<PAGE>   1
      As filed with the Securities and Exchange Commission on May 19, 1999
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------
                            NEXTERA ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            95-4700410
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                               ONE CRANBERRY HILL
                         LEXINGTON, MASSACHUSETTS 02421
                                 (781) 778-4400

          (Address of principal executive offices, including zip code,
                             and telephone number)

         THE 1998 EQUITY PARTICIPATION PLAN OF NEXTERA ENTERPRISES, INC.
                            (Full title of the plan)


     MICHAEL P. MULDOWNEY                                    Copies to:
    CHIEF FINANCIAL OFFICER                              DAVID A. HAHN, ESQ.
   NEXTERA ENTERPRISES, INC.                              LATHAM & WATKINS
      ONE CRANBERRY HILL                             701 "B" STREET, SUITE 2100
LEXINGTON, MASSACHUSETTS  02421                      SAN DIEGO, CALIFORNIA 92101
        (781) 778-4400                                     (619) 236-1234

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
             Title of Securities                      Amount           Proposed Maximum     Proposed Maximum          Amount of
              to be Registered                         to be            Offering Price     Aggregate Offering       Registration
                                                    Registered(1)          Per Share              Price                  Fee
================================================================================================================================
<S>                                                 <C>                <C>                 <C>                      <C>   
Class A Common Stock, $.001 par value                6,993,537                $(2)          $58,609,030(2)           $16,294
================================================================================================================================
</TABLE>

(1) A maximum of 7,000,000 shares of Class A Common Stock are reserved for
    issuance under The 1998 Equity Participation Plan of Nextera Enterprises, 
    Inc.(the "1998 Plan"). Of these 7,000,000 shares of Class A Common Stock, 
    6,463 have been issued upon exercise of options and are not being registered
    hereunder.

(2) This estimate is made pursuant to Rule 457(h) solely for purposes of
    calculating the registration fee, and is determined according to the 
    following offering price information: of the 6,993,537 shares of Class A 
    Common Stock reserved for issuance under the 1998 Plan being registered 
    hereunder, (i) 134,400 shares of Class A Common Stock are subject to 
    outstanding options with an exercise price of $0.50 per share, (ii) 904,107 
    shares of Class A Common Stock are subject to outstanding options with an 
    exercise price of $5.00 per share, (iii) 1,432,233 shares of Class A Common 
    Stock are subject to outstanding options with an exercise price of $7.50 per
    share, (iv) 688,000 shares of Class A Common Stock are subject to 
    outstanding options with an exercise price of $11.00 per share, and (v)
    3,834,797 shares of Class A Common Stock are reserved for issuance upon 
    exercise of options to be granted in the future. Pursuant to Rule 457(h), 
    for all shares of Class A Common Stock being registered hereunder with an 
    exercise price which cannot be presently determined (3,834,797 shares of
    Class A Common Stock under the 1998 Plan), the Proposed Maximum Offering
    Price Per Share $9.313 per share of Class A Common Stock, which is based on 
    the average of the high and low prices for the Class A Common Stock as
    reported on The Nasdaq National Market on May 18, 1999.

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


<PAGE>   2
                                     PART I

ITEM 1. PLAN INFORMATION.

        Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Not required to be filed with this Registration Statement.


                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

                (a)     the Registrant's Prospectus filed pursuant to Rule
        424(b) under the Securities Act of 1933, as amended (the "Securities
        Act"), filed on May 18, 1999;

                (b)     the description of the Registrant's Class A Common Stock
        contained in the Registrant's Registration Statement on Form 8-A filed
        on May 7, 1999, pursuant to Section 12(g) of the Securities Exchange Act
        of 1934, as amended (the "Exchange Act").

        All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date this Registration
Statement is filed with the Commission and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
of it from the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.


                                       2
<PAGE>   3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Latham & Watkins personnel own an aggregate of 7,300 shares of Class A
Common Stock. Latham & Watkins provides legal services to the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The General Corporation Law of the State of Delaware (the "DGCL")
permits a Delaware corporation to indemnify officers, directors, employees and
agents for actions taken in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, which they had no reasonable cause to believe
was unlawful. The DGCL also provides that a corporation may advance the expenses
of defense (upon receipt of a written undertaking to reimburse the corporation
if it is ultimately determined that such individual is not entitled to
indemnification) and must reimburse a successful defendant for expenses,
including attorneys' fees, actually and reasonably incurred. The DGCL further
provides that indemnification may not be made for any claim, issue or matter as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, except
only to the extent a court determines that the person is entitled to indemnify
for such expenses that such court deems proper. The DGCL also permits a
corporation to purchase and maintain liability insurance for its directors and
officers.

