As filed with the Securities and Exchange Commission on January 4 , 2001
                                            Registration Statement No. 333-66937

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

                                POST-EFFECTIVE

                                AMENDMENT NO. 1

                                      TO

                                   FORM S-3
                            ______________________

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ______________________

                                  KEANE, INC.
            (Exact Name of Registrant as Specified in its Charter)
                            ______________________
            MASSACHUSETTS                               04-2437166
     (State or Other Jurisdiction           (I.R.S. Employer Identification No.)
   of Incorporation or Organization)

                                Ten City Square
                         Boston, Massachusetts  02129
                                (617) 241-9200
                       (Address, including zip code, and
                    telephone number, including area code,
                           of registrant's principal
                              executive offices)
                            ______________________

                                Brian T. Keane
                                  Keane, Inc.
                                Ten City Square
                         Boston, Massachusetts  02129
                                (617) 241-9200
                    (Name, address, including zip code, and
                    telephone number, including area code,
                             of agent for service)

                                   copy to:

                            Hal J. Leibowitz, Esq.
                             c/o Hale and Dorr LLP
                                60 State Street
                         Boston, Massachusetts  02109
                                (617) 526-6000


Approximate date of commencement of proposed sale to public:  Not applicable.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _______.

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________.

     If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]


Explanatory Note:

     Pursuant to a Registration Statement on Form S-3, as amended (File No. 333-
66937) (the "Registration Statement"), Keane, Inc. (the "Company") registered an
aggregate of 915,571 shares of Common Stock, $.10 par value per share, of the
Company held by certain stockholders of the Company (the "Shares").

     The offering of the Shares terminated on January 4, 2001. This Post-
Effective Amendment No. 1 to the Registration Statement is being filed for the
purpose of deregistering the 115,981 shares that remained unsold upon the
termination of the offering contemplated by the Registration Statement.


                                   SIGNATURE

     Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended, the Registrant duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts on the 4th
day of January, 2001.

                                   KEANE, INC.

                                   By: /s/ Brian T. Keane
                                      ------------------------------------------
                                         Brian T. Keane
                                         President and Chief Executive Officer