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
  
                                 Object Design, Inc.
  -------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
       Delaware                                               02-0424252
  -------------------------------------------------------------------------------
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                        Identification No.)
  
    25 Mall Road, Burlington, Massachusetts                       01803
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
  
                  1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                  1989 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                         1995 NONQUALIFIED STOCK OPTION PLAN
                          1996 EMPLOYEE STOCK PURCHASE PLAN
  
                              (Full title of the plans)
  
                                  Robert N. Goldman
                                      President
                                 Object Design, Inc.
                                    25 Mall Road
                           Burlington, Massachusetts 01803
                                   (617) 674-5000
  -------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                           John D. Patterson, Jr., 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         243,550     $10.01(1)        $ 2,437,936(1)      $  739(1)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  
  Common Stock       2,456,450     $12.25(2)        $30,091,513(2)      $9,119(2)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  
  Common Stock       2,309,682     $ 1.25(3)        $ 2,887,103(3)      $  875(3)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  
  Common Stock         885,625     $ 0.26(4)        $   230,263(4)      $   70(4)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  </TABLE>
  
  
  <PAGE>   2
  
  <TABLE>
  <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         300,000     $10.41(5)         $ 3,123,000(5)      $   946(5)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  
  Totals             6,195,307      ----             $38,769,815         $11,749
  ---------------------------------------------------------------------------------
  <FN>
  
        (1) For shares issuable pursuant to stock options outstanding under the
  1996 Incentive and Nonqualified Stock Option Plan at October 21, 1996,
  calculated pursuant to Rule 457(h) based on the exercise price of such options.
  
        (2) For shares issuable pursuant to stock options available for grant
  under the 1996 Incentive and Nonqualified Stock Option Plan at October 21, 1996,
  estimated pursuant to Rule 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 October 21,
  1996.
  
        (3) For shares issuable pursuant to stock options outstanding under the
  1989 Incentive and Nonqualified Stock Option Plan at October 21, 1996,
  calculated pursuant to Rule 457(h) based on the exercise price of such options.
  
        (4) For shares issuable pursuant to stock options outstanding under the
  1995 Nonqualified Stock Option Plan at October 21, 1996, calculated pursuant to
  Rule 457(h) based on the exercise price of such options.
  
        (5) For shares issuable pursuant to stock options available for grant
  under the 1996 Employee Stock Purchase Plan at October 21, 1996, estimated
  pursuant to Rule 457 (c) and (h) based on 85% of 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 October 21, 1996.
  </TABLE>
  
  
  
  
  <PAGE>   3
  
  
                                       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 July 23, 1996 of Object Design, Inc. (the 
  "Company" or the "Registrant") included in the Company's Registration Statement
  on Form S-1, File No. 333-05241, as declared effective by the Commission; and
  
        (b)  the description of the Company's Common Stock contained in the
  Registration Statement on Form 8-A filed with the Commission on July 18, 1996
  under Section 12 of the Securities Exchange Act of 1934, including any amendment
  or report filed for the purpose of updating such description; and
  
        (c)  the Company's Quarterly Report on Form 10-Q for the Quarterly Period
  ended June 30, 1996, as filed with the Commission on September 5, 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. John D.
  Patterson, Jr., Secretary of the Company, is a partner at Foley, Hoag & Eliot 
  LLP.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        The Amended and Restated Certificate of Incorporation of the Company
  contains certain provisions permitted under the General Corporation Law of
  Delaware relating to the liability of directors. The provisions eliminate a
  director's liability for monetary damages for a breach of fiduciary duty, except
  in
  
  
  
  <PAGE>   4
  
  
  certain circumstances involving wrongful acts, such as the breach of a
  director's duty of loyalty or acts or omissions which involve intentional
  misconduct or a knowing violation of law. Further, the Amended and Restated
  Certificate of Incorporation and the Amended and Restated By-laws of the Company
  contain provisions to indemnify the Company's directors and officers to the
  fullest extent permitted by the General Corporation Law of Delaware.
  
  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
        333-05241, and incorporated herein by reference)
  
   5.1  Opinion of Counsel
  
  10.1  1996 Incentive and Nonqualified Stock Option Plan (included as Exhibit
        10.3 to the Company's Registration Statement on Form S-1, Registration
        Number 333-05241, and incorporated herein by reference)
  
  10.2  1989 Incentive and Nonqualified Stock Option Plan (included as Exhibit
        10.1 to the Company's Registration Statement on Form S-1, Registration
        Number 333-05241, and incorporated herein by reference)
  
  10.3  1995 Nonqualified Stock Option Plan (included as Exhibit 10.2 to the
        Company's Registration Statement on Form S-1, Registration Number
        333-05241, and incorporated herein by reference)
  
  10.4  1996 Employee Stock Purchase Plan, as amended on October 18, 1996
  
  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-2
  
  
  <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-3
  
  
  <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-4
  
  
  <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 Town of Burlington, Massachusetts, on this 24th day of
  October, 1996.
  
