<PAGE>
 
    As filed with the Securities and Exchange Commission on April 10, 1998
                                        
                                                 REGISTRATION NO. 333-________
=============================================================================== 

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                        
                                   FORM S-8
                                        
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                        
              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
            (Exact Name of Registrant as Specified in Its Charter)


           DELAWARE                                     06-1320610
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization )                      Identification No.)

                               304 VASSAR STREET
                        CAMBRIDGE, MASSACHUSETTS 02139
                                (617) 374-9800
              (Address of Principal Executive Offices) (Zip Code)

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

              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
                            1997 STOCK OPTION PLAN
                           (Full Title of the Plan)
                           -------------------------

                              ARTHUR M. TOSCANINI
                            Chief Financial Officer
              Cambridge Technology Partners (Massachusetts), Inc.
                               304 Vassar Street
                        Cambridge, Massachucsetts 02139
                    (Name and Address of Agent For Service)

                                (617) 374-9800
         (Telephone Number, Including Area Code, of Agent For Service)

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

                                   COPY TO:
                                        
                            Steven C. Browne, Esq.
                        Testa, Hurwitz & Thibeault, LLP
                               High Street Tower
                                125 High Street
                          Boston, Massachusetts 02110
                                (617) 248-7000


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
                                           Proposed Maximum        Proposed Maximum
 Title of Securities      Amount To Be          Offering          Aggregate Offering          Amount of
  To Be Registered        Registered        Price Per Share            Price              Registration Fee
-------------------      ------------      ----------------     ------------------        ----------------
<S>                     <C>                  <C>                <C>                          <C>
1997 STOCK                                                                            
OPTION PLAN              160,000 shares       $  35.00(1)       $  5,600,000.00               $1,652.00
Common Stock                                                                          
(Par Value $.01)         290,000 shares       $  50.50(2)       $ 14,645,000.00               $4,320.28
                         --------------       -----------       ---------------               ---------
TOTAL                    450,000 shares                         $ 20,245,000.00               $5,972.28
                         ==============                         ===============               =========
Preferred Stock    
Purchase Rights (3)
===========================================================================================================
</TABLE>


(1)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 160,000 shares at an exercise price of $35.00 per
     share.  Pursuant to Rule 457(h)(1) of the Securities Act of 1933 (the
     "Securities Act"), the aggregate offering price and the fee have been
     computed upon the basis of the price at which the options may be exercised.

(2)  The price of $50.50 per share, which is the average of the high and low
     price of the Common Stock of the Registrant as reported on the Nasdaq
     National Market on April 8, 1998, is set forth solely for purposes of
     calculating the filing fee pursuant to Rule 457(c) of the Securities Act
     and has been used only for those shares without a fixed exercise price.

(3)  Pursuant to the Rights Agreement of the Registrant, one right to purchase a
     unit of preferred stock of the Registrant (each a "Preferred Stock Purchase
     Right" or "Right") is deemed to be delivered with each share of Common
     Stock issued by the Registrant.  The Rights currently are not separately
     transferable apart from the Common Stock, nor are they exercisable until
     the occurrence of certain events.  Accordingly, no independent value has
     been attributed to the Rights.

================================================================================
<PAGE>
 
                                      -2-



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.
         ---------------- 

         The documents containing the information specified in this Item 1 will
be sent or given to employees and consultants of the Registrant or others as
specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission") and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.
         ----------------------------------------------------------- 

         The documents containing the information specified in this Item 2 will
be sent or given to employees and consultants of the Registrant or others as
specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules
and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

    (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1997 (File No. 0-21040).

    (b)  The description of the Registrant's Common Stock, $.01 par value per
         share, contained in the Registrant's Registration Statement on Form 8-A
         filed pursuant to Section 12(g) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act"), on December 24, 1992, including any
         amendment or report filed for the purpose of updating such description
         (File No. 0-21040).

    (c)  The description of the Registrant's Preferred Stock Purchase Rights
         which accompany each share of the Registrant's Common Stock contained
         in the Registrant's Registration Statement on Form 8-A filed pursuant
         to the Exchange Act on July 1, 1997, including any amendment or report
         filed for the purpose of updating such description (File No. 0-21040).

         All documents subsequently filed with the Commission 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 securities
offered herein have been sold or which deregisters all securities then 
<PAGE>
 
                                      -3-



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 of such
documents.

