SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Converse Mary T

(Last)

(First)

(Middle)

C/O KEANE, INC.

100 CITY SQUARE

(Street)

BOSTON

02129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2004

3. Issuer Name and Ticker or Trading Symbol
KEANE INC [ KEA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	12/29/2005⁽²⁾	12/29/2010	Common Stock	10,000	$9.75	D
Employee Stock Option (right to buy)	06/12/2005⁽¹⁾	06/12/2006	Common Stock	4,000	$8.28	D
Employee Stock Option (right to buy)	04/11/2008⁽²⁾	04/11/2013	Common Stock	2,000	$7.98	D
Employee Stock Option (right to buy)	03/12/2004⁽²⁾	03/12/2009	Common Stock	5,000	$15.25	D

Explanation of Responses:

1. As of 10/29/2004, 3,000 options are fully vested. Another 1,000 options will vest on 6/12/2005.

2. Options shall become fully exercisable as to all of the Shares on the fifth anniversary of the Grant Date. Notwithstanding the following, if prior to the fifth anniversary date the Company reports Cash EPS, for any fiscal year following fiscal year 2000, greater or equal to $1.00, then 34% of the total number of shares will become vested; greater or equal to $1.50, then 67% of the total number of shares will become vested; greater or equal to $2.00, then 100% of the total number of shares will become vested immediately upon such reporting.

Remarks:

	Mary T. Converse	11/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.