<PAGE>   1

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          Progress Software Corporation
                          -----------------------------
             (Exact Name of Registrant as Specified in Its Charter)

             Massachusetts                                        04-2746201
             -------------                                        ----------
    (State of other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

  14 Oak Park, Bedford, Massachusetts                               01730
  -----------------------------------                               -----
(Address of Principal Executive Offices)                          (Zip code)

                     APPBUILDER CORPORATION 1996 STOCK PLAN
                     --------------------------------------
                            (Full Title of the Plan)

                                 Joseph W. Alsop
                             President and Treasurer
                          Progress Software Corporation
                                   14 Oak Park
                             Bedford, Massachusetts
                             ----------------------
                     (Name and Address of Agent for Service)
                                 (781) 280-4000
                                 --------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                 WITH COPIES TO:
                          Robert W. Sweet, Jr., Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
                   Title of                             Proposed          Proposed
                  Securities           Amount            Maximum           Maximum           Amount of
                     to be              to be        Offering Price       Aggregate        Registration
                  Registered         Registered         Per Share       Offering Price          Fee
-------------------------------------------------------------------------------------------------------
                 <S>               <C>                   <C>              <C>                  <C>
                 Common Stock,       
                 $0.01 par value   31,504 shares         $0.67(1)         $21,107.68           $6.23
                                                         -----            ----------           -----
=======================================================================================================
</TABLE>

      (1) Pursuant to Rule 457(h)(1), $0.67 represents the per share exercise
          price of outstanding options.
<PAGE>   2

                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (a) Progress Software Corporation's (the "Company's" or the
"Registrant's") Annual Report on Form 10-K for the fiscal year ended November
30, 1996 (file number 0-19417) as filed with the Commission on February 20,
1997;

      (b) the Company's Quarterly Reports on Form 10-Q for the Quarterly Periods
ended February 28, 1997, May 31, 1997 and August
31, 1997 (file number 0-19417);

      (c) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on July 22, 1991
under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"),
including any amendment or description filed for the purpose of updating such
description; and

        All documents subsequently filed by the Company 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 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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article 6 of the Company's Restated Articles of Organization eliminates
the personal liability of a director to the Company or its stockholders for
monetary damages arising out of such director's breach of fiduciary duty as a
director of the Company to the maximum extent permitted by Massachusetts law.
Section 13(b)(1-1/2) of Chapter 156B of the Massachusetts Business Corporation
Law provides that the articles of organization of a corporation may state a
provision eliminating the personal liability of a director to a corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director; provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts of commission not in good
faith or which involve intentional misconduct or knowing violation of law, (iii)




<PAGE>   3

under section 61 or 62 of the Massachusetts Business Corporation Law dealing
with liability for unauthorized distributions and loans to insiders,
respectively, or (iv) for any transaction from which the director derived an
improper personal benefit.

      Article VII of the Company's By-Laws provides that the Company shall
indemnify its officers and directors, and directors, officers, trustees,
employees and other agents of any organization in which the Company owns shares
or of which it is a creditor, against all liabilities and expenses reasonably
incurred by such officers, directors, employees and other agents in connection
with the defense or disposition of any action, suit or proceeding in which they
may be involved by reason of having been a director, officer of employee or
other agent, except with respect to any matter as to which they shall have been
adjudicated not to have acted in good faith and reasonably believe that their
action was in the best interests of the Company. Section 67 of the Massachusetts
Business Corporation Law authorizes a corporation to indemnify its directors,
officers, employees and other agents unless such person shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that such action was in the best interests of the corporation.

      The effect of these provisions would be to permit such indemnification by
the Company for liabilities arising out of the Securities of 1933, as amended
(the "Securities Act").

      The Company also maintains an officers and directors liability insurance
policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

 4.1  AppBuilder Corporation 1996 Stock Plan

 4.2  Form of Stock Option Agreement

 5.1  Opinion of Counsel

23.1  Consent of Deloitte & Touche LLP

23.2  Consent of Counsel (included in Exhibit 5.1)

24.1  Power of Attorney (contained on the signature page)

ITEM 9.  UNDERTAKINGS.

      1. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at all time shall be deemed to be the initial bona
fide offering thereof.

      2.   The undersigned Registrant hereby undertakes that,


<PAGE>   4

           (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;

                 (ii)  To reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the Registration Statement; and

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

           PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(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 herein.

           (b) 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 herein, and the
offering of 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 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.



<PAGE>   5


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bedford, Commonwealth of Massachusetts, on the second
day of December, 1997.

