Cra International, Inc. – IPO: ‘S-1/A’ on 4/3/98

As of:  Friday, 4/3/98   ·   Accession #:  950135-98-2210   ·   File #:  333-46941

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Charles River Associates Incorporated                 76    480K 
 2: EX-1.1      Underwriting Agreement                                53    195K 
 3: EX-3.2      Proposed Form of Amended and Restated Articles        27     87K 
 4: EX-3.4      Proposed Form of Amended and Restated By-Laws         17     66K 
 5: EX-4.1      Specimen Certificate for the Common Stock              2     11K 
 6: EX-10.1     1998 Stock Option Plan                                18     53K 
10: EX-10.10    Form of Selling Stockholder P.O.A.                    16     73K 
 7: EX-10.2     1998 Employee Stock Purchase Plan                      8     31K 
 8: EX-10.6     Office Lease Agreement                                79    257K 
 9: EX-10.8     Form of Consulting Agreement                           4     13K 
11: EX-23.1     Consent of Ernst & Young LLP                           1      6K 
12: EX-27.1     Financial Data Schedule                                2±     8K 

S-1/A   —   Charles River Associates Incorporated
Document Table of Contents

S-1/A
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998 

                                                      REGISTRATION NO. 333-46941

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------

AMENDMENT NO. 1 

TO

FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------------------------
CHARLES RIVER ASSOCIATES INCORPORATED 
(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                              
         MASSACHUSETTS                       8748                        04-2372210           
(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer Identification
        incorporation or          Classification Code Number)               No.)              
         organization)                                                                        

200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116 
(617) 425-3000
(Address, including zip code, and telephone number, including area code, of 
registrant's principal executive offices) 
------------------------------------

JAMES C. BURROWS
PRESIDENT AND CHIEF EXECUTIVE OFFICER 
CHARLES RIVER ASSOCIATES INCORPORATED 
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116 
(617) 425-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 
------------------------------------

Copies to:

                                                                [Download Table]
                                                                               
 PETER M. ROSENBLUM, ESQ.                            PATRICK J. RONDEAU, ESQ.  
   WILLIAM R. KOLB, ESQ.                                 HALE AND DORR LLP     
  FOLEY, HOAG & ELIOT LLP                                 60 STATE STREET      
  ONE POST OFFICE SQUARE                            BOSTON, MASSACHUSETTS 02109
BOSTON, MASSACHUSETTS 02109                               (617) 526-6000       
      (617) 832-1000                                                           

------------------------------------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.                
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, check the following box. [ ]                                              
 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [ ]  _______                      
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]  _______                                             
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]  _______                                             
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             

  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME     
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

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

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A           
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE     
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY    
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES  
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE         
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES 
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR  
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.   

SUBJECT TO COMPLETION, DATED APRIL 3, 1998

2,188,000 SHARES

[LOGO]                     CHARLES RIVER ASSOCIATES INCORPORATED                

COMMON STOCK
  Of the 2,188,000 shares of Common Stock offered hereby (the "Offering"),
1,562,500 shares are being sold by Charles River Associates Incorporated ("CRA" 
or the "Company") and 625,500 shares are being sold by the Selling Stockholders.
The Company will not receive any of the proceeds from the sale of shares by the 
Selling Stockholders. See "Principal and Selling Stockholders."                 

     Prior to the Offering, there has been no public market for the Common Stock
of the Company. It is currently estimated that the initial public offering price
of the Common Stock will be between $15.00 and $17.00 per share. See            
"Underwriting" for a discussion of the factors to be considered in determining  
the initial public offering price. The Company has applied to have the Common   
Stock approved for quotation on the Nasdaq National Market under the symbol     
"CRAI."                                                                         

     SEE "RISK FACTORS" COMMENCING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED 
HEREBY.                                                                         

----------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. 

                                                        [Enlarge/Download Table]

==============================================================================================================
                                                                                               Proceeds to    
                                      Price           Underwriting         Proceeds to           Selling      
                                    to Public         Discount (1)         Company (2)        Stockholders    
                                                                                                              
--------------------------------------------------------------------------------------------------------------
Per Share....................           $                   $                   $                   $         
Total (3)....................           $                   $                   $                   $         
==============================================================================================================

(1) See "Underwriting" for information concerning indemnification of the        
Underwriters and other matters.                                         
(2) Before deducting expenses payable by the Company, estimated at $900,000.    
(3) The Company and the Selling Stockholders have granted the Underwriters a    
  30-day option to purchase up to 328,200 additional shares of Common Stock,
  solely to cover over-allotments, if any. If the Underwriters exercise this
option in full, the Price to Public will total $           , the        
   Underwriting Discount will total $           , the Proceeds to Company will
total $           , and the Proceeds to Selling Stockholders will total 
$           . See "Underwriting."                                       

  The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them, and subject to their right to
reject any order in whole or in part. It is expected that delivery of the       
certificates representing such shares will be made against payment therefor at  
the office of NationsBanc Montgomery Securities LLC on or about            ,    
1998.                                                                           
----------------------------

NationsBanc Montgomery Securities LLC                    William Blair & Company
          , 1998

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CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT   
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH     
TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF COMMON STOCK TO COVER     
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION 
OF THESE ACTIVITIES, SEE "UNDERWRITING."                                        

  Charles River Associates Incorporated, Charles River Associates, CRA and
the CRA logo are federally registered trademarks of the Company. All rights are 
reserved. This Prospectus includes trademarks of companies other than the       
Company.                                                                        

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PROSPECTUS SUMMARY

     This following summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information, including "Risk Factors" and 
the Consolidated Financial Statements and Notes thereto, appearing elsewhere in 
this Prospectus. The terms "fiscal 1993," "fiscal 1994," "fiscal 1995," "fiscal 
1997" and "fiscal 1998" refer to the 52-week periods ended November 27, 1993,   
November 26, 1994, November 25, 1995, November 29, 1997 and November 28, 1998,  
respectively, and the term "fiscal 1996" refers to the 53-week period ended     
November 30, 1996. Unless otherwise indicated, all information in this          
Prospectus (i) reflects the amendment and restatement of the Company's articles 
of organization, (ii) reflects a 52-for-1 stock split to be effected in the form
of a dividend of 51 shares of Common Stock per share of Common Stock outstanding
before the closing of the Offering and (iii) assumes no exercise of the         
Underwriters' over-allotment option. See "Underwriting."                        

THE COMPANY 

     Charles River Associates Incorporated ("CRA" or the "Company") is a leading
economic and business consulting firm that applies advanced analytic techniques 
and in-depth industry knowledge to complex engagements for a broad range of     
clients. Founded in 1965, the Company provides original and authoritative advice
for clients involved in many high-stakes matters, such as multi-billion dollar  
mergers and acquisitions, new product introductions, major capital investment   
decisions, and complex litigation, the outcome of which often has significant   
implications or consequences for the parties involved. The Company offers two   
types of services: legal and regulatory consulting and business consulting.     
Through its legal and regulatory consulting practice, CRA provides law firms and
businesses involved in litigation and regulatory proceedings with expert advice 
on highly technical issues such as the competitive effects of mergers and       
acquisitions, damages calculations, measurement of market share and market      
concentration, liability analysis in securities fraud cases, and the impact of  
increased regulation. In addition, the Company uses its expertise in economics, 
finance and business analysis to offer clients business consulting services for 
strategic issues such as establishing pricing strategies, estimating market     
demand, valuing intellectual property and other assets, assessing competitors'  
actions, and analyzing new sources of supply. To complement its analytical      
expertise in advanced economic and financial methods, the Company offers its    
clients in-depth industry expertise in specific vertical markets, including     
chemicals, electric power and other energies, healthcare, materials,            
media/telecommunications, and transportation.                                   

The Company's services are provided by its highly credentialed and    
experienced staff of consultants. As of February 20, 1998, CRA employed 120     
full-time professional consultants, including 47 consultants with Ph.D.s and 26 
consultants with other advanced degrees, who have backgrounds in a wide range of
disciplines, including economics, business, corporate finance, materials        
sciences and engineering. Since maintaining its reputation is paramount and its 
engagements are typically complex, the Company is extremely selective in its    
hiring of consultants, recruiting individuals from leading universities,        
industry and government. Many of the Company's consultants are nationally       
recognized as experts in their respective fields, having published scholarly    
articles, lectured extensively and been quoted in the press. To enhance the     
expertise it provides to its clients, CRA maintains close working relationships 
with a select group of renowned academic and industry experts ("Outside         
Experts").                                                                      

 Through its offices in Boston, Massachusetts, Washington, D.C. and Palo
Alto, California, CRA has completed more than 2,500 engagements for clients,    
including major law firms, domestic and foreign corporations, federal, state and
local government agencies, governments of foreign countries, public and private 
utilities, and national and international trade associations. While the Company 
has particular expertise in certain vertical markets, the Company provides      
services to a diverse group of clients in a broad range of industries. During   
its last three fiscal years, the Company had over 1,200 engagements for clients 
that included 59 of the 100 largest U.S. law firms (ranked by The American      
Lawyer based on 1996 revenues) and 109 Fortune 500 companies (based on 1996     
revenues). During that period, the Company's clients included Cravath, Swaine & 
Moore; Ford Motor Company; Jones, Day, Reavis & Pogue; Procter & Gamble Company 

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Inc.; Skadden, Arps, Slate, Meagher & Flom LLP; and Time Warner Inc. No single  
client accounted for over 10% of the Company's revenues in fiscal 1997.         

The environment in which businesses operate is becoming increasingly  
complex due to the broader application of technology, the globalization of many 
industries and increased competition. This increasing complexity and the        
changing nature of the business environment are also forcing governments to     
adjust their regulatory strategies, resulting in more frequent and more complex 
litigation and increased interaction with government agencies. In response to   
these trends, companies are increasingly relying on sophisticated economic and  
financial analysis to solve complex problems and improve decision-making. As the
need for complex economic and financial analysis becomes more widespread, CRA   
believes that companies will increasingly turn to outside consultants for access
to specialized expertise, experience and prestige that are not available to them
internally.                                                                     

     CRA intends to capitalize on these industry trends and enhance its position
as a leading economic and business consulting firm by pursuing a multi-pronged  
growth strategy. Since its consultants are its most important asset, CRA will   
continue to aggressively recruit and retain high quality consultants. In        
addition, the Company will continue to expand its expertise by establishing     
relationships with additional Outside Experts. The Company also intends to      
expand its current client base by increasing marketing activities and expanding 
its current service offerings. Finally, the Company plans to pursue strategic   
acquisitions and alliances in order to gain access to additional consultants,   
new service offerings, additional industry expertise, a broader client base or  
an expanded geographic presence.                                                

 Officers and directors of the Company completed a management buy-out in
March 1995, resulting in a broad expansion of the Company's ownership           
principally from its three founders to all of its officers and directors at that
time. In order to align each officer's interest with the overall interests and  
profitability of CRA, the Company adopted, as part of the management buy-out, a 
policy requiring that each of its officers have an equity interest in CRA. As of
the date of this Prospectus, the Company's stock is broadly held among over 30  
officers and directors. In connection with the management buy-out, the Company  
refocused its efforts on improving profitability and expanding its areas of     
expertise and its client base. The Company's revenues and income from operations
have increased from $31.8 million and $2.5 million in fiscal 1995 to $44.8      
million and $4.7 million in fiscal 1997, respectively, representing compound    
annual growth rates of 18.6% and 37.8%, respectively.                           

The Company was incorporated in the Commonwealth of Massachusetts on  
February 19, 1965. The Company's principal executive offices are located at 200 
Clarendon Street, Boston, Massachusetts 02116 and its telephone number is (617) 
425-3000.                                                                       

THE OFFERING

                                                        [Enlarge/Download Table]
                                                                                                   
Common Stock offered by the Company......................... 1,562,500 shares                      
Common Stock offered by the Selling Stockholders............ 625,500 shares                        
Common Stock to be outstanding after the Offering........... 8,081,740 shares (1)                  
Use of proceeds............................................. Payment of dividends and general      
                                                             corporate purposes, including working 
                                                             capital and possible acquisitions. See
                                                             "Use of Proceeds."                    
Proposed Nasdaq National Market symbol...................... CRAI                                  

---------------                                                                 

(1) Excludes 970,000 shares of Common Stock reserved for issuance under the 1998
 Incentive and Nonqualified Stock Option Plan and 243,000 shares of Common
    Stock reserved for issuance under the 1998 Employee Stock Purchase Plan. See
"Management--Benefit Plans."                                            

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SUMMARY CONSOLIDATED FINANCIAL DATA 

(IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                         FISCAL YEAR ENDED                            
                              ------------------------------------------------------------------------
                              NOVEMBER 27,   NOVEMBER 26,   NOVEMBER 25,   NOVEMBER 30,   NOVEMBER 29,
                                  1993           1994           1995           1996           1997    
                              ------------   ------------   ------------   ------------   ------------
                                                                            (53 WEEKS)                
                                                                                                      
CONSOLIDATED STATEMENTS OF                                                                            
  OPERATIONS DATA:                                                                                    
Revenues....................      $25,937        $26,249        $31,839        $37,367        $44,805 
Costs of services...........       15,446         16,160         19,760         23,370         28,374 
Supplemental compensation                                                                             
  (1).......................           --             --          1,212          1,200          1,233 
                                 --------       --------       --------       --------       -------- 
Gross profit................       10,491         10,089         10,867         12,797         15,198 
Income from operations......        2,002          1,885          2,470          3,737          4,689 
Net income (2)..............      $ 1,848        $ 1,545        $ 2,414        $ 3,588        $ 4,967 
                                 ========       ========       ========       ========       ======== 
Basic and diluted net income                                                                          
  per share.................        $0.23          $0.19          $0.40          $0.59          $0.78 
                                   ======         ======         ======         ======         ====== 
Pro forma net income (3)....                                                                   $3,134 
                                                                                              ======= 
Pro forma net income per                                                                              
  share (3).................                                                                    $0.48 
                                                                                               ====== 
Weighted average number of                                                                            
  common shares outstanding                                                                           
  used in basic and diluted                                                                           
  net income per share......    7,902,752      7,935,512      5,987,384      6,091,384      6,355,873 
Weighted average number of                                                                            
  common shares outstanding                                                                           
  used in pro forma net                                                                               
  income per share (4)......                                                                6,505,873 


                                     QUARTER ENDED                                                    
                              ---------------------------                                             
                              FEBRUARY 21,   FEBRUARY 20,                                             
                                  1997           1998                                                 
                              ------------   ------------                                             

                                                                                                      
CONSOLIDATED STATEMENTS OF                                                                            
  OPERATIONS DATA:                                                                                    
Revenues....................       $9,648        $11,137                                              
Costs of services...........        6,106          6,486                                              
Supplemental compensation                                                                             
  (1).......................          280             --                                              
                                  -------       --------                                              
Gross profit................        3,262          4,651                                              
Income from operations......        1,128          1,897                                              
Net income (2)..............       $1,061        $ 1,875                                              
                                  =======       ========                                              
Basic and diluted net income                                                                          
  per share.................        $0.17          $0.29                                              
                                   ======         ======                                              
Pro forma net income (3)....                      $1,181                                              
                                                 =======                                              
Pro forma net income per                                                                              
  share (3).................                       $0.18                                              
                                                  ======                                              
Weighted average number of                                                                            
  common shares outstanding                                                                           
  used in basic and diluted                                                                           
  net income per share......    6,212,440      6,519,240                                              
Weighted average number of                                                                            
  common shares outstanding                                                                           
  used in pro forma net                                                                               
  income per share (4)......                   6,669,240                                              

                                                        [Enlarge/Download Table]

                                                                    FEBRUARY 20, 1998            
                                                        -----------------------------------------
                                                                                     PRO FORMA   
                                                        ACTUAL     PRO FORMA(5)    AS ADJUSTED(6)
                                                        -------    ------------    --------------
                                                                                                 
CONSOLIDATED BALANCE SHEET DATA:                                                                 
Working capital........................................ $ 9,558      $ 1,836          $22,700    
Total assets...........................................  23,828       17,325           38,189    
Total long-term debt...................................     773          773              773    
Total stockholders' equity.............................  10,522        2,800           23,664    

---------------                                                                 

(1) Represents discretionary payments of bonus compensation to officers and     
certain Outside Experts under a bonus program that will be discontinued 
 after fiscal 1997. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Overview" and Note 7 of Notes to   
Consolidated Financial Statements.                                      

(2) Since fiscal 1988, the Company has been taxed under subchapter S of the     
    Internal Revenue Code of 1986, as amended (the "Code"). As an S corporation,
the Company is not subject to federal and some state income taxes. The  
Company's S corporation status will terminate on the closing of the     
   Offering. See "S Corporation Distributions and Termination of S Corporation
Status."                                                                

(3) Pro forma net income and pro forma net income per share for fiscal 1997 and 
the quarter ended February 20, 1998 have been computed by adjusting net 
income, as reported, to record income tax expense that would have been  
    recorded had the Company been a C corporation during those periods, assuming
effective tax rates for the year ended November 29, 1997 and the quarter
  ended February 20, 1998 of 43% and 42%, respectively. See Note 11 of Notes
to Consolidated Financial Statements.                                   

(4) See Note 1 of Notes to Consolidated Financial Statements for a description  
of the computation of the number of shares used in the per share        
calculation.                                                            

(5) Pro forma balance sheet data has been adjusted to reflect (i) an increase in
  the Company's net deferred income tax liability, which increase would have
been approximately $1.2 million as of February 20, 1998, that will be   
recognized as a result of the termination of the Company's S corporation
status and (ii) the declaration and payment of the S Corporation        
 Distribution (as defined below), which would have been approximately $6.5
million as of February 20, 1998. The amounts of the increase in the net 
deferred income tax liability and the S Corporation Distribution will be
   revised based upon the results of operations and financial condition of the
Company between February 20, 1998 and the date of the closing of the    
Offering and may be significantly larger or smaller than the foregoing  
    amounts. See "Use of Proceeds," "S Corporation Distributions and Termination
of S Corporation Status" and Note 11 of Notes to Consolidated Financial 
Statements.                                                             

(6) Adjusted to reflect (i) the sale of the 1,562,500 shares of Common Stock    
    offered by the Company hereby at an assumed initial public offering price of
 $16.00 per share, after deducting the estimated underwriting discount and
    estimated offering expenses payable by the Company, (ii) the declaration and
payment of the Dividend (as defined below) of $2.4 million and (iii) the
  receipt of payments of $914,000 on notes receivable from stockholders. See
"Use of Proceeds" and "Capitalization."                                 

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RISK FACTORS
In addition to the other information contained in this Prospectus, the
following risk factors should be carefully considered in evaluating the Company 
and its business before purchasing any of the shares of Common Stock offered    
hereby. Certain of the statements contained in this section and elsewhere in    
this Prospectus that are not purely historical, such as statements regarding the
Company's expectations, beliefs, intentions, plans and strategies regarding the 
future, are forward-looking statements that involve risks, uncertainties and    
assumptions that could cause the Company's actual results to differ materially  
from those expressed in the forward-looking statements. Important factors that  
could cause or contribute to these differences include those discussed below, as
well as those discussed elsewhere in this Prospectus. All forward-looking       
statements are based on information available to the Company on the date hereof 
and the Company assumes no obligation to update any forward-looking statement.  
The cautionary statements made in this Prospectus should be read as being       
applicable to all related forward-looking statements wherever they appear in    
this Prospectus.                                                                
DEPENDENCE UPON KEY EMPLOYEES                                                   
   The Company's business consists primarily of the delivery of professional
services and, accordingly, its future success is highly dependent upon the      
efforts, abilities, business generation capabilities and project execution of   
its consultants. The Company's success is also dependent upon the managerial,   
operational and administrative skills of its officers, particularly James C.    
Burrows, the Company's President and Chief Executive Officer. Engagements       
generated primarily through the efforts of the Company's consultants accounted  
for approximately 79% of the Company's revenues in fiscal 1997, with            
approximately 33% of revenues generated primarily through the efforts of five of
the Company's consultants. The Company has no employment or non-competition     
agreement with any consultant and, accordingly, each consultant may terminate   
his or her relationship with the Company at will and without notice and         
immediately begin to compete with the Company. The loss of the services of any  
consultant or the failure of the Company's consultants to generate business or  
otherwise perform at or above historical levels could have a material adverse   
effect on the Company's business, financial condition and results of operations.
The Company intends to permit its key-person life insurance to lapse following  
the closing of the Offering. See "Business--Human Resources--Consultants" and   
"Management--Executive Officers and Directors."                                 
NEED TO ATTRACT QUALIFIED CONSULTANTS                                           
    The Company's business involves the delivery of sophisticated economic and
other consulting services which only highly qualified, highly educated          
consultants can provide. In order to meet its growth objectives, the Company    
will need to hire increasing numbers of highly qualified, highly educated       
consultants. The Company primarily hires as senior consultants individuals who  
have obtained a Ph.D. or master's degree in economics or a related discipline   
from a select group of universities. As a result, the number of potential       
employees that meet the Company's hiring criteria is relatively small, and the  
Company faces significant competition for these employees, from not only the    
Company's direct competitors but also academic institutions, government         
agencies, research firms, investment banking firms and other enterprises. Many  
of these competing employers are able to offer potential employees significantly
greater compensation and benefits or more attractive lifestyle choices, career  
paths or geographic locations than the Company. Moreover, increasing competition
for these consultants may also result in significant increases in the Company's 
labor costs, which could have a material adverse effect on the Company's margins
and results of operations. The failure to recruit and retain a significant      
number of qualified consultants could have a material adverse effect on the     
Company's business, financial condition and results of operations. See          
"Business--Human Resources--Consultants."                                       
MAINTENANCE OF PROFESSIONAL REPUTATION                                          
The Company's ability to secure new engagements and hire qualified    
consultants is highly dependent upon the Company's overall reputation as well as
the individual reputations of its consultants and principal Outside Experts.    
Because the Company obtains a majority of its new engagements from existing     
clients,                                                                        

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including both businesses and law firms, or from referrals by those clients, the
dissatisfaction of any such client with the Company's performance on a single   
matter could have a disproportionately large adverse impact on the Company's    
ability to secure new engagements. Any factor that diminishes the reputation of 
the Company or any of its personnel or Outside Experts, including poor          
performance, could make it substantially more difficult for the Company to      
compete successfully for both new engagements and qualified consultants and     
could therefore have a material adverse effect on the Company's business,       
financial condition and results of operations. See "Business--Competitive       
Strengths."                                                                     
FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS                                 
  The Company has experienced, and may continue to experience, significant
period-to-period fluctuations in revenues and results of operations. The        
Company's results of operations in any quarter can fluctuate depending upon,    
among other things, the number of weeks in the quarter, the number and scope of 
ongoing client engagements, the commencement, postponement and termination of   
engagements in the quarter, the mix of revenue, the extent of discounting or    
cost overruns, employee hiring, the ability to reassign consultants efficiently 
from one engagement to the next, severe weather conditions and other factors    
affecting employee productivity. Because the Company generates substantially all
of its revenues from consulting services provided on an hourly-fee basis, the   
Company's revenues in any period are directly related to the number of its      
consultants, their billing rates and the number of billable hours worked during 
that period. The Company's ability to increase any of these factors in the short
term is limited and, accordingly, the Company may be unable to compensate for   
periods of underutilization during one part of a fiscal period by augmenting    
revenues during another part of that period. In addition, the Company intends to
hire additional consultants who may not be fully utilized immediately,          
particularly in the quarter in which the consultants are hired. Moreover, a     
significant majority of the Company's operating expenses, primarily rent and the
base salaries of the Company's consultants, are fixed in the short term, and as 
a result the failure of revenues to meet the Company's projections in any       
quarter could have a disproportionate adverse effect on the Company's net       
income. For these reasons, the Company believes that its historical results of  
operations should not be relied upon as an indication of future performance. If 
the Company's revenues or net income in a quarter fall below the expectations of
securities analysts or investors, the market price of the Common Stock could be 
materially adversely affected. See "Management's Discussion and Analysis of     
Financial Condition and Results of Operations--Overview" and "--Quarterly       
Results of Operations."                                                         
DEPENDENCE UPON OUTSIDE EXPERTS                                                 
     The Company's future success depends upon the continuation of the Company's
existing relationships with four principal Outside Experts. Engagements         
generated primarily through the efforts of these four Outside Experts accounted 
for approximately 18% of the Company's revenues in fiscal 1997. The Company     
believes that these Outside Experts are highly regarded in their respective     
fields and that each offers a combination of knowledge, experience and expertise
that would be very difficult to replace. The Company's ability to compete       
successfully for certain engagements in the past has derived in substantial part
from its ability to offer the services of these Outside Experts to potential    
clients. In general, these Outside Experts may limit their relationships with   
the Company at any time for any reason, including, among other things,          
affiliations with universities whose policies prohibit accepting certain        
engagements, the pursuit of other interests and retirement. Each of these       
Outside Experts is a party to an agreement with the Company that restricts his  
right to compete with the Company. The limitation or termination of any of their
relationships with the Company or competition from any of them following the    
termination of their respective agreements with the Company could have a        
material adverse effect on the Company's business, financial condition and      
results of operations. See "Business--Human Resources."                         
     In order to meet the Company's growth objectives, the Company believes that
it will be necessary to establish ongoing relationships with additional Outside 
Experts having established reputations as leading experts in their fields. There
can be no assurance that the Company will be successful in establishing         
relationships with any additional Outside Experts or that any such relationship 
would enable the Company to meet its objectives or generate anticipated revenues
or earnings, if any.                                                            

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MANAGEMENT OF GROWTH                                                            
The Company has recently experienced and may continue to experience   
significant growth in its revenues and employee base. This growth has resulted, 
and any future growth would continue to result, in new and increased management,
consulting and training responsibilities for the Company's consultants as well  
as increased demands on the Company's internal systems, procedures and controls,
and its managerial, administrative, financial, marketing and other resources.   
These new responsibilities and demands may adversely affect the overall quality 
of the Company's work. No member of the Company's management team has experience
in managing a public company. Moreover, the Company may open offices in new     
geographic locations, which would entail certain start-up and maintenance costs 
that could be substantial. The failure of the Company to continue to improve its
internal systems, procedures and controls, to attract, train, motivate,         
supervise and retain additional professional, managerial, administrative,       
financial, marketing and other personnel, or otherwise to manage growth         
successfully could have a material adverse effect on the Company's business,    
financial condition and results of operations. See "Business--Growth Strategy." 
CONCENTRATION OF REVENUES; DEPENDENCE ON LIMITED NUMBER OF LARGE ENGAGEMENTS    
   As an economic and business consulting firm, the Company has derived, and
expects to continue to derive, a significant portion of its revenues from a     
limited number of large engagements. The Company estimates that, in each of the 
last three fiscal years, it has had an average of approximately 260 engagements 
generating over $10,000 in revenues. The Company's 10 largest engagements       
accounted for approximately 37%, 28% and 23% of the Company's revenues in fiscal
1995, fiscal 1996 and fiscal 1997, respectively, and the Company's 10 largest   
clients accounted for approximately 46%, 42% and 29% of the Company's revenues  
in those years, respectively. One client accounted for approximately 11% of the 
Company's revenues in fiscal 1995. The volume of work performed for any         
particular client is likely to vary from year to year and a major client in one 
year may decide not to use the Company's services in any subsequent year.       
Accordingly, the failure to obtain anticipated numbers of new large engagements 
could have a material adverse effect on the Company's business, financial       
condition and results of operations.                                            
TERMINATION OF ENGAGEMENTS                                                      
Engagements generally depend upon the initiation and continuation of  
disputes, proceedings or transactions involving the Company's clients, who may  
at any time decide to seek to resolve the dispute or proceeding or abandon the  
transaction. Engagements can therefore terminate suddenly and without prior     
notice to the Company. Clients typically incur no penalty for terminating an    
engagement. The unexpected termination of an engagement could result in the     
underutilization of the consultants working on the engagement until they are    
assigned to other projects. Accordingly, the termination or significant         
reduction in the scope of a single large engagement could have a material       
adverse effect on the Company's business, financial condition and results of    
operations.                                                                     
POTENTIAL CONFLICTS OF INTERESTS                                                
    The Company provides its services primarily in connection with significant
or complex transactions, disputes or other matters that are usually adversarial 
or that involve sensitive client information. The Company's engagement by a     
client frequently precludes the Company from accepting engagements with the     
client's competitors or adversaries because of direct or indirect conflicts     
between their interests or positions on disputed issues, clients' expectations  
of loyalty or other reasons. Accordingly, the number of both potential clients  
and potential engagements is limited. Moreover, in many of the industries in    
which the Company provides consulting services, and in the telecommunications   
industry in particular, there has been a continuing trend toward business       
consolidations and strategic alliances. These consolidations and alliances      
reduce the number of potential clients for the Company's services and increase  
the likelihood that the Company will be unable to continue certain ongoing      
engagements or accept certain new engagements as a result of conflicts of       
interests. Any such result could have a material adverse effect on the Company's
business, financial condition and results of operations. See "Business--Clients"
and "--Marketing."                                                              

