           Company wrote off $3.4 million of impaired assets, which became
           impaired as a result of this restructuring action. The charge
           included $3.5 million for branch office closings and certain other
           expenditures.

           A summary of first quarter activity with respect to the restructuring
           charge is as follows:

                                    Branch Office
                                    Closures and
                     Workforce      Certain Other
                     Reduction      Expenditures        Total
                     ---------      -------------      -------

Balance 12/31/00     $ 1,405           $ 4,927         $ 6,332

Cash expenditures      1,405               890           2,295
                     -------           -------         -------

Balance 03/31/01     $   -             $ 4,037         $ 4,037
                     =======           =======         =======


Note 6.    In June 1998, the Financial Accounting Standards Board ("FASB")
           issued Statement of Financial Accounting Standards No. 133, (FAS
           133), "Accounting for Derivative Instruments and Hedging Activities",
           which required adoption in periods beginning after June 15, 1999. FAS
           133 was subsequently amended by Statement of Financial Accounting
           Standards No. 137, "Accounting for Derivative Instruments and Hedging
           Activities- Deferral of the Effective Date of FASB Statement No. 133"
           which made FAS 133 effective for fiscal years beginning after June
           15, 2000. Accordingly, the Company adopted FAS 133 in the first
           quarter of 2001 and the adoption did not have a significant impact on
           the Company's financial position or results of operations.


                                       7
<PAGE>

Keane, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(in thousands except per share amounts)

Note 7.    On February 5, 2001, the Company completed the divestiture of its
           Help Desk operations in return for $15.7 million in cash. As a result
           of this transaction, the Company incurred an one time gain of
           approximately $4.0 million and is reflected in the statement of
           operation under the caption "Other expense (income), net".


                                       8
<PAGE>

Keane, Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of
Operations

This Quarterly Report on Form 10-Q contains forward-looking statements.  For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
and similar expressions are intended to identify forward-looking statements.
There are a number of important factors that could cause the Company's actual
results to differ materially from those indicated by such forward-looking
statements.  These factors include, without limitation, those set forth below
under the caption "Certain Factors That May Affect Future Results."

Results of Operations

The Company's revenue for the first quarter of 2001 was $208.3 million, a 3.6%
decrease from revenue of $216.2 million in the first quarter of 2000. However,
excluding the Company's divested Help Desk operations, Keane's revenue was
$203.2 million, an increase of 2% from comparable non-Y2K related revenue in the
first quarter of 2000. On February 5, Keane completed the divestiture of its
Help Desk operations for $15.7 million in cash. Keane's revenue in the first
quarter was generated by the Company's diversified portfolio of Business
Innovation Consulting (Plan), Application Development and Integration (Build -
e-Solutions), and Application Development and Management Outsourcing (Manage)
services. Keane's Application Development and Management (ADM) Outsourcing
service represented $100 million or 48% of revenue during the quarter, an
increase of 17% from $85.2 million during the first quarter of 2000.

For the first quarter of 2001, revenue from the Company's Plan Services was
$20.7 million, down 34.1% from Plan revenue of $31.4 million for the first
quarter of last year. Plan revenue for the quarter was negatively effected by
project deferrals and cancellations associated with the Company's business
consulting arm, Keane Consulting Group (KCG). Plan revenue is primarily
comprised of business innovation consulting delivered via KCG and IT consulting
services, which are sold and implemented out of Keane's network of branch
offices.

First quarter 2001 revenue from the Company's Build Services was $76.2 million,
a 4.3% decrease from $79.6 million in the first quarter of 2000.  Build revenue
was negatively impacted by Keane's Healthcare Solutions business, which also
experienced project deferrals and elongated sales cycles during the quarter.
Build revenue primarily consists of application development and integration
business, including much of the Company's e-business work. The Company's e-
Solutions revenue during the quarter was $45 million, up 30% from the first
quarter of last year.  This increase resulted from additional spending from the
Company's Global 2000 customer base, and public sector work from both Federal
and State governments.

