content: <PAGE>
     As filed with the Securities and Exchange Commission on February 19, 2002.
                                                       Registration No. 333-______
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                    PROVANT, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                                        <C>
                      DELAWARE                                           04-3395167
   ------------------------------------------------          -----------------------------------
   (State or other jurisdiction of incorporation or          (I.R.S. employer identification no.)
                    organization)
  </TABLE>
  
                 67 BATTERYMARCH STREET, SUITE 500, BOSTON, MA 02110
                      (Address of principal executive offices)
  
                                    ------------
  
                        1998 NON-QUALIFIED STOCK OPTION PLAN
                                (Full title of plan)
  
                                    ------------
  
             CURTIS M. UEHLEIN                      Copies of communications to:
               PROVANT, INC.                            JAMES E. DAWSON, ESQ.
     67 BATTERYMARCH STREET, SUITE 500              NUTTER, MCCLENNEN & FISH, LLP
              BOSTON, MA 02110                         ONE INTERNATIONAL PLACE
               (617) 261-1600                     BOSTON, MASSACHUSETTS 02110-2699
        (Name, address and telephone                       (617) 439-2000
        number of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                                Proposed
                                                                 maximum
          Title of securities                                   offering       Proposed maximum
           to be registered                Amount to be         price per     aggregate offering       Amount of
                                            registered            share              price          registration fee
                                            ----------            -----              -----          ----------------
  <S>                                    <C>                    <C>           <C>                   <C>
  Common Stock,                          900,000 Shares(1)       .60(2)         $536,204.40(2)           $49.33
  $.01 par value per share
  </TABLE>
  
  
  (1)      This Registration Statement covers 900,000 shares of Common Stock
           underlying awards that may be granted pursuant to the 1998
           Non-Qualified Stock Option Plan, as amended to date. In addition,
           pursuant to Rule 416(b) under the Securities Act of 1933, as amended
           (the "Securities Act"), this Registration Statement also covers an
           indeterminate number of additional shares of Common Stock which may be
           issued under said Plan as a result of stock dividends, stock splits or
           other recapitalizations.
  
  
  (2)      Calculated based upon the weighted average of (i) 8,000 shares of
           Common Stock issuable at a price of $0.56 per share, (ii) 630,829
           shares of Common Stock issuable at $0.58 per share and (iii) 261,171
           shares of Common Stock assumed to be issuable (pursuant to Rule 457(c)
           and (h) under the Securities Act) at a price of $0.635 per share, which
           is the average of the high and low prices per share of the Common Stock
           as reported on the Nasdaq National Market on February 12, 2002.
  <PAGE>
                                       PART II
  
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Provant, Inc. (the "Company") hereby incorporates by reference in this
  Registration Statement the following documents and information heretofore filed
  with the Securities and Exchange Commission (the "Commission"):
  
           (a)      The Company's Annual Report on Form 10-K for fiscal year ended
                    June 30, 2001;
  
           (b)      The Company's Quarterly Report on Form 10-Q for the three
                    months ended September 30, 2001;
  
           (c)      The Company's Quarterly Report on Form 10-Q for the three
                    months ended December 31, 2001; and
  
           (d)      The description of the Company's Common Stock contained in the
                    Company's Registration Statement on Form 8-A (File No.
                    000-23989), as filed on April 3, 1998 and as updated in the
                    Company's Registration Statement on Form S-1 (File No.
                    333-70119), and in the Company's Registration Statement on
                    Form 8-A (File No. 000-23989), as filed on July 21, 2000.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), prior to the filing of any post-effective amendment which
  indicates that all securities offered hereunder have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing such documents. Any statement contained in a document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that any other subsequently-filed document which also is incorporated or
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Constantine Alexander, a partner at the law firm Nutter, McClennen & Fish,
  LLP, currently serves as Assistant Secretary of the Company. Nutter, McClennen &
  Fish, LLP serves as counsel to the Company and has rendered a legal opinion with
  respect to the validity of the shares being offered pursuant to this
  Registration Statement.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      The Company is a Delaware corporation. Reference is made to Section 145 of
  the Delaware General Corporation Law, as amended, which provides that a
  corporation may indemnify any person who was or is a party to or is threatened
  to be made a party to any threatened, pending or completed action, suit or
  proceeding whether civil, criminal, administrative or investigative (other than
  an action by or in the right of
  
