SECOND AMENDMENT TO REVOLVING NOTE

Exhibit 10.2

SECOND AMENDMENT TO REVOLVING NOTE

This Second Amendment to Revolving Note (the “Second Amendment”) is made as of this 20^th day of June 2005 by and between Citizens Bank of Massachusetts (the “Bank”) having a principal office located at 28 State Street, Boston, Massachusetts 02108 and CRA International, Inc., formerly known as Charles River Associates Incorporated (the “Borrower”), a Massachusetts corporation having an office at the John Hancock Tower, 200 Clarendon Street, T-33, Boston, Massachusetts 02116-5092 to that certain Revolving Note dated January 14, 2004 executed by the Borrower in favor of the Bank (as amended, the “Note”).  Any capitalized terms not otherwise defined herein shall have the same meanings designated in the Note.

W I T N E S S E T H:

WHEREAS, the Borrower did on January 14, 2004 execute, seal and deliver to the Bank the Note, which Note was amended by a First Amendment to Revolving Note dated March 29, 2005; and

WHEREAS, the Borrower has requested that the Bank increase the amount of the Note;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, receipt of whereof is hereby acknowledged, it is hereby agreed by and between the Borrower and the Bank as follows:

1.                                       The Note is hereby amended by replacing any and all references to “Forty Million Dollars” with “Ninety Million Dollars” and all references to “$40,000,000.00” to “90,000,000.00”.

2.                                       The Note, as amended hereby, shall remain in full force and effect and all terms hereof are hereby ratified and confirmed by the Borrower.  Except as specifically provided herein, all other terms and conditions of the Note shall remain in full force and effect.

3.                                       The Borrower by its execution of this Second Amendment in the space provided below, represents, warrants and agrees that the Borrower has no claims, defenses, counterclaims or offsets against the Bank in connection with the Note or any of the other documents executed in connection therewith and, to the extent that any such claim, defense, counterclaim or offset may exist, the Borrower by its execution of this Second Amendment in the space provided below, hereby affirmatively WAIVES and RELEASES the Bank from same.

4.                                       This Second Amendment shall take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first above written.

5.                                       Any and all references to the Note and any instrument previously and now hereafter executed by the Borrower shall be deemed to refer to the Note as amended by this Second

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Amendment and any future amendments hereafter entered into between the Borrower and the Bank.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written as a sealed instrument.

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