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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K/A
AMENDMENT NO. 1

(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Fiscal Year Ended November 28, 1998

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from __________
to __________.

Commission file number: 000-24049

CHARLES RIVER ASSOCIATES INCORPORATED
(Exact name of registrant as specified in its charter)

MASSACHUSETTS 04-2372210
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

200 CLARENDON STREET, BOSTON, MASSACHUSETTS 02116
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (617) 425-3000

Securities registered pursuant to Section 12(b) of the Act:

NONE
(Title of class)

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, WITHOUT PAR VALUE
(Title of class)

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 24, 1999 (based on the closing sale price of
$23.50 as quoted by the Nasdaq National Market as of such date) was
approximately $139,392,976.

As of March 24, 1999, the registrant had outstanding 8,464,144 shares
of common stock.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, the
registrant hereby amends its Annual Report on Form 10-K for the year ended
November 28, 1998 by amending and restating Part III in its entirety as follows:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS AND EXECUTIVE OFFICERS

CRA's executive officers and directors are as follows:

NAME AGE POSITION
- ----------------------------- --- -----------------------------------------
Franklin M. Fisher (1)(2) 64 Chairman of the Board
Rowland T. Moriarty (1)(2)(3) 52 Vice Chairman of the Board
James C. Burrows 55 President, Chief Executive Officer and
Director
Laurel E. Morrison 48 Chief Financial Officer, Vice President,
Finance and Administration, and Treasurer
Firoze E. Katrak (3) 47 Vice President, Director
William B. Burnett (2) 50 Vice President, Director
Carl Kaysen (1)(3) 79 Director
Garth Saloner 44 Director
Steven C. Salop 52 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
CRA 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. He received his Ph.D. in economics
from Harvard University in 1960.

ROWLAND T. MORIARTY has served as a director of CRA since 1986 and as
Vice Chairman of the board of directors 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 CRA in 1967 and has served as its President and
Chief Executive Officer since March 1995 and as a director since April 1993. Dr.
Burrows has also served as a manager of NeuCo since June 1997. Since December
1992, Dr. Burrows has directed CRA's legal and regulatory consulting practice.
From 1971 to March 1995, Dr. Burrows served

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as a Vice President of CRA and from June 1987 to December 1992 also directed
CRA'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, Finance and Administration, and Treasurer of CRA since December 1996
and as a manager of NeuCo since January 1999. Ms. Morrison served as Controller
of CRA 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 CRA since 1986 and as
a director of CRA since April 1993. Since June 1987, he has served as head of
CRA'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 CRA since that time.

WILLIAM B. BURNETT joined CRA 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 Glassman-Oliver, 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.

CARL KAYSEN has served as a director of CRA 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.

GARTH SALONER has served as a director of CRA since December 1998. Dr.
Saloner has served as Robert A. Magowan Professor of Strategic Management and
Economics at the Graduate School of Business at Stanford University since
September 1992. He also served as Associate Dean for Academic Affairs and
Director for Research and Curriculum Development at the Stanford business school
from July 1993 to August 1996. Before joining the faculty at Stanford in 1990,
Dr. Saloner taught at the Massachusetts Institute of Technology and the Sloan
School of Management at MIT. Dr. Saloner received his Ph.D. in economics,
business and public policy from Stanford University. He also earned an M.B.A.
from the University of the Witwatersrand. Dr. Saloner is a director of Brilliant
Digital Entertainment, Inc.

STEVEN C. SALOP has served as a director of CRA since September 1998.
Dr. Salop has been Professor of Economics and Law at the Georgetown University
Law Center since August 1982. Dr. Salop previously served on the board of
directors from June 1993 to April 1998. Dr. Salop received his Ph.D. in
economics from Yale University in 1972.

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, Mr. Burnett and Dr. Salop serve as
Class I directors; their terms of office expire in 1999. Drs.

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Katrak, Kaysen and Saloner 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 CRA 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 outside consultants to CRA. See "Item 11. Compensation Committee Interlocks
and Insider Participation." The board of directors also has an audit committee,
which reviews the scope and results of the audit and other services provided by
CRA's independent auditors. The board of directors also has a governance
committee, which nominates persons to serve as directors of CRA.

