content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                   on June 4, 1996
  
                                                  Registration No. 333-_____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                 SAPIENT CORPORATION
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                 04-3130648
  (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                 Identification Number)
  
     ONE MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS           02142
       (Address of Principal Executive Offices)           (Zip Code)
  
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)
  
                                 JERRY A. GREENBERG
                                   J. STUART MOORE
                             CO-CHIEF EXECUTIVE OFFICERS
                                 SAPIENT CORPORATION
                                 ONE MEMORIAL DRIVE
                           CAMBRIDGE, MASSACHUSETTS 02142
  
                                   WITH A COPY TO:
                                  PAUL P. BROUNTAS
                                    HALE AND DORR
                                   60 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
  
                      (Name and address of agents for service)
  
                                   (617) 621-0200
  
           (Telephone number, including area code, of agents for service)
  
  ================================================================================
                           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,   150,000     $45.00(1)   $6,750,000(1)    $2,328
  $.01 par        shares
  value
  
  
  <PAGE>   2
  
  
  
  - --------------------------------------------------------------------------------
  (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 30, 1996 in accordance with Rules 457(c)
       and 457(h) of the Securities Act of 1933.
  ================================================================================
  
  <PAGE>   3
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the Registrant's 1996 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 Certain Documents by Reference
                -----------------------------------------------
  
       The following documents, which are filed with the Securities and Exchange
  Commission (the "Commission"), are incorporated in this Registration Statement
  by reference:
  
            (1) The Registrant's latest annual report filed pursuant to Sections
       13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
       "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
       under the Securities Act that contains audited financial statements for the
       registrant's latest fiscal year for which such statements have been filed.
  
            (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
       Exchange Act since the end of the fiscal year covered by the annual report
       or the prospectus referred to in (1) above.
  
            (3) The description of the common stock of the Registrant, $.01 par
       value per share (the "Common Stock"), contained in the Registrant's
       Registration Statement on Form 8-A filed under the Exchange Act, including
       any amendment or report filed for the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
       Item 4.  Description of Securities
                -------------------------
  
       Not applicable.
  
                                        II-1
  
  
  <PAGE>   4
  
       Item 5.  Interests of Named Experts and Counsel
                -------------------------------------- 
  
            Not Applicable.
  
       Item 6.  Indemnification of Directors and Officers
                -----------------------------------------
  
       Section 145 of the General Corporation Law of Delaware provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
       Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement reasonably incurred in
  connection with any litigation or other legal proceeding (other than an action
  by or in the right of the Registrant) brought against him by virtue of his
  position as a director or officer of the Registrant if he acted in good faith
  and in a manner he reasonably believed to be in or not opposed to the best
  interests of the Registrant, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
  shall be indemnified by the Registrant against expenses (including attorneys'
  fees) and amounts paid in settlement reasonably incurred in connection with any
  action by or in the right of the Registrant by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in or not opposed to the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  such matter as to which such director or officer shall have been adjudged to be
  liable to the Registrant, unless and only to the extent that a court determines
  that, despite the 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 as the court deems proper. Notwithstanding the foregoing, to the extent
  that a director or officer has been successful, on the merits or otherwise, he
  shall be indemnified against all expenses (including attorneys' fees) reasonably
  incurred by him in connection therewith. Expenses incurred in defending a
  
                                        II-2
  
  <PAGE>   5
  
  civil or criminal action, suit or proceeding shall be advanced by the Registrant
  to a director or officer, at his request, upon receipt of an undertaking by the
  director or officer to repay such amount if it is ultimately determined that he
  is not entitled to indemnification.
  
       Indemnification is required to be made unless the Registrant determines (in
  the manner provided in the Amended and Restated Certificate of Incorporation)
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition a court to make an independent determination as to whether
  such person is entitled to indemnification. As a condition precedent to the
  right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
       Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that the indemnification provided therein is not
  exclusive, and provides that in the event that the General Corporation Law of
  Delaware is amended to expand the indemnification permitted to directors or 
  officers, the Registrant must indemnify those persons to the fullest extent 
  permitted by such law as so amended.
  
       Article SEVENTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that, except to the extent that the General Corporation
  Law of Delaware prohibits the elimination or limitation of liability of
  directors for breaches of fiduciary duty, no director of the Registrant shall be
  personally liable to the Registrant or its stockholders for monetary damages for
  any breach of fiduciary duty as a director.
  
       Item 7.  Exemption from Registration Claimed
                ----------------------------------- 
                                                   
            Not applicable.
  
                                        II-3
  
  
  <PAGE>   6
  
            Item 8.  Exhibits
                     -------- 
  
    Exhibit
    Number          Description
    ------          -----------
  
     4.1 (1)        Amended and Restated Certificate of
                    Incorporation of the Registrant
  
     4.2 (1)        Amended and Restated By-Laws of the Registrant
  
     4.3 (1)        Specimen certificate for shares of common stock.
  
