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)
  
  
                   DELAWARE                                   04-3395167
  (State or other jurisdiction of incorporation   (I.R.S. Employer Identification
              or organization)                                    No.)
  
  
  
                 67 BATTERYMARCH STREET, SUITE 500, BOSTON, MA 02110
                      (Address of principal executive offices)
  
  
                       STOCK OPTION AGREEMENT (100,000 SHARES)
  
                                (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     Proposed maximum
   Title of securities to be       Amount to be        offering price     aggregate offering       Amount of
         registered                 registered           per share              price          registration fee
         ----------                 ----------           ---------              -----          ----------------
  <S>                            <C>                  <C>                 <C>                  <C>
  Common Stock,                  100,000 Shares (1)         $3.08             $308,000.00            $28.34
  $.01 par value per share
  </TABLE>
  
  
  (1)   This Registration Statement covers 100,000 shares of Common Stock that may
        be issued to an executive of Provant, Inc. (the "Company") pursuant to a
        stock option agreement. 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 stock option
        agreement as a result of a stock dividend, stock split or other
        recapitalization.
  <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.
  
  
  
                                         -2-
  <PAGE>
        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 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.
  
  
  
                                        -3-
  <PAGE>
              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.
  
        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
  
  
                                        -4-
  <PAGE>
  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 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.
  
  
  
                                        -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>
  /s/ John E. Tyson                       CHAIRMAN OF THE BOARD           February 19, 2002
  ------------------------
  JOHN E. TYSON
  
  /s/ Curtis M. Uehlein                   PRESIDENT, CHIEF EXECUTIVE      February 19, 2002
  ------------------------                OFFICER AND DIRECTOR
  CURTIS M. UEHLEIN
  
  /s/ John H. Zenger                      DIRECTOR                        February 19, 2002
  ------------------------
  JOHN H. ZENGER
  </TABLE>
  <PAGE>
  <TABLE>
  <CAPTION>
  SIGNATURES                               TITLE                          DATE
  ----------                               -----                          ----
  <S>                                     <C>                             <C>
  /s/ Norman G. Fornella                  EXECUTIVE VICE PRESIDENT,       February 19, 2002
  ------------------------                TREASURER AND CHIEF
  NORMAN G. FORNELLA                      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                   Stock Option Agreement (100,000 Shares)
  
       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": "b42032pis-8.txt", "description": "STOCK OPTION AGREEMENT (100,000 SHARES)", "secsgml_size_bytes": 19624}]
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": "333-83018", "film-number": "02553344"}, "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   (I.R.S. Employer Identification
              or organization)                                    No.)
  
                 67 BATTERYMARCH STREET, SUITE 500, BOSTON, MA 02110
                      (Address of principal executive offices)
  
                       STOCK OPTION AGREEMENT (100,000 SHARES)
  
                                (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     Proposed maximum
   Title of securities to be       Amount to be        offering price     aggregate offering       Amount of
         registered                 registered           per share              price          registration fee
         ----------                 ----------           ---------              -----          ----------------
  Common Stock,                  100,000 Shares (1)         $3.08             $308,000.00            $28.34
  $.01 par value per share
  (1)   This Registration Statement covers 100,000 shares of Common Stock that may
        be issued to an executive of Provant, Inc. (the "Company") pursuant to a
        stock option agreement. 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 stock option
        agreement as a result of a stock dividend, stock split or other
        recapitalization.
  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.
  
                                         -2-
  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 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.
  
                                        -3-
  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.
  
        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
  
                                        -4-
  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 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.
  
                                        -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
  ----------                              -----                           ----
  /s/ John E. Tyson                       CHAIRMAN OF THE BOARD           February 19, 2002
  ------------------------
  JOHN E. TYSON
  
  /s/ Curtis M. Uehlein                   PRESIDENT, CHIEF EXECUTIVE      February 19, 2002
  ------------------------                OFFICER AND DIRECTOR
  CURTIS M. UEHLEIN
  
  /s/ John H. Zenger                      DIRECTOR                        February 19, 2002
  ------------------------
  JOHN H. ZENGER
  SIGNATURES                               TITLE                          DATE
  ----------                               -----                          ----
  /s/ Norman G. Fornella                  EXECUTIVE VICE PRESIDENT,       February 19, 2002
  ------------------------                TREASURER AND CHIEF
  NORMAN G. FORNELLA                      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                   Stock Option Agreement (100,000 Shares)
  
       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)