content: <PAGE>   1
                                               Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              Transition Systems, Inc.
  - --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
       Massachusetts                                       04-2887598
  - --------------------------------------------------------------------------------
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
    One Boston Place, Boston, Massachusetts                     02108
  - --------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
                              TRANSITION SYSTEMS, INC.
       AMENDED AND RESTATED 1995 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
                              (Full title of the plan)
  
                                   Robert F. Raco
                         President & Chief Executive Officer
                              Transition Systems, Inc.
                                  One Boston Place
                             Boston, Massachusetts 02108
                                   (617) 723-4222
  - --------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                               Donald R. Ware, Esquire
                            Robert W. Sweet, Jr., Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
  - --------------------------------------------------------------------------------
  
  <TABLE>
                           CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
  ================================================================================
                                                    Proposed
  Title of                        Proposed          Maximum
  Securities         Amount       Maximum           Aggregate        Amount of
  to be              to be        Offering Price    Offering         Registration
  Registered         Registered   Per Share         Price            Fee
  - --------------------------------------------------------------------------------
                  
  <S>                 <C>          <C>              <C>              <C>      
  Common Stock        1,354,071    $25.88(1)        $35,043,357(1)   $12,083.92(1)
  (par value $0.01      shares
  - --------------------------------------------------------------------------------
                  
  Common Stock        4,063,854    $ 2.67(2)        $10,850,490(2)   $ 3,741.55(2)
  (par value $0.01      shares
  - --------------------------------------------------------------------------------
                  
  Totals              5,417,925                     $45,893,847      $15,825.47
                  
  - --------------------------------------------------------------------------------
  <FN>
  
           (1) Estimated pursuant to Rules 457 (c) and (h) based on the average of
  the high and low prices of the Common Stock as reported on the National
  Association of Securities Dealers Automated Quotation National Market System on
  August 14, 1996.
  
           (2) For shares issuable pursuant to stock options outstanding at August
  14, 1996, calculated pursuant to Rule 457(h) based on the exercise price of such
  options.
  </TABLE>
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated in this Registration Statement by
  reference:
  
           (a) the Prospectus dated April 18, 1996 of Transition Systems, Inc.
  (the "Company" or the "Registrant") included in the Company's Registration
  Statement on Form S-1, File No. 333-01758, as declared effective by the
  Commission on April 17, 1996;
  
           (b) the description of the Company's Common Stock contained in the
  Registration Statement on Form 8-A filed with the Commission on April 10, 1996
  under Section 12 of the Securities Exchange Act of 1934, including any amendment
  or report filed for the purpose of updating such description;
  
           (c) the Company's Quarterly Report on Form 10-Q for the Quarterly
  Period ended March 30, 1996, as filed with the Commission on May 31, 1996; and
  
           (d) the Company's Quarterly Report on Form 10-Q for the Quarterly
  Period ended June 30, 1996, as filed with the Commission on August 9, 1996.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the securities registered hereby is being passed upon
  for the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
  
  <PAGE>   3
  
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article 6 of the Company's Amended and Restated Articles of
  Organization provides that a director shall not have personal liability to the
  Company or its stockholders for monetary damages arising out of the director's
  breach of fiduciary duty as a director of the Company, to the maximum extent
  permitted by Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the
  Massachusetts Business Corporation Law provides that the articles of
  organization of a corporation may state a provision eliminating or limiting the
  personal liability of a director to a corporation or its stockholders for
  monetary damages for breach of fiduciary duty as a director, provided, however,
  that such provision shall not eliminate or limit the liability of a director 
  (i) for any breach of the director's duty of loyalty to the corporation or its
  stockholders, (ii) for acts of omissions not in good faith or which involve
  intentional misconduct or knowing violation of law, (iii) under sections 61 or
  62 of the Massachusetts Business Corporation Law dealing with liability for
  unauthorized distributions and loans to insiders, respectively, or (iv) for any
  transaction from which the director derived an improper personal benefit.
  
