content: <PAGE>   1
  
  
  
  
        As filed with the Securities and Exchange Commission on May 16, 2000
                                                     Registration No. 333-________
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D. C. 20549
  
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                          PAREXEL INTERNATIONAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
  Massachusetts                                             04-2776269
  (State or Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                            Identification Number)
  
  195 West Street, Waltham, MA                              02451
  (Address of Principal Executive Offices)                  (Zip Code)
  
                          PAREXEL INTERNATIONAL CORPORATION
                          2000 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                               JOSEF H. VON RICKENBACH
                        CHIEF EXECUTIVE OFFICER AND CHAIRMAN
                          PAREXEL INTERNATIONAL CORPORATION
                                   195 WEST STREET
                            WALTHAM, MASSACHUSETTS 02451
                       (Name and Address of Agent for Service)
  
                                   (781) 487-9900
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                   with a copy to:
                               MARK T. BEAUDOUIN, ESQ.
                         VICE PRESIDENT AND GENERAL COUNSEL
                          PAREXEL INTERNATIONAL CORPORATION
                                   195 WEST STREET
                            WALTHAM, MASSACHUSETTS 02451
  
                           CALCULATION OF REGISTRATION FEE
  
  
  --------------------------------------------------------------------------------
                                       Proposed        Proposed
   Title of                             Maximum         Maximum
  Securities              Amount        Offering       Aggregate      Amount of
    to be                  to be         Price          Offering    Registration
  Registered            Registered     Per Share         Price         Fee
  --------------------------------------------------------------------------------
  Common Stock,
  $.01 par value      800,000 shares   $8.735(1)      $6,988,000(1)    $1,845
  --------------------------------------------------------------------------------
  
  
  (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 May 11, 2000, in accordance with
           Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
  
  
  <PAGE>   2
  
  
  
  
  
  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 Registrant's 2000 Employee Stock Purchase 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 DOCUMENTS BY REFERENCE
  
                    The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                          (1) The Registrant's latest annual report filed pursuant
  to Section 13(a) or 15(d) of 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 Section 13(a) or
  15(d) of the Exchange Act since the end of the fiscal year covered by the
  document 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 a
  registration statement 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 not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
          Item 4.    DESCRIPTION OF SECURITIES
  
                     Not applicable.
  
  
                                        -2-
  <PAGE>   3
  
  
          Item 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           The legality of the Common Stock being offered hereby will be passed
  upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts. A senior
  partner of Hale and Dorr LLP beneficially owns approximately 5,000 shares of the
  Registrant's Common Stock.
  
          Item 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article 6 of the Company's Restated Articles of Organization provides
  that the Registrant shall indemnify each person who is or was a director or
  officer of the Registrant, and each person who is or was serving or has agreed
  to serve at the request of the Registrant as a director or officer of, or in a
  similar capacity with, another organization against all liabilities, costs and
  expenses reasonably incurred by any such persons in connection with the defense
  or disposition of or otherwise in connection with or resulting from any action,
  suit or other proceeding in which they may be involved by reason of being or
  having been such a director or officer or by reason of any action taken or not
  taken in such capacity, except with respect to any matter as to which such
  person shall have been finally adjudicated by a court of competent jurisdiction
  not to have acted in good faith in the reasonable belief that his or her action
  was in the best interests of the Registrant. Section 67 of Chapter 156B of the
  Massachusetts Business Corporation Law authorizes a corporation to indemnify its
  directors, officers, employees and other agents unless such person shall have
  been adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that such action was in the best interests of the corporation.
  
          Item 7.         EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
          Item 8.         EXHIBITS
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
          Item 9.         UNDERTAKINGS
  
                          (a)      The Registrant hereby undertakes:
  
  
  
                                        -3-
  <PAGE>   4
  
  
                             (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 this
                             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 this Registration
                             Statement. Notwithstanding the foregoing, any
                             increase or decrease in volume of securities offered
                             (if the total dollar value of securities offered
                             would not exceed that which was registered) and any
                             deviation from the low or high end of the estimated
                             maximum offering range may be reflected in the form
                             of prospectus filed with the Commission pursuant to
                             Rule 424(b) if, in the aggregate, the changes in
                             volume and price represent no more than 20 percent
                             change in the maximum aggregate offering price set
                             forth in the "Calculation of Registration Fee" table
                             in the effective registration statement; and
  
                                  (iii)   To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in this Registration Statement or any
                             material change to such information in this
                             Registration Statement;
  
  provided, however, that paragraphs (i) and (ii) do not apply if 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 15(d) of the Exchange Act that are
  incorporated by reference in this 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.
  