     5.1            Opinion of Hale and Dorr
  
    23.1            Consent of Hale and Dorr (included in
                    Exhibit 5.1)
  
    23.2            Consent of KPMG Peat Marwick L.L.P.
  
    23.3            Consent of Ernst & Young L.L.P
  
    24.1            Power of Attorney
  
                           
            Item 9.  Undertakings
                     ------------
    
                 1.   The 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;
  
  - --------
  1  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 333-1586).
  
                                        II-4
  <PAGE>   7
  
  
                      PROVIDED, HOWEVER, that paragraphs (i) and (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 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.
  
                 2. The Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of the
            Registrant's annual report pursuant to Section 13(a) or Section 15(d)
            of the Exchange Act (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 in the initial bona fide offering
            thereof.
  
                 3. Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and controlling
            persons of the Registrant pursuant to the foregoing provisions, or
            otherwise, the Registrant has been advised that in the opinion of the
            Commission such indemnification is against public policy as expressed
            in the Securities Act and is, therefore, unenforceable. In the event
            that a claim for indemnification against such liabilities (other than
            the payment by the Registrant of expenses incurred or paid by a
            director, officer or controlling person of the Registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, the Registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the question
            whether such indemnification by it is against public policy as
            expressed in the Securities Act and will be governed by the final
            adjudication of such issue.
  
                                        II-5
  
  
  <PAGE>   8
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Cambridge, Commonwealth of Massachusetts, on June 4,
  1996.
  
                                           SAPIENT CORPORATION
  
                                           By: /s/ Jerry A. Greenberg
                                               ----------------------
                                               Jerry A. Greenberg
                                               Co-Chief
                                               Executive Officer
  
                                           By: /s/ J. Stuart Moore
                                               ----------------------
                                               J. Stuart Moore
                                               Co-Chief
                                               Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Sapient Corporation hereby
  severally constitute Susan D. Johnson, Deborah England Gray, Paul P. Brountas
  and Jonathan Wolfman, 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 Sapient 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.
  
  
                                        II-6
  <PAGE>   9
  
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the date indicated.
  
  Signature                   Title                          Date
  - ---------                   -----                          ----
  
  /s/ Jerry A. Greenberg      Co-Chief                   ) June 4, 1996
  - --------------------------  Executive Officer and      )
  Jerry A. Greenberg          Director (principal        )
                              executive officer)         )
                                                         )
                                                         )
                                                         )
                                                         )
                                                         )
                                                         )
  /s/ J. Stuart Moore         Co-Chief                   ) June 4, 1996
  - --------------------------  Executive Officer and      )       
  J. Stuart Moore             Director (principal        )       
                              executive officer)         )       
                                                         )       
                                                         )       
                                                         )       
                                                         )       
                                                         )       
                                                         )       
  /s/ Susan D. Johnson        Chief Financial Officer    ) June 4, 1996
  - --------------------------  (principal financial       )       
  Susan D. Johnson            and accounting officer)    )       
                                                         )       
                                                         )       
                                                         )       
                                                         )       
  /s/ Carl S. Sloane          Director                   ) June 4, 1996
  - --------------------------                             )       
  Carl S. Sloane                                         )       
                                                         )       
                                                         )       
  /s/ Darius W. Gaskins, Jr.  Director                   ) June 4, 1996
  - --------------------------                             )       
  Darius W. Gaskins, Jr.                                 )       
                                                         )       
                                                         )       
  /s/ Bruce D. Parker         Director                   ) June 4, 1996
  - --------------------------                             )       
  Bruce D. Parker                                        )       
                                                         )       
                                                         )       
  /s/ R. Stephen Cheheyl      Director                   ) June 4, 1996
  - --------------------------                             )
  R. Stephen Cheheyl                                     )
  
  
  
  
                                        II-7
  
  
  <PAGE>   10
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
     Exhibit
     Number           Description
     ------           -----------
  
     4.1 (1)          Amended and Restated Certificate of
                      Incorporation of the Registrant
  
     4.2 (1)          Amended and Restated By-Laws of the Registrant
  
     4.3 (1)          Specimen certificate for shares of common stock.
  
     5.1              Opinion of Hale and Dorr
  
    23.1              Consent of Hale and Dorr (included in
                      Exhibit 5.1)
  
    23.2              Consent of KPMG Peat Marwick L.L.P.
  
    23.3              Consent of Ernst & Young L.L.P
  
    24.1              Power of Attorney (included on the signature
                      page of this Registration Statement)
  
  - --------
  1  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 333-1586).
  
