UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 28, 2002



                          Commission file number  1-9410
                                                  ------

                        COMPUTER TASK GROUP, INCORPORATED
 ------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                New York                                  16-0912632
------------------------------------------    ---------------------------------
          (State of incorporation)            (IRS Employer Identification No.)


    800 Delaware Avenue, Buffalo, New York                14209
--------------------------------------------  ---------------------------------
     (Address of principal executive offices)           (Zip Code)


        Registrant's telephone number, including area code (716) 882-8000


         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
                                       ---    ---

                  Number of shares of common stock outstanding:

                                                 Shares outstanding
         Title of each class                      at June 28, 2002
         -------------------                      -----------------
        Common stock, par value
             $.01 per share                          20,868,834



                                       1




                             PARTS AND ITEMS AMENDED

The registrant hereby amends Part I. Financial Information, Items 1, 2 and Part
II. Other Information, Item 6, in the registrant's quarterly report on Form 10-Q
for the quarterly period ended June 28, 2002 to reflect the adoption of
Financial Accounting Standard (FAS) No. 142, "Goodwill and Other Intangible
Assets," which requires the cumulative effect of the change in accounting
principle to be recorded in the Company's year-to-date financial results.


                                       2





                          PART I. FINANCIAL INFORMATION

ITEM 1.            CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        COMPUTER TASK GROUP, INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                  FOR THE QUARTER ENDED            FOR THE TWO QUARTERS ENDED
                                                JUNE 28,         JUNE 29,          JUNE 28,          JUNE 29,
                                                  2002             2001              2002              2001
                                                ---------        ---------         ---------         --------
                                                          (amounts in thousands, except per share data)
                                                                                         
Revenue                                         $  67,667        $  86,113         $ 137,561         $170,876

Direct costs                                       48,986           61,449            99,135          122,632

Selling, general and administrative expenses       17,374           23,225            35,317           50,027
                                                ---------        ---------         ---------         --------
Operating income (loss)                             1,307            1,439             3,109           (1,783)

Interest and other income                              88              134               168              405

Interest and other expense                           (286)          (1,540)           (1,426)          (2,538)
                                                ----------       ----------        ----------        ---------
Income (loss) before income taxes and
   cumulative effect of change in
   accounting principle                             1,109               33             1,851           (3,916)

Provision (benefit) for income taxes                  438            1,390               731           (1,179)
                                                ---------        ---------         ---------         ---------
Net income (loss) before cumulative effect
   of change in accounting principle                  671           (1,357)            1,120           (2,737)

Cumulative effect of change in
   accounting principle                                 -                -           (37,038)               -
                                                ---------        ---------         ----------        --------

Net income (loss)                               $     671        $  (1,357)        $ (35,918)        $ (2,737)
                                                =========        ==========        ==========        =========
Basic net income (loss) per share:

Income (loss) before cumulative effect
   of change in accounting principle            $     0.04       $   (0.08)        $     0.07        $  (0.17)
Cumulative effect of change in
   accounting principle                                  -                -            (2.24)                -
                                                ----------       ----------        ----------        ---------
Basic net income (loss) per share               $     0.04       $   (0.08)        $   (2.17)        $  (0.17)
                                                ==========       ==========        ==========        =========

Diluted net income (loss) per share:

Income (loss) before cumulative effect
   of change in accounting principle            $     0.04       $   (0.08)        $     0.07        $  (0.17)
Cumulative effect of change in
   accounting principle                                  -                -            (2.18)                -
                                                ----------       ----------        ----------        ---------
Diluted net income (loss) per share             $     0.04       $   (0.08)        $   (2.11)        $  (0.17)
                                                ==========       ==========        ==========        =========

Weighted average shares outstanding:
     Basic                                         16,557           16,418            16,545           16,401
     Diluted                                       17,029           16,418            17,000           16,401





The accompanying notes are an integral part of these condensed consolidated
financial statements.



