<Page>

                                                                     Exhibit 3.5

                               AMENDMENT NO. 2 TO

                           SECOND AMENDED AND RESTATED

                                   BY-LAWS OF

                                   KEANE, INC.


VOTED:         That the following Sections 1.5, 1.7 and 1.8 supersede Sections
               1.5, 1.7 and 1.8, respectively, of the Corporation's current
               bylaws in their entirety effective July 1, 2004:

"1.5.   QUORUM.

        (a)    Unless otherwise provided by law, or in the Articles of
Organization, these Bylaws or, to the extent authorized by law, a resolution of
the Board of Directors requiring satisfaction of a greater quorum requirement
for any voting group, a majority of the votes entitled to be cast on the matter
by a voting group constitutes a quorum of that voting group for action on that
matter. As used in these Bylaws, a voting group includes all shares of one or
more classes or series that, under the Articles of Organization or the
Massachusetts Business Corporation Act, as in effect from time to time (the
"MBCA"), are entitled to vote and to be counted together collectively on a
matter at a meeting of shareholders.

        (b)    A share once represented for any purpose at a meeting is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless (1) the shareholder attends solely to object
to lack of notice, defective notice or the conduct of the meeting on other
grounds and does not vote the shares or otherwise consent that they are to be
deemed present, or (2) in the case of an adjournment, a new record date is or
shall be set for that adjourned meeting.

1.7.    VOTING AND PROXIES.

        (a)    Except as provided in this Section 1.7(a) or unless the Articles
of Organization provide otherwise, each outstanding share, regardless of class,
is entitled to one vote on each matter voted on at a shareholders' meeting. Only
shares are entitled to vote, and each fractional share, if any, is entitled to a
proportional vote. Absent special circumstances, the shares of the Corporation
are not entitled to vote if they are owned, directly or indirectly, by another
entity of which the Corporation owns, directly or indirectly, a majority of the
voting interests; provided, however, that nothing in these Bylaws shall limit
the power of the Corporation to vote any shares held by it, directly or
indirectly, in a fiduciary capacity. Unless the Articles of Organization provide
otherwise, redeemable shares are not entitled to vote after notice of redemption
is given to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company or other financial institution under an
irrevocable obligation to pay the holders the redemption price upon surrender of
the shares.

<Page>

        (b)    A shareholder may vote his or her shares in person or may appoint
a proxy to vote or otherwise act for him or her by signing an appointment form,
either personally or by his or her attorney-in-fact. An appointment of a proxy
is effective when received by the Clerk or Secretary of the Corporation or by
any other officer or agent authorized to tabulate votes. Unless otherwise
provided in the appointment form, an appointment is valid for a period of 11
months from the date the shareholder signed the form or, if it is undated, from
the date of its receipt by the officer or agent. An appointment of a proxy is
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest, as
defined in the MBCA. An appointment made irrevocable is revoked when the
interest with which it is coupled is extinguished. The death or incapacity of
the shareholder appointing a proxy shall not affect the right of the Corporation
to accept the proxy's authority unless notice of the death or incapacity is
received by the Clerk or Secretary of the Corporation or by any other officer or
agent authorized to tabulate votes before the proxy exercises his or her
authority under the appointment. A transferee for value of shares subject to an
irrevocable appointment may revoke the appointment if he or she did not know of
its existence when he or she acquired the shares and the existence of the
irrevocable appointment was not noted conspicuously on the certificate
representing the shares or on the information statement for shares without
certificates. Subject to the provisions of Section 7.24 of the MBCA, or any
successor Section thereto, and to any express limitation on the proxy's
authority appearing on the face of the appointment form, the Corporation is
entitled to accept the proxy's vote or other action as that of the shareholder
making the appointment.

1.8     ACTION AT MEETING. If a quorum of a voting group exists, favorable
action on a matter, other than the election of Directors, is taken by a voting
group if the votes cast within the group favoring the action exceed the votes
cast opposing the action, unless a greater number of affirmative votes is
required by law, the Articles of Organization, these Bylaws or, to the extent
authorized by law, a resolution of the Board of Directors requiring receipt of a
greater affirmative vote of the shareholders, including more separate voting
groups. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. No
ballot shall be required for such election unless requested by a shareholder
present or represented at the meeting and entitled to vote in the election."


                              Adopted by the Board of Directors on June 30, 2004