8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                           CURRENT REPORT PURSUANT TO
                             SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of Earliest Event Reported): November 14, 2006


                               SAPIENT CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                                    Delaware
                 (State or Other Jurisdiction of Incorporation)


        0-28074                                            04-3130648
(Commission File Number)                    (I.R.S. Employer Identification No.)

             25 First Street
              Cambridge, MA                                   02141
(Address of Principal Executive Offices)                    (Zip Code)

                                 (617) 621-0200
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.

On November 14, 2006, Sapient Corporation ("Sapient") received a written
Additional Staff Determination letter from the Listings Qualifications
department of The Nasdaq Stock Market stating that Sapient is not in compliance
with Nasdaq Marketplace Rule 4310(c)(14). As anticipated, the letter was issued
in accordance with Nasdaq procedures due to the delayed filing of Sapient's
Quarterly Report on Form 10-Q for the period ended September 30, 2006. The
letter stated that the Nasdaq Listing Qualifications Panel (the "Panel") will
consider the missed filing in rendering its decision on Sapient's continued
listing on the Nasdaq Global Market.

As previously announced on August 8, 2006, the Audit Committee of Sapient's
Board of Directors is conducting an internal investigation of Sapient's
stock-based compensation practices. Sapient had also delayed the filing of its
Quarterly Report on Form 10-Q for the period ended June 30, 2006, and it expects
to file both quarterly reports upon completion of the internal investigation.

The press release issued by Sapient on November 20, 2006 in connection with this
matter is attached hereto as Exhibit 99.1.


Item 8.01 Other Events.

On November 20, 2006, Sapient announced that the Audit Committee of its Board of
Directors reported the findings of its investigation into Sapient's historical
stock-based compensation practices. A copy of the press release issued by
Sapient on November 20, 2006 in connection with this matter is attached hereto
as Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1    Press release dated November 20, 2006



                                    SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: November 20, 2006              SAPIENT CORPORATION
                                         (Registrant)



                                     By: /s/ Kyle A. Bettigole
                                         ---------------------------------------
                                         Corporate Counsel & Assistant Secretary





Exhibit Index

Exhibit
Number          Description
- -------         -----------

99.1            Press release dated November 20, 2006

EX-99.1

                                                                    Exhibit 99.1


                   Sapient Audit Committee Reports Findings of
                     Stock-Based Compensation Investigation


     CAMBRIDGE, Mass.--(BUSINESS WIRE)--Nov. 20, 2006--Sapient Corporation
(Nasdaq: SAPE) today announced that the audit committee of its board of
directors has reported the findings of its investigation into the company's
historical stock-based compensation practices.

     As announced on August 8, 2006, the company initiated this voluntary,
independent investigation after a management review discovered irregularities in
certain past stock option grants for the period from 1996 through 2001. As a
result, the audit committee decided to proactively undertake an investigation of
the company's stock-based compensation practices, focused on the period from
1996 to the present.

     During its four-month investigation, the audit committee, working with
outside counsel and forensic accountants, reviewed, or subjected to statistical
analysis, all of the more than 67 million shares, which were granted to all
levels of employees as stock-based compensation, on hundreds of different dates,
since the company's public offering in 1996. The investigation involved the
review and analysis of more than 450,000 e-mails and other documents and
interviews of 20 current and former officers, directors and employees of
Sapient.

     The audit committee's report included the following key findings:

     --   The investigation found no misconduct by any member of Sapient's
          current management team.

     --   The investigation discovered a lack of controls and documentation
          around Sapient's stock-based compensation granting process, as well as
          irregularities relating to the pricing of certain stock option grants
          awarded principally during the period from 1996 through 2001. Some of
          the irregularities included grants that had an exercise price chosen
          to reflect a date earlier than the accounting measurement date. These
          past stock option grants should have been accounted for by recording
          non-cash charges for compensation expense.

     --   The investigation found that the company's former CEO, former CFO and
          former General Counsel participated, to varying degrees, in issuing
          these grants. The former CEO, who received no stock options in the 15
          years since his co-founding Sapient, resigned from the company last
          month. The former CFO also resigned then. The former general counsel
          left the company in January 2002. J. Stuart Moore, a member of the
          Board of Directors who co-founded Sapient and was co-CEO until June
          2006, never received stock options and did not participate in issuing
          these grants.

