DEFS14A:

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
[X] Definitive Proxy Statement BY RULE 14A-6(E)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-12

SEI Investments Company
- --------------------------------------------------------------------------------

(Name of Registrant as Specified In Its Charter)

N/A
- --------------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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the form or schedule and the date of its filing.

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SEI INVESTMENTS NOTICE OF SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD FEBRUARY 14, 2001



SEI Investments Company
Oaks, PA 19456-1100

Notice of Special Meeting of Shareholders
To be Held February 14, 2001

A Special Meeting of Shareholders of SEI Investments
Company (the "Company"), a Pennsylvania business
corporation, will be held at 10:00 a.m., local time,
Wednesday, February 14, 2001, at One Freedom Valley
Drive, Oaks, PA 19456-1100 for the purpose of
considering and acting upon the following:

1. Approval of an amendment to the Company's Articles
of Incorporation, as amended, to increase the number
of shares of Common Stock, par value $.01 per share,
that the Company is authorized to issue from
100,000,000 shares to 750,000,000 shares. Approval
of this Proposal will result in a two-for-one split
of the Company's Common Stock to be paid as a
dividend.

2. To transact such other business as may properly come
before the Special Meeting or any adjournments
thereof.

Only shareholders of record at the close of business
on January 15, 2001 will be entitled to notice of,
and to vote at, the Special Meeting and at any
adjournments thereof.

By order of the Board of Directors,

William M. Doran
Secretary
January 18, 2001

Your vote is important. Accordingly, whether or not
you expect to attend the Special Meeting, you are
asked to promptly complete, sign, and return the
accompanying proxy card in the envelope provided,
which requires no postage if mailed in the United
States. If you send in your proxy card and then
decide to attend the Special Meeting to vote your
shares in person, you may still do so. Your proxy is
revocable in accordance with the procedures set forth
in this proxy statement.

SEI Investments Company
Oaks, PA 19456-1100

Proxy Statement

Special Meeting of Shareholders

This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of SEI
Investments Company (the "Company") of proxies for
use at a Special Meeting of Shareholders of the
Company to be held on February 14, 2001 (the "Special
Meeting") and at any adjournments thereof. Action
will be taken at the meeting upon a proposed
amendment to the Company's Articles of Incorporation,
as amended, to increase the number of shares of
Common Stock, par value $.01 per share, that the
Company is authorized to issue from 100,000,000
shares to 750,000,000 shares (the "Proposal") and
such other business as may properly come before the
meeting and any adjournments thereof. Approval of the
Proposal will result in a two-for-one split of the
Company's Common Stock to be paid as a dividend.

Voting at the Meeting, Vote Required and Revocation

Only the holders of the Company's Common Stock, par
value $.01 per share ("Shares"), of record at the
close of business on January 15, 2001 are entitled to
vote at the Special Meeting. On that date there were
54,289,990 Shares outstanding and entitled to be
voted at the meeting. Each holder of Shares entitled
to vote will have the right to one vote for each
Share outstanding in his or her name on the books of
the Company. See "Ownership of Shares" for
information regarding the ownership of Shares by
directors, nominees, officers, and certain
shareholders of the Company.
The affirmative vote of the majority of the votes
cast at the Special Meeting is necessary to approve
the amendment.
The Shares represented by each properly executed
proxy card will be voted in the manner specified by
the shareholder. If instructions to the contrary are
not given, such Shares will be voted FOR the
Proposal. If there are any other matters properly
presented to the meeting for action,

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the proxy holders will vote the proxies (which confer
discretionary authority to vote on such matters) in
accordance with their best judgment.
Execution of the accompanying proxy card will not
affect a shareholder's right to attend the Special
Meeting and vote in person. Any shareholder giving a
proxy has the right to revoke it by giving written
notice of revocation to the Secretary of the Company
at any time before the proxy is voted. Under the
Pennsylvania Business Corporation Law, if a
shareholder (including a nominee, broker, or other
record owner) records the fact of abstention or fails
to vote (including broker non-votes) either in person
or by proxy, such action is not considered a vote
cast and will have no effect on the Proposal, but
will be considered present for purposes of
determining a quorum.
This Proxy Statement and the accompanying proxy
were first sent by mail to Common Shareholders on or
about January 18, 2001. The costs of this
solicitation are being borne by the Company.

(Proposal No. 1) Amendment to the Articles of Incorporation, as
amended, to Increase the Number of Authorized Shares
of Common Stock
On December 14, 2000, the Board of Directors declared
advisable and unanimously approved an Amendment to
increase the aggregate number of shares of Common
Stock that the Company is authorized to issue from
100,000,000 shares to 750,000,000 shares. No increase
in the number of shares of Preferred Stock of the
Company, currently 60,000 shares, is proposed or
anticipated.
If approved by the Shareholders, the Amendment
will become effective upon the filing of Articles of
Amendment to the Articles of Incorporation, as
amended, with the Secretary of the Commonwealth of
Pennsylvania. The Amendment would change Article V of
the Company's Articles of Incorporation, as amended,
to read in its entirety as follows:
"The aggregate number of shares which the
corporation shall have the authority to issue is
750,060,000 shares, consisting of 60,000 shares of
Series Preferred Stock of the par value of $.05 per
share and 750,000,000 shares of Common Stock of the
par value $.01 per share. The Board of Directors of
the corporation shall have the full authority
permitted by law to fix by resolution full, limited,
multiple or fractional,

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or no voting privileges, limitations, options,
conversion rights and other special or relative
rights of any class or any series of any class that
may be desired. The shareholders of the corporation
shall not have the right to accumulate their votes
for the election of directors."
At the same time that it adopted the resolution to
increase the authorized capital stock, the Board of
Directors declared a two-for-one stock split of the
Company's Common Stock that would be effected in the
form of a dividend of one additional share of Common
Stock for each share of Common Stock outstanding (the
"Stock Split"), conditioned upon the Shareholders'
approval of this Proposal to increase the authorized
shares of the Company.