                                       3





                        COMPUTER TASK GROUP, INCORPORATED
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)



                                                                                    JUNE 28,       DECEMBER 31,
                                                                                     2002               2001
                                                                                    ---------        ----------
                                                                                       (amounts in thousands)
                                                                                               
ASSETS
-------------------------------------------------------------------------------------------------------------------
Current Assets:
    Cash and temporary cash investments                                            $     2,731       $    3,362
    Accounts receivable, net of allowances and reserves                                 52,280           51,230
    Prepaids and other                                                                   3,657            2,958
    Deferred income taxes                                                                1,142            1,089
-------------------------------------------------------------------------------------------------------------------
           TOTAL CURRENT ASSETS                                                         59,810           58,639

    Property and equipment, net of
       accumulated depreciation and amortization                                        10,889           13,082
    Property held for sale                                                               1,777                -
    Goodwill, net of accumulated amortization                                           37,292           74,735
    Deferred income taxes                                                                2,350            2,660
    Other assets                                                                           636              682
-------------------------------------------------------------------------------------------------------------------
           TOTAL ASSETS                                                             $  112,754       $  149,798
                                                                                    ==========       ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------------------------------------------------------------------------------------
Current Liabilities:
    Accounts payable                                                               $     8,238       $    8,193
    Accrued compensation                                                                21,985           24,133
    Income taxes payable                                                                 2,802                -
    Advance billings on contracts                                                          377              471
    Other current liabilities                                                            5,707            5,531
-------------------------------------------------------------------------------------------------------------------
           TOTAL CURRENT LIABILITIES                                                    39,109           38,328

    Long-term debt                                                                      13,234           15,512
    Deferred compensation benefits                                                       8,864            8,794
    Other long-term liabilities                                                            350              537
-------------------------------------------------------------------------------------------------------------------
           TOTAL LIABILITIES                                                            61,557           63,171

Shareholders' Equity:
    Common stock, par value $.01 per share, 150,000,000
       shares authorized; 27,017,824 shares issued                                         270              270
    Capital in excess of par value                                                     111,516          111,500
    Retained earnings                                                                   37,455           73,373
    Less:  Treasury stock of 6,148,990 and 6,147,810 shares, at cost, respectively     (31,416)         (31,410)
           Stock Trusts of 4,295,983 and 4,338,000 shares, at cost, respectively       (59,060)         (59,239)
    Other comprehensive income:
           Foreign currency adjustment                                                  (6,985)          (7,284)
           Minimum pension liability adjustment                                           (583)            (583)
-------------------------------------------------------------------------------------------------------------------
                Accumulated other comprehensive income                                  (7,568)          (7,867)
-------------------------------------------------------------------------------------------------------------------
           TOTAL SHAREHOLDERS' EQUITY                                                   51,197           86,627
-------------------------------------------------------------------------------------------------------------------
           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $   112,754       $  149,798
                                                                                   ===========       ==========





The accompanying notes are an integral part of these condensed consolidated
financial statements.



                                       4





                        COMPUTER TASK GROUP, INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                                     TWO QUARTERS ENDED
                                                                                 JUNE 28,           JUNE 29,
                                                                                   2002               2001
                                                                                -----------      -----------
                                                                                  (amounts in thousands)
                                                                                           
Cash flows from operating activities:
  Net loss                                                                      $  (35,918)      $    (2,737)
  Adjustments:
    Depreciation expense                                                             1,898             2,429
    Amortization expense                                                                 -             1,988
    Change in accounting principle                                                  37,038                 -
    Deferred income taxes                                                              257               890
    Tax benefit from stock option exercises                                              -                27
    Loss on sales or disposals of fixed assets                                           -                32
    Deferred compensation expense                                                       70                79
    Changes in assets and liabilities:
      Increase in accounts receivable                                                 (502)          (11,734)
      Increase in prepaids and other                                                  (690)             (198)
      (Increase) decrease in other assets                                               46              (650)
      Decrease in accounts payable                                                    (211)           (1,779)
      Increase (decrease) in accrued compensation                                   (2,394)            2,146
      Increase (decrease) in income taxes payable                                    2,995            (1,040)
      Decrease in advance billings on contracts                                        (94)             (372)
      Increase (decrease) in other current liabilities                                  27            (2,893)
      Increase (decrease) in other long-term liabilities                              (310)              511
                                                                                -----------      -----------
Net cash provided by (used in) operating activities                                  2,212           (13,301)
-------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Additions to property and equipment                                               (1,304)           (2,506)
  Proceeds from sales of fixed assets                                                    -                35
-------------------------------------------------------------------------------------------------------------------