  
  
  
                                        -4-
  
  <PAGE>   5
  
                              (b) The undersigned Registrant hereby undertakes
           that, for purposes of determining any liability under the Securities
           Act of 1933, each filing of the Registrant's annual report pursuant to
           Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
           that is incorporated by reference in this 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 of 1933 may be permitted to directors,
           officers and controlling persons of the Registrant pursuant to the
           provisions referred to in Item 6 hereof, or otherwise, the Registrant
           has been advised that in the opinion of the Securities and Exchange
           Commission such indemnification is against public policy as expressed
           in the 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 Act and will be
           governed by the final adjudication of such issue.
  
  
                                        -5-
  
  
  <PAGE>   6
  
  
                                     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 Waltham,
  Massachusetts on May 12, 2000.
  
                                     PAREXEL INTERNATIONAL CORPORATION
  
  
  
                                     By:   /s/ Josef H. von Rickenbach
                                         -----------------------------------------
                                          Josef H. von Rickenbach
                                          Chief Executive Officer and
                                          Chairman
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
  We, the undersigned officers and directors of PAREXEL International Corporation
  hereby severally constitute and appoint Josef H. von Rickenbach, William T.
  Sobo, Jr. and Mark T. Beaudouin, and each of them singly, our true and lawful
  attorneys with full power to them, and 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 subsequent amendments to said
  Registration Statement, and generally to do all such things in our names and
  behalf in our capacities as officers and directors to enable PAREXEL
  International Corporation to comply with all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by said attorneys, or any of them, to said Registration Statement and
  any and all amendments thereto.
  
  
  
                                        -6-
  
  <PAGE>   7
  
  
           PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
  STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  
        SIGNATURE                            TITLE                       DATE
        ---------                            -----                       ----
  
  /s/ Josef H. von Rickenbach       Chief Executive Officer           May 12, 2000
  ---------------------------       (principal executive officer)
  Josef H. von Rickenbach           and Director
  
  /s/ William T. Sobo               Senior Vice President, Chief      May 12, 2000
  ---------------------------       Financial Officer, Treasurer
  William T. Sobo                   and Clerk (principal financial
                                    and accounting officer)
  
  
                                    Director
  ----------------------------
  A. Dana Callow, Jr.
  
  
  /s/ Patrick J. Fortune            Director                          May 12, 2000
  ----------------------------
  Patrick J. Fortune
  
  
  /s/ Werner M. Herrmann            Director                          May 12, 2000
  ---------------------------
  Werner M. Herrmann
  
  
                                    Director
  ----------------------------
  Serge Okun
  
  
  /s/ A. Joseph Eagle               Director                          May 12, 2000
  ----------------------------
  A. Joseph Eagle
  
  
  
  
                                         7
  
  <PAGE>   8
  
  
  
                                    EXHIBIT INDEX
  
   EXHIBIT
   NUMBER                             DESCRIPTION OF EXHIBIT
   -------                            ----------------------
  
  
    4.1      Amended and Restated Articles of Incorporation of the Registrant
             (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form
             10-Q for the Quarter Ended December 31, 1996 and incorporated herein
             by this reference).
  
  
    4.2      Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2
             to the Registrant's Registration Statement on Form S-1 (File No.
             333-1188) and incorporated herein by this reference).
  
  
    4.3      Specimen certificate representing the Common Stock of the Registrant
             (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form
             10-Q for the Quarter Ended December 31, 1996 and incorporated herein
             by this reference).
  
