<PAGE>


 As filed with the Securities and Exchange Commission on
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   KEANE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                    MASSACHUSETTS                               04-243-7166
  (State or Other Jurisdiction of Incorporation or           (I.R.S. Employer
                    Organization)                           Identification No.)

                   TEN CITY SQUARE
                BOSTON, MASSACHUSETTS                             02129
      (Address of Principal Executive Offices)                 (Zip Code)

                      Keane, Inc. 1998 Stock Incentive Plan
                          UK Revenue Approved Sub Plan

                            (Full Title of the Plan)

                                 BRIAN T. KEANE
                                   KEANE, INC.
                                 TEN CITY SQUARE
                           BOSTON, MASSACHUSETTS 02129
                     (Name and Address of Agent For Service)

                                 (617) 241-9200
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================
                                           Proposed Maximum      Proposed Maximum
Title of Securities      Amount to be     Offering Price Per    Aggregate Offering       Amount of
  to be Registered      Registered (1)           Share                 Price         Registration Fee
------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>                   <C>                  <C>
Common Stock, $0.10
par value per share    100,000 shares          $8.00(2)             $800,000(2)             $65
======================================================================================================
</TABLE>

(1)     In accordance with Rule 416 under the Securities Act of 1933, as
        amended, this registration statement shall be deemed to cover any
        additional securities that may from time to time be offered or issued to
        prevent dilution resulting from stock splits, stock dividends or similar
        transactions.

(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
        amended, and based upon the average of the high and low prices of the
        Registrant's Common Stock as reported on the American Stock Exchange on
        March 20, 2003.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1. Plan Information.

         The information required by Item 1 is included in documents sent or
given to participants in the Keane, Inc. 1998 Stock Incentive Plan UK Revenue
Approved Sub Plan (the "Plan") pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").

         Item 2. Registrant Information and Employee Plan Annual Information.

         The written statement required by Item 2 is included in documents sent
or given to participants in the Plan pursuant to Rule 428(b)(1) of the
Securities Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. Incorporation of Documents by Reference.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:

         (a)   The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

         (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c)   The description of the securities contained in the Registrant's
registration statements on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

         Item 4. Description of Securities.

         Not applicable.

                                      -1-

<PAGE>

         Item 5. Interests of Named Experts and Counsel.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement. Hal J. Leibowitz, a partner of Hale and
Dorr LLP, serves as Clerk to the Registrant.

         Item 6. Indemnification of Directors and Officers.

         Section 67 of the Massachusetts Business Corporation Law permits a
Massachusetts corporation to indemnify its directors, officers, employees and
other agents to whatever extent specified in or authorized by the articles of
organization, a by-law adopted by the stockholders or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors. Except as otherwise provided in the articles of organization or the
by-laws, any of these persons who are not directors may be indemnified to the
extent authorized by the directors. Indemnification may include payment of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding and may be
provided although the person is no longer affiliated with the corporation. No
indemnification shall be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation. A corporation also has the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or other agent of the corporation against any liability incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.

         Section 13(b) of the Massachusetts Business Corporation Law permits a
Massachusetts corporation to provide in its articles of organization that a
director of the corporation shall not personally be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the directors duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation of
law, (iii) under Sections 61 or 62 of the Massachusetts Business Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.

         Article 6A of the registrant's Articles of Organization provides that
no director of the registrant shall be liable for monetary damages for any
breach of fiduciary duty, except to the extent that the Massachusetts Business
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

         Article 6B of the registrant's Articles of Organization provides
generally that the registrant will indemnify each person who is or was or has
agreed to be a director or officer of the registrant against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement to the maximum
extent permitted from time to time under the Massachusetts Business Corporation
Law.

         The registrant maintains officers' and directors' insurance in the
amount of $30,000,000.

         Item 7. Exemption from Registration Claimed.

         Not applicable.

         Item 8. Exhibits.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

                                      -2-

<PAGE>

         Item 9. Undertakings.

         1.   Item 512(a) of Regulation S-K. The undersigned registrant hereby
undertakes:

              (1)   To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                    (i)    To include any prospectus required by Section
         10(a)(3) of the Securities Act;

                    (ii)   To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement; and

                    (iii)  To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

              (2)   That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

              (3)   To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         2.   Item 512(b) of Regulation S-K. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         3.   Item 512(h) of Regulation S-K. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      -3-

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Massachusetts on this 27th day of March,
2003.

                                       KEANE, INC.

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

                                      -4-

<PAGE>

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Keane, Inc., hereby
severally constitute and appoint Brian T. Keane, John J. Leahy and Hal J.
Leibowitz, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Keane, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
             Signature                              Title                            Date
             ---------                              -----                            ----
<S>                                   <C>                                      <C>
/s/ Brian T. Keane                    President, Chief Executive               March 27, 2003
-------------------------------       Officer and Director (Principal
Brian T. Keane                        executive officer)


/s/ John J. Leahy                     Senior Vice President - Finance          March 27, 2003
-------------------------------       and Administration (Principal
John J. Leahy                         financial and accounting officer)


/s/ John F. Keane, Sr.                Director                                 March 27, 2003
-------------------------------
John F. Keane, Sr.


