<PAGE>   1

   As filed with the Securities and Exchange Commission on February 24, 1999.
                                                 Registration No. 333___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  PROVANT, INC.
               (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                                                            <C>       
                         DELAWARE                                                           04-3395167
(State or other jurisdiction of incorporation or organization)                 (I.R.S. employer identification no.)
</TABLE>

               67 BATTERYMARCH STREET, SUITE 600, BOSTON, MA 02110
                    (Address of principal executive offices)

                                -----------------


                  1998 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                              (Full title of plan)

                                -----------------

           PAUL M. VERROCHI                     Copies of communications to:
            PROVANT, INC.                           JAMES E. DAWSON, ESQ.
  67 BATTERYMARCH STREET, SUITE 600             NUTTER, MCCLENNEN & FISH, LLP
           BOSTON, MA 02110                        ONE INTERNATIONAL PLACE
            (617) 261-1600                    BOSTON, MASSACHUSETTS 02110-2699
     (Name, address and telephone                      (617) 439-2000
     number of agent for service)

                                -----------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
                                                                         Proposed
Title of each class of securities to be   Amount being registered    maximum offering       Proposed maximum           Amount of
              registered                             (1)              price per share   aggregate offering price   registration fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                       <C>                   <C>                     <C>       
Common Stock,                                  100,000 Shares            $16.56(2)             $1,656,000(2)           $460.37(2)
$.01 par value per share

===================================================================================================================================
</TABLE>

(1)      This Registration Statement covers 100,000 shares of Common Stock
         underlying awards that may be granted pursuant to the 1998 Stock Option
         Plan for Outside Directors. In addition, pursuant to Rule 416(b) under
         the Securities Act of 1933, as amended (the "Securities Act"), this
         Registration Statement also covers an indeterminate number of
         additional shares of Common Stock which may be issued under said Plan
         as a result of stock dividends, stock splits or other
         recapitalizations.

(2)      Calculated based on the weighted average of (i) 22,500 shares of Common
         Stock issuable at a price of $13.75 per share and (ii) 77,500 shares of
         Common Stocks assumed to be issuable at a price of $17.375, which is
         the average of the high and low prices per share of the Common Stock as
         reported on the Nasdaq National Market on February 17, 1999.

================================================================================


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         PROVANT, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission"):

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998;

         (b) The Company's Quarterly Report on Form 10-Q for the three months
ended September 30, 1998;

         (c) The Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on November 30, 1998;

         (d) The Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on December 8, 1998;

         (e) The Company's Quarterly Report on Form 10-Q for the three months
ended December 31, 1998; and

         (f) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 000-23989) and the
Company's Registration Statement on Form S-1 (File No. 333-70119).

         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, as amended
(the "Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder 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 a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


                                       -2-

<PAGE>   3



ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an 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 which the Court of Chancery or such
other court shall deem proper. The Company's Certificate of Incorporation
further provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by the law of the State of Delaware.

         The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.

         The Certificate of Incorporation and the Company's By-laws also provide
that each person who was or is made party to, or is involved in, any action,
suit, proceeding or claim by reason of the fact that he or she is or was a
director or officer of the Company (or is or was serving at the request of the
Company as a director or officer of any other enterprise, including service with
respect to

                                       -3-

<PAGE>   4



employee benefit plans) shall be indemnified and held harmless by the Company,
to the fullest extent permitted by Delaware law, as in effect from time to time,
against all expenses (including attorneys' fees and expenses), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the investigation, preparation to defend or defense of such
action, suit, proceeding or claim. The Company's By-laws allow for similar
rights of indemnification to be afforded, in the Company's discretion, to its
employees and agents.

         The rights to indemnification and the payment of expenses provided by
the Certificate of Incorporation and By-laws do not apply to any action, suit,
proceeding or claim initiated by or on behalf of a person otherwise entitled to
the benefit of such provisions. Any person seeking indemnification under the
By-laws shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established. Any repeal or
modification of such indemnification provisions shall not adversely affect any
right or protection of a director or officer with respect to any conduct of such
director or officer occurring prior to such repeal or modification.

