content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on April 13, 2001.
                                                       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 organization)               (I.R.S. employer identification no.)
  </TABLE>
  
                 67 BATTERYMARCH STREET, SUITE 500, BOSTON, MA 02110
                      (Address of principal executive offices)
  
                                    ------------
  
                          1998 EMPLOYEE STOCK PURCHASE PLAN
                                (Full title of plan)
  
                                    ------------
  
          CURTIS M. UEHLEIN
            PROVANT, INC.                         Copies of communications to:
  67 BATTERYMARCH STREET, SUITE 500                   JAMES E. DAWSON, ESQ.
           BOSTON, MA 02110                       NUTTER, MCCLENNEN & FISH, LLP
            (617) 261-1600                           ONE INTERNATIONAL PLACE
     (Name, address and telephone               BOSTON, MASSACHUSETTS 02110-2699
     number of agent for service)                        (617) 439-2000
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =========================================================================================================================
                                                                  Proposed
                                                                  maximum           Proposed maximum
      Title of securities               Amount to be           offering price      aggregate offering          Amount of
        to be registered                 registered               per share              price             registration fee
  -------------------------------------------------------------------------------------------------------------------------
  
  <S>                                  <C>                     <C>                 <C>                     <C>
  Common Stock,                        500,000 Shares(1)           $5.26(2)          $2,630,000.00              $657.50
  $.01 par value per share
  =========================================================================================================================
  </TABLE>
  
  (1)  This Registration Statement covers 500,000 shares of Common Stock
       underlying awards that may be granted pursuant to the 1998 Employee Stock
       Purchase 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 average of the high and low prices per share of
       the Common Stock as reported on the Nasdaq National Market on April 10,
       2001.
  
  
  <PAGE>   2
  
  
                                       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,
  2000;
  
       (b) The Company's Current Report on Form 8-K as filed with the Commission
  on July 21, 2000;
  
       (c) The Company's Quarterly Report on Form 10-Q for the three months ended
  September 30, 2000;
  
       (d) The Company's Quarterly Report on Form 10-Q for the three months ended
  December 31, 2000; and
  
       (e) 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.
  
       Not applicable.
  
  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 the corporation) by reason of the fact that he
  or she is or was a director, officer, employee or agent of
  
  
                                        -2-
  <PAGE>   3
  
  
  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>   4
  
  
  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
  
  
                                        -4-
  <PAGE>   5
  
  
  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 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>   6
  
  
                                     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 13th day of April, 2001.
  
                                          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, Rajiv Bhatt 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>
  /s/ John R. Murphy                                  CHAIRMAN OF THE BOARD                      April 13, 2001
  --------------------------------------
  JOHN R. MURPHY
  
  /s/ Curtis M. Uehlein                                     PRESIDENT,                           April 13, 2001
  --------------------------------------       CHIEF EXECUTIVE OFFICER AND DIRECTOR
  CURTIS M. UEHLEIN
  
  /S/ John H. Zenger                                        DIRECTOR                             April 13, 2001
  --------------------------------------
  JOHN H. ZENGER
  </TABLE>
  
  
  <PAGE>   7
  
  
  <TABLE>
  <CAPTION>
            SIGNATURES                                        TITLE                                   DATE
            ----------                                        -----                                   ----
  
  <S>                                          <C>                                               <C>
  /s/ Rajiv Bhatt                              EXECUTIVE VICE PRESIDENT, TREASURER,              April 13, 2001
  --------------------------------------       AND CHIEF FINANCIAL OFFICER
  RAJIV BHATT
  
  /s/ David B. Hammond                                      DIRECTOR                             April 13, 2001
  --------------------------------------
  DAVID B. HAMMOND
  
  /s/ Esther T. Smith                                       DIRECTOR                             April 13, 2001
  --------------------------------------
  ESTHER T. SMITH
  
  
  /s/ John E. Tyson                                         DIRECTOR                             April 13, 2001
  --------------------------------------
  JOHN E. TYSON
  
  /s/ Lawrence G. Heaney                         CHIEF ACCOUNTING OFFICER                        April 13, 2001
  --------------------------------------------
  LAWRENCE G. HEANEY
  </TABLE>
  
  
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  
      Exhibit No.            Title
      -----------            -----
  
