FORM 10-K/A

      Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

For the fiscal year ended December 31, 1997        Commission File Number 1-7516
                          -----------------                               ------

                                  Keane, Inc.
                                  -----------
             (Exact name of registrant as specified in its charter)

Massachusetts                                       04-2437166
- -------------                                       ----------
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   Identification Number)
                                                
Ten City Square, Boston, Massachusetts              02129
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(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code: (617) 241-9200
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act:

Common Stock $.10 par value     Registered on the American Stock Exchange
- ---------------------------     -----------------------------------------
     (Title of Class)                    (Name of Exchange)

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by checkmark 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 checkmark 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 the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  (  )

The aggregate market value determined by the closing prices reported by AMEX of
the voting stock held by nonaffiliates of the registrant as of March 13, 1998:
                  Common Stock $.10 par value - $2,528,394,526
                  --------------------------------------------
         Class B Common Stock $.10 par value - No Public Trading Market
         --------------------------------------------------------------
  Number of shares outstanding of each of the registrant's classes of common 
                         stock, as of March 13, 1998:
                Common Stock $.10 Par Value - 66,386,367 shares
              Class B Common Stock $.10 Par Value - 286,378 shares
              ----------------------------------------------------
                   Index to Exhibits begins on Page Ex Ind 1.

Documents Incorporated by Reference.  The Registrant intends to file a
definitive proxy statement pursuant to Regulation 14A, promulgated under the
Securities Exchange Act of 1934, as amended, to be used in connection with the
Registrant's Annual Meeting of Stockholders to be held on May 27, 1998.  The
information required in response to Items 10-13 of Part III of this Form 10-K is
hereby incorporated by reference to such proxy statement.

                               Page 1 of 3 Pages

 
This Amendment No. 1 on Form 10-K/A amends and restates Item 10 of the Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
31, 1998 by Keane, Inc., a Massachusetts corporation (the "Company").


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The response to this Item is contained in part under the caption "Executive
Officers of the Company" in Part I hereof, and the remainder is incorporated
herein by reference to the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held May 27, 1998 (the "1998 Proxy Statement") under the
caption "Election of Directors." Except as described below, the Company is not
aware of any executive officer, director or principal stockholder who failed to
comply with filing requirements under Section 16 of the Securities Exchange Act
of 1934, as amended, during the year ended December 31, 1997. On a Form 4 filed
on May 18, 1998, John F. Keane, Jr., an officer of the Company, reported a sale
of 1,200 shares of Common Stock which occurred in November 1997 and a gift of
3,000 shares of Common Stock which occurred in December 1997.

PAGE 2


 
SIGNATURES

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 Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                    KEANE, INC.
                                    (Registrant)



                                    /s/ John F. Keane
                                    --------------------------------------------
                                    By:  John F.  Keane
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


Date:  May 19, 1998

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