The decline in the Company's more economically sensitive Plan and Build Services
was offset by strong first quarter growth from the Company's Manage Services,
which generated $111.4 million, up 11.7% from $99.8 million, excluding Y2K
revenue, during the first quarter of 2000. Manage revenue during the first
quarter of 2000, consisted of $100 million of Application Development and
Management (ADM) Outsourcing services, $5.2 million of Help Desk revenue, and
$6.2 million in other manage-related business. This increase was driven by
strong ADM Outsourcing bookings during 2000, particularly in the fourth quarter
of last year.

Salaries, wages and other direct costs for the first quarter of 2001 were $145.1
million, or 69.7% of revenue, compared to $154.6 million, or 71.5% of revenue,
for the first quarter of 2000.  As a result, Keane's gross margins for the first
quarter of 2001 increased to 30.3%, an increase of 180 basis points. This
decrease in direct costs and increase in gross margin was primarily the result
of higher utilization of billable employees, the divestiture of lower-margin
Help Desk business, and the restructuring of under-performing business units
announced last year.

Selling, General & Administrative ("SG&A") expense for the first quarter of 2001
was $49.3 million, or 23.7% of revenue, compared to $51.3 million, or 23.7% of
revenue, for the first quarter of last year.  This decrease in absolute dollars
reflects the Company's efforts to keep SG&A expense in alignment with current
revenue.  Excluding Keane's Help Desk operations, SG&A expense for the first
quarter would have been $48.6 million.


                                       9
<PAGE>

Amortization of goodwill and other intangible assets for the first quarter of
2001 was $3.5 million, or 1.7% of revenue, compared to $2.9 million, or 1.3% of
revenue in the first quarter of 2000.  The increase in amortization in absolute
dollars was attributable to additional intangible assets as a result of the
Company's acquisitions of Denver Management Group in July 2000 and Care Computer
Systems in September 2000.

Interest and dividend income totaled $1.6 million for the first quarter of 2001,
compared to $2.1 million for the same period last year. The decrease in interest
and dividend income was primarily attributable to lower investment balances.
Interest and other expense for the first quarter of 2001 was a positive $2.3
million, as compared to $0.2 million for the first quarter of 2000.  This
increase was primarily the result of a gain of $4.0 million from the sale of
Keane's Help Desk operations, net of write-offs related to certain equity
investments totaling $2.1 million.

The Company's effective tax rate was 40.5% for the first quarter of each of 2001
and 2000.

Net income for the first quarter of 2001 was $8.5 million, up 53% from $5.5
million in net income for the first quarter of 2000.  Diluted earnings per share
for the first quarter of 2001 was $0.12, up from $0.08 during the same period a
year ago. Prior to the gain on the sale of the Company's Help Desk operations
and the write-off of certain equity investments, Keane first quarter 2001 net
income would have been $7.3 million with diluted earnings per share of  $.11.

Net cash provided from operations was $22.2 million during the first quarter of
2001, before the investment of $4.0 million for the repurchase of Keane shares.
The Company plans to continue to focus on optimizing cash flow in order to fund
stock repurchases and potential mergers and acquisitions as well as to build
long-term shareholder value.

Liquidity and Capital Resources

The Company's cash and investments at the end of the first quarter increased to
$145.6 million from the year end balance of $115.2 million. This increase was
primarily attributable to the proceeds from the sale of the Company's help desk
business for $15.7 million and decreases in accounts receivable, offset in part
by decreases in accounts payable and accrued expenses.  On February 21, 2001,
the Company announced that it had increased the share repurchase authorization
under the Company's July 26, 2000 share repurchase program by an additional one
million shares. The remaining 869,000 shares available for repurchase under
existing authorization brings the total number of shares authorized for
repurchase to 1,869,000 shares as of February 21, 2001. During the first
quarter, the Company purchased 326,200 shares of Common Stock at a cost of
approximately $4.0 million. The Company paid $2.3 million associated with the
fourth quarter restructuring charge. The payments were primarily related to
severance. The Company maintains and has available a $10 million unsecured
demand line of credit with a major Boston bank for operations and acquisition
opportunities.  There was no borrowing under this line during the first quarter
of 2001. The Company believes that the cash provided form operations, borrowings
available under its revolving line of credit, existing cash, cash equivalents
and marketable securities will be sufficient to meet its working capital and
capital expenditure requirements for at least the next 12 months.