  
                                        -2-
  <PAGE>
  the corporation) by reason of the fact that he or she is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by him or her in connection with
  such action, suit or proceeding if he or she acted in good faith and in a manner
  he or she reasonably believed to be in or not opposed to the best interests of
  the corporation and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his or her conduct was unlawful. Section 145 further
  provides that a corporation similarly may indemnify any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action or suit by or in the right of the corporation to procure a
  judgment in its favor by reason of the fact that he or she is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees) actually and reasonably incurred by him or
  her in connection with the defense or settlement of such action or suit if he or
  she acted in good faith and in a manner he or she reasonably believed to be in
  or not opposed to the best interests of the corporation and except that no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or the court
  in which such action or suit was brought shall determine upon application that,
  despite an adjudication of liability but in view of all the circumstances of the
  case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper. The
  Company's Certificate of Incorporation further provides that the Company shall
  indemnify its directors and officers to the fullest extent permitted by the law
  of the State of Delaware.
  
           The Company's Certificate of Incorporation provides that the Company's
  directors shall not be liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except to the extent that
  exculpation from liability is not permitted under the Delaware General
  Corporation Law as in effect at the time such liability is determined.
  
           The Certificate of Incorporation and the Company's By-laws also provide
  that each person who was or is made party to, or is involved in, any action,
  suit or proceeding by reason of the fact that he or she is or was a director or
  officer of the Company (or is or was serving at the request of the Company as a
  director or officer of any other enterprise, including service with respect to
  employee benefit plans) shall be indemnified and held harmless by the Company,
  to the fullest extent permitted by Delaware law, as in effect from time to time,
  against all expenses (including attorneys' fees and expenses), judgments, fines
  and amounts paid in settlement actually and reasonably incurred by such person
  in connection with the investigation, preparation to defend or defense of such
  action, suit, proceeding or claim. The Company's By-laws allow for similar
  rights of indemnification to be afforded, in the Company's discretion, to its
  employees and agents.
  
           Any person seeking indemnification under the By-laws shall be deemed to
  have met the standard of conduct required for such indemnification unless the
  contrary shall be established. Any repeal or modification of such
  indemnification provisions shall not adversely affect any right or protection of
  a director or officer with respect to any conduct of such director or officer
  occurring prior to such repeal or modification.
  
           The Company maintains an indemnification insurance policy that covers
  all directors and officers of the Company and may cover directors and officers
  of its subsidiaries.
  
  
                                        -3-
  <PAGE>
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           See the exhibit index immediately preceding the exhibits attached
  hereto.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement:
  
                    (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;
  
                    (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or the
                    most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement; and
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  registration statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed with or furnished to the Commission by the registrant
  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement.
  
                    (2) That, for the purpose of determining any liability under
  the Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the provisions of the Delaware General Corporation
  Law and the registrant's Certificate of Incorporation and By-laws, or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed
  
  
                                        -4-
  <PAGE>
  in the Securities Act and is, therefore, unenforceable. In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the registrant of expenses incurred or paid by a director, officer or a
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
  
                                        -5-
  <PAGE>
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Boston, Massachusetts, on the 19th day of February, 2002.
  
                                       PROVANT, INC.
  
  
                                       By /s/ Curtis M. Uehlein
                                          -------------------------------------
                                          Curtis M. Uehlein
                                          President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below on this Registration
  Statement hereby constitutes and appoints Curtis M. Uehlein, Norman G. Fornella
  and James E. Dawson, and each of them, with full power to act without the other,
  his or her true and lawful attorney-in-fact and agent, with full power of
  substitution and resubstitution, for him or her and in his or her name, place
  and stead, in any and all capacities (until revoked in writing), to sign any and
  all amendments (including post-effective amendments and amendments thereto) to
  this Registration Statement on Form S-8 of the registrant, and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary fully to all intents and purposes as
  he or she might or could do in person, thereby ratifying and confirming all that
  said attorneys-in-fact and agents or any of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons on
  behalf of the registrant in the capacities and on the dates indicated.
  