         The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See the exhibit index immediately preceding the exhibits attached
hereto.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned 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 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.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (4) 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 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 the initial bona fide offering
thereof.


                                       -4-

<PAGE>   5



         (b) 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 provisions of the Delaware General Corporation
Law and the registrant's Certificate of Incorporation and By-laws, 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 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 a
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.


                                       -5-

<PAGE>   6



                                   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 Boston, Massachusetts, on the 24th day of February 1999.

                                    PROVANT, INC.


                                    By: /s/ Paul M. Verrochi
                                        --------------------------------------
                                        Paul M. Verrochi
                                        Chairman of the Board and Chief 
                                         Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Paul M. Verrochi, Rajiv Bhatt,
Constantine Alexander and James E. Dawson, and each of them, with full power to
act without the other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities (until revoked in writing),
to sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 of the registrant, and to file the same, with
all exhibits thereto and other 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 requisite and necessary fully to all intents and purposes as
he or she might or could do in person, thereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
              SIGNATURES                                TITLE                             DATE
              ----------                                -----                             ----


<S>                                          <C>                                    <C> 
/s/ Paul M. Verrochi                         CHAIRMAN OF THE BOARD AND              FEBRUARY 24, 1999
-------------------------------------         CHIEF EXECUTIVE OFFICER
PAUL M. VERROCHI                     


/s/ Dominic J. Puopolo                       CHIEF FINANCIAL OFFICER AND            FEBRUARY 24, 1999
-------------------------------------                 DIRECTOR
DOMINIC J. PUOPOLO


/s/ John H. Zenger                             PRESIDENT AND DIRECTOR               FEBRUARY 24, 1999
-------------------------------------                                                                 
JOHN H. ZENGER
</TABLE>



                                      -6-
<PAGE>   7


<TABLE>
<CAPTION>
              SIGNATURES                                TITLE                             DATE
              ----------                                -----                             ----


<S>                                          <C>                                    <C> 
/s/ Rajiv Bhatt                              CHIEF ACCOUNTING OFFICER               FEBRUARY 24, 1999
-------------------------------------                                                                 
RAJIV BHATT


/s/ Herbert A. Cohen                                  DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
HERBERT A. COHEN


/s/ Bert Decker                                       DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
BERT DECKER


/s/ Paul C. Green                                     DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
PAUL C. GREEN


/s/ Joe Hanson                                        DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
JOE HANSON


                                                      DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
JOHN F. KING


/s/ A. Carl von Sternberg                             DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
A. CARL VON STERNBERG


/s/ Marc S. Wallace                                   DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
MARC S. WALLACE


/s/ Michael J. Davies                                 DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
MICHAEL J. DAVIES


/s/ David B. Hammond                                  DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
DAVID B. HAMMOND
</TABLE>



                                      -7-


<PAGE>   8

<TABLE>
<CAPTION>
              SIGNATURES                                TITLE                             DATE
              ----------                                -----                             ----

<S>                                                   <C>                            <C> 
/s/ John R. Murphy                                    DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
JOHN R. MURPHY


/s/ Esther T. Smith                                   DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
ESTHER T. SMITH
</TABLE>





                                       -8-

<PAGE>   9



                                  EXHIBIT INDEX


Exhibit No.   Title                                                        Page
-----------   -----                                                        ----

    4.1       1998 Stock Option Plan for Outside Directors                  10

    5         Opinion of Nutter, McClennen & Fish, LLP                      14

   23.1       Consent of Nutter, McClennen & Fish, LLP                       *
              (contained in Exhibit 5)

   23.2       Consent of KPMG Peat Marwick LLP                              16

   23.3       Consent of Friedman & Fuller, P.C.                            17

   23.4       Consent of McGlandrey & Pullen, LLP                           18

   23.5       Consent of Plante & Moran, LLP                                19

   24         Power of Attorney (contained in the signature                  *
              page to this Registration Statement)