        The Registrant's Amended and Restated Certificate of Incorporation and
Bylaws provide that the Registrant shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Registrant) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action or suit or proceeding if
he/she acted in good faith and in a manner he/she reasonably believed to be in
or not opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission. The
Registrant has entered into indemnification agreements with its officers and
directors containing provisions which may require the Registrant, among other
things, to indemnify the officers and directors against certain liabilities that
may arise by reason of their status or service as directors or officers (other
than liabilities arising from willful misconduct of a culpable nature), and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified. The Registrant maintains insurance on behalf of
its directors and officers, insuring them against liabilities that they may
incur in such capacities or arising out of such status.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.


                                       3
<PAGE>   4
ITEM 8. EXHIBITS.

        The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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, as amended (the
                "Securities Act");

                        (ii)    To reflect in the prospectus any facts or events
                arising after the effective date of this 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 this Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective Registration Statement;

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

         provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration
         Statement is on Form S-3, Form S-8 or Form F-3, and the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed with or furnished to
         the Commission by the Registrant pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in this Registration
         Statement.

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

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


                                       4
<PAGE>   5
        (b)     The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       5
<PAGE>   6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lexington, State of Massachusetts, on this 19th day
of May 1999.

                                NEXTERA ENTERPRISES, INC.

                                By:  /s/    GRESHAM T. BREBACH, JR.             
                                     -------------------------------------------
                                            GRESHAM T. BREBACH, JR.
                                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Gresham T. Brebach, Jr. his true and
lawful attorney-in-fact, acting alone, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments including post-effective amendments
and any registration statement filed pursuant to Rule 462(b) under the
Securities Act to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute, may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
                 SIGNATURE                                            TITLE                          DATE
                 ---------                                            -----                          ----
<S>                                               <C>                                              <C>

/s/       GRESHAM T. BREBACH, JR.                 President, Chief Executive Officer and           May 19, 1999
-------------------------------------------       Chairman of the Board of Directors
          Gresham T. Brebach, Jr.                 (Principal Executive Officer)     
                                                  

/s/        MICHAEL P. MULDOWNEY                   Chief Financial Officer (Principal               May 19, 1999
-------------------------------------------       Financial and Accounting Officer)
           Michael P. Muldowney                

/s/          RONALD K. BOHLIN                     Chief Operating Officer and Director             May 19, 1999
-------------------------------------------
             Ronald K. Bohlin

/s/            ROGER BROSSY                       Director                                         May 19, 1999
-------------------------------------------
               Roger Brossy

/s/           RALPH FINERMAN                      Director                                         May 19, 1999
-------------------------------------------
              Ralph Finerman

/s /          STEVEN B. FINK                      Director                                         May 19, 1999
-------------------------------------------
              Steven B. Fink

/s/          STANLEY E. MARON                     Director                                         May 19, 1999
-------------------------------------------
             Stanley E. Maron

/s /        RICHARD V. SANDLER                    Director                                         May 19, 1999
-------------------------------------------
            Richard V. Sandler

/s/          MICHAEL D. ROSE                      Director                                         May 19, 1999
-------------------------------------------
             Michael D. Rose
</TABLE>


                                       6
<PAGE>   7
                                  EXHIBIT INDEX


EXHIBIT

4.1     The 1998 Equity Participation Plan of Nextera Enterprises, Inc.
        (incorporated by reference to Exhibit 10.1 to Amendment No. 6 to the
        Company's Registration Statement on Form S-1 as filed with the
        Commission on May 6, 1999 (File No. 333-63789)

5.1     Opinion of Latham & Watkins.

23.1.1  Consent of Ernst & Young LLP, Independent Auditors.

23.1.2  Consent of Ernst & Young LLP, Independent Auditors.

23.1.3  Consent of BDO Seidman, LLP, Independent Certified Public Accountants.

23.1.4  Consent of Ernst & Young LLP, Independent Auditors.

23.1.5  Consent of Harte Carucci & Driscoll, P.C., Independent Auditors.

23.1.6  Consent of Farkouh, Furman & Faccio, Independent Auditors.

23.1.7  Consent of Grant Thornton

23.1.8  Consent of Ernst & Young LLP, Independent Auditors.

23.1.9  Consent of Ernst & Young LLP, Independent Auditors.  

23.2    Consent of Latham & Watkins (included in Exhibit 5.1 hereto).

24.1    Power of Attorney (included on signature page hereto).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20855}]
{"company-data": {"conformed-name": "NEXTERA ENTERPRISES INC", "cik": "0001070534", "assigned-sic": "8742", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78825", "film-number": "99630766"}, "business-address": {"street1": "ONE CRANBERRY HILL", "city": "LEXINGTON", "state": "MA", "zip": "02421", "phone": "7817784400"}}
1
      As filed with the Securities and Exchange Commission on May 19, 1999
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------
                            NEXTERA ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            95-4700410
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                               ONE CRANBERRY HILL
                         LEXINGTON, MASSACHUSETTS 02421
                                 (781) 778-4400

