SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BURROWS JAMES C (Last) (First) (Middle) 75 CLAIREMONT ROAD (Street) BELMONT MA 02178 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHARLES RIVER ASSOCIATES INC [ CRAI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 08/15/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2003(1)		S		75,000	D	$30.004(2)	237,531	D
Common Stock								39,000	I(3)	By trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$23							03/12/1999(4)	03/12/2009	Common Stock	10,000		10,000	D
Incentive Stock Option (right to buy)	$19.75							04/25/2000(5)	04/25/2010	Common Stock	13,250		13,250	D
Incentive Stock Option (right to buy)	$13.75							05/30/2003	05/30/2012	Common Stock	2,624		2,624	D
Nonqualified Stock Option (right to buy)	$13.75							05/30/2003	05/30/2012	Common Stock	7,376		7,376	D
Incentive Stock Option (right to buy)	$22.81							06/05/2003(6)	06/05/2013	Common Stock	14,734		14,734	D
Nonqualified Stock Option (right to buy)	$22.81							06/05/2003(7)	06/05/2013	Common Stock	10,266		10,266	D

Explanation of Responses:

1. Represents the date of the closing of the exercise of the over-allotment option relating to the public offering of shares of CRA's common stock pursuant to the Underwriting Agreement dated August 6, 2003 by and among CRA, the underwriters named therein, the reporting person, and the other selling stockholders named therein.

2. Represents a discount of $1.746 per share from the public offering price.

3. Represents shares held by the James C. Burrows Irrevocable Trust 1998, Art. Second for the benefit of certain members of Dr. Burrows' imnmediate family. Dr. Burrows disclaims beneficial ownership of the shares held by the Trust.

4. Date indicated is date of grant. The option vests over three years, as follows: 4,347 shares vest on the date of grant, 4,347 shares vest on the first anniversary of the date of grant, and 1,306 shares vest on the second anniversary of the date of grant.

5. Date indicated is date of grant. The option vests over four years, as follows: 3,542 shares vest on the first anniversary of the date of grant and 3,236 shares vest on each of the second, third, and fourth anniversaries of the date of grant.

6. Date indicated is date of grant. The option vests over four years, as follows: 1,582 shares vest on the first anniversary of the date of grant and 4,384 shares vest on each of the second, third, and fourth anniversaries of the date of grant.

7. Date indicated is date of grant. The option vests over four years, as follows: 4,668 shares vest on the first anniversary of the date of grant and 1,866 shares vest on each of the second, third, and fourth anniversaries of the date of grant.

	Delia J. Makhlouta, by power of attorney	08/12/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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