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DEPENDENCE UPON ANTITRUST AND MERGERS AND ACQUISITIONS CONSULTING BUSINESS      
In fiscal 1995, fiscal 1996 and fiscal 1997, the Company derived      
approximately 28%, 36% and 35%, respectively, of its revenues from engagements  
in the Company's antitrust and mergers and acquisitions practice areas.         
Substantially all of these revenues are derived from engagements relating to    
enforcement of United States antitrust laws. Changes in the federal antitrust   
laws, changes in judicial interpretations of these laws or less vigorous        
enforcement of these laws by the United States Department of Justice (the "DOJ")
and the United States Federal Trade Commission (the "FTC") as a result of       
changes in political appointments or priorities or for other reasons could      
substantially reduce the number, duration or size of engagements available to   
the Company in this area. In addition, adverse changes in general economic      
conditions, particularly conditions influencing the merger and acquisition      
activity of larger companies, could also have an impact on engagements in which 
the Company assists clients in proceedings before the DOJ and the FTC in        
connection with proposed mergers and acquisitions. Any substantial reduction in 
the number of the Company's antitrust and mergers and acquisitions consulting   
engagements could have a material adverse effect on its business, financial     
condition and results of operations. See "Business--Areas of                    
Practice--Antitrust" and "--Mergers and Acquisitions."                          
INTENSE COMPETITION                                                             
The market for economic and business consulting services is intensely 
competitive, highly fragmented and subject to rapid change. In general, the     
barriers to entry into the Company's markets are few and the Company expects to 
face additional competition from new entrants into the economic and business    
consulting industries. Many of the Company's competitors have national and      
international reputations as well as significantly greater personnel, financial,
managerial, technical and marketing resources than the Company. Certain of the  
Company's competitors also have a significantly broader geographic presence than
the Company. There can be no assurance that the Company will compete            
successfully with its existing competitors or with any new competitors. See     
"Business--Competition."                                                        
RISKS RELATED TO POSSIBLE ACQUISITIONS                                          
  An element of the Company's strategy is to expand its operations through
the acquisition of complementary businesses or consulting practices. The Company
has never acquired another business, and there can be no assurance that the     
Company will be able to identify, acquire, successfully integrate into the      
Company or profitably manage any businesses without substantial expense, delay  
or other operational or financial problems. Moreover, there is competition for  
acquisition opportunities in the economic and business consulting industries,   
which could result in an increase in the price of acquisition targets and a     
decrease in the number of attractive companies available for acquisition. There 
can be no assurance that the financial, operational and other anticipated       
benefits of any acquisition will be achieved. Further, acquisitions may involve 
a number of special risks, including adverse short-term effects on the Company's
results of operations, diversion of management's time, attention and resources, 
failure to retain key acquired personnel, increased costs to improve or         
coordinate managerial, operational, financial and administrative systems,       
dilutive issuances of equity securities, the incurrence of debt, legal          
liabilities, amortization of acquired intangible assets, difficulties in        
integrating diverse corporate cultures, client dissatisfaction or performance   
problems at the acquired business, additional conflicts of interests, and       
unanticipated events or circumstances. The occurrence of any of these events    
could have a material adverse effect on the Company's business, financial       
condition and results of operations. The Company does not have any binding      
agreement or other commitment to acquire any business at this time. See         
"Business--Growth Strategy."                                                    
RISKS RELATED TO ENTRY INTO NEW LINES OF BUSINESS                               
   An element of the Company's growth strategy is to continue to develop new
practice areas and complementary lines of business. For example, in June 1997,  
the Company established and purchased a controlling interest in NeuCo LLC       
("NeuCo"), which provides applications consulting services and a family of      
neural network software solutions and complementary applications for            
fossil-fired electric utilities. To date, NeuCo has not been profitable, and    
there can be no assurance that it will become profitable. The development       

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by the Company of new practice areas or lines of business outside its core      
economic and business consulting services carries inherent risks, including     
risks associated with inexperience and competition from mature participants in  
those markets. The Company's inexperience may result in costly decisions that   
could have a material adverse effect on the Company's business, financial       
condition and results of operations. There can be no assurance that the         
Company's attempts to develop NeuCo or any other new practice area or line of   
business will be successful. See "Business--Growth Strategy" and "--New         
Opportunities."                                                                 
PROFESSIONAL LIABILITY                                                          
   The Company's services typically involve difficult analytical assignments
and carry risks of professional and other liability. Many of the Company's      
engagements involve matters that, if not successfully resolved in the client's  
favor, could have a severe impact on the client's business, cause the client to 
lose significant sums of money or prevent the client from pursuing desirable    
business opportunities. Accordingly, the failure of the Company to perform to a 
client's satisfaction could induce the client to commence or threaten litigation
in order to recover damages or to reduce or eliminate its obligation to pay the 
Company's fees, or both. Litigation against the Company alleging that the       
Company performed negligently or otherwise breached its obligations to the      
client could expose the Company to significant liabilities and tarnish its      
reputation, either of which could have a material adverse effect on the         
Company's business, financial condition and results of operations.              
BROAD MANAGEMENT DISCRETION IN USE OF PROCEEDS                                  

The net proceeds to the Company from the Offering are estimated to be 
approximately $22.4 million (approximately $25.8 million if the Underwriters'   
over-allotment option is exercised in full), assuming an initial public offering
price of $16.00 per share. The Company intends to use approximately $20.0       
million, or 89.3%, of the total net proceeds from the Offering (approximately   
$23.4 million, or 90.7%, if the Underwriters' over-allotment option is exercised
in full), for working capital and general corporate purposes, including         
potential acquisitions. Accordingly, the Company will have broad discretion with
respect to the use of the net proceeds of the Offering. Purchasers of Common    
Stock in the Offering will not have the opportunity to evaluate the economic,   
financial or other information that the Company will use to determine the       
application of such proceeds. See "Use of Proceeds."                            

DISTRIBUTIONS TO CURRENT STOCKHOLDERS; TERMINATION OF S CORPORATION STATUS      

In connection with the termination of the Company's status as an S    
corporation under the Internal Revenue Code of 1986, as amended (the "Code"),   
the Company intends to pay a dividend equal to the amount of the Company's      
aggregate undistributed taxable earnings up to the date of the closing of the   
Offering (the "S Corporation Distribution"). As of February 20, 1998, the       
Company's aggregate undistributed taxable earnings were approximately $6.5      
million. The Company also intends to pay an additional dividend of $2.4 million 
(the "Dividend") out of the proceeds of the Offering. Purchasers of Common Stock
in the Offering will not receive any portion of the S Corporation Distribution  
or the Dividend. In addition, as a result of the termination of the Company's   
status as an S corporation, the Company will recognize an increase in its net   
deferred income tax liability, which increase would have been approximately $1.2
million as of February 20, 1998, that will reduce the Company's net income in   
the period in which the Offering is consummated by an amount equal to the       
increase in the net deferred income tax liability. The amounts of the S         
Corporation Distribution and the increase in the net deferred income tax        
liability will be revised based upon the results of operations and financial    
condition of the Company between February 20, 1998 and the date of the closing  
of the Offering and may be significantly larger or smaller than the foregoing   
amounts. See "Use of Proceeds" and "S Corporation Distributions and Termination 
of S Corporation Status."                                                       

POSSIBLE VOLATILITY OF STOCK PRICE                                              

  Many factors may cause the market price of the Common Stock to fluctuate
significantly, including factors such as variations in the Company's quarterly  
results of operations, the hiring or departure of key personnel or Outside      
Experts, changes in the professional reputation of the Company, the introduction
of new services of the Company, its competitors or third parties, acquisitions  
or strategic alliances by the Company,                                          

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its competitors or third parties, changes in accounting principles, changes in  
estimates of the performance of the Company or recommendations by securities    
analysts, and market conditions in the industry and the economy as a whole. In  
addition, the stock market in general has recently experienced extreme price and
volume fluctuations, which are often unrelated to the operating performance of  
particular companies. These broad market fluctuations may also adversely affect 
the market price of the Common Stock offered hereby. Following periods of       
volatility in the market price of a company's securities, securities class      
action litigation has often been instituted against the company. Any such       
litigation against CRA could result in substantial costs and the diversion of   
the time and attention of management and other resources, which could have a    
material adverse effect on the Company's business, financial condition and      
results of operations.                                                          
SHARES ELIGIBLE FOR FUTURE SALE; POSSIBLE ADVERSE EFFECT ON MARKET PRICE        

Sales of a substantial number of shares of Common Stock in the public 
market could materially adversely affect the market price of the Common Stock   
and could impair the Company's ability to raise capital through a sale of its   
equity securities. Following the closing of the Offering, there will be         
8,081,740 shares of Common Stock outstanding, of which the 2,188,000 shares of  
Common Stock offered hereby will generally be freely tradable in the public     
market. Upon the expiration of "lock-up" agreements between the existing        
stockholders of the Company and the Representatives of the Underwriters 180 days
after the date of this Prospectus (or earlier with the consent of NationsBanc   
Montgomery Securities LLC in certain cases), approximately 3,081,630 of the     
remaining shares of outstanding Common Stock will be eligible for immediate sale
in the public market under Rule 144(k) and approximately an additional 2,447,880
shares will be eligible for immediate sale subject to the volume and other      
restrictions of Rule 144. In addition to the foregoing lock-up agreements, each 
existing stockholder of the Company has agreed that he or she will not sell or  
otherwise transfer any shares of Common Stock acquired by him or her prior to   
the Offering without the consent of the Board of Directors for a period of two  
years after the Offering, except in a public offering, and will transfer only   
limited portions of such shares in subsequent years. The Board of Directors may 
release any stockholder from the restrictions imposed by the Company at any     
time. Immediately after the closing of the Offering, the Company intends to     
register on Forms S-8 1,213,000 shares of Common Stock reserved for issuance    
under the Company's stock option and stock purchase plans, which would permit   
the immediate resale in the public market of any shares of Common Stock issued  
pursuant to such plans. See "Management--Benefit Plans," "Certain               
Transactions--Stock Restriction Agreement," "Shares Eligible for Future Sale"   
and "Underwriting."                                                             

ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS, BY-LAWS AND MASSACHUSETTS LAW       
  The Company's Amended and Restated Articles of Organization, its Amended
and Restated By-Laws and Massachusetts law contain provisions that could be     
deemed to have anti-takeover effects and that could discourage, delay or prevent
a change in control of the Company or an acquisition of the Company at a price  
which many stockholders may find attractive. These provisions may also          
discourage proxy contests and make it more difficult for stockholders of the    
Company to effect certain corporate actions, including the election of          
directors. The existence of these provisions could limit the price that         
investors might be willing to pay in the future for shares of Common Stock. See 
"Description of Capital Stock--Anti-Takeover Effects of the Company's Amended   
and Restated Articles of Organization and Amended and Restated By-Laws and of   
Massachusetts Law."                                                             
DILUTION                                                                        
Purchasers in the Offering will experience immediate and substantial  
dilution in the net tangible book value per share of the Common Stock. See      
"Dilution."                                                                     
NO DIVIDENDS                                                                    
Other than the S Corporation Distribution, the Dividend and the 1997  
Distribution (as defined below), the Company does not intend to declare or pay  
cash dividends on the Common Stock in the foreseeable future. Following the     
closing of the Offering, the Company intends to retain all earnings for the     
development of its business. See "Dividend Policy."                             

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USE OF PROCEEDS 
  The net proceeds to the Company from the sale of the 1,562,500 shares of
Common Stock offered by the Company hereby, after deducting the estimated       
underwriting discount and estimated offering expenses payable by the Company,   
are estimated to be approximately $22.4 million (approximately $25.8 million if 
the Underwriters' over-allotment option is exercised in full), assuming an      
initial public offering price of $16.00 per share.                              

    The Company intends to use a portion of its net proceeds from the Offering
to pay the Dividend in the amount of $2.4 million. The Company intends to use   
its remaining net proceeds for general corporate purposes, including working    
capital and possible acquisitions of and investments in complementary           
businesses, and accordingly, the Company will have broad discretion in the      
application of such net proceeds. The Company is not currently involved in      
negotiations with respect to, and has no agreement or understanding regarding,  
any such acquisition or investment. Pending these uses, the Company intends to  
invest its net proceeds from the Offering in investment-grade, short-term,      
interest-bearing instruments. The Company will not receive any proceeds from the
sale of shares of Common Stock by the Selling Stockholders. See "Risk           
Factors--Broad Management Discretion in Use of Proceeds."                       

S CORPORATION DISTRIBUTIONS AND TERMINATION OF S CORPORATION STATUS 
 Since fiscal 1988, the Company has been treated for federal and certain
state income tax purposes as an S corporation under the Code. As a result, the  
Company's stockholders, rather than the Company, have been and are required to  
pay federal and certain state income taxes based on the Company's taxable       
earnings, whether or not these amounts have been distributed to the Company's   
stockholders. The Company has made periodic distributions to its stockholders in
amounts equal to the stockholders' estimated aggregate tax liabilities          
associated with the Company's taxable earnings, as well as other dividend       
distributions. The Company made distributions to its stockholders of            
approximately $1.5 million and $1.6 million based on the Company's results of   
operations in fiscal 1995 and fiscal 1996, respectively. The Company has        
declared a distribution of approximately $1.8 million with respect to the       
Company's taxable earnings in fiscal 1997 (the "1997 Distribution"),            
substantially all of which was paid in December 1997. The Company expects that  
the remainder of the 1997 Distribution will be paid on or before April 15, 1998 
and will not be paid from the Company's net proceeds from the Offering.         
Purchasers of Common Stock in the Offering will not receive any portion of the  
1997 Distribution.                                                              

The Company has declared the S Corporation Distribution payable to its
stockholders of record as of the close of business on April 9, 1998 in an amount
equal to the Company's aggregate undistributed taxable earnings up to the date  
of the closing of the Offering. The S Corporation Distribution will be paid     
before and after the closing of the Offering from available cash balances.      
Purchasers of Common Stock in the Offering will not receive any portion of the S
Corporation Distribution.                                                       

Following the closing of the Offering, the Company will be subject to 
corporate income taxation as a C corporation under the Code and will be required
to change its method of accounting for tax purposes from the cash method to the 
accrual method. In accordance with Statement of Financial Accounting Standards  
No. 109, "Accounting for Income Taxes," the termination of the Company's S      
corporation status will increase its net deferred income tax liability for      
financial reporting purposes, which increase would have been approximately $1.2 
million as of February 20, 1998. The amount of the increase in the net deferred 
income tax liability will be revised based upon the results of operations and   
financial condition of the Company between February 20, 1998 and the date of the
closing of the Offering and may be significantly larger or smaller than the     
foregoing amount. This increase in the net deferred income tax liability will be
in addition to income tax expense otherwise incurred in the quarter in which    
such termination occurs. See Note 11 of Notes to Consolidated Financial         
Statements.                                                                     

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DIVIDEND POLICY 

Since fiscal 1988, the Company has made periodic distributions to its 
stockholders in amounts equal to the stockholders' aggregate tax liabilities    
associated with the Company's taxable earnings attributable to them, as well as 
other dividend distributions. Except with respect to the S Corporation          
Distribution, the Dividend and the remaining portion of the 1997 Distribution,  
the Company currently intends to retain any future earnings to finance          
operations and therefore does not anticipate paying any cash dividends in the   
foreseeable future. In addition, the terms of the Company's bank line of credit 
place certain restrictions on the Company's ability to pay cash dividends on its
Common Stock.                                                                   

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CAPITALIZATION

The following table sets forth the capitalization of the Company as of
February 20, 1998: (i) on an actual basis; (ii) on a pro forma basis, giving    
effect to the declaration and payment of a dividend of $6.5 million (the amount 
the S Corporation Distribution would have been as of February 20, 1998), and an 
increase of $1.2 million in the Company's net deferred income tax liability     
resulting from the termination of the Company's S corporation status (the amount
by which the Company's net deferred income tax liability would have increased   
had the Company terminated its S corporation status on February 20, 1998); and  
(iii) on a pro forma basis, as adjusted to reflect the sale of the 1,562,500    
shares of Common Stock offered by the Company hereby at an assumed initial      
public offering price of $16.00 per share, after deducting the estimated        
underwriting discount of $1,750,000 and estimated offering expenses payable by  
the Company of $900,000, the declaration and payment of the Dividend of $2.4    
million and the receipt of payments of $914,000 on notes receivable from        
stockholders. See "Use of Proceeds," "S Corporation Distributions and           
Termination of S Corporation Status" and "Description of Capital Stock." This   
information should be read in conjunction with the Company's Consolidated       
Financial Statements and the Notes thereto appearing elsewhere in this          
Prospectus.                                                                     

                                                        [Enlarge/Download Table]

                                                                      FEBRUARY 20, 1998        
                                                              ---------------------------------
                                                                                     PRO FORMA 
                                                              ACTUAL    PRO FORMA   AS ADJUSTED
                                                              -------   ---------   -----------
                                                                       (IN THOUSANDS)          
                                                                                               
Current portions of notes payable to former stockholders                                       
  and capital lease obligations(1)..........................  $   323    $   323      $   323  
                                                              =======    =======      =======  
Notes payable to former stockholders and capital lease                                         
  obligations, net of current portions(1)...................  $   773    $   773      $   773  
Stockholders' equity:                                                                          
  Preferred Stock, without par value; none authorized or                                       
     outstanding, actual; 1,000,000 shares authorized and                                      
     none outstanding, pro forma and pro forma as                                              
     adjusted...............................................       --         --           --  
  Common Stock, without par value; 25,000,000 shares                                           
     authorized and 6,519,240 shares outstanding, actual and                                   
     pro forma; 25,000,000 shares authorized and 8,081,740                                     
     shares outstanding, pro forma as adjusted(2)...........    1,977      1,977       23,850  
  Retained earnings.........................................    9,645      1,923           --  
  Less:                                                                                        
     Notes receivable from stockholders(3)..................   (1,100)    (1,100)        (186) 
                                                              -------    -------      -------  
       Total stockholders' equity...........................   10,522      2,800       23,664  
                                                              -------    -------      -------  
          Total capitalization..............................  $11,295    $ 3,573      $24,437  
                                                              =======    =======      =======  

---------------                                                                 

(1) See Notes 4 and 8 of Notes to Consolidated Financial Statements.            

(2) Excludes 970,000 shares of Common Stock reserved for issuance under the 1998
 Incentive and Nonqualified Stock Option Plan and 243,000 shares of Common
    Stock reserved for issuance under the 1998 Employee Stock Purchase Plan. See
"Management--Benefit Plans."                                            

(3) See Note 9 of Notes to Consolidated Financial Statements.                   

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    DILUTION

 The pro forma net tangible book value of the Company as of February 20,
1998, was $2,741,000, or $0.42 per share of Common Stock. Pro forma net tangible
book value per share represents the amount of the Company's total tangible      
assets less its total liabilities, after giving effect to the declaration and   
payment of the estimated S Corporation Distribution and the estimated increase  
in its net deferred income tax liability resulting from the termination of the  
Company's S corporation status, divided by the total number of shares of Common 
Stock outstanding. After giving effect to (i) the sale of the 1,562,500 shares  
of Common Stock offered by the Company hereby at an assumed initial public      
offering price of $16.00 per share and after deducting the estimated            
underwriting discount and estimated offering expenses payable by the Company,   
(ii) the declaration and payment of the Dividend and (iii) the receipt of       
payments of $914,000 on notes receivable from stockholders, the adjusted pro    
forma net tangible book value of the Company as of February 20, 1998 would have 
been $23,605,000, or $2.92 per share of Common Stock. This represents an        
immediate increase in pro forma net tangible book value of $2.50 per share to   
existing stockholders and an immediate dilution in pro forma net tangible book  
value of $13.08 per share to purchasers of Common Stock in the Offering. The    
following table illustrates the dilution in pro forma net tangible book value   
per share to new investors:                                                     

                                                                [Download Table]
                                                                            
Assumed initial public offering price per share.............          $16.00
  Pro forma net tangible book value per share as of February  $0.42         
     20, 1998...............................................                
  Increase per share attributable to new investors..........   2.50         
                                                              -----         
Adjusted pro forma net tangible book value per share after              2.92
  the Offering..............................................                
                                                                      ------
Dilution per share to new investors.........................          $13.08
                                                                      ======

 The following table summarizes, on a pro forma basis as of February 20,
1998, the number of shares of Common Stock purchased from the Company, the total
consideration paid and the average price per share paid by existing stockholders
and new investors, assuming an initial public offering price of $16.00 per      
share, before deducting the estimated underwriting discount and estimated       
offering expenses payable by the Company:                                       

                                                        [Enlarge/Download Table]

                                            SHARES PURCHASED     TOTAL CONSIDERATION     AVERAGE 
                                          --------------------  ---------------------     PRICE  
                                           NUMBER      PERCENT    AMOUNT      PERCENT   PER SHARE
                                          ---------    -------  -----------   -------   ---------
                                                                                                 
Existing stockholders.................... 6,519,240      80.7%  $ 1,977,000(1)    7.3%   $ 0.30  
New investors............................ 1,562,500      19.3    25,000,000     92.7     $16.00  
                                          ---------     -----   -----------    -----             
     Total............................... 8,081,740     100.0%  $26,977,000    100.0%            
                                          =========     =====   ===========    =====             

---------------                                                                 

(1) Includes notes receivable from stockholders in the amount of $1.2 million,  
of which $914,000 will be paid in connection with the closing of the    
Offering. See Note 9 of Notes to Consolidated Financial Statements.     

     The net effect of sales by the Selling Stockholders in the Offering will be
to reduce the number of shares held by existing stockholders to 5,893,740 or    
72.9% of the total number of shares Common Stock to be outstanding after the    
Offering (5,799,915 or 69.7% if the Underwriters' over-allotment option is      
exercised in full) and to increase the number of shares held by new investors to
2,188,000 or 27.1% of the total number of shares of Common Stock to be          
outstanding after the Offering (2,516,200 or 30.3% if the Underwriters'         
overallotment option is exercised in full). See "Principal and Selling          
Stockholders."                                                                  

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SELECTED CONSOLIDATED FINANCIAL DATA

(IN THOUSANDS, EXCEPT SHARE DATA) 

 The following selected consolidated financial data of the Company as of
November 30, 1996 and November 29, 1997 and for each of the fiscal years in the 
three-year period ended November 29, 1997 have been derived from the            
consolidated financial statements of the Company included elsewhere in this     
Prospectus, which have been audited by Ernst & Young LLP, independent auditors. 
The following selected consolidated financial data of the Company as of November
27, 1993, November 26, 1994 and November 25, 1995 and for the fiscal years ended
November 27, 1993 and November 26, 1994 have been derived from consolidated     
financial statements of the Company not included in this Prospectus, which have 
also been audited by Ernst & Young LLP. The selected consolidated financial data
as of February 20, 1998 and for the quarters ended February 20, 1998 and        
February 21, 1997 have been derived from the unaudited consolidated financial   
statements of the Company. The unaudited consolidated financial statements have 
been prepared on the same basis as the audited financial statements and, in the 
opinion of management of the Company, include all adjustments, consisting only  
of normal recurring adjustments, necessary for a fair presentation of the       
information set forth therein. The results of operations for the quarter ended  
February 20, 1998 are not necessarily indicative of future operating results.   
The selected consolidated financial data should be read in conjunction with     
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and the Company's Consolidated Financial Statements and Notes       
thereto included elsewhere in this Prospectus.                                  

                                                        [Enlarge/Download Table]

                                                              FISCAL YEAR ENDED                            QUARTER ENDED     
                                          ----------------------------------------------------------   --------------------- 
                                          NOV. 27,    NOV. 26,    NOV. 25,     NOV. 30,    NOV. 29,    FEB. 21,    FEB. 20,  
                                            1993        1994        1995         1996        1997        1997        1998    
                                          ---------   ---------   ---------   ----------   ---------   ---------   --------- 
                                                                              (53 WEEKS)                                     
                                                                                                                             
CONSOLIDATED STATEMENTS OF OPERATIONS                                                                                        
  DATA:                                                                                                                      
Revenues.................................   $25,937     $26,249     $31,839     $37,367      $44,805      $9,648     $11,137 
Costs of services........................    15,446      16,160      19,760      23,370       28,374       6,106       6,486 
Supplemental compensation(1).............        --          --       1,212       1,200        1,233         280          -- 
                                            -------     -------     -------     -------      -------      ------     ------- 
Gross profit.............................    10,491      10,089      10,867      12,797       15,198       3,262       4,651 
General and administrative...............     8,489       8,204       8,397       9,060       10,509       2,134       2,754 
                                            -------     -------     -------     -------      -------      ------     ------- 
Income from operations...................     2,002       1,885       2,470       3,737        4,689       1,128       1,897 
Interest income, net.....................        16         106         118         124          302           9          46 
                                            -------     -------     -------     -------      -------      ------     ------- 
Income before provision for income taxes                                                                                     
  and minority interest..................     2,018       1,991       2,588       3,861        4,991       1,137       1,943 
Provision for income taxes(2)............      (170)       (446)       (174)       (273)        (306)        (76)       (120)
                                            -------     -------     -------     -------      -------      ------     ------- 
Net income before minority interest......     1,848       1,545       2,414       3,588        4,685       1,061       1,823 
Minority interest........................        --          --          --          --          282          --          52 
                                            -------     -------     -------     -------      -------      ------     ------- 
Net income(2)............................   $ 1,848     $ 1,545     $ 2,414     $ 3,588      $ 4,967      $1,061      $1,875 
                                            =======     =======     =======     =======      =======      ======      ====== 
Basic and diluted net income per share...     $0.23       $0.19       $0.40       $0.59        $0.78       $0.17       $0.29 
                                              =====       =====       =====       =====        =====       =====       ===== 
Weighted average number of common shares                                                                                     
  outstanding used in basic and diluted                                                                                      
  net income per share................... 7,902,752   7,935,512   5,987,384   6,091,384    6,355,873   6,212,440   6,519,240 

Pro forma net income(3)..................                                                     $3,134                  $1,181 
                                                                                              ======                  ====== 
Pro forma net income per share(3)........                                                      $0.48                   $0.18 
                                                                                               =====                   ===== 
Weighted average number of common shares                                                                                     
  outstanding used in pro forma net                                                                                          
  income per share(4)....................                                                  6,505,873               6,669,240 

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                                                        [Enlarge/Download Table]

                                                        NOV. 27,  NOV. 26,   NOV. 25,   NOV. 30,  NOV. 29,  FEB. 20,
                                                          1993      1994       1995       1996      1997      1998  
                                                        --------  --------   --------   --------  --------  --------
                                                                          (IN THOUSANDS)                            
                                                                                                                    
CONSOLIDATED BALANCE SHEETS DATA:                                                                                   
Working capital........................................ $ 4,673   $ 2,908    $ 4,782    $ 6,554   $ 7,732   $ 9,558 
Total assets...........................................  11,601    10,057     12,307     15,468    20,435    23,828 
Total long-term debt...................................     304       222        324        550       781       773 
Total stockholders' equity.............................   5,138     2,697      4,282      6,202     8,536    10,522 

---------------                                                                 

(1) Represents discretionary payments of bonus compensation to officers and     
certain Outside Experts under a bonus program that will be discontinued 
 after fiscal 1997. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Overview" and Note 7 of Notes to   
Consolidated Financial Statements.                                      

(2) Since fiscal 1988, the Company has been taxed under subchapter S of the     
 Code. As an S corporation, the Company is not subject to federal and some
    state income taxes. The Company's S corporation status will terminate on the
    closing of the Offering. See "S Corporation Distributions and Termination of
S Corporation Status."                                                  

(3) Pro forma net income and pro forma net income per share for fiscal 1997 and 
    the first quarter of fiscal 1998 have been computed by adjusting net income,
   as reported, to record income tax expense that would have been recorded had
 the Company been a C corporation during those periods, assuming effective
tax rates for the year ended November 29, 1997 and the quarter ended    
February 20, 1998 of 43% and 42%, respectively. See Note 11 of Notes to 
Consolidated Financial Statements.                                      

(4) See Note 1 of Notes to Consolidated Financial Statements for a description  
of the computation of the number of shares used in the per share        
calculation.                                                            

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW                                                                        

     The Company is a leading economic and business consulting firm that applies
advanced analytic techniques and in-depth industry knowledge to complex         
engagements for a broad range of clients. Founded in 1965, the Company provides 
original and authoritative advice for clients involved in many high-stakes      
matters, such as multi-billion dollar mergers and acquisitions, new product     
introductions, major capital investment decisions and complex litigation, the   
outcome of which often has significant implications or consequences for the     
parties involved. The Company offers two types of services: legal and regulatory
consulting and business consulting. The Company estimates that it derived       
approximately two-thirds of its revenues in fiscal 1997 from legal and          
regulatory consulting and approximately one-third from business consulting.     