Net cash used in investing activities                                               (1,304)           (2,471)
-------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from (payments on) long-term revolving debt, net                         (2,278)           19,220
  Proceeds from Employee Stock Purchase Plan                                           182               277
  Purchase of stock for treasury                                                        (6)               (6)
  Proceeds from other stock plans                                                       13               124
                                                                                ----------       -----------
Net cash provided by (used in) financing activities                                 (2,089)           19,615
-------------------------------------------------------------------------------------------------------------------

Effect of exchange rate changes on cash and temporary cash investments                 550              (903)
                                                                                ----------       ------------
Net increase (decrease) in cash and temporary cash investments                        (631)            2,940
Cash and temporary cash investments at beginning of year                             3,362             2,562
-------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at end of quarter                           $    2,731       $     5,502
                                                                                ===========      ===========






The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       5






                        COMPUTER TASK GROUP, INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       Financial Statements

         The condensed consolidated financial statements included herein
reflect, in the opinion of the management of Computer Task Group, Incorporated
("CTG" or "the Company"), all normal recurring adjustments necessary to present
fairly the condensed consolidated financial position, results of operations and
cash flows for the periods presented.

2.       Basis of Presentation

         The condensed consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission (the SEC). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the SEC rules
and regulations. Management believes that the information and disclosures
provided herein are adequate to present fairly the consolidated financial
position, results of operations and cash flows of the Company. It is suggested
that these condensed consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's latest Annual Report on Form 10-K filed with the SEC.

3.       Comprehensive Income

         Accumulated other comprehensive income totaled $(7,568,000) and
$(7,867,000) at June 28, 2002 and December 31, 2001, respectively. Total
comprehensive loss for the two quarters ended June 28, 2002 and June 29, 2001
totaled $(35,619,000) and $(4,031,000), respectively. Total comprehensive income
(loss) for the quarters ended June 28, 2002 and June 29, 2001 was $1,745,000 and
$(1,689,000), respectively.

4.       Accounting Standards Pronouncements

         In July 2001, the Financial Accounting Standards Board (FASB) issued
Financial Accounting Standard (FAS) No. 141, "Business Combinations," and FAS
No. 142, "Goodwill and Other Intangible Assets." These standards make
significant changes to the accounting for business combinations, goodwill, and
intangible assets. FAS No. 141 eliminates the pooling-of-interests method of
accounting for business combinations with limited exceptions for combinations
initiated prior to July 1, 2001. In addition, it clarifies the criteria for
recognition of intangible assets apart from goodwill. This statement is
effective for business combinations completed after June 30, 2001.

         FAS No. 142 discontinues the practice of amortizing goodwill and
indefinite-lived intangible assets and initiates a review, at least annually,
for impairment. Intangible assets with a determinable useful life will continue
to be amortized over their useful lives. FAS No. 142 applies to existing
goodwill and intangible assets, and such assets acquired after June 30, 2001.
FAS No. 142 was effective for fiscal years beginning after December 15, 2001.
Accordingly, the Company adopted this standard as of January 1, 2002, and no
longer amortizes its existing goodwill after that date.


                                       6

         In conjunction with the adoption of FAS No. 142, the initial valuation
of the business unit for which the Company's goodwill relates was completed by
an independent appraisal company. Such valuation indicated that the carrying
value of the business unit was greater than the determined fair value. The
goodwill on the Company's balance sheet primarily relates to the acquisition in
February 1999 of the healthcare information technology services provider Elumen
Solutions, Inc. Although the revenues and profits for this unit dipped in 2000
and 2001, in 2002 the revenues and profits for that unit are similar to when the
acquisition was completed in 1999. However, the valuation of technology
companies in 1999 was relatively high as compared to the valuations at the
beginning of 2002. Accordingly, as a result of the independent appraisal based
upon the fair market values of similar companies and the subsequent independent
valuation of the implied goodwill, the Company recorded a $37.0 million non-cash
charge for impairment of goodwill in that business unit in the Company's
financial results for the year-to-date period ended June 28, 2002. There was no
tax associated with this impairment as the amortization of this goodwill was not
deductible for tax purposes.