    5.1      Opinion of Hale and Dorr LLP.
  
  23.1       Consent of Hale and Dorr LLP (included in Exhibit 5).
  
  23.2       Consent of PriceWaterhouseCoopers LLP.
  
  24.1       Power of Attorney (included in the signature pages of this
             Registration Statement).
  
  
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PAREXEL INTERNATIONAL CORP.", "secsgml_size_bytes": 17419}]
metadata_filer: {"company-data": {"conformed-name": "PAREXEL INTERNATIONAL CORP", "cik": "0000799729", "assigned-sic": "8731", "irs-number": "042776269", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37138", "film-number": "637528"}, "business-address": {"street1": "195 WEST ST", "city": "WALTHAM", "state": "MA", "zip": "02151", "phone": "7814879900"}, "mail-address": {"street1": "195 WEST ST", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
text: 1
  
        As filed with the Securities and Exchange Commission on May 16, 2000
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D. C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                          PAREXEL INTERNATIONAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
  Massachusetts                                             04-2776269
  (State or Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                            Identification Number)
  
  195 West Street, Waltham, MA                              02451
  (Address of Principal Executive Offices)                  (Zip Code)
  
                          PAREXEL INTERNATIONAL CORPORATION
                          2000 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                               JOSEF H. VON RICKENBACH
                        CHIEF EXECUTIVE OFFICER AND CHAIRMAN
                          PAREXEL INTERNATIONAL CORPORATION
                                   195 WEST STREET
                            WALTHAM, MASSACHUSETTS 02451
                       (Name and Address of Agent for Service)
  
                                   (781) 487-9900
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                   with a copy to:
                               MARK T. BEAUDOUIN, ESQ.
                         VICE PRESIDENT AND GENERAL COUNSEL
                          PAREXEL INTERNATIONAL CORPORATION
                                   195 WEST STREET
                            WALTHAM, MASSACHUSETTS 02451
  
                           CALCULATION OF REGISTRATION FEE
  
  --------------------------------------------------------------------------------
                                       Proposed        Proposed
   Title of                             Maximum         Maximum
  Securities              Amount        Offering       Aggregate      Amount of
    to be                  to be         Price          Offering    Registration
  Registered            Registered     Per Share         Price         Fee
  --------------------------------------------------------------------------------
  Common Stock,
  $.01 par value      800,000 shares   $8.735(1)      $6,988,000(1)    $1,845
  --------------------------------------------------------------------------------
  
  (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 May 11, 2000, in accordance with
           Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
  2
  
  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 Registrant's 2000 Employee Stock Purchase 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 DOCUMENTS BY REFERENCE
  
                    The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                          (1) The Registrant's latest annual report filed pursuant
  to Section 13(a) or 15(d) of 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 Section 13(a) or
  15(d) of the Exchange Act since the end of the fiscal year covered by the
  document 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 a
  registration statement 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 not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
          Item 4.    DESCRIPTION OF SECURITIES
  
                     Not applicable.
  
                                        -2-
  3
  
          Item 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           The legality of the Common Stock being offered hereby will be passed
  upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts. A senior
  partner of Hale and Dorr LLP beneficially owns approximately 5,000 shares of the
  Registrant's Common Stock.
  
          Item 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article 6 of the Company's Restated Articles of Organization provides
  that the Registrant shall indemnify each person who is or was a director or
  officer of the Registrant, and each person who is or was serving or has agreed
  to serve at the request of the Registrant as a director or officer of, or in a
  similar capacity with, another organization against all liabilities, costs and
  expenses reasonably incurred by any such persons in connection with the defense
  or disposition of or otherwise in connection with or resulting from any action,
  suit or other proceeding in which they may be involved by reason of being or
  having been such a director or officer or by reason of any action taken or not
  taken in such capacity, except with respect to any matter as to which such
  person shall have been finally adjudicated by a court of competent jurisdiction
  not to have acted in good faith in the reasonable belief that his or her action
  was in the best interests of the Registrant. Section 67 of Chapter 156B of the
  Massachusetts Business Corporation Law authorizes a corporation to indemnify its
  directors, officers, employees and other agents unless such person shall have
  been adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that such action was in the best interests of the corporation.
  