Impact of Inflation and Changing Prices

Inflationary increases in costs have not been material in recent years and, to
the extent permitted by competitive pressures, are passed on to the clients
through increased billing rates.  Rates charged by the Company are based on the
cost of labor and market conditions within the industry.  The Company was able
to increase its billing rates over its increases in direct labor costs in the
first quarter. This is due primarily to increases in the Company's high value
core services, business innovation consulting, software development,
integration, and E-Solutions, and application development and management
outsourcing, which command higher rates.

Certain Factors that May Affect Future Results

The following important factors, among others, could cause actual results to
differ materially from those indicated by forward-looking statements made in
this Quarterly Report on Form 10-Q and presented elsewhere by management from
time to time.


                                       10
<PAGE>

Fluctuations in Operating Results.  Keane has experienced and expects to
continue to experience fluctuations in its quarterly results.  Keane's gross
margins vary based on a variety of factors including employee utilization rates
and the number and type of services performed by Keane during a particular
period.  A variety of factors influence Keane's revenue in a particular quarter,
including:

 .   general economic conditions which may influence investment decisions or
    cause downsizing;

 .   the number and requirements of client engagements;

 .   employee utilization rates;

 .   changes in the rates Keane can charge clients for services;

 .   acquisitions; and

 .   other factors, many of which are beyond Keane's control.

A significant portion of Keane's expenses does not vary relative to revenue.  As
a result, if revenue in a particular quarter does not meet expectations, Keane's
operating results could be materially adversely affected, which in turn may have
a material adverse impact on the market price of Keane common stock.  In
addition, many of Keane's engagements are terminable without client penalty.  An
unanticipated termination of a major project could result in an increase in
underutilized employees and a decrease in revenue and profits.

Risks Relating to Acquisitions.  In the past five years, Keane has grown
significantly through acquisitions.  Since January 1, 1999, Keane has completed
the acquisitions of Emergent Corporation in San Mateo, California, Amherst
Consulting Group, Inc, in Boston, Massachusetts, Advanced Solutions Inc. in New
York, New York, Anstec, Inc. of McLean, Virginia, First Coast Systems, Inc. of
Jacksonville, Florida, Parallax Solutions Limited, of Birmingham, England,
Denver Management Group, of Denver, Colorado and Care Computer Systems, Inc. of
Bellevue, Washington.  Keane's future growth may be based in part on selected
acquisitions. At any given time, Keane may be in various stages of considering
such opportunities.  Keane can provide no assurances that it will be able to
find and identify desirable acquisition targets or that it will be successful in
entering into a definitive agreement with any one target.  Also, even if a
definitive agreement is reached, there is no assurance that any future
acquisition will be completed.

Keane typically anticipates that each acquisition will bring certain benefits,
such as an increase in revenue.  Prior to completing an acquisition, however, it
is difficult to determine if such benefits can actually be realized.
Accordingly, there is a risk that an acquired company may not achieve an
increase in revenue or other benefits for Keane.  In addition, an acquisition
may result in unexpected costs, expenses and liabilities.  Any of these events
could have a material adverse effect on Keane's business, financial condition
and results of operations.

The process of integrating acquired companies into Keane's existing business may
also result in unforeseen difficulties.  Unforeseen operating difficulties may
absorb significant management attention, which Keane might otherwise devote to
its existing business.  Also, the process may require significant financial
resources that Keane might otherwise allocate to other activities, including the
ongoing development or expansion of Keane's existing operations.  Finally,
future acquisition could result in Keane having to incur additional debt and/or
contingent liabilities. All of these possibilities might have a material adverse
effect on Keane's business, financial condition and result of operations.

Dependence on Personnel.  Keane believes that its future success will depend in
large part on its ability to continue to attract and retain highly skilled
technical and management personnel.  The competition for such personnel is
intense.  Keane may not succeed in attracting and retaining the personnel
necessary to develop its business.  If Keane does not, its business, financial
condition and result of operations could be materially adversely affected.