                                    Progress Software Corporation


                                    By: /s/ JOSEPH W. ALSOP
                                        -----------------------
                                        Joseph W. Alsop,
                                        President and Treasurer


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Joseph W. Alsop, Chadwick H. Carpenter,
Jr. and Norman R. Robertson, and each of them, true and lawful attorneys-in-fact
and agents with full power of substitution, for and in name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or any of them, may deem necessary or advisable to be done in connection
with this Registration Statement, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or substitutes
for him, any or all of them, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the dates indicated.

Signature                  Title                               Date
---------                  -----                               ----


/s/ JOSEPH W. ALSOP        President, Treasurer and            December 2, 1997
------------------------   Director (Principal Executive 
Joseph W. Alsop            Officer)


<PAGE>   6



Signature                  Title                               Date
---------                  -----                               ----


/s/ NORMAN R. ROBERTSON    Vice President, Finance and Chief   December 2, 1997
------------------------   Financial Officer (Principal
Norman R. Robertson        Financial Officer)


/s/ DAVID H. BENTON, Jr.   Corporate Controller                December 2, 1997
------------------------   (Principal Accounting Officer)
David H. Benton, Jr.             



/S/ LARRY R. HARRIS        Director                            December 2, 1997
------------------------
Larry R. Harris



/s/ ROBERT J. LEPKOWSKI    Director                            December 2, 1997
------------------------
Robert J. Lepkowski



/s/ MICHAEL L. MARK        Director                            December 2, 1997
------------------------
Michael L. Mark



/s/ ARTHUR J. MARKS        Director                            December 2, 1997
------------------------
Arthur J. Marks



/s/ AMRAM RASIEL           Director                            December 2, 1997
------------------------
Amram Rasiel



/s/ JAMES W. STOREY        Director                            December 2, 1997
------------------------
James W. Storey


<PAGE>   7


                                  EXHIBIT INDEX


Exhibit
  No.            Description
-------          -----------

 4.1      AppBuilder Corporation 1996 Stock Plan
         
 4.2      Form of Stock Option Agreement
         
 5.1      Opinion of Counsel
         
23.1      Consent of Deloitte & Touche LLP
         
23.2      Consent of Counsel (included in Exhibit 5.1)
         
24.1      Power of Attorney (contained on the signature page)
[{"type": "S-8", "sequence": "1", "description": "PROGRESS SOFTWARE CORPORATION", "secsgml_size_bytes": 15941}]
{"company-data": {"conformed-name": "PROGRESS SOFTWARE CORP /MA", "cik": "0000876167", "assigned-sic": "7372", "irs-number": "042746201", "state-of-incorporation": "MA", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41401", "film-number": "97731854"}, "business-address": {"street1": "14 OAK PARK", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "6172804000"}}
1

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          Progress Software Corporation
                          -----------------------------
             (Exact Name of Registrant as Specified in Its Charter)

             Massachusetts                                        04-2746201
             -------------                                        ----------
    (State of other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

  14 Oak Park, Bedford, Massachusetts                               01730
  -----------------------------------                               -----
(Address of Principal Executive Offices)                          (Zip code)

                     APPBUILDER CORPORATION 1996 STOCK PLAN
                     --------------------------------------
                            (Full Title of the Plan)

                                 Joseph W. Alsop
                             President and Treasurer
                          Progress Software Corporation
                                   14 Oak Park
                             Bedford, Massachusetts
                             ----------------------
                     (Name and Address of Agent for Service)
                                 (781) 280-4000
                                 --------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                 WITH COPIES TO:
                          Robert W. Sweet, Jr., Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

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

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================
                   Title of                             Proposed          Proposed
                  Securities           Amount            Maximum           Maximum           Amount of
                     to be              to be        Offering Price       Aggregate        Registration
                  Registered         Registered         Per Share       Offering Price          Fee
-------------------------------------------------------------------------------------------------------
Common Stock,       
                 $0.01 par value   31,504 shares         $0.67(1)         $21,107.68           $6.23
                                                         -----            ----------           -----
=======================================================================================================
(1) Pursuant to Rule 457(h)(1), $0.67 represents the per share exercise
          price of outstanding options.
2

                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (a) Progress Software Corporation's (the "Company's" or the
"Registrant's") Annual Report on Form 10-K for the fiscal year ended November
30, 1996 (file number 0-19417) as filed with the Commission on February 20,
1997;

      (b) the Company's Quarterly Reports on Form 10-Q for the Quarterly Periods
ended February 28, 1997, May 31, 1997 and August
31, 1997 (file number 0-19417);

      (c) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on July 22, 1991
under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"),
including any amendment or description filed for the purpose of updating such
description; and

        All documents subsequently filed by the Company 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 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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article 6 of the Company's Restated Articles of Organization eliminates
the personal liability of a director to the Company or its stockholders for
monetary damages arising out of such director's breach of fiduciary duty as a
director of the Company to the maximum extent permitted by Massachusetts law.
Section 13(b)(1-1/2) of Chapter 156B of the Massachusetts Business Corporation
Law provides that the articles of organization of a corporation may state a
provision eliminating the personal liability of a director to a corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director; provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts of commission not in good
faith or which involve intentional misconduct or knowing violation of law, (iii)
3

under section 61 or 62 of the Massachusetts Business Corporation Law dealing
with liability for unauthorized distributions and loans to insiders,
respectively, or (iv) for any transaction from which the director derived an
improper personal benefit.

      Article VII of the Company's By-Laws provides that the Company shall
indemnify its officers and directors, and directors, officers, trustees,
employees and other agents of any organization in which the Company owns shares
or of which it is a creditor, against all liabilities and expenses reasonably
incurred by such officers, directors, employees and other agents in connection
with the defense or disposition of any action, suit or proceeding in which they
may be involved by reason of having been a director, officer of employee or
other agent, except with respect to any matter as to which they shall have been
adjudicated not to have acted in good faith and reasonably believe that their
action was in the best interests of the Company. Section 67 of the Massachusetts
Business Corporation Law authorizes a corporation to indemnify its directors,
officers, employees and other agents unless such person shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that such action was in the best interests of the corporation.

      The effect of these provisions would be to permit such indemnification by
the Company for liabilities arising out of the Securities of 1933, as amended
(the "Securities Act").

      The Company also maintains an officers and directors liability insurance
policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

 4.1  AppBuilder Corporation 1996 Stock Plan

 4.2  Form of Stock Option Agreement

 5.1  Opinion of Counsel

23.1  Consent of Deloitte & Touche LLP

23.2  Consent of Counsel (included in Exhibit 5.1)

24.1  Power of Attorney (contained on the signature page)

ITEM 9.  UNDERTAKINGS.

      1. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at all time shall be deemed to be the initial bona
fide offering thereof.

      2.   The undersigned Registrant hereby undertakes that,
4

           (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;

                 (ii)  To reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the Registration Statement; and

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

           PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(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 herein.

           (b) 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 herein, and the
offering of 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 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.
5

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bedford, Commonwealth of Massachusetts, on the second
day of December, 1997.

                                    Progress Software Corporation

                                    By: /s/ JOSEPH W. ALSOP
                                        -----------------------
                                        Joseph W. Alsop,
                                        President and Treasurer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Joseph W. Alsop, Chadwick H. Carpenter,
Jr. and Norman R. Robertson, and each of them, true and lawful attorneys-in-fact
and agents with full power of substitution, for and in name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or any of them, may deem necessary or advisable to be done in connection
with this Registration Statement, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or substitutes
for him, any or all of them, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the dates indicated.

Signature                  Title                               Date
---------                  -----                               ----

/s/ JOSEPH W. ALSOP        President, Treasurer and            December 2, 1997
------------------------   Director (Principal Executive 
Joseph W. Alsop            Officer)
6

Signature                  Title                               Date
---------                  -----                               ----

/s/ NORMAN R. ROBERTSON    Vice President, Finance and Chief   December 2, 1997
------------------------   Financial Officer (Principal
Norman R. Robertson        Financial Officer)

/s/ DAVID H. BENTON, Jr.   Corporate Controller                December 2, 1997
------------------------   (Principal Accounting Officer)
David H. Benton, Jr.             

/S/ LARRY R. HARRIS        Director                            December 2, 1997
------------------------
Larry R. Harris

/s/ ROBERT J. LEPKOWSKI    Director                            December 2, 1997
------------------------
Robert J. Lepkowski

/s/ MICHAEL L. MARK        Director                            December 2, 1997
------------------------
Michael L. Mark

/s/ ARTHUR J. MARKS        Director                            December 2, 1997
------------------------
Arthur J. Marks

/s/ AMRAM RASIEL           Director                            December 2, 1997
------------------------
Amram Rasiel

/s/ JAMES W. STOREY        Director                            December 2, 1997
------------------------
James W. Storey
7

                                  EXHIBIT INDEX

Exhibit
  No.            Description
-------          -----------

 4.1      AppBuilder Corporation 1996 Stock Plan
         
 4.2      Form of Stock Option Agreement
         
 5.1      Opinion of Counsel
         
23.1      Consent of Deloitte & Touche LLP
         
23.2      Consent of Counsel (included in Exhibit 5.1)
         
24.1      Power of Attorney (contained on the signature page)