         The effect of the amortization of the Company's existing goodwill on
net income (loss), and basic and diluted net income (loss) per share for the
quarters and two quarters ended June 28, 2002 and June 29, 2001, respectively,
is as follows:



                                                                         For the quarter ended
                                                                       June 28,          June 29,
                                                                          2002             2001
                                                                       ---------        ---------
                                                                                  
     NET INCOME (LOSS):
     Reported net income (loss)                                        $     671        $  (1,357)
     Goodwill amortization                                                     -              995
                                                                       ---------        ---------
         Adjusted net income (loss)                                    $     671        $    (362)
                                                                       =========        ==========
     BASIC AND DILUTED NET INCOME (LOSS) PER SHARE:
     Reported basic and diluted net income (loss) per share            $    0.04        $   (0.08)
     Goodwill amortization                                                     -             0.06
                                                                       ---------        ---------
         Adjusted basic and diluted net income (loss) per share        $    0.04        $   (0.02)
                                                                       =========        ==========





                                                                      For the two quarters ended
                                                                            June 28,June 29,
                                                                         2002             2001
                                                                       ---------        --------
                                                                                  
     NET INCOME (LOSS):
     Reported net loss                                                 $ (35,918)       $  (2,737)
     Goodwill amortization                                                     -            1,988
                                                                       ---------        ---------
         Adjusted net loss                                             $ (35,918)       $    (749)
                                                                       =========        =========
     BASIC NET LOSS PER SHARE:
     Reported basic net loss per share                                 $   (2.17)       $   (0.17)
     Goodwill amortization                                                     -             0.12
                                                                       ---------        ---------
         Adjusted basic net loss per share                             $   (2.17)       $   (0.05)
                                                                       =========        =========

     DILUTED NET LOSS PER SHARE:
     Reported diluted net loss per share                               $   (2.11)      $    (0.17)
     Goodwill amortization                                                     -             0.12
                                                                       ---------        ---------
         Adjusted diluted net loss per share                           $   (2.11)       $   (0.05)
                                                                       =========        =========




         Included in the net loss for the two quarters ended June 29, 2002 is
the charge for the cumulative effect of a change in accounting principle
related to the adoption of FAS No. 142 of $37.0 million, or $2.24 per basic
share and $2.18 per diluted share. Without this charge, reported, net income in
2002 would have been $1.1 million, or $0.07 per basic and diluted share.



                                       7

         In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Lon-Lived Assets," which addresses the accounting and
reporting for the impairment or disposal of long-lived assets. The Company
adopted this standard effective January 1, 2002. During the first quarter of
2002, the Company began to actively market one of its owned properties for sale,
and has classified this property as held for sale on its condensed consolidated
balance sheet as of June 28, 2002. As the Company does not anticipate a loss on
the sale of this property, no adjustment was made to the carrying value of this
asset in either the first or second quarter of 2002.



         During the first quarter of 2002, based upon new interpretive guidance
issued for the accounting for billable expenses under Emerging Issues Task Force
issue No. D-103, "Income Statement Characterization of Reimbursements Received
for Out-of-Pocket Expenses Incurred," the Company began to record its billable
expenses on a gross basis as both revenue and direct costs, rather than on a net
basis. Such costs totaled $1.9 million and $2.4 million in the second quarter of
2002 and 2001, respectively, and $3.8 million and $4.4 million in the
year-to-date periods for 2002 and 2001, respectively. The 2001 revenue and
direct cost balances on the condensed consolidated statement of operations have
been restated by these amounts from that which was previously reported.



