SAPIENT CORP, 424B4, 1998-04-01

SAPIENT CORP
424B4, 1998-04-01
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE> 1

Filed pursuant to Rule 424(b)(4)
Registration No. 333-47889

1,687,500 SHARES

[SAPIENT LOGO]

COMMON STOCK
(PAR VALUE $0.01 PER SHARE)

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

Of the 1,687,500 shares of Common Stock offered hereby, 400,000 shares are
being sold by Sapient Corporation and 1,287,500 shares are being sold by the
Selling Stockholders. The Company will not receive any of the proceeds from the
sale of the shares being sold by the Selling Stockholders. See "Selling
Stockholders".

The last reported sale price of the Common Stock, which is quoted under the
symbol "SAPE", on the Nasdaq National Market on March 31, 1998 was $47.375 per
share. See "Market Price of Common Stock".

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

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

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO PROCEEDS TO SELLING
OFFERING PRICE DISCOUNT(1) COMPANY(2) STOCKHOLDERS(2)
-------------- ------------ ----------- -------------------
<S> <C> <C> <C> <C>
Per Share............. $47.00 $2.45 $44.55 $44.55
Total(3).............. $79,312,500 $4,134,375 $17,820,000 $57,358,125

</TABLE>

- ---------------
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.

(2) Before deducting estimated expenses of $100,000 payable by the Company and
$225,000 payable by certain of the Selling Stockholders.

(3) The Company has granted the Underwriters an option for 30 days to purchase
up to an additional 253,125 shares at the initial public offering price per
share, less the underwriting discount, solely to cover over-allotments. If
such option is exercised in full, the total initial public offering price,
underwriting discount and proceeds to Company will be $91,209,375,
$4,754,531, and $29,096,719, respectively. See "Underwriting".

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

The shares offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that certificates
for the shares will be ready for delivery in New York, New York, on or about
April 6, 1998, against payment therefor in immediately available funds.

GOLDMAN, SACHS & CO.
DEUTSCHE MORGAN GRENFELL
MORGAN STANLEY DEAN WITTER
----------------------

The date of this Prospectus is March 31, 1998.
<PAGE> 2

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this Prospectus and in the documents incorporated
herein by reference constitute "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). For this purpose, any statements contained herein or
incorporated herein by reference that are not statements of historical fact may
be deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes," "plans," "expects" and similar expressions are intended to
identify forward-looking statements. There are a number of important factors
that could cause the results of the Company to differ materially from those
indicated by such forward-looking statements. These factors include those set
forth in "Risk Factors" herein.

Unless the context requires otherwise, references in this Prospectus to
"Sapient" and the "Company" refer to Sapient Corporation and its wholly owned
subsidiaries. The Company's executive offices are located at One Memorial Drive,
Cambridge, MA 02142, and its telephone number is (617)621-0200. The Company's
Internet address is http://www.sapient.com. Information located on the Company's
Web site is not a part of this Prospectus.

Sapient(R), QUADD(R) and RIP(R) are registered servicemarks of the Company.
All other trademarks and trade names referred to in this Prospectus are the
property of their respective owners.

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

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
SECURITIES AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING.
IN ADDITION, CERTAIN UNDERWRITERS (AND SELLING GROUP MEMBERS, IF ANY) ALSO MAY
ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ
NATIONAL MARKET, IN ACCORDANCE WITH RULE 103 UNDER THE SECURITIES EXCHANGE ACT
OF 1934. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
2
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements, including the Notes
thereto, appearing elsewhere in this Prospectus or incorporated herein by
reference. Except as otherwise noted herein, all information in this Prospectus
(i) gives effect to the two-for-one stock split effected by the Company as a
100% stock dividend distributed on March 9, 1998 to stockholders of record on
February 20, 1998 and (ii) assumes no exercise of the Underwriters'
over-allotment option. See "Underwriting".

THE COMPANY

Sapient is a leading provider of business and information technology
solutions implemented on a fixed-price, fixed-timeframe basis. Using
client/server and Web-based technologies, Sapient offers a variety of services
designed to help clients rapidly achieve their business objectives, including
implementation and integration of packaged software solutions, custom software
development, implementation of enterprise resource planning ("ERP") systems,
production support, and business and operational consulting. Sapient targets
clients in information-intensive industries, including Financial Services,
Energy Services, Manufacturing, Communications and Government.

Sapient delivers services using its proprietary QUADD (Quality Design and
Delivery) process. QUADD is a workshop-based methodology that emphasizes active
client participation to help visualize, prioritize and create time-critical
business and technology solutions. The Company believes that the QUADD process
is an important competitive differentiator that allows Sapient and its clients
to better understand the clients' business needs, and to design, develop,
integrate and implement solutions that address those needs. The QUADD process
consists of four stages: RIP workshop, Design, Implementation and Production.
The RIP (Rapid Implementation Plan) workshop is designed to rapidly identify the
client's needs and develop a strategy and action plan to meet those needs. The
Design workshop focuses on outlining the proposed process changes and required
information technology solutions. The Implementation stage primarily involves
the development and testing of the new applications or enhancements to
third-party packaged software applications or existing Sapient-developed
solutions. The Production stage primarily involves the maintenance, enhancement
and support of the solution after it is operational.

In December 1997, Sapient acquired EXOR Technologies, Inc. ("EXOR"), a
Dallas-based consulting and systems integration firm recognized as a leader in
implementing ERP solutions using Oracle applications. EXOR operates as a
division of the Company and is responsible for driving Sapient's growth in the
implementation of full-scale ERP applications.

RISK FACTORS

For a discussion of considerations relevant to an investment in the Common
Stock, see "Risk Factors."
THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company......................... 400,000 shares
Common Stock offered by the Selling Stockholders............ 1,287,500 shares
Common Stock to be outstanding after the offering........... 24,761,540 shares (1)
Nasdaq National Market symbol............................... SAPE
Use of proceeds............................................. For working capital and
other general corporate
purposes. See "Use of
Proceeds".
</TABLE>

- ---------------
(1) Based on the number of shares outstanding as of February 28, 1998. Does not
include 4,412,518 shares of Common Stock issuable upon exercise of stock
options outstanding as of February 28, 1998.

3
<PAGE> 4

SUMMARY CONSOLIDATED FINANCIAL DATA(1)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues............................. $90,360 $49,009 $24,481 $11,796 $ 5,916
Operating expenses:
Project personnel costs............ 43,816 22,985 11,723 4,434 1,940
Selling and marketing.............. 5,893 2,422 1,129 269 90
General and administrative......... 22,108 14,294 6,733 4,634 2,196
Acquisition costs.................. 560 -- -- -- --
------- ------- ------- ------- -------
Total operating expenses... 72,377 39,701 19,585 9,337 4,226
------- ------- ------- ------- -------
Income from operations............... 17,983 9,308 4,896 2,459 1,690
Interest income...................... 2,078 1,098 13 9 --
------- ------- ------- ------- -------
Income before income taxes........... 20,061 10,406 4,909 2,468 1,690
Income taxes......................... 7,703 3,936 1,995 879 691
------- ------- ------- ------- -------
Net income........................... $12,358 $ 6,470 $ 2,914 $ 1,589 $ 999
======= ======= ======= ======= =======
Basic net income per share........... $ 0.52 $ 0.30 $ 0.16 $ 0.08 $ 0.06
Diluted net income per share......... $ 0.47 $ 0.27 $ 0.14 $ 0.08 $ 0.05
Weighted average common shares....... 23,996 21,631 18,275 18,777 17,841
Weighted average common shares and
common share equivalents........... 26,079 24,056 21,126 20,842 20,196
<CAPTION>
DECEMBER 31, 1997
-------------------------
ACTUAL AS ADJUSTED(2)
------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $76,385 $ 94,105
Total assets................................................ 98,013 115,733
Total stockholders' equity (3).............................. 81,999 99,719

</TABLE>

- ---------------
(1) This summary consolidated financial data gives retroactive effect to the
Company's acquisition of EXOR in December 1997, which has been accounted for
as a pooling of interests. As a result of this business combination, the
financial information shown above has been restated to include the accounts
and results of operations of EXOR for all periods presented. See Note 12 of
Notes to Consolidated Financial Statements.
(2) Adjusted to give effect to the sale of the 400,000 shares of Common Stock
offered by the Company pursuant to the offering, after deducting the
underwriting discount and estimated offering expenses payable by the
Company.
(3) The Company has never declared or paid any cash dividends.

4
<PAGE> 5

RISK FACTORS

In addition to the other information included or incorporated by reference
in this Prospectus, the following risk factors should be considered carefully in
evaluating the Company and its business before purchasing the Common Stock
offered by this Prospectus. Except for the historical information contained
herein or incorporated herein by reference, the discussion in this Prospectus
contains certain forward-looking statements that involve risks and
uncertainties. The cautionary statements contained or incorporated by reference
in this Prospectus should be read as being applicable to all related
forward-looking statements wherever they appear or are incorporated by reference
in this Prospectus. The Company's actual results could differ materially from
those discussed here. Important factors that could cause or contribute to such
differences include those discussed below, as well as those discussed elsewhere
herein or incorporated herein by reference.

MANAGEMENT OF GROWTH

The Company's growth has placed significant demands on its management and
other resources. The Company's revenues increased approximately 84% in 1997 from
$49 million in 1996 to $90 million in 1997. The Company's staff increased from
530 full-time employees at December 31, 1996 to 817 at December 31, 1997. In
December 1997, the Company completed the acquisition of EXOR, a consulting and
systems integration firm based in Dallas, Texas. The Company's ability to manage
its growth effectively will require it to continue to develop and improve its
operational, financial and other internal systems, as well as its business
development capabilities, to train, motivate and manage its employees and to
successfully integrate acquired operations. In addition, the Company's future
success will depend in large part on its ability to continue to set fixed-price
fees accurately, maintain high rates of employee utilization and maintain
project quality. The Company's management has limited experience managing a
business of the Company's size or managing a public company. If the Company is
unable to manage its growth and projects effectively, such inability could have
a material adverse effect on the quality of the Company's services and products,
its ability to retain key personnel and its business, financial condition and
results of operations.

NEED TO ATTRACT AND RETAIN PROFESSIONAL STAFF

The Company's business is labor intensive. The Company's success will
depend in large part upon its ability to attract, retain, train and motivate
highly-skilled employees, particularly project managers and other senior
technical personnel. There is significant competition for employees with the
skills required to perform the services the Company offers. Qualified project
managers and senior technical staff are in great demand and are likely to remain
a limited resource for the foreseeable future. There can be no assurance that
the Company will be successful in attracting a sufficient number of
highly-skilled employees in the future, or that it will be successful in
retaining, training and motivating the employees it is able to attract, and any
inability to do so could impair the Company's ability to adequately manage and
complete its existing projects and to bid for or obtain new projects. If the
Company's employees are unable to achieve expected performance levels, the
Company's business, financial condition and results of operations could be
adversely affected.

CUSTOMER CONCENTRATION; DEPENDENCE ON LARGE PROJECTS

The Company has derived, and believes that it will continue to derive, a
significant portion of its revenues from a limited number of large clients. In
1997, the Company's five largest clients accounted for approximately 31% of its
revenues, with three clients each accounting for more than 5% of such revenues.
The volume of work performed for specific clients is likely to vary from year to
year, and a major client in one year may not use the Company's services in a
subsequent year. The loss of any large client could have a material adverse
effect on the Company's business, financial condition and results of operations.
In addition, revenues from a large client may constitute a significant portion
of the Company's total revenues in a particular quarter.
5
<PAGE> 6

Most of the Company's fixed-price contracts are terminable by the client
following limited notice and without significant penalty. The cancellation or a
significant reduction in the scope of a large project could have a material
adverse effect on the Company's business, financial condition and results of
operations. In addition, while the QUADD process is designed as an integrated
approach, each stage of the QUADD process represents a separate contractual
commitment at the end of which the client may elect not to proceed to the next
stage. A decision by any large client not to proceed with a project to the stage
anticipated by the Company could also have a material adverse effect on the
Company's business, financial condition and results of operations.

VARIABILITY OF QUARTERLY OPERATING RESULTS

The Company's revenues and earnings may fluctuate from quarter to quarter
based on such factors as the number, size and scope of projects in which the
Company is engaged, the contractual terms and degree of completion of such
projects, any delays incurred in connection with projects, employee utilization
rates (particularly utilization rates of employees who specialize in certain
third-party applications or architectures and of recently hired employees), the
adequacy of provisions for losses, the accuracy of estimates of resources
required to complete ongoing projects, and general economic conditions. A high
percentage of the Company's operating expenses, particularly personnel and rent,
are relatively fixed in advance of any particular quarter. As a result,
unanticipated variations in the number, or progress toward completion, of the
Company's projects or in employee utilization rates may cause significant
variations in operating results in any particular quarter and could result in
losses for such quarter. An unanticipated termination of a major project, a
client's decision not to proceed to the stage of a project anticipated by the
Company or the completion during a quarter of several major client projects,
could require the Company to maintain underutilized employees and could
therefore have a material adverse effect on the Company's business, financial
condition and results of operations.

FIXED-PRICE CONTRACTS

An important element of the Company's strategy is to enter into
fixed-price, fixed-timeframe contracts, rather than contracts in which payment
to the Company is determined on a time and materials basis. Consistent with this
strategy, the Company intends to provide its ERP system implementation services,
which historically have been provided by EXOR on a time and materials basis, on
a fixed-price, fixed-timeframe basis. The Company's failure to accurately
estimate the resources required for a project (including an ERP system
implementation, with respect to which the Company has limited experience) or its
failure to complete its contractual obligations in a manner consistent with the
project plan upon which its fixed-price, fixed-timeframe contract was based
would adversely affect the Company's overall profitability and could have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company has been required to commit unanticipated
additional resources to complete certain projects, which has resulted in losses
on certain contracts. The Company recognizes that it will experience similar
situations in the future. In addition, for certain projects the Company may fix
the price before the design specifications are finalized, which could result in
a fixed price that turns out to be too low and therefore adversely affect the
Company's profitability.