           The Company's Amended and Restated By-Laws further provide that the
  Company shall, to the fullest extent authorized by the Massachusetts Business
  Corporation Law, indemnify each person who is, or shall have been, a director or
  officer of the Company or who is or was a director or employee of the Company
  and is serving, or shall have served, at the request of the Company, as director
  or officer of another organization or in any capacity with respect to any
  employee benefit plan of the Company, against all liabilities and expenses
  (including judgments, fines, penalties, amounts paid or to be paid in
  settlement, and reasonable attorneys' fees) imposed upon or incurred by any such
  person in connection with, or arising out of, the defense or disposition of any
  action, suit or other proceeding whether civil or criminal, in which they may be
  involved by reason of being or having been such a director or officer or as a
  result of service with respect to any such employee benefit plan.
  
           Section 67 of Chapter 156B of the Massachusetts General Laws authorizes
  a corporation to indemnify its directors, officers, employees and other agents
  unless such person shall have been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that such action was in the best
  interests of the corporation or, to the extent such matter related to service
  with respect to an employee benefit plan, in the best
  
                                        II-2
  
  
  <PAGE>   4
  
  
  
  interests of the participants or beneficiaries of such employee benefit plan.
  
           The effect of these provisions would be to permit indemnification by
  the Company for, among other liabilities, liabilities arising out of the
  Securities Act of 1933, as amended.
  
           Section 67 of the Massachusetts Business Corporation Law also affords a
  Massachusetts corporation the power to obtain insurance on behalf of its
  directors and officers against liabilities incurred by them in those capacities.
  The Company has procured a directors' and officers' liability and company
  reimbursement liability insurance policy that (i) insures directors and officers
  of the Company against losses (above a deductible amount) arising from certain
  claims made against them by reason of certain acts done or attempted by such
  directors or officers and (ii) insures the Company against losses (above a
  deductible amount) arising from any such claims, but only if the Company is
  required or permitted to indemnify such directors or officers for such losses
  under statutory or common law or under provisions of the Company's Amended and
  Restated Articles of Organization or Amended and Restated By-Laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
   4.1     Specimen certificate for the Common Stock (included as Exhibit 4.1 to
           the Company's Registration Statement on Form S-1, Registration Number
           333-01758, and incorporated herein by reference)
  
   4.2     Transition Systems, Inc. Amended and Restated 1995 Incentive and Non-
           Statutory Stock Option Plan
  
   5.1     Opinion of Counsel
  
  23.1     Consent of Independent Accountants
  
  23.2     Consent of Counsel (included in Exhibit 5.1)
  
  24.1     Power of Attorney (contained on the signature page)
  
                                        II-3
  
  
  <PAGE>   5
  
  
  
  ITEM 9.  UNDERTAKINGS.
  
           1.   The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           2.   The undersigned Registrant hereby undertakes:
  
                (a)  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 of 1933;
  
                     (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;
  
                     (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement;
  
  PROVIDED, HOWEVER, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference herein.
  
                (b)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered herein, and the
  offering of
  
                                        II-4
  
  
  <PAGE>   6
  
  
  
  such securities at that time shall be deemed to be the initial bona fide
  offering thereof.
  
                (c)  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.
  
           3.   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                        II-5
  
  
  <PAGE>   7
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, Massachusetts, on this 16th day of August,
  1996.
  
                                TRANSITION SYSTEMS, INC.
  
  
                                By: /s/ Robert F. Raco
                                    ---------------------------------------
                                    Robert F. Raco
                                    President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Robert E. Kinney and Paula J. Malzone,
  and each of them, true and lawful attorneys-in-fact and agents with full power
  of substitution, for and in name, place and stead, in any and all capacities,
  to sign any and all amendments (including post-effective amendments) to this
  Registration Statement, and to file the same, with all exhibits thereto, and
  all documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing which
  they, or any of them, may deem necessary or advisable to be done in connection
  with this Registration Statement, as fully to all intents and purposes as he or
  she might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or any substitute or substitutes
  for any or all of them, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  Signature                       Title                           Date
  - ---------                       -----                           ----
  