Purpose and Effect of the Amendment
As of the Record Date, of the Company's 100,000,000
authorized shares of Common Stock, approximately
54,290,000 shares were issued and outstanding,
approximately 2,535,000 shares were reserved for
future issuance under the Company's equity
compensation plans and employee stock purchase plan,
of which, currently, approximately 8,347,000 are
covered by outstanding options and are available for
grant or purchase. Based upon the foregoing number of
outstanding and reserved shares of Common Stock, the
Company currently has approximately 34,828,000 shares
remaining available for other purposes.
Based upon figures as of January 15, 2001, of the
750,000,000 shares of Common Stock that would be
authorized, approximately 130,344,000 shares would be
required to effectuate the Stock Split. The aggregate
number of shares of Common Stock that may be sold
under each of the Company's equity compensation plans
and employee stock purchase plan, and the exercise
price of such options, will be proportionately
adjusted to reflect the Stock Split. For example, the
Stock Split will have the effect of doubling the
number of shares of Common Stock issuable upon the
exercise of options under the Company's equity
compensation plans, and of reducing by one-half the
option price per share of such options.
The Board of Directors believes that it is in the
Company's best interests to increase the number of
authorized but unissued shares of

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Common Stock in order to have additional shares
available to meet the Company's future business needs
as they arise. Other than the shares which are
required to effect the Stock Split, the Company's
management has no present arrangements, agreements,
understandings or plans for the use of the additional
shares proposed to be authorized. The Board believes
that the availability of such additional shares will
provide the Company with the flexibility to issue
Common Stock for a variety of other purposes the
Board of Directors may deem advisable without further
action by the Company's Shareholders, unless required
by law, regulation or stock exchange rule. These
purposes could include, among other things, the sale
of stock to obtain additional capital funds, the
purchase of property, the acquisition of other
companies, the use of additional shares for various
equity compensation and other employee benefit plans,
the declaration of future stock splits or
distributions, and other bona fide purposes.
The Board of Directors unanimously approved the
Stock Split. Because the Stock Split would
effectively double the number of outstanding shares
of Common Stock and increase that number to an amount
in excess of 100,000,000 shares, an increase in
authorized capital is required to make the proposed
stock dividend possible. As a result, the Board
conditioned the Stock Split on obtaining Shareholder
approval of this increase in the Company's authorized
capital.
There will be no change in the voting rights,
dividend rights, liquidation rights, preemptive
rights or any other Shareholder rights as a result of
the proposed Amendment. The additional shares might
be issued at such times and under such circumstances
as to have a dilutive effect on earnings per share
and on the equity ownership of the present holders of
Common Stock.

Effect of the Stock No change in total shareholders' equity will result
Split from the Stock Split. The aggregate amount of capital
represented by the outstanding shares of Common Stock
will be increased by $.01 for each share issued to
effect the Stock Split and the Company's capital in
excess of par value account will be reduced by the
same amount. After the Stock Split, purchases and
sales of Common Stock by an individual Shareholder
may be subject to

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higher brokerage charges and applicable stock
transfer taxes than on a pre-split transaction of
equivalent market value due to the greater number of
shares of Common Stock involved after the Stock
Split. In addition, the Company will incur certain
expenses in connection with the Stock Split, such as
the cost of preparing and delivering to Shareholders
new certificates representing additional shares.
The Company has been advised that, based on
current tax law, the Stock Split should not result in
any gain or loss for Federal income tax purposes. The
tax basis of every share held before the Stock Split
will be allocated between the two shares held as a
result of the distribution, and the holding period of
the new shares will include the holding period of the
shares with respect to which they were issued. The
laws of jurisdictions other than the United States
may impose income taxes on the issuance of the
additional shares and Shareholders subject to such
laws are urged to consult their tax advisers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE FOR THE PROPOSAL TO AMEND THE COMPANY'S ARTICLES
OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK.

Ownership of Shares

The following table contains information as of
December 31, 2000 (except as noted) relating to the
beneficial ownership of Shares by each of the members
of the Board of Directors, the Chief Executive
Officer and each of the four most highly compensated
executive officers of the Company, by members of the
Board of Directors and all of the Company's executive
officers as a group, and by the holders of 5% or more
of the total Shares outstanding. As of December 31,
2000, there were 54,067,248 Shares outstanding.
Information as to the number of Shares owned and the
nature of ownership has been provided by these
persons and is not within the direct knowledge of the
Company. Unless otherwise indicated, the

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named persons possess sole voting and investment
power with respect to the shares listed.