content: <PAGE>   1
  
                As filed with the Securities and Exchange Commission
                                 on August 31, 2000
  
                                                        Registration No. 333-_____
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                 SAPIENT CORPORATION
               (Exact name of registrant as specified in its charter)
  
                          DELAWARE                             04-3130648
              (State or other jurisdiction of                (I.R.S. Employer
               incorporation or organization)             Identification Number)
  
        ONE MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS              02142
          (Address of Principal Executive Offices)              (Zip Code)
  
               HUMAN CODE, INC. 1994 STOCK OPTION/STOCK ISSUANCE PLAN
                              (Full title of the Plan)
  
                                 JERRY A. GREENBERG
                                   J. STUART MOORE
                             CO-CHIEF EXECUTIVE OFFICERS
                                 SAPIENT CORPORATION
                                 ONE MEMORIAL DRIVE
                           CAMBRIDGE, MASSACHUSETTS 02142
  
                                   WITH A COPY TO:
  
               Jonathan Wolfman, Esq.                Deborah England Gray
                 Hale and Dorr LLP                     General Counsel
                  60 State Street                    Sapient Corporation
            Boston, Massachusetts 02109               One Memorial Drive
                   (617) 526-6000               Cambridge, Massachusetts 02142
                                                         (617) 621-0200
  
              (Name, address, including zip code, and telephone number,
                     including area code, of agents for service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =================================================================================================
  Title of                                Proposed Maximum     Proposed Maximum       Amount of
  Securities            Amount to be      Offering Price       Aggregate              Registration
  to be Registered      Registered        Per Share            Offering Price         Fee
  --------------------------------------------------------------------------------------------------
  <S>                    <C>               <C>                  <C>                    <C>
  Common Stock,
  $.01 par value       488,040 shares       $47.03(1)         $22,952,521.20(1)        $6,059.47
  ==================================================================================================
  </TABLE>
  
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Common Stock on
       the Nasdaq National Market on August 30, 2000 in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933.
  
  
  <PAGE>   2
                                  EXPLANATORY NOTE
  
  This Registration Statement on Form S-8 is being filed to register the shares of
  Common Stock of Sapient Corporation (the "Company" or "Registrant") issuable
  pursuant to the Human Code, Inc. 1994 Stock Option/Stock Issuance Plan (the
  "Plan"). On August 28, 2000, pursuant to the terms of Section 1.8 of the
  Agreement and Plan of Merger dated as of August 9, 2000 by and among the
  Company, Houston Acquisition Corp. and Human Code, Inc., the Company assumed the
  Plan and all of the outstanding options to purchase Common Stock of Human Code,
  Inc. issued under the Plan.
  
  
  
  
                                        -2-
  <PAGE>   3
  
  PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
            The information required by Part I is included in documents sent or
  given to participants in the Plan pursuant to Rule 428(b)(1) of the Securities
  Act of 1933, as amended (the "Securities Act").
  
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
            Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which are filed with the Securities and
  Exchange Commission (the "Commission"), are incorporated in this Registration
  Statement by reference:
  
                 (1) The Registrant's latest annual report filed pursuant to
            Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act"), or the latest prospectus filed pursuant
            to Rule 424(b) under the Securities Act that contains audited
            financial statements for the Registrant's latest fiscal year for which
            such statements have been filed.
  
                 (2) All other reports filed pursuant to Sections 13(a) or 15(d)
            of the Exchange Act since the end of the fiscal year covered by the
            annual report or the prospectus referred to in (1) above.
  
                 (3) The description of the common stock of the Registrant, $.01
            par value per share (the "Common Stock"), contained in the
            Registrant's Registration Statement on Form 8-A filed under the
            Exchange Act, including any amendment or report filed for the purpose
            of updating such description.
  
            All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of 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 a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall 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
  
                Not Applicable.
  
  
                                        -3-
  <PAGE>   4
            Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            Section 102 of the Delaware General Corporation Law allows a
  corporation to eliminate the personal liability of directors of a corporation to
  the corporation or its stockholders for monetary damages for a breach of
  fiduciary duty as a director, except where the director breached his duty of
  loyalty, failed to act in good faith, engaged in intentional misconduct or
  knowingly violated a law, authorized the payment of a dividend or approved a
  stock repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit. Article SEVENTH of the Registrant's Amended and Restated
  Certificate of Incorporation includes such a provision.
  