          4.1                1998 Employee Stock Purchase 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)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b38980pis-8.txt", "description": "PROVANT INC.", "secsgml_size_bytes": 19829}]
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": "333-58952", "film-number": "1602451"}, "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: 1
  
       As filed with the Securities and Exchange Commission on April 13, 2001.
                                                       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 organization)               (I.R.S. employer identification no.)
  67 BATTERYMARCH STREET, SUITE 500, BOSTON, MA 02110
                      (Address of principal executive offices)
  
                                    ------------
  
                          1998 EMPLOYEE STOCK PURCHASE PLAN
                                (Full title of plan)
  
                                    ------------
  
          CURTIS M. UEHLEIN
            PROVANT, INC.                         Copies of communications to:
  67 BATTERYMARCH STREET, SUITE 500                   JAMES E. DAWSON, ESQ.
           BOSTON, MA 02110                       NUTTER, MCCLENNEN & FISH, LLP
            (617) 261-1600                           ONE INTERNATIONAL PLACE
     (Name, address and telephone               BOSTON, MASSACHUSETTS 02110-2699
     number of agent for service)                        (617) 439-2000
  
                           CALCULATION OF REGISTRATION FEE
  =========================================================================================================================
                                                                  Proposed
                                                                  maximum           Proposed maximum
      Title of securities               Amount to be           offering price      aggregate offering          Amount of
        to be registered                 registered               per share              price             registration fee
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock,                        500,000 Shares(1)           $5.26(2)          $2,630,000.00              $657.50
  $.01 par value per share
  =========================================================================================================================
  (1)  This Registration Statement covers 500,000 shares of Common Stock
       underlying awards that may be granted pursuant to the 1998 Employee Stock
       Purchase 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 average of the high and low prices per share of
       the Common Stock as reported on the Nasdaq National Market on April 10,
       2001.
  2
  
                                       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,
  2000;
  
       (b) The Company's Current Report on Form 8-K as filed with the Commission
  on July 21, 2000;
  
       (c) The Company's Quarterly Report on Form 10-Q for the three months ended
  September 30, 2000;
  
       (d) The Company's Quarterly Report on Form 10-Q for the three months ended
  December 31, 2000; and
  
       (e) 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.
  
       Not applicable.
  
  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 the corporation) by reason of the fact that he
  or she is or was a director, officer, employee or agent of
  
                                        -2-
  3
  
  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-
  4
  
  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
  
                                        -4-
  5
  
  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 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-
  6
  
                                     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 13th day of April, 2001.
  
                                          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, Rajiv Bhatt 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
            ----------                                        -----                                   ----
  /s/ John R. Murphy                                  CHAIRMAN OF THE BOARD                      April 13, 2001
  --------------------------------------
  JOHN R. MURPHY
  
  /s/ Curtis M. Uehlein                                     PRESIDENT,                           April 13, 2001
  --------------------------------------       CHIEF EXECUTIVE OFFICER AND DIRECTOR
  CURTIS M. UEHLEIN
  
  /S/ John H. Zenger                                        DIRECTOR                             April 13, 2001
  --------------------------------------
  JOHN H. ZENGER
  7
  SIGNATURES                                        TITLE                                   DATE
            ----------                                        -----                                   ----
  /s/ Rajiv Bhatt                              EXECUTIVE VICE PRESIDENT, TREASURER,              April 13, 2001
  --------------------------------------       AND CHIEF FINANCIAL OFFICER
  RAJIV BHATT
  
  /s/ David B. Hammond                                      DIRECTOR                             April 13, 2001
  --------------------------------------
  DAVID B. HAMMOND
  
  /s/ Esther T. Smith                                       DIRECTOR                             April 13, 2001
  --------------------------------------
  ESTHER T. SMITH
  
  /s/ John E. Tyson                                         DIRECTOR                             April 13, 2001
  --------------------------------------
  JOHN E. TYSON
  
  /s/ Lawrence G. Heaney                         CHIEF ACCOUNTING OFFICER                        April 13, 2001
  --------------------------------------------
  LAWRENCE G. HEANEY
  8
  
                                    EXHIBIT INDEX
  
      Exhibit No.            Title
      -----------            -----
  
          4.1                1998 Employee Stock Purchase 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)