  
  <TABLE>
  <CAPTION>
                          SIGNATURES                                             TITLE                                DATE
                          ----------                                             -----                                ----
  <S>                                                            <C>                                           <C>
                                                                                                               February 19, 2002
      /s/ John E. Tyson                                                  CHAIRMAN OF THE BOARD
      --------------------------------------------------
      JOHN E. TYSON
  
  
       /s/ Curtis M. Uehlein                                                  PRESIDENT,                       February 19, 2002
      --------------------------------------------------         CHIEF EXECUTIVE OFFICER AND DIRECTOR
      CURTIS M. UEHLEIN
  
  
      /s/ John H. Zenger                                                       DIRECTOR                        February 19, 2002
      --------------------------------------------------
      JOHN H. ZENGER
  </TABLE>
  <PAGE>
  <TABLE>
  <S>                                                                  <C>                                     <C>
      /s/ Norman G. Fornella                                           EXECUTIVE VICE PRESIDENT,               February 19, 2002
      --------------------------------------------------                     TREASURER AND
      NORMAN G. FORNELLA                                                CHIEF FINANCIAL OFFICER
  
  
      /s/ Joseph F. Alibrandi                                                  DIRECTOR                        February 19, 2002
      --------------------------------------------------
      JOSEPH F. ALIBRANDI
  
  
      /s/ David B. Hammond                                                     DIRECTOR                        February 19, 2002
      --------------------------------------------------
      DAVID B. HAMMOND
  
  
      /s/ James A.Perkins                                                      DIRECTOR                        February 19, 2002
      --------------------------------------------------
      JAMES A. PERKINS
  
  
      /s/ Robert T. Puopolo                                                    DIRECTOR                        February 19, 2002
      --------------------------------------------------
      ROBERT T. PUOPOLO
  
  
       /s/ Esther T. Smith                                                     DIRECTOR                        February 19, 2002
      --------------------------------------------------
      ESTHER T. SMITH
  </TABLE>
  <PAGE>
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
      Exhibit No.            Title
      -----------            -----
  <S>                        <C>
          4.1                1998 Non-Qualified Stock Option Plan, as amended to date
  
          5                  Opinion of Nutter, McClennen & Fish, LLP
  
         23.1                Consent of Nutter, McClennen & Fish, LLP
                             (contained in Exhibit 5)
  
         23.2                Consent of KPMG LLP
  
         24                  Power of Attorney
                             (contained in the signature page to this Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b42033pis-8.txt", "description": "1998 NON-QUALIFIED STOCK OPTION PLAN", "secsgml_size_bytes": 21036}]
metadata_filer: {"company-data": {"conformed-name": "PROVANT INC", "cik": "0001054853", "assigned-sic": "8200", "irs-number": "043395167", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83020", "film-number": "02553354"}, "business-address": {"street1": "67 BATTERYMARCH ST SUITE 600", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6172611600"}, "mail-address": {"street1": "67 BATTERMARCH STREET SUITE 600", "city": "BOSTON", "state": "MA", "zip": "02110"}}
text: As filed with the Securities and Exchange Commission on February 19, 2002.
                                                       Registration No. 333-______
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                    PROVANT, INC.
               (Exact name of registrant as specified in its charter)
  DELAWARE                                           04-3395167
   ------------------------------------------------          -----------------------------------
   (State or other jurisdiction of incorporation or          (I.R.S. employer identification no.)
                    organization)
  67 BATTERYMARCH STREET, SUITE 500, BOSTON, MA 02110
                      (Address of principal executive offices)
  
                                    ------------
  
                        1998 NON-QUALIFIED STOCK OPTION PLAN
                                (Full title of plan)
  
                                    ------------
  
             CURTIS M. UEHLEIN                      Copies of communications to:
               PROVANT, INC.                            JAMES E. DAWSON, ESQ.
     67 BATTERYMARCH STREET, SUITE 500              NUTTER, MCCLENNEN & FISH, LLP
              BOSTON, MA 02110                         ONE INTERNATIONAL PLACE
               (617) 261-1600                     BOSTON, MASSACHUSETTS 02110-2699
        (Name, address and telephone                       (617) 439-2000
        number of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  Proposed
                                                                 maximum
          Title of securities                                   offering       Proposed maximum
           to be registered                Amount to be         price per     aggregate offering       Amount of
                                            registered            share              price          registration fee
                                            ----------            -----              -----          ----------------
  Common Stock,                          900,000 Shares(1)       .60(2)         $536,204.40(2)           $49.33
  $.01 par value per share
  (1)      This Registration Statement covers 900,000 shares of Common Stock
           underlying awards that may be granted pursuant to the 1998
           Non-Qualified Stock Option Plan, as amended to date. In addition,
           pursuant to Rule 416(b) under the Securities Act of 1933, as amended
           (the "Securities Act"), this Registration Statement also covers an
           indeterminate number of additional shares of Common Stock which may be
           issued under said Plan as a result of stock dividends, stock splits or
           other recapitalizations.
  