          (Address of principal executive offices, including zip code,
                             and telephone number)

         THE 1998 EQUITY PARTICIPATION PLAN OF NEXTERA ENTERPRISES, INC.
                            (Full title of the plan)

     MICHAEL P. MULDOWNEY                                    Copies to:
    CHIEF FINANCIAL OFFICER                              DAVID A. HAHN, ESQ.
   NEXTERA ENTERPRISES, INC.                              LATHAM & WATKINS
      ONE CRANBERRY HILL                             701 "B" STREET, SUITE 2100
LEXINGTON, MASSACHUSETTS  02421                      SAN DIEGO, CALIFORNIA 92101
        (781) 778-4400                                     (619) 236-1234

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

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
             Title of Securities                      Amount           Proposed Maximum     Proposed Maximum          Amount of
              to be Registered                         to be            Offering Price     Aggregate Offering       Registration
                                                    Registered(1)          Per Share              Price                  Fee
================================================================================================================================
Class A Common Stock, $.001 par value                6,993,537                $(2)          $58,609,030(2)           $16,294
================================================================================================================================
(1) A maximum of 7,000,000 shares of Class A Common Stock are reserved for
    issuance under The 1998 Equity Participation Plan of Nextera Enterprises, 
    Inc.(the "1998 Plan"). Of these 7,000,000 shares of Class A Common Stock, 
    6,463 have been issued upon exercise of options and are not being registered
    hereunder.

(2) This estimate is made pursuant to Rule 457(h) solely for purposes of
    calculating the registration fee, and is determined according to the 
    following offering price information: of the 6,993,537 shares of Class A 
    Common Stock reserved for issuance under the 1998 Plan being registered 
    hereunder, (i) 134,400 shares of Class A Common Stock are subject to 
    outstanding options with an exercise price of $0.50 per share, (ii) 904,107 
    shares of Class A Common Stock are subject to outstanding options with an 
    exercise price of $5.00 per share, (iii) 1,432,233 shares of Class A Common 
    Stock are subject to outstanding options with an exercise price of $7.50 per
    share, (iv) 688,000 shares of Class A Common Stock are subject to 
    outstanding options with an exercise price of $11.00 per share, and (v)
    3,834,797 shares of Class A Common Stock are reserved for issuance upon 
    exercise of options to be granted in the future. Pursuant to Rule 457(h), 
    for all shares of Class A Common Stock being registered hereunder with an 
    exercise price which cannot be presently determined (3,834,797 shares of
    Class A Common Stock under the 1998 Plan), the Proposed Maximum Offering
    Price Per Share $9.313 per share of Class A Common Stock, which is based on 
    the average of the high and low prices for the Class A Common Stock as
    reported on The Nasdaq National Market on May 18, 1999.

================================================================================
2
                                     PART I

ITEM 1. PLAN INFORMATION.

        Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Not required to be filed with this Registration Statement.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

                (a)     the Registrant's Prospectus filed pursuant to Rule
        424(b) under the Securities Act of 1933, as amended (the "Securities
        Act"), filed on May 18, 1999;

                (b)     the description of the Registrant's Class A Common Stock
        contained in the Registrant's Registration Statement on Form 8-A filed
        on May 7, 1999, pursuant to Section 12(g) of the Securities Exchange Act
        of 1934, as amended (the "Exchange Act").

        All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date this Registration
Statement is filed with the Commission and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
of it from the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

                                       2
3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Latham & Watkins personnel own an aggregate of 7,300 shares of Class A
Common Stock. Latham & Watkins provides legal services to the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The General Corporation Law of the State of Delaware (the "DGCL")
permits a Delaware corporation to indemnify officers, directors, employees and
agents for actions taken in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, which they had no reasonable cause to believe
was unlawful. The DGCL also provides that a corporation may advance the expenses
of defense (upon receipt of a written undertaking to reimburse the corporation
if it is ultimately determined that such individual is not entitled to
indemnification) and must reimburse a successful defendant for expenses,
including attorneys' fees, actually and reasonably incurred. The DGCL further
provides that indemnification may not be made for any claim, issue or matter as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, except
only to the extent a court determines that the person is entitled to indemnify
for such expenses that such court deems proper. The DGCL also permits a
corporation to purchase and maintain liability insurance for its directors and
officers.