The Company derives revenues principally from professional services   
rendered by its consultants. In most instances, clients are charged on a        
time-and-materials basis and revenues are recognized in the period when services
are provided. Consultants' time is charged at hourly rates, which vary from     
consultant to consultant depending on a consultant's position, experience and   
expertise, and other factors. Outside Experts typically bill clients directly   
for their services. As a result, substantially all of the Company's professional
services fees are generated from the work of its own full-time consultants.     
Factors that affect the Company's professional services fees include the number 
and scope of client engagements, the number of consultants employed by the      
Company, the consultants' billing rates, and the number of hours worked by the  
consultants. In addition to professional services fees, a portion of the        
Company's revenues represents expenses billed to clients, such as travel and    
other out-of-pocket expenses, charges for support staff and outside contractors,
and other reimbursable expenses.                                                

    The Company's costs of services include the salaries, bonuses and benefits
of the Company's consultants. Consultants are compensated on a salary and bonus 
basis. The Company currently has one bonus program. This program awards         
discretionary bonuses based on the Company's revenues and profitability and     
individual performance. Amounts paid under this bonus program to consultants are
included in costs of services, and the Company expects to continue this bonus   
program after the Offering. During fiscal 1995, fiscal 1996 and fiscal 1997, the
Company also had another bonus program, which consisted of discretionary        
payments to officers and certain Outside Experts based primarily on the         
Company's cash flows. These bonus payments are shown as "supplemental           
compensation" in the Company's statements of income, and the Company does not   
intend to make additional payments under this bonus program after fiscal 1997.  
Costs of services also include out-of-pocket and other expenses that are billed 
to clients, and the salaries, bonuses and benefits of certain support staff     
whose time is billed directly to clients, such as librarians, editors and       
computer programmers. The Company's gross profit, which equals revenues less    
costs of services and supplemental compensation, is affected by changes in the  
mix of revenues. The Company experiences significantly higher gross margins on  
revenues from professional services fees than revenues from expenses billed to  
clients. General and administrative expenses include salaries, bonuses and      
benefits of the Company's administrative and support staff, performance payments
to Outside Experts for generating new business, rent, and marketing and certain 
other costs.                                                                    

 Since fiscal 1988, the Company has been treated for federal and certain
state income tax purposes as an S corporation under the Code. As a result, the  
Company's stockholders, rather than the Company, have been and are required to  
pay federal and certain state income taxes based on the Company's taxable       
earnings. The state income taxes that the Company does pay are shown as         
"provision for income taxes" in the Company's statements of income. Upon the    
closing of the Offering, the Company's status an S corporation will cease and,  
thereafter, it will be subject to corporate taxation as a C corporation under   
the Code.                                                                       

The Company will recognize an increase in its net deferred income tax 
liability resulting from the termination of the Company's S corporation status, 
which will result in a significant non-cash charge against earnings during the  
quarter in which the Offering is completed. Based upon the Company's audited    
results of operations and financial information as of and for the year ended    
November 29, 1997 and its unaudited results                                     

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of operations and financial information as of and for the quarter ended February
20, 1998, the net charge to earnings would have been approximately $1.2 million.
The actual net charge to earnings may be larger or smaller than the foregoing   
amount, depending on the Company's results of operations and financial condition
from February 20, 1998 through the closing of the Offering. See "S Corporation  
Distributions and Termination of S Corporation Status" and Note 11 of Notes to  
Consolidated Financial Statements.                                              

 Officers and directors of the Company completed a management buy-out in
March 1995, resulting in a broad expansion of the Company's ownership           
principally from its three founders to all of its officers and directors at that
time. In order to align each officer's interest with the overall interests and  
profitability of CRA, the Company adopted, as part of the management buy-out, a 
policy requiring that each of its officers have an equity interest in CRA. As of
the date of this Prospectus, the Company's stock is widely held among over 30   
officers and directors.                                                         

  In June 1997, the Company invested approximately $650,000 for a majority
interest in NeuCo. NeuCo was established by the Company and an affiliate of     
Commonwealth Energy Systems as a start-up entity to develop and market a family 
of neural network software tools and complementary applications consulting      
services for electric utilities. The Company's financial statements are         
consolidated with the financial statements of NeuCo. For the period from        
inception (June 19, 1997) to November 29, 1997 and for the first quarter of     
fiscal 1998, NeuCo sustained a net loss after taxes of $564,000 and $104,000,   
respectively. There can be no assurance that NeuCo will become profitable. The  
portion of this loss allocable to NeuCo's minority owners is shown as "minority 
interest" in the Company's statements of income, and that amount, together with 
the capital contributions to NeuCo of its minority owners, is shown as "minority
interest" in the Company's balance sheets. See "Business--New                   
Opportunities--NeuCo," "Risk Factors--Risks Related to Entry into New Lines of  
Business," and Note 1 of Notes to Consolidated Financial Statements.            

The Company's fiscal year ends on the last Saturday in November and,  
accordingly, the Company's fiscal year will periodically contain 53 weeks rather
than 52 weeks. For example, fiscal 1996 contains 53 weeks. This additional week 
of operations in the fiscal year will affect the comparability of results of    
operations of these 53-week fiscal years with other fiscal years. Historically, 
the Company has managed its business based on a four-week billing cycle to      
clients and, consequently, has established quarters that are divisible by       
four-week periods. As a result, the first, second and fourth quarters of each   
fiscal year are 12-week periods and the third quarter of each fiscal year is a  
16-week period. However, the fourth quarter in 53-week fiscal years is 13 weeks 
long. Accordingly, quarter to quarter comparisons of the Company's results of   
operations are not necessarily meaningful if the quarters being compared are of 
different lengths.                                                              

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RESULTS OF OPERATIONS                                                           

The following table sets forth certain operating information as a     
percentage of revenues for the periods indicated:                               

                                                        [Enlarge/Download Table]

                                                     FISCAL YEAR ENDED             QUARTER ENDED    
                                              --------------------------------  --------------------
                                              NOV. 25,    NOV. 30,    NOV. 29,  FEB. 21,    FEB. 20,
                                                1995        1996        1997      1997        1998  
                                              --------    --------    --------  --------    --------
                                                         (53 WEEKS)                                 
                                                                                                    
Revenues....................................   100.0%      100.0%      100.0%    100.0%      100.0% 
Costs of services...........................    62.1        62.6        63.3      63.3        58.2  
Supplemental compensation...................     3.8         3.2         2.8       2.9          --  
                                               -----       -----       -----     -----       -----  
Gross profit................................    34.1        34.2        33.9      33.8        41.8  
General and administrative..................    26.4        24.2        23.5      22.1        24.7  
                                               -----       -----       -----     -----       -----  
Income from operations......................     7.7        10.0        10.4      11.7        17.1  
Interest income, net........................     0.4         0.3         0.7       0.1         0.4  
                                               -----       -----       -----     -----       -----  
Income before provision for income taxes and                                                        
  minority interest.........................     8.1        10.3        11.1      11.8        17.5  
Provision for income taxes..................     0.5         0.7         0.7       0.8         1.1  
                                               -----       -----       -----     -----       -----  
Net income before minority interest.........     7.6         9.6        10.4      11.0        16.4  
Minority interest...........................      --          --         0.6        --         0.4  
                                               -----       -----       -----     -----       -----  
Net income..................................     7.6%        9.6%       11.0%     11.0%       16.8% 
                                               =====       =====       =====     =====       =====  

FIRST QUARTER FISCAL 1998 COMPARED TO FIRST QUARTER FISCAL 1997                 

     Revenues.  Revenues increased $1.5 million, or 15.4%, from $9.6 million for
the first quarter of fiscal 1997 to $11.1 million for the first quarter of      
fiscal 1998. The increase in revenues was due primarily to increased consulting 
services performed for new and existing clients during the period and higher    
billing rates. The Company experienced revenue increases during the first       
quarter of fiscal 1998 in both its legal and regulatory consulting services and 
business consulting services, and in particular generated significant revenue   
increases in its antitrust and mergers and acquisitions practices.              

    Costs of Services.  Costs of services increased by $380,000, or 6.2%, from
$6.1 million in the first quarter of fiscal 1997 to $6.5 million in the first   
quarter of fiscal 1998. As a percentage of revenues, costs of services decreased
from 63.3% in the first quarter of fiscal 1997 to 58.2% in the first quarter of 
fiscal 1998. The decrease as a percentage of revenues was due primarily to      
discretionary cash compensation to consultants not increasing at as fast a rate 
as the rate of increase of revenues during the first quarter of fiscal 1998.    
This is in anticipation of the Company granting stock options from time to time 
to certain of its consultants pursuant to its stock option plan.                

     Supplemental Compensation.  The Company does not intend to pay supplemental
compensation after fiscal 1997, and consequently, did not have supplemental     
compensation in the first quarter of fiscal 1998. Supplemental compensation was 
$280,000 in the first quarter of fiscal 1997.                                   

    General and Administrative.  General and administrative expenses increased
by $620,000, or 29.1%, from $2.1 million in the first quarter of fiscal 1997 to 
$2.8 million in the first quarter of fiscal 1998. As a percentage of revenues,  
general and administrative expenses increased from 22.1% in the first quarter of
fiscal 1997 to 24.7% in the first quarter of fiscal 1998. The increase as a     
percentage of revenues was due primarily to increased rent expense resulting    
from the Company's expansion of each of its three offices in Boston,            
Massachusetts, Washington, D.C. and Palo Alto, California.                      

 Interest Income, Net.  Net interest income increased from $9,000 in the
first quarter of fiscal 1997 to $46,000 in the first quarter of fiscal 1998.    
This increase was due primarily to the Company maintaining higher cash balances 
during the first quarter of fiscal 1998 as compared to the first quarter of     
fiscal 1997.                                                                    

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   Minority Interest.  Minority interest was $52,000 in the first quarter of
fiscal 1998, and represents the portion of NeuCo's net loss after taxes         
allocable to its minority owners.                                               

FISCAL 1997 COMPARED TO FISCAL 1996                                             

     Revenues.  Revenues increased by $7.4 million, or 19.9%, from $37.4 million
for fiscal 1996 to $44.8 million for fiscal 1997. The increase in revenues was  
due primarily to increased consulting services performed for new and existing   
clients during the period. In fiscal 1997, the Company experienced revenue      
increases in both its legal and regulatory consulting services and its business 
consulting services, and in particular generated significant revenue increases  
in its mergers and acquisitions, finance, and auctions practices. During fiscal 
1997, the Company increased the number of its consultants from 112 to 121. The  
increase in revenues during fiscal 1997 was also due in part to increased       
billing rates of the Company's consultants.                                     

    Costs of Services.  Costs of services increased by $5.0 million, or 21.4%,
from $23.4 million in fiscal 1996 to $28.4 million in fiscal 1997. As a         
percentage of revenues, costs of services increased from 62.6% in fiscal 1996 to
63.3% in fiscal 1997. The increase as a percentage of revenues was due primarily
to slightly lower utilization rates for the Company's consultants during fiscal 
1997, which resulted in part from certain consultants of the Company spending   
time developing new practice areas that are complementary to the Company's core 
practice areas.                                                                 

    Supplemental Compensation.  Supplemental compensation was $1.2 million for
each of fiscal 1996 and fiscal 1997. As a percentage of revenues, supplemental  
compensation decreased from 3.2% in fiscal 1996 to 2.8% in fiscal 1997. The     
Company has paid supplemental compensation of $1.2 million in each of its last  
three fiscal years and intends to discontinue these payments after fiscal 1997. 

    General and Administrative.  General and administrative expenses increased
by $1.4 million, or 16.0%, from $9.1 million in fiscal 1996 to $10.5 million in 
fiscal 1997. As a percentage of revenues, general and administrative expenses   
decreased from 24.2% in fiscal 1996 to 23.5% in fiscal 1997. General and        
administrative expenses decreased as a percentage of revenues primarily because 
the Company increased its administrative and support staff at a lower rate than 
the rate of increase of its consultants.                                        

Interest Income, Net.  Net interest income increased from $124,000 for
fiscal 1996 to $302,000 for fiscal 1997. This increase was due primarily to the 
Company generating more cash from operations during fiscal 1997, which resulted 
in the Company maintaining higher cash balances during the year.                

 Minority Interest.  Minority interest was $282,000 for fiscal 1997, and
represents the portion of NeuCo's net loss after taxes allocable to its minority
owners.                                                                         

FISCAL 1996 COMPARED TO FISCAL 1995                                             

     Revenues.  Revenues increased by $5.5 million, or 17.4%, from $31.8 million
for fiscal 1995 to $37.4 million for fiscal 1996. The increase in revenues was  
due primarily to increased consulting services performed for new and existing   
clients during the period. In fiscal 1996, the Company experienced revenue      
increases in both its legal and regulatory consulting services and its business 
consulting services, and in particular, generated increased revenues in its     
antitrust and mergers and acquisitions practices. As part of its growth strategy
following the management buy-out, and to service additional client engagements, 
the Company increased the number of its consultants from 90 at the end of fiscal
1995 to 112 at the end of fiscal 1996. Increases in consultants' billing rates  
during fiscal 1996 also contributed to increased revenues for the period.       

    Costs of Services.  Costs of services increased by $3.6 million, or 18.3%,
from $19.8 million for fiscal 1995 to $23.4 million for fiscal 1996. As a       
percentage of revenues, costs of services increased slightly from 62.1% in      
fiscal 1995 to 62.6% in fiscal 1996. The increase as a percentage of revenues   
was due primarily to a higher percentage of reimbursable expenses in fiscal 1996
as compared to fiscal 1995, which have lower gross margins than professional    
services fees.                                                                  

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   Supplemental Compensation.  Supplemental compensation was $1.2 million in
each of fiscal 1996 and fiscal 1995. As a percentage of revenues, supplemental  
compensation decreased from 3.8% in fiscal 1995 to 3.2% in fiscal 1996.         

    General and Administrative.  General and administrative expenses increased
by $663,000, or 7.9%, from $8.4 million in fiscal 1995 to $9.1 million in fiscal
1996. As a percentage of revenues, general and administrative expenses decreased
from 26.4% for fiscal 1995 to 24.2% for fiscal 1996. The decrease as a          
percentage of revenues was primarily a result of the Company's strategy after   
the management buy-out to improve the productivity and efficiency of its        
administrative and support staff, which resulted in the Company reducing its    
hiring of administrative and support staff during fiscal 1996.                  

   Interest Income, Net.  Net interest income was $124,000 in fiscal 1996 as
compared to $118,000 in fiscal 1995.                                            

UNAUDITED QUARTERLY RESULTS                                                     

The following table presents certain unaudited quarterly statements of
income information for each of the quarters in fiscal 1996 and fiscal 1997 and  
the first quarter of fiscal 1998. This information is derived from and is       
qualified by reference to the audited and unaudited consolidated financial      
statements included elsewhere in this Prospectus and, in the opinion of         
management of the Company, includes all adjustments, consisting only of normal  
recurring adjustments, necessary for a fair presentation of that information.   
The first, second and fourth quarters of each fiscal year are 12-week periods   
and the third quarter of each fiscal year is a 16-week period. However, the     
fourth quarter in 53-week fiscal years is 13 weeks long. Accordingly, quarter to
quarter comparisons of the Company's results of operations are not necessarily  
meaningful if the quarters being compared are of different lengths. The results 
of operations for any quarter are not necessarily indicative of the results to  
be expected for any future period.                                              

                                                        [Enlarge/Download Table]

                                                                        QUARTER ENDED                                            
                             ----------------------------------------------------------------------------------------------------
                             FEB. 16,   MAY 10,    AUG. 30,     NOV. 30,    FEB. 21,   MAY 16,    SEPT. 5,    NOV. 29,   FEB. 20,
                               1996      1996        1996         1996        1997      1997        1997        1997       1998  
                             --------   -------   ----------   ----------   --------   -------   ----------   --------   --------
                                                  (16 WEEKS)   (13 WEEKS)                        (16 WEEKS)                      
                                                                        (IN THOUSANDS)                                           
                                                                                                                                 
Revenues...................   $6,990    $8,334     $11,356      $10,687      $9,648    $9,171     $14,498     $11,488    $11,137 
Costs of services..........    4,386     5,021       6,888        7,075       6,106     5,912       9,135       7,221      6,486 
Supplemental                                                                                                                     
  compensation.............      280       280         373          267         280       280         373         300         -- 
                              ------    ------     -------      -------      ------    ------     -------     -------    ------- 
Gross profit...............    2,324     3,033       4,095        3,345       3,262     2,979       4,990       3,967      4,651 
General and                                                                                                                      
  administrative...........    1,811     2,087       2,890        2,272       2,134     2,162       3,361       2,852      2,754 
                              ------    ------     -------      -------      ------    ------     -------     -------    ------- 
Income from operations.....      513       946       1,205        1,073       1,128       817       1,629       1,115      1,897 
Interest income, net.......       19        34          21           50           9        84          41         168         46 
                              ------    ------     -------      -------      ------    ------     -------     -------    ------- 
Income before provision for                                                                                                      
  income taxes and minority                                                                                                      
  interest.................      532       980       1,226        1,123       1,137       901       1,670       1,283      1,943 
Provision for income                                                                                                             
  taxes....................      (37)      (69)        (86)         (81)        (76)      (60)       (112)        (58)      (120)
                              ------    ------     -------      -------      ------    ------     -------     -------    ------- 
Net income before minority                                                                                                       
  interest.................      495       911       1,140        1,042       1,061       841       1,558       1,225      1,823 
Minority interest..........       --        --          --           --          --        --         198          84         52 
                              ------    ------     -------      -------      ------    ------     -------     -------    ------- 
Net income.................   $  495    $  911     $ 1,140      $ 1,042      $1,061    $  841     $ 1,756     $ 1,309    $ 1,875 
                              ======    ======     =======      =======      ======    ======     =======     =======    ======= 

  The Company has experienced, and may continue to experience, significant
period-to-period fluctuations in revenues and results of operations. The        
Company's results of operations in any quarter can fluctuate depending upon,    
among other things, the number of weeks in the quarter, the number and scope of 
ongoing client engagements, the commencement, postponement and termination of   
engagements in the quarter, the mix of revenue, the extent of discounting or    
cost overruns, employee hiring, the ability to reassign consultants efficiently 
from one engagement to the next, severe weather conditions, and other factors   
affecting employee productivity. Because the Company generates substantially all
of its revenues from consulting services                                        
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provided on an hourly-fee basis, the Company's revenues in any period are       
directly related to the number of its consultants, their billing rates and the  
number of billable hours worked during that period. The Company's ability to    
increase any of these factors in the short term is limited and, accordingly, the
Company may be unable to compensate for periods of underutilization during one  
part of a fiscal period by augmenting revenues during another part of that      
period. In addition, the Company intends to hire additional consultants who may 
not be fully utilized immediately, particularly in the quarter in which such    
consultants are hired. Moreover, a significant majority of the Company's        
operating expenses, primarily rent and the base salaries of the Company's       
consultants, are fixed in the short term, and as a result the failure of        
revenues to meet the Company's projections in any quarter could have a          
disproportionate adverse effect on the Company's net income.                    

LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company's operating activities provided cash of $1.4 million, $2.2
million and $3.6 million in fiscal 1995, fiscal 1996 and fiscal 1997,           
respectively. In each of these years, the cash from operating activities was    
generated primarily from net income earned for the period, which increased from 
$2.4 million in fiscal 1995 to $3.6 million in fiscal 1996 to $4.9 million in   
fiscal 1997. Cash generated from operating activities was partially offset by   
increases in unbilled services and accounts receivable, reflecting increased    
services performed by the Company in each of fiscal 1995, fiscal 1996 and fiscal
1997.                                                                           

Cash used in investing activities during fiscal 1995, fiscal 1996 and 
fiscal 1997 was $698,000, $476,000 and $2.3 million, respectively, and was      
primarily attributable to purchases by the Company of property and equipment and
leasehold improvements. The increased use of cash for investing activities in   
fiscal 1997 was due primarily to the Company's expansion of its three offices   
during that year.                                                               

    The Company's financing activities used cash of $251,000, $1.3 million and
$708,000 in fiscal 1995, fiscal 1996 and fiscal 1997, respectively. A principal 
use of cash for financing activities in each year was payment of dividends,     
which totaled $245,000, $1.5 million and $1.6 million in fiscal 1995, fiscal    
1996 and fiscal 1997, respectively. In fiscal 1997, the Company's use of cash   
for financing activities was partially offset by collection of notes receivable 
from stockholders, the sale of Common Stock to officers of the Company and the  
investment in NeuCo by minority interest owners.                                

 In the first quarter of fiscal 1998, the Company's operating activities
provided cash of $6.6 million consisting primarily of a decrease in accounts    
receivable and increases in accounts payable and accrued expenses. Cash used in 
investing activities for the purchase of property and equipment during the first
quarter of fiscal 1998 was $243,000. The Company's financing activities used    
cash of $1.4 million in the first quarter of fiscal 1998, which consisted       
primarily of the 1997 Distribution.                                             

    As of February 20, 1998, the Company had cash and cash equivalents of $7.0
million and working capital of $9.6 million. The Company presently has available
a $2.0 million revolving line of credit with BankBoston Corporation             
("BankBoston"), which is secured by the Company's accounts receivable. This line
of credit automatically renews each year on June 30 unless earlier terminated by
either the Company or BankBoston. No borrowings were outstanding under this line
of credit as of February 20, 1998 or as of the date hereof. The Company had     
outstanding standby letters of credit under this line of credit as of February  
20, 1998 amounting to $76,000, which expire between March and June 1998.        

   The Company believes that the net proceeds of the Offering, together with
funds generated by operating activities, existing cash balances and credit      
available under its bank line of credit, will be sufficient to meet the         
Company's working capital and capital expenditure requirements for at least the 
next 12 months.                                                                 

     The Company is currently assessing the potential impact of the Year 2000 on
the processing of date-sensitive information by the Company's computerized      
information systems and on products sold by the Company. While there can be no  
assurance that all issues arising from the Year 2000 will be identified and     
resolved satisfactorily, the Company presently believes that Year 2000 issues   
will not pose significant operational problems for the Company or have a        
material adverse effect on the Company's business, financial condition or       
results of operations.                                                          

     To date, inflation has not had a material impact on the Company's financial
results. There can be no assurance, however, that inflation may not adversely   
affect the Company's financial results in the future.                           

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BUSINESS

INTRODUCTION                                                                    

     The Company is a leading economic and business consulting firm that applies
advanced analytic techniques and in-depth industry knowledge to complex         
engagements for a broad range of clients. Founded in 1965, the Company provides 
original and authoritative advice for clients involved in many high-stakes      
matters, such as multi-billion dollar mergers and acquisitions, new product     
introductions, major capital investment decisions, and complex litigation, the  
outcome of which often has significant implications or consequences for the     
parties involved. The Company offers two types of services: legal and regulatory
consulting and business consulting. Through its legal and regulatory consulting 
practice, CRA provides law firms and businesses involved in litigation and      
regulatory proceedings with expert advice on highly technical issues such as the
competitive effects of mergers and acquisitions, damages calculations,          
measurement of market share and market concentration, liability analysis in     
securities fraud cases, and the impact of increased regulation. In addition, the
Company uses its expertise in economics, finance and business analysis to offer 
clients business consulting services for strategic issues such as establishing  
pricing strategies, estimating market demand, valuing intellectual property and 
other assets, assessing competitors' actions, and analyzing new sources of      
supply. To complement its analytical expertise in advanced economic and         
financial methods, the Company offers its clients in-depth industry expertise in
specific vertical markets, including chemicals, electric power and other        
energies, healthcare, materials, media/telecommunications, and transportation.  

The Company's services are provided by its highly credentialed and    
experienced staff of consultants. As of February 20, 1998, CRA employed 120     
full-time professional consultants, including 47 consultants with Ph.D.s and 26 
consultants with other advanced degrees, who have backgrounds in a wide range of
disciplines, including economics, business, corporate finance, materials        
sciences and engineering. Since maintaining its reputation is paramount and its 
engagements are typically complex, the Company is extremely selective in its    
hiring of consultants, recruiting individuals from leading universities,        
industry and government. Many of the Company's consultants are nationally       
recognized as experts in their respective fields, having published scholarly    
articles, lectured extensively and been quoted in the press. To enhance the     
expertise it provides to its clients, CRA maintains close working relationships 
with a select group of Outside Experts.                                         

 Through its offices in Boston, Massachusetts, Washington, D.C. and Palo
Alto, California, CRA has completed more than 2,500 engagements for clients,    
including major law firms, domestic and foreign corporations, federal, state and
local government agencies, governments of foreign countries, public and private 
utilities, and national and international trade associations. While the Company 
has particular expertise in certain vertical markets, the Company provides      
services to a diverse group of clients in a broad range of industries. During   
its last three fiscal years, the Company had over 1,200 engagements for clients 
that included 59 of the 100 largest U.S. law firms (ranked by The American      
Lawyer based on 1996 revenues) and 109 Fortune 500 companies (based on 1996     
revenues). During that period, the Company's clients included Cravath, Swaine & 
Moore; Ford Motor Company; Jones, Day, Reavis & Pogue; Procter & Gamble Company 
Inc.; Skadden, Arps, Slate, Meagher & Flom LLP; and Time Warner Inc. No single  
client accounted for over 10% of the Company's revenues in fiscal 1997.         

 Officers and directors of the Company completed a management buy-out in
March 1995, resulting in a broad expansion of the Company's ownership           
principally from its three founders to all of its officers and directors at that
time. In order to align each officer's interest with the overall interests and  
profitability of CRA, the Company adopted, as part of the management buy-out, a 
policy requiring that each of its officers have an equity interest in CRA. As of
the date of this Prospectus, the Company's stock is broadly held among over 30  
officers and directors. In connection with the management buy-out, the Company  
refocused its efforts on improving profitability and expanding its areas of     
expertise and its client base. The Company's revenues and income from operations
have increased from $31.8 million and $2.5 million in fiscal 1995 to $44.8      
million and $4.7 million in fiscal 1997, respectively, representing compound    
annual growth rates of 18.6% and 37.8%, respectively.                           

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INDUSTRY OVERVIEW                                                               

The environment in which businesses operate is becoming increasingly  
complex. Expanding access to powerful computers and software is providing       
companies with almost instantaneous access to a wide range of internal          
information, such as supply costs, inventory values, and sales and pricing data,
as well as external information such as market demand forecasts and customer    
buying patterns. At the same time, markets are becoming increasingly global,    
offering companies the opportunity to expand their presences throughout the     
world and exposing them to increased competition and the uncertainties of       
foreign operations. Many industries are rapidly consolidating as companies are  
pursuing mergers and acquisitions in response to increased competitive pressures
and to expand their market opportunities. In addition, companies are relying to 
a greater extent on technological and business innovations to improve           
efficiency, thus increasing the importance of strategically analyzing their     
businesses and developing and protecting new technology. As a result of this    
increasingly competitive and complex business environment, companies are        
required to constantly gather, analyze and utilize available information to     
enhance their business strategies and operational efficiencies.                 

   The increasing complexity and changing nature of the business environment
is also forcing governments to adjust their regulatory strategies. For example, 
certain industries such as healthcare are subject to frequently changing        
regulations while other industries such as telecommunications and electric power
are experiencing trends toward deregulation. These constant changes in the      
regulatory environment are leading to frequent litigation and interaction with  
government agencies as companies attempt to interpret and react to the          
implications of this changing environment. Furthermore, as the general business 
and regulatory environment becomes more complex, litigation has also become more
complicated, protracted, expensive and important to the parties involved.       

 As business, legal and regulatory environments undergo rapid change and
become more complex, companies are increasingly relying on sophisticated        
economic and financial analysis to solve complex problems and improve           
decision-making. Economics and finance provide the tools necessary to analyze a 
variety of issues confronting businesses, such as interpretation of sales data, 
effects of price changes, valuation of assets, assessment of competitors'       
activities, evaluation of new products and analysis of supply limitations.      
Governments are also relying to an increasing extent on economic and finance    
theory to measure the effects of anti-competitive activity, evaluate mergers and
acquisitions, change regulations, implement auctions to allocate resources, and 
establish transfer pricing rules. Finally, litigants and law firms are using    
economic and finance theory to help determine liability and to calculate damages
amounts in complex and high-stakes litigation. As this need for complex economic
and financial analysis becomes more widespread, CRA believes that companies will
increasingly turn to outside consultants for access to specialized expertise,   
experience and prestige that are not available to them internally.              

COMPETITIVE STRENGTHS                                                           

Since 1965, the Company has been committed to providing sophisticated 
consulting services to its clients. The Company believes that the following     
factors have been critical to its success:                                      

Strong Reputation for High Quality Consulting.  For over 30 years, the
Company has been a leader in providing sophisticated economic analysis and      
original, authoritative studies for clients involved in complex litigation and  
regulatory proceedings. As a result, the Company believes that it has           
established a strong reputation among leading law firm and business clients as a
preferred source of expertise in economics and finance, as evidenced by the     
Company's high level of repeat business and significant referrals from existing 
clients. Approximately 60% of the Company's revenues from new engagements in    
fiscal 1997 were derived from engagements for existing clients. In addition, the
Company believes that its significant name recognition, developed as a result of
its work on many high profile litigation and regulatory engagements, has        
enhanced the development of its business consulting practice. While reputation  
for high quality consulting and name recognition are critical in attracting new 
clients, CRA believes that these factors are equally important to its ability to
recruit and retain both consultants and renowned Outside Experts.               