            Section 145 of the General Corporation Law of Delaware provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
            Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  litigation or other legal proceeding (other than an action by or in the right of
  the Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interest of the
  Registrant, and, with respect to any criminal action or proceeding, has no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  action by or in the right of the Registrant brought against him by virtue of his
  position as a director or officer of the Registrant if he acted in good faith
  and in a manner he reasonably believed to be in, or not opposed to, the best
  interests of the Registrant, except that no indemnification shall be made with
  respect to any matter as to which such person shall have been adjudged to be
  liable to the Registrant, unless a court determines that, despite such
  adjudication but in view of all of the circumstances, he is entitled to
  indemnification of such expenses. Notwithstanding the foregoing, to the extent
  that a director or officer has been successful, on the merits or otherwise,
  including, without limitation, the dismissal of an action without prejudice, he
  is required to be indemnified by the Registrant against all expenses (including
  attorneys' fees) incurred in connection therewith. Expenses shall be advanced by
  the Registrant to a director or officer at his request, provided that he
  undertakes to repay the amount advanced if it is ultimately determined that he
  is not entitled to indemnification for such expenses.
  
            Indemnification is required to be made promptly unless the Registrant
  determines that the applicable standard of conduct required for indemnification
  has not been met. In the event the Registrant denies a request for
  indemnification, or if the Registrant fails to dispose of a request for
  indemnification within 60 days after such payment is claimed by the indemnitee,
  such person is permitted to petition the court to make an independent
  
  
  
                                        -4-
  <PAGE>   5
  
  determination as to whether such person is entitled to indemnification. As a
  condition precedent to the right of indemnification, the director or officer
  must give the Registrant notice of the action for which indemnity is sought and
  the Registrant has the right to participate in such action or assume the defense
  thereof.
  
            Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that the indemnification provided therein is not
  exclusive, and provides that in the event that the Delaware General Corporation
  Law is amended to expand the indemnification permitted to directors or officers,
  the Registrant must indemnify those persons to the fullest extent permitted by
  such law as so amended.
  
            Item 7. EXEMPTION FROM REGISTRATION CLAIMED
  
                Not applicable.
  
            Item 8. EXHIBITS
  
            Exhibit
            Number      Description
            3.1 (1)     Amended and Restated Certificate of Incorporation of the
                        Registrant, as amended
            3.2 (2)     Amended and Restated By-Laws of the Registrant, as amended
            4.1 (2)     Specimen certificate for shares of Common Stock
            4.2         Human Code, Inc. 1994 Stock Option/Stock Issuance Plan,
                        as amended
            5.1         Opinion of Hale and Dorr LLP
            23.1        Consent of Hale and Dorr LLP (included in Exhibit 5.1)
            23.2        Consent of PricewaterhouseCoopers LLP
            23.3        Consent of KPMG LLP
            24          Power of Attorney (included on signature page to this
                        Registration Statement)
  
  ------
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-8 (File No. 333-53769) and Registrant's Current Report
       on Form 8-K as filed with the SEC on August 31, 2000.
  (2)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1 (File No. 333-1586).
  
            Item 9. UNDERTAKINGS
  
            1.   The Registrant hereby undertakes:
  
                 (a) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement 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;
  
  
  
                                        -5-
  <PAGE>   6
  
                 (b) 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.
  
                 (c) 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.
  
            2. The 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 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.
  
            3. 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 foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed 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 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.
  
  
  
  
                                        -6-
  <PAGE>   7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 the City of Cambridge, Commonwealth of Massachusetts, on this
  31st day of August, 2000.
  
                                         SAPIENT CORPORATION
  
  
  
  
                                         By: /s/ Edward G. Goldfinger
                                            -------------------------------------
                                         Name:  Edward G. Goldfinger
                                         Title:  Chief Financial Officer
  
  
  
                                        -7-
  <PAGE>   8
  
                          SIGNATURES AND POWER OF ATTORNEY
  
            We, the undersigned officers and directors of Sapient Corporation,
  hereby severally constitute and appoint Edward G. Goldfinger, Deborah England
  Gray and Jonathan Wolfman, and each of them singly, our true and lawful
  attorneys with full power to any of them, and to each of them singly, to sign
  for us and in our names in the capacities indicated below the Registration
  Statement on Form S-8 filed herewith and any and all pre-effective and
  post-effective amendments to said Registration Statement and generally to do all
  such things in our name and behalf in our capacities as officers and directors
  to enable Sapient Corporation to comply with the provisions of the Securities
  Act of 1933 and all requirements of the Securities and Exchange Commission,
  hereby ratifying and confirming our signatures as they may be signed by our said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  
            Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  
  SIGNATURE                         TITLE                                          DATE
  ---------                         -----                                          ----
  <S>                               <C>                                            <C>
   /s/ Jerry A. Greenberg         Co-Chief Executive Officer and Director        August 31, 2000
   ---------------------------    (Principal Executive Officer)
     Jerry A. Greenberg
  