  /s/ Robert F. Raco              Chairman of the Board,          August 16, 1996
  - ------------------------        President and Chief
  Robert F. Raco                  Executive Officer
                                  (Principal Executive
                                  Officer)
  
                                        II-6
  
  
  <PAGE>   8
  
  Signature                       Title                           Date
  - ---------                       -----                           ----
  
  /s/ Robert E. Kinney            Chief Financial Officer         August 16, 1996
  - ------------------------
  Robert E. Kinney
  
  /s/ Paula J. Malzone            Treasurer                       August 16, 1996
  - ------------------------
  Paula J. Malzone
  
  /s/ Patrick T. Hackett          Director                        August 14, 1996
  - ------------------------
  Patrick T. Hackett
  
  /s/ Robert S. Hillas            Director                        August 16, 1996
  - ------------------------
  Robert S. Hillas
  
  /s/ Allen F. Wise               Director                        August 14, 1996
  - ------------------------
  Allen F. Wise
  
  /s/ Peter Van Etten             Director                        August 14, 1996
  - ------------------------
  Peter Van Etten
  
                                        II-7
  
  
  <PAGE>   9
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
    No.      Description                                                Page
  - -------    -----------                                                ----
  
   4.1       Specimen certificate for the Common Stock
             (included as Exhibit 4.1 to the Company's
             Registration Statement on Form S-1, Registration
             Number 333-01758, and incorporated herein by
             reference)
           
   4.2       Transition Systems, Inc. Amended and Restated 1995
             Incentive and Non-Statutory Stock Option Plan
           
   5.1       Opinion of Counsel
           
  23.1       Consent of Independent Accountants
           
  23.2       Consent of Counsel (included in Exhibit 5.1)
           
  24.1       Power of Attorney (contained on the signature
             page)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "TRANSITION SYSTEMS, INC. FORM S-8", "secsgml_size_bytes": 18779}]
metadata_filer: {"company-data": {"conformed-name": "TRANSITION SYSTEMS INC", "cik": "0001009301", "assigned-sic": "8744", "irs-number": "042887598", "state-of-incorporation": "MA", "fiscal-year-end": "0928"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10411", "film-number": "96617543"}, "business-address": {"street1": "ONE BOSTON PLACE", "city": "BOSTON", "state": "MA", "zip": "02108", "phone": "6177234222"}}
text: 1
                                               Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              Transition Systems, Inc.
  - --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
       Massachusetts                                       04-2887598
  - --------------------------------------------------------------------------------
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
    One Boston Place, Boston, Massachusetts                     02108
  - --------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
                              TRANSITION SYSTEMS, INC.
       AMENDED AND RESTATED 1995 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
                              (Full title of the plan)
  
                                   Robert F. Raco
                         President & Chief Executive Officer
                              Transition Systems, Inc.
                                  One Boston Place
                             Boston, Massachusetts 02108
                                   (617) 723-4222
  - --------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                               Donald R. Ware, Esquire
                            Robert W. Sweet, Jr., Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
  - --------------------------------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
                                                    Proposed
  Title of                        Proposed          Maximum
  Securities         Amount       Maximum           Aggregate        Amount of
  to be              to be        Offering Price    Offering         Registration
  Registered         Registered   Per Share         Price            Fee
  - --------------------------------------------------------------------------------
  Common Stock        1,354,071    $25.88(1)        $35,043,357(1)   $12,083.92(1)
  (par value $0.01      shares
  - --------------------------------------------------------------------------------
                  
  Common Stock        4,063,854    $ 2.67(2)        $10,850,490(2)   $ 3,741.55(2)
  (par value $0.01      shares
  - --------------------------------------------------------------------------------
                  
  Totals              5,417,925                     $45,893,847      $15,825.47
                  
  - --------------------------------------------------------------------------------
  (1) Estimated pursuant to Rules 457 (c) and (h) based on the average of
  the high and low prices of the Common Stock as reported on the National
  Association of Securities Dealers Automated Quotation National Market System on
  August 14, 1996.
  
           (2) For shares issuable pursuant to stock options outstanding at August
  14, 1996, calculated pursuant to Rule 457(h) based on the exercise price of such
  options.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated in this Registration Statement by
  reference:
  
           (a) the Prospectus dated April 18, 1996 of Transition Systems, Inc.
  (the "Company" or the "Registrant") included in the Company's Registration
  Statement on Form S-1, File No. 333-01758, as declared effective by the
  Commission on April 17, 1996;
  
           (b) the description of the Company's Common Stock contained in the
  Registration Statement on Form 8-A filed with the Commission on April 10, 1996
  under Section 12 of the Securities Exchange Act of 1934, including any amendment
  or report filed for the purpose of updating such description;
  
           (c) the Company's Quarterly Report on Form 10-Q for the Quarterly
  Period ended March 30, 1996, as filed with the Commission on May 31, 1996; and
  
           (d) the Company's Quarterly Report on Form 10-Q for the Quarterly
  Period ended June 30, 1996, as filed with the Commission on August 9, 1996.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the securities registered hereby is being passed upon
  for the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  3
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article 6 of the Company's Amended and Restated Articles of
  Organization provides that a director shall not have personal liability to the
  Company or its stockholders for monetary damages arising out of the director's
  breach of fiduciary duty as a director of the Company, to the maximum extent
  permitted by Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the
  Massachusetts Business Corporation Law provides that the articles of
  organization of a corporation may state a provision eliminating or limiting the
  personal liability of a director to a corporation or its stockholders for
  monetary damages for breach of fiduciary duty as a director, provided, however,
  that such provision shall not eliminate or limit the liability of a director 
  (i) for any breach of the director's duty of loyalty to the corporation or its
  stockholders, (ii) for acts of omissions not in good faith or which involve
  intentional misconduct or knowing violation of law, (iii) under sections 61 or
  62 of the Massachusetts Business Corporation Law dealing with liability for
  unauthorized distributions and loans to insiders, respectively, or (iv) for any
  transaction from which the director derived an improper personal benefit.
  
           The Company's Amended and Restated By-Laws further provide that the
  Company shall, to the fullest extent authorized by the Massachusetts Business
  Corporation Law, indemnify each person who is, or shall have been, a director or
  officer of the Company or who is or was a director or employee of the Company
  and is serving, or shall have served, at the request of the Company, as director
  or officer of another organization or in any capacity with respect to any
  employee benefit plan of the Company, against all liabilities and expenses
  (including judgments, fines, penalties, amounts paid or to be paid in
  settlement, and reasonable attorneys' fees) imposed upon or incurred by any such
  person in connection with, or arising out of, the defense or disposition of any
  action, suit or other proceeding whether civil or criminal, in which they may be
  involved by reason of being or having been such a director or officer or as a
  result of service with respect to any such employee benefit plan.
  
           Section 67 of Chapter 156B of the Massachusetts General Laws authorizes
  a corporation to indemnify its directors, officers, employees and other agents
  unless such person shall have been adjudicated in any proceeding not to have
  acted in good faith in the reasonable belief that such action was in the best
  interests of the corporation or, to the extent such matter related to service
  with respect to an employee benefit plan, in the best
  
                                        II-2
  4
  
  interests of the participants or beneficiaries of such employee benefit plan.
  
           The effect of these provisions would be to permit indemnification by
  the Company for, among other liabilities, liabilities arising out of the
  Securities Act of 1933, as amended.
  