/s/ Maria A. Cirino                   Director                                 March 27, 2003
-------------------------------
Maria A. Cirino

/s/ John H. Fain                      Director                                 March 21, 2003
-------------------------------
John H. Fain

                                      Director
-------------------------------
Philip J. Harkins

/s/ Winston R. Hindle, Jr.            Director                                 March 27, 2003
-------------------------------
Winston R. Hindle, Jr.


/s/ John F. Keane, Jr.                Director                                 March 21, 2003
-------------------------------
John F. Keane, Jr.
</TABLE>

                                      -5-

<PAGE>

<TABLE>
<S>                                   <C>                                      <C>
/s/ John F. Rockart                   Director                                 March 21, 2003
-------------------------------
John F. Rockart

/s/ Stephen Steinour                  Director                                 March 21, 2003
-------------------------------
Stephen Steinour
</TABLE>

                                      -6-

<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Number           Description
------           -----------
<S>              <C>
4.1              Articles of Organization of the Registrant, as amended, are
                 incorporated herein by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement on Form S-3 (File No.
                 33-85206)

4.2              Articles of Amendment to Articles of Organization of the
                 Registrant, filed on May 29, 1998, are incorporated herein by
                 reference to Exhibit 99.1 to the Registrant's Current Report on
                 Form 8-K, filed on June 3, 1998

4.3              Second Amended and Restated By-Laws of the Registrant are
                 incorporated herein by reference to Exhibit 3 to Registrant's
                 Quarterly Report on Form 10-Q for the fiscal quarter ended June
                 30, 2000

4.4              Amendment to Second Amended and Restated Bylaws of the
                 Registrant are incorporated herein by reference to Exhibit 3.4
                 to Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 2001

5.1              Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1             Consent of Hale and Dorr LLP (included in Exhibit 5)

23.1             Consent of Ernst & Young LLP, independent auditors

24.1             Power of attorney (included on the signature pages of this
                 registration statement)
</TABLE>

____________
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19313}]
{"company-data": {"conformed-name": "KEANE INC", "cik": "0000054883", "assigned-sic": "7371", "irs-number": "042437166", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104067", "film-number": "03620686"}, "business-address": {"street1": "TEN CITY SQ", "city": "BOSTON", "state": "MA", "zip": "02129", "phone": "6172419200"}, "mail-address": {"street1": "TEN CITY SQ", "city": "BOSTON", "state": "MA", "zip": "02109"}, "former-company": {"former-conformed-name": "KEANE ASSOCIATES INC", "date-changed": "19800826"}}
As filed with the Securities and Exchange Commission on
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   KEANE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                    MASSACHUSETTS                               04-243-7166
  (State or Other Jurisdiction of Incorporation or           (I.R.S. Employer
                    Organization)                           Identification No.)

                   TEN CITY SQUARE
                BOSTON, MASSACHUSETTS                             02129
      (Address of Principal Executive Offices)                 (Zip Code)

                      Keane, Inc. 1998 Stock Incentive Plan
                          UK Revenue Approved Sub Plan

                            (Full Title of the Plan)

                                 BRIAN T. KEANE
                                   KEANE, INC.
                                 TEN CITY SQUARE
                           BOSTON, MASSACHUSETTS 02129
                     (Name and Address of Agent For Service)

                                 (617) 241-9200
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
======================================================================================================
                                           Proposed Maximum      Proposed Maximum
Title of Securities      Amount to be     Offering Price Per    Aggregate Offering       Amount of
  to be Registered      Registered (1)           Share                 Price         Registration Fee
------------------------------------------------------------------------------------------------------
Common Stock, $0.10
par value per share    100,000 shares          $8.00(2)             $800,000(2)             $65
======================================================================================================
(1)     In accordance with Rule 416 under the Securities Act of 1933, as
        amended, this registration statement shall be deemed to cover any
        additional securities that may from time to time be offered or issued to
        prevent dilution resulting from stock splits, stock dividends or similar
        transactions.

(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
        amended, and based upon the average of the high and low prices of the
        Registrant's Common Stock as reported on the American Stock Exchange on
        March 20, 2003.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1. Plan Information.

         The information required by Item 1 is included in documents sent or
given to participants in the Keane, Inc. 1998 Stock Incentive Plan UK Revenue
Approved Sub Plan (the "Plan") pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").

         Item 2. Registrant Information and Employee Plan Annual Information.

         The written statement required by Item 2 is included in documents sent
or given to participants in the Plan pursuant to Rule 428(b)(1) of the
Securities Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. Incorporation of Documents by Reference.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:

         (a)   The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

         (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c)   The description of the securities contained in the Registrant's
registration statements on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

         Item 4. Description of Securities.