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires CRA's
officers and directors, and persons who own more than 10% of CRA's common stock,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission. SEC regulations require officers, directors and
greater-than-10% stockholders to furnish CRA with copies of all Section 16(a)
forms they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to CRA during fiscal 1998 and Forms 5 and amendments thereto furnished
to CRA with respect to fiscal 1998, or written representations that Form 5 was
not required, CRA believes that all Section 16(a) filing requirements applicable
to its officers, directors and greater-than-10% stockholders were fulfilled in a
timely manner, with the exception of one late Form 3 filing by Dr. Salop and one
late Form 3 filing by Dr. Saloner. After investigating these matters, CRA has
concluded that any omissions were inadvertent, and that none of the transactions
gave rise to liability under Section 16(b) of the Securities Exchange Act of
1934 for recapture of short-swing profits.

ITEM 11. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

Compensation Summary. The following table sets forth certain
information concerning the compensation earned by CRA's Chief Executive Officer
and other executive officers for services rendered in all capacities to CRA for
the fiscal years ended November 29, 1997 and November 28, 1998.

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SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- -------------
AWARDS
OTHER -------------
ANNUAL SECURITIES ALL OTHER
COMPEN- UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) SATION($)(2) OPTIONS(#)(3) SATION($)(4)
- ------------------------------ ---- --------- ----------- ------------ ------------- ------------

James C. Burrows .................. 1998 $285,000 $800,000 -- -- $23,056
President and Chief Executive 1997 285,000 615,000 -- -- 19,976
Officer

Laurel E. Morrison ................ 1998 125,000 175,000 -- 12,000 20,519
Chief Financial Officer, Vice 1997 100,000 55,000 -- 19,739
President, Finance and
Administration, and Treasurer

Firoze E. Katrak .................. 1998 232,500 500,000 -- -- 21,961
Vice President 1997 220,000 300,000 -- -- 19,976

William B. Burnett ................ 1998 262,300 875,000 -- 3,500 22,776
Vice President 1997 220,000 490,000 -- -- 19,976

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(1) For fiscal 1997, 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 those 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 shares of common stock issuable upon exercise of stock options
granted under CRA's stock option plan.
(4) Represents contributions by CRA on behalf of the executive officer to CRA's
Savings & Retirement Plan and Trust and premiums paid by CRA for term life
insurance for the benefit of the executive officer.

Option Grants in Last Fiscal Year. The following table sets forth for
CRA's Chief Executive Officer and other executive officers certain information
concerning stock options granted under CRA's stock option plan during the fiscal
year ended November 28, 1998.

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OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES PERCENT OF TOTAL PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OPTION TERM(4)
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME GRANTED(#)(1) FISCAL YEAR(2) ($/SH)(3) DATE 5%($) 10%($)
- -------------------------- ------------- ---------------- --------- ------------------ -------- ---------

James C. Burrows ......... -- -- -- -- -- --

Laurel E. Morrison ....... 12,000 3.8% $23.75 September 14, 2008 $179,280 $454,200

Firoze E. Katrak ......... -- -- -- -- -- --

William B. Burnett ....... 3,500 1.1 23.75 September 14, 2008 52,290 132,475

- -----------------------
(1) Represents shares of common stock issuable upon exercise of incentive stock
options granted on September 14, 1998 under CRA's stock option plan. The
option granted to Ms. Morrison vests in four equal annual installments, the
first of which vests on September 14, 1999. The option granted to Mr.
Burnett vested immediately upon grant.
(2) In fiscal 1998, CRA granted to employees options to purchase an aggregate
of 316,500 shares of common stock under CRA's stock option plan.
(3) All options were granted at fair market value as determined by the board of
directors on the date of grant.
(4) Amounts reported in this column represent hypothetical values that may be
realized upon exercise of the options immediately prior to the expiration
of their term, assuming the specified compounded rates of appreciation of
the price of the common stock over the term of the options. These numbers
are calculated based on rules promulgated by the Securities and Exchange
Commission and do not represent CRA's estimate of future stock price
growth. Actual gains, if any, on stock option exercises and common stock
holdings depend on the timing of the exercise of the option and the sale of
the common stock, as well as the future performance of the common stock.
The rates of appreciation assumed in this table may not be achieved and the
officers may never receive the amounts reflected. This table does not take
into account any appreciation in the price of the common stock from the
date of grant to the current date. The values shown are net of the option
exercise price, but do not include deductions for taxes or other expenses
associated with the exercise.