                                       8





ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
              FOR THE QUARTER AND TWO QUARTERS ENDED JUNE 28, 2002

FORWARD-LOOKING STATEMENTS

         Statements included in this Management's Discussion and Analysis of
Results of Operations and Financial Condition and elsewhere in this document
that do not relate to present or historical conditions are "forward-looking
statements" within the meaning of that term in Section 27A of the Securities Act
of 1933, as amended, and in Section 21F of the Securities Exchange Act of 1934,
as amended. Additional oral or written forward-looking statements may be made by
the Company from time to time, and such statements may be included in documents
that are filed with the Securities and Exchange Commission. Such forward-looking
statements involve risks and uncertainties that could cause results or outcomes
to differ materially from those expressed in such forward-looking statements.
Forward-looking statements may include, without limitation, statements relating
to the Company's plans, strategies, objectives, expectations and intentions and
are intended to be made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as "believes," "forecasts,"
"intends," "possible," "expects," "estimates," "anticipates," or "plans" and
similar expressions are intended to identify forward-looking statements. Among
the important factors on which such statements are based are assumptions
concerning the anticipated growth of the information technology industry, the
continued need of current and prospective customers for the Company's services,
the availability of qualified professional staff, and price and wage inflation.

RESULTS OF OPERATIONS

         To better understand the financial trends of the Company, the following
tables set forth data as contained on the condensed consolidated statements of
operations, with the percentage information calculated as a percentage of
consolidated revenues.



FOR THE QUARTER ENDED:                                            JUNE 28,                        JUNE 29,
                                                                    2002                            2001
                                                                   ------                          ------
                                                                                           
Revenue                                                    100.0%        $67,667          100.0%       $86,113
Direct costs                                                72.4%         48,986           71.3%        61,449
Selling, general, and administrative expenses               25.7%         17,374           27.0%        23,225
--------------------------------------------------------------------------------------------------------------
Operating income                                             1.9%          1,307            1.7%         1,439
Interest and other expense, net                             (0.3)%          (198)          (1.7)%       (1,406)
---------------------------------------------------------------------------------------------------------------
Income before income taxes                                   1.6%          1,109            0.0%            33
Provision for income taxes                                   0.6%            438            1.6%         1,390
--------------------------------------------------------------------------------------------------------------
Net income (loss)                                            1.0%        $   671           (1.6)%      $(1,357)
                                                             ====        =======           ======      ========




                                       9






FOR THE TWO QUARTERS ENDED:                                       JUNE 28,                        JUNE 29,
                                                                    2002                            2001
                                                                   ------                          ------
                                                                                          
Revenue                                                    100.0%       $137,561          100.0%      $170,876
Direct costs                                                72.0%         99,135           71.7%       122,632
Selling, general, and administrative expenses               25.7%         35,317           29.3%        50,027
--------------------------------------------------------------------------------------------------------------
Operating income (loss)                                      2.3%          3,109           (1.0)%       (1,783)
Interest and other expense, net                             (1.0)%        (1,258)          (1.3)%       (2,133)
---------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes and
 cumulative effect of change in accounting
 principle                                                   1.3%          1,851           (2.3)%       (3,916)
Provision (benefit) for income taxes                         0.5%            731           (0.7)%       (1,179)
---------------------------------------------------------------------------------------------------------------
Net income (loss) before cumulative effect of
 change and accounting principle                              0.8%         1,120           (1.6)%       (2,737)

Cumulative effect of change in accounting
 principle                                                  (26.9)%      (37,038)           0.0%            -
---------------------------------------------------------------------------------------------------------------
Net loss                                                    (26.1)%     $(35,918)          (1.6)%      $(2,737)
                                                             ====          =====           ======      ========


         CTG's second quarter 2002 revenue was $67.7 million, a decrease of 21.4
percent when compared to second quarter 2001 revenue of $86.1 million, while
2002 year-to-date revenues were $137.6 million, a decrease of 19.5 percent from
2001 year-to-date revenues of $170.9 million. The year-over-year revenue
decrease is a result of the ongoing recession in the technology sector which has
had a significant negative effect on customer spending for information
technology services. North American revenue decreased by $26.0 million or 17.9
percent in the year-to-date 2002 period as compared to 2001, while revenue from
European operations decreased by $7.3 million, or 28.4 percent. The European
decrease is also due to a general economic slowdown in the countries in which
the Company operates.