   /s/ J. Stuart Moore            Co-Chief Executive Officer and Director        August 31, 2000
   ---------------------------    (Principal Executive Officer)
     J. Stuart Moore
  
   /s/ Edward G. Goldfinger       Chief Financial Officer (Principal Financial   August 31, 2000
   ---------------------------    and Accounting Officer)
     Edward G. Goldfinger
  
   /s/ Carl S. Sloane             Director                                       August 31, 2000
   ---------------------------
     Carl S. Sloane
  
   /s/ Darius W. Gaskins, Jr.     Director                                       August 31, 2000
   ---------------------------
     Darius W. Gaskins, Jr.
  
                                  Director                                       August __, 2000
   ---------------------------
      Bruce D. Parker
  
  
   /s/ R. Stephen Cheheyl         Director                                       August 31, 2000
   ---------------------------
     R. Stephen Cheheyl
  
  </TABLE>
  
  
  
                                        -8-
  <PAGE>   9
  
  
                                    EXHIBIT INDEX
  
  
  
  
  Exhibit
  Number     Description
  3.1(1)     Amended and Restated Certificate of Incorporation of the Registrant,
             as amended
  3.2(2)     Amended and Restated By-Laws of the Registrant, as amended
  4.1(2)     Specimen certificate for shares of Common Stock
  4.2        Human Code, Inc. 1994 Stock Option/Stock Issuance Plan, as amended
  5.1        Opinion of Hale and Dorr LLP
  23.1       Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  23.2       Consent of PricewaterhouseCoopers LLP
  23.3       Consent of KPMG LLP
  24         Power of Attorney (included on the signature page to this
             Registration Statement)
  
  ------
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-8 (File No. 333-53769) and Registration's Current
       Report on Form 8-K as filed with the SEC on August 31, 2000.
  (2)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1 (File No. 333-1586).
  
  
                                        -9-
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metadata_filer: {"company-data": {"conformed-name": "SAPIENT CORP", "cik": "0001008817", "assigned-sic": "7373", "irs-number": "043130648", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44998", "film-number": "715143"}, "business-address": {"street1": "ONE MEMORIAL DR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6176210200"}, "mail-address": {"street1": "ONE MEMORIAL DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02142"}}
text: 1
  
                As filed with the Securities and Exchange Commission
                                 on August 31, 2000
  
                                                        Registration No. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                 SAPIENT CORPORATION
               (Exact name of registrant as specified in its charter)
  
                          DELAWARE                             04-3130648
              (State or other jurisdiction of                (I.R.S. Employer
               incorporation or organization)             Identification Number)
  
        ONE MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS              02142
          (Address of Principal Executive Offices)              (Zip Code)
  
               HUMAN CODE, INC. 1994 STOCK OPTION/STOCK ISSUANCE PLAN
                              (Full title of the Plan)
  
                                 JERRY A. GREENBERG
                                   J. STUART MOORE
                             CO-CHIEF EXECUTIVE OFFICERS
                                 SAPIENT CORPORATION
                                 ONE MEMORIAL DRIVE
                           CAMBRIDGE, MASSACHUSETTS 02142
  
                                   WITH A COPY TO:
  
               Jonathan Wolfman, Esq.                Deborah England Gray
                 Hale and Dorr LLP                     General Counsel
                  60 State Street                    Sapient Corporation
            Boston, Massachusetts 02109               One Memorial Drive
                   (617) 526-6000               Cambridge, Massachusetts 02142
                                                         (617) 621-0200
  
              (Name, address, including zip code, and telephone number,
                     including area code, of agents for service)
  
                           CALCULATION OF REGISTRATION FEE
  =================================================================================================
  Title of                                Proposed Maximum     Proposed Maximum       Amount of
  Securities            Amount to be      Offering Price       Aggregate              Registration
  to be Registered      Registered        Per Share            Offering Price         Fee
  --------------------------------------------------------------------------------------------------
  Common Stock,
  $.01 par value       488,040 shares       $47.03(1)         $22,952,521.20(1)        $6,059.47
  ==================================================================================================
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Common Stock on
       the Nasdaq National Market on August 30, 2000 in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933.
  2
                                  EXPLANATORY NOTE
  
