11-K: Annual report of employee stock purchase, savings and similar plans

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the fiscal year ended December 31, 2001
---------------------------------

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
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Commission file Number 0-10200
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:

SEI Investments Capital Accumulation Plan

B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:

SEI Investments Company
1 Freedom Valley Drive
Oaks, Pennsylvania 19456


SEI INVESTMENTS CAPITAL ACCUMULATION PLAN


Table of Contents

Page

Independent Auditors' Reports 1-2

Statements of Net Assets Available for Benefits,
December 31, 2001 and 2000 3

Statement of Changes in Net Assets Available for Benefits, Year ended
December 31, 2001 4

Notes to Financial Statements 5

Schedule:

1 Schedule H, Line 4i - Schedule of Assets (Held at End of Year),
December 31, 2001 10




Independent Auditors' Report

The Plan Administrator
SEI Investments Capital Accumulation Plan:


We have audited the accompanying statement of net assets available for benefits
of SEI Investments Capital Accumulation Plan (the Plan) as of December 31, 2001,
and the related statement of changes in net assets available for benefits for
the year then ended. These financial statements are the responsibility of the
plan administrator. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion. In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 2001, and the changes in its net assets available for
benefits for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets (held at end of
year) as of December 31, 2001 is presented for purposes of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure Under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
plan administrator. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

KPMG LLP


June 21, 2002


1


Report of independent public accountants


To the Plan Administrator of SEI Investments
Capital Accumulation Plan:

We have audited the accompanying statements of net assets available for benefits
of SEI Investments Capital Accumulation Plan (the Plan) as of December 31, 2000
and 1999, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. These financial statements and
the supplemental schedule referred to below are the responsibility of the Plan
Administrator. Our responsibility is to express an opinion on these financial
statements and supplemental schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule listed in the
accompanying index is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.


ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
June 4, 2001


[The report above is a copy of a previous report and has not been reissued by
Arthur Andersen LLP]


2


SEI INVESTMENTS CAPITAL ACCUMULATION PLAN

Statements of Net Assets Available for Benefits

December 31, 2001 and 2000

2001 2000
------------- -----------

Assets:
Investments, at fair value $ 118,605,726 125,635,097
Participant loans 1,499,417 1,345,930
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Total investments 120,105,143 126,981,027
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Receivables:
Employee and employer contributions 282,014 210,150
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Total receivables 282,014 210,150
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Net assets available for plan benefits $ 120,387,157 127,191,177
============= ===========

See accompanying notes to financial statements.

3


SEI INVESTMENTS CAPITAL ACCUMULATION PLAN

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2001

Additions (deductions) to net assets attributed to:
Investment income (loss):
Net depreciation in fair value of investments $ (16,967,017)
Interest 148,975
Dividends 1,821,340
-------------
(14,996,702)
-------------

Contributions:
Participants 9,145,536
Employer 4,496,911
-------------
13,642,447
-------------
Total additions (deductions) (1,354,255)
-------------

Deductions from net assets attributed to:

Benefits paid to participants (5,449,765)
-------------
Total deductions (5,449,765)
-------------
Net decrease (6,804,020)
Net assets available for benefits:
Beginning of year 127,191,177
-------------
End of year $ 120,387,157
=============

See accompanying notes to financial statements


4


SEI INVESTMENTS CAPITAL ACCUMULATION PLAN

Notes to Financial Statements

December 31, 2001 and 2000


(1) Plan Description

(a) General

The following description of the SEI Investments Capital
Accumulation Plan (the Plan) provides only general information.
The Plan, a contributory defined contribution plan, was
established effective January 1983 by the Board of Directors of
SEI Investments Company (the Company). Participants should refer
to the Summary Plan Document for a more complete description of
the Plan's provisions. The Plan's sponsor is the Company.

The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA). The Plan provides
retirement benefits, including provisions for early retirement and
disability benefits, as well as a tax-deferred savings feature.
Generally, an employee will become eligible to join the Plan after
the completion of his or her first hour of employment. However,
certain employees are not eligible to become participants in the
Plan. Any salary deferral contribution election will not be
effective until a later date as described in the Summary Plan
Document. A participant may make tax-deferred contributions to the
Plan up to the lesser of 15% of eligible compensation or $10,500
for the calendar year 2001, which are deposited into a "deferral
account." All Company contributions are discretionary and will be
made out of available profits of the Company. The Company's
matching contribution may not exceed 4% of the participant's
annual eligible compensation and will be credited to the
participant's matching contribution account. In addition, the
Company may make a contribution to all participants that will be
allocated among eligible participants in the same proportion that
each participant's compensation bears to the aggregate
compensation of all participants. These contributions will be
credited to the participant's profit-sharing account.

A participant is eligible to receive Company contributions at the
point when the participant is eligible to contribute to the Plan.
The Company's matching contributions to the Plan were $4,496,911
and $2,261,347 for 2001 and 2000, respectively. The Company made
no other discretionary contributions during 2001 and 2000.

(b) Investment Options

As of December 31, 2001, contributions may be invested in the
following investment options: SEI Stable Asset Fund, SEI Core
Fixed Income Fund, SEI Large Cap Value Fund, SEI International
Equity Fund, SEI Small Cap Growth Fund, SEI Large Cap Growth Fund,
SEI Diversified Moderate Growth Fund, SEI Diversified Global
Growth Fund, SEI Diversified Global Stock Fund, SEI Diversified
Conservative Fund, SEI Emerging Markets Equity Fund, SEI Daily
Income Treasury II Fund, and SEI Investments Company Common Stock
Fund.