   Highly Educated, Experienced and Versatile Consulting Staff.  The Company
believes that its most important asset is its base of full-time consultants,    
particularly its senior consultants. Of the Company's                           
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120 consultants as of February 20, 1998, 69 are either officers, principals or  
senior associates, substantially all of whom have a Ph.D. or a master's degree. 
Many of these senior consultants are nationally recognized as experts in their  
respective fields, having published scholarly articles, lectured extensively and
been quoted in the press. In addition to their expertise in a particular field, 
most of the Company's consultants are able to apply their skills across numerous
practice areas. This flexibility in staffing engagements is critical to the     
Company's ability to apply its resources as needed to meet the demands of its   
clients. As a result, the Company seeks to hire consultants who not only have   
strong analytical skills but also are creative, intellectually curious and      
driven to develop expertise in new practice areas and industries.               

     Vertical Market Expertise.  By maintaining expertise in certain industries,
the Company is able to offer clients creative and pragmatic advice tailored to  
their specific markets. This vertical market expertise, developed by CRA over   
decades of providing sophisticated consulting services to a diverse group of    
clients in industries such as chemicals, electric power and other energies,     
healthcare, materials, media/telecommunications, and transportation,            
differentiates the Company from many of its competitors. CRA believes that it   
has developed a strong reputation and substantial name recognition within these 
specific industries, which leads to repeat business and new engagements from    
clients in those markets.                                                       

 Broad Range of Services.  By offering clients both legal and regulatory
consulting services and business consulting services, CRA is able to satisfy a  
broad array of client needs, ranging from expert testimony for complex lawsuits 
to designing global business strategies. This broad range of expertise enables  
the Company to take an interdisciplinary approach to certain engagements,       
combining economists and experts in one area with specialists in another        
discipline. The Company emphasizes its diverse capabilities to clients and      
regularly cross-markets across its service areas. For example, it is not unusual
for a client that the Company assists in a litigation matter to later retain the
Company for a business consulting matter. In addition, the Company believes that
consultants and Outside Experts are attracted by the opportunity to work on a   
diverse array of matters.                                                       

    Access to Leading Academic and Industry Experts.  To enhance the expertise
it provides to its clients, CRA maintains close working relationships with a    
select group of Outside Experts. Depending on client needs, the Company uses    
Outside Experts for their specialized expertise, assistance in conceptual       
problem-solving and expert witness testimony. CRA works regularly with renowned 
professors at Harvard University, the Massachusetts Institute of Technology,    
Georgetown University, The University of California, Stanford University, The   
University of Virginia and other leading universities. Outside Experts also     
generate business for CRA and provide the Company access to other leading       
academic and industry experts. By establishing affiliations with prestigious    
Outside Experts, the Company further enhances its reputation as a leading source
of sophisticated economic and financial analysis.                               

GROWTH STRATEGY                                                                 

CRA intends to enhance its position as a leading economic and business
consulting firm by pursuing the following growth strategy:                      

     Attract and Retain High Quality Consultants.  Since its consultants are its
most important asset, the Company's ability to attract and retain highly        
credentialed and experienced consultants both to work on engagements and to     
generate new business is crucial to the Company's success. In order to attract  
highly qualified consultants, the Company offers competitive compensation and   
benefits and has developed a career enhancement program that offers consultants 
career enrichment opportunities and access to individualized training. While    
competitive compensation and benefits are important, CRA believes that          
consultants are attracted to CRA because of its strong reputation, the          
credentials, experience and reputation of its consultants, the opportunity to   
work on a diverse array of matters, the opportunity to work with renowned       
Outside Experts, and the collegial atmosphere of the Company. The Company       
believes that its attractiveness as an employer is reflected in its low turnover
rate among employees and that its status as a public company will further       
enhance its ability to recruit and retain employees. The Company intends to     
grant stock options to certain employees as part of its efforts to attract and  
retain consultants.                                                             

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 Increase Marketing Activities.  Historically, the Company has primarily
relied on its reputation and client referrals for new business. As a result, the
Company believes there is an opportunity to expand significantly its marketing  
activities in order to attract new clients and increase the overall exposure of 
its consultants. For example, the Company intends to increase its presence at   
selected conferences, seminars and public speaking engagements to increase      
client referrals and lead generation. The Company also intends to increase      
circulation of its client publications, which highlight emerging trends and     
noteworthy CRA engagements, as well as to encourage its consultants to publish  
articles more frequently in the trade press and academic journals.              

Expand Services.  While the Company currently offers a broad range of 
services, CRA believes there are opportunities to expand the services and       
expertise it provides to its clients. For example, applying the expertise of    
several of its consultants in game theory, the Company recently began offering  
consulting services in auction design and implementation. Similarly, the Company
believes that it can expand into other related areas of business with its       
existing consultants, most of whom have experience in a wide variety of fields. 
To encourage the development of new ideas and expertise, the Company fosters an 
environment that rewards creativity and innovation.                             

Establish Relationships with Additional Outside Experts.  The Company 
intends to establish relationships with additional leading academic and industry
experts. In addition to helping the Company serve its clients better, Outside   
Experts often provide the Company with new sources of business and expand the   
Company's network of academic affiliations. Moreover, the Company believes that 
affiliations with additional, prestigious Outside Experts will further enhance  
its reputation and aid in its recruiting of consultants. The Company may grant  
stock options to attract additional Outside Experts.                            

Pursue Strategic Acquisitions and Alliances.  The Company will seek to
expand its operations through the acquisition of complementary businesses and by
establishing strategic alliances. Given the highly fragmented nature of the     
consulting industry, CRA believes that there are numerous opportunities to      
acquire small consulting firms. The Company believes the acquisition of         
complementary businesses and the establishment of strategic alliances, such as  
it has done for its auctions consulting practice, will provide it with          
additional consultants, new service offerings, additional industry expertise, a 
broader client base or an expanded geographic presence. As of the date of this  
Prospectus, the Company has no agreement or understanding regarding any         
acquisitions.                                                                   

Open New Offices.  The Company may expand its geographic presence by  
opening one or more additional offices, particularly in major metropolitan areas
that have leading universities. The Company believes this strategy will help to 
attract consultants and Outside Experts and provide it with additional marketing
opportunities for clients located in those regions.                             

     There can be no assurance that the Company will be successful in any of the
elements of its growth strategy.                                                

SERVICES                                                                        

The Company offers services in two broad areas: legal and regulatory  
consulting and business consulting. In its legal and regulatory practice, the   
Company usually works closely with law firms on behalf of one or more companies 
involved in litigation or regulatory proceedings. Many of the lawsuits and      
regulatory proceedings in which the Company is involved are high-stakes matters,
such as obtaining regulatory approval of a pending merger or analyzing possible 
damages awards in a securities fraud case, the outcome of which often has       
significant implications or consequences for the parties involved. In the       
business consulting practice, CRA typically provides services directly to       
companies seeking assistance with strategic issues that require expert economic 
or financial analysis. Many of these matters involve "mission-critical"         
decisions for the client, such as positioning and pricing a new product or      
developing a new technological process. Engagements in the Company's two service
areas often involve similar areas of expertise and address related issues, and  
it is common for CRA's consultants to work on engagements in both service areas.
The Company estimates that it derived approximately two-thirds of its revenues  
in fiscal 1997 from legal and regulatory consulting and approximately one-third 
from business consulting.                                                       
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    LEGAL AND REGULATORY CONSULTING.  The ability to formulate and effectively
communicate powerful economic and financial arguments to courts and regulatory  
agencies is often critical to a successful outcome in litigation and regulatory 
proceedings. Through its highly educated and experienced consulting staff, the  
Company applies advanced analytic techniques in economics and finance to complex
engagements for a diverse group of clients. The Company offers its clients a    
wide range of legal and regulatory consulting services, including the following:

   Antitrust.  CRA has expertise in a variety of issues arising in antitrust
litigation, including collusion, price signaling, monopolization, tying,        
exclusionary conduct, resale price maintenance, predatory pricing and price     
discrimination. Expert testimony and analysis by economists play an increasingly
important role in antitrust litigation. For the past three decades, the Company 
has provided expert assistance to law firms in a wide variety of antitrust      
lawsuits, including supporting IBM in landmark antitrust litigation brought by  
the DOJ and others.                                                             

    Mergers and Acquisitions.  The Company assists clients involved in mergers
and acquisitions in their interactions with domestic and foreign antitrust      
regulatory authorities. By applying economic methods and tools, CRA helps       
clients simulate the effects of mergers on prices, estimate demand elasticities,
design and administer customer and consumer surveys, and study the efficiencies 
that motivate or result from acquisitions. In addition, the Company regularly   
assists clients in proceedings before the FTC and DOJ, including helping them   
obtain termination of the waiting period imposed by the Hart-Scott-Rodino       
Antitrust Improvements Act of 1976.                                             

Finance.  The Company offers clients a variety of financial advisory  
services, including valuations, securities fraud analysis, and risk assessments 
for options, futures, swaps and other derivatives. For clients involved in      
litigation and regulatory proceedings, CRA values businesses, products,         
contracts and securities, and provides expert testimony on a variety of         
valuation issues. The financial analysis performed by the Company encompasses   
cash-flow estimates, "but-for" analyses of revenues, complex analytical models  
and estimates of appropriate discount rates. The Company also assists clients in
securities fraud cases by estimating damages computations and analyzing         
potential liability.                                                            

Intellectual Property.  The Company provides expert consulting and    
testimony on a broad array of issues arising from intellectual property rights  
and valuations of intellectual property, cost-sharing arrangements, royalty     
rates, and determinations of fair market value of intellectual property         
transferred between related parties. For example, CRA estimates damages and     
provides expert testimony in patent, trademark, copyright, trade secret and     
unfair competition disputes. Its services include estimating lost profits,      
reasonable royalties, unjust enrichment and prejudgment interest.               

    Transfer Pricing.  CRA provides transfer pricing advice for companies that
are establishing foreign operations and for companies with existing foreign     
operations seeking to improve their tax positions. The Company helps clients to 
analyze their affiliates' functions and risks, the value of tangible and        
intangible assets, precedents set by comparable industry transactions, and the  
specifics of the tax laws in the relevant countries. In addition, CRA assists   
clients in preparing for Internal Revenue Service and foreign tax authority     
audits and provides expert testimony and litigation support in lawsuits related 
to transfer pricing disputes.                                                   

Environment.  CRA regularly assists clients involved in environmental 
disputes both in litigation proceedings and before government agencies. For     
example, the Company helps clients determine responsibility for environmental   
cleanups, including Superfund sites, and advises clients on damages calculations
resulting from oil spills, hazardous waste disposal and other environmental     
torts. As part of its work in this area, the Company's consultants and Outside  
Experts have assisted clients in developing innovative techniques for           
environmental regulatory compliance, such as emissions trading and regulatory   
cost-benefit analysis and risk assessment.                                      

 BUSINESS CONSULTING.  The business consulting practice of CRA applies a
highly analytical, quantitative approach to help companies analyze and respond  
to market forces and competitive pressures that affect their businesses. The    
Company advises its clients in many of the same areas in which it provides legal
and regulatory consulting, such as finance and mergers and acquisitions.        
Applying its in-depth knowledge of                                              

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specific vertical markets, the Company is able to provide insightful,           
value-added advice to its clients. CRA offers clients practical and creative    
advice by challenging conventional approaches and generally avoiding            
predetermined solutions or methodologies. Recognizing the importance that       
clients place in maintaining confidentiality, CRA does not disclose the identity
of its clients unless the Company's engagement with the client is already       
publicly disclosed. CRA's business consulting services can be grouped into three
broad areas, as follows:                                                        

     Business Strategy.  CRA offers a broad range of strategy-related consulting
services designed to help companies evaluate strategic opportunities and        
increase shareholder value. For example, CRA helps clients to identify          
investment opportunities, implement cost reduction programs, execute turnaround 
strategies, improve risk management, make capital investment decisions, complete
due diligence, value intellectual property rights and other assets, and         
establish pricing strategies. The Company also assists clients with acquisitions
by assessing the strategic and financial fit of an acquisition candidate. As it 
does in its legal and regulatory consulting practice, CRA advises clients on the
competitive advantages and efficiencies, if any, resulting from acquisitions, as
well as any potential antitrust concerns.                                       

 Market Analysis.  CRA uses its vertical market expertise and analytical
skills to assist its clients in identifying, understanding and reacting to      
market trends, including measuring market size, estimating supply and demand    
balances, evaluating growth opportunities, and analyzing procurement strategies.
This type of analysis is particularly useful for companies that are launching a 
new product, repositioning an existing product or operating in an industry      
undergoing significant change. CRA uses complex computer models to predict the  
market impact of certain potential actions by the client or third parties. This 
information is then used to advise the client on product positioning, pricing   
strategies, competitive threats and probable market reactions. Using its        
regulatory and legal consulting expertise, CRA assists clients in evaluating the
market impact of existing and proposed government policies.                     

  Technology Management.  CRA assists clients in managing their industrial
technologies, including analyzing the processes used to develop their products  
and services. The Company helps clients with their technology needs from        
assessment through implementation. For example, CRA completes competitive       
analyses for clients by analyzing competitors' technology and processes through 
statistical comparisons of raw material costs, sales, productivity measurements 
and other factors. In addition, CRA helps clients to assess commercialization of
new technology by quantifying the costs and benefits of obtaining and           
implementing new technology, including evaluation of engineering and employee   
training costs. Finally, the Company assists clients in implementing technology,
including helping to coordinate the efforts of research and development         
organizations and conducting pre-feasibility studies.                           

VERTICAL MARKET EXPERTISE                                                       

    The Company believes its ability to combine expertise in advanced economic
and financial methods with in-depth knowledge of particular vertical markets is 
one of its key competitive strengths. By maintaining expertise in certain       
industries, the Company provides clients practical advice in both legal and     
regulatory consulting and business consulting that is tailored to their specific
markets. This vertical market expertise, developed by CRA over decades of       
providing sophisticated consulting services to a diverse group of clients in    
leading industries, differentiates the Company from many of its competitors. CRA
believes that it has developed a strong reputation and substantial name         
recognition within specific industries, which leads to repeat business and new  
engagements from clients in those markets. While the Company provides services  
to clients in a wide variety of industries, it has particular expertise in the  
following vertical markets:                                                     

     Chemicals.  The Company has a long history of providing consulting services
to chemical companies. For example, CRA has assisted leading chemical companies 
in improving their research and development capabilities, investing in new      
businesses, assessing acquisition possibilities, and restructuring their        
facilities. CRA's industry experience enables it to offer advice to clients     
regarding pricing and profitability relative to supply, demand and competition  
within the chemicals industry.                                                  

   Electric Power and Other Energies.  CRA is a leading provider of economic
testimony and analysis of the competitive impacts of electric utility, natural  
gas, and petroleum mergers and acquisitions. In addition,                       
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the Company offers advice to energy clients about the effects of deregulation in
the electric power and natural gas industries. In order to help energy clients  
address frequent regulatory changes, CRA represents them in proceedings before  
the Federal Energy Regulatory Commission, the Interstate Commerce Commission,   
state public regulatory commissions, and other international, federal and state 
administrative agencies. The Company has recently published a comprehensive     
study analyzing trading in electricity futures contracts.                       

Healthcare.  CRA advises hospitals, pharmaceutical and medical product
companies, and other healthcare clients by combining its in-depth knowledge of  
the unique and rapidly changing features of healthcare markets with its         
expertise in antitrust assessment, merger evaluations, measurement of damages   
and valuation of intellectual property. The Company assists its clients in      
responding to current competitive pricing trends and incentives created for     
vertical and horizontal consolidation. For pharmaceutical and medical product   
companies, CRA helps develop research, development, marketing and reimbursement 
strategies that highlight the clinical and economic advantages of their         
pharmaceuticals and medical technologies.                                       

 Materials.  Led by a group of consultants with extensive experience and
academic backgrounds in the materials and manufactured parts industries, CRA    
offers advice on a broad array of issues confronting clients selling and using  
materials such as minerals, metals and polymers. For example, CRA helps         
companies to analyze potential strategic acquisitions, evaluate capital         
investment opportunities, define and segment markets, assess new technology,    
respond to changing regulations, gauge competitors' actions and design business 
strategies. CRA also has expertise and experience in guiding materials and      
manufactured parts companies through antidumping proceedings before government  
agencies.                                                                       

     Media/Telecommunications.  By providing a wide range of consulting services
to a diverse group of media and telecommunications clients, the Company has     
developed a strong reputation as a leading source of expert economic and        
financial advice for media and telecommunications companies. CRA has been       
retained by clients involved in some of the largest media/telecommunications    
mergers, including the acquisitions of Turner Broadcasting System Inc. by Time  
Warner Inc. and Capital Cities/ABC Inc. by Walt Disney Company. Applying its    
expertise in the media/telecommunications industry, CRA has helped clients      
address the dramatic developments in their industry resulting from rapid        
technological change, deregulation and the globalization of their markets.      

 Transportation.  The Company assists transportation industry clients by
providing services in travel demand forecasting, market assessment, public      
policy analysis and business strategy. Through the use of sophisticated models  
for estimating travel demand developed by the Company, CRA helps transportation 
clients assess the feasibility of entering new markets and consults with        
governments considering infrastructure improvements. In addition, the Company   
has advised airline clients on the effects of deregulation and has consulted    
with automotive companies on the effects of increased government regulation.    

NEW OPPORTUNITIES                                                               

    An element of the Company's growth strategy is to expand into new practice
areas that are complementary to its core practice areas. The Company intends to 
continue to encourage its consultants to develop expertise in new areas. Two    
examples of new areas of business that the Company recently developed are       
described below.                                                                

   Auction Consulting.  Several of CRA's consultants used their expertise in
game theory to develop an auctions consulting practice. CRA is collaborating    
with Market Design, Inc. ("MDI"), a corporation owned and operated by a group of
leading academic experts in the field of auction theory, to provide consulting  
services for the design and implementation of complex auctions, such as         
simultaneous ascending-bid auctions in which multiple objects are available for 
bid at the same time. Using jointly developed, sophisticated software, the      
Company and MDI help businesses and governments formulate rules for auctions,   
run auctions and track auction results. In addition, CRA and MDI provide bidder 
support services prior to and during an auction, including competitive          
evaluations, optimal bidding strategies and assessments of the competition's    
behavior. CRA typically charges clients a license fee for its auction software  
(a portion of which is shared with MDI) in addition to charging for its         
consulting services.                                                            

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The Company's auction consulting work began in 1995 and was initially 
focused primarily on auctions of telecommunications spectrum licenses. For      
example, CRA and MDI were hired by Mexico's Comision Federal de                 
Telecomunicaciones to design and help implement auctions for paging spectrum,   
microwave bands and personal communication services. While still focusing on    
telecommunications auctions, the Company has also provided auction consulting   
services to electric utilities, and intends to expand its auction consulting    
work into other industries, such as minerals and chemicals, that are beginning  
to use auctions more frequently to allocate resources and property rights.      

 NeuCo.  In June 1997, the Company invested approximately $650,000 for a
majority interest in NeuCo. NeuCo was established by the Company and an         
affiliate of Commonwealth Energy Systems as a start-up entity to develop and    
market a family of neural network software tools and complementary applications 
consulting services for electric utilities. NeuCo's products and services are   
designed to help utilities improve their power plants by improving heat rate,   
reducing emissions, overcoming operating constraints and increasing output      
capability. NeuCo was established in connection with the Company's consulting   
engagement with Commonwealth Energy.                                            

     While NeuCo is currently operating at a loss, and there can be no assurance
that it will become profitable, the Company believes that demand exists for     
NeuCo's products and services. As of the date of this Prospectus, NeuCo has     
implemented its software and services solution at one of Commonwealth Energy's  
electric utility plants, and it is providing consulting services to another     
client. Although NeuCo's initial products and services are designed for electric
utilities, the Company believes that NeuCo's neural network software tools can  
be adapted and combined with consulting services to form a solutions package to 
meet the efficiency needs of companies outside the electric power industry,     
particularly for gas and other combustion companies. The software engine that   
NeuCo utilizes to build its software applications is licensed by the Company    
from a third party and sublicensed to NeuCo. In addition to the sublicense, the 
Company provides NeuCo with general, administrative and other services for      
agreed-upon fees.                                                               

CLIENTS                                                                         

     The Company has completed more than 2,500 engagements for clients including
major law firms, domestic and foreign corporations, federal, state and local    
government agencies, governments of foreign countries, public and private       
utilities, and national and international trade associations. While the Company 
has particular expertise in certain vertical markets, the Company provides      
services to a diverse group of clients in a broad range of industries. During   
its last three fiscal years, CRA worked with 59 of the 100 largest U.S. law     
firms (ranked by The American Lawyer based on 1996 revenues) and 109 Fortune 500
companies (based on 1996 revenues). No single client accounted for over 10% of  
the Company's revenues in fiscal 1997. CRA's policy is to keep the identities of
its clients confidential unless the Company's work for the client is already    
publicly disclosed.                                                             

The following are examples of the Company's engagements:              

Legal and Regulatory Consulting                                             

- The Company assisted Procter & Gamble Company Inc. ("P&G") and its  
     counsel in assessing the antitrust implications of P&G's acquisition of
 Tambrands Inc. The DOJ was concerned that the proposed merger might
    reduce competition and lead to price increases for feminine protection
      products. CRA reviewed P&G's and Tambrands' internal planning documents,
       which indicated that the two companies' products did not compete directly
against each other. CRA confirmed this by applying sophisticated  
 econometric techniques to consumer purchase data. CRA presented its
 findings, together with its extensive supporting data, to the DOJ's
      investigative staff to demonstrate that the two companies' products were
       either in distinct markets, or if in the same market, not substitutes for
    each other. After considering CRA's analysis and data, the DOJ allowed
the acquisition to proceed.                                       

- CRA assisted Polaroid Corporation in its instant-camera patent      
      infringement lawsuit against Eastman Kodak Company. Working closely with
      two Outside Experts, CRA developed estimates of reasonable royalties and
    the value of lost profits on the basis of lost sales and price erosion
resulting from Eastman                                            
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   Kodak's infringement. CRA formulated its damages calculations using a
 non-linear model of consumer demand for a durable good. This model,
developed by two Outside Experts working in conjunction with CRA  
       consultants, analyzed consumer buying patterns, price movements and other
    factors in the context of a new product introduction. CRA assisted the
Outside Experts with their trial testimony and worked closely with
   Polaroid's lawyers in preparing witnesses and critiquing the opposing
  parties' experts. CRA's analysis contributed to Polaroid obtaining a
significant damages award.                                        

 - Exxon Company, USA retained CRA to assist in preparing for litigation
   related to the oil spill from the tanker Exxon Valdez. CRA examined a
     number of theoretical and empirical issues regarding the reliability of
 measures of natural resource damages. Working with a team of survey
      researchers, economists, psychologists, and statisticians, CRA developed
    and conducted a number of experiments after gathering and interpreting
   data from questionnaires administered to several thousand respondents
  throughout the United States. The studies specifically addressed the
      reliability and sensitivity of contingent valuation methods in measuring
    damages to environmental resources. CRA's study results indicated that
    slight variations in survey techniques and methodologies could lead to
   dramatically different results. For example, by isolating the "budget
      context" bias that arises in one traditional method of measuring natural
       resource damages, CRA's research demonstrated that the traditional method
    tended to overstate damages by a factor of almost 300 as compared to a
    survey method that CRA designed to mitigate the bias. Exxon used CRA's
analysis to prepare for settlement negotiations.                  

  - When several major oil companies were accused of conspiring to depress
     the prices of North Sea or Brent crude oil, they hired CRA to perform a
  number of sophisticated statistical tests to determine whether Brent
      prices had been affected by their purchases and sales. CRA's statistical
       tests demonstrated that there was no pattern of trading by the clients at
   below-market prices. Rather, the prices of a majority of the clients'
       trades fell within the range of non-defendants' prices prevailing for the
    corresponding delivery month and transaction day; the remaining trades
  were evenly distributed above and below the non-defendants' reported
  price range. Furthermore, statistical tests revealed no relationship
    between the relative level of the clients' prices and the direction of
     change in non-defendants' prices, contrary to what would be expected if
  the clients' trading activities were designed to drive market prices
     down. CRA's tests also showed that the volume of trading by its clients
    was not related to movements in market price and that changes in Brent
 prices did not lead to changes in prices of other crude oils. CRA's
analysis was used by the clients to help settle the matter.       

Business Consulting                                                         

   - CRA evaluated the prospects and mechanisms of privatization for a major
  international oil and gas company. The Company developed a matrix of
    privatization efforts of companies around the world and determined the
      factors that contributed to their success or failure. CRA identified and
  evaluated financial, competitive and shareholder value concerns, and
       determined key management tradeoffs. In particular, the Company developed
   recommendations for the preliminary steps necessary for the client to
       achieve its privatization objectives and assisted with the implementation
 of the privatization, including the formation of four new operating
companies. In addition, CRA advised the client on dividing the    
     enterprise's assets among the four operating companies and establishing
transfer prices.                                                  

    - CRA developed a turnaround strategy for a nonferrous alloy manufacturing
 division of a large mining company that was losing money and having
production problems. The strategy was based on an analysis of its 
    production problems, costs, competitive positioning, product portfolio
    and customer mix. The Company identified the inherent potential of the
       division and explained to the client's board of directors the reasons not
    to divest the business. The client implemented the turnaround strategy
   developed by CRA, and the division has since become profitable and is
growing.                                                          

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HUMAN RESOURCES                                                                 

Consultants                                                                 

     On February 20, 1998, the Company had 120 full-time consultants, consisting
of 28 officers, 15 principals, 26 senior associates, 36 associates and 15       
research assistants, and had over 55 full-time administrative \staff members.   
Officers and principals generally work closely with clients, supervise junior   
consultants, provide expert testimony on occasion and seek to generate business 
for the Company. Senior associates and associates typically serve as project    
managers and handle complex research assignments. Research assistants gather and
analyze data sets and complete statistical programming and library research.    

Most of the Company's revenues are derived directly from the services 
provided by its full-time consultants. The Company's consultants have           
backgrounds in many disciplines, including economics, business, corporate       
finance, materials sciences and engineering. Substantially all of CRA's senior  
consultants, consisting of officers, principals and senior associates, have     
either a Ph.D. or a master's degree in addition to substantial management,      
technical or industry expertise. Of the Company's total senior consulting staff 
of 69 as of February 20, 1998, 41 have Ph.D.s in economics, six have Ph.D.s in  
other disciplines and 18 have other advanced degrees. The Company believes that 
its financial results, reputation and growth are directly related to the number 
and quality of its consultants.                                                 

  The Company is highly selective in its hiring of consultants, recruiting
primarily from leading universities, industry and government. CRA carefully     
screens candidates and usually arranges for candidates seeking a senior         
consulting position to interview in at least two of CRA's offices. Prior to     
hiring a candidate for a senior consulting position, CRA requires that the      
candidate make a technical presentation to a group of CRA consultants. The      
Company believes that consultants choose to work at CRA and that turnover is low
because of its strong reputation, the credentials, experience and reputation of 
its consultants, the opportunity to work on a diverse array of matters, the     
opportunity to work with renowned Outside Experts, and the collegial atmosphere 
of the Company. The Company believes that its attractiveness as an employer is  
reflected in its low turnover rate among employees and that its status as a     
public company will further enhance its ability to recruit and retain employees.