         Not applicable.

                                      -1-
Item 5. Interests of Named Experts and Counsel.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement. Hal J. Leibowitz, a partner of Hale and
Dorr LLP, serves as Clerk to the Registrant.

         Item 6. Indemnification of Directors and Officers.

         Section 67 of the Massachusetts Business Corporation Law permits a
Massachusetts corporation to indemnify its directors, officers, employees and
other agents to whatever extent specified in or authorized by the articles of
organization, a by-law adopted by the stockholders or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors. Except as otherwise provided in the articles of organization or the
by-laws, any of these persons who are not directors may be indemnified to the
extent authorized by the directors. Indemnification may include payment of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding and may be
provided although the person is no longer affiliated with the corporation. No
indemnification shall be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation. A corporation also has the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or other agent of the corporation against any liability incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.

         Section 13(b) of the Massachusetts Business Corporation Law permits a
Massachusetts corporation to provide in its articles of organization that a
director of the corporation shall not personally be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the directors duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation of
law, (iii) under Sections 61 or 62 of the Massachusetts Business Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.

         Article 6A of the registrant's Articles of Organization provides that
no director of the registrant shall be liable for monetary damages for any
breach of fiduciary duty, except to the extent that the Massachusetts Business
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

         Article 6B of the registrant's Articles of Organization provides
generally that the registrant will indemnify each person who is or was or has
agreed to be a director or officer of the registrant against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement to the maximum
extent permitted from time to time under the Massachusetts Business Corporation
Law.

         The registrant maintains officers' and directors' insurance in the
amount of $30,000,000.

         Item 7. Exemption from Registration Claimed.

         Not applicable.

         Item 8. Exhibits.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

                                      -2-
Item 9. Undertakings.

         1.   Item 512(a) of Regulation S-K. The undersigned registrant hereby
undertakes:

              (1)   To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                    (i)    To include any prospectus required by Section
         10(a)(3) of the Securities Act;

                    (ii)   To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement; and

                    (iii)  To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

              (2)   That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

              (3)   To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         2.   Item 512(b) of Regulation S-K. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         3.   Item 512(h) of Regulation S-K. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      -3-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Massachusetts on this 27th day of March,
2003.

                                       KEANE, INC.

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

                                      -4-
POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Keane, Inc., hereby
severally constitute and appoint Brian T. Keane, John J. Leahy and Hal J.
Leibowitz, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Keane, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                              Title                            Date
             ---------                              -----                            ----
/s/ Brian T. Keane                    President, Chief Executive               March 27, 2003
-------------------------------       Officer and Director (Principal
Brian T. Keane                        executive officer)

/s/ John J. Leahy                     Senior Vice President - Finance          March 27, 2003
-------------------------------       and Administration (Principal
John J. Leahy                         financial and accounting officer)

/s/ John F. Keane, Sr.                Director                                 March 27, 2003
-------------------------------
John F. Keane, Sr.

/s/ Maria A. Cirino                   Director                                 March 27, 2003
-------------------------------
Maria A. Cirino

/s/ John H. Fain                      Director                                 March 21, 2003
-------------------------------
John H. Fain

                                      Director
-------------------------------
Philip J. Harkins

/s/ Winston R. Hindle, Jr.            Director                                 March 27, 2003
-------------------------------
Winston R. Hindle, Jr.

/s/ John F. Keane, Jr.                Director                                 March 21, 2003
-------------------------------
John F. Keane, Jr.
-5-
/s/ John F. Rockart                   Director                                 March 21, 2003
-------------------------------
John F. Rockart

/s/ Stephen Steinour                  Director                                 March 21, 2003
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Stephen Steinour
-6-
INDEX TO EXHIBITS
Number           Description
------           -----------
4.1              Articles of Organization of the Registrant, as amended, are
                 incorporated herein by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement on Form S-3 (File No.
                 33-85206)

4.2              Articles of Amendment to Articles of Organization of the
                 Registrant, filed on May 29, 1998, are incorporated herein by
                 reference to Exhibit 99.1 to the Registrant's Current Report on
                 Form 8-K, filed on June 3, 1998

4.3              Second Amended and Restated By-Laws of the Registrant are
                 incorporated herein by reference to Exhibit 3 to Registrant's
                 Quarterly Report on Form 10-Q for the fiscal quarter ended June
                 30, 2000

4.4              Amendment to Second Amended and Restated Bylaws of the
                 Registrant are incorporated herein by reference to Exhibit 3.4
                 to Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 2001

5.1              Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1             Consent of Hale and Dorr LLP (included in Exhibit 5)

23.1             Consent of Ernst & Young LLP, independent auditors

24.1             Power of attorney (included on the signature pages of this
                 registration statement)
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