         The 2001 to 2002 year-to-date revenue decline was slightly offset by
the weakening of the U.S. dollar as compared to the currencies of the
Netherlands, Belgium, the United Kingdom, and Luxembourg. If there had been no
change in these foreign currency exchange rates from 2001 to 2002, total
consolidated revenues would have been $0.4 million lower.

         In November 2000, the Company signed a contract with IBM for three
years as one of IBM's national technical service providers for the United
States. In the second quarter of 2002, IBM continued to be the Company's largest
customer, accounting for $12.9 million or 19.1 percent of total revenue as
compared to $22.4 million or 26.0 percent of second quarter 2001 revenue. For
the 2002 year-to-date period, revenues from IBM were $26.7 million or 19.4
percent of consolidated revenue, as compared to $46.4 million or 27.2 percent of
consolidated 2001 revenues. Although revenues from IBM have been constrained in
2002, the Company expects to continue to derive a significant portion of its
revenue from IBM throughout the remainder of 2002 and in future years. While the
decline in revenue from IBM has had an adverse effect on the Company's revenues
and profits, the Company believes a simultaneous loss of all IBM business is
unlikely to occur due to the diversity of the projects performed for IBM and the
number of locations and divisions involved.

         Direct costs, defined as costs for billable staff including billable
out-of-pocket expenses, were 72.4 percent of revenue in the second quarter of
2002 as compared to 71.3 percent of second quarter 2001 revenue, and 72.0
percent of 2002 year-to-date revenue as compared to 71.7 percent of 2001
year-to-date revenue. The increase in direct costs as a percentage of revenue in
2002 as compared to 2001 is primarily due to the recession mentioned above which
has negatively affected the rates at which the Company bills customers for its
services.



                                       10





         Selling, general and administrative (SG&A) expenses were 25.7 percent
of revenue in the second quarter of 2002 as compared to 27.0 percent of revenue
in the second quarter of 2001, and 25.7 percent in the 2002 year-to-date period
as compared to 29.3 percent in the 2001 year-to-date period. During 2002, due to
the adoption of Financial Accounting Standard (FAS) No. 142, the Company
discontinued the amortization of its existing goodwill. In the 2001 second
quarter and year-to-date period, such amortization totaled approximately $1.0
million and $2.0 million, respectively. If such amortization expense was
excluded from the 2001 balances, SG&A expense as a percentage of revenue would
have been 25.8 percent in the 2001 second quarter, and 28.1 percent in the 2001
year-to-date period. The decline in SG&A expense year-over-year is due to the
Company continuing to align its cost structure to the current level of revenue.

         Operating income was 1.9 percent of revenue in the 2002 second quarter
as compared to 1.7 percent of revenue in the 2001 second quarter, and 2.3
percent in the 2002 year-to-date period as compared to an operating loss of 1.0
percent in the 2001 year-to-date period. Without the amortization expense in
2001, operating income would have been 2.8 percent in the second quarter, and
0.1 percent in the year-to-date period. Operating income from North American
operations was $2.5 million and $5.5 million in the 2002 second quarter and
year-to-date period, respectively, while European operations recorded an
operating loss of $1.2 million and $ 2.4 million, respectively, in such periods.

         Interest and other expense, net was 1.0 percent of revenue in the 2002
year-to-date period and 1.3 percent in the corresponding 2001 period. The
decrease as a percentage of revenue from 2001 to 2002 is primarily due to lower
average outstanding indebtedness balances and lower interest rates. The
provision (benefit) for income taxes was 39.5 percent in the 2002 year-to-date
period and (30.1) percent in the corresponding 2001 period. The provision
(benefit) rate in each year is calculated based upon the estimated tax rate
(benefit) for the entire year.