  
                                        II-8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "SAPIENT CORPORATION FORM S-8", "secsgml_size_bytes": 22171}]
metadata_filer: {"company-data": {"conformed-name": "SAPIENT CORP", "cik": "0001008817", "assigned-sic": "7373", "irs-number": "043130648", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05155", "film-number": "96576546"}, "business-address": {"street1": "ONE MEMORIAL DR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6176210200"}, "mail-address": {"street1": "ONE MEMORIAL DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02142"}}
text: 1
                As filed with the Securities and Exchange Commission
                                   on June 4, 1996
  
                                                  Registration No. 333-_____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                 SAPIENT CORPORATION
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                 04-3130648
  (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                 Identification Number)
  
     ONE MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS           02142
       (Address of Principal Executive Offices)           (Zip Code)
  
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)
  
                                 JERRY A. GREENBERG
                                   J. STUART MOORE
                             CO-CHIEF EXECUTIVE OFFICERS
                                 SAPIENT CORPORATION
                                 ONE MEMORIAL DRIVE
                           CAMBRIDGE, MASSACHUSETTS 02142
  
                                   WITH A COPY TO:
                                  PAUL P. BROUNTAS
                                    HALE AND DORR
                                   60 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
  
                      (Name and address of agents for service)
  
                                   (617) 621-0200
  
           (Telephone number, including area code, of agents for service)
  
  ================================================================================
                           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,   150,000     $45.00(1)   $6,750,000(1)    $2,328
  $.01 par        shares
  value
  2
  
  - --------------------------------------------------------------------------------
  (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 30, 1996 in accordance with Rules 457(c)
       and 457(h) of the Securities Act of 1933.
  ================================================================================
  3
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the Registrant's 1996 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 Certain Documents by Reference
                -----------------------------------------------
  
       The following documents, which are filed with the Securities and Exchange
  Commission (the "Commission"), are incorporated in this Registration Statement
  by reference:
  
            (1) The Registrant's latest annual report filed pursuant to Sections
       13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
       "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
       under the Securities Act that contains audited financial statements for the
       registrant's latest fiscal year for which such statements have been filed.
  
            (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
       Exchange Act since the end of the fiscal year covered by the annual report
       or the prospectus referred to in (1) above.
  
            (3) The description of the common stock of the Registrant, $.01 par
       value per share (the "Common Stock"), contained in the Registrant's
       Registration Statement on Form 8-A filed under the Exchange Act, including
       any amendment or report filed for the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
       Item 4.  Description of Securities
                -------------------------
  
       Not applicable.
  
                                        II-1
  4
  
       Item 5.  Interests of Named Experts and Counsel
                -------------------------------------- 
  
            Not Applicable.
  
       Item 6.  Indemnification of Directors and Officers
                -----------------------------------------
  
       Section 145 of the General Corporation Law of Delaware provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
       Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement reasonably incurred in
  connection with any litigation or other legal proceeding (other than an action
  by or in the right of the Registrant) brought against him by virtue of his
  position as a director or officer of the Registrant if he acted in good faith
  and in a manner he reasonably believed to be in or not opposed to the best
  interests of the Registrant, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
  shall be indemnified by the Registrant against expenses (including attorneys'
  fees) and amounts paid in settlement reasonably incurred in connection with any
  action by or in the right of the Registrant by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in or not opposed to the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  such matter as to which such director or officer shall have been adjudged to be
  liable to the Registrant, unless and only to the extent that a court determines
  that, despite the 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 as the court deems proper. Notwithstanding the foregoing, to the extent
  that a director or officer has been successful, on the merits or otherwise, he
  shall be indemnified against all expenses (including attorneys' fees) reasonably
  incurred by him in connection therewith. Expenses incurred in defending a
  
                                        II-2
  5
  
  civil or criminal action, suit or proceeding shall be advanced by the Registrant
  to a director or officer, at his request, upon receipt of an undertaking by the
  director or officer to repay such amount if it is ultimately determined that he
  is not entitled to indemnification.
  
       Indemnification is required to be made unless the Registrant determines (in
  the manner provided in the Amended and Restated Certificate of Incorporation)
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition a court to make an independent determination as to whether
  such person is entitled to indemnification. As a condition precedent to the
  right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
       Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that the indemnification provided therein is not
  exclusive, and provides that in the event that the General Corporation Law of
  Delaware is amended to expand the indemnification permitted to directors or 
  officers, the Registrant must indemnify those persons to the fullest extent 
  permitted by such law as so amended.
  
       Article SEVENTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that, except to the extent that the General Corporation
  Law of Delaware prohibits the elimination or limitation of liability of
  directors for breaches of fiduciary duty, no director of the Registrant shall be
  personally liable to the Registrant or its stockholders for monetary damages for
  any breach of fiduciary duty as a director.
  
       Item 7.  Exemption from Registration Claimed
                ----------------------------------- 
                                                   
            Not applicable.
  
