8-K

 
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 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):   September 30, 1998
                                                     -------------------------


                                  Keane, Inc.
         -------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)


                                 Massachusetts
         -------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)


             1-7516                                    04-243-7166
- ---------------------------------       ------------------------------------
    (Commission File Number)            (I.R.S. Employer Identification No.)


Ten City Square
Boston, Massachusetts                                             02129
- ----------------------------------------                       -----------
(Address of Principal Executive Offices)                        (Zip Code)


                                (617) 241-9200
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             (Registrant's Telephone Number, Including Area Code)

                                Not Applicable
- -------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

 
ITEM 5.   OTHER EVENTS.

     On September 30, 1998, Keane, Inc. (the "Registrant") issued, in response
to investor inquiries, a press release reaffirming that there are no known
issues with respect to or changes in the Registrant's business outlook (the
"Press Release").  A copy of the Press Release is attached as Exhibit 99.1.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  Financial Statements of Businesses Acquired.

          Not applicable.

     (b)  Pro Forma Financial Information.

          Not applicable.

     (c)  Exhibits.
          -------- 

 
     99.1 Press Release, dated September 30, 1998.

                                      -2-

 
                                   SIGNATURE
                                   ---------


     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.


Date: October 1, 1998                      KEANE, INC.
                                           -----------
                              (Registrant)



                              By: /s/ Wallace A. Cataldo
                                 ---------------------------------------
                                     Wallace A. Cataldo
                                     Vice President - Finance
                                     and Administration

                                      -3-

 
                                 EXHIBIT INDEX


Exhibit
Number                   Description
- -------                  -----------

 
99.1      Press Release, dated September 30, 1998.

EX-99.1

 
                                 EXHIBIT 99.1
                              KEANE PRESS RELEASE

                                                             CONTACT: Larry Vale
                                                              Investor Relations
                                                            (617) 241-9200 x1290


                       IN RESPONSE TO INVESTOR INQUIRIES
                    KEANE REAFFIRMS STRONG BUSINESS OUTLOOK

     BOSTON, September 30, 1998 - In response to investor inquiries concerning
the recent drop in its stock price, management of Keane, Inc. (AMEX:KEA) today
reaffirmed that there are no known issues or changes in the company's business
outlook.

     "Keane's business continues to be strong across the board," said John F.
Keane, chairman and CEO for Keane, Inc.  "We are experiencing significant
revenue and earnings growth, our sales pipeline is robust, turnover is down, and
project delivery remains excellent."

     Keane's management also confirmed that it is comfortable with consensus
earnings per share estimates for the Third Quarter ended September 30, 1998.

     During the Second Quarter ended June 30, 1998, Keane reported revenues of
$250.7 million, up 61 percent as compared to $155.5 million in the Second
Quarter of 1997.  Keane also reported earnings per share of $.35 (diluted) on
70,506,000 shares, up 117 percent from the Second Quarter of 1997, prior to one-
time merger related costs of $4.1 million associated with the acquisition of
Bricker & Associates which was accounted for as a pooling of interests.

     Headquartered in Boston, Massachusetts, Keane, Inc. is a $1 billion firm
that helps companies plan, build and manage application software to achieve
business advantage.  Keane does this by adhering to rigorous process and
management disciplines and performance metrics incorporated in its six core IT
solutions.  Keane's world-class services include operations improvement and IT
consulting, application development, application outsourcing, year 2000
compliance, help desk outsourcing, and enterprise healthcare solutions.  These
service offerings are delivered through a network of more than 45 branch offices
in North America and the United Kingdom.  Information about Keane, which was
named the Wall Street Journal's Best 10-Year Stock Performer, is available via
the Internet's World Wide Web at http://www.keane.com.
                                 -------------------- 

________________________________________________________________________________

This release contains a number of forward-looking statements concerning the
company's current expectations as to future growth.  Actual results may differ
materially depending on the various factors set forth under the caption "Certain
Factors That May Affect Future Results" in the company's annual report or Form
10-K for the year ended December 31, 1997, which important factors are
incorporated herein by reference.  Such factors include business conditions, the
successful completion of software development or management projects, the
availability of professional staff and various other factors which involve risk
and uncertainty.