<PAGE>   1

              As filed with the Securities and Exchange Commission
                                on April 26, 1999
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               SAPIENT CORPORATION
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                      04-3130648
      (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                     Identification Number)

ONE MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS                      02142
  (Address of Principal Executive Offices)                      (Zip Code)

                     ADJACENCY, INC. 1998 STOCK OPTION PLAN
                            (Full title of the Plan)

                               JERRY A. GREENBERG
                                 J. STUART MOORE
                           CO-CHIEF EXECUTIVE OFFICERS
                               SAPIENT CORPORATION
                               ONE MEMORIAL DRIVE
                         CAMBRIDGE, MASSACHUSETTS 02142

                                 WITH A COPY TO:
                              DEBORAH ENGLAND GRAY
                                 GENERAL COUNSEL
                               SAPIENT CORPORATION
                               ONE MEMORIAL DRIVE
                         CAMBRIDGE, MASSACHUSETTS 02142
                                 (617) 621-0200

            (Name, address, including zip code, and telephone number,
                   including area code, of agents for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                           Proposed
                                                                            Maximum                   Amount of
Title of Securities                               Amount to be             Aggregate               Registration
to be Registered                                   Registered            Offering Price                  Fee
-------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                   <C>                           <C>
Common Stock, $.01 par value                      63,254 shares           $788,560.64(1)                 $220
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This estimated fee is based on the proposed maximum offering price of the 
     shares offered pursuant to the Plan in accordance with Rules 457(h) and
     457(o) of the Securities Act of 1933.
================================================================================




<PAGE>   2



                                EXPLANATORY NOTE

         This Registration Statement on Form S-8 is being filed to register the
shares of Common Stock of Sapient Corporation (the "Company" or "Registrant")
issuable pursuant to the Adjacency, Inc. 1998 Stock Option Plan. On March 29,
1999, pursuant to the terms of Section 1.6 of the Principal Stockholder Stock
Purchase Agreement by and among the Company, Adjacency, Inc. ("Adjacency"), the
Principal Stockholders of Adjacency identified on Schedule A attached thereto
and Andrew Sather, as Exchange Agent, dated as of March 29, 1999, the Company
assumed all of the outstanding options to purchase Common Stock of Adjacency
under the Adjacency, Inc. 1998 Stock Option Plan.


                                        2


<PAGE>   3



PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or 
given to participants in the Adjacency, Inc. 1998 Stock Option Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

         (1)  The Registrant's latest annual report filed pursuant to Sections
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
     under the Securities Act that contains audited financial statements for the
     Registrant's latest fiscal year for which such statements have been filed.

         (2)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual report
     or the prospectus referred to in (1) above.

         (3)  The description of the common stock of the Registrant, $.01 par
     value per share (the "Common Stock"), contained in the Registrant's
     Registration Statement on Form 8-A filed under the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. 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 a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

     Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

     Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

     Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other


                                        3


<PAGE>   4



persons serving at the request of the corporation in related capacities against
amounts paid and expenses incurred in connection with an action or proceeding to
which he is or is threatened to be made a party by reason of such position, if
such person shall have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
in any criminal proceeding, if such person had no reasonable cause to believe
his conduct was unlawful; provided that, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made with respect to
any matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court determines
that such indemnification is proper under the circumstances.

         Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement reasonably incurred in
connection with any litigation or other legal proceeding (other than an action
by or in the right of the Registrant) brought against him by virtue of his
position as a director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by the Registrant against expenses (including attorneys'
fees) and amounts paid in settlement reasonably incurred in connection with any
action by or in the right of the Registrant by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Registrant, except that no indemnification shall be made with respect to any
such matter as to which such director or officer shall have been adjudged to be
liable to the Registrant, unless and only to the extent that a court determines
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise, he
shall be indemnified against all expenses (including attorneys' fees) reasonably
incurred by him in connection therewith. Expenses incurred in defending a civil
or criminal action, suit or proceeding shall be advanced by the Registrant to a
director or officer, at his request, upon receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to indemnification.

         Indemnification is required to be made unless the Registrant determines
(in the manner provided in the Amended and Restated Certificate of
Incorporation) that the applicable standard of conduct required for
indemnification has not been met. In the event of a determination by the
Registrant that the director or officer did not meet the applicable standard of
conduct required for indemnification, or if the Registrant fails to make an
indemnification payment within 60 days after such payment is claimed by such
person, such person is permitted to petition a court to make an independent
determination as to whether such person is entitled to indemnification. As a
condition precedent to the right of indemnification, the director or officer
must give the Registrant notice of the action for which indemnity is sought and
the Registrant has the right to participate in such action or assume the defense
thereof.

         Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers,
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

         Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that, except to the extent that the General Corporation
Law of Delaware prohibits the elimination or limitation of liability of
directors for breaches of fiduciary duty, no director of the


                                        4


<PAGE>   5



Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director.

     Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

     Item 8.  EXHIBITS

     Exhibit   
     Number          Description
     -------         -----------
     
     4.1 (1)         Amended and Restated Certificate of Incorporation of the 
                     Registrant, as amended
     
     4.2 (2)         Amended and Restated By-Laws of the Registrant
     
     4.3 (2)         Specimen certificate for shares of Common Stock
     
     5.1             Opinion of Hale and Dorr LLP
     
     23.1            Consent of Hale and Dorr LLP (included in Exhibit 5.1)
     
     23.2            Consent of KPMG Peat Marwick LLP
     
     24.1            Power of Attorney (included on the signature page to this 
                     Registration Statement)
     
     24.2            Power of Attorney of Carl S. Sloane
     
     24.3            Power of Attorney of Darius W. Gaskins, Jr.
     
     24.4            Power of Attorney of Bruce D. Parker
     
     24.5            Power of Attorney of R. Stephen Cheheyl

------------
(1)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-8 (File No. 333-53769).
(2)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 333-1586).

     Item 9.  UNDERTAKINGS

     1.  The Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being 
     made, a post-effective amendment to this Registration Statement:

              (i)   To include any prospectus required by Section 10(a)(3) of 
         the Securities Act;

              (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which,


                                        5


<PAGE>   6



         individually or in the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement; and

              (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

     provided, however, that paragraphs (i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

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

     2.  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

     3.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                        6


<PAGE>   7



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on
this 22nd day of April, 1999.

                                             SAPIENT CORPORATION


                                             By: /s/ Susan D. Johnson
                                                 --------------------------
                                             Name: Susan D. Johnson
                                             Title: Chief Financial Officer


                        SIGNATURES AND POWER OF ATTORNEY

     We, the undersigned officers and directors of Sapient Corporation, hereby
severally constitute and appoint Susan D. Johnson, Deborah England Gray, Paul P.
Brountas and Jonathan Wolfman, and each of them singly, our true and lawful
attorneys with full power to any of them, and to each of them singly, to sign
for us and in our names in the capacities indicated below the Registration
Statement on Form S-8 filed herewith and any and all pre-effective and
post-effective amendments to said Registration Statement and generally to do all
such things in our name and behalf in our capacities as officers and directors
to enable Sapient Corporation to comply with the provisions of the Securities
Act of 1933 and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

     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 date indicated.

<TABLE>
<CAPTION>
             Signature                                   Title                                 Date
             ---------                                   -----                                 ----

<S>                                    <C>                                                 <C> 
/s/ Jerry A. Greenberg                 Co-Chief Executive Officer and Director             April 22, 1999
-------------------------------------  (Principal Executive Officer)
Jerry A. Greenberg

/s/ J. Stuart Moore                    Co-Chief Executive Officer and Director             April 22, 1999
-------------------------------------  (Principal Executive Officer)
J. Stuart Moore

/s/ Susan D. Johnson                   Chief Financial Officer (Principal                  April 22, 1999
-------------------------------------  Financial and Accounting Officer)
Susan D. Johnson
</TABLE>


                                        7


<PAGE>   8




                                   SIGNATURES

     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 date indicated.


                 *                     Director                   April 22, 1999
-------------------------------------
Carl S. Sloane

                 *                     Director                   April 22, 1999
-------------------------------------
Darius W. Gaskins, Jr.

                 *                     Director                   April 22, 1999
-------------------------------------
Bruce D. Parker

                 *                     Director                   April 22, 1999
-------------------------------------
R. Stephen Cheheyl




* By: /s/ Susan D. Johnson
      -------------------------------
      Susan D. Johnson
      Attorney-in-fact



                                        8


<PAGE>   9



                                  EXHIBIT INDEX



Exhibit
Number         Description
-------        -----------

4.1(1)         Amended and Restated Certificate of Incorporation of the 
               Registrant, as amended

4.2(2)         Amended and Restated By-Laws of the Registrant

4.3(2)         Specimen certificate for shares of Common Stock

5.1            Opinion of Hale and Dorr LLP

23.1           Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2           Consent of KPMG Peat Marwick LLP

24.1           Power of Attorney (included on the signature page to this 
               Registration Statement)

24.2           Power of Attorney of Carl S. Sloane

24.3           Power of Attorney of Darius W. Gaskins, Jr.

24.4           Power of Attorney of Bruce D. Parker

24.5           Power of Attorney of R. Stephen Cheheyl

--------------
(1)      Incorporated herein by reference from the Registrant's Registration
         Statement on Form S-8 (File No. 333-53769).
(2)      Incorporated herein by reference from the Registrant's Registration
         Statement on Form S-1 (File No. 333-1586).