   CRA's training and career development program for its consultants focuses
on three areas: supervision, seminars and scheduled courses. This program is    
designed to complement on-the-job experience and an employee's pursuit of his or
her own career development. New consultants participate in a structured program 
in which they are partnered with an assigned mentor. Through CRA's ongoing      
seminar program, outside speakers make presentations and conduct discussions    
with the consultants on various topics. In addition, consultants are expected to
present papers, discuss significant cases, or outline new analytical techniques 
or marketing opportunities periodically at in-house seminars. CRA also provides 
scheduled courses designed to improve an employee's professional skills, such as
presentation and sales and marketing techniques. Consultants are also encouraged
to pursue their academic interests by authoring articles for economic and other 
journals.                                                                       

  Each of CRA's senior consultants has signed a non-solicitation agreement
which generally prohibits the employee from soliciting clients of CRA for a     
period of six months following termination of the person's employment with the  
Company and from soliciting CRA's employees for a period of two years after     
termination of the person's employment. Each of the Company's current           
stockholders, including each of CRA's officers, has entered into an agreement   
with CRA (the "Stock Restriction Agreement"), pursuant to which each stockholder
has agreed, among other things, not to sell or otherwise transfer any shares of 
Common Stock of the Company owned by the stockholder prior to the Offering      
without the consent of the Board of Directors of the Company for a period of two
years following the closing of the Offering. For more information regarding the 
Stock Restriction Agreement, see "Certain Transactions--Stock Restriction       
Agreement."                                                                     

Outside Experts                                                             

The Company works closely with a select group of Outside Experts from 
leading universities and industry, who supplement the work of the Company's     
consultants and generate business for the Company. The Company believes that    
Outside Experts choose to work with the Company on engagements because of the   
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interesting and challenging nature of the work involved, the opportunity to work
with CRA's highly educated consultants and the financially rewarding nature of  
the work. Four Outside Experts, each of whom is a stockholder of the Company    
(see "Principal and Selling Stockholders") and a party to the Stock Restriction 
Agreement, have entered into agreements with the Company that restrict their    
right to compete with the Company.                                              

MARKETING                                                                       

The Company relies to a significant extent on the efforts of its      
consultants, particularly its officers and principals, to market the Company's  
services. Consultants are encouraged to generate new business from both existing
and new clients, and are rewarded with increased compensation and promotions for
obtaining new business. In pursuing new business, the Company's consultants     
emphasize CRA's institutional reputation and experience, while also promoting   
the expertise of the particular employees who will work on the matter. Many of  
the Company's consultants have published articles in industry, business,        
economic, legal and scientific journals and have made speeches and presentations
at industry conferences and seminars, which serve as a means of attracting new  
business and enhancing their reputations. Consultants on occasion work with one 
or more Outside Experts to market the Company's services.                       

The personal marketing efforts of the Company's consultants are       
supplemented by firm-wide initiatives. Historically, the Company has primarily  
relied on its reputation and client referrals for new business. Since the       
management buy-out in 1995, the Company has increased its marketing activities  
and intends to continue to expand its current marketing programs. CRA regularly 
organizes seminars for existing and potential clients featuring panel members   
that include the Company's consultants, Outside Experts and leading government  
officials. The Company has an extensive set of brochures organized around CRA's 
service areas, which outline the Company's experience and capabilities. In      
addition, the Company periodically distributes publications to existing and     
potential clients highlighting emerging trends and noteworthy CRA engagements.  
Because existing clients are an important source of repeat business and         
referrals, the Company communicates regularly with its existing clients to keep 
them informed of developments that affect their markets and industries.         

    In its legal and regulatory consulting practice, much of the Company's new
business is derived from referrals by existing clients. The Company has worked  
with leading law firms across the country and believes it has developed a       
reputation among law firms as a preferred source of sophisticated economic      
advice for litigation and regulatory work. For its business consulting practice,
the Company also relies on referrals from existing clients, but supplements     
referrals with a significant amount of direct marketing to new clients through  
conferences, publications, presentations and direct solicitations.              

  It is important to the Company that it conduct business ethically and in
accordance with industry standards and the Company's own rigorous professional  
standards. The pursuit of specific markets, clients and bids on specific        
requests for proposals are carefully considered. Before a new client or matter  
is accepted, the Company determines whether a conflict of interests exists by   
circulating a client development report among its officers and by checking the  
Company's internal client database.                                             

COMPETITION                                                                     

The market for economic and business consulting services is intensely 
competitive, highly fragmented and subject to rapid change. In general, the     
barriers to entry into the Company's markets are few, and the Company expects to
face additional competition from new entrants into the economic and business    
consulting industries. In the legal and regulatory consulting market, the       
Company competes primarily with other economic consulting firms and individual  
academics. The Company believes that the principal competitive factors in this  
market are reputation, analytical ability, industry expertise and service. In   
the business consulting market, the Company competes primarily with other       
business and management consulting firms, specialized or industry-specific      
consulting firms, the consulting practices of large accounting firms, and the   
internal professional resources of existing and potential clients. The Company  
believes that the principal competitive factors in this market are reputation,  
industry expertise, analytical ability, service and price. Many of the Company's
competitors have national and international reputations as well as significantly
greater                                                                         

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personnel, financial, managerial, technical and marketing resources than the    
Company. Certain of the Company's competitors also have a significantly broader 
geographic presence than the Company. There can be no assurance that the Company
will compete successfully with its existing competitors or with any new         
competitors.                                                                    

FACILITIES                                                                      

    The Company's headquarters is located in Boston, Massachusetts in a leased
facility consisting of approximately 41,000 square feet, under a 15-year lease  
that expires in 2008. The Company also occupies leased office space in          
Washington, D.C. and Palo Alto, California. The Company believes that its       
existing facilities are adequate to meet its current requirements and that      
suitable space will be available as needed.                                     

LEGAL PROCEEDINGS                                                               

    As of the date of this Prospectus, the Company is not a party to any legal
proceedings the outcome of which, in the opinion of management of the Company,  
would have a material adverse effect on the Company's business, financial       
condition or results of operations.                                             

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS                                                

The executive officers and directors of the Company are as follows:   

                                                        [Enlarge/Download Table]

                   NAME                     AGE                        POSITION                      
------------------------------------------  ---  ----------------------------------------------------
                                                                                                     
Franklin M. Fisher (1)(2).................   63  Chairman of the Board                               
Rowland T. Moriarty (1)(2)(3).............   51  Vice Chairman of the Board                          
James C. Burrows..........................   54  President, Chief Executive Officer and Director     
Laurel E. Morrison........................   47  Chief Financial Officer, Vice President,            
                                                   Finance and Administration, and Treasurer         
Firoze E. Katrak (3)......................   46  Vice President, Director                            
William B. Burnett (2)....................   49  Vice President, Director                            
Carl Kaysen (1)(3)........................   78  Director                                            

---------------                                                                 
(1) Member of the Compensation Committee                                        
(2) Member of the Governance Committee                                          
(3) Member of the Audit Committee                                               

  FRANKLIN M. FISHER has served as an Outside Expert and a director of the
Company since 1967. Since April 1997, Dr. Fisher has served as Chairman of the  
Board of Directors. Dr. Fisher has been a professor of economics at the         
Massachusetts Institute of Technology since 1965, and the president and sole    
employee of FMF, Inc., an economic consulting firm, since 1980. Dr. Fisher is   
also a director of the National Bureau of Economic Research and a member of the 
Steering Committee of the Institute for Social and Economic Policy in the Middle
East at Harvard University's John F. Kennedy School of Government. He received  
his Ph.D. in economics in 1960 from Harvard University.                         

    ROWLAND T. MORIARTY has served as a director of the Company since 1986 and
as Vice Chairman of the Board since December 1992. Dr. Moriarty is also Chairman
of the Board of Managers and a member of NeuCo. Dr. Moriarty has served as      
Chairman and Chief Executive Officer of Cubex Inc., an international marketing  
consulting firm, since 1992. Dr. Moriarty was a professor at the Harvard        
Business School from 1981 to 1992, where he received his D.B.A. in Marketing in 
1980. He is a director of Staples, Inc. and Trammel Crow Corporation.           

     JAMES C. BURROWS joined the Company in 1967 and has served as its President
and Chief Executive Officer since March 1995 and as a director since April 1993.
Since December 1992, Dr. Burrows has directed the Company's legal and regulatory
consulting practice. From 1971 to March 1995, Dr. Burrows served as a Vice      
President of the Company and from June 1987 to December 1992 also directed the  
Company's economic litigation program. Dr. Burrows received his Ph.D. in        
economics from the Massachusetts Institute of Technology in 1970.               

     LAUREL E. MORRISON has served as Chief Financial Officer, Vice President of
Finance and Administration, and Treasurer of the Company since December 1996.   
Ms. Morrison served as Controller of the Company from May 1993 until December   
1996. Ms. Morrison previously served as Controller of MicroMentor, Inc., a      
software company, from November 1992 to May 1993. Ms. Morrison is a certified   
public accountant.                                                              

     FIROZE E. KATRAK has served as Vice President of the Company since 1986 and
as a director of the Company since April 1993. Since June 1987, he has served as
head of the Company's materials and manufacturing consulting practice. Dr.      
Katrak received his Ph.D. in materials engineering from the Massachusetts       
Institute of Technology in 1978 and has been an employee of the Company since   
that time.                                                                      

 WILLIAM B. BURNETT joined the Company as Vice President in 1988 and has
served as a director since June 1994. From 1982 to 1988, Mr. Burnett served as a
Vice President of Glassman-Oliver Economic Consultants, Inc., a consulting firm.
Prior to joining the Company, Mr. Burnett served in the Bureau of Economics at  
the FTC from 1976 to 1982. Mr. Burnett received his M.A. in economics from      
Cornell University in 1975.                                                     

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CARL KAYSEN has served as a director of the Company since 1986. From  
December 1992 until April 1997, Dr. Kaysen served as Chairman of the Board of   
Directors. Since 1990, Dr. Kaysen has been professor emeritus of political      
economy in the School of Humanities and Social Science at the Massachusetts     
Institute of Technology. Dr. Kaysen received his Ph.D. in economics from Harvard
University in 1954.                                                             

     The Board of Directors is divided into three classes, one class of which is
elected each year at the annual meeting of stockholders to hold office for a    
term of three years. Dr. Moriarty and Mr. Burnett serve as Class I directors;   
their terms of office expire in 1999. Drs. Katrak and Kaysen serve as Class II  
directors; their terms of office expire in 2000. Drs. Fisher and Burrows serve  
as Class III directors; their terms of office expire in 2001. Each director also
continues to serve as a director until his successor is duly elected and        
qualified. Executive officers of the Company are elected by and serve at the    
discretion of the Board of Directors.                                           

The Board of Directors has a Compensation Committee, which provides   
recommendations concerning salaries and incentive compensation for employees of 
and consultants to the Company. The Board of Directors also has an Audit        
Committee, which reviews the scope and results of the audit and other services  
provided by the Company's independent auditors. The Board of Directors also has 
a Governance Committee, which nominates persons to serve as directors of the    
Company.                                                                        

There are no family relationships among the directors and executive   
officers of the Company.                                                        

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

  The Compensation Committee currently consists of Drs. Fisher, Kaysen and
Moriarty. Dr. Moriarty is Chairman of the Board of Managers and a member of     
NeuCo, a subsidiary of the Company. For information concerning a stock          
restriction agreement to which Drs. Fisher, Kaysen and Moriarty are parties as  
well as certain payments by the Company to Drs. Fisher and Moriarty, see        
"Certain Transactions."                                                         

DIRECTOR COMPENSATION                                                           

  The Company pays its non-employee directors an annual fee of $13,000 for
their services as directors, plus $2,000 for each regular Board meeting attended
and $1,000 for each special Board meeting attended. Directors who are also      
employees of the Company do not receive separate fees for their services as     
directors. See "Certain Transactions" for information concerning consulting fees
paid by the Company to certain directors for their services as Outside Experts  
to the Company.                                                                 

  Under the 1998 Incentive and Nonqualified Stock Option Plan (the "Option
Plan"), each Outside Director (as defined below) who shall be re-elected as a   
director of the Company or whose term shall continue after the annual meeting of
stockholders will on the date of the annual meeting receive a Nonqualified      
Option (as defined below) to purchase 5,000 shares of Common Stock at an        
exercise price equal to the closing price of the Common Stock on that date. Each
such option will have a term of five years and will vest in full on the first   
anniversary of the date of grant. Each person who shall be first elected an     
Outside Director of the Company after the adoption of the Plan will receive on  
the date of his or her election as a director a Nonqualified Option to purchase 
10,000 shares of Common Stock at an exercise price equal to the closing price of
the Common Stock on that date. Each such option will have a term of five years  
and will vest in three equal annual installments, commencing on the first       
anniversary of the date of grant. Under the terms of the Option Plan, an        
"Outside Director" is a director who (i) is not an employee of the Company or   
any parent or subsidiary of the Company and (ii) is not a consultant who        
provides economic consulting services to or in conjunction with the Company or  
any parent or subsidiary of the Company. Currently, the Outside Directors of the
Company are Drs. Moriarty and Kaysen.                                           

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EXECUTIVE COMPENSATION                                                          

   Compensation Summary.  The following table sets forth certain information
concerning the compensation earned by the Company's Chief Executive Officer and 
other executive officers for services rendered in all capacities to the Company 
for the fiscal year ended November 29, 1997.                                    

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                   ANNUAL COMPENSATION                                 
                                       --------------------------------------------                    
                                                                    OTHER ANNUAL         ALL OTHER     
     NAME AND PRINCIPAL POSITION       SALARY($)   BONUS($)(1)   COMPENSATION($)(2)  COMPENSATION($)(3)
     ---------------------------       ---------   -----------   ------------------  ------------------
                                                                                                       

James C. Burrows...................... $285,000     $615,000                --            $22,371      
  President and Chief Executive                                                                        
  Officer                                                                                              

Laurel E. Morrison....................  100,000       55,000                --             20,418      
  Chief Financial Officer, Vice                                                                        
  President, Finance and                                                                               
  Administration, and Treasurer                                                                        

Firoze E. Katrak......................  220,000      300,000                --             21,331      
  Vice President                                                                                       

William B. Burnett....................  220,000      490,000                --             22,776      
  Vice President                                                                                       

---------------                                                                 

(1) Includes supplemental compensation bonuses of $115,000, $5,000, $100,000 and
$65,000 for Dr. Burrows, Ms. Morrison, Dr. Katrak and Mr. Burnett,      
respectively.                                                           

(2) Other annual compensation in the form of perquisites and other personal     
  benefits has been omitted because the aggregate amount of such perquisites
   and other personal benefits was less than $50,000 and constituted less than
10% of the executive officers' respective total annual salary and bonus.

(3) Represents contributions by the Company on behalf of the executive officer  
 to the Company's Savings & Retirement Plan and Trust and premiums paid by
the Company for term life insurance for the benefit of the executive    
officer.                                                                

BENEFIT PLANS                                                                   

1998 Incentive and Nonqualified Stock Option Plan                           

  The Company has adopted the 1998 Incentive and Nonqualified Stock Option
Plan. A total of 970,000 shares of Common Stock are reserved for issuance under 
the Option Plan. The Option Plan authorizes (i) the grant of options to purchase
Common Stock intended to qualify as incentive stock options ("Incentive         
Options"), as defined in Section 422 of the Code and (ii) the grant of options  
that do not so qualify ("Nonqualified Options"). The exercise price of Incentive
Options granted under the Option Plan must be at least equal to the fair market 
value of the Common Stock of the Company on the date of grant. The exercise     
price of Incentive Options granted to an optionee who owns stock possessing more
than 10% of the voting power of the Company's outstanding capital stock must be 
at least equal to 110% of the fair market value of the Common Stock on the date 
of grant. The exercise price of Nonqualified Options granted under the Option   
Plan must be at least equal to 85% of the fair market value of the Common Stock 
on the date of grant.                                                           

The Option Plan may be administered by the Board of Directors or the  
Compensation Committee. Except in the case of certain formula grants to Outside 
Directors described above under "Director Compensation," the Board or the       
Compensation Committee selects the individuals to whom options will be granted  
and determines the option exercise price and other terms of each award, subject 
to the provisions of the Option Plan. Incentive Options may be granted under the
Option Plan to employees, including officers and directors who are also         
employees. Nonqualified Options may be granted under the Option Plan to officers
and                                                                             

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other employees and to directors and other individuals providing services to the
Company, whether or not they are employees of the Company.                      

1998 Employee Stock Purchase Plan                                           

   The Company has adopted the 1998 Employee Stock Purchase Plan (the "Stock
Purchase Plan"). The Stock Purchase Plan authorizes the issuance of up to an    
aggregate of 243,000 shares of Common Stock to participating employees. The     
Stock Purchase Plan may be administered by the Board of Directors or the        
Compensation Committee.                                                         

  Under the terms of the Stock Purchase Plan, all employees of the Company
(other than seasonal employees) who have completed one year of employment with  
the Company and whose customary employment is more than part-time (i.e., more   
than 20 hours per week and more than five months in the calendar year) are      
eligible to participate in the Stock Purchase Plan. Employees who own five      
percent or more of the outstanding Common Stock of the Company and directors who
are not employees are not eligible to participate in the Stock Purchase Plan.   

  The right to purchase Common Stock under the Stock Purchase Plan will be
made available through a series of one year offerings (each, an "Offering       
Period"). On the first day of an Offering Period, the Company will grant to each
eligible employee who has elected in writing to participate in the Stock        
Purchase Plan an option to purchase shares of Common Stock. The employee will be
required to authorize an amount (between one and ten percent of the employee's  
base compensation) to be deducted by the Company from the employee's pay during 
the Offering Period. On the last day of the Offering Period, the employee will  
be deemed to have exercised the option, at the option exercise price, to the    
extent of accumulated payroll deductions. Under the terms of the Stock Purchase 
Plan, the option exercise price is an amount equal to 85% of the fair market    
value of one share of Common Stock on either the first or last day of the       
Offering Period, whichever is lower.                                            

No employee may be granted an option that would permit the employee's 
rights to purchase Common Stock to accrue at a rate in excess of $25,000 of the 
fair market value of the Common Stock, determined as of the date the option is  
granted, in any calendar year.                                                  

    The Company has made no determination as to when the first Offering Period
under the Stock Purchase Plan will commence.                                    

Bonus Program                                                               

    The Company maintains a discretionary bonus program, pursuant to which the
Company grants performance-based bonuses to its officers and other employees.   
The Compensation Committee, in its discretion, determines the bonuses to be     
granted to the Company's officers, and the Company's Chief Executive Officer, in
his discretion, determines the bonuses to be granted to the Company's other     
employees, based upon recommendations of the various committees of officers     
supervising the employees' work.                                                

The Charles River Associates Savings & Retirement Plan and Trust            

 The Company maintains the Charles River Associates Savings & Retirement
Plan and Trust (the "Savings & Retirement Plan"), qualified under Section 401(a)
of the Code. All employees of the Company who are 21 years of age are eligible  
to make salary reduction contributions pursuant to the Savings & Retirement     
Plan, and those who have also completed at least one year of service (consisting
of at least 1,000 hours of service) are eligible to receive profit-sharing      
contributions from the Company. A participant may contribute a maximum of 20% of
his or her pre-tax salary, commissions and bonuses through payroll deductions   
(up to the statutorily prescribed annual limit of $10,000 in 1998) to the       
Savings & Retirement Plan. The percentage elected by more highly compensated    
participants may be required to be lower. The Company may make discretionary    
matching contributions under the Savings & Retirement Plan on behalf of         
participants whose annual rate of pay does not exceed $44,500 in an amount up to
a maximum of 4% of the participant's pre-tax salary, commissions and bonuses.   
The Company may also make discretionary profit-                                 

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sharing contributions on behalf of eligible participants who have completed at  
least 1,000 hours of service during the fiscal year and are employed by the     
Company on the last day of the fiscal year. Any profit-sharing contribution is  
allocated to eligible participants as a percentage of their total compensation  
(up to the statutorily prescribed maximum of $160,000 in 1998) with a larger    
percentage allocated to compensation in excess of the Social Security wage base 
in accordance with rules set forth in the Code. The Company determines the level
of the discretionary contributions on an annual basis. In fiscal 1997, the      
Company made aggregate matching and profit-sharing contributions of             
approximately $1.2 million.                                                     

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CERTAIN TRANSACTIONS

STOCK RESTRICTION AGREEMENT                                                     

   Each person who is a stockholder of the Company before the closing of the
Offering (a "Pre-Offering Stockholder") is subject to a Stock Restriction       
Agreement with the Company. The Stock Restriction Agreement prohibits each      
Pre-Offering Stockholder from selling or otherwise transferring shares of Common
Stock held immediately before the Offering (collectively, "Pre-Offering Stock") 
as follows: (i) in the first two years after the Offering, no Pre-Offering      
Stockholder may sell any of his or her Pre-Offering Stock except in a public    
offering; (ii) in the third, fourth and fifth years after the Offering, each    
Pre-Offering Stockholder will be able to sell up to an aggregate of 50% of his  
or her Pre-Offering Stock, less any shares previously sold in public offerings; 
(iii) in the sixth and seventh years after the Offering, each Pre-Offering      
Stockholder will be able to sell up to an aggregate of an additional 20% of his 
or her Pre-Offering Stock; and (iv) thereafter, each Pre-Offering Stockholder   
will be able to sell, in any 12-month period, an amount equal to the greater of 
(A) 10% of his or her Pre-Offering Stock or (B) one-third of the Pre-Offering   
Stock held by him or her at the end of the seventh year after the Offering. Upon
the death or retirement for disability of any Pre-Offering Stockholder in       
accordance with the Company's policies, the foregoing restrictions will         
terminate with respect to his or her Pre-Offering Stock. The Board of Directors 
will have the discretion to waive any of the restrictions imposed by the Stock  
Restriction Agreement.                                                          

 Under the terms of the Stock Restriction Agreement, if any Pre-Offering
Stockholder shall leave the Company (other than for death or retirement for     
disability in accordance with the Company's policies), the Company (i) will have
the right until the second anniversary of the Offering to repurchase up to 85%  
of his or her Pre-Offering Stock, (ii) will have the right after the second     
anniversary of the Offering until the fifth anniversary of the Offering to      
repurchase up to 50% of his or her Pre-Offering Stock, and (iii) will have the  
right after the fifth anniversary of the Offering to repurchase all of the      
Pre-Offering Stock that the Pre-Offering Stockholder shall not have already     
become entitled to sell. The purchase price will be equal to 70% of the fair    
market value of the repurchased stock, or, if the Pre-Offering Stockholder shall
compete with the Company, 40% of such fair market value. The purchase price will
be payable in three equal annual installments. The Stock Restriction Agreement  
will terminate ten years after the Offering or earlier with the approval of the 
Board of Directors of the Company.                                              

PAYMENTS TO AFFILIATED PARTIES                                                  

     The Company has made payments to Dr. Fisher, a director of the Company, and
Steven C. Salop, a former director of the Company, for their services as Outside
Experts, including for consulting services to clients and for the generation of 
engagements for the Company. Each of Drs. Fisher and Salop also holds more than 
five percent of the Common Stock of the Company outstanding before the Offering.
In fiscal 1995, fiscal 1996 and fiscal 1997, the Company paid Dr. Fisher an     
aggregate of $459,673, $202,107 and $167,357, respectively. In fiscal 1995,     
fiscal 1996 and fiscal 1997, the Company paid Dr. Salop an aggregate of         
$545,658, $806,855 and $766,114, respectively. The foregoing amounts include    
payments made to companies wholly owned by the respective Outside Experts.      

    In fiscal 1997, the Company paid Dr. Moriarty, a director and five percent
stockholder of the Company, an aggregate of $60,000 for consulting services. In 
addition, the Company has made certain office space and support services        
available to Cubex Inc., a company wholly owned by Dr. Moriarty. The portion of 
the Company's expenses, including rent, labor costs and insurance, allocable to 
the resources made available to Cubex Inc., net of reimbursements, was $22,436, 
$55,275 and $69,310 in fiscal 1995, fiscal 1996 and fiscal 1997, respectively.  

SALE OF STOCK                                                                   

     In August 1997, the Company sold 26,000 shares of Common Stock to Laurel E.
Morrison, the Chief Financial Officer, Vice President, Finance and              
Administration, and Treasurer of the Company, at a purchase price of            
approximately $2.71 per share, which represented the fair market value per share
at that time, as determined by the Company's Board of Directors. Ms. Morrison   
paid $24,000 at the time of purchase and the remainder of the purchase price is 
payable in five annual installments as set forth in the stock purchase          
agreement.                                                                      

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REPURCHASE OF STOCK                                                             

 In May 1995, the Company repurchased 59,800 shares of Common Stock from
each of Dr. Fisher and Alan R. Willens, a former director of the Company, in    
each case for a purchase price equal to the sum of (i) $33,695, payable in three
equal annual installments, (ii) an amount, payable in five annual installments, 
equal to his pro rata portion of 25% of the Company's earnings before bonuses,  
supplemental compensation and amortization of goodwill for each of fiscal 1995, 
fiscal 1996, fiscal 1997, fiscal 1998 and fiscal 1999, of which the Company had 
paid $36,797 as of February 20, 1998, and (iii) $2,020, paid in April 1996.     

SUPPLEMENTAL COMPENSATION PROGRAM                                               

Pursuant to the Company's supplemental compensation bonus program, the
Company paid each of Drs. Fisher and Salop $100,000 in each of fiscal 1995,     
fiscal 1996 and fiscal 1997 and paid Dr. Moriarty $50,000 in each of those      
years. Payments under this bonus program were discretionary and were based      
primarily on the Company's cash flows. The Company does not intend to make      
additional payments under this bonus program after fiscal 1997.                 

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of February 20, 1998, and 
as adjusted to reflect the sale by the Company and the Selling Stockholders of  
the shares of Common Stock offered by this Prospectus by (i) each person known  
by the Company to be the beneficial owner of more than five percent of the      
Common Stock, (ii) each of the Company's directors, (iii) each of the Company's 
executive officers, (iv) all directors and executive officers of the Company as 
a group and (v) each Selling Stockholder.                                       

                                                        [Enlarge/Download Table]

                                           SHARES BENEFICIALLY OWNED              SHARES TO BE BENEFICIALLY 
                                             PRIOR TO OFFERING(1)     NUMBER OF    OWNED AFTER OFFERING(1)  
                                           -------------------------  SHARES TO   --------------------------
                  NAME                       NUMBER      PERCENT(2)   BE OFFERED    NUMBER       PERCENT(3) 
                  ----                     ----------    -----------  ----------  -----------   ------------
                                                                                                            
5% STOCKHOLDERS, DIRECTORS AND                                                                              
  EXECUTIVE OFFICERS:                                                                                       
Franklin M. Fisher(4)(5).................    653,588        10.0%       73,294       580,294         7.2%   
James C. Burrows(4)......................    620,256         9.5            --       620,256         7.7    
Steven C. Salop(4)(6)....................    585,000         9.0        52,000       533,000         6.6    
Firoze E. Katrak(4)(7)...................    438,100         6.7        49,128       388,972         4.8    
Rowland T. Moriarty(4)(8)................    410,800         6.3        41,080       369,720         4.6    
William B. Burnett(9)....................    312,000         4.8        31,200       280,800         3.5    
Carl Kaysen(10)..........................     67,600         1.0         7,582        60,018       *        
Laurel E. Morrison.......................     26,000        *               --        26,000       *        
All directors and executive officers as a                                                                   
  group (7 persons)(11)..................  2,528,344        38.8%      202,284     2,326,060        28.8%   
OTHER SELLING STOCKHOLDERS(12):                                                                             
Richard S. Ruback........................    312,000         4.8%       31,200       280,800         3.5%   
Jagdish C. Agarwal.......................    208,000         3.2        23,325       184,675         2.3    
Thomas R. Overstreet.....................    208,000         3.2        23,325       184,675         2.3    
Alan R. Willens..........................    188,188         2.9        21,104       167,084         2.1    
Stanley M. Besen.........................    182,000         2.8        20,409       161,591         2.0    
Michael A. Kemp..........................    182,000         2.8        20,409       161,591         2.0    
Bridger M. Mitchell......................    182,000         2.8        20,409       161,591         2.0    
Deloris R. Wright........................    182,000         2.8        20,409       161,591         2.0    
Raju Patel(13)...........................    130,000         2.0        14,578       115,422         1.4    
Daniel Brand.............................    119,600         1.8        13,412       106,188         1.3    
Steven R. Brenner........................    119,600         1.8        13,412       106,188         1.3    
George C. Eads...........................    119,600         1.8        13,412       106,188         1.3    
W. David Montgomery......................    119,600         1.8        13,412       106,188         1.3    
Gary L. Roberts..........................    119,600         1.8        13,412       106,188         1.3    
Louis L. Wilde...........................    119,600         1.8        13,412       106,188         1.3    
Stephen H. Kalos.........................    104,000         1.6        11,663        92,337         1.1    
Arnold J. Lowenstein.....................    104,000         1.6        11,663        92,337         1.1    
C. Christopher Maxwell...................    104,000         1.6        11,663        92,337         1.1    
Robert M. Spann..........................    104,000         1.6        11,663        92,337         1.1    
John R. Woodbury.........................    104,000         1.6        11,663        92,337         1.1    
Monica G. Noether........................     98,800         1.5        11,079        87,721         1.1    
Robert J. Larner and Anne M. Larner......     89,700         1.4        10,059        79,641       *        
Joen E. Greenwood........................     88,608         1.4         9,937        78,671       *        
William R. Hughes........................     78,000         1.2         8,748        69,252       *        
Gregory K. Bell..........................     65,000        *            3,900        61,100       *        
Paul R. Milgrom..........................     52,000        *            5,200        46,800       *        
Douglas R. Bohi..........................     26,000        *            2,916        23,084       *        

---------------                                                                 

* Less than one percent.                                                        

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(1)  The persons named in this table have sole voting and investment power with 
    respect to the shares listed, except as otherwise indicated. The inclusion
    of shares listed as beneficially owned does not constitute an admission of
  beneficial ownership. The description of shares owned after the Offering
    assumes none of the listed stockholders will purchase additional shares in
the Offering.                                                         

(2)  The total number of shares of Common Stock outstanding as of February 20,  
1998 was 6,519,240.                                                   

(3)  The number of shares of Common Stock deemed outstanding after the Offering 
includes the additional 1,562,500 shares being offered by the Company 
hereby.                                                               

(4)  The address for Drs. Fisher, Burrows, Katrak and Moriarty is in care of the
     Company, 200 Clarendon Street, Boston, Massachusetts 02116, and the address
    for Dr. Salop is in care of the Company, Suite 700, 600 13th Street, N.W.,
Washington, D.C. 20005.                                               

(5)  Dr. Fisher is Chairman of the Board of Directors of the Company.           