  
                                     OBJECT DESIGN, INC.
  
  
                                     By: /s/ Robert N. Goldman 
                                         --------------------------------------
                                         Robert N. Goldman
                                         President and Chief Excecutive Officer
    
  
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Robert N. Goldman, Justin J. Perreault
  and Lacey P. Brandt, and each of them, his true and lawful attorneys-in-fact and
  agents with full power of substitution, for him and in his 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 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 N. Goldman         President and Chief           October 24, 1996
  -----------------------       Executive Officer
  Robert N. Goldman             (Principal Executive
                                Officer) and Director
                                
  
  
  
                                        II-5
  
  
  <PAGE>   8
  
  
  
  Signature                     Title                               Date
  ---------                     -----                               ----
  
  
  /s/ Lacey P. Brandt           Chief Financial Officer       October 24, 1996
  -----------------------       and Treasurer (Principal
  Lacey P. Brandt               Financial Officer and
                                Principal Accounting
                                Officer)
                               
  
  /s/ Gerald B. Bay             Director                      October 24, 1996
  -----------------------
  Gerald B. Bay
  
  
  /s/ Arthur J. Marks           Director                      October 24, 1996
  -----------------------       
  Arthur J. Marks
  
  
  /s/ Tim R. Palmer             Director                      October 24, 1996
  -----------------------       
  Tim R. Palmer
  
  
  /s/ Scott Sperling            Director                      October 24, 1996
  -----------------------       
  Scott Sperling
  
  
  /s/ Steven C. Walske          Director                      October 24, 1996
  -----------------------       
  Steven C. Walske
  
  
  
                                        II-6
  
  
  <PAGE>   9
  
                                    EXHIBIT INDEX
                                    -------------
   
  Exhibit
    No.       Description                                                    Page
  -------     -----------                                                    ----
  
   5.1        Opinion of Counsel
  
  10.4        1996 Employee Stock Purchase Plan, as amended
  
  23.1        Consent of Independent Accountants
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "OBJECT DESIGN, INC.", "secsgml_size_bytes": 18028}]
metadata_filer: {"company-data": {"conformed-name": "OBJECT DESIGN INC", "cik": "0001014955", "assigned-sic": "7372", "irs-number": "020424252", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14741", "film-number": "96647337"}, "business-address": {"street1": "25 MALL RD", "city": "BURLINGTON", "state": "MA", "zip": "01803-4194", "phone": "6176745000"}, "mail-address": {"street1": "25 MALL RD", "city": "BURLINGTON", "state": "MA", "zip": "01803-4194"}}
text: 1
  
                                                           Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 Object Design, Inc.
  -------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
       Delaware                                               02-0424252
  -------------------------------------------------------------------------------
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                        Identification No.)
  
    25 Mall Road, Burlington, Massachusetts                       01803
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
                  1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                  1989 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                         1995 NONQUALIFIED STOCK OPTION PLAN
                          1996 EMPLOYEE STOCK PURCHASE PLAN
  
                              (Full title of the plans)
  
                                  Robert N. Goldman
                                      President
                                 Object Design, Inc.
                                    25 Mall Road
                           Burlington, Massachusetts 01803
                                   (617) 674-5000
  -------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                           John D. Patterson, Jr., 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         243,550     $10.01(1)        $ 2,437,936(1)      $  739(1)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  
  Common Stock       2,456,450     $12.25(2)        $30,091,513(2)      $9,119(2)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  
  Common Stock       2,309,682     $ 1.25(3)        $ 2,887,103(3)      $  875(3)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  
  Common Stock         885,625     $ 0.26(4)        $   230,263(4)      $   70(4)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  2
  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         300,000     $10.41(5)         $ 3,123,000(5)      $   946(5)
  (par value $0.001)   shares
  ---------------------------------------------------------------------------------
  
  Totals             6,195,307      ----             $38,769,815         $11,749
  ---------------------------------------------------------------------------------
  (1) For shares issuable pursuant to stock options outstanding under the
  1996 Incentive and Nonqualified Stock Option Plan at October 21, 1996,
  calculated pursuant to Rule 457(h) based on the exercise price of such options.
  
        (2) For shares issuable pursuant to stock options available for grant
  under the 1996 Incentive and Nonqualified Stock Option Plan at October 21, 1996,
  estimated pursuant to Rule 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 October 21,
  1996.
  
        (3) For shares issuable pursuant to stock options outstanding under the
  1989 Incentive and Nonqualified Stock Option Plan at October 21, 1996,
  calculated pursuant to Rule 457(h) based on the exercise price of such options.
  