EMERGING MARKETS; DEPENDENCE ON PRINCIPAL SERVICE OFFERINGS

The Company has derived a significant portion of its revenues from projects
based primarily on client/server and Web-based architectures. These markets are
continuing to develop and are subject to rapid change. The Company's near-term
success is dependent in part on the continued acceptance of information
processing systems using client/server and Web-based architectures. Any factors
negatively affecting the acceptance of such technology could have a material
adverse effect on the Company's business, financial condition and results of
operations.

6
<PAGE> 7

The Company's success will also depend in part on its ability to develop
information technology solutions which keep pace with continuing changes in
technology, evolving industry standards and changing client preferences. There
can be no assurance that the Company will be successful in addressing these
developments on a timely basis or that if addressed the Company will be
successful in the marketplace. The Company's failure to address these
developments could have a material adverse effect on the Company's business,
financial condition and results of operations.

COMPETITION

The markets for the Company's services are highly competitive. The Company
believes that it currently competes principally with consulting and software
integration firms, application software vendors and internal information systems
groups. Many of these companies have significantly greater financial, technical
and marketing resources than the Company and generate greater revenues and have
greater name recognition than the Company. In addition, there are relatively low
barriers to entry into the Company's markets and the Company has faced, and
expects to continue to face, additional competition from new entrants into its
markets.

The Company believes that the principal competitive factors in its markets
include quality of service and deliverables, speed of development and
implementation, price, project management capability and technical and business
expertise. The Company believes that its ability to compete also depends in part
on a number of competitive factors outside its control, including the ability of
its competitors to hire, retain and motivate project managers and other senior
technical staff, the development by others of software that is competitive with
the Company's products and services and the extent of its competitors'
responsiveness to client needs. There can be no assurance that the Company will
be able to compete successfully with its competitors.

DEPENDENCE ON KEY PERSONNEL

The Company's success will depend in large part upon the continued services
of a number of key employees, including its founders and co-Chairmen of the
Board of Directors and co-Chief Executive Officers, Jerry A. Greenberg and J.
Stuart Moore. The Company's employment contracts with Messrs. Greenberg and
Moore and with the Company's other key personnel provide that employment is
terminable at will by either party. The loss of the services of either of
Messrs. Greenberg or Moore or of one or more of the Company's other key
personnel could have a material adverse effect on the Company. In addition, if
one or more of the Company's key employees resigns from the Company to join a
competitor or to form a competing company, the loss of such personnel and any
resulting loss of existing or potential clients to any such competitor could
have a material adverse effect on the Company's business, financial condition
and results of operations. In the event of the loss of any such personnel, there
can be no assurance that the Company would be able to prevent the unauthorized
disclosure or use of its technical knowledge, practices or procedures by such
personnel.

INTELLECTUAL PROPERTY RIGHTS

The Company's success is dependent, in part, upon its proprietary QUADD
methodology and other intellectual property rights. The Company relies upon a
combination of trade secret, nondisclosure and other contractual arrangements,
and copyright and trademark laws to protect its proprietary rights. The Company
enters into confidentiality agreements with its employees, generally requires
that its consultants and clients enter into such agreements, and limits access
to and distribution of its proprietary information. There can be no assurance
that the steps taken by the Company in this regard will be adequate to deter
misappropriation of its proprietary information or that the Company will be able
to detect unauthorized use and take appropriate steps to enforce its
intellectual property rights.

7
<PAGE> 8

Although the Company believes that its services and products do not
infringe on the intellectual property rights of others, there can be no
assurance that such a claim will not be asserted against the Company in the
future, or that if asserted any such claim will be successfully defended. A
successful claim against the Company could materially and adversely affect the
Company's business, financial condition and results of operations.

CONCENTRATION OF CONTROL

Upon completion of this offering Messrs. Greenberg and Moore, the Company's
co-Chairmen of the Board of Directors and co-Chief Executive Officers, will
beneficially own approximately 48% of the Company's outstanding Common Stock.
This concentration of ownership may have the effect of delaying or preventing a
change in control of the Company. See "Selling Stockholders".

EFFECTS OF YEAR 2000 ISSUE

Although the Company does not believe the Year 2000 issue will have a
significant impact on the Company's internal operations or on solutions
developed by the Company for clients where the Company has provided an express
warranty regarding the Year 2000 issue, there can be no assurance that the
Company will not experience interruptions of operations because of Year 2000
problems or become involved in disputes with clients regarding Year 2000
problems involving solutions developed or implemented by the Company or the
interaction of such solutions with other applications. Year 2000 problems could
require the Company to incur unanticipated expenses, and such expenses could
have a material adverse effect on the Company's business, financial condition
and results of operations. Furthermore, the purchasing patterns of clients or
potential clients may be affected by Year 2000 issues as companies expend
significant resources to correct their current systems for Year 2000 compliance.
These expenditures may result in reduced funds available to purchase services
offered by the Company.

SUSCEPTIBILITY TO GENERAL ECONOMIC CONDITIONS

The Company's revenues and results of operations will be influenced by
general economic conditions prevailing in the United States. In the event of a
general economic downturn or a recession in the United States, the Company's
clients and potential clients may substantially reduce their information
technology and related budgets. Such an economic downturn may materially and
adversely affect the Company's business, financial condition and results of
operations.

POSSIBLE VOLATILITY OF STOCK PRICE

The trading price of the Common Stock could be subject to wide fluctuations
in response to quarterly variations in operating results, changes in earnings
estimates by analysts, announcements of new contracts or service offerings by
the Company or its competitors, general economic or stock market conditions
unrelated to the Company's operating performance and other events or factors.

SIGNIFICANT UNALLOCATED NET PROCEEDS

The Company has not yet quantified the amount of the net proceeds of this
offering that will be used for the various purposes described under "Use of
Proceeds". The exact uses of the net proceeds, and the amount allocated for each
use, will be subject to the discretion of management. See "Use of Proceeds".
8
<PAGE> 9

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 400,000 shares of
Common Stock offered by the Company pursuant to this offering are estimated to
be $17,720,000 ($28,996,719 if the Underwriters' over-allotment option is
exercised in full), after deducting the underwriting discount and estimated
offering expenses payable by the Company. The Company will not receive any
proceeds from the sale of shares of Common Stock by the Selling Stockholders
hereunder. See "Selling Stockholders".

The Company plans to use the net proceeds from this offering for working
capital for the expansion of its business and for other general corporate
purposes. The Company may also use a portion of the net proceeds of this
offering to fund acquisitions of complementary businesses, products or
technologies, to make strategic investments or to enter into joint ventures,
although there are currently no commitments or understandings with respect to
any such transactions. Pending such uses, the Company intends to invest such
funds in investment-grade, interest-bearing instruments. The Company does not
believe it can accurately estimate the amounts to be used for each purpose at
this time. See "Risk Factors -- Significant Unallocated Net Proceeds".

DIVIDEND POLICY

The Company has never declared or paid cash dividends on its Common Stock
and currently intends to retain all available funds for use in the operation and
expansion of its business. In addition, the Company's bank facility contains a
covenant prohibiting the payment of cash dividends without the bank's consent.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources". The Company does not anticipate
that any cash dividends will be declared or paid in the foreseeable future.

MARKET PRICE OF COMMON STOCK

Sapient's Common Stock is quoted on the Nasdaq National Market under the
symbol "SAPE". The following table sets forth for the periods indicated the high
and low sale prices for Sapient's Common Stock.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1996
Second Quarter (from April 3, 1996)....................... $29.13 $14.63
Third Quarter............................................. $23.00 $14.88
Fourth Quarter............................................ $24.50 $18.50

1997
First Quarter............................................. $24.88 $15.56
Second Quarter............................................ $24.75 $15.00
Third Quarter............................................. $30.50 $24.25
Fourth Quarter............................................ $31.38 $23.88

1998
First Quarter............................................. $48.00 $29.06
</TABLE>

On March 31, 1998, the last reported sale price of Sapient's Common Stock
was $47.375 per share. As of March 31, 1998, there were approximately 260
holders of record of the Common Stock.

9
<PAGE> 10

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1997 (i) on an actual basis and (ii) as adjusted to give effect to
the sale of 400,000 shares of Common Stock offered by the Company in this
offering, after deducting the underwriting discount and estimated offering
expenses payable by the Company. This table should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------------------------
ACTUAL AS ADJUSTED(1)
------- --------------
(IN THOUSANDS)
<S> <C> <C>
Preferred Stock, par value $0.01 per share,
5,000,000 shares authorized; none issued.................. $ -- $ --

Common Stock, par value $0.01 per share, 40,000,000
shares authorized; 24,206,570 shares issued and
outstanding, actual; 24,606,570 shares issued and
outstanding, as adjusted(2)............................... 242 246

Additional paid-in capital.................................. 57,479 75,195

Retained earnings........................................... 24,278 24,278
------- --------
Total capitalization.............................. $81,999 $ 99,719
======= ========
</TABLE>

- ---------------
(1) Does not include 4,383,488 shares of Common Stock issuable upon exercise of
stock options outstanding as of December 31, 1997.

(2) On March 25, 1998, the Company filed preliminary proxy materials with the
Securities and Exchange Commission relating to its 1998 Annual Meeting of
Stockholders, which is scheduled to be held on May 8, 1998. At the meeting,
stockholders will be asked to approve, among other things, an amendment,
approved by the Company's Board of Directors on March 24, 1998, to the
Company's Amended and Restated Certificate of Incorporation increasing the
number of authorized shares of Common Stock from 40,000,000 shares to
100,000,000 shares. See Note 14 of Notes to Consolidated Financial
Statements.

10
<PAGE> 11

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Prospectus. The Balance Sheet Data at
December 31, 1994, 1995, 1996 and 1997 and the Statement of Income Data for the
years ended December 31, 1994, 1995, 1996 and 1997 have been derived from the
Consolidated Financial Statements for such years, which have been audited by
KPMG Peat Marwick LLP, independent auditors. The Balance Sheet Data as of
December 31, 1993 and the Statement of Income Data for the year ended December
31, 1993 are derived from the Consolidated Financial Statements for such year
which are unaudited due to the restatement to reflect the acquisition of EXOR in
1997 which has been accounted for as a pooling of interests.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA(1):
Revenues............................. $90,360 $49,009 $24,481 $11,796 $ 5,916
Operating expenses:
Project personnel costs............ 43,816 22,985 11,723 4,434 1,940
Selling and marketing.............. 5,893 2,422 1,129 269 90
General and administrative......... 22,108 14,294 6,733 4,634 2,196
Acquisition costs.................. 560 -- -- -- --
------- ------- ------- ------- -------
Total operating expenses........ 72,377 39,701 19,585 9,337 4,226
------- ------- ------- ------- -------
Income from operations............... 17,983 9,308 4,896 2,459 1,690
Interest income...................... 2,078 1,098 13 9 --
------- ------- ------- ------- -------
Income before income taxes........... 20,061 10,406 4,909 2,468 1,690
Income taxes......................... 7,703 3,936 1,995 879 691
------- ------- ------- ------- -------
Net income........................... $12,358 $ 6,470 $ 2,914 $ 1,589 $ 999
======= ======= ======= ======= =======
Basic net income per share........... $ 0.52 $ 0.30 $ 0.16 $ 0.08 $ 0.06
Diluted net income per share......... $ 0.47 $ 0.27 $ 0.14 $ 0.08 $ 0.05
Weighted average common shares....... 23,996 21,631 18,275 18,777 17,841
Weighted average common share
equivalents........................ 2,083 2,425 2,851 2,065 2,355
------- ------- ------- ------- -------
Weighted average common shares and
common share equivalents........... 26,079 24,056 21,126 20,842 20,196
======= ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital...................... $76,385 $66,201 $ 5,785 $ 1,894 $ 1,139
Total assets......................... 98,013 79,687 12,893 6,898 2,450
Long-term debt, less current
portion............................ -- -- 189 132 145
Total stockholders' equity(2)........ 81,999 66,793 5,595 2,663 1,163
</TABLE>

- ---------------
(1) This selected consolidated financial data gives retroactive effect to the
Company's acquisition of EXOR in December 1997, which has been accounted for
as a pooling of interests. As a result of this business combination, the
financial information shown above has been restated to include the accounts
and results of operations of EXOR for all periods presented. See Note 12 of
Notes to Consolidated Financial Statements.

(2) The Company has never declared or paid any cash dividends.

11
<PAGE> 12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Sapient provides its services primarily on a fixed-price, fixed-timeframe
basis. To determine its proposed fixed price for a project, the Company uses an
internally developed estimation process which takes into account standard
billing rates and the risks associated with the particular project, such as the
number and type of key functions to be developed, the technology environment and
application type to be applied, the project's timetable and the overall
technical complexity of the project. Each fixed-price proposal must be approved
by a member of the Company's senior management team.

The Company's revenues and earnings may fluctuate from quarter to quarter
based on the number, size and scope of projects in which the Company is engaged,
the contractual terms and degree of completion of such projects, any delays
incurred in connection with a project, employee utilization rates, the adequacy
of provisions for losses, the accuracy of estimates of resources required to
complete ongoing projects, and general economic conditions and other factors. In
addition, revenues from a large client may constitute a significant portion of
the Company's total revenues in a particular quarter.