Item 4.  Description of Securities.
         ------------------------- 

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.
         ------------------------------------- 

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

         The Delaware General Corporation Law, the Amended and Restated
Certificate of Incorporation, as amended, of the Registrant and the Registrant's
Amended and Restated By-laws provide for indemnification of the Registrant's
directors and officers for liabilities and expenses that they may incur in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to any
criminal action or proceeding, actions that the indemnitee had no reasonable
cause to believe were unlawful. The Registrant maintains directors' and
officers' liability insurance to insure the directors and certain officers of
the Registrant against certain liabilities and certain expenses in connection
therewith which arise out of or in connection with their capacities as such.


Item 7.  Exemption From Registration Claimed.
         ----------------------------------- 

         Not applicable.


Item 8.  Exhibits.
         -------- 


        Exhibit No.                Description of Exhibit
        -----------                ----------------------
                    
           4.1              Amended and Restated Certificate of
                            Incorporation of the Registrant, as amended
                            (filed as Exhibit 4.1 to the Registrant's
                            Registration Statement on Form S-3 (File
                            No. 333-43127), and incorporated herein by
                            reference).
                    
           4.2              Amended and Restated By-laws of the
                            Registrant (filed as Exhibit 3.2 to the
                            Registrant's Registration Statement on Form
                            S-1 (File No. 33-56338) and incorporated
                            herein by reference).
                    
           4.3              Specimen Stock certificate representing the
                            Common Stock of the Registrant (filed as
                            Exhibit 4.1 to the Registrant's
                            Registration Statement on Form S-1 (File
                            No. 33-56338) and incorporated herein by
                            reference).
<PAGE>
 
                                      -4-

        Exhibit No.                 Description of Exhibit
        -----------                 ----------------------
                     
                     
           4.4               Rights Agreement, dated as of June 23,
                             1997, by and between Cambridge Technology
                             Partners (Massachusetts), Inc. and
                             ChaseMellon Shareholder Services, LLC, as
                             Rights Agent (filed as Exhibit 4.1 to the
                             Registrant's Report on Form 8-K, dated June
                             23, 1997, and filed on July 1, 1997 (File
                             No. 0-21040) and incorporated herein by
                             reference). 
                     
           5                 Opinion of Testa, Hurwitz & Thibeault, LLP
                             (filed herewith).
                     
          23.1               Consent of Testa, Hurwitz & Thibeault, LLP
                             (included in Exhibit 5).
                     
          23.2               Consent of Coopers & Lybrand L.L.P. (filed
                             herewith).
                     
          24                 Power of Attorney (included on signature
                             page 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:

               (i)     To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

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

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

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.
<PAGE>
 
                                      -5-


            (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.

     (b)    The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 (and, where
            applicable, each filing of an employee benefit plan's annual report
            pursuant to Section 15(d) of the Securities Exchange Act of 1934)
            that is incorporated by reference in the Registration Statement
            shall be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities at
            that time shall be deemed to be the initial bona fide offering
            thereof.

     (c)    Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act and
            is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer
            or controlling person of the Registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the Registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.
<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 the City of Cambridge and the Commonwealth of Massachusetts, on
this 10th day of April, 1998.

                                        Cambridge Technology Partners
                                        (Massachusetts), Inc.

                                    By: /s/ Arthur M. Toscanini
                                        ------------------------------
                                        Arthur M. Toscanini
                                        Executive Vice President, Finance


     EACH PERSON WHOSE SIGNATURE appears below this registration statement
hereby constitutes and appoints James K. Sims, Arthur M. Toscanini and James P.
O'Hare and each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities (until revoked in writing) to sign all amendments (including post-
effective amendments) to this  Registration Statement on Form S-8 of Cambridge
Technology Partners (Massachusetts), Inc., and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission or any state securities commission or other
governmental entity pertaining to such registration and sale, 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 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, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
        Signature                                  Capacity                            Date      
<S>                                         <C>                                     <C>          
/s/ James K. Sims                           Chief Executive Officer,                April 10, 1998
------------------------------------        President and Director                               
James K. Sims                               (Principal Executive Officer)                        
                                                                                                 
/s/ Arthur M. Toscanini                     Executive Vice President,               April 10, 1998
------------------------------------        Finance, Chief Financial Officer                     
Arthur M. Toscanini                         and Treasurer (Principal                             
                                            Financial Officer and Principal                      
                                            Accounting Officer)                                  
                                                                                                 
/s/ Warren V. Musser                        Director                                April 10, 1998
------------------------------------                                                             
Warren V. Musser                                                                                 

/s/ Robert E. Keith, Jr.                    Director                                April 10, 1998
------------------------------------                                                             
Robert E. Keith, Jr.                                                                             

/s/ Jack L. Messman                         Director                                April 10, 1998
------------------------------------                                                             
Jack L. Messman                                                                                  
</TABLE> 
<PAGE>
 