  This Registration Statement on Form S-8 is being filed to register the shares of
  Common Stock of Sapient Corporation (the "Company" or "Registrant") issuable
  pursuant to the Human Code, Inc. 1994 Stock Option/Stock Issuance Plan (the
  "Plan"). On August 28, 2000, pursuant to the terms of Section 1.8 of the
  Agreement and Plan of Merger dated as of August 9, 2000 by and among the
  Company, Houston Acquisition Corp. and Human Code, Inc., the Company assumed the
  Plan and all of the outstanding options to purchase Common Stock of Human Code,
  Inc. issued under the Plan.
  
                                        -2-
  3
  
  PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
            The information required by Part I is included in documents sent or
  given to participants in the Plan pursuant to Rule 428(b)(1) of the Securities
  Act of 1933, as amended (the "Securities Act").
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
            Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which are filed with the Securities and
  Exchange Commission (the "Commission"), are incorporated in this Registration
  Statement by reference:
  
                 (1) The Registrant's latest annual report filed pursuant to
            Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act"), or the latest prospectus filed pursuant
            to Rule 424(b) under the Securities Act that contains audited
            financial statements for the Registrant's latest fiscal year for which
            such statements have been filed.
  
                 (2) All other reports filed pursuant to Sections 13(a) or 15(d)
            of the Exchange Act since the end of the fiscal year covered by the
            annual report or the prospectus referred to in (1) above.
  
                 (3) The description of the common stock of the Registrant, $.01
            par value per share (the "Common Stock"), contained in the
            Registrant's Registration Statement on Form 8-A filed under the
            Exchange Act, including any amendment or report filed for the purpose
            of updating such description.
  
            All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of 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 a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall 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
  
                Not Applicable.
  
                                        -3-
  4
            Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            Section 102 of the Delaware General Corporation Law allows a
  corporation to eliminate the personal liability of directors of a corporation to
  the corporation or its stockholders for monetary damages for a breach of
  fiduciary duty as a director, except where the director breached his duty of
  loyalty, failed to act in good faith, engaged in intentional misconduct or
  knowingly violated a law, authorized the payment of a dividend or approved a
  stock repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit. Article SEVENTH of the Registrant's Amended and Restated
  Certificate of Incorporation includes such a provision.
  
            Section 145 of the General Corporation Law of Delaware provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
            Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  litigation or other legal proceeding (other than an action by or in the right of
  the Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interest of the
  Registrant, and, with respect to any criminal action or proceeding, has no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  action by or in the right of the Registrant brought against him by virtue of his
  position as a director or officer of the Registrant if he acted in good faith
  and in a manner he reasonably believed to be in, or not opposed to, the best
  interests of the Registrant, except that no indemnification shall be made with
  respect to any matter as to which such person shall have been adjudged to be
  liable to the Registrant, unless a court determines that, despite such
  adjudication but in view of all of the circumstances, he is entitled to
  indemnification of such expenses. Notwithstanding the foregoing, to the extent
  that a director or officer has been successful, on the merits or otherwise,
  including, without limitation, the dismissal of an action without prejudice, he
  is required to be indemnified by the Registrant against all expenses (including
  attorneys' fees) incurred in connection therewith. Expenses shall be advanced by
  the Registrant to a director or officer at his request, provided that he
  undertakes to repay the amount advanced if it is ultimately determined that he
  is not entitled to indemnification for such expenses.
  
            Indemnification is required to be made promptly unless the Registrant
  determines that the applicable standard of conduct required for indemnification
  has not been met. In the event the Registrant denies a request for
  indemnification, or if the Registrant fails to dispose of a request for
  indemnification within 60 days after such payment is claimed by the indemnitee,
  such person is permitted to petition the court to make an independent
  
                                        -4-
  5
  
  determination as to whether such person is entitled to indemnification. As a
  condition precedent to the right of indemnification, the director or officer
  must give the Registrant notice of the action for which indemnity is sought and
  the Registrant has the right to participate in such action or assume the defense
  thereof.
  
            Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that the indemnification provided therein is not
  exclusive, and provides that in the event that the Delaware General Corporation
  Law is amended to expand the indemnification permitted to directors or officers,
  the Registrant must indemnify those persons to the fullest extent permitted by
  such law as so amended.
  