  (2)      Calculated based upon the weighted average of (i) 8,000 shares of
           Common Stock issuable at a price of $0.56 per share, (ii) 630,829
           shares of Common Stock issuable at $0.58 per share and (iii) 261,171
           shares of Common Stock assumed to be issuable (pursuant to Rule 457(c)
           and (h) under the Securities Act) at a price of $0.635 per share, which
           is the average of the high and low prices per share of the Common Stock
           as reported on the Nasdaq National Market on February 12, 2002.
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Provant, Inc. (the "Company") hereby incorporates by reference in this
  Registration Statement the following documents and information heretofore filed
  with the Securities and Exchange Commission (the "Commission"):
  
           (a)      The Company's Annual Report on Form 10-K for fiscal year ended
                    June 30, 2001;
  
           (b)      The Company's Quarterly Report on Form 10-Q for the three
                    months ended September 30, 2001;
  
           (c)      The Company's Quarterly Report on Form 10-Q for the three
                    months ended December 31, 2001; and
  
           (d)      The description of the Company's Common Stock contained in the
                    Company's Registration Statement on Form 8-A (File No.
                    000-23989), as filed on April 3, 1998 and as updated in the
                    Company's Registration Statement on Form S-1 (File No.
                    333-70119), and in the Company's Registration Statement on
                    Form 8-A (File No. 000-23989), as filed on July 21, 2000.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), prior to the filing of any post-effective amendment which
  indicates that all securities offered hereunder have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing such documents. Any statement contained in a document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that any other subsequently-filed document which also is incorporated or
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Constantine Alexander, a partner at the law firm Nutter, McClennen & Fish,
  LLP, currently serves as Assistant Secretary of the Company. Nutter, McClennen &
  Fish, LLP serves as counsel to the Company and has rendered a legal opinion with
  respect to the validity of the shares being offered pursuant to this
  Registration Statement.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      The Company is a Delaware corporation. Reference is made to Section 145 of
  the Delaware General Corporation Law, as amended, which provides that a
  corporation may indemnify any person who was or is a party to or is threatened
  to be made a party to any threatened, pending or completed action, suit or
  proceeding whether civil, criminal, administrative or investigative (other than
  an action by or in the right of
  
                                        -2-
  the corporation) by reason of the fact that he or she is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by him or her in connection with
  such action, suit or proceeding if he or she acted in good faith and in a manner
  he or she reasonably believed to be in or not opposed to the best interests of
  the corporation and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his or her conduct was unlawful. Section 145 further
  provides that a corporation similarly may indemnify any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action or suit by or in the right of the corporation to procure a
  judgment in its favor by reason of the fact that he or she is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees) actually and reasonably incurred by him or
  her in connection with the defense or settlement of such action or suit if he or
  she acted in good faith and in a manner he or she reasonably believed to be in
  or not opposed to the best interests of the corporation and except that no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or the court
  in which such action or suit was brought shall determine upon application that,
  despite an adjudication of liability but in view of all the circumstances of the
  case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper. The
  Company's Certificate of Incorporation further provides that the Company shall
  indemnify its directors and officers to the fullest extent permitted by the law
  of the State of Delaware.
  
           The Company's Certificate of Incorporation provides that the Company's
  directors shall not be liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except to the extent that
  exculpation from liability is not permitted under the Delaware General
  Corporation Law as in effect at the time such liability is determined.
  
           The Certificate of Incorporation and the Company's By-laws also provide
  that each person who was or is made party to, or is involved in, any action,
  suit or proceeding by reason of the fact that he or she is or was a director or
  officer of the Company (or is or was serving at the request of the Company as a
  director or officer of any other enterprise, including service with respect to
  employee benefit plans) shall be indemnified and held harmless by the Company,
  to the fullest extent permitted by Delaware law, as in effect from time to time,
  against all expenses (including attorneys' fees and expenses), judgments, fines
  and amounts paid in settlement actually and reasonably incurred by such person
  in connection with the investigation, preparation to defend or defense of such
  action, suit, proceeding or claim. The Company's By-laws allow for similar
  rights of indemnification to be afforded, in the Company's discretion, to its
  employees and agents.
  
