UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A
(Rule 13d-102)

o

Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  159852-10-2

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James C. Burrows

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
270,781

6.

Shared Voting Power
39,000

7.

Sole Dispositive Power
270,781

8.

Shared Dispositive Power
39,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
309,781 shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
3.0%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Charles River Associates Incorporated

(b)

Address of Issuer’s Principal Executive Offices
200 Clarendon Street, T-33
Boston, MA  02116-5092

Item 2.

(a)

Name of Person Filing
James C. Burrows

(b)

Address of Principal Business Office or, if none, Residence
200 Clarendon Street, T-33
Boston, MA  02116-5092

(c)

Citizenship
U.S.A.

(d)

Title of Class of Securities
Common Stock, no par value per share

(e)

CUSIP Number
159852-10-2

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

309,781 shares.

(b)

Percent of class:   

3.0%.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

270,781.

(ii)

Shared power to vote or to direct the vote    

39,000.

(iii)

Sole power to dispose or to direct the disposition of   

270,781.

(iv)

Shared power to dispose or to direct the disposition of   

39,000.

Shares for which Dr. Burrows reports sole voting power and sole dispositive power include 33,250 shares subject to stock options exercisable within 60 days of this filing.

Shares for which Dr. Burrows reports shared voting power and shared dispositive power represent 39,000 shares held by the James C. Burrows Irrevocable Trust 1998, Art. Second for the benefit of certain members of his immediate family.  Dr. Burrows may be deemed to share voting and dispositive power with respect to these shares.  Dr. Burrows disclaims ownership of the shares held by this trust.

The filing of this Schedule 13G shall not be construed as an admission that Dr. Burrows is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13G.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

N/A

February 27, 2004

Date

/s/ James C. Burrows

Signature

James C. Burrows

Name/Title