                                        II-3
  6
  
            Item 8.  Exhibits
                     -------- 
  
    Exhibit
    Number          Description
    ------          -----------
  
     4.1 (1)        Amended and Restated Certificate of
                    Incorporation of the Registrant
  
     4.2 (1)        Amended and Restated By-Laws of the Registrant
  
     4.3 (1)        Specimen certificate for shares of common stock.
  
     5.1            Opinion of Hale and Dorr
  
    23.1            Consent of Hale and Dorr (included in
                    Exhibit 5.1)
  
    23.2            Consent of KPMG Peat Marwick L.L.P.
  
    23.3            Consent of Ernst & Young L.L.P
  
    24.1            Power of Attorney
  
                           
            Item 9.  Undertakings
                     ------------
    
                 1.   The 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;
  
  - --------
  1  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 333-1586).
  
                                        II-4
  7
  
                      PROVIDED, HOWEVER, that paragraphs (i) and (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 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.
  
                 2. The Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of the
            Registrant's annual report pursuant to Section 13(a) or Section 15(d)
            of the Exchange Act (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 in the initial bona fide offering
            thereof.
  
                 3. Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and controlling
            persons of the Registrant pursuant to the foregoing provisions, or
            otherwise, the Registrant has been advised that in the opinion of the
            Commission such indemnification is against public policy as expressed
            in the Securities Act and is, therefore, unenforceable. In the event
            that a claim for indemnification against such liabilities (other than
            the payment by the Registrant of expenses incurred or paid by a
            director, officer or controlling person of the Registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, the Registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the question
            whether such indemnification by it is against public policy as
            expressed in the Securities Act and will be governed by the final
            adjudication of such issue.
  
                                        II-5
  8
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Cambridge, Commonwealth of Massachusetts, on June 4,
  1996.
  
                                           SAPIENT CORPORATION
  
                                           By: /s/ Jerry A. Greenberg
                                               ----------------------
                                               Jerry A. Greenberg
                                               Co-Chief
                                               Executive Officer
  
                                           By: /s/ J. Stuart Moore
                                               ----------------------
                                               J. Stuart Moore
                                               Co-Chief
                                               Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Sapient Corporation hereby
  severally constitute Susan D. Johnson, Deborah England Gray, Paul P. Brountas
  and Jonathan Wolfman, 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 Sapient 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.
  
                                        II-6
  9
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the date indicated.
  
  Signature                   Title                          Date
  - ---------                   -----                          ----
  
  /s/ Jerry A. Greenberg      Co-Chief                   ) June 4, 1996
  - --------------------------  Executive Officer and      )
  Jerry A. Greenberg          Director (principal        )
                              executive officer)         )
                                                         )
                                                         )
                                                         )
                                                         )
                                                         )
                                                         )
  /s/ J. Stuart Moore         Co-Chief                   ) June 4, 1996
  - --------------------------  Executive Officer and      )       
  J. Stuart Moore             Director (principal        )       
                              executive officer)         )       
                                                         )       
                                                         )       
                                                         )       
                                                         )       
                                                         )       
                                                         )       
  /s/ Susan D. Johnson        Chief Financial Officer    ) June 4, 1996
  - --------------------------  (principal financial       )       
  Susan D. Johnson            and accounting officer)    )       
                                                         )       
                                                         )       
                                                         )       
                                                         )       
  /s/ Carl S. Sloane          Director                   ) June 4, 1996
  - --------------------------                             )       
  Carl S. Sloane                                         )       
                                                         )       
                                                         )       
  /s/ Darius W. Gaskins, Jr.  Director                   ) June 4, 1996
  - --------------------------                             )       
  Darius W. Gaskins, Jr.                                 )       
                                                         )       
                                                         )       
  /s/ Bruce D. Parker         Director                   ) June 4, 1996
  - --------------------------                             )       
  Bruce D. Parker                                        )       
                                                         )       
                                                         )       
  /s/ R. Stephen Cheheyl      Director                   ) June 4, 1996
  - --------------------------                             )
  R. Stephen Cheheyl                                     )
  
                                        II-7
  10
  
                                    EXHIBIT INDEX
                                    -------------
  
     Exhibit
     Number           Description
     ------           -----------
  
     4.1 (1)          Amended and Restated Certificate of
                      Incorporation of the Registrant
  
     4.2 (1)          Amended and Restated By-Laws of the Registrant
  
     4.3 (1)          Specimen certificate for shares of common stock.
  
     5.1              Opinion of Hale and Dorr
  
    23.1              Consent of Hale and Dorr (included in
                      Exhibit 5.1)
  
    23.2              Consent of KPMG Peat Marwick L.L.P.
  
    23.3              Consent of Ernst & Young L.L.P
  
    24.1              Power of Attorney (included on the signature
                      page of this Registration Statement)
  
  - --------
  1  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 333-1586).
  
                                        II-8