On December 15, 1997, the Company acquired all of the outstanding common
stock of EXOR in exchange for 611,738 shares of Sapient Common Stock. The
Company's financial statements have been restated for all periods presented to
reflect the acquisition of EXOR, which has been accounted for as a pooling of
interests.

On January 29, 1998, the Company declared a two-for-one stock split
effected as a 100% stock dividend paid on March 9, 1998 to all stockholders of
record on February 20, 1998. The Company's financial statements have been
restated for all periods presented to reflect the effect of the stock dividend.

RESULTS OF OPERATIONS

The following table sets forth the percentage of revenues of certain items
included in the Company's consolidated statements of income:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Revenue..................................................... 100% 100% 100%
Operating expenses:
Project personnel costs................................... 48 47 48
Selling and marketing..................................... 7 5 5
General and administrative................................ 24 29 27
Acquisition costs......................................... 1 -- --
--- --- ---
Total operating expenses............................... 80 81 80
Income from operations...................................... 20 19 20
Interest income............................................. 2 2 --
Income taxes................................................ 8 8 8
--- --- ---
Net income.................................................. 14% 13% 12%
=== === ===
</TABLE>

12
<PAGE> 13

YEARS ENDED DECEMBER 31, 1997 AND 1996

REVENUES

Revenues for 1997 increased 84% over revenues for 1996. The increase in
revenues reflected increases in both the size and number of client projects. The
increase in unbilled revenues on contracts from $4.7 million at December 31,
1996 to $9.1 million at December 31, 1997 was primarily due to the increase in
revenues in 1997. In 1997, the Company's five largest clients accounted for
approximately 31% of its revenues, no client accounted for more than 10% of such
revenues and three clients each accounted for more than 5% of such revenues. In
1996, the Company's five largest clients accounted for approximately 52% of its
revenues, two clients each accounted for more than 10% of such revenues and four
clients each accounted for more than 5% of such revenues.

PROJECT PERSONNEL COSTS

Project personnel costs consist primarily of salaries and employee benefits
for personnel dedicated to client projects, non-reimbursed direct expenses
incurred to complete projects and third-party project personnel training. These
costs represent the most significant expense the Company incurs in providing its
services. The increase in project personnel costs for the year ended December
31, 1997 was primarily due to an increase in project personnel from 427 at
December 31, 1996 to 674 at December 31, 1997. Project personnel costs increased
slightly as a percentage of revenues from 47% in 1996 to 48% in 1997. The
increase was mainly due to investments in training and higher non-reimbursable
travel and relocation fees due to the opening of three additional offices in the
beginning of 1997.

SELLING AND MARKETING

Selling and marketing costs consist primarily of salaries, employee
benefits and travel expenses of selling and marketing personnel and promotional
costs. Selling and marketing costs as a percentage of revenues increased from 5%
in 1996 to 7% in 1997. This increase, as well as the dollar increase, was mainly
due to the Company's decision to expand its selling and marketing group, which
grew from 27 employees at December 31, 1996 to 32 employees at December 31,
1997.

GENERAL AND ADMINISTRATIVE

General and administrative costs consist primarily of expenses associated
with the Company's executive management, finance and administrative groups,
including personnel devoted to recruiting and training project personnel, and
occupancy costs. The increase in general and administrative costs for 1997
compared to 1996 was primarily due to an increase in the incremental costs
associated with the additional employees hired during 1997. The Company's total
headcount increased from 530 at December 31, 1996 to 817 at December 31, 1997.
As a percentage of revenues, general and administrative costs were 24% in 1997,
compared to 29% in 1996. The decrease as a percentage of revenues in 1997 was
primarily a result of non-cash compensation charges in 1996, lower cash
compensation bonuses paid to EXOR executives in 1997 and improved space
utilization.

ACQUISITION COSTS

The Company incurred a one-time charge of approximately $560,000 in the
fourth quarter of 1997 for costs associated with the EXOR acquisition.

13
<PAGE> 14

INTEREST INCOME

Interest income for 1997 consisted of interest earned on the proceeds of
the Company's initial and follow-on public offerings of Common Stock, which were
invested primarily in tax-exempt, short term municipal bonds.

PROVISION FOR INCOME TAXES

Income tax expense represents combined federal and state income taxes at an
effective rate of 38.4% for 1997 and 37.8% for 1996. The Company's effective tax
rate may vary from period to period based on the Company's future expansion into
areas with varying country, state, and local income tax rates.

YEARS ENDED DECEMBER 31, 1996 AND 1995

REVENUES

Revenues for 1996 increased 100% over revenues for 1995. The increase in
revenues reflected increases in both the size and number of client projects. The
increase in unbilled revenues on contracts from $2.3 million at December 31,
1995 to $4.7 million at December 31, 1996 was primarily due to the increase in
revenues in 1996. In 1996, the Company's five largest clients accounted for
approximately 52% of its revenues, two clients each accounted for more than 10%
of such revenues and four clients each accounted for more than 5% of such
revenues. In 1995, revenues derived from the Company's five largest clients
accounted for approximately 52% of its revenues, three clients each accounted
for more than 10% of such revenues and two clients each accounted for more than
5% of such revenues.

PROJECT PERSONNEL COSTS

Project personnel costs consist primarily of salaries and employee benefits
for personnel dedicated to client projects, fees paid to subcontractors for work
performed in connection with projects, and direct expenses incurred to complete
projects that were not reimbursed by the client. The increase in project
personnel costs for the year ended December 31, 1996 was primarily due to an
increase in project personnel from 233 at December 31, 1995 to 427 at December
31, 1996. Project personnel costs decreased slightly as a percentage of revenues
from 48% for 1995 to 47% for 1996. The decrease was mainly due to higher
utilization of EXOR project personnel, combined with an increase in their
effective billing rates during 1996.

SELLING AND MARKETING

Selling and marketing costs consist primarily of salaries, employee
benefits, travel expenses and promotional costs. Selling and marketing costs as
a percentage of revenues remained constant at 5% for 1995 and 1996. The dollar
increase in 1996 was mainly due to the Company's decision to expand its selling
and marketing group which grew from 13 employees at December 31, 1995 to 27
employees at December 31, 1996.

GENERAL AND ADMINISTRATIVE

General and administrative costs consist primarily of expenses associated
with the Company's executive management, finance and administrative groups,
including personnel devoted to recruiting and training project personnel, and
occupancy costs. The increase in general and administrative costs for 1996
compared to 1995 was primarily due to an increase in the incremental costs
associated with the additional employees hired during 1996. The Company's total
headcount increased from 271 at December 31, 1995 to 530 at December 31, 1996.
As a percentage of revenues, general and administrative costs were 29% in 1996,
compared to 27% in 1995. The

14
<PAGE> 15

increase as a percentage of revenues in 1996 was primarily a result of non-cash
compensation charges in 1996.

INTEREST INCOME

Interest income for 1996 consisted of interest earned on the proceeds of
the Company's initial and follow-on public offerings of Common Stock, which were
invested primarily in tax-exempt, short term municipal bonds.

PROVISION FOR INCOME TAXES

Income tax expense represented combined federal and state income taxes at
an effective rate of 37.8% for 1996 and 40.6% for 1995. The decrease in the
effective tax rate primarily reflects reduced federal taxes due to excess cash
being invested in tax-exempt municipal bonds.

MONTH ENDED JANUARY 31, 1998

Sapient's revenues and net income for the one month period ended January
31, 1998 were $9.3 million and $1.2 million, respectively. On December 15, 1997
Sapient acquired all of the outstanding common stock of EXOR in exchange for
611,738 shares of Sapient Common Stock. Such transaction has been accounted for
as a pooling of interests. The revenue and net income amounts set forth above
include at least 30 days of combined operations of Sapient and EXOR. This
information is reported for purposes of complying with Accounting Series Release
135 of the Securities and Exchange Commission (the "Commission"). This
information is not necessarily indicative of the results of operations for
Sapient's first quarter ending March 31, 1998 or the fiscal year ending December
31, 1998.

15
<PAGE> 16

QUARTERLY FINANCIAL RESULTS

The following tables set forth certain unaudited quarterly results of
operations of the Company for 1996 and 1997. In the opinion of management, this
information has been prepared on the same basis as the audited Consolidated
Financial Statements and all necessary adjustments, consisting only of normal
recurring adjustments, have been included in the amounts stated below to present
fairly the quarterly information when read in conjunction with the audited
Consolidated Financial Statements and Notes thereto included elsewhere in this
Prospectus. The quarterly operating results are not necessarily indicative of
future results of operations.
<TABLE>
<CAPTION>
THREE MONTHS ENDED (UNAUDITED)
-------------------------------------------
DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
1997 1997 1997 1997
-------- --------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenues........................................ $26,965 $24,416 $20,799 $18,180
Operating expenses:
Project personnel costs......................... 12,997 12,150 9,995 8,674
Selling and marketing........................... 2,090 1,544 1,138 1,121
General and administrative...................... 6,483 5,808 5,241 4,576
Acquisition costs............................... 560 -- -- --
------- ------- ------- -------
Total operating expenses.................... 22,130 19,502 16,374 14,371
Income from operations.......................... 4,835 4,914 4,425 3,809
Interest income (expense)....................... 507 483 571 517
------- ------- ------- -------
Income before income taxes...................... 5,342 5,397 4,996 4,326
Income taxes.................................... 2,106 2,077 1,900 1,620
------- ------- ------- -------
Net income...................................... $ 3,236 $ 3,320 $ 3,096 $ 2,706
======= ======= ======= =======
Basic net income per share...................... $ 0.13 $ 0.14 $ 0.13 $ 0.11
Diluted net income per share.................... $ 0.12 $ 0.13 $ 0.12 $ 0.10

<CAPTION>
THREE MONTHS ENDED (UNAUDITED)
--------------------------------------------
DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
1996 1996 1996 1996
-------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenues........................................ $14,563 $12,952 $11,483 $10,011
Operating expenses:
Project personnel costs......................... 7,032 5,928 5,193 4,832
Selling and marketing........................... 818 506 617 481
General and administrative...................... 4,424 3,839 3,360 2,671
Acquisition costs............................... -- -- -- --
------- ------- ------- -------
Total operating expenses.................... 12,274 10,273 9,170 7,984
Income from operations.......................... 2,289 2,679 2,313 2,027
Interest income (expense)....................... 493 322 286 (3)
------- ------- ------- -------
Income before income taxes...................... 2,782 3,001 2,599 2,024
Income taxes.................................... 970 1,168 988 810
------- ------- ------- -------
Net income...................................... $ 1,812 $ 1,833 $ 1,611 $ 1,214
======= ======= ======= =======
Basic net income per share...................... $ 0.08 $ 0.08 $ 0.07 $ 0.06
Diluted net income per share.................... $ 0.07 $ 0.07 $ 0.06 $ 0.06
</TABLE>
<TABLE>
<CAPTION>
AS A PERCENTAGE OF TOTAL REVENUES
-------------------------------------------
DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
1997 1997 1997 1997
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Revenues........................................ 100% 100% 100% 100%
Operating expenses:
Project personnel costs......................... 48 50 48 48
Selling and marketing........................... 8 6 5 6
General and administrative...................... 24 24 26 25
Acquisition costs............................... 2 -- -- --
------- ------- ------- -------
Total operating expenses.................... 82 80 79 79
Income from operations.......................... 18 20 21 21
Interest income (expense)....................... 2 2 3 3
------- ------- ------- -------
Income before income taxes...................... 20 22 24 24
Income taxes.................................... 8 8 9 9
------- ------- ------- -------
Net income...................................... 12% 14% 15% 15%
======= ======= ======= =======

<CAPTION>
AS A PERCENTAGE OF TOTAL REVENUES
--------------------------------------------
DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
1996 1996 1996 1996
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues........................................ 100% 100% 100% 100%
Operating expenses:
Project personnel costs......................... 48 46 45 48
Selling and marketing........................... 6 4 5 5
General and administrative...................... 30 29 30 27
Acquisition costs............................... -- -- -- --
------- ------- ------- -------
Total operating expenses.................... 84 79 80 80
Income from operations.......................... 16 21 20 20
Interest income (expense)....................... 3 2 3 --
------- ------- ------- -------
Income before income taxes...................... 19 23 23 20
Income taxes.................................... 7 9 9 8
------- ------- ------- -------
Net income...................................... 12% 14% 14% 12%
======= ======= ======= =======
</TABLE>

16
<PAGE> 17

LIQUIDITY AND CAPITAL RESOURCES

The Company has primarily funded its operations from cash flow generated
from operations and the proceeds from its initial and follow-on public
offerings. In addition, the Company has a bank revolving line of credit
providing for borrowings of up to $5.0 million. Borrowings under this line of
credit, which expires on June 30, 1998, bear interest at the bank's prime rate.
The line of credit includes covenants relating to the maintenance of certain
financial ratios and limits the payment of dividends. At December 31, 1997, the
Company had no bank borrowings outstanding and no material capital commitments.

Cash and cash equivalents decreased to $47.3 million at December 31, 1997,
from $50.3 million at December 31, 1996. The net cash provided by operating
activities of over $9.0 million for the year ended December 31, 1997 was
partially offset with investments in property and equipment of $6.2 million.
Additionally, the Company invested a net $7.6 million in tax-exempt, short-term
municipal bonds in 1997.

The Company has reviewed its internal computer systems and their capability
of recognizing the Year 2000 and years thereafter. The Company believes that the
Year 2000 issue will not pose significant constraints on the Company's
operations. The cost to convert any remaining internal systems is not expected
to have a material impact on the Company's financial condition or results of
operations.

