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 25, 2002
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                                   KEANE, INC.
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             (Exact Name of Registrant as Specified in its Charter)


                                  Massachusetts
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                 (State or Other Jurisdiction of Incorporation)


            001-7516                                       04-2437166
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    (Commission File Number)                  (IRS Employer Identification No.)


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


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


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





Item 5. Other Events.

     On October 25, 2002, Keane, Inc., a Massachusetts corporation (the
"Company"), announced that its Board of Directors has authorized the Company to
repurchase an additional 5 million shares of its common stock over the next 12
months. The authorization is in addition to the 5 million share repurchase
authorization announced by Keane on July 26, 2002, which program expires in July
2003. Keane has repurchased approximately 4.7 million shares to date under the
July repurchase program and anticipates repurchasing the remaining 300,000
shares before the July repurchase program expires. Since May 1999, the Company
has invested $147.2 million to repurchase an aggregate of 10,269,700 shares of
its common stock under six separate authorizations.

     The repurchases may be made on the open market or in negotiated
transactions, and the timing and amount of shares repurchased will be determined
by the Company's management based on its evaluation of market and economic
conditions and other factors. The Company reported that the repurchased shares
will be available for use in connection with the Company's stock option plans,
employee stock purchase and other stock benefit plans, and for general corporate
purposes, including acquisitions.

     A copy of the press release announcing the Company's share repurchase
program is attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.

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 of Keane, Inc., dated October 25, 2002.



                                       -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 30, 2002                      REGISTRANT

                                            KEANE, INC.

                                            By: /s/John  J. Leahy
                                               --------------------------------
                                                John J. Leahy
                                                Senior Vice President and
                                                Chief Financial Officer


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                                  EXHIBIT INDEX

Exhibit Number    Description
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99.1              Press Release of Keane, Inc., dated October 25, 2002.



                                       -4-

EX-99.1

                                                                    EXHIBIT 99.1

Keane Announces Additional Share Repurchase Program

BOSTON, October 25, 2002 - Keane, Inc. (AMEX: KEA) today announced that its
Board of Directors has authorized the Company to repurchase an additional 5
million shares of its common stock over the next 12 months. The authorization is
in addition to the 5 million share repurchase authorization announced by Keane
on July 26, 2002, which program expires in July 2003. Keane has repurchased
approximately 4.7 million shares to date under the July repurchase program and
anticipates repurchasing the remaining 300,000 shares before the July repurchase
program expires.

The repurchases may be made on the open market or in negotiated transactions,
and the timing and amount of shares repurchased will be determined by the
Company's management based on its evaluation of market and economic conditions
and other factors. The repurchase program will be funded using the Company's
cash reserves. The Company reported that the repurchased shares will be
available for use in connection with the Company's stock option plans, employee
stock purchase and other stock benefit plans, and for general corporate
purposes, including acquisitions.

Keane, Inc. (AMEX: KEA), a premiere provider of application lifecycle
optimization services, helps Global 2000 companies and government agencies to
plan, build, manage, and rationalize application software through its Business
Consulting, Application Development and Integration, and Application Development
and Management (ADM) Outsourcing services. Keane develops long-term client
relationships and recurring revenues based on its broad range of services,
multi-year outsourcing contracts, and an unwavering commitment to customer
satisfaction. Keane delivers its services with world-class processes, management
disciplines, and performance metrics via an integrated network of branch offices
in North America and the United Kingdom, and Advanced Development Centers (ADCs)
in the United States, Canada, and India. This global delivery model offers
customers the flexibility and economic advantage of fluidly allocating work
between a variety of delivery options including on-site at a client's facility,
off-site at a remote location, near-shore in Halifax, Nova Scotia, and offshore
in India. Branch offices work in conjunction with Keane Consulting Group, the
Company's business consulting arm, and are supported by centralized Strategic
Practices and Quality Assurance Groups. Information on Keane is available on the
Internet at www.keane.com.

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Statements in this press release regarding the Company's intention to repurchase
shares of its common stock from time to time under the stock repurchase program,
the intended use of any repurchased shares and the source of funding are
forward-looking statements. There are a number of important factors that could
cause actual events to differ materially from those suggested or indicated by
such forward-looking statements. These include, among others, the market price
of the Company's stock prevailing from time to time, the nature of other
investment opportunities presented to the Company from time to time, the
Company's cash flows from operations, general economic conditions, and other
factors identified in the Company's Annual Report on Form 10-K and most recent
Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission.