content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                  on July 3, 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)
  
                                   1992 STOCK 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, ESQ.
                                    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)
  
  ===============================================================================
  <TABLE>
  
                           CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
                                       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
           ----------     ----------   ---------    ---------    ------------
           <S>            <C>          <C>         <C>            <C>
           Common Stock,  1,386,155    $ 3.77(1)   $5,225,804(1)  $1,803
           $.01 par       shares
           value
  
  
  </TABLE>
  
  
  <PAGE>   2
  
  
  
  
           ------------------------------------------------------------------
           (1)  Estimated solely for the purpose of calculating the registration
                fee, and based upon the aggregate price at which all options may
                be exercised 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 1992 Stock 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 Delaware General Corporation Law is amended to expand the
           indemnification permitted to directors or officers, the Registrant must
           indemnify those persons to the fullest extent permitted by such law as
           so amended.
  
                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 LLP
  
             23.3         Consent of Ernst & Young LLP
  
             24.1         Power of Attorney signed by Carl S. Sloane 
  
             24.2         Power of Attorney signed by Darius W. Gaskins, Jr.
  
             24.3         Power of Attorney signed by Bruce D. Parker
  
             24.4         Power of Attorney signed by R. Stephen Cheheyl
  
                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
  
           ----------------------
           (1)  Incorporated herein by reference from the Registrant's
                Registration Statement on Form S-1 (File No. 333-1586).
  
  
  
                                        II-4
  
  
  <PAGE>   7
  
  
  
  
  
  
  
                     disclosed in the Registration Statement or any material
                     change to such information in the Registration Statement;
  
                     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 July 3, 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
  
  
  
  
  
  
                                        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                 ) 
           -------------------------   Executive Officer and    )
           Jerry A. Greenberg          Director (principal      )
                                        executive officer)      )
                                                                )
                                                                )
                                                                )
                                                                )
           /s/ J. Stuart Moore         Co-Chief                 )
           -------------------------   Executive Officer and    )
           J. Stuart Moore             Director (principal      )
                                       executive officer)       )
                                                                )
                                                                )
                                                                )
                                                                )
           /s/ Susan D. Johnson        Chief Financial Officer  ) July 3, 1996
           -------------------------   (principal financial     )
           Susan D. Johnson            and accounting officer)  )
                                                                )
                                                                )
                                                                )
                     *                 Director                 )
           -------------------------                            )
           Carl S. Sloane                                       )
                                                                )
                                                                )
                     *                  Director                )
           --------------------------                           )
           Darius W. Gaskins, Jr.                               )
                                                                )
                                                                )
                     *                 Director                 )
           -------------------------                            )
           Bruce D. Parker                                      )
                                                                )
                                                                )
                     *                 Director                 )
           -------------------------                            )
           R. Stephen Cheheyl                                   )
  
  
  
          *By: /s/ Susan D. Johnson
              ----------------------
              Susan D. Johnson
              Attorney-in-fact
  
  
                                        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 LLP
  
        23.3       Consent of Ernst & Young LLP
  
        24.1       Power of Attorney signed by Carl S. Sloane 
  
        24.2       Power of Attorney signed by Darius W. Gaskins, Jr.
  
        24.3       Power of Attorney signed by Bruce D. Parker
  
        24.4       Power of Attorney signed by R. Stephen Cheheyl
  
  
  
           ----------------------
           (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": 22997}]
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": "333-07563", "film-number": "96591035"}, "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 July 3, 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)
  
                                   1992 STOCK 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, ESQ.
                                    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,  1,386,155    $ 3.77(1)   $5,225,804(1)  $1,803
           $.01 par       shares
           value
  2
  
           ------------------------------------------------------------------
           (1)  Estimated solely for the purpose of calculating the registration
                fee, and based upon the aggregate price at which all options may
                be exercised 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 1992 Stock 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 Delaware General Corporation Law is amended to expand the
           indemnification permitted to directors or officers, the Registrant must
           indemnify those persons to the fullest extent permitted by such law as
           so amended.
  
                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 LLP
  
             23.3         Consent of Ernst & Young LLP
  
             24.1         Power of Attorney signed by Carl S. Sloane 
  
             24.2         Power of Attorney signed by Darius W. Gaskins, Jr.
  
             24.3         Power of Attorney signed by Bruce D. Parker
  
             24.4         Power of Attorney signed by R. Stephen Cheheyl
  
                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
  
           ----------------------
           (1)  Incorporated herein by reference from the Registrant's
                Registration Statement on Form S-1 (File No. 333-1586).
  
                                        II-4
  7
  
                     disclosed in the Registration Statement or any material
                     change to such information in the Registration Statement;
  
                     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 July 3, 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
  
                                        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                 ) 
           -------------------------   Executive Officer and    )
           Jerry A. Greenberg          Director (principal      )
                                        executive officer)      )
                                                                )
                                                                )
                                                                )
                                                                )
           /s/ J. Stuart Moore         Co-Chief                 )
           -------------------------   Executive Officer and    )
           J. Stuart Moore             Director (principal      )
                                       executive officer)       )
                                                                )
                                                                )
                                                                )
                                                                )
           /s/ Susan D. Johnson        Chief Financial Officer  ) July 3, 1996
           -------------------------   (principal financial     )
           Susan D. Johnson            and accounting officer)  )
                                                                )
                                                                )
                                                                )
                     *                 Director                 )
           -------------------------                            )
           Carl S. Sloane                                       )
                                                                )
                                                                )
                     *                  Director                )
           --------------------------                           )
           Darius W. Gaskins, Jr.                               )
                                                                )
                                                                )
                     *                 Director                 )
           -------------------------                            )
           Bruce D. Parker                                      )
                                                                )
                                                                )
                     *                 Director                 )
           -------------------------                            )
           R. Stephen Cheheyl                                   )
  
          *By: /s/ Susan D. Johnson
              ----------------------
              Susan D. Johnson
              Attorney-in-fact
  
                                        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 LLP
  
        23.3       Consent of Ernst & Young LLP
  
        24.1       Power of Attorney signed by Carl S. Sloane 
  
        24.2       Power of Attorney signed by Darius W. Gaskins, Jr.
  
        24.3       Power of Attorney signed by Bruce D. Parker
  
        24.4       Power of Attorney signed by R. Stephen Cheheyl
  
           ----------------------
           (1)  Incorporated herein by reference from the Registrant's
                Registration Statement on Form S-1 (File No. 333-1586).
  
                                        II-8