The Company believes that the cash provided from operations, borrowings
available under its revolving line of credit, its existing cash, cash
equivalents and marketable securities and the net proceeds of this offering will
be sufficient to meet the Company's working capital and capital expenditure
requirements for at least the next 18 months.

NEW ACCOUNTING PRONOUNCEMENTS

During 1997, the Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings per Share" ("SFAS 128"). SFAS 128 establishes a
different method of computing net income per share than previously required
under the provisions of Accounting Principles Board Opinion No. 15, "Earnings
per Share", and requires restatement of all prior periods presented. Under SFAS
128, the Company presents both basic net income per share and diluted net income
per share. Basic net income per share is based on the weighted average number of
shares outstanding during the period. Diluted net income per share reflects the
per share effect of dilutive stock options and other dilutive common stock
equivalents.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130"). SFAS 130 establishes standards for reporting comprehensive income and its
components in the body of the financial statements. Comprehensive income
includes net income as currently reported under Generally Accepted Accounting
Principles and also considers the effect of additional economic events that are
not required to be recorded in determining net income but are rather reported as
a separate component of stockholders' equity. These events include certain
foreign currency transactions and related hedging activities accounted for under
Statement of Financial Accounting Standards No. 52 "Foreign Currency
Translation" and unrealized gains and losses on investments in marketable
securities accounted for under Statement of Financial Accounting Standards No.
115 "Accounting for Certain Investments in Debt and Equity Securities." The
Company plans to adopt SFAS 130 in 1998. The effect of adopting SFAS 130 and
reporting comprehensive income is not considered to be material to the Company.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosure about Segments of an
Enterprise and Related Information", which establishes standards for reporting
information about operating segments in annual and interim financial statements
issued to shareholders. This Statement also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
The Company plans to adopt this Statement in 1998.

17
<PAGE> 18

BUSINESS

Sapient is a leading provider of business and information technology
solutions implemented on a fixed-price, fixed-timeframe basis. Using
client/server and Web-based technologies, Sapient offers a variety of services
designed to help clients rapidly achieve their business objectives, including
implementation and integration of packaged software solutions, custom software
development, implementation of enterprise resource planning ("ERP") systems,
production support, and business and operational consulting. Sapient delivers
services using its proprietary QUADD (Quality Design and Delivery) process.
QUADD is a workshop-based methodology that emphasizes active client
participation to help visualize, prioritize and create time-critical business
and technology solutions.

STRATEGY

The Company's objective is to be a leading provider of business critical
information technology solutions. To achieve this objective, the Company is
pursuing the following strategies:

ACHIEVE HIGH LEVELS OF CLIENT SATISFACTION. The Company believes that
satisfying client expectations within established fixed contract prices and
timeframes is critical to gaining repeat business and generating new business
from referrals. To determine whether it is meeting client expectations, the
Company employs a defined client feedback process designed to obtain continuous
client evaluations throughout each engagement. A substantial portion of the
total cash compensation of the Company's management personnel who are involved
in the delivery of client projects is directly linked to measurements of client
satisfaction.

LEVERAGE EXPERTISE IN WEB-ENABLED APPLICATIONS. Sapient has been
implementing Web-enabled solutions for clients, including sophisticated
electronic commerce and transaction systems, for over three years. During 1997,
Web-related projects accounted for approximately 30% of the Company's revenues.
The Company intends to leverage its Web-technology expertise to assist clients
in rapidly adopting this technology to dramatically improve the way they do
business.

ATTRACT AND RETAIN HIGHLY SKILLED, MOTIVATED EMPLOYEES. Because the
Company believes that its future success depends upon its ability to continue to
attract and retain highly skilled employees, the Company focuses on maintaining
its corporate culture, employment environment and incentive programs to continue
to motivate and reward its employees and to align their goals with those of the
Company.

CONSISTENTLY EMPLOY AND CONTINUOUSLY ENHANCE THE QUADD PROCESS. The
Company's interactive, proprietary QUADD methodology is at the core of its
ability to deliver high quality solutions on a fixed-price, fixed-timeframe
basis. The QUADD process is dynamic and scalable and the Company continuously
strives to capture and implement process improvements. The Company believes that
using and improving QUADD will enhance its competitive position in three key
areas: quality, speed and predictability of delivery.

EXPAND SERVICE OFFERINGS. Over time, Sapient has expanded its service
offerings in key areas, such as packaged software implementations, ERP
implementations and business and operational consulting. The Company's strategy
is to continue to expand its service offerings in these and other areas in order
to take advantage of opportunities created by changing technological
environments.

FOCUS ON KEY INDUSTRIES. The Company believes that large organizations
with extensive information processing needs in key industries, such as Financial
Services, Energy Services, Manufacturing, Communications and Government, provide
the best near-term market opportunities for the Company's services. The Company
intends to continue to focus its business development efforts on high-value
opportunities in these markets by leveraging its industry expertise and client
base.

18
<PAGE> 19

SERVICES

The Company's services include implementation and integration of packaged
software solutions, custom software development, implementation of ERP systems,
production support, and business and operational consulting.

Specific client projects may involve writing custom software applications,
integrating existing third-party applications or Sapient-developed solutions, or
a combination of both. Recent examples of solutions designed by the Company
featuring custom developed software include a scaleable, end-to-end retail
services system developed to help a national energy and communications company
enter the deregulated energy services market and an online, real-time,
browser-based small business banking system which allows small business
customers of a major financial institution to bank in a secure Web-based
environment. As an example of a solution integrating third-party applications,
the Company recently worked with a large financial institution to integrate
packages from three software vendors with Sapient-developed components in the
implementation of an intranet-based enterprise-wide human resources call center.

Sapient began offering ERP implementation services in December 1997
following its acquisition of EXOR, a Dallas-based consulting and systems
integration firm. EXOR is a leader in the implementation of Oracle ERP systems
that provide large corporations with infrastructure software to link functions
such as purchasing, human resources, manufacturing and administration. EXOR
operates as a division of the Company and is intended to drive the Company's
growth in the implementation of full-scale ERP applications. Prior to its
acquisition by Sapient, EXOR provided services to its customers on a time and
materials basis. Sapient intends to begin providing ERP system implementation
services on a fixed-price, fixed-timeframe basis.

The focus of Sapient's business and operational consulting services is to
maximize the overall business value for its clients by quickly identifying,
developing and implementing high impact strategic actions based on the
integration of business and technology solutions. These services are provided in
conjunction with design or implementation projects being performed by Sapient
for a client.

THE QUADD PROCESS

Sapient delivers its services using its proprietary QUADD process. The
Company employs QUADD as an innovative approach to designing, developing and
implementing packaged and custom business solutions. QUADD is a highly
disciplined, integrated, workshop-oriented methodology that involves active
client participation and is designed to rapidly deliver business applications
that improve processes and performance. The Company believes that QUADD offers
the following advantages:

Focus on Improved Business Processes and Information Systems. The
Company's approach facilitates the concurrent definition of business
processes and information systems, which helps ensure that its clients'
business objectives are appropriately addressed by the information systems
that Sapient develops or implements.

Fixed-Price and Fixed-Timeframe. The Company performs its services
primarily on a fixed-price, fixed-timeframe basis, which the Company
believes aligns its objectives with those of its clients.

Project Prioritization. Through the use of visual tools, the QUADD
process enables the Company and its clients to prioritize needed changes in
the clients' business and technology systems. Accurate prioritization helps
clients maximize the return on their fixed-price investment in the
Company's services.

Short Implementation Timeframes. The Company believes that a rapid
time to market for the solutions it develops is important to meet its
clients' business objectives. Through the

19
<PAGE> 20

QUADD process, the Company divides, structures and manages the project to
reduce the time needed to reach a solution for its clients.

The QUADD process consists of four stages: RIP workshop, Design,
Implementation and Production. The RIP (Rapid Implementation Plan) workshop is
designed to rapidly identify the client's needs and develop a strategy and
action plan to meet those needs. The Design workshop focuses on outlining the
proposed process changes and required information technology solutions. The
Implementation stage primarily involves the development and testing of the new
applications or enhancements to third-party packaged software applications or
existing Sapient-developed solutions. The Production stage primarily involves
the maintenance, enhancement and support of the solution after it is
operational.

While the QUADD process is designed as an integrated approach, each stage
represents a separate contractual commitment and concludes with the delivery of
a discrete value-added deliverable. Clients are able to elect at each stage
whether to proceed to the next stage of the process. Total fees for most client
engagements which involve the completion of all stages of the QUADD process
range from approximately $1,000,000 to $7,500,000.

RIP WORKSHOP. The RIP (Rapid Implementation Plan) workshop is designed to
rapidly identify the client's needs and develop a strategy and action plan to
meet those needs. A team of Sapient personnel leads the RIP workshop at one of
the Company's Design Centers located throughout its offices. A cross-functional
team of executives, managers and end-users from the client's various business
and technical units works with the Sapient team to create a common vision, goal
and action plan.

The RIP workshop uses visual tools and approaches, including process
matrices, prototyping and electronic storyboards, to help clients articulate
their needs more clearly than with traditional interview methods. The RIP
workshop employs rapid iteration and prioritization to focus on those aspects of
a solution that will provide the greatest business benefit and generally
concludes with consensus on the following key items: a clear statement of the
client's business need; a statement of vision that addresses the business need;
a plan to achieve the vision; a visual representation of the solution; and a
cost/benefit analysis of, and if appropriate, a business justification for
proceeding with, the outlined plan. The client team generally presents an
executive summary of the workshop to other senior members of the client's
organization. The Company believes these presentations increase the likelihood
that the client will proceed to the Design stage.

DESIGN. In the Design stage, a team consisting of Company and client
participants outlines more thoroughly the proposed processes and required
information technology solutions. This workshop focuses on functional
definition, identifies process redesign opportunities and attempts to synthesize
broad-based support for the proposed changes. During this stage, the Company
again uses rapid prototyping and electronic storyboards, as well as object
modeling techniques, to help the project team iteratively define system
functionality, process flows, systems architectures and object models. The
Company also uses software and techniques it has developed to help clients
visualize batch processes or other difficult to define business processing
elements. In addition, during this workshop the project team may create a
detailed prototype and defines the required system interfaces.

The client's workshop participants typically present the proposed solution
to other members of the client's organization both during and at the end of the
Design stage. The Company believes that these client presentations are critical
to validating the workshop's results and gaining broad-based support for the
proposed changes and also increase the likelihood that the client will commit to
complete development of the proposed solution. At the conclusion of Design, the
client and the Sapient teams generally have defined a proposed solution to the
client's business needs and a detailed plan to implement this solution. This
solution may include custom development or enhancements to existing third-party
applications or Sapient-developed solutions. At this point, the Company
generally delivers to the client a fixed-price, fixed-timeframe proposal for
implementing
20
<PAGE> 21

the solution. In addition to pricing and timing, this proposal identifies the
critical tasks for the client to complete, such as preparing interfaces to and
modifications of legacy systems, preparing, formatting and collecting existing
data and testing and verifying the software application.

IMPLEMENTATION. Implementation primarily involves the development and
testing of the new applications or enhancements to third-party packaged software
applications or existing Sapient-developed solutions, to meet the client's needs
identified during the Design stage.

A Sapient project manager and system architect manage the Sapient team,
which usually consists of five to thirty people. The project manager tracks the
progress of the implementation on a daily basis and senior management reviews
each project's progress on a weekly basis by analyzing its expected time to
completion as compared to previous estimates. The Sapient development team
typically works in a dedicated workspace within one of the Company's Development
Centers located throughout Sapient's offices.

Throughout the Implementation stage, Sapient and the client work together
to ensure that the solution continues to meet the client's business needs.
Proposed changes in the scope of the project resulting from a change in the
client's needs are analyzed using the QUADD process, and any adjustments to the
contract's fixed-price, fixed-timeframe parameters are negotiated in advance of
implementing the change.

During the later parts of the Implementation stage, technical, process,
data and organizational changes are integrated into the client's organization.
At this time, the Company may also participate in rolling out the application
and training end-users as it transitions the solution to the production
environment. Implementation generally ends with the delivered solution in use in
the client's business.

PRODUCTION. During the Production stage, the Company maintains, enhances
and supports the solution after it has been delivered to the client and used in
the client's operations. After a system has been delivered, the Company
generally provides at least six months of production support and maintenance for
an additional price. Following the initial support period, Sapient offers these
services under a separate fixed-price, multi-year support agreement.

CLIENTS; MARKETS; COMPETITION

During 1997, Sapient focused its business development efforts on clients in
the following key industries: Financial Services, Energy Services,
Manufacturing, Communications, and Government. Many large organizations in these
industries have moved to client/server or Web-enabled computing over the past
several years and require the type of services provided by the Company. Within
these industries, the Company has targeted clients with large-scale information
access and processing needs.

The markets for the Company's services are highly competitive. The Company
believes that it currently competes principally with consulting and software
integration firms, application software vendors and internal information systems
groups. Many of these companies have significantly greater financial, technical
and marketing resources than the Company and generate greater revenues and have
greater name recognition than Sapient. In addition, there are relatively low
barriers to entry into the Company's markets and the Company has faced, and
expects to continue to face, additional competition from new entrants into its
markets.

The Company believes that the principal competitive factors in its markets
include quality of service and deliverables, speed of development and
implementation, price, project management

21
<PAGE> 22

capability and technical and business expertise. The Company believes it
competes favorably with respect to these factors and that its QUADD methodology,
focus on providing high-quality solutions to client business needs and
fixed-price, fixed-timeframe contracting practices distinguish it from its
competitors. In addition, the Company believes that its ability to compete
depends in part on a number of competitive factors outside its control,
including the ability of its competitors to hire, retain and motivate project
managers and other senior technical staff, the development by others of software
that is competitive with the Company's products and services and the extent of
its competitors' responsiveness to client needs.

