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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



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FORM 10-K/A
(Amendment No. 1)

FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[X]   |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934    
|      |  | For the Fiscal Year Ended December 31, 2001or                                           
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      TO

Commission File Number 0-27607

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

|                                         |  |                    
|---------------------------------------- |  | -------------------
|Delaware                                 |  | 54-1698017         
|(State or other jurisdiction of          |  | (I.R.S. Employer   
|incorporation or organization)           |  | Identification No.)
|10780 Parkridge Blvd., Suite 400,        |  | 20191              
|Reston, VA 20191                         |  | (Zip Code)         
|(Address of principal executive offices) |  |                    

(Registrants telephone number, including area code) : (703) 259-2300

Securities Registered Pursuant to Section 12(b) of the Act: NONE

Securities Registered Pursuant to Section 12(g) of the Act:

COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class)

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 [   ]

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
amendments to this Form 10-K.   [   ]

As of March 14, 2002, there were 30,098,996 shares of Common Stock
outstanding. The aggregate value of the shares of Common Stock of the
Registrant issued and outstanding on such date, excluding 11,019,984 shares
held by all affiliates of the Registrant, was approximately $53.8 million.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:

(1)  Portions of the definitive Proxy Statement for the Annual Meeting of
the Stockholders to be held on May 15, 2002 are incorporated by reference into
Part III, Items 10  13 of this Form 10-K.



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EXPLANATORY NOTE

This Amendment No. 1 to the Form 10-K for the year ended December 31, 2001
is being filed to amend Part IV to file an omitted exhibit.

PART IV

Item 14.Exhibits, Financial Statement Schedule, and Reports on Form 8-K.

(a)(3) The following exhibits are either provided with this report or are incorporated herein by reference:

EXHIBIT INDEX

|        |  |                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                  
|No.     |  | Description                                                                                      
|        |  |                                                                                                  
|3.1     |  | Amended and Restated Certificate of Incorporation(1)                                             
|3.2     |  | Amended and Restated Bylaws(1)                                                                   
|4.1     |  | Form of Common Stock Certificate(1)                                                              
|10.1    |  | Second Amended and Restated 1994 Stock Option Plan(2)                                            
|10.2    |  | Amended and Restated Stock Option Plan(1)                                                        
|10.3    |  | Employee Stock Purchase Plan(3)                                                                  
|10.4    |  | 401(k) Plan(1)                                                                                   
|10.5    |  | Employment Agreement between Cysive, Inc. and Nelson A. Carbonell, Jr.(1)                        
|10.6    |  | Employment Agreement between Cysive, Inc. and John R. Lund(1)                                    
|10.16   |  | Revolving Credit Agreement between Cysive, Inc. and Merrill Lynch & Co.(1)                       
|10.17   |  | Letter Agreement between Cysive, Inc. and Merrill Lynch & Co.(3)                                 
|10.18   |  | Lease Agreement by and between Cysive, Inc. and Parkridge Five Associates Limited Partnership(1) 
|10.22   |  | Amendment No. 1 to Executive Employment Agreement between Cysive, Inc. and Nelson A. Carbonell(3)
|10.23   |  | Amendment No. 1 to Executive Employment Agreement between Cysive, Inc. and John R. Lund(3)       
|10.24   |  | Employment Agreement between Cysive, Inc. and John N. Carbonell(4)                               
|10.25   |  | Employment Agreement between Cysive, Inc. and Ken R. Hargrave(4)                                 
|10.26   |  | Employment Agreement between Cysive, Inc. and R. Eugene Willingham(4)                            
|10.27   |  | Employment Agreement between Cysive, Inc. and Robert H. Skinner(4)                               
|23.1    |  | Consent of Ernst & Young LLP(5)                                                                  



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|(1) |  | Incorporated by reference to our Registration Statement on Form S-1 (File
No. 333-85651).             
|--- |  | ------------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated by reference to our 2001 Definitive Proxy Statement on Form
DEF 14A (File No. 000-27607).
|   
|(3) |  | Incorporated by reference to our 2000 Annual Report on Form 10K (File
No. 000-27607).                 
|   
|(4) |  | Filed previously.                                                                                     
|   
|(5) |  | Filed herewith.                                                                                       

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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
Reston, Commonwealth of Virginia, on April 12, 2002.

|                                                                                                        
|--------------------------------------------------------------------------------------------------------
|CYSIVE, INC                                                                                             
|                                                                                                        
|By: /s/ NELSON A. CARBONELL, JR.Nelson A. Carbonell, Jr.
Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this Form 10-K
has been signed by the following persons in the capacities indicated on April 12, 2002.

|                                                    |  |                                                                                                        
|--------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------
|Name                                                |  | Title                                                                                                  
|                                                    |  |                                                                                                        
|                                                   
|                                                   
|/s/ NELSON A. CARBONELL, JRNelson A. Carbonell, Jr. |  | Chairman, President and Chief Executive Officer
(Principal Executive Officer)                          
|                                                   
|                                                   
|/s/ JOHN R. LUNDJohn R. Lund                        |  | Chief Financial Officer, Treasurer, Secretary
and Director (Principal Financial and
Accounting Officer)
|                                                   
|                                                   
|                                                   
|/s/ JON KORINJon Korin                              |  | Director                                                                                               
|                                                   
|                                                   
|/s/ KENNETH HOLECKenneth Holec                      |  | Director                                                                                               
|                                                   
|                                                   
|/s/ DANIEL GILLISDaniel Gillis                      |  | Director                                                                                               

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