        (4) For shares issuable pursuant to stock options outstanding under the
  1995 Nonqualified Stock Option Plan at October 21, 1996, calculated pursuant to
  Rule 457(h) based on the exercise price of such options.
  
        (5) For shares issuable pursuant to stock options available for grant
  under the 1996 Employee Stock Purchase Plan at October 21, 1996, estimated
  pursuant to Rule 457 (c) and (h) based on 85% of 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 October 21, 1996.
  3
  
                                       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 July 23, 1996 of Object Design, Inc. (the 
  "Company" or the "Registrant") included in the Company's Registration Statement
  on Form S-1, File No. 333-05241, as declared effective by the Commission; and
  
        (b)  the description of the Company's Common Stock contained in the
  Registration Statement on Form 8-A filed with the Commission on July 18, 1996
  under Section 12 of the Securities Exchange Act of 1934, including any amendment
  or report filed for the purpose of updating such description; and
  
        (c)  the Company's Quarterly Report on Form 10-Q for the Quarterly Period
  ended June 30, 1996, as filed with the Commission on September 5, 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. John D.
  Patterson, Jr., Secretary of the Company, is a partner at Foley, Hoag & Eliot 
  LLP.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        The Amended and Restated Certificate of Incorporation of the Company
  contains certain provisions permitted under the General Corporation Law of
  Delaware relating to the liability of directors. The provisions eliminate a
  director's liability for monetary damages for a breach of fiduciary duty, except
  in
  4
  
  certain circumstances involving wrongful acts, such as the breach of a
  director's duty of loyalty or acts or omissions which involve intentional
  misconduct or a knowing violation of law. Further, the Amended and Restated
  Certificate of Incorporation and the Amended and Restated By-laws of the Company
  contain provisions to indemnify the Company's directors and officers to the
  fullest extent permitted by the General Corporation Law of Delaware.
  
  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
        333-05241, and incorporated herein by reference)
  
   5.1  Opinion of Counsel
  
  10.1  1996 Incentive and Nonqualified Stock Option Plan (included as Exhibit
        10.3 to the Company's Registration Statement on Form S-1, Registration
        Number 333-05241, and incorporated herein by reference)
  
  10.2  1989 Incentive and Nonqualified Stock Option Plan (included as Exhibit
        10.1 to the Company's Registration Statement on Form S-1, Registration
        Number 333-05241, and incorporated herein by reference)
  
  10.3  1995 Nonqualified Stock Option Plan (included as Exhibit 10.2 to the
        Company's Registration Statement on Form S-1, Registration Number
        333-05241, and incorporated herein by reference)
  
  10.4  1996 Employee Stock Purchase Plan, as amended on October 18, 1996
  
  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-2
  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-3
  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-4
  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 Town of Burlington, Massachusetts, on this 24th day of
  October, 1996.
  
                                     OBJECT DESIGN, INC.
  
                                     By: /s/ Robert N. Goldman 
                                         --------------------------------------
                                         Robert N. Goldman
                                         President and Chief Excecutive Officer
    
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Robert N. Goldman, Justin J. Perreault
  and Lacey P. Brandt, and each of them, his true and lawful attorneys-in-fact and
  agents with full power of substitution, for him and in his 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 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 N. Goldman         President and Chief           October 24, 1996
  -----------------------       Executive Officer
  Robert N. Goldman             (Principal Executive
                                Officer) and Director
                                
  
                                        II-5
  8
  
  Signature                     Title                               Date
  ---------                     -----                               ----
  
  /s/ Lacey P. Brandt           Chief Financial Officer       October 24, 1996
  -----------------------       and Treasurer (Principal
  Lacey P. Brandt               Financial Officer and
                                Principal Accounting
                                Officer)
                               
  
  /s/ Gerald B. Bay             Director                      October 24, 1996
  -----------------------
  Gerald B. Bay
  
  /s/ Arthur J. Marks           Director                      October 24, 1996
  -----------------------       
  Arthur J. Marks
  
  /s/ Tim R. Palmer             Director                      October 24, 1996
  -----------------------       
  Tim R. Palmer
  
  /s/ Scott Sperling            Director                      October 24, 1996
  -----------------------       
  Scott Sperling
  
  /s/ Steven C. Walske          Director                      October 24, 1996
  -----------------------       
  Steven C. Walske
  
                                        II-6
  9
  
                                    EXHIBIT INDEX
                                    -------------
   
  Exhibit
    No.       Description                                                    Page
  -------     -----------                                                    ----
  
   5.1        Opinion of Counsel
  
  10.4        1996 Employee Stock Purchase Plan, as amended
  
  23.1        Consent of Independent Accountants