                                      -7-

<TABLE> 
<S>                                         <C>                                     <C>          

/s/ John W. Poduska, Sr., Ph.D.             Director                                April 10, 1998
------------------------------------                                                             
John W. Poduska, Sr., Ph.D.                                                                      

                                            Director                                April 10, 1998
------------------------------------                                                             
James I. Cash, Jr., Ph.D.                                                                        

/s/ James D. Robinson III                   Director                                April 10, 1998 
------------------------------------
James D. Robinson III
</TABLE>
<PAGE>
 
                                      -8-

                               INDEX TO EXHIBITS

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

                  4.1                   Amended and Restated Certificate of
                                        Incorporation of the Registrant, as
                                        amended (filed as Exhibit 4.1 to the
                                        Registrant's Registration Statement on
                                        Form S-3 (File No. 333-43127), and
                                        incorporated herein by reference).

                  4.2                   Amended and Restated By-laws of the
                                        Registrant (filed as Exhibit 3.2 to the
                                        Registrant's Registration Statement on
                                        Form S-1 (File No. 33-56338) and
                                        incorporated herein by reference).

                  4.3                   Specimen Stock certificate representing
                                        the Common Stock of the Registrant
                                        (filed as Exhibit 4.1 to the
                                        Registrant's Registration Statement on
                                        Form S-1 (File No. 33-56338) and
                                        incorporated herein by reference).

                  4.4                   Rights Agreement, dated as of June 23,
                                        1997, by and between Cambridge
                                        Technology Partners (Massachusetts),
                                        Inc. and ChaseMellon Shareholder
                                        Services, LLC, as Rights Agent (filed as
                                        Exhibit 4.1 to the Registrant's Report
                                        on Form 8-K, dated June 23, 1997, and
                                        filed on July 1, 1997 (File No. 0-21040)
                                        and incorporated herein by reference).

                  5                     Opinion of Testa, Hurwitz & Thibeault,
                                        LLP (filed herewith).

                 23.1                   Consent of Testa, Hurwitz & Thibeault,
                                        LLP (included in Exhibit 5).
                                        
                 23.2                   Consent of Coopers & Lybrand L.L.P.
                                        (filed herewith).
                                        
                 24                     Power of Attorney (included on signature
                                        page hereto).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24576}]
{"company-data": {"conformed-name": "CAMBRIDGE TECHNOLOGY PARTNERS MASSACHUSETTS INC", "cik": "0000895462", "assigned-sic": "7373", "irs-number": "061320610", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49903", "film-number": "98591626"}, "business-address": {"street1": "304 VASSAR ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6173749800"}, "mail-address": {"street1": "304 VASSAR ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
As filed with the Securities and Exchange Commission on April 10, 1998
                                        
                                                 REGISTRATION NO. 333-________
=============================================================================== 

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                        
                                   FORM S-8
                                        
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                        
              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
            (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                     06-1320610
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization )                      Identification No.)

                               304 VASSAR STREET
                        CAMBRIDGE, MASSACHUSETTS 02139
                                (617) 374-9800
              (Address of Principal Executive Offices) (Zip Code)

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

              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
                            1997 STOCK OPTION PLAN
                           (Full Title of the Plan)
                           -------------------------

                              ARTHUR M. TOSCANINI
                            Chief Financial Officer
              Cambridge Technology Partners (Massachusetts), Inc.
                               304 Vassar Street
                        Cambridge, Massachucsetts 02139
                    (Name and Address of Agent For Service)

                                (617) 374-9800
         (Telephone Number, Including Area Code, of Agent For Service)

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

                                   COPY TO:
                                        
                            Steven C. Browne, Esq.
                        Testa, Hurwitz & Thibeault, LLP
                               High Street Tower
                                125 High Street
                          Boston, Massachusetts 02110
                                (617) 248-7000

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                           Proposed Maximum        Proposed Maximum
 Title of Securities      Amount To Be          Offering          Aggregate Offering          Amount of
  To Be Registered        Registered        Price Per Share            Price              Registration Fee
-------------------      ------------      ----------------     ------------------        ----------------
1997 STOCK                                                                            
OPTION PLAN              160,000 shares       $  35.00(1)       $  5,600,000.00               $1,652.00
Common Stock                                                                          
(Par Value $.01)         290,000 shares       $  50.50(2)       $ 14,645,000.00               $4,320.28
                         --------------       -----------       ---------------               ---------
TOTAL                    450,000 shares                         $ 20,245,000.00               $5,972.28
                         ==============                         ===============               =========
Preferred Stock    
Purchase Rights (3)
===========================================================================================================
(1)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 160,000 shares at an exercise price of $35.00 per
     share.  Pursuant to Rule 457(h)(1) of the Securities Act of 1933 (the
     "Securities Act"), the aggregate offering price and the fee have been
     computed upon the basis of the price at which the options may be exercised.

(2)  The price of $50.50 per share, which is the average of the high and low
     price of the Common Stock of the Registrant as reported on the Nasdaq
     National Market on April 8, 1998, is set forth solely for purposes of
     calculating the filing fee pursuant to Rule 457(c) of the Securities Act
     and has been used only for those shares without a fixed exercise price.

(3)  Pursuant to the Rights Agreement of the Registrant, one right to purchase a
     unit of preferred stock of the Registrant (each a "Preferred Stock Purchase
     Right" or "Right") is deemed to be delivered with each share of Common
     Stock issued by the Registrant.  The Rights currently are not separately
     transferable apart from the Common Stock, nor are they exercisable until
     the occurrence of certain events.  Accordingly, no independent value has
     been attributed to the Rights.

================================================================================
-2-

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
         ---------------- 

         The documents containing the information specified in this Item 1 will
be sent or given to employees and consultants of the Registrant or others as
specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission") and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.
         ----------------------------------------------------------- 

         The documents containing the information specified in this Item 2 will
be sent or given to employees and consultants of the Registrant or others as
specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules
and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

    (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1997 (File No. 0-21040).

    (b)  The description of the Registrant's Common Stock, $.01 par value per
         share, contained in the Registrant's Registration Statement on Form 8-A
         filed pursuant to Section 12(g) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act"), on December 24, 1992, including any
         amendment or report filed for the purpose of updating such description
         (File No. 0-21040).

    (c)  The description of the Registrant's Preferred Stock Purchase Rights
         which accompany each share of the Registrant's Common Stock contained
         in the Registrant's Registration Statement on Form 8-A filed pursuant
         to the Exchange Act on July 1, 1997, including any amendment or report
         filed for the purpose of updating such description (File No. 0-21040).

         All documents subsequently filed with the Commission 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 securities
offered herein have been sold or which deregisters all securities then
-3-

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 of such
documents.

Item 4.  Description of Securities.
         ------------------------- 

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.
         ------------------------------------- 

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

         The Delaware General Corporation Law, the Amended and Restated
Certificate of Incorporation, as amended, of the Registrant and the Registrant's
Amended and Restated By-laws provide for indemnification of the Registrant's
directors and officers for liabilities and expenses that they may incur in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to any
criminal action or proceeding, actions that the indemnitee had no reasonable
cause to believe were unlawful. The Registrant maintains directors' and
officers' liability insurance to insure the directors and certain officers of
the Registrant against certain liabilities and certain expenses in connection
therewith which arise out of or in connection with their capacities as such.

Item 7.  Exemption From Registration Claimed.
         ----------------------------------- 

         Not applicable.

Item 8.  Exhibits.
         -------- 

        Exhibit No.                Description of Exhibit
        -----------                ----------------------
                    
           4.1              Amended and Restated Certificate of
                            Incorporation of the Registrant, as amended
                            (filed as Exhibit 4.1 to the Registrant's
                            Registration Statement on Form S-3 (File
                            No. 333-43127), and incorporated herein by
                            reference).
                    
           4.2              Amended and Restated By-laws of the
                            Registrant (filed as Exhibit 3.2 to the
                            Registrant's Registration Statement on Form
                            S-1 (File No. 33-56338) and incorporated
                            herein by reference).
                    
           4.3              Specimen Stock certificate representing the
                            Common Stock of the Registrant (filed as
                            Exhibit 4.1 to the Registrant's
                            Registration Statement on Form S-1 (File
                            No. 33-56338) and incorporated herein by
                            reference).
-4-

        Exhibit No.                 Description of Exhibit
        -----------                 ----------------------
                     
                     
           4.4               Rights Agreement, dated as of June 23,
                             1997, by and between Cambridge Technology
                             Partners (Massachusetts), Inc. and
                             ChaseMellon Shareholder Services, LLC, as
                             Rights Agent (filed as Exhibit 4.1 to the
                             Registrant's Report on Form 8-K, dated June
                             23, 1997, and filed on July 1, 1997 (File
                             No. 0-21040) and incorporated herein by
                             reference). 
                     
           5                 Opinion of Testa, Hurwitz & Thibeault, LLP
                             (filed herewith).
                     
          23.1               Consent of Testa, Hurwitz & Thibeault, LLP
                             (included in Exhibit 5).
                     
          23.2               Consent of Coopers & Lybrand L.L.P. (filed
                             herewith).
                     
          24                 Power of Attorney (included on signature
                             page 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:

               (i)     To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

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

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

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.
-5-

            (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.

     (b)    The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 (and, where
            applicable, each filing of an employee benefit plan's annual report
            pursuant to Section 15(d) of the Securities Exchange Act of 1934)
            that is incorporated by reference in the Registration Statement
            shall be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities at
            that time shall be deemed to be the initial bona fide offering
            thereof.

     (c)    Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act and
            is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer
            or controlling person of the Registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the Registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.
-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 the City of Cambridge and the Commonwealth of Massachusetts, on
this 10th day of April, 1998.

                                        Cambridge Technology Partners
                                        (Massachusetts), Inc.

                                    By: /s/ Arthur M. Toscanini
                                        ------------------------------
                                        Arthur M. Toscanini
                                        Executive Vice President, Finance

     EACH PERSON WHOSE SIGNATURE appears below this registration statement
hereby constitutes and appoints James K. Sims, Arthur M. Toscanini and James P.
O'Hare and each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities (until revoked in writing) to sign all amendments (including post-
effective amendments) to this  Registration Statement on Form S-8 of Cambridge
Technology Partners (Massachusetts), Inc., and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission or any state securities commission or other
governmental entity pertaining to such registration and sale, 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 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, may lawfully do or cause to be done by virtue hereof.
Signature                                  Capacity                            Date
/s/ James K. Sims                           Chief Executive Officer,                April 10, 1998
------------------------------------        President and Director                               
James K. Sims                               (Principal Executive Officer)                        
                                                                                                 
/s/ Arthur M. Toscanini                     Executive Vice President,               April 10, 1998
------------------------------------        Finance, Chief Financial Officer                     
Arthur M. Toscanini                         and Treasurer (Principal                             
                                            Financial Officer and Principal                      
                                            Accounting Officer)                                  
                                                                                                 
/s/ Warren V. Musser                        Director                                April 10, 1998
------------------------------------                                                             
Warren V. Musser                                                                                 

/s/ Robert E. Keith, Jr.                    Director                                April 10, 1998
------------------------------------                                                             
Robert E. Keith, Jr.                                                                             

/s/ Jack L. Messman                         Director                                April 10, 1998
------------------------------------                                                             
Jack L. Messman
-7-
/s/ John W. Poduska, Sr., Ph.D.             Director                                April 10, 1998
------------------------------------                                                             
John W. Poduska, Sr., Ph.D.                                                                      

                                            Director                                April 10, 1998
------------------------------------                                                             
James I. Cash, Jr., Ph.D.                                                                        

/s/ James D. Robinson III                   Director                                April 10, 1998 
------------------------------------
James D. Robinson III
-8-

                               INDEX TO EXHIBITS

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

                  4.1                   Amended and Restated Certificate of
                                        Incorporation of the Registrant, as
                                        amended (filed as Exhibit 4.1 to the
                                        Registrant's Registration Statement on
                                        Form S-3 (File No. 333-43127), and
                                        incorporated herein by reference).

                  4.2                   Amended and Restated By-laws of the
                                        Registrant (filed as Exhibit 3.2 to the
                                        Registrant's Registration Statement on
                                        Form S-1 (File No. 33-56338) and
                                        incorporated herein by reference).

                  4.3                   Specimen Stock certificate representing
                                        the Common Stock of the Registrant
                                        (filed as Exhibit 4.1 to the
                                        Registrant's Registration Statement on
                                        Form S-1 (File No. 33-56338) and
                                        incorporated herein by reference).

                  4.4                   Rights Agreement, dated as of June 23,
                                        1997, by and between Cambridge
                                        Technology Partners (Massachusetts),
                                        Inc. and ChaseMellon Shareholder
                                        Services, LLC, as Rights Agent (filed as
                                        Exhibit 4.1 to the Registrant's Report
                                        on Form 8-K, dated June 23, 1997, and
                                        filed on July 1, 1997 (File No. 0-21040)
                                        and incorporated herein by reference).

                  5                     Opinion of Testa, Hurwitz & Thibeault,
                                        LLP (filed herewith).

                 23.1                   Consent of Testa, Hurwitz & Thibeault,
                                        LLP (included in Exhibit 5).
                                        
                 23.2                   Consent of Coopers & Lybrand L.L.P.
                                        (filed herewith).
                                        
                 24                     Power of Attorney (included on signature
                                        page hereto).