        The Registrant's Amended and Restated Certificate of Incorporation and
Bylaws provide that the Registrant shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Registrant) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action or suit or proceeding if
he/she acted in good faith and in a manner he/she reasonably believed to be in
or not opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission. The
Registrant has entered into indemnification agreements with its officers and
directors containing provisions which may require the Registrant, among other
things, to indemnify the officers and directors against certain liabilities that
may arise by reason of their status or service as directors or officers (other
than liabilities arising from willful misconduct of a culpable nature), and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified. The Registrant maintains insurance on behalf of
its directors and officers, insuring them against liabilities that they may
incur in such capacities or arising out of such status.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

                                       3
4
ITEM 8. EXHIBITS.

        The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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, as amended (the
                "Securities Act");

                        (ii)    To reflect in the prospectus any facts or events
                arising after the effective date of this 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 this Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective Registration Statement;

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

         provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration
         Statement is on Form S-3, Form S-8 or Form F-3, and the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed with or furnished to
         the Commission by the Registrant pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in this Registration
         Statement.

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

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

                                       4
5
        (b)     The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lexington, State of Massachusetts, on this 19th day
of May 1999.

                                NEXTERA ENTERPRISES, INC.

                                By:  /s/    GRESHAM T. BREBACH, JR.             
                                     -------------------------------------------
                                            GRESHAM T. BREBACH, JR.
                                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Gresham T. Brebach, Jr. his true and
lawful attorney-in-fact, acting alone, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments including post-effective amendments
and any registration statement filed pursuant to Rule 462(b) under the
Securities Act to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute, may lawfully do or cause to be done by
virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                                            TITLE                          DATE
                 ---------                                            -----                          ----
/s/       GRESHAM T. BREBACH, JR.                 President, Chief Executive Officer and           May 19, 1999
-------------------------------------------       Chairman of the Board of Directors
          Gresham T. Brebach, Jr.                 (Principal Executive Officer)     
                                                  

/s/        MICHAEL P. MULDOWNEY                   Chief Financial Officer (Principal               May 19, 1999
-------------------------------------------       Financial and Accounting Officer)
           Michael P. Muldowney                

/s/          RONALD K. BOHLIN                     Chief Operating Officer and Director             May 19, 1999
-------------------------------------------
             Ronald K. Bohlin

/s/            ROGER BROSSY                       Director                                         May 19, 1999
-------------------------------------------
               Roger Brossy

/s/           RALPH FINERMAN                      Director                                         May 19, 1999
-------------------------------------------
              Ralph Finerman

/s /          STEVEN B. FINK                      Director                                         May 19, 1999
-------------------------------------------
              Steven B. Fink

/s/          STANLEY E. MARON                     Director                                         May 19, 1999
-------------------------------------------
             Stanley E. Maron

/s /        RICHARD V. SANDLER                    Director                                         May 19, 1999
-------------------------------------------
            Richard V. Sandler

/s/          MICHAEL D. ROSE                      Director                                         May 19, 1999
-------------------------------------------
             Michael D. Rose
6
7
                                  EXHIBIT INDEX

EXHIBIT

4.1     The 1998 Equity Participation Plan of Nextera Enterprises, Inc.
        (incorporated by reference to Exhibit 10.1 to Amendment No. 6 to the
        Company's Registration Statement on Form S-1 as filed with the
        Commission on May 6, 1999 (File No. 333-63789)

5.1     Opinion of Latham & Watkins.

23.1.1  Consent of Ernst & Young LLP, Independent Auditors.

23.1.2  Consent of Ernst & Young LLP, Independent Auditors.

23.1.3  Consent of BDO Seidman, LLP, Independent Certified Public Accountants.

23.1.4  Consent of Ernst & Young LLP, Independent Auditors.

23.1.5  Consent of Harte Carucci & Driscoll, P.C., Independent Auditors.

23.1.6  Consent of Farkouh, Furman & Faccio, Independent Auditors.

23.1.7  Consent of Grant Thornton

23.1.8  Consent of Ernst & Young LLP, Independent Auditors.

23.1.9  Consent of Ernst & Young LLP, Independent Auditors.  

23.2    Consent of Latham & Watkins (included in Exhibit 5.1 hereto).

24.1    Power of Attorney (included on signature page hereto).