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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-Q/A

                              AMENDMENT NO. 1 TO
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                     For Quarter Ended September 30, 2000
                         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 September 30, 2000, the number of issued and outstanding shares of Common
Stock (excluding 3,790,851 shares held in treasury) and Class B Common Stock
were 68,655,250 and 284,891 shares, respectively.
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Part I, Item 2 of the Quarterly Report on Form 10-Q of Keane, Inc., a
Massachusetts corporation (the "Company"), originally filed on November 14,
2000, is being amended and restated in its entirety by this Amendment No. 1 on
Form 10-Q/A.  This amendment changes information in the paragraph relating to
the quarter over quarter and year over year comparison of plan revenues to
accurately reflect the correct revenue numbers.  No other changes are being made
by this amendment.

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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.  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 third quarter of 2000 was $219.7 million, a 14%
decrease from $255.6 million in the third quarter of 1999, due to the
anticipated and rapid decline of Y2K compliance revenue. Y2K-related revenue
declined 100% to $0 million for the third quarter 2000, as compared to $40.9
million for the third quarter of 1999.  The Company anticipates no such revenue
in subsequent quarters. Keane's core Plan, Build, Manage revenue, excluding Y2K
compliance, was down 1% sequentially from the second quarter of 2000 due to
seasonal factors such as increased holidays and employee vacations.  However,
core Plan, Build, and Manage revenues were up 2% from the third quarter of last
year, and for the first nine months of 2000.   Keane's internet-related business
increased to an annualized run rate of $169 million, an increase of 64% from the
third quarter of 1999 and up 7% sequentially from the second quarter of this
year.  Internet-related business for the first nine months of 2000 was up 75%
from the same period a year ago.  The Company anticipates that its Internet-
related revenues will continue to grow rapidly as clients seek to leverage
Internet technology to reduce costs associated with business processes such as
supply chain and logistics, and or to invest in B2B software applications in
order to support e-markets or e-trading systems.

Third quarter 2000 revenue from the Company's Plan Services was $24.8 million,
down from $27.8 million in the third quarter last year. For the first nine
months of the year, Plan revenues were $83.7 million, up from $82.9 million
during the same period in 1999.  Plan revenue is primarily comprised of business
innovation consulting and IT consulting services, which assist companies in
developing new strategies, plans to operationalize their strategies, as well as
new business processes, organizational structures and IT infrastructures,
leveraging the Internet and positioning themselves within the new digital
economy.  Third quarter 2000 revenue from the Company's Build Services was $82.7
million representing a 3.5% decrease from $85.6 million during third quarter of
last year.  Build revenues for the first nine months of 2000 were $244.0
million, down 4.3 % from $254.4 million during the first nine months of 1999.
Build revenue primarily consists of implementing e-solutions, e-Customer
Relationship Management systems, e-architecture and data-warehousing services,
custom application development projects and licensing and implementing the
Company's proprietary suite of hospital and long-term care application software
products.  Third quarter 2000 revenue from the Company's Manage services was
$112.1 million, up 19.5% from $93.8 million during the third quarter 1999.
Manage revenues for the first nine months of 2000 were $324.6 million, up 15.2%
from $281.7 million during the same period last year.  Manage revenue primarily
consists of Application Development and Management (ADM) Outsourcing services,
Call Center Outsourcing, and other activities related to managing and enhancing
business applications.

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Approximately $2.9 million of foreign exchange negatively impacted the year-to-
date revenues from the Company's UK operations.

Salaries, wages and other direct costs for the third quarter of 2000 were $154.0
million, or 70.1% of revenue, compared to $171.4 million, or 67.1% of revenue
for the third quarter of 1999. Salaries, wages and other direct costs for the
first nine months of 2000 were $463.8 million, or 70.5%, of revenue, compared to
$536.1 million, or 65.3% of revenue, during the same period last year. This
increase as a percentage of revenue is primarily a result of the fixed nature of
these costs and the decline of revenues.

Selling, General & Administrative ("SG&A") expenses for the third quarter of
2000 were $50.0 million, or 22.8% of revenue, compared to $50.5 million, or
19.8% of revenue, for the third quarter last year. However, SG&A expense was
down sequentially from $52.2 million, or 23.5% of revenue for the second quarter
of 2000.  SG&A expenses for the first nine months of 2000 were $153.4 million,
or 23.3% of revenue, versus $154.0, or 18.8% of revenue for 1999. The increase
as a percentage of revenue was primarily attributable to the decrease in
revenues, and continued investments by the Company in the development and
marketing of its core service offerings. The decrease as a percentage of revenue
on a sequential basis reflects the Company's efforts to bring SG&A costs in
alignment with revenues.