SELLING AND MARKETING

During 1997, the Company's dedicated business development team, which
consisted of 32 employees at December 31, 1997, concentrated its efforts on key
industries targeted by the Company. The Company believes that focusing on
selected key industries will broaden its knowledge and expertise in these
industries, and generate additional client engagements.

A significant amount of the Company's business comes from referrals from
existing clients and strong relationship-building within the Company's defined
key industries. A variety of marketing activities support the business
development team in deploying this approach, including attendance at targeted
conferences and trade shows, mailings to CIOs and CEOs, private briefings with
individual companies, one-day workshops which demonstrate the Company's unique
capabilities, and partnerships with other industry players. In addition, the
Company employs an outside public relations firm to ensure that the Sapient
story is widely disseminated.

The Company's services typically require a substantial financial commitment
by clients. Sales cycles typically range from two to six months from the time
the Company initially meets with a prospective client until the client decides
whether to authorize commencement of an engagement. The Company often encounters
longer sales cycles with clients in certain industries such as Government.

The Company generally enters into written commitment letters with its
clients at or around the time it commences work on a project. These commitment
letters generally contemplate that Sapient and the client will subsequently
enter into a more detailed agreement. These written commitments and contracts
contain varying terms and conditions and the Company does not generally believe
it is appropriate to characterize them as consisting of backlog. In addition,
because these written commitments and contracts often provide that the
arrangement can be terminated with limited advance notice or penalty, the
Company does not believe the projects in process at any one time are a reliable
indicator or measure of expected future revenues. In the event a client
terminates a project, the client usually remains obligated to pay the Company
for services performed through the termination date.

EMPLOYEES

Management believes that certain key values, namely, client-focused
delivery, leadership, long-term relationships, openness, and professional
growth, are critical to attaining success and has developed a strong corporate
culture around these values. To encourage the achievement of these values,
Sapient rewards teamwork and promotes individuals who demonstrate these values.
Also, the Company has an intensive orientation program for new employees, a
variable compensation system centered around these values, and an internal team
dedicated to defining, tracking and promoting these core values. The Company
believes that its growth and success are attributable in large part to the high
caliber of its employees and the Company's commitment to maintain the values on
which its success has been based. The Company believes that it has been
successful in its efforts to attract and retain the number and quality of
professionals needed to support present operations and anticipated growth, in
part because of its emphasis on training and its QUADD methodology, which allows
employees to progress with one client through multiple phases of a

22
<PAGE> 23

project. The Company intends to continue to recruit, hire and promote employees
who share the Company's values.

There is significant competition for employees with the skills required to
perform the services the Company offers. Qualified project managers and senior
technical staff are in great demand and are likely to remain a limited resource
for the foreseeable future.

As of December 31, 1997, the Company had 817 full-time employees, comprised
of 674 project personnel, 111 employees in finance and administration and 32
employees in business development. None of the Company's employees is subject to
a collective bargaining agreement. The Company believes that its relations with
its employees are good.

INTELLECTUAL PROPERTY RIGHTS

The Company relies upon a combination of trade secret, nondisclosure and
other contractual arrangements, and copyright and trademark laws, to protect its
proprietary rights. The Company enters into confidentiality agreements with its
employees, generally requires that its consultants and clients enter into such
agreements, and limits access to and distribution of its proprietary
information. There can be no assurance that the steps taken by the Company in
this regard will be adequate to deter misappropriation of its proprietary
information or that the Company will be able to detect unauthorized use and take
appropriate steps to enforce its intellectual property rights.

A portion of the Company's business involves the development of software
applications for specific client engagements. Ownership of such software is the
subject of negotiation and is frequently assigned to the client, with the
Company frequently retaining a license for certain uses. Certain clients have
prohibited the Company from marketing the applications developed for them for
specified periods of time or to specified third parties and there can be no
assurance that clients will not continue to demand similar or other restrictions
in the future. Issues relating to the ownership of and rights to use software
applications can be complicated and there can be no assurance that disputes will
not arise that affect the Company's ability to resell or reuse such
applications.

In connection with Implementation stage projects which use previously
developed Sapient solutions, the Company may, in certain cases, obtain a license
fee from the client for use of the Sapient solution and a development fee from
such client for any required additional customization. A portion of the license
fee will generally be paid as a royalty to the client for which the original
Sapient solution was developed pursuant to such original client's agreement with
the Company.

FACILITIES

The Company's headquarters and principal administrative, finance, selling
and marketing operations are located in approximately 88,000 square feet of
leased office space in Cambridge, Massachusetts. The Company leases office space
of approximately 75,000 square feet in metropolitan New York and 64,000 square
feet in San Francisco. In addition, the Company maintains smaller offices in
Atlanta, Chicago, Dallas, Los Angeles, and Portland, Maine.

LEGAL PROCEEDINGS

Except as set forth below, the Company is not a party to any material
pending legal proceedings. The Company is in arbitration with John Adler, a
former employee of the Company (the "Plaintiff") who alleges, among other
things, wrongful termination of his employment. In addition to seeking
unspecified damages, the Plaintiff is demanding that the Company issue to him
70,000 shares of the Company's Common Stock pursuant to certain stock options
that had previously been granted to him. In addition, one month after filing his
original complaint, the Plaintiff informed the Company that he believed he is
owed additional shares of Common Stock pursuant to a purported oral option
agreement for fully vested shares. Management denies that it breached any
obligations or duties to the Plaintiff and believes that the Company has
meritorious defenses

23
<PAGE> 24

(including that a substantial number of the 70,000 shares subject to the stock
options that were granted to the Plaintiff had not vested in accordance with
their terms at the time the Plaintiff's employment was terminated by the
Company). Mr. Adler commenced suit against the Company and certain of its
executive officers, both individually and in their capacities as officers of the
Company, in Middlesex Superior Court, Commonwealth of Massachusetts in April
1996. In August 1996, the court allowed the Company's motion to compel
arbitration of the Plaintiff's claims. In connection with the arbitration, the
Plaintiff agreed to dismiss certain of his claims. The parties are currently
engaged in discovery, and the arbitration has been scheduled to begin in
September 1998. The Company intends to vigorously defend against the Plaintiff's
claims. Although the Company does not expect this case to have a material
adverse effect on the Company's business, operating income or financial
condition, an adverse judgment or settlement could have a material adverse
effect on the operating results reported by the Company for the period in which
any such adverse judgment or settlement occurs.

24
<PAGE> 25

MANAGEMENT

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Jerry A. Greenberg................................. 32 Co-Chairman of the Board of Directors,
Co-Chief Executive Officer and Director
J. Stuart Moore.................................... 36 Co-Chairman of the Board of Directors,
Co-Chief Executive Officer and Director
Sheeroy D. Desai................................... 32 Executive Vice President
Susan D. Johnson................................... 32 Chief Financial Officer
Preston B. Bradford................................ 42 Vice President
Christopher R. Davey............................... 33 Vice President
Anthony S. Jules................................... 30 Vice President
Desmond P. Varady.................................. 32 Vice President
R. Stephen Cheheyl................................. 52 Director
Darius W. Gaskins, Jr.............................. 58 Director
Bruce D. Parker.................................... 50 Director
Carl S. Sloane..................................... 61 Director
</TABLE>

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

Mr. Greenberg co-founded the Company in 1991 and has served as co-Chairman
of the Board of Directors and co-Chief Executive Officer and as a director since
the Company's inception.

Mr. Moore co-founded the Company in 1991 and has served as co-Chairman of
the Board of Directors and co-Chief Executive Officer and as a director since
the Company's inception.

Mr. Desai joined the Company in September 1991 and has served as Executive
Vice President since September 1994. Mr. Desai is responsible for managing the
Company's metropolitan New York and Atlanta offices.

Ms. Johnson joined the Company as Chief Financial Officer in February 1994.
From April 1991 to February 1994, Ms. Johnson was employed by Bitstream, Inc., a
software company, where she served in various finance positions prior to
becoming Chief Financial Officer.

Mr. Bradford joined the Company in September 1994 and became a Vice
President in April 1995. Mr. Bradford is responsible for managing the Company's
Cambridge, Chicago and Dallas offices. From March 1992 to September 1994, Mr.
Bradford was Director of Sales Compensation and Corporate Marketing with Sprint
Communications, Inc., a telecommunications company.

Mr. Davey joined the Company in February 1993 and became a Vice President
in September 1994. From June 1992 until February 1993, Mr. Davey served as a
Regional Sales Director with Aurum Software, Inc., a computer software
development company. From October 1990 until June 1992, Mr. Davey was a Regional
Sales Manager with Pansophic Systems, an applications software firm.

Mr. Jules joined the Company in June 1992 and became a Vice President in
September 1994. From March 1995 until December 1996, Mr. Jules was responsible
for managing the Company's San Francisco office. In August 1997, Mr. Jules
became Vice President of the Company's People Strategy Organization, which
combines all of the Company's recruiting, cultural, morale, communications,
benefits and leadership development teams. Prior to joining Sapient, Mr. Jules
was enrolled in a Ph.D. program at MIT.

25
<PAGE> 26

Mr. Varady joined the Company in October 1993 and became a Vice President
in September 1994. Mr. Varady is responsible for managing the Company's San
Francisco and Los Angeles offices. From February 1993 until October 1993, Mr.
Varady served as an assistant Vice President for Citicorp, a multinational
banking organization. From October 1990 until February 1993, Mr. Varady was an
account manager with CompuServe, Inc., a computer information service and
networking services provider.

Mr. Cheheyl has been a director of the Company since January 1996. From
October 1994 until he retired on December 31, 1995, Mr. Cheheyl served as
Executive Vice President, Business Operations of Bay Networks, Inc., a
manufacturer of computer networking products, which was formed through the
merger of Wellfleet Communications, Inc. ("Wellfleet") and Synoptics
Communications, Inc. From December 1990 to October 1994, Mr. Cheheyl served as
Senior Vice President, Finance and Administration of Wellfleet. Mr. Cheheyl is
also a director of Auspex Systems, Inc., ON Technology Corporation and Infinium
Software, Inc.

Mr. Gaskins has been a director of the Company since September 1995. Mr.
Gaskins is a founding partner of Carlisle, Fagan, Gaskins & Wise, Inc., a
management consulting firm, which was formed in May 1993. Since June 1991, Mr.
Gaskins has also been a partner of High Street Associates, Inc., which owns and
manages specialty chemical companies. From June 1989 until June 1991, Mr.
Gaskins was a visiting professor at the Center for Business and Government at
the John F. Kennedy School of Government. Previously, he served as President and
Chief Executive Officer of Burlington Northern Railroad and as Chairman of the
Interstate Commerce Commission. Mr. Gaskins is also a director of Anacomp Inc.,
UNR Industries, Inc. and Northwestern Steel and Wire Company.

Mr. Parker has been a director of the Company since September 1995. Since
December 1997, Mr. Parker has been Senior Vice President and Chief Information
Officer at United Airlines, Inc. From September 1994 to December 1997, Mr.
Parker was Senior Vice President -- Management Information Systems and Chief
Information Officer at Ryder System Inc., a transportation company. From April
1993 to September 1994, Mr. Parker served as a Vice President of American
Airlines, Inc. and as President of its Sabre Development Services Division. Mr.
Parker served as Vice President of Sabre Computer Services Division from 1988
until April 1993 and as Managing Director of Customer Services for Sabre
Computer Services Division from 1987 to 1988.

Mr. Sloane has been a director of the Company since September 1995. Mr.
Sloane is the Ernest L. Arbuckle Professor of Business Administration at Harvard
University's Graduate School of Business Administration, where he has been a
member of the faculty since September 1991. Previously, he served as Chairman
and Chief Executive Officer of Temple, Barker and Sloane, Inc., a management
consulting firm, and its successor corporation, Mercer Management Consulting,
Inc. Mr. Sloane is also a director of Ionics, Inc.

26
<PAGE> 27

SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership by the Selling Stockholders of the Common Stock of the Company as of
February 28, 1998 and as adjusted to reflect the sale of the shares of Common
Stock offered hereby.

<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK TO BE
BENEFICIALLY OWNED BENEFICIALLY OWNED
BEFORE SALE UNDER SHARES TO AFTER SALE UNDER
THIS PROSPECTUS(1) BE SOLD THIS PROSPECTUS(1)
------------------------ --------- ----------------------
NAME NUMBER PERCENTAGE NUMBER PERCENTAGE
---- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Jerry A. Greenberg(2)............ 6,580,830(3) 27.0% 600,000 5,980,830 24.2%
J. Stuart Moore(2)............... 6,486,210(4) 26.6% 600,000(5) 5,886,210 23.8%
Preston B. Bradford.............. 50,222 * 1,500 48,722 *
Christopher R. Davey............. 148,000 * 40,000 108,000 *
Sheeroy D. Desai................. 392,704 1.6% 10,000 382,704 1.5%
Susan D. Johnson................. 29,300 * 10,000 19,300 *
Anthony S. Jules................. 214,000 * 20,000 194,000 *
Desmond P. Varady................ 51,866 * 6,000 45,866 *
</TABLE>

- ---------------
* Less than 1%

(1) Each stockholder possesses sole voting and investment power with respect to
the shares listed, except as otherwise noted. For the stockholders listed
below, includes the following number of shares issuable to such person
within the 60-day period following February 28, 1998 pursuant to the
exercise of options: Mr. Bradford (before offering, 29,600; after offering,
28,100); Mr. Davey (87,500); Mr. Desai (94,000); Ms. Johnson (20,500); and
Mr. Varady (21,000). As of February 28, 1998, there were 24,361,540 shares
outstanding.

