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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000606/0000950135-00-003109/0000950135-00-003109.txt : 20000919
<SEC-HEADER>0000950135-00-003109.hdr.sgml : 20000919
ACCESSION NUMBER:		0000950135-00-003109
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20000606
EFFECTIVENESS DATE:		20000606

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FORRESTER RESEARCH INC
		CENTRAL INDEX KEY:			0001023313
		STANDARD INDUSTRIAL CLASSIFICATION:	 [8700
]		IRS NUMBER:				042797789
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-38626
			FILM NUMBER:		649692
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		400 TECHNOLOGY SQUARE
				CITY:			CAMBRIDGE
				STATE:			MA
				ZIP:			02139
				BUSINESS PHONE:		6174977090
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		400 TECHNOLOGY SQUARE
					CITY:			CAMBRIDGE
					STATE:			MA
					ZIP:			02139
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORRESTER RESEARCH, INC.
<TEXT>

<PAGE>   1

      As filed with the Securities and Exchange Commission on June 6, 2000
                                                                 File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            FORRESTER RESEARCH, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                 04-2797789
    (State or other jurisdiction                  (I.R.S. Employer
  of incorporation or organization)              Identification No.)


                              400 Technology Square
                         Cambridge, Massachusetts 02139
                                 (617) 497-7090
          (Address of principal executive offices, including zip code)

                  AMENDED AND RESTATED FORRESTER RESEARCH, INC.
                           1996 EQUITY INCENTIVE PLAN

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

                            (Full title of the plan)

                            SUSAN WHIRTY MAFFEI, ESQ.
                   Chief Financial Officer and General Counsel
                            Forrester Research, Inc.
                              400 Technology Square
                         Cambridge, Massachusetts 02139
                                 (617) 497-7090
                              (617) 868-0577 (Fax)

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

 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

 Title of Securities     Amount to be         PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
 to be registered        registered           OFFERING PRICE         AGGREGATE OFFERING     REGISTRATION
                                              PER SHARE(1)           PRICE(1)               FEE
<S>                    <C>                     <C>                   <C>                   <C>
COMMON STOCK,
PAR VALUE $0.01        3,000,000 shares          $52.625               $157,875,000          $41,679
</TABLE>

(1) The offering price per share and the maximum aggregate offering price have
    been estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) on the basis of the average of the high and low
    prices of Forrester Research, Inc. Common Stock, par value $0.01 per share,
    reported on the Nasdaq National Market on May 30, 2000.


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

<PAGE>   2
                                EXPLANATORY NOTE


    This Registration Statement has been filed pursuant to General Instruction E
on Form S-8, to register 3,000,000 additional securities to be offered pursuant
to the Amended and Restated Forrester Research, Inc. 1996 Equity Incentive Plan
(the "1996 Plan") of Forrester Research, Inc. (the "Registrant" or the
"Company"). A registration statement on Form S-8 (No. 333- 22749), filed with
the Commission on March 4, 1997 to register 5,800,000 shares of common stock
offered pursuant to the 1996 Plan and the 1996 Stock Option Plan for
Non-Employee Directors and a registration statement on Form S-8 (No. 333-96393),
filed with the Commission on February 8, 2000 to register 5,000,000 shares of
common stock offered pursuant to the 1996 Plan are currently effective and are
hereby incorporated herein by reference.

    All references to shares of Company common stock have been adjusted to
reflect the stock split effected in the form of a 100% stock dividend on
February 7, 2000.




                                       -2-
<PAGE>   3



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, The Commonwealth of Massachusetts, on
this 6th day of June, 2000.

                                        FORRESTER RESEARCH, INC.


                                        By: /s/ Susan Whirty Maffei
                                           ----------------------------------
                                           Name:  Susan Whirty Maffei
                                           Title: Chief Financial Officer,
                                                  Vice President, Operations and
                                                  General Counsel

                                POWER OF ATTORNEY

         Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes George F. Colony and Susan Whirty Maffei,
with full power of substitution, to execute in the name of and on behalf of such
person any amendment (including any post-effective amendment) to this
Registration Statement, and any subsequent registration statement for the same
offering that may be filed under Rule 462(b) under the Securities Act, and to
file the same, with exhibits thereto, and other documents in connection
therewith, making such changes in this Registration Statement and any subsequent
registration statement under Rule 462(b) as the person(s) so acting deems
appropriate.

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

/s/ George F. Colony
- -------------------------       Chief Executive Officer         June 6, 2000
George F. Colony                and Chairman of the
                                Board

/s/ William M. Bluestein
- -------------------------       President, Chief Operating      June 6, 2000
William M. Bluestein            Officer and Director



                                       -3-
<PAGE>   4


/s/ Robert M. Galford
- ----------------------          Director                        June 6, 2000
Robert M. Galford


/s/ George R. Hornig
- ----------------------          Director                        June 6, 2000
George R. Hornig

/s/ Michael H. Welles
- ----------------------          Director                        June 6, 2000
Michael H. Welles

/s/ Henk W. Broeders
- ----------------------          Director                        June 6, 2000
Henk W. Broeders




                                       -4-
<PAGE>   5
                                  EXHIBIT INDEX


Number                  Title of Exhibit                                Page
- ------                  ----------------                                ----
5                       Opinion of Ropes & Gray                          6

23.1                    Consent of Arthur Andersen LLP                   7

23.2                    Consent of Ropes & Gray
                        (contained in the opinion filed as
                        Exhibit 5 hereto)                                6

24                      Power of Attorney (included as
                        part of the signature page filed
                        herewith)                                        3


                                       -5-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CONSENT AND OPINION OF ROPES & GRAY
<TEXT>

<PAGE>   1
                                                                       Exhibit 5


                                                   June 6, 2000

Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139

       Re:  Forrester Research, Inc.
            ------------------------

Ladies and Gentlemen:

     This opinion is furnished to you in connection with a registration
statement on Form S-8, and all exhibits thereto (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of 3,000,000 shares of Common Stock,
$.01 par value (the "Shares"), of Forrester Research, Inc., a Delaware
corporation (the "Company"). The Shares are to be issued pursuant to the
exercise of options granted under the Company's Amended and Restated Forrester
Research, Inc. 1996 Equity Incentive Plan (the "Plan").

     We have acted as counsel for the Company and are familiar with the action
taken by the Company in connection with the Plan. For purposes of this opinion
we have examined the Registration Statement, the Plan and such other documents,
records, certificates and other instruments as we have deemed necessary.

     We express no opinion as to the applicability of compliance with or effect
of Federal law or the law of any jurisdiction other than The Commonwealth of
Massachusetts and the corporate laws of the State of Delaware.

     Based on the foregoing, we are of the opinion that, when the Shares have
been issued and sold in accordance with the terms of the Plan, the Shares will
be validly issued, fully paid and non-assessable.

     We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.

     It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.

                                        Very truly yours,

                                        /s/ Ropes & Gray
                                        Ropes & Gray


                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>

<PAGE>   1
                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


         As independent public accountants, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of this
registration statement.


/s/ Arthur Andersen LLP

Boston, Massachusetts
May 31, 2000


                                       -7-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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