           Any person seeking indemnification under the By-laws shall be deemed to
  have met the standard of conduct required for such indemnification unless the
  contrary shall be established. Any repeal or modification of such
  indemnification provisions shall not adversely affect any right or protection of
  a director or officer with respect to any conduct of such director or officer
  occurring prior to such repeal or modification.
  
           The Company maintains an indemnification insurance policy that covers
  all directors and officers of the Company and may cover directors and officers
  of its subsidiaries.
  
                                        -3-
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           See the exhibit index immediately preceding the exhibits attached
  hereto.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement:
  
                    (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;
  
                    (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or the
                    most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement; and
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  registration statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed with or furnished to the Commission by the registrant
  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement.
  
                    (2) That, for the purpose of determining any liability under
  the Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the provisions of the Delaware General Corporation
  Law and the registrant's Certificate of Incorporation and By-laws, or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed
  
                                        -4-
  in the Securities Act and is, therefore, unenforceable. In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the registrant of expenses incurred or paid by a director, officer or a
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                        -5-
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Boston, Massachusetts, on the 19th day of February, 2002.
  
                                       PROVANT, INC.
  
                                       By /s/ Curtis M. Uehlein
                                          -------------------------------------
                                          Curtis M. Uehlein
                                          President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below on this Registration
  Statement hereby constitutes and appoints Curtis M. Uehlein, Norman G. Fornella
  and James E. Dawson, and each of them, with full power to act without the other,
  his or her true and lawful attorney-in-fact and agent, with full power of
  substitution and resubstitution, for him or her and in his or her name, place
  and stead, in any and all capacities (until revoked in writing), to sign any and
  all amendments (including post-effective amendments and amendments thereto) to
  this Registration Statement on Form S-8 of the registrant, and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary fully to all intents and purposes as
  he or she might or could do in person, thereby ratifying and confirming all that
  said attorneys-in-fact and agents or any of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons on
  behalf of the registrant in the capacities and on the dates indicated.
  SIGNATURES                                             TITLE                                DATE
                          ----------                                             -----                                ----
  February 19, 2002
      /s/ John E. Tyson                                                  CHAIRMAN OF THE BOARD
      --------------------------------------------------
      JOHN E. TYSON
  
       /s/ Curtis M. Uehlein                                                  PRESIDENT,                       February 19, 2002
      --------------------------------------------------         CHIEF EXECUTIVE OFFICER AND DIRECTOR
      CURTIS M. UEHLEIN
  
      /s/ John H. Zenger                                                       DIRECTOR                        February 19, 2002
      --------------------------------------------------
      JOHN H. ZENGER
  /s/ Norman G. Fornella                                           EXECUTIVE VICE PRESIDENT,               February 19, 2002
      --------------------------------------------------                     TREASURER AND
      NORMAN G. FORNELLA                                                CHIEF FINANCIAL OFFICER
  
      /s/ Joseph F. Alibrandi                                                  DIRECTOR                        February 19, 2002
      --------------------------------------------------
      JOSEPH F. ALIBRANDI
  
      /s/ David B. Hammond                                                     DIRECTOR                        February 19, 2002
      --------------------------------------------------
      DAVID B. HAMMOND
  
      /s/ James A.Perkins                                                      DIRECTOR                        February 19, 2002
      --------------------------------------------------
      JAMES A. PERKINS
  
      /s/ Robert T. Puopolo                                                    DIRECTOR                        February 19, 2002
      --------------------------------------------------
      ROBERT T. PUOPOLO
  
       /s/ Esther T. Smith                                                     DIRECTOR                        February 19, 2002
      --------------------------------------------------
      ESTHER T. SMITH
  EXHIBIT INDEX
  Exhibit No.            Title
      -----------            -----
  4.1                1998 Non-Qualified Stock Option Plan, as amended to date
  
          5                  Opinion of Nutter, McClennen & Fish, LLP
  
         23.1                Consent of Nutter, McClennen & Fish, LLP
                             (contained in Exhibit 5)
  
         23.2                Consent of KPMG LLP
  
         24                  Power of Attorney
                             (contained in the signature page to this Registration Statement)