(2) These shares were issued to Messrs. Greenberg and Moore in connection with
their founding of the Company.

(3) Includes 368,344 shares held by the Jerry A. Greenberg Three-Year Qualified
Annuity Trust-1996, 1,782,904 shares held by the Jerry A. Greenberg
Eight-Year Qualified Annuity Trust-1996 and 517,082 shares held by the Jerry
A. Greenberg Three-Year Qualified Annuity Trust-1997, of which trusts Mr.
Greenberg is a co-trustee and over which shares Mr. Greenberg shares voting
and/or investment control.

(4) Includes (i) 1,902,304 shares held by the J. Stuart Moore Eight-Year
Qualified Annuity Trust-1996, of which Mr. Moore is the sole trustee and
over which Mr. Moore has sole voting and investment control, (ii) 428,000
shares held by the J. Stuart Moore Two-Year Qualified Annuity Trust-1996,
26,666 shares held by the J. Stuart Moore Remainder Trust and 400,000 shares
held by the J. Stuart Moore Two-Year Qualified Annuity Trust -- 1998, of
which trusts Mr. Moore is a co-trustee and over which shares Mr. Moore
shares investment control, (iii) 11,410 shares held by the J. Stuart Moore
Irrevocable Trust, of which Mr. Moore's wife is a co-trustee and over which
shares Mr. Moore's wife shares voting and/or investment control and (iv)
540,000 shares held by the J. Stuart Moore Gift Trust of 1995, over which
shares Mr. Moore does not have voting or investment control but in which
shares Mr. Moore has a beneficial interest. Mr. Moore disclaims beneficial
ownership of the shares held by the trusts except to the extent of his
proportionate pecuniary interest therein.

(5) Of the 600,000 shares to be sold, 450,000 shares are to be sold by Mr. Moore
directly and 150,000 shares are to be sold by the J. Stuart Moore Gift Trust
of 1995.

27
<PAGE> 28

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hale and Dorr LLP, Boston, Massachusetts, and for the
Underwriters by Ropes & Gray, Boston, Massachusetts.

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1997 and
1996 and the consolidated statements of income, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1997,
have been included and incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
auditors, appearing elsewhere and incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's regional offices located at Seven World Trade
Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
also may be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition,
reports, proxy statements and other information concerning the Company can be
inspected and copied at the offices of The Nasdaq Stock Market, Inc., 1735 K
Street, N.W., Washington, D.C. 20006. The Company is required to file electronic
versions of certain documents through the Commission's Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system. The Commission maintains a
World Wide Web site at http://www.sec.gov that contains reports, proxy
statements and other information regarding registrants that file electronically
with the Commission.

The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, supplements, exhibits and schedules thereto,
the "Registration Statement") under the Securities Act, with respect to the
Shares offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, as certain items are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Company, reference is made to such Registration
Statement. Statements contained in this Prospectus regarding the contents of any
agreement or other document are not necessarily complete, and in each instance
reference is made to the copy of such agreement or document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects by such reference. The Registration Statement may be inspected without
charge at the office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of all or any part thereof may be obtained from the
Commission at prescribed rates.

28
<PAGE> 29

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference:

(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the Commission on March 13, 1998 as amended
by Form 10-K/As filed with the Commission on March 18, 1998 and March 30,
1998;

(ii) The Company's Current Report on Form 8-K filed with the
Commission on March 18, 1998; and

(iii) The Company's Registration Statement on Form 8-A, filed with the
Commission on March 26, 1996, as amended by Form 8-A/A on March 28, 1996.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
initial filing of the Registration Statement of which this Prospectus is a part
and prior to the termination of the offering of the shares registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing 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 Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). All such requests should be
directed to: Sapient Corporation, One Memorial Drive, Cambridge, Massachusetts
02142, Attention: Secretary, Telephone: (617) 621-0200.

29
<PAGE> 30

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 31

SAPIENT CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Income........................... F-4
Consolidated Statements of Stockholders' Equity............. F-5
Consolidated Statements of Cash Flows....................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>

F-1
<PAGE> 32

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Sapient Corporation:

We have audited the accompanying consolidated balance sheets of Sapient
Corporation and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Sapient
Corporation and subsidiaries as of December 31, 1997 and 1996, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1997 in conformity with generally accepted accounting
principles.
KPMG PEAT MARWICK LLP

Boston, Massachusetts
January 23, 1998, except
for Note 13 which is
as of January 29, 1998

F-2
<PAGE> 33

SAPIENT CORPORATION
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1997 1996
--------- ---------
(IN THOUSANDS, EXCEPT
SHARE DATA)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................. $47,314 $50,301
Short term investments................................. 17,092 9,540
Accounts receivable, less allowance for doubtful
accounts of $425 and $150 for 1997 and 1996,
respectively.......................................... 16,217 11,744
Unbilled revenues on contracts......................... 9,071 4,674
Prepaid expenses....................................... 680 317
Other current assets................................... 959 150
Deferred income taxes.................................. 35 318
------- -------
Total current assets.............................. 91,368 77,044
Property and equipment, net................................. 6,315 2,575
Other assets................................................ 330 68
------- -------
Total assets...................................... $98,013 $79,687
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to bank.................................. $ 208 $ 288
Accounts payable....................................... 15 96
Accrued expenses....................................... 1,924 1,569
Accrued compensation................................... 3,453 2,281
Income taxes payable................................... 1,255 1,551
Deferred income taxes.................................. 1,820 142
Deferred revenues on contracts......................... 6,308 4,916
------- -------
Total current liabilities......................... 14,983 10,843
Deferred income taxes.................................. 121 1,296
Other long term liabilities............................ 910 755
------- -------
Total liabilities................................. 16,014 12,894
------- -------
Commitments and contingencies

Stockholders' equity:
Preferred stock, par value $0.01 per share; 5,000,000
shares authorized and none outstanding at December 31,
1996 and 1997......................................... -- --
Common stock, par value $0.01 per share, 40,000,000
shares authorized, 24,206,570 shares issued and
outstanding at December 31, 1997; 23,597,258 shares
issued and outstanding at December 31, 1996........... 242 236
Additional paid-in capital............................. 57,479 54,662
Retained earnings...................................... 24,278 11,920
Notes receivable from stockholders..................... -- (25)
------- -------
Total stockholders' equity........................ 81,999 66,793
------- -------
Total liabilities and stockholders' equity........ $98,013 $79,687
======= =======
</TABLE>

See accompanying notes to Consolidated Financial Statements.
F-3
<PAGE> 34

SAPIENT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1997 1996 1995
---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C>
Revenues.................................................... $90,360 $49,009 $24,481
Operating expenses:
Project personnel costs................................ 43,816 22,985 11,723
Selling and marketing.................................. 5,893 2,422 1,129
General and administrative............................. 22,108 14,294 6,733
Acquisition costs...................................... 560 -- --
------- ------- -------
Total operating expenses.......................... 72,377 39,701 19,585
------- ------- -------
Income from operations................................. 17,983 9,308 4,896
Interest income............................................. 2,078 1,098 13
------- ------- -------
Income before income taxes............................. 20,061 10,406 4,909
Income taxes................................................ 7,703 3,936 1,995
------- ------- -------
Net Income........................................ $12,358 $ 6,470 $ 2,914
======= ======= =======
Basic net income per share.................................. $ 0.52 $ 0.30 $ 0.16
======= ======= =======
Diluted net income per share................................ $ 0.47 $ 0.27 $ 0.14
======= ======= =======
Weighted average common shares.............................. 23,996 21,631 18,275
Weighted average common share equivalents................... 2,083 2,425 2,851
------- ------- -------
Weighted average common shares and common share
equivalents............................................... 26,079 24,056 21,126
======= ======= =======
</TABLE>

See accompanying notes to Consolidated Financial Statements.
F-4
<PAGE> 35

SAPIENT CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
VOTING NON-VOTING NOTES
COMMON STOCK COMMON STOCK ADDITIONAL RECEIVABLE TOTAL
--------------- ---------------- PAID-IN RETAINED FROM STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS STOCKHOLDERS EQUITY
------ ------ ------ ------ ---------- -------- ------------ -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1994................. 10,581 $106 7,098 $ 71 $ -- $ 2,536 $(50) $ 2,663
Notes receivable from
stockholders.................... -- -- -- -- -- -- (25) (25)
Exercised stock options........... -- -- 566 6 37 -- -- 43
Net income........................ -- -- -- -- -- 2,914 -- 2,914
------ ---- ------- ---- ------- ------- ---- -------
Balance at
December 31, 1995................. 10,581 106 7,664 77 37 5,450 (75) 5,595
Notes repaid from stockholders.... -- -- -- -- -- -- 50 50
Exercised stock options........... 932 9 -- -- 204 -- -- 213
Proceeds from public offerings.... 4,390 44 -- -- 54,053 -- -- 54,097
Conversion of non-voting shares to
voting shares................... 7,664 77 (7,664) (77) -- -- -- --
Tax benefit of disqualifying
dispositions of stock options... -- -- -- -- 108 -- -- 108
Stock based compensation.......... 31 -- -- -- 260 -- -- 260
Net income........................ -- -- -- -- -- 6,470 -- 6,470
------ ---- ------- ---- ------- ------- ---- -------
Balance at
December 31, 1996................. 23,598 236 -- -- 54,662 11,920 (25) 66,793
Notes repaid from stockholders.... -- -- -- -- -- -- 25 25
Exercised stock options........... 608 6 -- -- 1,783 -- -- 1,789
Tax benefit of disqualifying
dispositions of stock options... -- -- -- -- 1,034 -- -- 1,034
Net income........................ -- -- -- -- -- 12,358 -- 12,358
------ ---- ------- ---- ------- ------- ---- -------
Balance at
December 31, 1997................. 24,206 $242 -- $ -- $57,479 $24,278 $ -- $81,999
====== ==== ======= ==== ======= ======= ==== =======
</TABLE>

See accompanying notes to Consolidated Financial Statements.

F-5
<PAGE> 36

SAPIENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1997 1996 1995
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 12,358 $ 6,470 $ 2,914
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization........................... 2,450 1,244 512
Deferred income taxes................................... 786 (1,030) 1,997
Allowance for doubtful accounts......................... 275 -- 50
Stock compensation expense.............................. -- 260 --
Changes in operating assets and liabilities:
Increase in accounts receivable.................... (4,748) (4,080) (4,674)
Increase in unbilled revenues on contracts......... (4,397) (2,392) (2,264)
Increase in prepaid expenses....................... (363) (172) (125)
(Increase) decrease in other current assets........ (809) (150) 94
Decrease (increase) in income tax receivable....... -- 480 (480)
(Increase) decrease in other assets................ (262) 49 (65)
(Decrease) increase in accounts payable............ (81) (397) 164
Increase in accrued expenses....................... 355 546 275
Increase in accrued compensation................... 1,172 1,419 478
Increase (decrease) in income taxes payable........ 738 1,552 (1,160)
Increase (decrease) in other long term
liabilities...................................... 155 717 (48)
Increase in deferred revenues on contracts......... 1,392 2,541 1,207
-------- -------- -------
Net cash provided by (used in) operating
activities................................... 9,021 7,057 (1,125)
-------- -------- -------
Cash flows from investing activities:
Purchase of property and equipment...................... (6,190) (2,034) (1,116)
Sales and maturities of short term investments.......... 12,190 -- --
Purchases of short term investments..................... (19,742) (9,540) --
-------- -------- -------
Net cash used in investing activities.......... (13,742) (11,574) (1,116)
-------- -------- -------
Cash flows from financing activities:
Proceeds from (payments to) stockholders for notes
receivable............................................ 25 50 (25)
Exercise of stock options............................... 1,789 213 43
Net proceeds from initial public offering............... -- 32,403 --
Net proceeds from follow-on public offering............. -- 21,694 --
Principal payments on notes payable to related
parties............................................... -- -- (16)
Principal payments on notes payable to bank............. (80) (49) (18)
-------- -------- -------
Net cash provided by financing activities...... 1,734 54,311 (16)
-------- -------- -------
(Decrease) increase in cash and cash equivalents............ (2,987) 49,794 (2,257)
Cash and cash equivalents, beginning of year................ 50,301 507 2,764
-------- -------- -------
Cash and cash equivalents, end of year...................... $ 47,314 $ 50,301 $ 507
======== ======== =======
Schedule of non-cash financing activities:
Tax benefit of disqualifying dispositions of stock
options................................................. $ 1,034 $ 108 $ --
======== ======== =======
</TABLE>

See accompanying notes to Consolidated Financial Statements.
F-6
<PAGE> 37

SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) NATURE OF BUSINESS

Sapient Corporation (together with its wholly owned subsidiaries, "Sapient"
or the "Company") develops client/server and Web-based software applications
designed to help organizations improve their processes and performance. Services
provided include implementation and integration of packaged software solutions,
custom software development, ERP implementations, production support and
business and operational consulting.

On December 15, 1997, the Company acquired all of the outstanding common
stock of EXOR Technologies, Inc. ("EXOR") in exchange for 611,738 shares of
Sapient Common Stock (see Note 12). The Company's Consolidated Financial
Statements have been restated for all periods presented to reflect the
acquisition of EXOR, which has been accounted for as a pooling of interests.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany transactions
have been eliminated in consolidation.

(b) Cash and Cash Equivalents

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. Cash and cash
equivalent balances consist of deposits and repurchase agreements with a large
U.S. commercial bank and tax exempt short-term municipal bonds.