Fiscal Year-End Option Values. The following table sets forth certain
information concerning stock options held at November 28, 1998 by CRA's Chief
Executive Officer and other executive officers. No executive officer exercised
any stock options in fiscal 1998.

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FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR-END AT FISCAL YEAR-END($)(1)
-------------------------------- ----------------------------------
NAME EXERCISABLE(#) UNEXERCISABLE(#) EXERCISABLE($) UNEXERCISABLE($)
- ------------------------ -------------- ---------------- -------------- ----------------

James C. Burrows ....... -- -- -- --

Laurel E. Morrison ..... -- 12,000 -- --

Firoze E. Katrak ....... -- -- -- --

William B. Burnett ..... 3,500 -- -- --

- ------------------------
(1) Value is based on $22.50 per share, the last sale price of the common stock
on November 27, 1998, as reported on the Nasdaq National Market. On that
date, the value of the common stock was less than the applicable exercise
price of these options. Actual gains, if any, on exercise will depend on
the value of the common stock on the date of the sale of the shares.

DIRECTOR COMPENSATION

CRA 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 CRA do not receive separate fees for their services as directors. See "Item
13. Certain Relationships and Related Transactions" for information concerning
consulting fees paid by CRA to certain directors for their services as outside
experts to CRA.

Under CRA's 1998 Incentive and Nonqualified Stock Option Plan, each
"outside director" who shall be re-elected as a director of CRA or whose term
shall continue after an annual meeting of stockholders will on the date of the
annual meeting receive a nonqualified option to purchase 5,000 shares of common
stock at an exercise price equal to the fair market value of the common stock on
that date. Each 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 CRA after the adoption of the stock option 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 fair market value of the common stock on that date. Each 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 stock
option plan, an "outside director" is a director who (a) is not an employee of
CRA or any parent or subsidiary of CRA and (b) is not a consultant who provides
economic consulting services to or in conjunction with CRA or any parent or
subsidiary of CRA. Currently, the outside directors of CRA are Drs. Kaysen,
Moriarty and Saloner. In accordance with the terms of CRA's stock option plan,
in connection with CRA's annual meeting of stockholders in April 1998, each of
Drs. Moriarty and Kaysen was granted a nonqualified option to purchase 5,000
shares of common stock at an exercise price of $18.50 per share. On his election
to the board in December 1998, Dr. Saloner received a nonqualified option to
purchase 10,000 shares of common stock at an exercise price of $24.75 per share.

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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 CRA. For information concerning a stock restriction
agreement to which Drs. Fisher, Kaysen and Moriarty are parties as well as
certain payments by CRA to Drs. Fisher and Moriarty, see "Item 13. Certain
Relationships and Related Transactions."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information with respect to the
beneficial ownership of CRA's common stock as of March 24, 1999 by (a) each
person known by CRA to be the beneficial owner of more than five percent of the
common stock, (b) each of CRA's directors, (c) each of CRA's executive officers
and (d) all directors and executive officers of CRA as a group.

SHARES
BENEFICIALLY OWNED(1)
-------------------------
NAME NUMBER PERCENT(2)
- ------------------------------------------------------------------------ --------- ----------

James C. Burrows (3) ................................................... 620,256 7.3%

John Hancock Mutual Life Insurance Company (4) ......................... 555,200 6.6

Steven C. Salop (5) .................................................... 533,000 6.3

Franklin M. Fisher ..................................................... 386,247 4.6

Rowland T. Moriarty (6) ................................................ 374,720 4.4

William B. Burnett (7) ................................................. 274,489 3.2

Firoze E. Katrak ....................................................... 267,602 3.2

Carl Kaysen (8) ........................................................ 63,714 *

Laurel E. Morrison ..................................................... 26,000 *

Garth Saloner .......................................................... -- *

All directors and executive officers as a group (9 persons) (14) ....... 2,546,028 30.0%

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* Less than one percent.