     --   Some members of current management received options that, in some
          cases, had prices corresponding to a date earlier than the measurement
          date for accounting purposes. None of the members of current
          management were in a position at the time to approve their own option
          grants.

     --   On one occasion in 1999, outside members of the board, including two
          current directors, received 4,000 options each that had prices
          corresponding to a date earlier than the measurement date for
          accounting purposes. Although the directors executed a written consent
          approving this grant, none of the members of the board directed the
          pricing of options they received or the pricing of any other options.

     The company's independent registered public accounting firm is in the
process of reviewing the findings of the audit committee's report. In addition,
as announced on August 8, 2006, management has concluded, and the audit
committee agrees, that the company will need to restate certain of its
historical financial statements to record non-cash charges for compensation
expense relating to past stock option grants. However, the company has not yet
completed its assessment of materiality for each prior period, nor has it
determined the amount of any such charges, the resulting tax and accounting
impact or which periods may require restatement. The company plans to complete
this process as soon as practicable, but does not yet know when the restatement
will be completed. The restatement is not expected to affect either the
company's reported revenues or cash position.

     The company is keeping the SEC informed of the status and findings of the
investigation.

     NASDAQ Notice

     On August 8, 2006, the company announced a delay in filing its Form 10-Q
for its fiscal quarter ended June 30, 2006 (the "second quarter Form 10-Q"),
because of its ongoing investigation of its stock-based compensation practices.

     As announced on August 18, 2006, this delay resulted in the company
receiving a Staff Determination letter from the Listings Qualifications
department of The Nasdaq Stock Market (the "Nasdaq listings department"),
stating that the company was not in compliance with Nasdaq listing requirements
and that its common stock would be suspended from trading, unless the company
requested a hearing with the Nasdaq Listing Qualifications panel (the "panel").
Sapient requested and, on September 26, 2006, attended this hearing, at which it
asked the panel to grant the company additional time to comply with Nasdaq
listing requirements and presented a plan for compliance. The decision on this
request is under review.

     The company has similarly delayed the filing of its Form 10-Q for its
fiscal quarter ended September 30, 2006 (the "third quarter Form 10-Q"), because
it is assessing the restatement impact of the investigation. As anticipated,
because of its delay in filing the third quarter Form 10-Q, the company has
received a second Staff Determination letter from the Nasdaq listings
department. This November 14, 2006 letter indicated that the third quarter 10-Q
filing delay, in violation of Nasdaq Marketplace Rule 4310(c)(14), will serve as
another deficiency for the panel to consider in making a decision on the
company's hearing request.

     About Sapient

     Sapient helps clients innovate their businesses in the areas of marketing,
business operations, and technology. Leveraging a unique approach, breakthrough
thinking, and disciplined execution, Sapient leads its industry in delivering
the right business results on time and on budget. Sapient works with clients
that are driven to make a difference.

     Founded in 1990, Sapient is headquartered in Cambridge, Massachusetts, and
operates across North America, Europe, and India. More information about Sapient
can be found at www.sapient.com.

     Forward-Looking Statements

     This press release contains forward-looking statements that involve a
number of risks and uncertainties, including, without limitation, statements
concerning the company's expected restatement of historical financial
statements, the assessment of materiality for each prior period, the anticipated
amount of non-cash charges for compensation expense relating to past stock
option grants and the resulting tax and accounting impact on the prior periods
that require restatement. There are a number of factors that could cause actual
events to differ materially from those indicated. Such factors include, without
limitation, the continued acceptance of the Company's services, the Company's
ability to accurately set fees for and timely complete its current and future
client projects, its ability to successfully manage risks associated with its
international operations, its ability to manage its growth, and projects
effectively, and its ability to continue to attract and retain high quality
employees, as well as other factors set forth in the Company's most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as filed with the
SEC.


     CONTACT: Sapient
              Investor Relations:
              Noelle Faris, 617-374-3682
              nfaris@sapient.com
              or
              Media:
              Patti Birbiglia, 617-621-0200
              pbirbi@sapient.com