         Net income for the second quarter of 2002 was 1.0 percent of revenue or
$0.04 per diluted share, compared to a loss of (1.6) percent of revenue or
$(0.08) per diluted share in 2001. Excluding the effect of the change in
accounting principle, net income for the 2002 year-to-date period was 0.8
percent of revenue or $0.07 per diluted share, compared to a loss of (1.6)
percent of revenue or $(0.17) per diluted share in 2001. Without the
amortization expense, the net loss in the 2001 second quarter would have been
(0.4) percent of revenue or $(0.02) per diluted share, and in the 2001
year-to-date period would have been (0.4) percent or revenue or $(0.05) per
diluted share. Diluted earnings per share were calculated using 17.0 million and
16.4 million equivalent shares outstanding in 2002 and 2001, respectively. The
increase in equivalent shares outstanding in 2002 is due additional weighted
average shares outstanding and the diluted effect of outstanding stock options.

         In July 2001, the Financial Accounting Standards Board (FASB) issued
Financial Accounting Standard (FAS) No. 141, "Business Combinations," and FAS
No. 142, "Goodwill and Other Intangible Assets." These standards make
significant changes to the accounting for business combinations, goodwill, and
intangible assets. FAS No. 141 eliminates the pooling-of-interests method of
accounting for business combinations with limited exceptions for combinations
initiated prior to July 1, 2001. In addition, it clarifies the criteria for
recognition of intangible assets apart from goodwill. This statement is
effective for business combinations completed after June 30, 2001.

         FAS No. 142 discontinues the practice of amortizing goodwill and
indefinite-lived intangible assets and initiates a review, at least annually,
for impairment. Intangible assets with a determinable useful life will continue
to be amortized over their useful lives. FAS No. 142 applies to existing
goodwill and intangible assets, and such assets acquired after June 30, 2001.
FAS No. 142 was effective for fiscal years beginning after December 15, 2001.
Accordingly, the Company adopted this standard as of January 1, 2002, and no
longer amortizes its existing goodwill after that date.



                                       11




         In conjunction with the adoption of FAS No. 142, the initial valuation
of the business unit for which the Company's goodwill relates was completed by
an independent appraisal company. Such valuation indicated that the carrying
value of the business unit was greater than the determined fair value. The
goodwill on the Company's balance sheet primarily relates to the acquisition in
February 1999 of the healthcare information technology services provider Elumen
Solutions, Inc. Although the revenues and profits for this unit dipped in 2000
and 2001, in 2002 the revenues and profits for that unit are similar to when the
acquisition was completed in 1999. However, the valuation of technology
companies in 1999 was relatively high as compared to the valuations at the
beginning of 2002. Accordingly, as a result of the independent appraisal based
upon the fair market values of similar companies and the subsequent independent
valuation of the implied goodwill, the Company recorded a $37.0 million non-cash
charge for impairment of goodwill in that business unit in the Company's
financial results for the year-to-date period ended June 28, 2002. There was no
tax associated with this impairment as the amortization of this goodwill was not
deductible for tax purposes.

         In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses the accounting and
reporting for the impairment or disposal of long-lived assets. The Company
adopted this standard effective January 1, 2002. During the first quarter of
2002, the Company began to actively market one of its owned properties for sale,
and has classified this property as held for sale on its condensed consolidated
balance sheet as of June 28, 2002. As the Company does not anticipate a loss on
the sale of this property, no adjustment was made to the carrying value of this
asset in either the first or second quarter of 2002.

         During the first quarter of 2002, based upon new interpretive guidance
issued for the accounting for billable expenses under Emerging Issues Task Force
issue No. D-103, "Income Statement Characterization of Reimbursements Received
for Out-of-Pocket Expenses Incurred," the Company began to record its billable
expenses on a gross basis as both revenue and direct costs, rather than on a net
basis. Such costs totaled $1.9 million and $2.4 million in the second quarter of
2002 and 2001, respectively, and $3.8 million and $4.4 million in the
year-to-date periods for 2002 and 2001, respectively. The 2001 revenue and
direct cost balances on the condensed consolidated statement of operations have
been restated by these amounts from that which was previously reported.