          Item 7.         EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
          Item 8.         EXHIBITS
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
          Item 9.         UNDERTAKINGS
  
                          (a)      The Registrant hereby undertakes:
  
                                        -3-
  4
  
                             (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 this
                             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 this Registration
                             Statement. Notwithstanding the foregoing, any
                             increase or decrease in volume of securities offered
                             (if the total dollar value of securities offered
                             would not exceed that which was registered) and any
                             deviation from the low or high end of the estimated
                             maximum offering range may be reflected in the form
                             of prospectus filed with the Commission pursuant to
                             Rule 424(b) if, in the aggregate, the changes in
                             volume and price represent no more than 20 percent
                             change in the maximum aggregate offering price set
                             forth in the "Calculation of Registration Fee" table
                             in the effective registration statement; and
  
                                  (iii)   To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in this Registration Statement or any
                             material change to such information in this
                             Registration Statement;
  
  provided, however, that paragraphs (i) and (ii) do not apply if 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 15(d) of the Exchange Act that are
  incorporated by reference in this 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.
  
                                        -4-
  5
  
                              (b) The undersigned Registrant hereby undertakes
           that, for purposes of determining any liability under the Securities
           Act of 1933, each filing of the Registrant's annual report pursuant to
           Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
           that is incorporated by reference in this 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 of 1933 may be permitted to directors,
           officers and controlling persons of the Registrant pursuant to the
           provisions referred to in Item 6 hereof, or otherwise, the Registrant
           has been advised that in the opinion of the Securities and Exchange
           Commission such indemnification is against public policy as expressed
           in the 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 Act and will be
           governed by the final adjudication of such issue.
  
                                        -5-
  6
  
                                     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 Waltham,
  Massachusetts on May 12, 2000.
  
                                     PAREXEL INTERNATIONAL CORPORATION
  
                                     By:   /s/ Josef H. von Rickenbach
                                         -----------------------------------------
                                          Josef H. von Rickenbach
                                          Chief Executive Officer and
                                          Chairman
  
                          POWER OF ATTORNEY AND SIGNATURES
  
  We, the undersigned officers and directors of PAREXEL International Corporation
  hereby severally constitute and appoint Josef H. von Rickenbach, William T.
  Sobo, Jr. and Mark T. Beaudouin, and each of them singly, our true and lawful
  attorneys with full power to them, and 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 subsequent amendments to said
  Registration Statement, and generally to do all such things in our names and
  behalf in our capacities as officers and directors to enable PAREXEL
  International Corporation to comply with all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by said attorneys, or any of them, to said Registration Statement and
  any and all amendments thereto.
  
                                        -6-
  7
  
           PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
  STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  
        SIGNATURE                            TITLE                       DATE
        ---------                            -----                       ----
  
  /s/ Josef H. von Rickenbach       Chief Executive Officer           May 12, 2000
  ---------------------------       (principal executive officer)
  Josef H. von Rickenbach           and Director
  
  /s/ William T. Sobo               Senior Vice President, Chief      May 12, 2000
  ---------------------------       Financial Officer, Treasurer
  William T. Sobo                   and Clerk (principal financial
                                    and accounting officer)
  
                                    Director
  ----------------------------
  A. Dana Callow, Jr.
  
  /s/ Patrick J. Fortune            Director                          May 12, 2000
  ----------------------------
  Patrick J. Fortune
  
  /s/ Werner M. Herrmann            Director                          May 12, 2000
  ---------------------------
  Werner M. Herrmann
  
                                    Director
  ----------------------------
  Serge Okun
  
  /s/ A. Joseph Eagle               Director                          May 12, 2000
  ----------------------------
  A. Joseph Eagle
  
                                         7
  8
  
                                    EXHIBIT INDEX
  
   EXHIBIT
   NUMBER                             DESCRIPTION OF EXHIBIT
   -------                            ----------------------
  
    4.1      Amended and Restated Articles of Incorporation of the Registrant
             (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form
             10-Q for the Quarter Ended December 31, 1996 and incorporated herein
             by this reference).
  
    4.2      Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2
             to the Registrant's Registration Statement on Form S-1 (File No.
             333-1188) and incorporated herein by this reference).
  
    4.3      Specimen certificate representing the Common Stock of the Registrant
             (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form
             10-Q for the Quarter Ended December 31, 1996 and incorporated herein
             by this reference).
  
    5.1      Opinion of Hale and Dorr LLP.
  
  23.1       Consent of Hale and Dorr LLP (included in Exhibit 5).
  
  23.2       Consent of PriceWaterhouseCoopers LLP.
  
  24.1       Power of Attorney (included in the signature pages of this
             Registration Statement).
  
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