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):   October 9, 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 October 12, 1998, the Registrant announced that, on October 9, 1998, it
had acquired all of the outstanding capital stock of Fourth Tier, Inc.  A copy
of the Registrant's press release announcing the acquisition of Fourth Tier,
Inc. is attached as Exhibit 99.1.


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

     (a)  Financial Statements of Businesses Acquired.

          Financial statements of businesses acquired are not required as per
          Rule 3-05(b) of Regulation S-X.

     (b)  Pro Forma Financial Information.

          Pro forma financial information is not required as per Rule 11-01(c)
          of Regulation S-X.

     (c)  Exhibits.
          -------- 
 
     99.1 Press Release regarding acquisition of Fourth Tier, Inc., dated
          October 12, 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 13, 1998             KEANE, INC.
                                    ------------
                                    (Registrant)



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

 
                                 EXHIBIT INDEX


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


 
99.1      Press Release regarding acquisition of Fourth Tier, Inc., dated
          October 12, 1998.

EX-99.1

 
                                 EXHIBIT 99.1
                     FOURTH TIER ACQUISITION PRESS RELEASE

 
               KEANE COMPLETES ACQUISITION OF FOURTH TIER, INC.

     BOSTON, Oct. 12, 1998 -- Leading IT consulting firm Keane, Inc. (AMEX: KEA)
today announced it has completed its acquisition of Fourth Tier, Inc., a
privately-held provider of enterprise relationship management (ERM) consulting
services.  The transaction is being accounted for as a pooling of interests.  It
is anticipated that the purchase of Fourth Tier will be accretive to Keane's
earnings.

     Keane issued approximately 943,000 shares of its Common Stock in exchange
for all of the outstanding shares and options to acquire shares of Fourth Tier.

     "Enterprise relationship management is a very important market for Keane,"
said John Keane, Jr., office of the president for Keane, Inc.  "We believe the
next frontier for significantly improving a company's competitiveness lies in
how well it manages its customer relationships. Effectively implementing the
best systems to support these processes will be essential to achieving break-
through performance."

     Fourth Tier provides Fortune 500 companies with enterprise-wide
systems solutions for their sales, marketing and customer service organizations.
These solutions are designed to assist companies in efficiently managing their
customer relationships by coordinating, consolidating and integrating each point
of contact the enterprise has with its customers.  This allows companies to
improve their business performance through better customer relationships and by
being more responsive, proactive and knowledgeable about customer needs.

     "We believe joining forces with Fourth Tier will position Keane with strong
credentials in this rapidly growing market.  Fourth Tier has a proven 

 
track record of successfully implementing Siebel applications. Over time, Fourth
Tier's capabilities will be complemented by other practices that Keane is
developing to serve the ERM market," Keane said.

Keane Completes Acquisition of Fourth Tier, Inc./2/

     To become more responsive to customers and address their requirements,
companies are structuring their information technology systems for enterprise
relationship management.  This enables companies to communicate with customers
the way they prefer; capture information about the customers through the sales
process and pre/post sales processes to deliver higher satisfaction and build
ongoing relationships; and integrate the information with all IT systems to
strengthen the customer relationship throughout the enterprise.

About Fourth Tier, Inc.

     Fourth Tier is a leading systems integrator of enterprise relationship
management applications for the front office.  The company has performed complex
systems implementations for customer service, sales and marketing, and product
development departments within medium and large multinational corporations.
With headquarters in Los Angeles, Fourth Tier's list of clients include
Honeywell, Yamaha, Schlumberger and Marriott.

About Keane, Inc.

     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 press release contains forward-looking statements that involve a number of
risks and uncertainties, including statements regarding the acquisition of
Fourth Tier, Inc. and the benefits Keane expects to derive as a result of such
acquisition. There are a number of factors that could cause actual results to
differ materially from those indicated.  Such factors include, without
limitation, Keane's success in integrating Fourth Tier, Inc. into its own
operations, and the various factors set forth under the caption "Certain Factors
That May Affect Future Results" in Keane's annual report or Form 10-K for the
year ended December 31, 1997, which important factors are incorporated herein by
reference.


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