                                       -9-
[{"type": "S-8", "sequence": "1", "description": "PROVANT, INC.", "secsgml_size_bytes": 22135}]
{"company-data": {"conformed-name": "PROVANT INC", "cik": "0001054853", "assigned-sic": "8742", "irs-number": "043395167", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72857", "film-number": "99548800"}, "business-address": {"street1": "67 BATTERYMARCH ST SUITE 600", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6172611600"}, "mail-address": {"street1": "67 BATTERMARCH STREET SUITE 600", "city": "BOSTON", "state": "MA", "zip": "02110"}}
1

   As filed with the Securities and Exchange Commission on February 24, 1999.
                                                 Registration No. 333___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  PROVANT, INC.
               (Exact name of issuer as specified in its charter)
DELAWARE                                                           04-3395167
(State or other jurisdiction of incorporation or organization)                 (I.R.S. employer identification no.)
67 BATTERYMARCH STREET, SUITE 600, BOSTON, MA 02110
                    (Address of principal executive offices)

                                -----------------

                  1998 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                              (Full title of plan)

                                -----------------

           PAUL M. VERROCHI                     Copies of communications to:
            PROVANT, INC.                           JAMES E. DAWSON, ESQ.
  67 BATTERYMARCH STREET, SUITE 600             NUTTER, MCCLENNEN & FISH, LLP
           BOSTON, MA 02110                        ONE INTERNATIONAL PLACE
            (617) 261-1600                    BOSTON, MASSACHUSETTS 02110-2699
     (Name, address and telephone                      (617) 439-2000
     number of agent for service)

                                -----------------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                         Proposed
Title of each class of securities to be   Amount being registered    maximum offering       Proposed maximum           Amount of
              registered                             (1)              price per share   aggregate offering price   registration fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                                  100,000 Shares            $16.56(2)             $1,656,000(2)           $460.37(2)
$.01 par value per share

===================================================================================================================================
(1)      This Registration Statement covers 100,000 shares of Common Stock
         underlying awards that may be granted pursuant to the 1998 Stock Option
         Plan for Outside Directors. In addition, pursuant to Rule 416(b) under
         the Securities Act of 1933, as amended (the "Securities Act"), this
         Registration Statement also covers an indeterminate number of
         additional shares of Common Stock which may be issued under said Plan
         as a result of stock dividends, stock splits or other
         recapitalizations.

(2)      Calculated based on the weighted average of (i) 22,500 shares of Common
         Stock issuable at a price of $13.75 per share and (ii) 77,500 shares of
         Common Stocks assumed to be issuable at a price of $17.375, which is
         the average of the high and low prices per share of the Common Stock as
         reported on the Nasdaq National Market on February 17, 1999.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         PROVANT, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission"):

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998;

         (b) The Company's Quarterly Report on Form 10-Q for the three months
ended September 30, 1998;

         (c) The Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on November 30, 1998;

         (d) The Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on December 8, 1998;

         (e) The Company's Quarterly Report on Form 10-Q for the three months
ended December 31, 1998; and

         (f) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 000-23989) and the
Company's Registration Statement on Form S-1 (File No. 333-70119).

         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, as amended
(the "Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder 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 a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                       -2-
3

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an 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 which the Court of Chancery or such
other court shall deem proper. The Company's Certificate of Incorporation
further provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by the law of the State of Delaware.

         The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.

         The Certificate of Incorporation and the Company's By-laws also provide
that each person who was or is made party to, or is involved in, any action,
suit, proceeding or claim by reason of the fact that he or she is or was a
director or officer of the Company (or is or was serving at the request of the
Company as a director or officer of any other enterprise, including service with
respect to

                                       -3-
4

employee benefit plans) shall be indemnified and held harmless by the Company,
to the fullest extent permitted by Delaware law, as in effect from time to time,
against all expenses (including attorneys' fees and expenses), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the investigation, preparation to defend or defense of such
action, suit, proceeding or claim. The Company's By-laws allow for similar
rights of indemnification to be afforded, in the Company's discretion, to its
employees and agents.