(6)  Dr. Salop is an Outside Expert.                                            

(7)  Includes 130,000 shares of Common Stock held by Raju Patel, as to which Ms.
   Patel has sole investment power and Dr. Katrak has sole voting power. Dr.
Katrak is a Vice President and director of the Company. The number of 
    shares to be offered by Dr. Katrak consists of 34,550 shares to be offered
by Dr. Katrak and 14,578 shares to be offered by Raju Patel.          

(8)  Dr. Moriarty is Vice Chairman of the Board of Directors of the Company and 
Chairman of the Board of Managers and a member of NeuCo.              

(9)  Mr. Burnett is a Vice President and director of the Company.               

(10) Dr. Kaysen is a director of the Company.                                   

(11) See notes 5, 6 and 8 through 12.                                           

(12) With the following exceptions, the persons listed under "Other Selling     
   Stockholders" are employees of the Company: Richard S. Ruback and Paul R.
  Milgrom are Outside Experts; Alan R. Willens is a former director of the
Company; and Raju Patel is not an employee of the Company.            

(13) Represents shares of Common Stock as to which Ms. Patel has sole investment
power and Dr. Katrak has sole voting power.                           

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DESCRIPTION OF CAPITAL STOCK

   The authorized capital stock of the Company consists of 25,000,000 shares
of common stock, without par value (the "Common Stock"), and 1,000,000 shares of
preferred stock, without par value (the "Preferred Stock"). As of February 20,  
1998, there were 6,519,240 shares of Common Stock outstanding and held of record
by 36 stockholders, and no shares of Preferred Stock outstanding.               

COMMON STOCK                                                                    

   Holders of Common Stock are entitled to one vote per share for each share
held of record on all matters submitted to a vote of stockholders. Subject to   
preferences that may be applicable to the holders of outstanding Preferred      
Stock, if any, the holders of Common Stock are entitled to receive such lawful  
dividends as may be declared by the Board of Directors. In the event of a       
liquidation, dissolution or winding up of the affairs of the Company, whether   
voluntary or involuntary, and subject to the rights of the holders of           
outstanding Preferred Stock, if any, the holders of Common Stock will be        
entitled to receive pro rata all of the remaining assets of the Company         
available for distribution to its stockholders. The Common Stock has no         
preemptive, redemption, conversion or subscription rights. All outstanding      
shares of Common Stock are fully paid and non-assessable, except for certain    
installments not yet due and payable by certain stockholders of the Company. As 
of February 20, 1998, the aggregate amount of future installments receivable by 
the Company was $1.1 million. The shares of Common Stock to be issued by the    
Company in the Offering will be fully paid and non-assessable.                  

PREFERRED STOCK                                                                 

     The Board of Directors is authorized, subject to any limitations prescribed
by Massachusetts law, to provide for the issuance of Preferred Stock in one or  
more series, to establish from time to time the number of shares to be included 
in each series and to fix the preferences, voting powers, qualifications, and   
special or relative rights or privileges thereof. The Board of Directors is     
authorized to issue Preferred Stock with voting, conversion, and other rights   
and preferences that could adversely affect the voting power or other rights of 
the holders of Common Stock. Although the Company has no current plans to issue 
any Preferred Stock, the issuance of Preferred Stock or of rights to purchase   
Preferred Stock could have the effect of making it more difficult for a third   
party to acquire, or of discouraging a third party from attempting to acquire, a
majority of the outstanding voting stock of the Company.                        

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE COMPANY'S AMENDED AND RESTATED       
ARTICLES OF ORGANIZATION AND AMENDED AND RESTATED BY-LAWS AND OF MASSACHUSETTS  
LAW                                                                             

The Company's Amended and Restated Articles of Organization (the      
"Articles") and Amended and Restated By-Laws (the "By-Laws") and Massachusetts  
law contain certain provisions that could be deemed to have anti-takeover       
effects and that could discourage, delay or prevent a change in control of the  
Company or an acquisition of the Company at a price which many stockholders may 
find attractive. These provisions may also discourage proxy contests and make it
more difficult for stockholders of the Company to effect certain corporate      
actions, including the election of directors. The existence of these provisions 
could limit the price that investors might be willing to pay in the future for  
shares of Common Stock.                                                         

Articles and By-Laws                                                        

The By-Laws provide that nominations for directors may not be made by 
stockholders at any annual or special meeting thereof unless the stockholder    
intending to make a nomination notifies the Company of the nomination a         
specified number of days in advance of the meeting and furnishes to the Company 
certain information regarding such stockholder and the intended nominee. The    
By-Laws also require advance notice of any proposal to be brought by a          
stockholder before any annual or special meeting of stockholders and the        
provision of certain information to the Company regarding such stockholder and  
others known to support the proposal and any material interest they may have in 
the proposal.                                                                   

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   The By-Laws require the Company to call a special meeting of stockholders
only at the request of stockholders holding at least 40% of the voting power of 
the Company. The provisions in the By-Laws pertaining to stockholders and       
directors (including the provisions described above pertaining to nominations   
and the presentation of business before a meeting of the stockholders) may not  
be amended and no provision inconsistent therewith may be adopted without the   
approval of either the Board of Directors or the holders of at least 80% of the 
voting power of the Company.                                                    

    The Articles provide that certain transactions, such as the sale, lease or
exchange of all or substantially all of the Company's property and assets and   
the merger or consolidation of the Company into or with any other corporation,  
may be authorized by the approval of the holders of a majority of the shares of 
each class of stock entitled to vote thereon, rather than by two-thirds as      
otherwise provided by statute, provided that the transaction has been authorized
by a majority of the members of the Board of Directors and the requirements of  
any other applicable provisions of the Articles have been met.                  

    The Articles contain a "fair price" provision (the "Fair Price Provision")
that provides that certain Business Combinations with any Interested Stockholder
(as each such term is defined in the Fair Price Provision) may not be           
consummated without the approval of the holders of at least 80% of the voting   
power of the Company, unless approved by at least a majority of the             
Disinterested Directors (as defined in the Fair Price Provision) or unless      
certain minimum price and procedural requirements are met. A significant purpose
of the Fair Price Provision is to deter a purchaser from using two-tiered       
pricing and similar unfair or discriminatory tactics in an attempt to acquire   
control of the Company. The affirmative vote of the holders of 80% of the voting
power of the Company is required to amend or repeal the Fair Price Provision or 
adopt any provision inconsistent with it.                                       

Massachusetts Law                                                           

     Following the Offering, the Company expects that it will have more than 200
stockholders, as a result of which it will be subject to the provisions of      
Chapter 110F of the Massachusetts General Laws, an anti-takeover law. In        
general, this statute prohibits a publicly held Massachusetts corporation from  
engaging in a "business combination" with an "interested stockholder" for a     
period of three years after the date of the transaction in which the person     
becomes an interested stockholder, unless either (i) prior to that date, the    
Board of Directors approved either the business combination or the transaction  
in which the person became an interested stockholder, (ii) the interested       
stockholder acquires 90% of the outstanding voting stock of the corporation     
(excluding shares held by certain affiliates of the corporation) at the time it 
becomes an interested stockholder or (iii) the business combination is approved 
by the Board of Directors and by the holders of two-thirds of the outstanding   
voting stock of the corporation (excluding shares held by the interested        
stockholder) voting at a meeting. In general, an "interested stockholder" is a  
person who owns 5% (15% in the case of a person eligible to file a Schedule 13G 
under the Securities Act with respect to the Common Stock) or more of the       
outstanding voting stock of the corporation or who is an affiliate or associate 
of the corporation and was the owner of 5% (15% in the case of a person eligible
to file a Schedule 13G under the Securities Act with respect to the Common      
Stock) or more of the outstanding voting stock within the prior three years. A  
"business combination" includes mergers, consolidations, stock and asset sales, 
and other transactions with the interested stockholder resulting in a financial 
benefit (except proportionately as a stockholder of the corporation) to the     
interested stockholder. The Company may at any time amend its Articles or       
By-Laws to elect not to be governed by Chapter 110F by a vote of the holders of 
a majority of its voting stock. Such an amendment would not be effective for    
twelve months and would not apply to a business combination with any person who 
became an interested stockholder prior to the date of the amendment.            

  Upon the closing of the Offering, the Company will be subject to Section
50A of Chapter 156B of the Massachusetts General Laws, which requires that any  
publicly held Massachusetts corporation have a classified (staggered) Board of  
Directors unless the corporation opts out of the statute's coverage. The Company
has elected not to opt out of the statute's coverage. Section 50A requires that 
the classified board consist of three classes as nearly equal in size as        
possible and provides that directors may be removed only for cause, as defined  
in the statute. See "Management--Executive Officers and Directors."             

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The By-Laws include a provision that excludes the Company from the    
applicability of Chapter 110D of the Massachusetts General Laws, entitled       
"Regulation of Control Share Acquisitions." In general, this statute provides   
that any stockholder who acquires 20% or more of the outstanding voting stock of
a corporation subject to this statute may not vote that stock unless the        
disinterested stockholders of the corporation so authorize. In addition, Chapter
110D permits a corporation to provide in its articles of organization or by-laws
that the corporation may redeem (for fair value) all of the shares acquired in a
control share acquisition if the interested stockholder does not deliver a      
control share acquisition statement or if the interested stockholder delivers a 
control share acquisition statement but the stockholders of the corporation do  
not authorize voting rights for those shares. The Board of Directors may amend  
the By-Laws at any time to subject the Company to this statute prospectively.   

 Under Section 43 of Chapter 156B of the Massachusetts General Laws, any
action taken by written consent of the stockholders requires the unanimous      
written consent of the stockholders entitled to vote on the matter.             

LIMITATION OF LIABILITY                                                         

 The Company's Articles provide that no director of the Company shall be
personally liable to the Company or to its stockholders for monetary damages for
breach of fiduciary duty as a director, except that the limitation shall not    
eliminate or limit liability (i) for any breach of the director's duty of       
loyalty to the Company or its stockholders, (ii) for acts or omissions not in   
good faith or which involve intentional misconduct or a knowing violation of    
law, (iii) under Section 61 or 62 of Chapter 156B of the Massachusetts General  
Laws, dealing with liability for unauthorized distributions and loans to        
insiders, respectively, or (iv) for any transaction from which the director     
derived an improper personal benefit.                                           

    The Company's Articles and By-Laws further provide for the indemnification
of the Company's directors and officers to the fullest extent permitted by      
Section 67 of Chapter 156B of the Massachusetts General Laws, including         
circumstances in which indemnification is otherwise discretionary.              

A principal effect of these provisions is to limit or eliminate the   
potential liability of the Company's directors for monetary damages arising from
breaches of their duty of care, unless the breach involves one of the four      
exceptions described in (i) through (iv) above. These provisions may also shield
directors from liability under federal and state securities laws.               

STOCK TRANSFER AGENT                                                            

    The transfer agent and registrar for the Common Stock is Boston EquiServe,
L.P.                                                                            

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SHARES ELIGIBLE FOR FUTURE SALE 

     Upon the closing of the Offering, the Company will have 8,081,740 shares of
Common Stock outstanding. Of these shares, the 2,188,000 shares of Common Stock 
sold in the Offering will be freely tradeable in the public market without      
restriction under the Securities Act, unless they are purchased by an           
"affiliate" of the Company (as that term is defined in Rule 144 under the       
Securities Act ("Rule 144")), who would generally be able to sell such shares   
only in accordance with Rule 144. The remaining 5,893,740 shares will be        
"restricted securities" as defined in Rule 144 (the "Restricted Shares").       
Restricted securities generally may be sold in the public market only if they   
are registered under the Securities Act or sold in compliance with Rule 144. The
Restricted Shares are subject to lock-up agreements pursuant to which they may  
not be sold or transferred without the prior written consent of NationsBanc     
Montgomery Securities LLC for a period of 180 days after the date of this       
Prospectus. See "Underwriting." The Restricted Shares are also subject to the   
Stock Restriction Agreement, which prohibits the sale or other transfer of      
Restricted Shares without the consent of the Board of Directors for a period of 
two years after the Offering and imposes other restrictions on sale in          
subsequent years. See "Certain Transactions--Stock Restriction Agreement."      

SALES OF RESTRICTED SHARES                                                      

All of the Restricted Shares are subject to the lock-up agreements    
described below and, following the expiration of the lock-up period (or earlier 
with the consent of the Representatives in certain cases), approximately        
3,081,630 shares will be eligible for sale under Rule 144(k) and approximately  
an additional 2,447,880 shares will be eligible for sale subject to the         
restrictions of Rule 144.                                                       

   In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated), who has beneficially owned Restricted Shares for  
at least one year is entitled to sell, within any three-month period, a number  
of Restricted Shares that does not exceed the greater of (i) 1% of the          
then-outstanding number of shares of Common Stock (approximately 80,800 shares, 
based on the number of shares to be outstanding after the Offering) or (ii) the 
average weekly trading volume of the Common Stock in the public market during   
the four calendar weeks preceding the filing of the seller's Form 144, provided 
that certain requirements concerning the availability of public information     
concerning the Company, manner of sale and notice of sale are satisfied. A      
person who is not an affiliate of the Company, has not been an affiliate within 
three months prior to the sale and has beneficially owned the Restricted Shares 
for at least two years is entitled to sell those Restricted Shares under Rule   
144(k) without regard to the limitations described above. Rule 144 also provides
that affiliates of the Company who are selling shares of Common Stock that are  
not Restricted Shares must nonetheless comply with the same restrictions        
applicable to Restricted Shares with the exception of the holding-period        
requirement. The one-year and two-year holding periods described above do not   
begin to run until the full purchase price or other consideration is paid by the
person acquiring the Restricted Shares from the Company or an affiliate of the  
Company and, in certain cases, may include the holding period of a prior owner. 

  Rule 144A under the Securities Act permits current holders of Restricted
Shares to sell, subject to certain conditions, all or a portion of their shares 
to certain "qualified institutional buyers," as defined in Rule 144A.           

OPTIONS                                                                         

    Any employee or director of or consultant to the Company who, prior to the
effective date of the registration statement of which this Prospectus forms a   
part, was granted options to purchase shares of Common Stock pursuant to Rule   
701 will be entitled to rely on the resale provision of Rule 701 with respect to
shares of Common Stock acquired upon exercise of such options ("Rule 701        
Shares"). This resale provision permits non-affiliates to sell Rule 701 Shares  
without having to comply with the public information, holding-period,           
volume-limitation or notice requirements of Rule 144 and permits affiliates to  
sell Rule 701 Shares without having to comply with the holding-period           
requirement of Rule 144, in each case commencing 90 days after such effective   
date.                                                                           

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As soon as practicable after the date of this Prospectus, the Company 
intends to file registration statements on Form S-8 under the Securities Act to 
register all shares of Common Stock issuable under the Option Plan and the Stock
Purchase Plan. See "Management--Benefit Plans." The Company expects that those  
registration statements will become effective immediately upon filing. Shares   
covered by either registration statement will be eligible for sale in the public
market after the effective date of the applicable registration statement,       
subject to Rule 144 limitations applicable to affiliates and to the lock-up     
agreements described below, if applicable.                                      

LOCK-UP AGREEMENTS; STOCK RESTRICTION AGREEMENT                                 

    The directors and executive officers of the Company and the holders of the
Restricted Shares have agreed that, subject to certain exceptions, for a period 
of 180 days after the date of this Prospectus, they will not, without the prior 
written consent of NationsBanc Montgomery Securities LLC, directly or           
indirectly, sell, offer, contract or grant any option to sell, pledge, transfer,
establish an open put equivalent position or otherwise dispose of any shares of 
Common Stock, options or warrants to acquire shares of Common Stock or          
securities exchangeable or exercisable for or convertible into shares of Common 
Stock. See "Underwriting." In addition to the foregoing lock-up agreements, each
existing stockholder of the Company has agreed that he or she will not sell or  
otherwise transfer any Restricted Shares without the consent of the Board of    
Directors for a period of two years after the Offering except in a public       
offering. In subsequent years, holders of Restricted Shares will be entitled to 
sell limited portions of their Restricted Shares as described in "Certain       
Transactions--Stock Restriction Agreement." The Board of Directors may consent  
to the sale or transfer of any or all of the Restricted Shares at any time,     
subject to the restrictions of the lock-up agreements.                          

EFFECT OF SALES OF SHARES                                                       

     Prior to the Offering, there has been no public market for the Common Stock
of the Company. No prediction can be made as to the effect, if any, that sales  
of shares of Common Stock in the public market, or the perception that such     
sales could occur, will have on the market price of the Common Stock prevailing 
from time to time. Sales of substantial numbers of shares of Common Stock in the
public market could materially adversely affect the market price of the Common  
Stock and could impair the Company's ability to raise capital through a sale of 
its equity securities. See "Risk Factors--Shares Eligible for Future Sale;      
Possible Adverse Effect on Market Price."                                       

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UNDERWRITING

The Underwriters named below (the "Underwriters"), represented by     
NationsBanc Montgomery Securities LLC and William Blair & Company, L.L.C. (the  
"Representatives"), have severally agreed, subject to the terms and conditions  
set forth in the Underwriting Agreement, to purchase from the Company and the   
Selling Stockholders the aggregate number of shares of Common Stock indicated   
below opposite their respective names at the initial public offering price less 
the underwriting discount set forth on the cover page of this Prospectus. The   
Underwriting Agreement provides that the obligations of the Underwriters are    
subject to certain conditions precedent and that the Underwriters are committed 
to purchase all of the shares of Common Stock if they purchase any.             

                                                                [Download Table]

                                                              NUMBER OF
                        UNDERWRITERS                           SHARES  
                        ------------                          ---------
                                                                       
NationsBanc Montgomery Securities LLC.......................           
William Blair & Company, L.L.C..............................           
                                                              ---------
          Total.............................................  2,188,000
                                                              =========

   The Representatives have advised the Company and the Selling Stockholders
that the Underwriters propose initially to offer the Common Stock to the public 
on the terms set forth on the cover page of this Prospectus. The Underwriters   
may allow selected dealers a concession of not more than $          per share;  
and the Underwriters may allow, and such dealers may reallow, a concession of   
not more than $          per share to certain other dealers. After the Offering,
the offering price and other selling terms may be changed by the                
Representatives. The Common Stock is offered subject to receipt and acceptance  
by the Underwriters and to certain other conditions, including the right to     
reject orders in whole or in part.                                              

The Company and the Selling Stockholders have granted an option to the
Underwriters, exercisable during the 30-day period after the date of this       
Prospectus, to purchase up to a maximum of 328,200 additional shares of Common  
Stock in the aggregate to cover over-allotments, if any, at the same price per  
share as the initial shares to be purchased by the Underwriters. To the extent  
the Underwriters exercise this option, each of the Underwriters will be         
committed, subject to certain conditions, to purchase such additional shares in 
approximately the same proportion as set forth in the above table. The          
Underwriters may purchase such shares only to cover over-allotments made in     
connection with the Offering.                                                   

The Underwriting Agreement provides that the Company and the Selling  
Stockholders will indemnify the several Underwriters against certain            
liabilities, including civil liabilities under the Securities Act, or will      
contribute to payments the Underwriters may be required to make in respect      
thereof.                                                                        

   At the request of the Company, the Underwriters have reserved for sale to
certain employees of the Company and certain other persons, at the initial      
public offering price, up to 109,400 of the shares of Common Stock offered      
hereby. The number of shares available for sale to the general public will be   
reduced to the extent such persons purchase such reserved shares. Any reserved  
shares not so purchased will be offered by the Underwriters to the general      
public on the same basis as the other shares offered hereby.                    

All of the Company's stockholders have agreed that, subject to certain
exceptions, for a period of 180 days after the date of this Prospectus, they    
will not, without the prior written consent of NationsBanc Montgomery Securities
LLC, directly or indirectly, sell, offer, contract or grant any option to sell, 
pledge, transfer, establish an open put equivalent position or otherwise dispose
of any shares of Common Stock, options or warrants to acquire shares of Common  
Stock or securities exchangeable or exercisable for or convertible into shares  
of Common Stock. In addition, subject to certain exceptions, the Company has    
agreed that, for a period of 180 days after the date of this Prospectus, it will
not, without the prior written consent of NationsBanc Montgomery Securities LLC,
directly or indirectly, sell, offer, contract or grant any option to sell,      
pledge, transfer, establish an open put equivalent position or otherwise dispose
of any shares of Common Stock, options or warrants to acquire shares of Common  
Stock, or securities exchangeable or exercisable for or convertible into shares 
of Common Stock.                                                                

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The Underwriters are permitted to engage in certain transactions that 
stabilize the price of the Common Stock. Such transactions consist of bids or   
purchases for the purpose of pegging, fixing or maintaining the price of the    
Common Stock. If the Underwriters create a short position in the Common Stock in
connection with the Offering, i.e., if they sell more shares of Common Stock    
than are set forth on the cover page of this Prospectus, the Underwriters may   
reduce that short position by purchasing Common Stock in the open market. The   
Underwriters may also elect to reduce any short position by exercising all or   
part of the over-allotment option described above. In addition, the             
Representatives may impose "penalty bids" under contractual arrangements with   
the Underwriters whereby they may reclaim from an Underwriter (or dealer        
participating in the Offering) for the account of the other Underwriters, the   
selling concession with respect to the Common Stock that is distributed in the  
Offering but subsequently purchased for the account of the Underwriters in the  
open market.                                                                    

   In general, purchases of Common Stock for the purpose of stabilization or
to reduce a short position could cause the price of the Common Stock to be      
higher than it might be in the absence of such purchases. None of the Company,  
the Selling Stockholders and the Underwriters makes any representation or       
predictions as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Common Stock. In addition, none of 
the Company, the Selling Stockholders and the Underwriters makes any            
representation that the Representatives will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.     

    The Representatives have informed the Company and the Selling Stockholders
that the Underwriters do not expect to make sales of Common Stock offered by    
this Prospectus to accounts over which they exercise discretionary authority in 
excess of 5% of the number of shares of Common Stock offered hereby.            

Prior to the Offering, there has been no public market for the Common 
Stock. Consequently, the initial public offering price will be determined by    
negotiations among the Company, the Selling Stockholders and the                
Representatives. Among the factors to be considered in such negotiations will be
the history of, and the prospects for, the Company and the industry in which it 
competes, an assessment of the Company's management, its past and present       
earnings and the trend of such earnings, the prospects for future earnings of   
the Company, the present state of the Company's business, the general condition 
of the securities markets at the time of the Offering and the market prices of  
publicly traded stock of comparable companies in recent periods.                

LEGAL MATTERS 

  The validity of the shares of Common Stock offered hereby will be passed
upon for the Company and the Selling Stockholders by Foley, Hoag & Eliot LLP,   
Boston, Massachusetts. Certain legal matters will be passed upon for the        
Underwriters by Hale and Dorr LLP, Boston, Massachusetts.                       

EXPERTS 

   The consolidated financial statements of the Company at November 30, 1996
and November 29, 1997, and for each of the fiscal years in the three-year period
ended November 29, 1997, appearing in this Prospectus and Registration Statement
have been audited by Ernst & Young LLP, independent auditors, as set forth in   
their reports thereon appearing herein and in the Registration Statement and are
included in reliance upon such reports given upon the authority of such firm as 
experts in accounting and auditing.                                             

CHANGE IN INDEPENDENT AUDITORS

     On January 29, 1998, the Board of Directors, upon the recommendation of the
Audit Committee, authorized the Company to retain Ernst & Young LLP as its      
independent auditors and dismissed the Company's former independent auditors.   
The consolidated financial statements of the Company at November 30, 1996 and   
November 29, 1997, and for each of the fiscal years in the three-year period    
ended November 29, 1997, appearing elsewhere in this Prospectus, were audited by
Ernst & Young LLP and its                                                       

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report is included herein. The report of the Company's former independent       
auditors on the financial statements of the Company at November 30, 1996 and for
each of the fiscal years in the two-year period ended November 30, 1996         
contained no adverse opinion or disclaimer of opinion and was not qualified or  
modified as to uncertainty, audit scope or application of accounting principles.
During the fiscal years in the three-year period ended November 29, 1997 and the
subsequent interim period up to and including the date of dismissal, the Company
had no disagreements with its former independent auditors on any matter of      
accounting principles or practices, financial statement disclosure, or auditing 
scope or procedure related to the financial statements on which the former      
independent auditors reported, which, if not resolved to the satisfaction of the
former independent auditors, would have caused it to make reference to the      
subject matter of the disagreement in connection with its report. The Company   
did not consult with Ernst & Young LLP during fiscal 1996, fiscal 1997 or any   
subsequent period prior to retaining Ernst & Young LLP regarding the application
of accounting principles to any transaction or the type of audit opinion that   
might be rendered on the Company's financial statements.                        

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (including all amendments    
thereto, the "Registration Statement") under the Securities Act with respect to 
the Common Stock offered hereby. This Prospectus does not contain all of the    
information set forth in the Registration Statement and the exhibits and        
schedules thereto. For further information with respect to the Company and the  
Common Stock, reference is made to the Registration Statement and the exhibits  
and schedules filed as a part thereof. Statements contained in this Prospectus  
as to the contents of any contract or any other document referred to contain the
information required to be disclosed in this Prospectus pursuant to the         
Securities Act and the rules and regulations thereunder, and, in each instance, 
if the contract or document is filed as an exhibit, reference is made to the    
copy of the contract or document filed as an exhibit to the Registration        
Statement. Each such statement is qualified in all respects by reference to the 
exhibit. The Registration Statement, including the exhibits and schedules       
thereto, may be inspected and copied at the public reference facilities         
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,   
N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission at   
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade  
Center, Thirteenth Floor, New York, New York 10048. Copies may also be obtained 
from the Public Reference Section of the Commission at Room 1024, Judiciary     
Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. The  
Commission also maintains a Web site at http://www.sec.gov that contains        
reports, proxy and information statements and other information regarding       
registrants, such as the Company, that make electronic filings with the         
Commission.                                                                     

The Company intends to furnish its stockholders with annual reports   
containing audited financial statements and a report thereon provided by        
independent certified public accountants, and to make available to its          
stockholders quarterly reports containing unaudited financial information for   
the first three quarters of each fiscal year.                                   