Highly Competitive Market.  The market for Keane's services is highly
competitive.  The technology for custom software services can change rapidly.
The market is fragmented, and no company holds a dominant position.
Consequently, Keane's competition for client assignments and experienced
personnel varies significantly from city to


                                       11
<PAGE>

city and by the type of service provided. Some of Keane's competitors are larger
and have greater technical, financial and marketing resources and greater name
recognition in the markets they serve than does Keane. In addition, clients may
elect to increase their internal information systems resources to satisfy their
custom software development needs.

Keane believes that in order to compete successfully in the software services
industry it must be able to:

 .    compete cost-effectively;

 .    develop strong client relationships;

 .    generate recurring revenues;

 .    utilize comprehensive delivery methodologies; and

 .    achieve organizational learning by implementing standard operational
     processes.

In the healthcare software systems market, Keane competes with some companies
that are larger in the healthcare market and have greater financial resources
than Keane.  Keane believes that significant competitive factors in the
healthcare software systems market include size and demonstrated ability to
provide service to targeted healthcare markets.

Keane may not be able to compete successfully against current or future
competitors.  In addition, competitive pressures faced by Keane may materially
adversely affect its business, financial condition and results of operations.

International Operations.  Keane's international operations are subject to
political and economic uncertainties, currency exchange rate fluctuations,
foreign exchange restrictions, changes in taxation and other difficulties in
managing operations overseas.  Keane may not be successful in its international
operations.

As a result of these and other factors, the Company's past financial performance
should not be relied on as an indication of future performance.  Keane believes
that period to period comparisons of its financial results are not necessarily
meaningful and it expects that results of operations may fluctuate from period
to period in the future.

Quantitative and Qualitative Disclosures about Market Risk.  The Company does
not engage in trading market risk sensitive instruments or purchasing hedging
instruments or other trading instruments that are likely to expose the Company
to market risk, whether interest rate, foreign currency exchange, and commodity
price or equity price risk. The Company has not purchased options or entered
into swaps or forward or futures contracts. The Company's primary market risk
exposure is that of interest rate risk on its investments, which would affect
the carrying value of those investments. Additionally, the Company transacts
business in the United Kingdom and as such has exposure associated with movement
in foreign currency exchange rates.


                                       12
<PAGE>

Keane, Inc. and Subsidiaries
Part II - Other Information

Item 5.    Other Information.

           The Company announced on February 21, 2001, that it had authorized
           and increase in the number of shares authorized for repurchase under
           the Company's July 26, 2000 share repurchase program by an additional
           one million shares. The remaining 869,000 shares available for
           repurchase under the prior authorization brings the total number of
           shares authorized for repurchase to 1,869,000 shares as of February
           21, 2001. The timing and amount of shares repurchased will be
           determined by the Company's management based on its evaluation of
           market and economic conditions.  The Company expects to use any
           shares repurchased for its stock plans, employee stock purchase and
           stock benefit plans, and other general corporate purposes.

           The Company announced on February 5, 2001 that it had sold its
           help desk business. The divestiture encompasses assets associated
           with the technical support centers located in Tucson, Arizona and
           Kirkland, Washington, which together employed approximately 1,000
           people. The divestiture was completed as a cash transaction valued at
           $15.7 million.

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

           (a)     Exhibits - None

           (b)     Reports on Form 8-K - The registrant filed no reports on Form
                   8-K during the quarter ended March 31, 2001.


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<PAGE>

                                   Signatures


Pursuant to the requirements 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.


                                         KEANE, INC.
                                         (Registrant)


Date: May 14, 2001           \s\ Brian T. Keane
                             -------------------------------------
                             Brian T. Keane
                             President and Chief Executive Officer

Date: May 14, 2001           \s\ John J. Leahy
                             -------------------------------------
                             John J. Leahy
                             Senior Vice President and Chief Financial Officer
                             (Principal Financial and Accounting Officer)



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