8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):     June 10, 2005

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	000-24049	04-2372210
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

200 Clarendon Street, Boston, Massachusetts	02116
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (617) 425-3000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On June 10, 2005, we and certain persons who held our common stock before our initial public offering, or IPO, in 1998 (as well as certain family members and other persons to whom these pre-IPO shareholders transferred shares with our consent) entered into an amendment to our stock restriction agreement, dated as of April 17, 1998, as amended by the first amendment to stock restriction agreement dated as of March 27, 2003.  The amendment provides that the pre-IPO shareholders and transferees that are a party to the stock restriction agreement may not transfer any shares of our common stock on or before November 30, 2005.  Our board of directors may waive this restriction.  A copy of the amendment is set forth as exhibit 99.1 to this current report and incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(c)  Exhibits

Number	Title
99.1	Second Amendment to Stock Restriction Agreement dated as of June 10, 2005 among CRA and certain holders of pre-IPO stock

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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 hereunto duly authorized.

	CRA INTERNATIONAL, INC.
Dated: June 16, 2005	By:	/s/ J. Phillip Cooper
		J. Phillip Cooper
		Vice Chairman, Executive Vice President, and Chief Financial Officer

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Exhibit Index

Number	Title
99.1	Second Amendment to Stock Restriction Agreement dated as of June 10, 2005 among CRA and certain holders of pre-IPO stock

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EX-99.1

Exhibit 99.1

Second Amendment to

Stock Restriction Agreement

This Second Amendment (the “Amendment”) to the Stock Restriction Agreement dated as of April 17, 1998 by and among Charles River Associates Incorporated, a Massachusetts corporation (the “Company”), and the persons whose names and addresses appear on Schedule A thereto (including persons made a party thereto through one or more accession agreements), as amended by the First Amendment dated as of March 27, 2003 (as so amended, the “Agreement”), is made as of June 10, 2005 by the Company and the Pre-Offering Stockholders who have executed this Amendment.

WHEREAS, certain parties to the Agreement wish to modify the provisions of the Agreement relating to restrictions on the Transfer of Common Stock and other matters; and

WHEREAS, the parties to this Amendment hold the requisite number of shares of Pre-Offering Stock to effectuate this Amendment to the Agreement;

NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.             General.  Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Agreement.

2.             Additional Restrictions on Transfer.  In addition to the restrictions on Transfer imposed by the Agreement, no Pre-Offering Stockholder shall, on or before November 30, 2005, Transfer any shares of Common Stock, including, without limitation, shares of Pre-Offering Stock, held by such Pre-Offering Stockholder on June 10 2005, or any shares of Common Stock acquired by the Pre-Offering Stockholder between June 10, 2005 and November 30, 2005, whether by gift, grant, purchase, exercise of stock options or otherwise.

3.             Effectiveness of this Amendment.  This Amendment shall become effective as to all Pre-Offering Stockholders when signed by parties to the Agreement holding the minimum number of shares of Common Stock necessary to effectuate this Amendment.  Any Pre-Offering Stockholder who became a party to the Agreement through an accession agreement shall continue to be bound by any additional terms set forth therein.

4.             Scope of Amendment.  As amended by this Amendment, the Agreement shall continue in full force and effect in accordance with its terms.

5.             Governing Law.  This Amendment shall be governed by, and construed and enforced in accordance with, the laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws.

6.             Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal as of the date first written above.

CHARLES RIVER ASSOCIATES INCORPORATED
By:	/s/ James C. Burrows
	James C. Burrows, President
PRE-OFFERING STOCKHOLDERS:
/s/ Jagdish C. Agarwal
Jagdish C. Agarwal
Gregory K. Bell
The Besen Family Trust u/i/d March 30, 1998
By:	/s/ Marlene Besen
	Marlene Besen, Trustee
/s/ Stanley M. Besen
Stanley M. Besen
/s/ Douglas R. Bohi
Douglas R. Bohi
/s/ Daniel Brand
Daniel Brand
/s/ Steven R. Brenner
Steven R. Brenner

/s/ William B. Burnett
William B. Burnett
/s/ James C. Burrows
James C. Burrows
The James C. Burrows Irrevocable Trust 1998, Art. Second
By:	/s/ Kenneth L. Grinnell
	Kenneth L. Grinnell, Trustee
Eads Family, LLC
By:	/s/ George C. Eads
	George C. Eads, Managing Member
/s/ George C. Eads
George C. Eads
/s/ Abigail S. Fisher
Abigail S. Fisher
The Abigail S. Fisher GST Trust
By:	/s/ Abigail S. Fisher
	Abigail S. Fisher, Trustee
/s/ Abraham S. Fisher
Abraham S. Fisher
The Abraham S. Fisher GST Trust
By:	/s/ Abraham S. Fisher
	Abraham S. Fisher, Trustee

/s/ Franklin M. Fisher
Franklin M. Fisher
The Salop Irrevocable GST – Exempt Trust 1998
By:	/s/ Judith R. Gelman
	Judith R. Gelman, Trustee
The Salop Irrevocable GST – Taxable Trust 1998
By:	/s/ Judith R. Gelman
	Judith R. Gelman, Trustee
/s/ Joen E. Greenwood
Joen E. Greenwood
/s/ Stephen H. Kalos
Stephen H. Kalos
/s/ Firoze E. Katrak
Firoze E. Katrak
/s/ Michael A. Kemp
Michael A. Kemp
Robert J. Larner and Anne M. Larner, joint tenants with right of survivorship
By:	/s/ Robert J. Larner
	Robert J. Larner
By:	/s/ Anne M. Larner
	Anne M. Larner
Arnold J. Lowenstein

/s/ C. Christopher Maxwell
C. Christopher Maxwell
/s/ Paul R. Milgrom
Paul R. Milgrom
/s/ Bridger M. Mitchell
Bridger M. Mitchell
/s/ W. David Montgomery
W. David Montgomery
/s/ Rowland T. Moriarty
Rowland T. Moriarty
The Rowland T. Moriarty Irrevocable Trust 1998
By:	/s/ Jenny Fitz Moriarty
	Jenny Fitz Moriarty, Trustee
/s/ Laurel E. Morrison
Laurel E. Morrison
/s/ Monica G. Noether
Monica G. Noether
/s/ Thomas R. Overstreet
Thomas R. Overstreet
John E. Parsons Charitable Foundation, Inc.
By:	/s/ John E. Parsons
	John E. Parsons, President

/s/ John E. Parsons
John E. Parsons
/s/ Raju Patel
Raju Patel
/s/ Gary L. Roberts
Gary L. Roberts
Ruback Children’s Family Trust
By:	/s/ Elaine M. Ruback
	Elaine M. Ruback, as Trustee
/s/ Richard S. Ruback
Richard S. Ruback
/s/ Steven C. Salop
Steven C. Salop
/s/ Robert M. Spann
Robert M. Spann
Alan R. Willens
/s/ John R. Woodbury
John R. Woodbury
/s/ Naomi L. Zikmund-Fisher
Naomi L. Zikmund-Fisher

The Naomi L. Fisher GST Trust
By:	/s/ Naomi L. Zikmund-Fisher
	Naomi L. Zikmund-Fisher, Trustee
Girls, Incorporated
By:	/s/ Marcia Brumit Kopf
	Chief Operating Officer
National Outdoor Leadership School
By:	/s/ John Gans
	John Gans, Executive Director
/s/ Gail B. Roberts
Gail B. Roberts