A description of each investment option is provided below:

SEI Stable Asset Fund - This fund is designed to maintain the
value of the money contributed to the Plan and earn interest. The
fund invests mostly in guaranteed investment contracts purchased
from insurance companies and other financial institutions that are
either highly rated (AAA or AA) or guaranteed by the U.S.
government or its agencies. This fund's contract value
approximates fair value.


5


SEI INVESTMENTS CAPITAL ACCUMULATION PLAN

Notes to Financial Statements

December 31, 2001 and 2000


SEI Core Fixed Income Fund - This fund invests in government and
corporate bonds and is structured to earn income without
significant price improvement.

SEI Large Cap Value Fund - This fund is structured to invest
in equity securities of large companies. This fund invests in the
stocks of companies whose prices appear low relative to certain
fundamental characteristics such as earnings, book value, or return
on equity. The value of the fund will rise and fall based on these
companies' performance.

SEI International Equity Fund - This fund purchases equity
securities in companies outside of the United States. The majority
of these investments are made in European and Asian companies that
have a long-term potential for growth.

SEI Small Cap Growth Fund - This fund invests in equity securities
of small companies. The object of this fund is to allow the
investment to grow as the companies grow.

SEI Large Cap Growth Fund - This fund invests in equity securities
of large companies. The object of this fund is to allow the
investment to grow as the companies grow.

SEI Diversified Moderate Growth Fund - This fund seeks to provide
long-term capital appreciation with a limited level of current
income through investments in equity and fixed-income funds,
including non-U.S. equity funds.

SEI Diversified Global Growth Fund - This fund invests primarily in
other equity funds. The object of this fund is to provide long-term
capital appreciation through participation in both U.S. and
international equity markets.

SEI Diversified Global Stock Fund - This fund is designed to provide
long-term capital appreciation through participation in the global
equity markets. The fund achieves this goal primarily through
investment in both U.S. and non-U.S. equities.

SEI Diversified Conservative Fund - This fund invests primarily in
money market and fixed income funds to provide current income with
the opportunity for capital appreciation.

SEI Emerging Markets Equity Fund - This fund seeks to provide
capital appreciation by investing primarily in a diversified
portfolio of equity securities of emerging market issuers.

SEI Daily Income Treasury II Fund - This fund seeks to provide
higher current income than that typically offered by a money
market fund by investing primarily in U.S. Treasury and agency
obligations.

SEI Investments Company Common Stock Fund - This fund seeks
long-term growth by investing in shares of the Company's common
stock, which is publicly traded on NASDAQ under the symbol SEIC.

Participants are immediately vested in their salary deferral
contributions to the Plan and all employer contributions credited
to their accounts at the time of contribution plus any earnings
(losses) thereon.


6


SEI INVESTMENTS CAPITAL ACCUMULATION PLAN

Notes to Financial Statements

December 31, 2001 and 2000

Amounts in participants' accounts will be distributed in the form of
installments, an annuity, lump- sum amount, or a combination thereof
to participants or their beneficiaries upon termination of employment,
retirement, death, or total disability. Employee contributions in a
participant's deferral account may be withdrawn during employment
after the employee reaches age 59-1/2 or upon showing immediate and
substantial financial hardship.

Under the tax-deferral feature, a participant is eligible for a loan
amount not to exceed the lesser of $50,000 or 50% of the participant's
account balance (excluding the voluntary contribution account balance)
reduced by the highest outstanding loan balance from the Plan during
the preceding 12 months. The minimum loan amount is $1,000. The loans
are made at interest rates equivalent to those being charged on
similar commercial loans with terms from one year to five years,
including loans for the purchase of a primary residence, which can
have terms of up to 30 years. Participants may no longer make post-tax
contributions into the Plan; however, they may withdraw previously
contributed post-tax amounts at any time.

(2) Summary of Significant Accounting Policies

(a) Basis of Accounting

The accompanying financial statements are prepared using the accrual
basis of accounting.

(b) Income Taxes

The Internal Revenue Service issued a determination letter, dated
October 11, 1995, stating that the Plan was designed in accordance
with applicable Internal Revenue Code requirements as of that date.
The Plan has been amended since receiving the determination letter.
However, management believes that the Plan is currently designed and
is being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, management believes that the
Plan was qualified and the related trust was tax-exempt for the years
ended December 31, 2001 and 2000.

(c) Valuation of Investments

The Plan's investments are stated at fair value in the accompanying
financial statements. The Company's common stock is valued at its
quoted market price. Shares of mutual funds are valued at the net
asset value of shares held by the Plan at year-end. Participant loans
are valued at cost, which approximates fair value.

(d) Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the Plan's management to make estimates and assumptions that affect
the reported amounts of the net assets available for benefits and
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of changes in net assets
available for benefits during the reporting period. Actual results
could differ from those estimates.

7


SEI INVESTMENTS CAPITAL ACCUMULATION PLAN

Notes to Financial Statements

December 31, 2001 and 2000

(3) Investments

The fair market values of individual assets that represent 5% or more of
the Plan's net assets available for benefits as of December 31, 2001 and
2000 are as follows: