<PAGE>
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1998.

                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC. 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.
                            1991 STOCK OPTION PLAN
                           (Full Title of the Plan)
                         _____________________________

                              ARTHUR M. TOSCANINI
                            Chief Financial Officer
              Cambridge Technology Partners (Massachusetts), Inc.
                               304 Vassar Street
                        Cambridge, Massachusetts 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                 Amount of
 To Be Registered          Registered           Price Per Share         Offering Price          Registration Fee 
 ----------------          ----------       -----------------------  --------------------       ----------------
<S>                   <C>                   <C>                      <C>                         <C>
1991 STOCK OPTION
 PLAN                     1,801,460 shares         $35.00(1)              $ 63,051,100.00             $18,600.07
Common Stock                739,750 shares         $36.00(2)              $ 26,631,000.00             $ 7,856.15
(Par Value $.01)            764,400 shares         $33.00(3)              $ 25,225,200.00             $ 7,441.43
                            308,424 shares         $22.88(4)              $  7,056,741.12             $ 2,081.74
                            385,966 shares         $49.41(5)              $ 19,070,580.06             $ 5,625.82
                          ----------------                                ---------------
TOTAL:                    4,000,000 shares                                $141,034,621.18             $41,605.21
                          ================                                ===============             ==========
Preferred Stock
 Purchase Rights (6)
================================================================================================================
</TABLE>
(1)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 1,801,460 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)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 739,750 shares at an exercise price of $36.00 per
     share.  Pursuant to Rule 457(h)(1) of 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.

(3)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 764,400 shares at an exercise price of $33.00 per
     share.  Pursuant to Rule 457(h)(1) of 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.

(4)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 308,424 shares at an exercise price of $22.88 per
     share.  Pursuant to Rule 457(h)(1) of 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.

(5)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 385,966 shares at an exercise price of $49.41 per
     share.  Pursuant to Rule 457(h)(1) of 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.

(6)  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-


     This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 33-70114 on
Form S-8 as filed with the Securities and Exchange Commission (the "Commission")
on October 8, 1993 is effective.  Pursuant to General Instruction E of Form S-8,
the contents of the above listed Registration Statement are hereby incorporated
by reference herein.

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

     In addition to the documents incorporated by reference in Item 3 of
Registration Statement No. 33-70114 on Form S-8, the following document filed
with the Commission is incorporated by reference in this Registration Statement:

     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).
<PAGE>
 
                                      -3-

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

<TABLE>
<CAPTION>
        Exhibit No.                            Description of Exhibit
        -----------                            -----------------------                 
<C>                             <S>
           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                  Amended and Restated 1991 Stock Option Plan of the
                                Registrant (filed as Exhibit 10.2 to the
                                Registrant's Annual Report on Form 10-K for the
                                fiscal year ended December 31, 1997, File No.
                                0-21040, and incorporated herein by reference).

           4.5                  Form of Incentive Stock Option Agreement for
                                Executive Officers, as amended, under the Amended
                                and Restated 1991 Stock Option Plan of the
                                Registrant (filed as Exhibit 10.5 to the
                                Registrant's Annual Report on Form 10-K for the
                                fiscal year December 31, 1997, File No. 0-21040,
                                and incorporated herein by reference).

           4.6                  Form of Incentive Stock Option Agreement for
                                Non-Executive Officer Employees, as amended, under
                                the Amended and Restated 1991 Stock Option Plan of
                                the Registrant (filed as Exhibit 10.6 to the
                                Registrant's Annual Report on Form 10-K for the
                                fiscal year December 31, 1997, File No. 0-21040,
                                and incorporated herein by reference).

</TABLE> 
<PAGE>
 
                                      -4-

<TABLE>
<CAPTION>

        Exhibit No.                            Description of Exhibit
        -----------                            -----------------------                 
<C>                             <S>
                       
           4.7                  Form of Non-Qualified Stock Option Agreement for
                                Executive Officers, as amended, under the Amended
                                and Restated 1991 Stock Option Plan of the
                                Registrant (filed as Exhibit 10.5 to the
                                Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended June 30, 1997, File No. 0-21040, and
                                incorporated herein by reference).

           4.8                  Form of Non-Qualified Stock Option Agreement for
                                Non-Executive Officer Employees, as amended, under
                                the Amended and Restated 1991 Stock Option Plan of
                                the Registrant (filed as Exhibit 10.6 to the
                                Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended June 30, 1997, File No. 0-21040, and
                                incorporated herein by reference).

           4.9                  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).
</TABLE>
<PAGE>
 
                                      -5-

                                   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 and Arthur M. Toscanini 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>

                                   Chief Executive Officer,                 April 10, 1998
---------------------------------  President and Director (Principal
James K. Sims                      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.

                                   Director                                 April 10, 1998
---------------------------------
Jack L. Messman
</TABLE> 
<PAGE>
 
                                      -6-

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

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

/s/ James I. Cash, Jr., 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>
 
                                      -7-


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
        Exhibit No.                           Description of Exhibit
        -----------                           -----------------------                 
<C>                            <S>
           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                 Amended and Restated 1991 Stock Option Plan of the
                               Registrant (filed as Exhibit 10.2 to the
                               Registrant's Annual Report on Form 10-K for the
                               fiscal year ended December 31, 1997, File No.
                               0-21040, and incorporated herein by reference).

           4.5                 Form of Incentive Stock Option Agreement for
                               Executive Officers, as amended, under the Amended
                               and Restated 1991 Stock Option Plan of the
                               Registrant (filed as Exhibit 10.5 to the
                               Registrant's Annual Report on Form 10-K for the
                               fiscal year December 31, 1997, File No. 0-21040,
                               and incorporated herein by reference).

           4.6                 Form of Incentive Stock Option Agreement for
                               Non-Executive Officer Employees, as amended, under
                               the Amended and Restated 1991 Stock Option Plan of
                               the Registrant (filed as Exhibit 10.6 to the
                               Registrant's Annual Report on Form 10-K for the
                               fiscal year December 31, 1997, File No. 0-21040,
                               and incorporated herein by reference).

</TABLE> 
<PAGE>
 
                                      -8-

<TABLE>
<CAPTION>

        Exhibit No.                            Description of Exhibit
        -----------                            -----------------------                 
<C>                             <S>
                       
           4.7                  Form of Non-Qualified Stock Option Agreement for
                                Executive Officers, as amended, under the Amended
                                and Restated 1991 Stock Option Plan of the
                                Registrant (filed as Exhibit 10.5 to the
                                Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended June 30, 1997, File No. 0-21040, and
                                incorporated herein by reference).

           4.8                  Form of Non-Qualified Stock Option Agreement for
                                Non-Executive Officer Employees, as amended, under
                                the Amended and Restated 1991 Stock Option Plan of
                                the Registrant (filed as Exhibit 10.6 to the
                                Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended June 30, 1997, File No. 0-21040, and
                                incorporated herein by reference).

           4.9                  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).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22196}]
{"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": "333-49895", "film-number": "98591613"}, "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, DC. 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.
                            1991 STOCK OPTION PLAN
                           (Full Title of the Plan)
                         _____________________________

                              ARTHUR M. TOSCANINI
                            Chief Financial Officer
              Cambridge Technology Partners (Massachusetts), Inc.
                               304 Vassar Street
                        Cambridge, Massachusetts 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                 Amount of
 To Be Registered          Registered           Price Per Share         Offering Price          Registration Fee 
 ----------------          ----------       -----------------------  --------------------       ----------------
1991 STOCK OPTION
 PLAN                     1,801,460 shares         $35.00(1)              $ 63,051,100.00             $18,600.07
Common Stock                739,750 shares         $36.00(2)              $ 26,631,000.00             $ 7,856.15
(Par Value $.01)            764,400 shares         $33.00(3)              $ 25,225,200.00             $ 7,441.43
                            308,424 shares         $22.88(4)              $  7,056,741.12             $ 2,081.74
                            385,966 shares         $49.41(5)              $ 19,070,580.06             $ 5,625.82
                          ----------------                                ---------------
TOTAL:                    4,000,000 shares                                $141,034,621.18             $41,605.21
                          ================                                ===============             ==========
Preferred Stock
 Purchase Rights (6)
================================================================================================================
(1)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 1,801,460 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)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 739,750 shares at an exercise price of $36.00 per
     share.  Pursuant to Rule 457(h)(1) of 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.

(3)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 764,400 shares at an exercise price of $33.00 per
     share.  Pursuant to Rule 457(h)(1) of 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.

(4)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 308,424 shares at an exercise price of $22.88 per
     share.  Pursuant to Rule 457(h)(1) of 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.

(5)  All of such shares are issuable upon the exercise of outstanding options to
     purchase an aggregate of 385,966 shares at an exercise price of $49.41 per
     share.  Pursuant to Rule 457(h)(1) of 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.

(6)  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-

     This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 33-70114 on
Form S-8 as filed with the Securities and Exchange Commission (the "Commission")
on October 8, 1993 is effective.  Pursuant to General Instruction E of Form S-8,
the contents of the above listed Registration Statement are hereby incorporated
by reference herein.

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

     In addition to the documents incorporated by reference in Item 3 of
Registration Statement No. 33-70114 on Form S-8, the following document filed
with the Commission is incorporated by reference in this Registration Statement:

     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).
-3-

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).

           4.4                  Amended and Restated 1991 Stock Option Plan of the
                                Registrant (filed as Exhibit 10.2 to the
                                Registrant's Annual Report on Form 10-K for the
                                fiscal year ended December 31, 1997, File No.
                                0-21040, and incorporated herein by reference).

           4.5                  Form of Incentive Stock Option Agreement for
                                Executive Officers, as amended, under the Amended
                                and Restated 1991 Stock Option Plan of the
                                Registrant (filed as Exhibit 10.5 to the
                                Registrant's Annual Report on Form 10-K for the
                                fiscal year December 31, 1997, File No. 0-21040,
                                and incorporated herein by reference).

           4.6                  Form of Incentive Stock Option Agreement for
                                Non-Executive Officer Employees, as amended, under
                                the Amended and Restated 1991 Stock Option Plan of
                                the Registrant (filed as Exhibit 10.6 to the
                                Registrant's Annual Report on Form 10-K for the
                                fiscal year December 31, 1997, File No. 0-21040,
                                and incorporated herein by reference).
-4-
Exhibit No.                            Description of Exhibit
        -----------                            -----------------------
4.7                  Form of Non-Qualified Stock Option Agreement for
                                Executive Officers, as amended, under the Amended
                                and Restated 1991 Stock Option Plan of the
                                Registrant (filed as Exhibit 10.5 to the
                                Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended June 30, 1997, File No. 0-21040, and
                                incorporated herein by reference).

           4.8                  Form of Non-Qualified Stock Option Agreement for
                                Non-Executive Officer Employees, as amended, under
                                the Amended and Restated 1991 Stock Option Plan of
                                the Registrant (filed as Exhibit 10.6 to the
                                Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended June 30, 1997, File No. 0-21040, and
                                incorporated herein by reference).

           4.9                  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).
-5-

                                   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 and Arthur M. Toscanini 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
            ---------                           --------                           ----
Chief Executive Officer,                 April 10, 1998
---------------------------------  President and Director (Principal
James K. Sims                      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.

                                   Director                                 April 10, 1998
---------------------------------
Jack L. Messman
-6-
/s/ John W. Poduska, Sr., Ph.D.    Director                                 April 10, 1998
---------------------------------
John W. Poduska, Sr., Ph.D.

/s/ James I. Cash, Jr., 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
-7-

                                 EXHIBIT INDEX
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                 Amended and Restated 1991 Stock Option Plan of the
                               Registrant (filed as Exhibit 10.2 to the
                               Registrant's Annual Report on Form 10-K for the
                               fiscal year ended December 31, 1997, File No.
                               0-21040, and incorporated herein by reference).

           4.5                 Form of Incentive Stock Option Agreement for
                               Executive Officers, as amended, under the Amended
                               and Restated 1991 Stock Option Plan of the
                               Registrant (filed as Exhibit 10.5 to the
                               Registrant's Annual Report on Form 10-K for the
                               fiscal year December 31, 1997, File No. 0-21040,
                               and incorporated herein by reference).

           4.6                 Form of Incentive Stock Option Agreement for
                               Non-Executive Officer Employees, as amended, under
                               the Amended and Restated 1991 Stock Option Plan of
                               the Registrant (filed as Exhibit 10.6 to the
                               Registrant's Annual Report on Form 10-K for the
                               fiscal year December 31, 1997, File No. 0-21040,
                               and incorporated herein by reference).
-8-
Exhibit No.                            Description of Exhibit
        -----------                            -----------------------
4.7                  Form of Non-Qualified Stock Option Agreement for
                                Executive Officers, as amended, under the Amended
                                and Restated 1991 Stock Option Plan of the
                                Registrant (filed as Exhibit 10.5 to the
                                Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended June 30, 1997, File No. 0-21040, and
                                incorporated herein by reference).

           4.8                  Form of Non-Qualified Stock Option Agreement for
                                Non-Executive Officer Employees, as amended, under
                                the Amended and Restated 1991 Stock Option Plan of
                                the Registrant (filed as Exhibit 10.6 to the
                                Registrant's Quarterly Report on Form 10-Q for the
                                quarter ended June 30, 1997, File No. 0-21040, and
                                incorporated herein by reference).

           4.9                  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).