            Item 7. EXEMPTION FROM REGISTRATION CLAIMED
  
                Not applicable.
  
            Item 8. EXHIBITS
  
            Exhibit
            Number      Description
            3.1 (1)     Amended and Restated Certificate of Incorporation of the
                        Registrant, as amended
            3.2 (2)     Amended and Restated By-Laws of the Registrant, as amended
            4.1 (2)     Specimen certificate for shares of Common Stock
            4.2         Human Code, Inc. 1994 Stock Option/Stock Issuance Plan,
                        as amended
            5.1         Opinion of Hale and Dorr LLP
            23.1        Consent of Hale and Dorr LLP (included in Exhibit 5.1)
            23.2        Consent of PricewaterhouseCoopers LLP
            23.3        Consent of KPMG LLP
            24          Power of Attorney (included on signature page to this
                        Registration Statement)
  
  ------
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-8 (File No. 333-53769) and Registrant's Current Report
       on Form 8-K as filed with the SEC on August 31, 2000.
  (2)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1 (File No. 333-1586).
  
            Item 9. UNDERTAKINGS
  
            1.   The Registrant hereby undertakes:
  
                 (a) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement 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;
  
                                        -5-
  6
  
                 (b) 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.
  
                 (c) 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.
  
            2. The 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 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.
  
            3. 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 foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed 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 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.
  
                                        -6-
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 the City of Cambridge, Commonwealth of Massachusetts, on this
  31st day of August, 2000.
  
                                         SAPIENT CORPORATION
  
                                         By: /s/ Edward G. Goldfinger
                                            -------------------------------------
                                         Name:  Edward G. Goldfinger
                                         Title:  Chief Financial Officer
  
                                        -7-
  8
  
                          SIGNATURES AND POWER OF ATTORNEY
  
            We, the undersigned officers and directors of Sapient Corporation,
  hereby severally constitute and appoint Edward G. Goldfinger, Deborah England
  Gray and Jonathan Wolfman, and each of them singly, our true and lawful
  attorneys with full power to any of them, and to each of them singly, to sign
  for us and in our names in the capacities indicated below the Registration
  Statement on Form S-8 filed herewith and any and all pre-effective and
  post-effective amendments to said Registration Statement and generally to do all
  such things in our name and behalf in our capacities as officers and directors
  to enable Sapient Corporation to comply with the provisions of the Securities
  Act of 1933 and all requirements of the Securities and Exchange Commission,
  hereby ratifying and confirming our signatures as they may be signed by our said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  
            Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                         TITLE                                          DATE
  ---------                         -----                                          ----
  /s/ Jerry A. Greenberg         Co-Chief Executive Officer and Director        August 31, 2000
   ---------------------------    (Principal Executive Officer)
     Jerry A. Greenberg
  
   /s/ J. Stuart Moore            Co-Chief Executive Officer and Director        August 31, 2000
   ---------------------------    (Principal Executive Officer)
     J. Stuart Moore
  
   /s/ Edward G. Goldfinger       Chief Financial Officer (Principal Financial   August 31, 2000
   ---------------------------    and Accounting Officer)
     Edward G. Goldfinger
  
   /s/ Carl S. Sloane             Director                                       August 31, 2000
   ---------------------------
     Carl S. Sloane
  
   /s/ Darius W. Gaskins, Jr.     Director                                       August 31, 2000
   ---------------------------
     Darius W. Gaskins, Jr.
  
                                  Director                                       August __, 2000
   ---------------------------
      Bruce D. Parker
  
   /s/ R. Stephen Cheheyl         Director                                       August 31, 2000
   ---------------------------
     R. Stephen Cheheyl
  -8-
  9
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number     Description
  3.1(1)     Amended and Restated Certificate of Incorporation of the Registrant,
             as amended
  3.2(2)     Amended and Restated By-Laws of the Registrant, as amended
  4.1(2)     Specimen certificate for shares of Common Stock
  4.2        Human Code, Inc. 1994 Stock Option/Stock Issuance Plan, as amended
  5.1        Opinion of Hale and Dorr LLP
  23.1       Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  23.2       Consent of PricewaterhouseCoopers LLP
  23.3       Consent of KPMG LLP
  24         Power of Attorney (included on the signature page to this
             Registration Statement)
  
  ------
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-8 (File No. 333-53769) and Registration's Current
       Report on Form 8-K as filed with the SEC on August 31, 2000.
  (2)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1 (File No. 333-1586).
  
                                        -9-