(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.
(2) The total number of shares of common stock outstanding as of March 24, 1999
was 8,464,144.
(3) Includes 130,000 shares held in trust for the benefit of Dr. Burrows and
certain members of his immediate family. The address for Dr. Burrows is in
care of CRA, 200 Clarendon Street, Boston, Massachusetts 02116.
(4) The number of shares beneficially owned by John Hancock Mutual Life
Insurance Company ("JHMLIC") is based solely on information in a Schedule
13G filed on January 22, 1999 by JHMLIC, John Hancock Subsidiaries, Inc.
("JHS"), The Berkeley Financial Group, Inc. ("BFG") and John Hancock
Advisers, Inc. ("JHA"). JHA has sole voting

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power and sole investment power with respect to 555,200 shares of common
stock pursuant to advisory agreements with several portfolios, funds and
accounts. JHMLIC, JHS and BFG reported that they possess indirect
beneficial ownership of shares beneficially owned by JHA because they are
direct or indirect parents of JHA. The address for JHMLIC and JHS is John
Hancock Place, P.O. Box 111, Boston, Massachusetts 02117, and the address
for BFG and JHA is 101 Huntington Avenue, Boston, Massachusetts 02199.
(5) Includes 187,200 held by Dr. Salop's wife as trustee of two trusts for the
benefit of certain members of Dr. Salop's immediate family. The address for
Dr. Salop is in care of CRA, Suite 700, 600 13th Street, N.W., Washington,
D.C. 20005.
(6) Includes 5,000 shares subject to options exercisable within 60 days of
March 24, 1999 and 104,000 shares held by Dr. Moriarty's wife as trustee of
a trust for the benefit of Dr. Moriarty and certain members of his
immediate family.
(7) Includes 3,500 shares subject to options exercisable within 60 days of
March 24, 1999.
(8) Includes 5,000 shares subject to options exercisable within 60 days of
March 24, 1999.
(9) See notes 3 and 5 through 8.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

STOCK RESTRICTION AGREEMENT

Each person who was a stockholder of CRA before CRA's initial public
offering is subject to a stock restriction agreement with CRA. The stock
restriction agreement prohibits each pre-IPO stockholder from selling or
otherwise transferring shares of common stock held immediately before the IPO as
follows: (a) until April 24, 2000, no pre-IPO stockholder may sell any of his or
her pre-IPO stock, except that he or she may sell up to 15% of his or her
pre-IPO stock in a public offering; (b) from April 24, 2000 until April 24,
2003, each pre-IPO stockholder will be able to sell up to an aggregate of 50% of
his or her pre-IPO stock, less any shares previously sold in public offerings;
(c) from April 24, 2003 to April 24, 2005, each pre-IPO stockholder will be able
to sell up to an aggregate of an additional 20% of his or her pre-IPO stock; and
(d) after April 24, 2005, each pre-IPO stockholder will be able to sell, in any
12-month period, an amount equal to the greater of (1) 10% of his or her pre-IPO
stock or (2) one-third of the pre-IPO stock held by him or her on April 24,
2005. Upon the death or retirement for disability of any pre-IPO stockholder in
accordance with CRA's policies, the foregoing restrictions will terminate with
respect to his or her pre-IPO stock. The board of directors has 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-IPO
stockholder leaves CRA other than for death or retirement for disability in
accordance with CRA's policies, CRA will have certain rights to repurchase his
or her pre-IPO stock as follows: (a) until April 24, 2000, CRA may repurchase up
to 85% of his or her pre-IPO stock, (b) from April 24, 2000 to April 24, 2003,
CRA may repurchase up to 50% of his or her pre-IPO stock, and (c) after April
24, 2003, CRA may repurchase all of the pre-IPO stock that the pre-IPO
stockholder will not have already become entitled to sell. The purchase price
will be equal to 70% of the fair market value of the repurchased stock (95% in
the case of pre-IPO stockholders who retire after April 24, 2003), or, if the
pre-IPO stockholder competes with CRA, 40% of fair market value. The

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purchase price will be payable in three equal annual installments. The stock
restriction agreement will terminate on April 23, 2008 or earlier with the
approval of the board of directors of CRA.