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CHARLES RIVER ASSOCIATES INCORPORATED 

CONSOLIDATED FINANCIAL STATEMENTS 

Fiscal years ended November 29, 1997, 
November 30, 1996 and November 25, 1995 

Quarters ended February 20, 1998

and February 21, 1997 (Unaudited) 

CONTENTS

                                                                [Download Table]
                                                                 
Report of Independent Auditors..............................  F-2
Consolidated Balance Sheets.................................  F-3
Consolidated Statements of Income...........................  F-4
Consolidated Statements of Stockholders' Equity.............  F-5
Consolidated Statements of Cash Flows.......................  F-6
Notes to Consolidated Financial Statements..................  F-7

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REPORT OF INDEPENDENT AUDITORS

Board of Directors                                                              
CHARLES RIVER ASSOCIATES INCORPORATED                                           

We have audited the accompanying consolidated balance sheets of Charles River   
Associates Incorporated (the "Company") as of November 29, 1997 and November 30,
1996, and the related consolidated statements of income, stockholders' equity,  
and cash flows for each of the three years in the period ended November 29,     
1997. These financial statements are the responsibility of the Company's        
management. Our responsibility is to express an opinion on these financial      
statements based on our audits.                                                 

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the consolidated financial position of Charles River     
Associates Incorporated as of November 29, 1997 and November 30, 1996, and the  
consolidated results of its operations and its cash flows for each of the three 
years in the period ended November 29, 1997, in conformity with generally       
accepted accounting principles.                                                 

                         /s/ ERNST & YOUNG LLP

Boston, Massachusetts                                                           

February 25, 1998                                                               

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CHARLES RIVER ASSOCIATES INCORPORATED 

CONSOLIDATED BALANCE SHEETS 

(IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                                          PRO FORMA  
                                              NOVEMBER 30,  NOVEMBER 29,  FEBRUARY 20,   FEBRUARY 20,
                                                  1996          1997          1998           1998    
                                              ------------  ------------  ------------   ------------
                                                                                  (UNAUDITED)        
                                                                                                     
ASSETS                                                                                               
Current assets:                                                                                      
  Cash and cash equivalents.................    $ 1,434       $ 2,054       $ 6,988        $   485   
  Accounts receivable, net of allowances of                                                          
     $578 in 1996 and $394 in 1997 and $430                                                          
     in 1998 for doubtful accounts..........      7,361        10,140         7,653          7,653   
  Unbilled services.........................      4,856         4,731         5,216          5,216   
  Prepaid expenses..........................        224           280           476            476   
                                                -------       -------       -------        -------   
Total current assets........................     13,875        17,205        20,333         13,830   
Property and equipment, net.................      1,321         2,890         2,897          2,897   
Other assets................................        272           340           598            598   
                                                -------       -------       -------        -------   
Total assets................................    $15,468       $20,435       $23,828        $17,325   
                                                =======       =======       =======        =======   
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                 
Current liabilities:                                                                                 
  Accounts payable..........................    $   925       $   902       $ 1,244        $ 1,244   
  Accrued expenses..........................      4,265         5,729         8,495          8,495   
  Deferred revenue..........................        636           225           250            250   
  Current portions of notes payable to                                                               
     former stockholders and capital lease                                                           
     obligations............................        262           325           323            323   
  Dividends payable.........................        800         1,764           260            260   
  Deferred income taxes.....................        433           528           203          1,422   
                                                -------       -------       -------        -------   
Total current liabilities...................      7,321         9,473        10,775         11,994   
Notes payable to former stockholders, net of                                                         
  current portion...........................        428           707           707            707   
Capital lease obligations, net of current                                                            
  portion...................................        122            74            66             66   
Deferred rent...............................      1,395         1,302         1,467          1,467   
Minority interest...........................         --           343           291            291   
Commitments and contingencies                                                                        
Stockholders' equity:                                                                                
  Common Stock (voting); no par value;                                                               
     25,000,000 shares authorized; 6,228,040                                                         
     shares in 1996 and 6,519,240 shares in                                                          
     1997 and 1998 issued...................        902         1,977         1,977          1,977   
  Retained earnings.........................      5,989         7,770         9,645          1,923   
                                                -------       -------       -------        -------   
                                                  6,891         9,747        11,622          3,900   
Notes receivable from stockholders..........       (660)       (1,211)       (1,100)        (1,100)  
Treasury stock (15,600 shares in 1996, at                                                            
  cost).....................................        (29)           --            --             --   
                                                -------       -------       -------        -------   
Total stockholders' equity..................      6,202         8,536        10,522          2,800   
                                                -------       -------       -------        -------   
Total liabilities and stockholders'                                                                  
  equity....................................    $15,468       $20,435       $23,328        $17,325   
                                                =======       =======       =======        =======   

See accompanying notes. 
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CHARLES RIVER ASSOCIATES INCORPORATED 

CONSOLIDATED STATEMENTS OF INCOME 

(IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                    YEARS ENDED                         QUARTER ENDED       
                                     ------------------------------------------  ---------------------------
                                     NOVEMBER 25,   NOVEMBER 30,   NOVEMBER 29,  FEBRUARY 21,   FEBRUARY 20,
                                         1995           1996           1997          1997           1998    
                                     ------------   ------------   ------------  ------------   ------------
                                                     (53 WEEKS)                          (UNAUDITED)        
                                                                                                            
Revenues............................    $31,839         $37,367       $44,805       $ 9,648        $11,137  
Costs of services...................     19,760         23,370         28,374         6,106          6,486  
Supplemental compensation...........      1,212          1,200          1,233           280             --  
                                        -------        -------        -------       -------        -------  
Gross profit........................     10,867         12,797         15,198         3,262          4,651  
General and administrative..........      8,397          9,060         10,509         2,134          2,754  
                                        -------        -------        -------       -------        -------  
Income from operations..............      2,470          3,737          4,689         1,128          1,897  
Interest income, net................        118            124            302             9             46  
                                        -------        -------        -------       -------        -------  
Income before provision for income                                                                          
  taxes and minority interest.......      2,588          3,861          4,991         1,137          1,943  
Provision for income taxes..........       (174)          (273)          (306)          (76)          (120) 
                                        -------        -------        -------       -------        -------  
Net income before minority                                                                                  
  interest..........................      2,414          3,588          4,685         1,061          1,823  
Minority interest...................         --             --            282            --             52  
                                        -------        -------        -------       -------        -------  
Net income..........................    $ 2,414        $ 3,588        $ 4,967       $ 1,061        $ 1,875  
                                        =======        =======        =======       =======        =======  
Basic and diluted net income per                                                                            
  share.............................      $0.40          $0.59          $0.78         $0.17          $0.29  
                                        =======        =======        =======       =======        =======  
Weighted average number of common                                                                           
  shares............................  5,987,384      6,091,384      6,355,873     6,212,440      6,519,240  
                                      =========      =========      =========     =========      =========  
Pro forma income data (unaudited):                                                                          
  Net income as reported............                                  $ 4,967                       $1,875  
  Pro forma adjustment..............                                   (1,833)                        (694) 
                                                                      -------                       ------  
  Pro forma net income..............                                  $ 3,134                       $1,181  
                                                                      =======                       ======  
  Pro forma net income per share....                                    $0.48                        $0.18  
                                                                        =====                        =====  
  Weighted average number of common                                                                         
     shares.........................                                6,505,873                    6,669,240  
                                                                    =========                    =========  

See accompanying notes. 
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CHARLES RIVER ASSOCIATES INCORPORATED 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
(IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                COMMON STOCK                                                    
                                        ------------------------------------------------------------                            
                                              CLASS A              CLASS B           SINGLE CLASS                               
                                        -------------------   -----------------   ------------------   ADDITIONAL               
                                          SHARES               SHARES              SHARES               PAID-IN    RETAINED     
                                          ISSUED     AMOUNT    ISSUED    AMOUNT    ISSUED     AMOUNT    CAPITAL    EARNINGS     
                                        ----------   ------   --------   ------   ---------   ------   ----------  --------     
                                                                                                                                
BALANCE AT NOVEMBER 26, 1994...........  5,598,840    $325     490,360    $46            --      --       $ 82      $2,280      
 Net income............................                                                                              2,414      
 Issuance of Class A Common Stock......     36,400      51                                                                      
 Purchase of treasury stock............                                                                                         
 Sale of treasury stock................                                                                    (14)                 
 Retirement of treasury stock..........                       (128,960)   (12)                             (24)                 
 Conversion to single class of common                                                                                           
   stock............................... (5,635,240)   (376)   (361,400)   (34)    5,996,640   $ 410                             
 Distributions to stockholders.........                                                                               (778)     
 Collection on notes receivable........                                                                                         
                                        ----------    ----    --------    ---     ---------   ------      ----      ------      
BALANCE AT NOVEMBER 25, 1995...........         --      --          --     --     5,996,640     410         44       3,916      
 Net income (53 weeks).................                                                                              3,588      
 Issuance of Common Stock..............                                             257,400     495                             
 Purchase of treasury stock............                                                                    (22)                 
 Sale of treasury stock................                                                                     87                  
 Adjustments to purchase price of                                                                                               
   treasury stock......................                                                                    (93)        (19)     
 Retirement of treasury stock..........                                             (26,000)     (3)       (16)                 
 Distributions to stockholders.........                                                                             (1,496)     
 Collection on notes receivable........                                                                                         
                                        ----------    ----    --------    ---     ---------   ------      ----      ------      
BALANCE AT NOVEMBER 30, 1996...........         --      --          --     --     6,228,040     902         --       5,989      
 Net income............................                                                                              4,967      
 Issuance of Common Stock..............                                             400,400   1,085                             
 Distributions to stockholders.........                                                                             (2,600)     
 Collection on notes receivable from                                                                                            
   stockholders........................                                                                                         
 Purchase of treasury stock............                                                                                         
 Adjustment to purchase price of                                                                                                
   treasury stock......................                                                                               (220)     
 Sale of treasury stock................                                                                                         
 Retirement of treasury stock..........                                            (109,200)    (10)                  (366)     
 Accrued interest on notes receivable                                                                                           
   from stockholders...................                                                                                         
                                        ----------    ----    --------    ---     ---------   ------      ----      ------      
BALANCE AT NOVEMBER 29, 1997...........         --      --          --     --     6,519,240   1,977         --       7,770      
 Net income............................                                                                              1,875      
 Collection on notes receivable from                                                                                            
   stockholders........................                                                                                         
                                        ----------    ----    --------    ---     ---------   ------      ----      ------      
BALANCE AT FEBRUARY 20, 1998                                                                                                    
 (UNAUDITED)...........................         --      --          --     --     6,519,240   $1,977        --      $9,645      
                                        ==========    ====    ========    ===     =========   ======      ====      ======      


                                                                            TREASURY STOCK                                      
                                                     ------------------------------------------------------------               
                                                          CLASS A              CLASS B            SINGLE CLASS                  
                                                     ------------------   ------------------   ------------------      TOTAL    
                                          NOTES                                                                    STOCKHOLDERS'
                                        RECEIVABLE    SHARES    AMOUNT     SHARES    AMOUNT     SHARES    AMOUNT      EQUITY    
                                        ----------   --------   -------   --------   -------   --------   -------  -------------
                                                                                                                                
BALANCE AT NOVEMBER 26, 1994...........        --          --       --    (128,960)   $(36)          --       --      $ 2,697   
 Net income............................                                                                                 2,414   
 Issuance of Class A Common Stock......                                                                                    51   
 Purchase of treasury stock............              (119,600)   $(182)                                                  (182)  
 Sale of treasury stock................  $  (110)     119,600      182                                                     58   
 Retirement of treasury stock..........                                    128,960      36                                 --   
 Conversion to single class of common                                                                                           
   stock...............................                                                                                    --   
 Distributions to stockholders.........                                                                                  (778)  
 Collection on notes receivable........       22                                                                           22   
                                         -------     --------    -----    --------    ----     --------    -----      -------   
BALANCE AT NOVEMBER 25, 1995...........      (88)          --       --          --      --           --       --        4,282   
 Net income (53 weeks).................                                                                                 3,588   
 Issuance of Common Stock..............     (254)                                                                         241   
 Purchase of treasury stock............                                                        (228,800)   $(390)        (412)  
 Sale of treasury stock................     (322)                                               187,200      342          107   
 Adjustments to purchase price of                                                                                               
   treasury stock......................                                                                                  (112)  
 Retirement of treasury stock..........                                                          26,000       19           --   
 Distributions to stockholders.........                                                                                (1,496)  
 Collection on notes receivable........        4                                                                            4   
                                         -------     --------    -----    --------    ----     --------    -----      -------   
BALANCE AT NOVEMBER 30, 1996...........     (660)          --       --          --      --      (15,600)     (29)       6,202   
 Net income............................                                                                                 4,967   
 Issuance of Common Stock..............     (715)                                                                         370   
 Distributions to stockholders.........                                                                                (2,600)  
 Collection on notes receivable from                                                                                            
   stockholders........................      264                                                                          264   
 Purchase of treasury stock............                                                        (119,600)    (444)        (444)  
 Adjustment to purchase price of                                                                                                
   treasury stock......................                                                                                  (220)  
 Sale of treasury stock................      (58)                                                26,000       97           39   
 Retirement of treasury stock..........                                                         109,200      376           --   
 Accrued interest on notes receivable                                                                                           
   from stockholders...................      (42)                                                                         (42)  
                                         -------     --------    -----    --------    ----     --------    -----      -------   
BALANCE AT NOVEMBER 29, 1997...........   (1,211)          --       --          --      --           --       --        8,536   
 Net income............................                                                                                 1,875   
 Collection on notes receivable from                                                                                            
   stockholders........................      111                                                                          111   
                                         -------     --------    -----    --------    ----     --------    -----      -------   
BALANCE AT FEBRUARY 20, 1998                                                                                                    
 (UNAUDITED)...........................  $(1,100)          --       --          --      --           --       --      $10,522   
                                         =======     ========    =====    ========    ====     ========    =====      =======   

See accompanying notes. 

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CHARLES RIVER ASSOCIATES INCORPORATED 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                      YEARS ENDED                         QUARTER ENDED       
                                       ------------------------------------------  ---------------------------
                                       NOVEMBER 25,   NOVEMBER 30,   NOVEMBER 29,  FEBRUARY 21,   FEBRUARY 20,
                                           1995           1996           1997          1997           1998    
                                       ------------   ------------   ------------  ------------   ------------
                                                       (53 WEEKS)                          (UNAUDITED)        
                                                                                                              
Operating activities:                                                                                         
  Net income.........................     $2,414         $3,588         $4,967        $1,061         $1,875   
  Adjustments to reconcile net income                                                                         
    to net cash provided by operating                                                                         
    activities:                                                                                               
    Depreciation and amortization....        440            486            727           122            240   
    Deferred rent....................        209              7            (93)         (144)           165   
    Deferred income taxes............         56            127             95            61           (325)  
    Stock bonuses....................         51             68             --            --             --   
    Minority interest................         --             --           (282)           --            (52)  
  Changes in operating assets and                                                                             
    liabilities:                                                                                              
    Accounts receivable..............       (485)        (1,121)        (2,779)          193          2,487   
    Unbilled services................       (976)        (1,491)           125           903           (485)  
    Prepaid expenses and other.......        (41)          (122)          (172)         (239)          (458)  
    Accounts payable and accrued                                                                              
      expenses.......................       (229)           676          1,030         1,750          3,133   
                                          ------         ------         ------        ------         ------   
Net cash provided by operating                                                                                
  activities.........................      1,439          2,218          3,618         3,707          6,580   

Investing activities:                                                                                         
  Purchases of property and                                                                                   
    equipment........................       (400)          (774)        (2,290)         (279)          (243)  
  Sale (purchase) of short-term                                                                               
    investments......................       (298)           298             --            --             --   
                                          ------         ------         ------        ------         ------   
Net cash used in investing                                                                                    
  activities.........................       (698)          (476)        (2,290)         (279)          (243)  

Financing activities:                                                                                         
  Payments on notes payable to former                                                                         
    shareholders and capital lease                                                                            
    obligations......................        (86)           (96)          (370)          (15)           (10)  
  Purchase of treasury stock.........         --            (19)            --            --             --   
  Issuance of common stock...........         --            172            370            --             --   
  Sale of treasury stock.............         58            107             39            --             --   
  Collection of notes receivable from                                                                         
    stockholders.....................         22              4            264            54            111   
  Dividends paid.....................       (245)        (1,474)        (1,636)         (588)        (1,504)  
  Proceeds from minority interest....         --             --            625            --             --   
                                          ------         ------         ------        ------         ------   
Net cash used in financing                                                                                    
  activities.........................       (251)        (1,306)          (708)         (549)        (1,403)  

Net increase in cash and cash                                                                                 
  equivalents........................        490            436            620         2,879          4,934   
Cash and cash equivalents at                                                                                  
  beginning of year..................        508            998          1,434         1,434          2,054   
                                          ------         ------         ------        ------         ------   
Cash and cash equivalents at end of                                                                           
  year...............................     $  998         $1,434         $2,054        $4,313         $6,988   
                                          ======         ======         ======        ======         ======   
Supplemental cash flow information:                                                                           
  Cash paid for income taxes.........        $29           $120           $275            --            $18   
                                             ===           ====           ====                          ===   
Notes receivable in exchange for                                                                              
  common stock.......................       $110           $576           $773             --            --   
                                            ====           ====           ====                                
Notes payable in exchange for                                                                                 
  treasury stock.....................       $182           $412           $444             --            --   
                                            ====           ====           ====                                

See accompanying notes. 

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CHARLES RIVER ASSOCIATES INCORPORATED 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

DESCRIPTION OF BUSINESS                                               

  Charles River Associates Incorporated (the "Company") is an economic and
  business consulting firm that applies advanced analytical techniques and
 in-depth industry knowledge to complex engagements for a broad range of
 clients. The Company offers two types of services: legal and regulatory
consulting and business consulting.                                   

ESTIMATES                                                             

The preparation of financial statements in conformity with generally  
  accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the    
 financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those   
estimates.                                                            

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS                   

     The consolidated balance sheet as of February 20, 1998 and the consolidated
    statements of income, stockholders' equity and cash flows for the quarters
ended February 20, 1998 and February 21, 1997 are unaudited and in the
   opinion of management, include all adjustments, consisting only of normal
   recurring adjustments, necessary for a fair presentation of the Company's
consolidated financial position, results of operations and cash flows.

FISCAL YEAR                                                           

     The Company's fiscal year ends on the last Saturday in November. The fiscal
    year ended November 30, 1996 consisted of 53 weeks; the fiscal years ended
November 25, 1995 and November 29, 1997 consisted of 52 weeks.        

REVENUE RECOGNITION                                                   

Revenues from most engagements are recognized as services are provided
 based upon hours worked and contractually agreed-upon hourly rates. The
   Company's revenues also include expenses billed to clients, which include
travel and other out-of-pocket expenses, charges for support staff and
outside contractors and other reimbursable expenses. An allowance is  
provided for any amounts considered uncollectible.                    

  Unbilled services represent balances accrued by the Company for services
performed but not yet billed to the client.                           

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS                           

Cash equivalents consist principally of money-market funds, commercial
 paper, bankers' acceptances and certificates of deposit with maturities
when purchased of 90 days or less. Short-term investments consist of  
     commercial paper and certificates of deposit with maturities when purchased
of more than 90 days but less than one year.                          

PROPERTY AND EQUIPMENT                                                

Property and equipment are recorded at cost. The Company provides for 
     depreciation of equipment using the straight-line method over its estimated
useful life, generally three to five years. Amortization of           

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CHARLES RIVER ASSOCIATES INCORPORATED 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                     
    leasehold improvements is provided using the straight-line method over the
 shorter of the lease term or the estimated useful life of the leasehold
improvements.                                                         

PRINCIPLES OF CONSOLIDATION                                           

   The consolidated financial statements include the accounts of the Company
  and NeuCo LLC, a limited liability company founded by the Company and an
  affiliate of Commonwealth Energy Systems in June 1997. The Company has a
  50.1% interest in NeuCo LLC. The portion of the results of operations of
    NeuCo LLC allocable to its minority owners is shown as "minority interest"
    in the Company's statement of income for fiscal 1997 and that amount along
     with the capital contributions to NeuCo LLC of its minority interest owners
is shown as "minority interest" on the Company's balance sheet as of  
November 29, 1997. All significant intercompany accounts have been    
eliminated.                                                           

CONCENTRATION OF CREDIT RISK                                          

     The Company's accounts receivable base consists of a broad range of clients
in a variety of industries located throughout the United States and in
     certain other countries The Company performs a credit evaluation of each of
    its clients to minimize its collectibility risk. Historically, the Company
has not experienced significant write-offs. In fiscal 1995, one client
accounted for approximately 11% of the Company's revenues.            

The Company provides an allowance for doubtful accounts to provide for
   potentially uncollectible amounts. Activity in the accounts is as follows
(in thousands):                                                       

                                                        [Enlarge/Download Table]

                                                YEAR ENDED                               
                                ------------------------------------------  QUARTER ENDED
                                NOVEMBER 25,   NOVEMBER 30,   NOVEMBER 29,  FEBRUARY 20, 
                                    1995           1996           1997          1998     
                                ------------   ------------   ------------  -------------
                                                (53 WEEKS)                   (UNAUDITED) 
                                                                                         
Balance at beginning of period      $370           $207           $578          $394     
Charge to cost and expenses           13            412             --            36     
Amounts written off                 (176)           (41)          (184)           --     
                                    ----           ----           ----          ----     
Balance at end of period            $207           $578           $394          $430     
                                    ====           ====           ====          ====     

DEFERRED REVENUE                                                      

Deferred revenue represents amounts paid to the Company in advance of 
services rendered.                                                    

INCOME TAXES                                                          

Since fiscal 1988, the Company has been treated for federal and state 
    income tax purposes as an S corporation under the Internal Revenue Code of
 1986, as amended (the "Code"). As a result, the Company's stockholders,
rather than the Company, have been and are required to pay federal and
 certain state income taxes based on the Company's taxable earnings. The
     Company files its returns using the cash method of accounting. Upon closing
of the proposed initial public offering of common stock, the Company's
status as an S corporation will terminate and thereafter, it will be  
subject to corporate taxation as a C corporation under the Code.      
Concurrently with the termination of the Company's status as an S     
     corporation, the Company will adopt the accrual method of accounting. A pro
   forma provision for income taxes has been presented as if the Company had
   been taxed as a C corporation for the fiscal year ended November 29, 1997
and the quarter ended February 20, 1998. For that period, Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" 
(Statement 109) was used to calculate                                 

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CHARLES RIVER ASSOCIATES INCORPORATED 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                     
   pro forma income taxes and the pro forma effect of the termination of the
Company's S corporation status on deferred income taxes.              

 Under the asset and liability method of Statement 109, the Company must
 recognize deferred tax assets and liabilities to reflect the future tax
     consequences attributable to differences between the consolidated financial
 statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
     using enacted tax rates expected to apply to taxable income in the years in
    which those temporary differences are expected to be recovered or settled.
    The effect of a change in tax rates on deferred tax assets and liabilities
   is recognized in income in the period that includes the date on which the
change in the tax rate occurs.                                        

     At the time of the termination of the Company's status as an S corporation,
    the Company will record a net deferred income tax liability and a one-time
additional provision for income taxes. The amounts to be recorded will
  depend upon differences between the financial reporting and tax bases of
the Company's assets and liabilities at the time. If the Company's S  
 corporation status had been terminated as of February 20, 1998, the net
  deferred income tax liability would have increased by approximately $1.2
million to approximately $1.4 million. (See Note 11)                  

IMPAIRMENT OF LONG-LIVED ASSETS                                       

  In the first quarter of 1997, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of," which 
establishes criteria for the recognition and measurement of impairment
     losses associated with long-lived assets. The adoption of this standard had
no impact on the Company's consolidated financial statements.         

NET INCOME PER SHARE AND PRO FORMA NET INCOME PER SHARE               

     In 1997, the Financial Accounting Standards Board issued Statement No. 128,
   Earnings per Share. Statement No. 128 replaced the calculation of primary
  and fully diluted earnings per share with basic and diluted earnings per
     share. Unlike primary earnings per share, basic earnings per share excludes
any dilutive effects of options, warrants and convertible securities. 
     Diluted earnings per share is very similar to the previously reported fully
  diluted earnings per share. Pursuant to the previous requirements of the
  Securities and Exchange Commission (SEC), common shares and common share
   equivalents issued by the Company during the twelve-month period prior to
   the initial public offering of the Company's common stock would have been
  included in the calculations as if they were outstanding for all periods
   prior to the offering whether or not they were anti-dilutive. In February
1998, the SEC issued Staff Accounting Bulletin 98 which, among other  
  things, conformed prior SEC requirements to Statement 128 and eliminated
inclusion of such shares in the computation of earnings per share.    

   Pro forma net income per share is computed using pro forma net income and
the pro forma weighted average number of shares of common stock. The  
weighted average number of shares of common stock for the purpose of  
   computing pro forma net income per share has been increased by the number
  of shares that would be required to pay a dividend in the amount of $2.4
 million (assuming an initial public offering price of $16.00 per share)
that is expected to be paid upon the completion of the initial public 
offering.                                                             

ACCOUNTING PRONOUNCEMENTS                                             

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive  
     Income," and SFAS No. 131, "Disclosures About Segments of an Enterprise and
    Related Information." Both SFAS No. 130 and SFAS No. 131 are effective for
fiscal years beginning after December 15, 1997. The                   

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CHARLES RIVER ASSOCIATES INCORPORATED 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                     
   Company believes that the adoption of these new accounting standards will
not have a material impact on the Company's consolidated financial    
statements.                                                           

In December 1997, The Accounting Standards Executive Committee of the 
  American Institute of Certified Public Accountants issued a Statement of
     Position (SOP), "Reporting on the Costs of Start-up Activities," which will
require companies upon adoption to expense start-up costs, including  
organization costs, as incurred. In addition, the SOP will require    
   companies upon adoption to write off as a cumulative change in accounting
   principle any previously recorded start-up or organization costs. The SOP
is effective for fiscal years beginning after December 15, 1998. At   
    February 20, 1998, the Company had deferred start-up costs of $59,000. The
 Company believes that the adoption of this SOP will not have a material
impact on the Company's consolidated financial statements.            

2.   PROPERTY AND EQUIPMENT                                                     

Property and equipment consist of the following:                      

                                                        [Enlarge/Download Table]

                                                 NOVEMBER 30,    NOVEMBER 29,  FEBRUARY 20,
                                                     1996            1997          1998    
                                                 ------------    ------------  ------------
                                                        (IN THOUSANDS)         (UNAUDITED) 
                                                                                           
Furniture and equipment.........................    $3,508          $4,731        $4,793   
Leasehold improvements..........................       316           1,311         1,193   
                                                    ------          ------        ------   
                                                     3,824           6,042         5,986   
Accumulated depreciation and amortization.......     2,503           3,152         3,089   
                                                    ------          ------        ------   
                                                    $1,321          $2,890        $2,897   
                                                    ======          ======        ======   

3.   ACCRUED EXPENSES                                                           

Accrued expenses consist of the following:                            

                                                                [Download Table]

                                   NOVEMBER 30,    NOVEMBER 29,  FEBRUARY 20,
                                       1996            1997          1998    
                                   ------------    ------------  ------------
                                          (IN THOUSANDS)         (UNAUDITED) 
                                                                             
Compensation and related expenses     $4,059          $5,410        $7,547   
Other                                    206             319           948   
                                      ------          ------        ------   
                                      $4,265          $5,729        $8,495   
                                      ======          ======        ======   

4.   NOTES PAYABLE TO FORMER STOCKHOLDERS                                       

    Notes payable to former stockholders represent amounts owed by the Company
to former stockholders in connection with the Company's repurchase of 
  shares of common stock from such stockholders upon their separation from
the Company pursuant to an Exit Agreement.                            

  Under the Exit Agreement, the Company repurchased shares of common stock
 from certain stockholders at a purchase price based upon a formula that
  uses the book value of the Company at the date the stockholder separates
from the Company (the "Fixed Amount") and an amount (the "Contingent  
    Pay-Out Amount") equal to the stockholder's pro rata portion of 25% of the
Company's earnings before bonuses, supplemental compensation and      
amortization of goodwill, if any, for each of the five fiscal years   
     commencing with the fiscal year in which the repurchase was made. The Fixed
  Amount is payable in three equal installments and the Contingent Pay-Out
Amount is payable in five equal annual install-                       

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CHARLES RIVER ASSOCIATES INCORPORATED 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.   NOTES PAYABLE TO FORMER STOCKHOLDERS (CONTINUED)                           

  ments. The Fixed Amount bears interest at an average prime rate (8.5% at
February 20, 1998) determined in accordance with the terms of the Exit
Agreement.                                                            

For financial reporting purposes, the Company initially estimates the 
     Contingent Pay-Out Amount owed to each former stockholder for the full five
  year payment period based on the actual amount of the contingent payment
   for the first year. In subsequent years, the Company adjusts the estimate
annually based on actual amounts of the contingent payment for all    
 preceding years. The related adjustments are made to treasury stock and
    additional paid in capital and to the extent additional paid in capital is
not available, retained earnings. Annual principal payments to former 
     stockholders are estimated as of November 29, 1997 to be $280,000 in fiscal
    1998; $279,000 in fiscal 1999; $246,000 in fiscal 2000; $114,000 in fiscal
   2001; and $68,000 in fiscal 2002. The Company believes the recorded value
     of the notes payable to former stockholders approximates fair market value.

5.   FINANCING ARRANGEMENTS                                                     

 The Company has a line of credit which permits borrowings of up to $2.0
   million with interest at the bank's base rate (8.5% at November 29, 1997)
    and is secured by the Company's accounts receivable. The terms of the line
     of credit includes certain operating and financial covenants. No borrowings
were outstanding as of November 29, 1997. The Company had outstanding 
    standby letters of credit at February 20, 1998 amounting to $76,000, which
expire between March and June 1998.                                   

6.   EMPLOYEE BENEFIT PLANS                                                     

The Company maintains a profit-sharing retirement plan that covers    
substantially all full-time employees. Contributions are made at the  
    discretion of the Company and its subsidiary and cannot exceed the maximum
  amount deductible under applicable provisions of the Code. Contributions
were approximately $1.1 million in each of fiscal 1995 and 1996,      
     approximately $1.2 million in fiscal 1997 and $269,000 and $227,000 for the
quarters ended February 21, 1997 and February 20, 1998, respectively. 