Short-term investments are available-for-sale securities, which are
recorded at fair market value. The difference between fair market value and cost
is not material. Realized gains and losses from sales of available-for-sale
securities were not material for any period presented.

(d) Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation
and amortization. Depreciation and amortization are computed using the straight
line and accelerated methods over the estimated useful lives of the related
assets which range from three to seven years. Leasehold improvements are
amortized over the lesser of the estimated useful lives of the assets or the
lease term.

(e) Revenue Recognition

Revenues pursuant to fixed-fee contracts are generally recognized as
services are rendered on the percentage-of-completion method of accounting
(based on the ratio of costs incurred to total estimated costs). Revenues
pursuant to time and material contracts are generally recognized as services are
provided. Revenues from maintenance agreements are recognized ratably over the
terms of the agreements.

Provisions for estimated losses on uncompleted contracts are made on a
contract by contract basis and are recognized in the period in which such losses
are determined. Unbilled revenues on contracts are comprised of costs plus
earnings on certain contracts in excess of contractual billings on such
contracts. Billings in excess of costs plus earnings are classified as deferred
revenues.

F-7
<PAGE> 38
SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(f) Income Taxes

The Company records income taxes using the asset and liability method.
Deferred income tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective income
tax bases, operating loss and tax credit carryforwards. Deferred income tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred income tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

(g) Financial Instruments and Concentration of Credit Risk

Financial instruments which potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents and accounts
receivable.

The Company performs ongoing credit evaluations of its customers and
generally does not require collateral on accounts receivable. The Company
maintains allowances for potential credit losses and such losses have been
within management's expectations. Write-offs of accounts receivable have not
been material for any of the periods presented. The Company operates in one
industry segment and its customers are headquartered primarily in North America.

The fair market values of cash and cash equivalents, accounts receivable
and debt instruments at both December 31, 1997 and 1996 approximate their
carrying amounts.

(h) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(i) Impairment of Long-Lived Assets

In accordance with Financial Accounting Standards Board Statement No. 121,
the Company records impairment losses on long-lived assets used in operations
when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying
amount.

(j) Research and Development Costs

Research and development expenditures are charged to operations as
incurred. To date, substantially all research and development activities of the
Company have been pursuant to customer contracts and, accordingly, have been
expensed as project costs. The Company has not capitalized any software
development costs since such costs have neither been significant nor can the
future economic benefit be reasonably determined.

(k) Stock-Based Compensation

Statement of Financial Accounting Standards No. 123 ("SFAS 123") requires
that companies either recognize compensation expense for grants of stock, stock
options, and other equity instruments based on fair value, or provide pro forma
disclosure of net income and earnings per share in the notes to the financial
statements. The Company applies APB Opinion 25 and related interpretations in
accounting for its plans. Accordingly, no compensation cost has been recognized

F-8
<PAGE> 39
SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

under SFAS No. 123 for the Company's stock option plans, and footnote disclosure
is provided in Note 8.

(l) New Accounting Pronouncements

During 1997, the Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings per Share" ("SFAS 128"). SFAS 128 establishes a
different method of computing net income per share than previously required
under the provisions of Accounting Principles Board Opinion No. 15, "Earnings
per Share," and requires restatement of all prior periods presented. Under SFAS
128, the Company presents both basic net income per share and diluted net income
per share. Basic net income per share is based on the weighted average number of
shares outstanding during the period. Diluted net income per share reflects the
per share effect of dilutive stock options and other dilutive common stock
equivalents.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130"). SFAS 130 establishes standards for reporting comprehensive income and its
components in the body of the financial statements. Comprehensive income
includes net income as currently reported under Generally Accepted Accounting
Principles and also considers the effect of additional economic events that
affect a Company but are not required to be recorded in determining net income
but are rather reported as a separate component of stockholders' equity. These
events include certain foreign currency transactions and related hedging
activities accounted for under Statement of Financial Accounting Standards No.
52 "Foreign Currency Translation" and unrealized gains and losses on investments
in marketable securities accounted for under Statement of Financial Accounting
Standards No. 115 "Accounting for Certain Investments in Debt and Equity
Securities." The Company plans to adopt SFAS 130 in 1998. The effect of adopting
SFAS 130 is not expected to be material to the Company.

(3) PROPERTY AND EQUIPMENT

The cost and accumulated depreciation of property and equipment at December
31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
1997 1996
---- ----
(IN THOUSANDS)
<S> <C> <C>
Leasehold improvements............................... $ 3,559 $ 548
Furniture and fixtures............................... 904 562
Office equipment..................................... 1,714 981
Computer equipment................................... 4,810 2,706
------- -------
10,987 4,797
Less accumulated depreciation and
amortization.................................. (4,672) (2,222)
------- -------
Property and equipment, net.......................... $ 6,315 $ 2,575
======= =======
</TABLE>

F-9
<PAGE> 40
SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(4) BANK LOANS

The Company has a $5,000,000 loan facility with a bank which expires in
June 1998. Borrowings under this agreement bear interest at the bank's prime
rate. The Company had no borrowings under this facility at December 31, 1997 or
1996. The facility contains various financial covenants, including limitations
on the payment of cash dividends and maintenance of certain financial ratios.

(5) INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Federal, current......................................... $5,220 $ 3,951 $ (4)
State, current........................................... 1,697 1,015 2
------ ------- ------
6,917 4,966 (2)
Federal, deferred........................................ 647 (924) 1,543
State, deferred.......................................... 139 (106) 454
------ ------- ------
786 (1,030) 1,997
------ ------- ------
Income tax expense....................................... $7,703 $ 3,936 $1,995
====== ======= ======
</TABLE>

Income tax expense for the years ended December 31, 1997, 1996 and 1995
differed from the amounts computed by applying the U.S. statutory income tax
rate to pre-tax income as a result of the following:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Statutory income tax rate................................... 35.0% 35.0% 34.0%
State income taxes, net of federal benefit.................. 6.0 5.7 6.3
Tax exempt interest......................................... (3.3) (2.6) --
Other, net.................................................. 0.7 (0.3) 0.3
---- ---- ----
Effective income tax rate................................... 38.4% 37.8% 40.6%
==== ==== ====
</TABLE>

F-10
<PAGE> 41
SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1997 and 1996, deferred income tax assets and liabilities
resulted from reporting differences in the recognition of income and expense for
income tax and financial reporting purposes. The sources and tax effects of
these temporary differences are presented below:

<TABLE>
<CAPTION>
1997 1996
---- ----
(IN THOUSANDS)
<S> <C> <C>
Deferred income tax assets:
Deferred revenue....................................... $ 1,855 $ 1,736
Allowance for doubtful accounts........................ 60 62
Accrual for compensation............................... 390 408
Other accruals......................................... 745 634
Property and equipment................................. 548 108
Stock compensation..................................... -- 104
------- -------
Total gross deferred income tax assets............ 3,598 3,052
Deferred income tax liabilities:
Deferred taxes relating to the use of cash method of
accounting for tax purposes prior to 1996............ (1,309) (2,248)
Unbilled revenue....................................... (3,652) (1,924)
Other accruals......................................... (543) --
------- -------
Total gross deferred income tax liabilities....... (5,504) (4,172)
------- -------
Net deferred income tax liabilities.......... $(1,906) $(1,120)
======= =======
</TABLE>

In assessing the realizability of deferred income tax assets, the Company
considers whether it is more likely than not that some portion or all of the
deferred income tax assets will not be realized. Due to the fact that the
Company has sufficient taxable income in the federal carryback period and
anticipates sufficient future taxable income over the periods in which deferred
income tax assets are deductible, the ultimate realization of deferred income
tax assets for federal and state income tax purposes appears more likely than
not.

Total income tax expense for the years ended December 31, 1997, 1996 and
1995 was allocated as follows:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Income taxes from continuing operations................. $ 7,703 $ 3,936 $1,995
Stockholders' equity, for compensation expense for tax
purposes in excess of amounts recognized for financial
statement purposes.................................... (1,034) (108) --
------- ------- ------
$ 6,669 $ 3,828 $1,995
======= ======= ======
</TABLE>

Total income taxes paid in 1997, 1996 and 1995 were approximately
$6,179,000, $2,838,000 and $226,000, respectively.

F-11
<PAGE> 42
SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(6) COMMITMENTS AND CONTINGENCIES

The Company maintains its executive office in Massachusetts and operating
offices in several locations throughout the United States. The Company also
leases office equipment under various operating leases. Future minimum rental
commitments under all noncancelable operating leases with initial or remaining
terms in excess of one year were as follows at December 31, 1997:

<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
1998...................................................... $ 7,140
1999...................................................... 7,184
2000...................................................... 6,745
2001...................................................... 7,744
2002...................................................... 6,358
Thereafter................................................ 23,267
</TABLE>

Rent expense for the years ended December 31, 1997, 1996 and 1995 was
approximately $3,996,000, $3,144,000, and $1,300,000, respectively.

The Company has issued letters of credit with a bank in the aggregate
amount of $975,000 as security deposits for certain of the Company's lease
commitments.

The Company has certain contingent liabilities that arise in the ordinary
course of its business activities. The Company accrues contingent liabilities
when it is probable that future expenditures will be made and such expenditures
can be reasonably estimated.

The Company is in arbitration with a former employee who alleges breach of
certain contractual and other violations resulting from his termination as an
employee. Management denies that it breached any obligations or duties to this
former employee, and believes that the Company has meritorious defenses. The
Company plans to vigorously contest these claims. Although the Company does not
expect the claims to have a material adverse effect on the Company's business,
results of operations or financial condition, an adverse judgment or settlement
could have a material adverse effect on the operating results reported by the
Company for the period in which any such adverse judgment or settlement occurs.

(7) SIGNIFICANT CUSTOMERS

No customer accounted for greater than 10% of total revenues in 1997 or
accounts receivable at December 31, 1997. Two customers accounted for 19% and
15%, respectively, of total revenues in 1996 and 10% of accounts receivable at
December 31, 1996. Three customers accounted for 14%, 14% and 12%, respectively,
of total revenues in 1995 and 34% of accounts receivable at December 31, 1995.

(8) STOCK PLANS

(a) 1992 Stock Option Plan

During 1992, the Company approved the 1992 Stock Plan (the "1992 Plan") for
its employees. The 1992 Plan provided for the Board of Directors to grant stock
options, stock purchase authorizations and stock bonus awards up to an aggregate
of 5,000,000 shares of non-voting Common Stock. Since consummation of its
initial public offering of Common Stock in April 1996, no further grants or
awards may be made pursuant to the 1992 Stock Plan (but previously outstanding
awards remain outstanding but are exercisable for voting Common Stock).

Most stock options granted under the 1992 Plan qualify as Incentive Stock
Options ("ISO") under Section 422 of the Internal Revenue Code. The price at
which shares may be purchased with

F-12
<PAGE> 43
SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

an option was specified by the Board at the date the option was granted, but in
the case of an ISO, was not less than the fair market value of the Company's
Common Stock on the date of grant. The duration of any option was specified by
the Board, but no option designated as an ISO can be exercised beyond ten years
from the date of grant. Stock options granted under the 1992 Plan generally
become exercisable over a four-year period, are nontransferable, and expire six
years after the date of grant (subject to earlier termination in the event of
the termination of the optionee's employment or other relationship with the
Company).

(b) 1996 Equity Stock Incentive Plan

The Company's 1996 Equity Stock Incentive Plan (the "1996 Plan") authorizes
the Company to grant options to purchase Common Stock, to make awards of
restricted Common Stock, and to issue certain other equity-related awards to
employees and directors of, and consultants to, the Company. The total number of
shares of Common Stock which may be issued under the 1996 Plan is 4,800,000
shares. The 1996 Plan is administered by the Compensation Committee of the Board
of Directors, which selects the persons to whom stock options and other awards
are granted and determines the number of shares, the exercise or purchase
prices, the vesting terms and the expiration date. Non-qualified stock options
may be granted at exercise prices which are above, equal to or below the grant
date fair market value of the Common Stock. The exercise price of options
qualifying as Incentive Stock Options may not be less than the grant date fair
market value of the Common Stock. Stock options granted under the 1996 Plan are
nontransferable, generally become exercisable over a four-year period and expire
ten years after the date of grant (subject to earlier termination in the event
of the termination of the optionee's employment or other relationship with the
Company).

The Company's 1996 Employee Stock Purchase Plan (the "Purchase Plan")
authorizes the issuance of up to 300,000 shares of Common Stock to participating
employees through a series of semi-annual offerings. The maximum number of
shares available in each offering is 50,000 shares (plus any unpurchased shares
available from previous offerings). An employee becomes eligible to participate
in the Purchase Plan when he or she is regularly employed by the Company for at
least 20 hours a week and for more than five months in a calendar year on the
first day of the applicable offering. The price at which employees may purchase
Common Stock in an offering is 85% of the closing price of the Common Stock on
the Nasdaq National Market on the day the offering commences or on the day the
offering terminates, whichever is lower. Approximately 57% of eligible employees
participated in the two offerings under the Purchase Plan during the year ended
December 31, 1997. Approximately 70% of eligible employees participated in the
first offering under the Purchase Plan, which terminated on December 31, 1996.
Under the Purchase Plan, the Company sold 93,628 and 33,830 shares of Common
Stock in 1997 and 1996, respectively.