           Section 67 of the Massachusetts Business Corporation Law also affords a
  Massachusetts corporation the power to obtain insurance on behalf of its
  directors and officers against liabilities incurred by them in those capacities.
  The Company has procured a directors' and officers' liability and company
  reimbursement liability insurance policy that (i) insures directors and officers
  of the Company against losses (above a deductible amount) arising from certain
  claims made against them by reason of certain acts done or attempted by such
  directors or officers and (ii) insures the Company against losses (above a
  deductible amount) arising from any such claims, but only if the Company is
  required or permitted to indemnify such directors or officers for such losses
  under statutory or common law or under provisions of the Company's Amended and
  Restated Articles of Organization or Amended and Restated By-Laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
   4.1     Specimen certificate for the Common Stock (included as Exhibit 4.1 to
           the Company's Registration Statement on Form S-1, Registration Number
           333-01758, and incorporated herein by reference)
  
   4.2     Transition Systems, Inc. Amended and Restated 1995 Incentive and Non-
           Statutory Stock Option Plan
  
   5.1     Opinion of Counsel
  
  23.1     Consent of Independent Accountants
  
  23.2     Consent of Counsel (included in Exhibit 5.1)
  
  24.1     Power of Attorney (contained on the signature page)
  
                                        II-3
  5
  
  ITEM 9.  UNDERTAKINGS.
  
           1.   The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           2.   The undersigned Registrant hereby undertakes:
  
                (a)  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 of 1933;
  
                     (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;
  
                     (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement;
  
  PROVIDED, HOWEVER, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference herein.
  
                (b)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered herein, and the
  offering of
  
                                        II-4
  6
  
  such securities at that time shall be deemed to be the initial bona fide
  offering thereof.
  
                (c)  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.
  
           3.   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                        II-5
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, Massachusetts, on this 16th day of August,
  1996.
  
                                TRANSITION SYSTEMS, INC.
  
                                By: /s/ Robert F. Raco
                                    ---------------------------------------
                                    Robert F. Raco
                                    President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Robert E. Kinney and Paula J. Malzone,
  and each of them, true and lawful attorneys-in-fact and agents with full power
  of substitution, for and in name, place and stead, in any and all capacities,
  to sign any and all amendments (including post-effective amendments) to this
  Registration Statement, and to file the same, with all exhibits thereto, and
  all documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing which
  they, or any of them, may deem necessary or advisable to be done in connection
  with this Registration Statement, as fully to all intents and purposes as he or
  she might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or any substitute or substitutes
  for any or all of them, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  Signature                       Title                           Date
  - ---------                       -----                           ----
  
  /s/ Robert F. Raco              Chairman of the Board,          August 16, 1996
  - ------------------------        President and Chief
  Robert F. Raco                  Executive Officer
                                  (Principal Executive
                                  Officer)
  
                                        II-6
  8
  
  Signature                       Title                           Date
  - ---------                       -----                           ----
  
  /s/ Robert E. Kinney            Chief Financial Officer         August 16, 1996
  - ------------------------
  Robert E. Kinney
  
  /s/ Paula J. Malzone            Treasurer                       August 16, 1996
  - ------------------------
  Paula J. Malzone
  
  /s/ Patrick T. Hackett          Director                        August 14, 1996
  - ------------------------
  Patrick T. Hackett
  
  /s/ Robert S. Hillas            Director                        August 16, 1996
  - ------------------------
  Robert S. Hillas
  
  /s/ Allen F. Wise               Director                        August 14, 1996
  - ------------------------
  Allen F. Wise
  
  /s/ Peter Van Etten             Director                        August 14, 1996
  - ------------------------
  Peter Van Etten
  
                                        II-7
  9
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
    No.      Description                                                Page
  - -------    -----------                                                ----
  
   4.1       Specimen certificate for the Common Stock
             (included as Exhibit 4.1 to the Company's
             Registration Statement on Form S-1, Registration
             Number 333-01758, and incorporated herein by
             reference)
           
   4.2       Transition Systems, Inc. Amended and Restated 1995
             Incentive and Non-Statutory Stock Option Plan
           
   5.1       Opinion of Counsel
           
  23.1       Consent of Independent Accountants
           
  23.2       Consent of Counsel (included in Exhibit 5.1)
           
  24.1       Power of Attorney (contained on the signature
             page)