<PAGE>

     As filed with the Securities and Exchange Commission on June 8, 2001

                                                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                           (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

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

                           2001 Stock Incentive Plan
                       1992 Employee Stock Purchase Plan
                           (Full Title of the Plans)

                                Brian T. Keane
                                  Keane, Inc.
                                Ten City Square
                               Boston, MA  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             Proposed
    Title of                                     Maximum              Maximum
 Securities to be       Amount to be        Offering Price Per       Aggregate          Amount of
   Registered            Registered               Share            Offering Price    Registration Fee
-------------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                    <C>               <C>
 Common
 Stock, $0.10        9,000,000 shares(1)       $19.405(2)          $174,645,000(2)        $43,661
 par value per
 share
===================================================================================================================
</TABLE>

(1)  Consists of 7,000,000 shares issuable under the Keane, Inc. 2001 Stock
     Incentive Plan and 2,000,000 shares issuable under the Keane, Inc. 1992
     Employee Stock Purchase Plan.

(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
     June 5, 2001.
<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. 2001 Stock Incentive Plan and the Keane, Inc.
1992 Employee Stock Purchase Plan covered by this registration statement
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 Keane, Inc. 2001 Stock Incentive Plan and the
Keane, Inc. 1992 Employee Stock Purchase Plan covered by this registration
statement pursuant to Rule 428(b)(1) of the Securities Act.

                                      -1-
<PAGE>

                                   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 statement 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.

     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
<PAGE>

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, as amended,
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, as amended,
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, as amended,
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 Company 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.

     Item 9. Undertakings.

     1.   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:

                                      II-2
<PAGE>

                    (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.   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.   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.

                                      II-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 7th day of June, 2001.

                                      KEANE, INC.

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

                                      II-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 L. Leahy and Hal
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                     June 7, 2001
---------------------------
Brian T. Keane                        Officer and Director
                                      (Principal Executive Officer)


/s/ John L. Leahy                     Senior Vice President-Finance                  June 7, 2001
---------------------------
John L. Leahy                         and Administration and Chief
                                      Financial Officer
                                      (Principal Financial and
                                      Accounting Officer)


/s/ John F. Keane, Sr.                Director                                       June 7, 2001
---------------------------
John F. Keane, Sr.



/s/ Philip J. Harkins                 Director                                       June 7, 2001
---------------------------
Philip J. Harkins



/s/ Winston R. Hindle, Jr.            Director                                       June 7, 2001
---------------------------
Winston R. Hindle, Jr.



                                      Director                                      ____ __, 2001
___________________________
John F. Keane, Jr.
</TABLE>

                                      II-5
<PAGE>

/s/ John F. Rockart               Director                June 7, 2001
---------------------------
John F. Rockart



                                  Director                ____ __, 2001
______________________
Robert A. Shafto

                                      II-6
<PAGE>

                               INDEX TO EXHIBITS

Number     Description
------     -----------

4.1        Article 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 May 29, 1998, are incorporated herein by reference to Exhibit
           99.1 to the Registrant's Current Report Form 8-K, filed June 3, 1998.

4.3        Second Amended and Restated By-Laws of the Registrant, filed on May
           29, 1998, are incorporated herein by reference to Exhibit 3 to the
           Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
           ended June 30, 2000.

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

23.1       Consent of Hale and Dorr LLP (included in Exhibit 5.1).

23.2       Consent of Ernst & Young LLP, independent auditors.

23.3       Consent of PricewaterhouseCoopers LLP, independent accountants.

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

                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18611}]
{"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": "333-62666", "film-number": "1657717"}, "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 June 8, 2001

                                                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                           (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

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

                           2001 Stock Incentive Plan
                       1992 Employee Stock Purchase Plan
                           (Full Title of the Plans)

                                Brian T. Keane
                                  Keane, Inc.
                                Ten City Square
                               Boston, MA  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             Proposed
    Title of                                     Maximum              Maximum
 Securities to be       Amount to be        Offering Price Per       Aggregate          Amount of
   Registered            Registered               Share            Offering Price    Registration Fee
-------------------------------------------------------------------------------------------------------------------
Common
 Stock, $0.10        9,000,000 shares(1)       $19.405(2)          $174,645,000(2)        $43,661
 par value per
 share
===================================================================================================================
(1)  Consists of 7,000,000 shares issuable under the Keane, Inc. 2001 Stock
     Incentive Plan and 2,000,000 shares issuable under the Keane, Inc. 1992
     Employee Stock Purchase Plan.

(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
     June 5, 2001.
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. 2001 Stock Incentive Plan and the Keane, Inc.
1992 Employee Stock Purchase Plan covered by this registration statement
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 Keane, Inc. 2001 Stock Incentive Plan and the
Keane, Inc. 1992 Employee Stock Purchase Plan covered by this registration
statement pursuant to Rule 428(b)(1) of the Securities Act.

                                      -1-
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 statement 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.

     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, as amended,
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, as amended,
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, as amended,
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 Company 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.

     Item 9. Undertakings.

     1.   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:

                                      II-2
(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.   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.   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.

                                      II-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 7th day of June, 2001.

                                      KEANE, INC.

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

                                      II-4
POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Keane, Inc. hereby
severally constitute and appoint Brian T. Keane, John L. Leahy and Hal
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                     June 7, 2001
---------------------------
Brian T. Keane                        Officer and Director
                                      (Principal Executive Officer)

/s/ John L. Leahy                     Senior Vice President-Finance                  June 7, 2001
---------------------------
John L. Leahy                         and Administration and Chief
                                      Financial Officer
                                      (Principal Financial and
                                      Accounting Officer)

/s/ John F. Keane, Sr.                Director                                       June 7, 2001
---------------------------
John F. Keane, Sr.

/s/ Philip J. Harkins                 Director                                       June 7, 2001
---------------------------
Philip J. Harkins

/s/ Winston R. Hindle, Jr.            Director                                       June 7, 2001
---------------------------
Winston R. Hindle, Jr.

                                      Director                                      ____ __, 2001
___________________________
John F. Keane, Jr.
II-5
/s/ John F. Rockart               Director                June 7, 2001
---------------------------
John F. Rockart

                                  Director                ____ __, 2001
______________________
Robert A. Shafto

                                      II-6
INDEX TO EXHIBITS

Number     Description
------     -----------

4.1        Article 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 May 29, 1998, are incorporated herein by reference to Exhibit
           99.1 to the Registrant's Current Report Form 8-K, filed June 3, 1998.

4.3        Second Amended and Restated By-Laws of the Registrant, filed on May
           29, 1998, are incorporated herein by reference to Exhibit 3 to the
           Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
           ended June 30, 2000.

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

23.1       Consent of Hale and Dorr LLP (included in Exhibit 5.1).

23.2       Consent of Ernst & Young LLP, independent auditors.

23.3       Consent of PricewaterhouseCoopers LLP, independent accountants.

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

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