(d) 1996 Directors Stock Option Plan

The Company's 1996 Directors Stock Option Plan (the "Directors Plan")
authorizes the issuance of 60,000 shares of Common Stock. Each non-employee
director elected to the Board of Directors after the adoption of the Directors
Plan will, upon his or her election, automatically be granted an option to
purchase 10,000 shares of Common Stock at an exercise price equal to the grant
date fair market value of the Company's Common Stock. Options granted pursuant
to the Directors Plan vest in four equal annual installments commencing on the
first anniversary of the date of grant and generally expire ten years after the
date of grant. As of December 31, 1997, no options had been granted under the
Directors Plan.

F-13
<PAGE> 44
SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A summary of the status of the Company's two fixed stock option plans as of
December 31, 1997 and 1996 and changes during the years then ended is presented
below:

<TABLE>
<CAPTION>
1997 1996 1995
----------------- ----------------- -----------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
FIXED OPTIONS SHARES PRICE SHARES PRICE SHARES PRICE
------------- ------ -------- ------ -------- ------ --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year....... 2,982 $ 5.14 3,018 $ 0.75 2,852 $0.28
Granted................................ 2,098 23.59 1,066 13.18 878 1.94
Exercised.............................. (608) 0.63 (932) 0.25 (566) 0.08
Forfeited.............................. (89) 12.27 (170) 3.41 (146) 0.97
------ ----- -----
Outstanding at end of year............. 4,383 14.49 2,982 5.14 3,018 0.76
====== ===== =====
Options exercisable at year end........ 755 722 928
====== ===== =====
Weighted average grant date fair value
of options granted during the year... $12.67 $7.16 $0.10
====== ===== =====
</TABLE>

The following table summarizes information about fixed stock options
outstanding at December 31, 1997:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------- -------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
NUMBER REMAINING EXERCISE NUMBER EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING CONTRACTUAL LIFE PRICE EXERCISABLE PRICE
------------------------ ----------- ---------------- -------- ----------- --------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
$0.00 to $ 2.50................ 1,353 2.7 years $ 1.19 551 $ 0.73
$2.51 to $ 7.00................ 445 4.2 years 5.71 37 5.33
$7.01 to $ 20.00............... 410 9.0 years 17.22 73 17.89
$20.01 to $ 22.50.............. 632 9.0 years 21.07 93 21.08
$22.51 to $ 25.00.............. 604 9.7 years 24.28 1 23.25
$25.01 to $27.50............... 939 9.9 years 25.88 -- --
----- ---
4,383 6.9 years 14.49 755 5.15
===== ===
</TABLE>

The Company has four stock-based compensation plans, which are described
above. The Company applies APB Opinion 25 and related interpretations in
accounting for its plans. No compensation has been recognized relative to grants
under these plans. Had compensation cost for the awards under those plans been
determined based on the grant date fair values for awards under those plans
consistent with the method required under SFAS 123, the Company's net income and
net income per share would have been reduced to the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Net income
As reported.................................... $12,358 $6,470 $2,914
Pro forma...................................... $ 5,274 $5,021 $2,899
Basic net income per share
As reported.................................... $ 0.52 $ 0.30 $ 0.16
Pro forma...................................... $ 0.22 $ 0.23 $ 0.16
Diluted net income per share
As reported.................................... $ 0.47 $ 0.27 $ 0.14
Pro forma...................................... $ 0.20 $ 0.21 $ 0.14
</TABLE>

F-14
<PAGE> 45
SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The fair value of each option granted is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 1997, 1996 and 1995, respectively: dividend yield
of 0.0% for each year, expected volatility of 0.0% for the 1992 Plan options and
64.8%, 104.9% and 0.0% for the 1996 Plan options, risk free interest rates
ranging from 5.0% to 5.25% for the 1992 Plan options and 5.0% to 5.7% for the
1996 Plan options, and expected lives of 4 years for the 1992 Plan and the 1996
Plan options.

Pro-forma compensation cost related to the Purchase Plan is recognized for
the fair value of the employees' purchase rights, which was estimated using the
Black-Scholes model with the following assumptions for the years ended December
31, 1997 and 1996: dividend yield of 0.0% and 0.0%, expected volatility of 64.8%
and 67.5%, risk free interest rate of 5.7% and 5.0% and expected life of 6
months.

Pro forma net income derived as a result of applying SFAS 123 may not be
representative of the effects on reported net income for future years.

(9) RETIREMENT PLANS

The Company established a 401(k) retirement savings plan for employees in
June 1994. Under the provisions of the plan, the Company matches 25% of an
employee's contribution, up to a maximum of $1,250 per employee per year. Total
Company contributions in 1997, 1996 and 1995 were approximately $520,000,
$356,000 and $94,000, respectively.

(10) PUBLIC OFFERINGS

The Company completed its initial public offering (IPO) of Common Stock on
April 10, 1996. The IPO resulted in the issuance of 3,390,000 shares of Common
Stock. Proceeds to the Company, net of underwriting discounts and costs of the
offering, were approximately $32.4 million.

The Company completed a follow-on offering of Common Stock on October 29,
1996 which resulted in the issuance of 1,000,000 shares of Common Stock.
Proceeds to the Company, net of underwriting discounts and costs of the
offering, were approximately $21.7 million.

(11) CAPITAL STOCK

(a) Increase in Authorized Common Stock; Conversion of Non-Voting Common

On February 13, 1996, the Company's Board of Directors authorized an
increase in the authorized number of shares of voting Common Stock to 30,000,000
and non-voting Common Stock to 10,000,000 and provided that, upon the closing of
an IPO, all shares of non-voting Common Stock then outstanding would be
converted automatically into an equal number of shares of voting Common Stock
and the authorized capitalization of the Company will consist of 40,000,000
shares of Common Stock and 5,000,000 shares of Preferred Stock.

(b) Preferred Stock

On February 13, 1996, the Board of Directors authorized an amendment to the
Company's Certificate of Incorporation giving the Board the authority to issue
up to 5,000,000 shares, $0.01 par value, of Preferred Stock with terms to be
established by the Board at the time of issuance.

(12) ACQUISITIONS

On December 15, 1997, the Company issued 611,738 shares of Sapient Common
Stock for all of the outstanding shares of common stock of EXOR, a provider of
ERP implementation services using Oracle applications. This business combination
has been accounted for as a pooling of
F-15
<PAGE> 46
SAPIENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

interests and, accordingly, the Consolidated Financial Statements for the
periods prior to the combination have been restated to include the accounts and
results of operations of EXOR.

The results of operations previously reported by the separate enterprises
and the combined amounts presented in the accompanying Consolidated Financial
Statements are summarized below.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
NINE MONTHS ENDED ------------------
SEPTEMBER 30, 1997 1996 1995
------------------ ---- ----
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C>
Net Revenues:
Sapient....................................... $57,319 $44,580 $21,930
EXOR.......................................... 6,076 4,429 2,551
------- ------- -------
Combined...................................... $63,395 $49,009 $24,481
======= ======= =======
Net Income (Loss):
Sapient....................................... $ 8,505 $ 6,571 $ 2,830
EXOR.......................................... 617 (101) 84
------- ------- -------
Combined...................................... $ 9,122 $ 6,470 $ 2,914
======= ======= =======
</TABLE>

(13) SUBSEQUENT EVENT

On January 29, 1998 the Company declared a two-for-one stock split effected
as a 100% stock dividend distributed on March 9, 1998, to all shareholders of
record on February 20, 1998. All financial results and share information have
been restated to reflect the effect of the stock dividend.

(14) SUBSEQUENT EVENT (UNAUDITED)

On March 25, 1998, the Company filed preliminary proxy materials with the
Securities and Exchange Commission relating to its 1998 Annual Meeting of
Stockholders, which is scheduled to be held on May 8, 1998. At the Meeting,
stockholders will be asked to approve, among other things, the following three
items which were approved by the Company's Board of Directors on March 24, 1998:

(i) an amendment to the Company's Amended and Restated Certificate of
Incorporation increasing the number of authorized shares of Common
Stock from 40,000,000 shares to 100,000,000 shares;

(ii) adoption of the Company's 1998 Stock Incentive Plan and the
reservation of 2,000,000 shares of Common Stock for issuance
thereunder; and

(iii) an amendment to the Company's 1996 Employee's Stock Purchase Plan
increasing the number of shares of Common Stock reserved for purchase
thereunder from 300,000 shares to 660,000 shares.

F-16
<PAGE> 47

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company and the Selling Stockholders have agreed to sell to each of the
Underwriters named below, and each of such Underwriters, for whom Goldman, Sachs
& Co., Deutsche Morgan Grenfell Inc. and Morgan Stanley & Co. Incorporated are
acting as representatives, has severally agreed to purchase from the Company and
the Selling Stockholders, the respective number of shares of Common Stock set
forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON
UNDERWRITER STOCK
----------- ---------
<S> <C>
Goldman, Sachs & Co. ....................................... 760,500
Deutsche Morgan Grenfell Inc. .............................. 253,500
Morgan Stanley & Co. Incorporated........................... 253,500
Adams, Harkness & Hill, Inc................................. 70,000
BT Alex. Brown Incorporated................................. 70,000
CIBC Oppenheimer Corp....................................... 70,000
Friedman, Billings, Ramsey & Co. Inc. ...................... 70,000
Smith Barney Inc. .......................................... 70,000
Wheat First Securities, Inc................................. 70,000
---------
Total............................................. 1,687,500
=========
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.

The Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and in part to certain securities dealers at such
price less a concession of $1.45 per share. The underwriters may allow, and such
dealers may reallow, a concession not in excess of $0.10 per share to certain
brokers and dealers. After the shares of Common Stock are released for sale to
the public, the offering price and other selling terms may from time to time be
varied by the representatives.

The Company has granted the Underwriters an option exercisable for 30 days
after the date of this Prospectus to purchase up to an aggregate of 253,125
additional shares of Common Stock to cover over-allotments, if any. If the
Underwriters exercise their over-allotment option, the Underwriters have
severally agreed, subject to certain conditions, to purchase approximately the
same percentage thereof that the number of shares to be purchased by each of
them, as shown in the foregoing table, bears to the shares of Common Stock
offered.

In connection with the offering, the Underwriters may purchase and sell the
Common Stock in the open market. These transactions may include over-allotment
and stabilizing transactions, "passive" market making (see below) and purchases
to cover syndicate short positions created in connection with the offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or retarding a decline in the market price of Common Stock; and
syndicate short positions involve the sale by the Underwriters of a great number
of shares of Common Stock than they are required to purchase from the Company in
the offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the securities sold in the offering for their account may be reclaimed by the
syndicate if such securities are repurchased by the syndicate in stabilizing or
covering transactions.

U-1
<PAGE> 48

These activities may stabilize, maintain or otherwise affect the market price of
the Common Stock, which may be higher than the price that might otherwise
prevail in the open market; and these activities, if commenced, may be
discontinued at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market or otherwise.

As permitted by Rule 103 under the Exchange Act, certain Underwriters (and
selling group members, if any) that are market makers ("passive market makers")
in the Common Stock may make bids for or purchases of the Common Stock in the
Nasdaq National Market until such time, if any, when a stabilizing bid for such
securities has been made. Rule 103 generally provides that (i) a passive market
maker's net daily purchases of the Common Stock may not exceed 30% of its
average daily trading volume in such securities for the two full consecutive
calendar months (or any 60 consecutive days ending within the 10 days)
immediately preceding the filing date of the registration statement of which
this Prospectus forms a part, (ii) a passive market maker may not effect
transactions or display bids for the Common Stock at a price that exceeds the
highest independent bid for the Common Stock by persons who are not passive
market makers and (iii) bids made by passive market makers must be identified as
such.

The Company's executive officers and directors and certain other holders of
Common Stock (including the Selling Stockholders) who will hold in the aggregate
approximately 12,423,000 shares of Common Stock following this offering, have
agreed not to offer, sell, contract to sell, grant any option to purchase or
otherwise dispose of or agree to dispose of any shares of Common Stock or
substantially similar securities owned beneficially by them for 90 days after
the date of this Prospectus. In addition, Messrs. Greenberg and Moore and
certain related trusts, who will hold 11,867,040 of such 12,423,000 shares, have
agreed to the above described holdback for an additional 90 day period. Of the
12,423,000 shares of Common Stock subject to the holdback agreements,
approximately 916,000 such shares have been pledged to financial institutions as
collateral for loans. None of the financial institutions to which such shares
have been pledged have agreed to any limitations on their ability to offer,
sell, contract to sell or otherwise dispose of such shares following the
occurrence of an event of default as defined in the loan agreements with any of
such stockholders.

The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act.

The Company has provided services in the ordinary course of its business to
Goldman, Sachs & Co., the lead representative of the Underwriters, on an ongoing
basis since 1995. During 1997, Goldman, Sachs & Co. accounted for approximately
5% of the Company's revenues. The Company's work for Goldman, Sachs & Co. is
ongoing.

U-2
<PAGE> 49

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<PAGE> 50

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 51

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 5
Use of Proceeds....................... 9
Dividend Policy....................... 9
Market Price of Common Stock.......... 9
Capitalization........................ 10
Selected Consolidated Financial
Data................................ 11
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 12
Business.............................. 18
Management............................ 25
Selling Stockholders.................. 27
Legal Matters......................... 28
Experts............................... 28
Available Information................. 28
Incorporation of Certain Documents by
Reference........................... 29
Index to Consolidated Financial
Statements.......................... F-1
Underwriting.......................... U-1
</TABLE>

======================================================
======================================================
1,687,500 SHARES

SAPIENT CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
------------------

[SAPIENT LOGO]
------------------

GOLDMAN, SACHS & CO.

DEUTSCHE MORGAN GRENFELL

MORGAN STANLEY DEAN WITTER

REPRESENTATIVES OF THE UNDERWRITERS
======================================================