         The rights to indemnification and the payment of expenses provided by
the Certificate of Incorporation and By-laws do not apply to any action, suit,
proceeding or claim initiated by or on behalf of a person otherwise entitled to
the benefit of such provisions. Any person seeking indemnification under the
By-laws shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established. Any repeal or
modification of such indemnification provisions shall not adversely affect any
right or protection of a director or officer with respect to any conduct of such
director or officer occurring prior to such repeal or modification.

         The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See the exhibit index immediately preceding the exhibits attached
hereto.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned 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 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.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (4) 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 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 the initial bona fide offering
thereof.

                                       -4-
5

         (b) 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 provisions of the Delaware General Corporation
Law and the registrant's Certificate of Incorporation and By-laws, 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 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 a
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.

                                       -5-
6

                                   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 Boston, Massachusetts, on the 24th day of February 1999.

                                    PROVANT, INC.

                                    By: /s/ Paul M. Verrochi
                                        --------------------------------------
                                        Paul M. Verrochi
                                        Chairman of the Board and Chief 
                                         Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Paul M. Verrochi, Rajiv Bhatt,
Constantine Alexander and James E. Dawson, and each of them, with full power to
act without the other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities (until revoked in writing),
to sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 of the registrant, and to file the same, with
all exhibits thereto and other 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 requisite and necessary fully to all intents and purposes as
he or she might or could do in person, thereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
SIGNATURES                                TITLE                             DATE
              ----------                                -----                             ----
/s/ Paul M. Verrochi                         CHAIRMAN OF THE BOARD AND              FEBRUARY 24, 1999
-------------------------------------         CHIEF EXECUTIVE OFFICER
PAUL M. VERROCHI                     

/s/ Dominic J. Puopolo                       CHIEF FINANCIAL OFFICER AND            FEBRUARY 24, 1999
-------------------------------------                 DIRECTOR
DOMINIC J. PUOPOLO

/s/ John H. Zenger                             PRESIDENT AND DIRECTOR               FEBRUARY 24, 1999
-------------------------------------                                                                 
JOHN H. ZENGER
-6-
7
SIGNATURES                                TITLE                             DATE
              ----------                                -----                             ----
/s/ Rajiv Bhatt                              CHIEF ACCOUNTING OFFICER               FEBRUARY 24, 1999
-------------------------------------                                                                 
RAJIV BHATT

/s/ Herbert A. Cohen                                  DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
HERBERT A. COHEN

/s/ Bert Decker                                       DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
BERT DECKER

/s/ Paul C. Green                                     DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
PAUL C. GREEN

/s/ Joe Hanson                                        DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
JOE HANSON

                                                      DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
JOHN F. KING

/s/ A. Carl von Sternberg                             DIRECTOR                      FEBRUARY 24, 1999
-------------------------------------                                                                 
A. CARL VON STERNBERG

/s/ Marc S. Wallace                                   DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
MARC S. WALLACE

/s/ Michael J. Davies                                 DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
MICHAEL J. DAVIES

/s/ David B. Hammond                                  DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
DAVID B. HAMMOND
-7-
8
SIGNATURES                                TITLE                             DATE
              ----------                                -----                             ----
/s/ John R. Murphy                                    DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
JOHN R. MURPHY

/s/ Esther T. Smith                                   DIRECTOR                       FEBRUARY 24, 1999
-------------------------------------                                                                 
ESTHER T. SMITH
-8-
9

                                  EXHIBIT INDEX

Exhibit No.   Title                                                        Page
-----------   -----                                                        ----

    4.1       1998 Stock Option Plan for Outside Directors                  10

    5         Opinion of Nutter, McClennen & Fish, LLP                      14

   23.1       Consent of Nutter, McClennen & Fish, LLP                       *
              (contained in Exhibit 5)

   23.2       Consent of KPMG Peat Marwick LLP                              16

   23.3       Consent of Friedman & Fuller, P.C.                            17

   23.4       Consent of McGlandrey & Pullen, LLP                           18

   23.5       Consent of Plante & Moran, LLP                                19

   24         Power of Attorney (contained in the signature                  *
              page to this Registration Statement)

                                       -9-