PAYMENTS TO AFFILIATED PARTIES

CRA has made payments to Drs. Fisher and Salop, both directors of CRA,
for their services as outside experts, including for consulting services to
clients and for the generation of engagements for CRA. Dr. Salop also held more
than five percent of the common stock of CRA outstanding as of March 24, 1999.
In fiscal 1998 and the first quarter of fiscal 1999, CRA paid Dr. Fisher an
aggregate of $158,936 and $147,621, respectively. In fiscal 1998 and the first
quarter of fiscal 1999, CRA paid Dr. Salop an aggregate of $676,447 and $95,700,
respectively. The foregoing amounts include payments made to companies wholly
owned by each of the outside experts.

In fiscal 1998, CRA paid Dr. Moriarty, a director of CRA, an aggregate
of $95,000 for consulting services. In addition, CRA has made certain office
space and support services available to Cubex Inc., a company wholly owned by
Dr. Moriarty. The portion of CRA's expenses, including rent, labor costs and
insurance, allocable to the resources made available to Cubex Inc., net of
reimbursements, was $73,079 and $17,263 in fiscal 1998 and the first quarter of
fiscal 1999, respectively.

SALE OF STOCK

In August 1997, CRA sold 26,000 shares of common stock to Laurel E.
Morrison, the Chief Financial Officer, Vice President, Finance and
Administration, and Treasurer of CRA, at a purchase price of approximately $2.71
per share, which represented the fair market value per share at that time, as
determined by CRA's board of directors. Ms. Morrison paid $24,000 at the time of
purchase and the remainder in April 1998.

REPURCHASE OF STOCK

In May 1995, CRA repurchased 59,800 shares of common stock from each of
Dr. Fisher and Alan R. Willens, a former director of CRA, in each case for a
purchase price equal to the sum of (a) $33,695, payable in three equal annual
installments, (b) an amount, payable in five annual installments, equal to his
pro rata portion of 25% of CRA'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 CRA had paid $78,383 as of
February 19, 1999, and (c) $2,020, paid in April 1996.

PAYMENTS TO LANDLORD

In 1978, CRA entered into an office lease agreement with John Hancock
Mutual Life Insurance Company for office space for CRA's headquarters. The lease
has been amended on several occasions since that time to increase the space
leased by CRA, to modify CRA's rental payments and to make other changes. Based
solely on a Schedule 13G filed by John Hancock Mutual Life Insurance Company and
related parties on January 22, 1999, CRA believes that on

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December 31, 1998, John Hancock Advisers, Inc., an investment adviser and an
indirect, wholly owned subsidiary of John Hancock Mutual Life Insurance Company,
purchased 555,200 shares of CRA's common stock from persons unrelated to CRA and
thereby acquired more than 5% of CRA's outstanding common stock. John Hancock
Advisers, Inc. purchased the shares on behalf of various portfolios, funds and
accounts for which it acts as investment adviser. In fiscal 1998 and fiscal 1999
(through March 19, 1999), CRA's payments under the lease were $1,236,072 and
$437,459, respectively.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

Dated: March 26, 1999

CHARLES RIVER ASSOCIATES INCORPORATED

By: /s/ James C. Burrows
----------------------------------------
James C. Burrows
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

/s/ Franklin M. Fisher Chairman of the Board March 23, 1999
- ---------------------------
Franklin M. Fisher

/s/ James C. Burrows President, Chief Executive Officer and March 26, 1999
- --------------------------- Director (Principal Executive Officer)
James C. Burrows

/s/ Laurel E. Morrison Chief Financial Officer, Vice President, March 26, 1999
- --------------------------- Finance and Administration, and Treasurer
Laurel E. Morrison (Principal Financial and Accounting Officer)

/s/ William B. Burnett Vice President and Director March 24, 1999
- ---------------------------
William B. Burnett

/s/ Firoze E. Katrak Vice President and Director March 25, 1999
- ---------------------------
Firoze E. Katrak

/s/ Carl Kaysen Director March 24, 1999
- ---------------------------
Carl Kaysen

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/s/ Rowland T. Moriarty Director March 26, 1999
- ---------------------------
Rowland T. Moriarty

/s/ Garth Saloner Director March 24, 1999
- ---------------------------
Garth Saloner

Director
- ---------------------------
Steven C. Salop