                                       12





FINANCIAL CONDITION

         Cash provided by operating activities was $2.2 million through the
first two quarters of 2002. Net loss totaled $35.9 million, while the non-cash
adjustment for the change in accounting principle totaled $37.0 million, and
other non-cash adjustments primarily consisting of depreciation expense and
deferred income taxes totaled $2.2 million. Accounts receivable increased by
$0.5 million as compared to December 31, 2001 due to the timing of the
collection of outstanding balances in the second quarter of 2002. Prepaid and
other assets increased $0.7 million due to payments made in the first half of
2002 that will be amortized in future periods. Accounts payable decreased $0.2
million primarily due to the timing of certain payments. Accrued compensation
decreased $2.4 million due to the timing of the US bi-weekly payroll, and fewer
total employees. Income taxes payable increased $3.0 million due to the Company
having taxable income in the 2002 year-to-date period as compared to a
significant loss in the corresponding 2001 period.

         Net property and equipment and property held for sale decreased $0.4
million. Additions to property and equipment were $1.3 million, offset by
depreciation expense of $1.9 million, and foreign currency translation
adjustments of $0.2 million. The Company has no material commitments for capital
expenditures at June 28, 2002.

         Financing activities used $2.1 million of cash through the first two
quarters of 2002. Net payments on long-term revolving debt totaled $2.3 million,
and the Company received $0.2 million from employees for stock purchased under
the Employee Stock Purchase Plan.

         The Company is authorized to repurchase a total of 3.4 million shares
of its common stock for treasury and the Company's stock trusts. At June 28,
2002, approximately 3.2 million shares have been repurchased under the
authorizations, leaving 0.2 million shares authorized for future purchases. No
share purchases have been made in 2002.

         The Company believes existing internally available funds, cash
potentially generated by operations, and available borrowings under the
Company's revolving line of credit will be sufficient to meet foreseeable
working capital, capital expenditure, and possible stock repurchase
requirements, and to allow for future internal growth and expansion.



                                       13







ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is nominally exposed to market risk in the normal course of
its business operations. The Company has $13.1 million of borrowings at June 28,
2002 under a revolving credit agreement, which expose the Company to risk of
earnings or cash flow loss due to changes in market interest rates.
Additionally, as the Company sells its services in North America and in Europe,
financial results could be affected by weak economic conditions in those
markets.


                                      14






                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibit  Description                                              Page
         -------  -----------                                              ----

11.      Statement re: computation of earnings per share                    18

         99.1     Certification Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002                                19

         REPORTS ON FORM 8-K

         The following reports on Form 8-K were filed during the second
         quarter of 2002:

         Date              Description
         ----              -----------

         April 9, 2002     Press release entitled "CTG  Announces  2002 First
                           Quarter  Conference Call Information."

         April 15, 2002    Press release entitled "CTG  Reports 2002 First
                           Quarter  Financial Results."


                                  * * * * * * *

                                    SIGNATURE
                                    ---------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  COMPUTER TASK GROUP, INCORPORATED


                                  By:      /s/  Gregory M. Dearlove
                                           -------------------------
                                           Gregory M. Dearlove
                                           Principal Accounting and
                                           Financial Officer

                                           Title:   Vice President and
                                                    Chief Financial Officer

Date:  November 11, 2002


                                       15


                                 CERTIFICATION


I, James R. Boldt, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Computer Task
         Group, Incorporated;

     2.  Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by the report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash
         flows of the registrant as of, and for, the periods presented in this
         report;




Date:  November 11, 2002                        /s/  James R. Boldt
                                                   ------------------------
                                                   James R. Boldt
                                                   Chairman, President and CEO



                                      16

                                 CERTIFICATION


I, Gregory M. Dearlove, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Computer Task
         Group, Incorporated;

     2.  Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by the report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash
         flows of the registrant as of, and for, the periods presented in this
         report;




Date:  November 11, 2002                        /s/  Gregory M. Dearlove
                                                   ------------------------
                                                   Gregory M. Dearlove
                                                   Vice President and CFO



                                      17