7.   SUPPLEMENTAL COMPENSATION                                                  

The Company currently has one bonus program. This program awards      
     discretionary bonuses based on the Company's revenues and profitability and
    individual performance. Amounts paid under this bonus program are included
     in costs of services and the Company expects to continue this bonus program
     after the proposed initial public offering. During fiscal 1995, fiscal 1996
and fiscal 1997, the Company also had another bonus program, which    
     consisted of discretionary payments to officers and certain Outside Experts
     based primarily on the Company's cash flows. These bonus payments are shown
 as supplemental compensation in the Company's statements of income. The
Company does not intend to make additional payments under this bonus  
program after fiscal 1997.                                            

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CHARLES RIVER ASSOCIATES INCORPORATED 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.   LEASES                                                                     

  The Company leases its facilities under operating lease arrangements and
     certain equipment under capital lease agreements. Assets held under capital
     lease agreements amounted to $418,000 at November 30, 1996 and November 29,
  1997. Accumulated amortization amounted to $259,000 at November 30, 1996
     and $304,000 at November 29, 1997. At November 29, 1997, the minimum rental
commitments under all noncancellable operating and capital leases with
initial or recurring terms of more than one year were as follows (in  
thousands):                                                           

                                                                [Download Table]

                                                             OPERATING  CAPITAL
                        FISCAL YEAR                           LEASES    LEASES 
                        -----------                          ---------  -------
                                                                               
1998........................................................  $ 1,687    $ 52  
1999........................................................    1,907      48  
2000........................................................    1,925      33  
2001........................................................    1,941          
2002........................................................    1,821          
Thereafter..................................................    8,011          
                                                              -------    ----  
                                                              $17,292     133  
                                                              =======          
Less amount representing interest...........................               14  
                                                                         ----  
Present value of net minimum lease payments.................              119  
Less current portion of obligations under capital leases....               45  
                                                                         ----  
Long-term obligations under capital leases..................             $ 74  
                                                                         ====  

    Rent expense amounted to $1.5 million for each of fiscal 1995 and 1996 and
 $1.8 million for fiscal 1997 and $314,000 and $487,000 for the quarters
ended February 21, 1997 and February 20, 1998, respectively.          

9.   NOTES RECEIVABLE FROM STOCKHOLDERS                                         

 In 1995, in an effort to align each officer's interest with the overall
    interests of the Company, the Company adopted a policy requiring that each
  of its officers have an equity interest in the Company. The Company sold
     shares of common stock to new or existing members of the management team at
the fair market value of the common stock on the date of purchase as  
   determined by the Company's Board of Directors. A portion of the purchase
  price is payable at the time of purchase and the remainder is payable in
     installments over a period of five years. The portion of the purchase price
  not paid at the time of purchase bears interest at an average prime rate
described in the stock purchase agreement (8.5% at February 20, 1998).

10. STOCKHOLDERS' EQUITY                                                        

   In February 1995, the Company converted all outstanding shares of Class A
  and Class B common stock to a single class of common stock. In addition,
the Company terminated its Stock Distribution and Redemption Plan, and
established a new agreement with its stockholders called the Exit     
    Agreement, which defines the rights of the Company and its stockholders if
     any stockholder ceases for any reason to be an employee, director, officer,
consultant or independent contractor of the Company. Under the Exit   
  Agreement, subject to certain restrictions, the Company has the right to
   repurchase all of the shares of an inactive stockholder and, the inactive
stockholder has the right to cause the Company to purchase his or her 
   shares of stock, at a formula price which is subject to annual adjustment
(see note 4).                                                         

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CHARLES RIVER ASSOCIATES INCORPORATED 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)                                 

The following pro forma adjustments have been made to the historical  
    consolidated balance sheet as of February 20, 1998 and to the consolidated
statement of income for the year then ended:                          

 a)   The pro forma consolidated statements of income for the year ended
     November 29, 1997 and the quarter ended February 20, 1998 reflect the
        provision for income taxes that would have been recorded had the Company
and NeuCo LLC been C corporations during those periods, assuming
        effective tax rates for the year ended November 29, 1997 and the quarter
ended February 20, 1998 of 43% and 42%, respectively.           

     b)   Prior to the consummation of the proposed initial public offering, the
        Company expects to declare an S corporation distribution to its existing
      stockholders in an amount representing all undistributed cash earnings
        through the termination of the Company's S corporation status but not to
      exceed the cash available as of that date. At February 20, 1998, the S
       corporation distribution is estimated to be approximately $6.5 million.
    The declaration and payment of this distribution is reflected on the
     February 20, 1998 pro forma consolidated balance sheet. The amount of
   this distribution will be higher or lower than the foregoing amount
       based upon actual cash-basis earnings between February 20, 1998 and the
closing date of the initial public offering.                    

At the time of the termination of the Company's status as an S  
        corporation, the Company will record a net deferred income tax liability
       and a one-time additional provision for income taxes. The amounts to be
     recorded will depend upon differences between the financial reporting
     and tax bases of the Company's assets and liabilities at the time. If
     the Company's S corporation status had been terminated as of February
    20, 1998, the net deferred income tax liability would have been $1.4
     million, resulting from differing methods of accounting for financial
  reporting and tax purposes for the following items (in thousands):

                                                                [Download Table]
                                                                       
      Deferred tax liabilities:                                        
        Cash to accrual adjustment..........................    $  843 
        Profit sharing......................................        93 
        Deferred rent.......................................       605 
        Other...............................................       111 
                                                                ------ 
                                                                 1,652 
      Deferred tax assets:                                             
        Allowance for doubtful accounts.....................      (176)
        Excess tax over book depreciation and                          
          amortization......................................       (54)
                                                                ------ 
                                                                  (230)
                                                                ------ 
                                                                $1,422 
                                                                ====== 

A reconciliation of the Company's pro forma tax rate with the federal 
statutory rates is as follows:                                        

                                                        [Enlarge/Download Table]

                                                              YEAR ENDED   QUARTER ENDED
                                                             NOVEMBER 29,  FEBRUARY 20, 
                                                                 1997          1998     
                                                             ------------  -------------
                                                                                        
Federal statutory rate......................................     34.0%         34.0%    
State income taxes, net of federal income tax benefit.......      6.2           6.2     
Other.......................................................      2.8           1.7     
                                                                 ----          ----     
                                                                 43.0%         41.9%    
                                                                 ====          ====     

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CHARLES RIVER ASSOCIATES INCORPORATED 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. RELATED PARTY TRANSACTIONS                                                  

The Company made payments to stockholders of the Company who performed
consulting services for the Company in the amounts of $1.7 million in 
  fiscal 1995, $1.6 million in fiscal 1996 and $1.8 million in fiscal 1997
and $506,000 and $645,000 for the quarters ended February 21, 1997 and
February 20, 1998, respectively.                                      

13. QUARTERLY FINANCIAL DATA (UNAUDITED)                                        

                                                        [Enlarge/Download Table]

                                                                  QUARTER ENDED                      
                                             --------------------------------------------------------
                                             FEBRUARY 16,    MAY 10,      AUGUST 30,     NOVEMBER 30,
                                                 1996          1996          1996            1996    
                                             ------------   ----------   -------------   ------------
                                             (12 WEEKS)     (12 WEEKS)      (16 WEEKS)    (13 WEEKS) 
                                                                  (IN THOUSANDS)                     
                                                                                                     
Revenues....................................    $6,990        $8,334        $11,356        $10,687   
Gross profit................................     2,324         3,033          4,095          3,345   
Income from operations......................       513           946          1,205          1,073   
Income before provision for income taxes....       532           980          1,226          1,123   
Net income..................................       495           911          1,140          1,042   

                                                        [Enlarge/Download Table]

                                                                   QUARTER ENDED                      
                                              --------------------------------------------------------
                                              FEBRUARY 21,    MAY 16,     SEPTEMBER 5,    NOVEMBER 29,
                                                  1997          1997          1997            1997    
                                              ------------   ----------   -------------   ------------
                                              (12 WEEKS)     (12 WEEKS)      (16 WEEKS)     (12 WEEKS)
                                                                   (IN THOUSANDS)                     
                                                                                                      
Revenues....................................     $9,648        $9,171        $14,498        $11,488   
Gross profit................................      3,262         2,979          4,990          3,967   
Income from operations......................      1,128           817          1,629          1,115   
Income before provision for income taxes and                                                          
  minority interest.........................      1,137           901          1,670          1,283   
Minority interest...........................         --            --            198             84   
Net income..................................      1,061           841          1,756          1,309   

14. SUBSEQUENT EVENTS                                                           

STOCK SPLIT                                                           

Subsequent to November 29, 1997, the Company's Board of Directors     
    authorized (i) the declaration of a 52-for-1 stock split to be effected in
 the form of a dividend of 51 shares of Common Stock per share of Common
   Stock outstanding before the closing of the Offering and (ii) an increase
 in the number of shares of authorized Common Stock to 25,000,000. These
actions are subject to approval by the Company's stockholders. The    
accompanying consolidated financial statements have been adjusted     
retroactively to give effect to these actions.                        

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CHARLES RIVER ASSOCIATES INCORPORATED 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14. SUBSEQUENT EVENTS (CONTINUED)                                               
STOCK RESTRICTION AGREEMENT                                           

On February 20, 1998, the Company's Board of Directors authorized the 
Company to amend and restate the Exit Agreement (as so amended and    
restated, the "Stock Restriction Agreement"). The Stock Restriction   
Agreement is subject to approval by the Company's stockholders and, if
approved, will take effect upon the closing of the Offering. The Stock
     Restriction Agreement will prohibit each person who is a stockholder of the
Company before the closing of the Offering from selling or otherwise  
  transferring shares of Common Stock held immediately before the Offering
    without the consent of the Board of Directors of the Company for two years
     after the Offering. In addition, the Stock Restriction Agreement will allow
    the Company to repurchase a portion of such stockholder's shares of Common
Stock at a percentage of market value should the stockholder leave the
Company (other than for death or retirement for disability).          

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

    No dealer, sales representative or any other person has been authorized to
give any information or to make any representations in connection with the      
Offering other than those contained in this Prospectus, and, if given or made,  
such information or representations must not be relied upon as having been      
authorized by the Company, any of the Selling Stockholders or any of the        
Underwriters. This Prospectus does not constitute an offer to sell or a         
solicitation of an offer to buy any securities other than the shares of Common  
Stock to which it relates or an offer to, or a solicitation of, any person in   
any jurisdiction where such an offer or solicitation would be unlawful. Neither 
the delivery of this Prospectus nor any sale made hereunder shall, under any    
circumstances, create any implication that there has been no change in the      
affairs of the Company or that the information contained herein is correct as of
any time subsequent to the date hereof.                                         

--------------------------------
TABLE OF CONTENTS 
--------------------------------

                                                                [Download Table]

                                     Page  
                                     ----  
                                           
Prospectus Summary.................       3
Risk Factors.......................       6
Use of Proceeds....................      12
S Corporation Distributions and            
  Termination of S Corporation             
  Status...........................      12
Dividend Policy....................      13
Capitalization.....................      14
Dilution...........................      15
Selected Consolidated Financial            
  Data.............................      16
Management's Discussion and                
  Analysis of Financial Condition          
  and Results of Operations........      18
Business...........................      24
Management.........................      36
Certain Transactions...............      41
Principal and Selling                      
  Stockholders.....................      43
Description of Capital Stock.......      45
Shares Eligible for Future Sale....      48
Underwriting.......................      50
Legal Matters......................      51
Experts............................      51
Change in Independent Auditors.....      51
Additional Information.............      52
Index to Consolidated Financial            
  Statements.......................     F-1

    Until      , 1998 (25 days after the date of this Prospectus), all dealers
effecting transactions in the registered securities offered hereby, whether or  
not participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver a Prospectus when   
acting as Underwriters and with respect to their unsold allotments or           
subscriptions.                                                                  

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

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

2,188,000 SHARES

[CHARLES RIVER LOGO]

CHARLES RIVER ASSOCIATES INCORPORATED 

COMMON STOCK

------------------------
PROSPECTUS
------------------------

NationsBanc Montgomery
Securities LLC

William Blair & Company 

          , 1998

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

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                          

    The following table sets forth the various expenses in connection with the
issuance and distribution of the securities being registered, other than the    
underwriting discount. All amounts shown are estimates except the Securities and
Exchange Commission registration fee, the National Association of Securities    
Dealers, Inc. filing fee and the Nasdaq National Market listing fee.            

                                                                [Download Table]

                                                                PAYABLE 
                                                                 BY THE 
                                                                COMPANY 
                                                                --------
                                                                        
Securities and Exchange Commission registration fee.........    $ 12,619
National Association of Securities Dealers, Inc. filing                 
  fee.......................................................       4,778
Nasdaq National Market listing fee..........................      37,705
Printing and engraving expenses.............................      75,000
Transfer agent fees.........................................       5,000
Accounting fees and expenses................................     225,000
Legal fees and expenses.....................................     300,000
Blue Sky fees and expenses (including related legal fees)...      11,800
Indemnity insurance expense.................................     150,000
Miscellaneous...............................................      78,098
                                                                --------
  Total.....................................................    $900,000
                                                                ========

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

Article VI.C. of the Company's Amended and Restated Articles of       
Organization provides that a director shall not have personal liability to the  
Company or its stockholders for monetary damages arising out of the director's  
breach of fiduciary duty as a director of the Company, to the maximum extent    
permitted by Massachusetts law. Section 13(b)(1 1/2) of Chapter 156B of the     
Massachusetts General Laws provides that the articles of organization of a      
corporation may state a provision eliminating or limiting the personal liability
of a director to a corporation or its stockholders for monetary damages for     
breach of fiduciary duty as a director, provided, however, that such provision  
shall not eliminate or limit the liability of a director (i) for any breach of  
the director's duty of loyalty to the corporation or its stockholders, (ii) for 
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under sections 61 or 62 of Chapter 156B of the  
Massachusetts General Laws, which relate to liability for unauthorized          
distributions and loans to insiders, respectively, or (iv) for any transaction  
from which the director derived an improper personal benefit.                   

Article VI.D. of the Company's Amended and Restated Articles of       
Organization further provides that the Company shall, to the fullest extent     
authorized by Chapter 156B of the Massachusetts General Laws, indemnify each    
person who is, or shall have been, a director or officer of the Company or who  
is or was a director or employee of the Company and is serving, or shall have   
served, at the request of the Company, as a director or officer of another      
organization or in any capacity with respect to any employee benefit plan of the
Company, against all liabilities and expenses (including judgments, fines,      
penalties, amounts paid or to be paid in settlement, and reasonable attorneys'  
fees) imposed upon or incurred by any such person in connection with, or arising
out of, the defense or disposition of any action, suit or other proceeding,     
whether civil or criminal, in which they may be involved by reason of being or  
having been such a director or officer or as a result of service with respect to
any such employee benefit plan. Section 67 of Chapter 156B of the Massachusetts 
General Laws authorizes a corporation to indemnify its directors, officers,     
employees and other agents unless such person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that such   
action was in the best interests of the corporation or, to the extent such      
matter                                                                          

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related to service with respect to an employee benefit plan, in the best        
interests of the participants or beneficiaries of such employee benefit plan.   

  The effect of these provisions would be to permit indemnification by the
Company for, among other liabilities, liabilities arising out of the Securities 
Act of 1933, as amended (the "Securities Act").                                 

     Section 67 of Chapter 156B of the Massachusetts General Laws also affords a
Massachusetts corporation the power to obtain insurance on behalf of its        
directors and officers against liabilities incurred by them in those capacities.
The Company has procured a directors and officers liability and company         
reimbursement liability insurance policy that (i) insures directors and officers
of the Company against losses (above a deductible amount) arising from certain  
claims made against them by reason of certain acts or omissions of such         
directors or officers in their capacity as directors or officers and (ii)       
insures the Company against losses (above a deductible amount) arising from any 
such claims, but only if the Company is required or permitted to indemnify such 
directors or officers for such losses under statutory or common law or under    
provisions of the Company's Amended and Restated Articles of Organization or    
Amended and Restated By-Laws.                                                   

   Reference is hereby made to Section 8 of the Underwriting Agreement among
the Company, the Selling Stockholders and the Underwriters, filed as Exhibit 1.1
to this Registration Statement, for a description of indemnification            
arrangements among the Company, the Selling Stockholders and the Underwriters.  

     Reference is hereby made to the Indemnity Agreement between the Company and
the Selling Stockholders, filed as Exhibit 10.11 to this Registration Statement,
for a description of indemnification arrangements by the Company for the benefit
of the Selling Stockholders.                                                    

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.                              

   The following information is furnished with regard to all securities sold
by the Company within the past three years which were not registered under the  
Securities Act. The share numbers set forth below have been adjusted to reflect 
the Stock Split.                                                                

   (a) On May 1, 1995, the Company sold 119,600 shares of Common Stock to an
employee of the Company at a purchase price of approximately $1.40 per share,   
$57,500 of which was paid at the time of purchase and the remainder of which was
payable in installments as set forth in the stock purchase agreement. In        
September 1996, the Company repurchased all of the shares sold to the employee  
and in June 1997 paid the employee an amount equal to the repurchase price less 
the amount payable by the employee under the stock purchase agreement.          

 (b) On April 1, 1996, the Company sold 91,000 shares of Common Stock to
employees of the Company at a purchase price of approximately $1.88 per share,  
$54,478 of which was paid at the time of purchase and the remainder of which was
payable in installments as set forth in the stock purchase agreements. As of    
February 15, 1998, the Company had received $23,348 in installment payments.    

    (c) On April 15, 1996, the Company issued 36,400 shares of Common Stock to
a consultant to the Company as bonus compensation for services rendered by the  
consultant.                                                                     

(d) On May 28, 1996, the Company sold 88,400 shares of Common Stock to
employees of the Company at a purchase price of approximately $1.88 per share,  
$86,276 of which was paid at the time of purchase and the remainder of which was
paid on or before February 15, 1998.                                            

   (e) On May 30, 1996, the Company sold 15,600 shares of Common Stock to an
employee of the Company at a purchase price of approximately $1.88 per share,   
$9,339 of which was paid at the time of purchase and the remainder of which was 
payable in installments as set forth in the stock purchase agreement. As of     
February 15, 1998, the Company had received $8,005 in installment payments.     

   (f) On July 22, 1996, the Company sold 26,000 shares of Common Stock to a
consultant to the Company at a purchase price of approximately $2.29 per share, 
$22,475 of which was paid at the time of purchase and the remainder of which was
payable in installments as set forth in the stock purchase agreement. As of     
February 15, 1998, the Company had received $7,435 in installment payments.     

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   (g) On November 22, 1996, the Company sold 124,800 shares of Common Stock
to employees of the Company at a purchase price of approximately $2.29 per      
share, $107,880 of which was paid at the time of purchase and the remainder of  
which was payable in installments as set forth in the stock purchase agreements.
As of February 15, 1998, the Company had received $53,532 in installment        
payments.                                                                       

     (h) On November 27, 1996, the Company sold 62,400 shares of Common Stock to
an employee of the Company at a purchase price of approximately $2.29 per share,
$53,940 of which was paid at the time of purchase and the remainder of which was
payable in installments as set forth in the stock purchase agreement. As of     
February 15, 1998, the Company had received $17,844 in installment payments.    

 (i) On June 9, 1997, the Company sold 228,800 shares of Common Stock to
employees of and a consultant to the Company at a purchase price of             
approximately $2.71 per share, $158,400 of which was paid at the time of        
purchase, $52,800 of which was paid in November 1997 and the remainder of which 
was payable in installments after February 15, 1998 as set forth in the stock   
purchase agreements.                                                            

   (j) On August 29, 1997, the Company sold 52,000 shares of Common Stock to
employees of the Company at a purchase price of approximately $2.71 per share,  
$48,000 of which was paid at the time of purchase and the remainder of which was
payable in installments after February 15, 1998 as set forth in the stock       
purchase agreements.                                                            

     (k) On October 10, 1997, the Company sold 119,600 shares of Common Stock to
an employee of the Company at a purchase price of approximately $2.71 per share,
$50,400 of which was paid at the time of purchase, $60,000 of which was paid in 
November 1997 and the remainder of which was payable in installments after      
February 15, 1998 as set forth in the stock purchase agreement.                 

     (l) On November 21, 1997, the Company sold 26,000 shares of Common Stock to
an employee of the Company at a purchase price of approximately $3.71 per share,
$38,500 of which was paid in November 1997 and the remainder of which was       
payable in installments after February 15, 1998 as set forth in the stock       
purchase agreement.                                                             

The issuances described in this Item 15 were made in reliance upon the
exemption from registration set forth in Section 4(2) of the Securities Act     
relating to sales by an issuer not involving any public offering. None of the   
foregoing transactions involved a distribution or public offering. No           
underwriters were engaged in connection with the foregoing issuances of         
securities, and no underwriting discounts or commissions were paid.             

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ITEM 16.  EXHIBITS AND FINANCIAL SCHEDULES.                                     

(a) EXHIBITS                                                          

                                                                [Download Table]
                                                                      
  1.1     Underwriting Agreement                                      
 +3.1     Restated Articles of Organization of the Company            
  3.2     Proposed form of Amended and Restated Articles of           
          Organization of the Company [to become effective immediately
          before the Offering]                                        
 +3.3     By-Laws of the Company                                      
  3.4     Proposed form of Amended and Restated By-Laws of the Company
          [to become effective immediately before the Offering]       
  4.1     Specimen certificate for the Common Stock of the Company    
 *5.1     Opinion of Foley, Hoag & Eliot LLP                          
 10.1     1998 Incentive and Nonqualified Stock Option Plan           
 10.2     1998 Employee Stock Purchase Plan                           
+10.3     Amended and Restated Loan Agreement dated as of November 18,
          1994 between the Company and The First National Bank of     
          Boston, as amended                                          
+10.4     Amended and Restated Security Agreement dated as of November
          18, 1994 between the Company and The First National Bank of 
          Boston                                                      
+10.5     Revolving Credit Note of the Company dated as of November   
          18, 1994 in the principal amount of $2,000,000 payable to   
          The First National Bank of Boston                           
 10.6     Office Lease Agreement between the Company and John Hancock 
          Mutual Life Insurance Company dated March 1, 1978, as       
          amended                                                     
+10.7     Office Lease Agreement between the Company and Deutsche     
          Immobilien Fonds Aktiengesellschaft dated March 6, 1997     
 10.8     Form of Consulting Agreement with Outside Experts           
*10.9     Stock Restriction Agreement between the Company and its     
          pre-offering stockholders                                   
 10.10    Form of Selling Stockholder's Irrevocable Power of Attorney 
          (including proposed form of Custody Agreement)              
*10.11    Form of Indemnity Agreement between the Company and the     
          Selling Stockholders                                        
+16.1     Letter of Parent, McLaughlin & Nangle Certified Public      
          Accountants, Inc.                                           
+21.1     Subsidiaries of the Company                                 
 23.1     Consent of Ernst & Young LLP, Independent Auditors          
*23.2     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
+24.1     Power of Attorney (contained on the signature page of this  
          Registration Statement)                                     
 27.1     Financial Data Schedule                                     

---------------                                                                 

+ Previously filed.                                                             

* To be filed by amendment.                                                     

(b) FINANCIAL STATEMENT SCHEDULES                                     

   All schedules are omitted because they are not applicable or the required
information is shown in the Company's Consolidated Financial Statements or Notes
thereto.                                                                        

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ITEM 17.  UNDERTAKINGS.                                               

     The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements, certificates in such   
denominations and registered in such names as required by the underwriters to   
permit prompt delivery to each purchaser.                                       

     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.                                                     

The undersigned registrant hereby undertakes that:                    

      (1) For purposes of determining any liability under the Securities
   Act, the information omitted from the form of prospectus filed as part of
   this registration statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
   (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.      

         (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus 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.                  

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SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON  
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BOSTON,
MASSACHUSETTS, ON THE 2ND DAY OF APRIL, 1998.                                   

                                 CHARLES RIVER ASSOCIATES INCORPORATED

                       By:  /s/ LAUREL E. MORRISON
                                        --------------------------------------
                    Laurel E. Morrison
                               Chief Financial Officer, Vice
                                          President, Finance and Administration,
                 and Treasurer

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE       
CAPACITIES AND ON THE DATES INDICATED.                                          

                                                        [Enlarge/Download Table]

                  SIGNATURE                                   TITLE                       DATE   
                  ---------                                   -----                       ----   
                                                                                                 
                      *                        Chairman of the Board                April 2, 1998
---------------------------------------------                                                    
             Franklin M. Fisher                                                                  

                      *                        President, Chief Executive Officer   April 2, 1998
---------------------------------------------  and Director (principal executive                 
              James C. Burrows                 officer)                                          

           /s/ LAUREL E. MORRISON              Chief Financial Officer, Vice        April 2, 1998
---------------------------------------------  President, Finance and                            
             Laurel E. Morrison                Administration, and Treasurer                     
                                               (principal financial and accounting               
                                               officer)                                          

                      *                        Vice President and Director          April 2, 1998
---------------------------------------------                                                    
              Firoze E. Katrak                                                                   

                      *                        Vice President and Director          April 2, 1998
---------------------------------------------                                                    
             William B. Burnett                                                                  

                      *                        Director                             April 2, 1998
---------------------------------------------                                                    
                 Carl Kaysen                                                                     

                      *                        Director                             April 2, 1998
---------------------------------------------                                                    
             Rowland T. Moriarty                                                                 

         *By /s/ LAUREL E. MORRISON                                                              
  ----------------------------------------                                                       
             Laurel E. Morrison,                                                                 
             as Attorney-in-Fact                                                                 

II-6

S-1/A
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EXHIBIT INDEX 

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EXHIBIT                                                                
  NO.                              DESCRIPTION                         
-------                            -----------                         
                                                                       
  1.1      Underwriting Agreement                                      
 +3.1      Restated Articles of Organization of the Company            
  3.2      Proposed form of Amended and Restated Articles of           
           Organization of the Company [to become effective immediately
           before the Offering]                                        
 +3.3      By-Laws of the Company                                      
  3.4      Proposed form of Amended and Restated By-Laws of the Company
           [to become effective immediately before the Offering]       
  4.1      Specimen certificate for the Common Stock of the Company    
 *5.1      Opinion of Foley, Hoag & Eliot LLP                          
 10.1      1998 Incentive and Nonqualified Stock Option Plan           
 10.2      1998 Employee Stock Purchase Plan                           
+10.3      Amended and Restated Loan Agreement dated as of November 18,
           1994 between the Company and The First National Bank of     
           Boston, as amended                                          
+10.4      Amended and Restated Security Agreement dated as of November
           18, 1994 between the Company and The First National Bank of 
           Boston                                                      
+10.5      Revolving Credit Note of the Company dated as of November   
           18, 1994 in the principal amount of $2,000,000 payable to   
           The First National Bank of Boston                           
 10.6      Office Lease Agreement between the Company and John Hancock 
           Mutual Life Insurance Company dated March 1, 1978, as       
           amended                                                     
+10.7      Office Lease Agreement between the Company and Deutsche     
           Immobilien Fonds Aktiengesellschaft dated March 6, 1997     
 10.8      Form of Consulting Agreement with Outside Experts           
*10.9      Stock Restriction Agreement between the Company and its     
           pre-offering stockholders                                   
 10.10     Form of Selling Stockholder's Irrevocable Power of Attorney 
           (including proposed form of custody agreement)              
*10.11     Form of Indemnity Agreement between the Company and the     
           Selling Stockholders                                        
+16.1      Letter of Parent, McLaughlin & Nangle Certified Public      
           Accountants, Inc.                                           
+21.1      Subsidiaries of the Company                                 
 23.1      Consent of Ernst & Young LLP, Independent Auditors          
*23.2      Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
+24.1      Power of Attorney (contained on the signature page of this  
           Registration Statement)                                     
 27.1      Financial Data Schedule                                     

---------------                                                                 

+ Previously filed.                                                             

* To be filed by amendment.                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
		12/15/98		63					8-K
		11/28/98		4					10-K,  10-K/A
		4/15/98		13
		4/9/98		13
Filed on:		4/3/98		1		2
		4/2/98		75
		2/25/98		55
		2/20/98		4		68
		2/15/98		71		72
		1/29/98		52
		12/15/97		62
		11/29/97		4		67
		11/21/97		72
		10/10/97		72
		8/29/97		72
		6/19/97		20
		6/9/97		72
		3/6/97		73		76
		2/21/97		17		67
		11/30/96		4		65
		11/27/96		72
		11/22/96		72
		7/22/96		71
		5/30/96		71
		5/28/96		71
		4/15/96		71
		4/1/96		71
		11/25/95		4		60
		5/1/95		71
		11/26/94		4		58
		11/18/94		73		76
		11/27/93		4		17
									List all Filings

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Cra International, Inc.           10-K       12/30/23  104:10M
 3/02/23  Cra International, Inc.           10-K       12/31/22  104:9.1M
 3/03/22  Cra International, Inc.           10-K        1/01/22   92:8.8M
 4/09/21  Cra International, Inc.           SC TO-I/A              2:64K  Cra International, Inc.           Toppan Merrill/FA
 4/06/21  Cra International, Inc.           SC TO-I/A              2:64K  Cra International, Inc.           Toppan Merrill/FA
 3/08/21  Cra International, Inc.           SC TO-I                6:1.2M Cra International, Inc.           Toppan Merrill/FA
 3/08/21  Cra International, Inc.           SC TO-T                6:1.2M Cra International, Inc.           Toppan Merrill/FA
 3/04/21  Cra International, Inc.           10-K        1/02/21   92:9.2M