                                        9
[{"type": "S-8", "sequence": "1", "description": "ADJACENCY, INC. 1998 STOCK OPTION PLAN", "secsgml_size_bytes": 21962}]
{"company-data": {"conformed-name": "SAPIENT CORP", "cik": "0001008817", "assigned-sic": "7373", "irs-number": "043130648", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77031", "film-number": "99601041"}, "business-address": {"street1": "ONE MEMORIAL DR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6176210200"}, "mail-address": {"street1": "ONE MEMORIAL DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02142"}}
1

              As filed with the Securities and Exchange Commission
                                on April 26, 1999
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               SAPIENT CORPORATION
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                      04-3130648
      (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                     Identification Number)

ONE MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS                      02142
  (Address of Principal Executive Offices)                      (Zip Code)

                     ADJACENCY, INC. 1998 STOCK OPTION PLAN
                            (Full title of the Plan)

                               JERRY A. GREENBERG
                                 J. STUART MOORE
                           CO-CHIEF EXECUTIVE OFFICERS
                               SAPIENT CORPORATION
                               ONE MEMORIAL DRIVE
                         CAMBRIDGE, MASSACHUSETTS 02142

                                 WITH A COPY TO:
                              DEBORAH ENGLAND GRAY
                                 GENERAL COUNSEL
                               SAPIENT CORPORATION
                               ONE MEMORIAL DRIVE
                         CAMBRIDGE, MASSACHUSETTS 02142
                                 (617) 621-0200

            (Name, address, including zip code, and telephone number,
                   including area code, of agents for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                                           Proposed
                                                                            Maximum                   Amount of
Title of Securities                               Amount to be             Aggregate               Registration
to be Registered                                   Registered            Offering Price                  Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value                      63,254 shares           $788,560.64(1)                 $220
-------------------------------------------------------------------------------------------------------------------
(1)  This estimated fee is based on the proposed maximum offering price of the 
     shares offered pursuant to the Plan in accordance with Rules 457(h) and
     457(o) of the Securities Act of 1933.
================================================================================
2

                                EXPLANATORY NOTE

         This Registration Statement on Form S-8 is being filed to register the
shares of Common Stock of Sapient Corporation (the "Company" or "Registrant")
issuable pursuant to the Adjacency, Inc. 1998 Stock Option Plan. On March 29,
1999, pursuant to the terms of Section 1.6 of the Principal Stockholder Stock
Purchase Agreement by and among the Company, Adjacency, Inc. ("Adjacency"), the
Principal Stockholders of Adjacency identified on Schedule A attached thereto
and Andrew Sather, as Exchange Agent, dated as of March 29, 1999, the Company
assumed all of the outstanding options to purchase Common Stock of Adjacency
under the Adjacency, Inc. 1998 Stock Option Plan.

                                        2
3

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or 
given to participants in the Adjacency, Inc. 1998 Stock Option Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

         (1)  The Registrant's latest annual report filed pursuant to Sections
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
     under the Securities Act that contains audited financial statements for the
     Registrant's latest fiscal year for which such statements have been filed.

         (2)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual report
     or the prospectus referred to in (1) above.

         (3)  The description of the common stock of the Registrant, $.01 par
     value per share (the "Common Stock"), contained in the Registrant's
     Registration Statement on Form 8-A filed under the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. 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 a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

     Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

     Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

     Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other

                                        3
4

persons serving at the request of the corporation in related capacities against
amounts paid and expenses incurred in connection with an action or proceeding to
which he is or is threatened to be made a party by reason of such position, if
such person shall have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
in any criminal proceeding, if such person had no reasonable cause to believe
his conduct was unlawful; provided that, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made with respect to
any matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court determines
that such indemnification is proper under the circumstances.

         Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement reasonably incurred in
connection with any litigation or other legal proceeding (other than an action
by or in the right of the Registrant) brought against him by virtue of his
position as a director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by the Registrant against expenses (including attorneys'
fees) and amounts paid in settlement reasonably incurred in connection with any
action by or in the right of the Registrant by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Registrant, except that no indemnification shall be made with respect to any
such matter as to which such director or officer shall have been adjudged to be
liable to the Registrant, unless and only to the extent that a court determines
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise, he
shall be indemnified against all expenses (including attorneys' fees) reasonably
incurred by him in connection therewith. Expenses incurred in defending a civil
or criminal action, suit or proceeding shall be advanced by the Registrant to a
director or officer, at his request, upon receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to indemnification.

         Indemnification is required to be made unless the Registrant determines
(in the manner provided in the Amended and Restated Certificate of
Incorporation) that the applicable standard of conduct required for
indemnification has not been met. In the event of a determination by the
Registrant that the director or officer did not meet the applicable standard of
conduct required for indemnification, or if the Registrant fails to make an
indemnification payment within 60 days after such payment is claimed by such
person, such person is permitted to petition a court to make an independent
determination as to whether such person is entitled to indemnification. As a
condition precedent to the right of indemnification, the director or officer
must give the Registrant notice of the action for which indemnity is sought and
the Registrant has the right to participate in such action or assume the defense
thereof.

         Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers,
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

         Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that, except to the extent that the General Corporation
Law of Delaware prohibits the elimination or limitation of liability of
directors for breaches of fiduciary duty, no director of the

                                        4
5

Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director.

     Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

     Item 8.  EXHIBITS

     Exhibit   
     Number          Description
     -------         -----------
     
     4.1 (1)         Amended and Restated Certificate of Incorporation of the 
                     Registrant, as amended
     
     4.2 (2)         Amended and Restated By-Laws of the Registrant
     
     4.3 (2)         Specimen certificate for shares of Common Stock
     
     5.1             Opinion of Hale and Dorr LLP
     
     23.1            Consent of Hale and Dorr LLP (included in Exhibit 5.1)
     
     23.2            Consent of KPMG Peat Marwick LLP
     
     24.1            Power of Attorney (included on the signature page to this 
                     Registration Statement)
     
     24.2            Power of Attorney of Carl S. Sloane
     
     24.3            Power of Attorney of Darius W. Gaskins, Jr.
     
     24.4            Power of Attorney of Bruce D. Parker
     
     24.5            Power of Attorney of R. Stephen Cheheyl

------------
(1)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-8 (File No. 333-53769).
(2)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 333-1586).

     Item 9.  UNDERTAKINGS

     1.  The Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being 
     made, a post-effective amendment to this Registration Statement:

              (i)   To include any prospectus required by Section 10(a)(3) of 
         the Securities Act;

              (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which,

                                        5
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         individually or in the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement; and

              (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

     provided, however, that paragraphs (i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

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

     2.  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

     3.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                        6
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on
this 22nd day of April, 1999.

                                             SAPIENT CORPORATION

                                             By: /s/ Susan D. Johnson
                                                 --------------------------
                                             Name: Susan D. Johnson
                                             Title: Chief Financial Officer

                        SIGNATURES AND POWER OF ATTORNEY

     We, the undersigned officers and directors of Sapient Corporation, hereby
severally constitute and appoint Susan D. Johnson, Deborah England Gray, Paul P.
Brountas and Jonathan Wolfman, and each of them singly, our true and lawful
attorneys with full power to any of them, and to each of them singly, to sign
for us and in our names in the capacities indicated below the Registration
Statement on Form S-8 filed herewith and any and all pre-effective and
post-effective amendments to said Registration Statement and generally to do all
such things in our name and behalf in our capacities as officers and directors
to enable Sapient Corporation to comply with the provisions of the Securities
Act of 1933 and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

     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 date indicated.
Signature                                   Title                                 Date
             ---------                                   -----                                 ----
/s/ Jerry A. Greenberg                 Co-Chief Executive Officer and Director             April 22, 1999
-------------------------------------  (Principal Executive Officer)
Jerry A. Greenberg

/s/ J. Stuart Moore                    Co-Chief Executive Officer and Director             April 22, 1999
-------------------------------------  (Principal Executive Officer)
J. Stuart Moore

/s/ Susan D. Johnson                   Chief Financial Officer (Principal                  April 22, 1999
-------------------------------------  Financial and Accounting Officer)
Susan D. Johnson
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                                   SIGNATURES

     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 date indicated.

                 *                     Director                   April 22, 1999
-------------------------------------
Carl S. Sloane

                 *                     Director                   April 22, 1999
-------------------------------------
Darius W. Gaskins, Jr.

                 *                     Director                   April 22, 1999
-------------------------------------
Bruce D. Parker

                 *                     Director                   April 22, 1999
-------------------------------------
R. Stephen Cheheyl

* By: /s/ Susan D. Johnson
      -------------------------------
      Susan D. Johnson
      Attorney-in-fact

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                                  EXHIBIT INDEX

Exhibit
Number         Description
-------        -----------

4.1(1)         Amended and Restated Certificate of Incorporation of the 
               Registrant, as amended

4.2(2)         Amended and Restated By-Laws of the Registrant

4.3(2)         Specimen certificate for shares of Common Stock

5.1            Opinion of Hale and Dorr LLP

23.1           Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2           Consent of KPMG Peat Marwick LLP

24.1           Power of Attorney (included on the signature page to this 
               Registration Statement)

24.2           Power of Attorney of Carl S. Sloane

24.3           Power of Attorney of Darius W. Gaskins, Jr.

24.4           Power of Attorney of Bruce D. Parker

24.5           Power of Attorney of R. Stephen Cheheyl

--------------
(1)      Incorporated herein by reference from the Registrant's Registration
         Statement on Form S-8 (File No. 333-53769).
(2)      Incorporated herein by reference from the Registrant's Registration
         Statement on Form S-1 (File No. 333-1586).

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