Amortization of goodwill and other intangible assets for the third quarter of
2000 was $3.3 million, or 1.5% of revenue, compared to $2.4 million, or 0.9% of
revenue, in the third quarter of 1999.  Amortization of goodwill and capitalized
acquisition costs for the first nine months of 2000 were $8.9 million, or 1.4%
of revenue, compared to $6.7 million, or 0.8% of revenue, for the same period
last year. The increase in amortization was attributable to additional
intangible assets as a result of the Company's acquisitions of Denver Management
Group in July of 2000, and Care Computer Systems in September of 2000.

Interest and dividend income totaled $1.8 million for the third quarter of 2000
and 1999.  Interest and other expenses for the second quarter of 2000 was $0.4
million, compared to $0.5 million for the same period last year.

The Company's effective tax rate for the third quarter of 2000 and 1999 was
40.5%.

Net income and earnings per share for the third quarter of 2000 were $8.3
million and $0.12 per share diluted, as compared to $19.4 million and $0.27 per
share diluted for the third quarter last year.  However, net income was up 3.6%,
sequentially from the second quarter of 2000.  Net income for the first nine
months of 2000 was $21.7 million or $0.31 cents per share diluted, versus $76.2
million or $1.05 earnings per share diluted during the same period of 1999.

In the fourth quarter of 1999, the Company recorded a restructuring charge of
$13.7 million. Of this charge, $3.8 million related to a workforce reduction of
approximately 600 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 $4.8 million of impaired assets, which included the
carrying value of specific assets associated with these branch offices, and
incurred charges of $3.8 million for branch closings and $1.3 million for
payments to certain employees.

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The fiscal 2000 activity against the accrued restructuring charge has proceeded
as planned by management. Refer to Note 5 to the Unaudited Interim Financial
Statements for a summary of this activity.

Liquidity and Capital Resources
-------------------------------

The Company's cash and investments at the end of the third quarter of 2000
decreased to $107.2 million as compared to a balance of $132.1 million at the
close of the second quarter. This decrease was primarily attributable to the
repurchase of the Company's common stock in the amount of approximately $15.5
million, as well as the purchase of Denver Management Group and Care Computer
Systems during the third quarter for approximately $12.5 million and $20.0
million, respectively.  During the third quarter, Keane invested $15.5 million
of its cash to buy shares of its stock at prices ranging from $16.81 to $19.75.
Keane repurchased 873,000 shares of stock, at an average price of $17.75 per
share during the quarter.

On October 26, the Company's Board of Directors increased the Company's stock
repurchase authorization by an additional one million shares of common stock.
This increase, when combined with the remaining 1.1 million shares available for
purchase under the share authorization approved by the Company's Board of
Directors on July 24, 2000 brings the Company's current authorization to 2.1
million shares.  The cost associated with the purchase of the remaining 2.1
million shares should be approximately $28.0 million.

The Board of Directors has approved three stock repurchase programs in the last
seventeen months. On May 27, 1999 the board authorized the repurchase of up to
one million shares of its common stock; on February 10, 2000, the board
authorized the repurchase of up to two million shares of its common stock; and
on July 26, 2000 the board authorized the repurchase of up to two million shares
of its common stock. Keane has repurchased and retired, as of September 30,
approximately 3.9 million shares of common stock at a cost of approximately $89
million, including 873,000 shares of common stock repurchased during the third
quarter of 2000.

The Company maintains and has available a $20 million unsecured demand line of
credit with a major Boston bank for operations and acquisitions opportunities.

Based on the Company's current operating plan, the Company believes that its
cash and cash equivalents on hand, cash flows from operations, and its current
available line of credit will be sufficient to meet its current capital
requirements for least the next twelve 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 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 1999.
This is due primarily to the Company's increase in strategic services such as
business innovation consulting and e-solutions, in which the high value of
services commands higher rates.

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Certain Factors that May Affect Future Results
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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.

Fluctuations in Operating Results.  Keane has experienced and expects to
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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 Maclean, Virginia; First Coast Systems, Inc. of
Jacksonville, Florida; Jamison/Gold, LLC, of Marina Del Ray, California and
Parallax Solutions Limited, of Birmingham, England, Denver Management Group, of
Denver, Colorado, and Care Computer Systems, of Seattle, 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

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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 and expenses. 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
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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 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.

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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.  In August 1998, Keane commenced operations in the
------------------------
United Kingdom with its acquisition of Icom Systems Ltd, now known as Keane
Limited.  These operations were expanded with Keane's acquisition of Parallax
Solutions Ltd. in May 1999.  Keane's international operations are subject to
political and economic uncertainties, currency exchange rate fluctuations,
foreign exchange restrictions, and 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 Risks.  Market risks were
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reported in the Company's Annual Report on Form 10-K for the year ended December
31, 1999.  There have been no material changes in these risks since the end of
the year.

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                                  Signatures
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Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to the
registrant's Quarterly Report on Form 10-Q to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             KEANE, INC.
                                             (Registrant)



Date    November 28, 2000                /s/ Brian T. Keane
     ---------------------------     -----------------------------------
                                         Brian T. Keane
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

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