AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996

REGISTRATION NO. 333-12761
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FORRESTER RESEARCH, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 7389 04-2797789
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)

1033 MASSACHUSETTS AVENUE, CAMBRIDGE, MASSACHUSETTS 02138 (617) 497-7090
(Address, including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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GEORGE F. COLONY
CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
FORRESTER RESEARCH, INC.
1033 MASSACHUSETTS AVENUE
CAMBRIDGE, MASSACHUSETTS 02138
(617) 497-7090
(Name, Address, including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:

ANN L. MILNER, ESQ. PETER B. TARR, ESQ.
ROPES & GRAY HALE AND DORR
ONE INTERNATIONAL PLACE 60 STATE STREET
BOSTON, MA 02110 BOSTON, MA 02109
(617) 951-7000 (617) 526-6000

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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The sole purpose of this filing is to file Exhibits 1, 10.2 and 10.4 and to make
certain other changes to Part II of this Registration Statement. There have been
no changes to the Prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates, except
the Securities and Exchange Commission registration fee and the National
Association of Securities Dealers, Inc. filing fee.

ITEM AMOUNT
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SEC Registration Fee..................................................... $ 11,897
NASD Filing Fee.......................................................... $ 3,950
Nasdaq National Market Listing Fee....................................... $ 46,000
Blue Sky Fees and Expenses............................................... $ 15,000
Transfer Agent and Registrar Fees........................................ $ 12,500
Accounting Fees and Expenses............................................. $250,000
Legal Fees and Expenses.................................................. $275,000
Printing Expenses........................................................ $125,000
Premium for D&O Insurance................................................ $175,000
Miscellaneous............................................................ $ 35,653
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Total............................................................... $950,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Certificate of Incorporation provides that the
Registrant's Directors shall not be liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent that the exculpation from liabilities is not permitted under the Delaware
General Corporation Law as in effect at the time such liability is determined.
The Restated Certificate of Incorporation provides that the Registrant shall
indemnify its directors and officers to the fullest extent permitted by the laws
of the State of Delaware.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In the three years preceding the filing of this Registration Statement, the
Registrant has not sold any securities which were not registered under the
Securities Act of 1933, as amended (the "Securities Act").

The Registrant has awarded to employees and directors options to purchase
782,691 shares of Common Stock, none of which have become exercisable prior to
the date hereof. The Registrant also issued 6,000,000 shares of Common Stock to
its sole stockholder in February 1996 in connection with its reincorporation
merger in Delaware. Such transaction was not a "sale" because it fit within the
exemption under Rule 145(a)(2) under the Securities Act.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following is a list of exhibits filed as a part of this registration
statement.

(a) Exhibits

EXHIBIT
NUMBER DESCRIPTION
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1 Form of Underwriting Agreement among the Underwriters named therein and the Com-
pany.
3.1* Restated Certificate of Incorporation of the Company.
3.2* Bylaws of the Company, as amended.
4* Specimen Certificate for shares of Common Stock, $.01 par value, of the Company.
5* Opinion of Ropes & Gray.
10.1* Form of Registration Rights and Non-Competition Agreement.
10.2 Tax Indemnification Agreement dated November 25, 1996.
10.3* 1996 Amended and Restated Equity Incentive Plan.
10.4 1996 Employee Stock Purchase Plan.
10.5* 1996 Director Option Plan for Non-Employee Directors.
10.6* Lease dated May 1, 1995 between Advent Realty Limited Partnership II and the
Company for the premises located at 1033 Massachusetts Avenue, Cambridge,
Massachusetts (the "Cambridge Lease").
10.7* First Amendment to the Cambridge Lease, dated August 28, 1995.
10.8* Second Amendment to the Cambridge Lease, dated May 21, 1996.
11* Statement Regarding Computation of Pro Forma Per Share Earnings.
23.1* Consent of Ropes & Gray (contained in its opinion filed as Exhibit 5 hereto).
23.2* Consent of Arthur Andersen LLP.
24* Power of Attorney.
99.1* Consent of Robert M. Galford.
99.2* Consent of George R. Hornig.
99.3* Consent of Christopher W. Mines.
99.4* Consent of Michael H. Welles.

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* Previously filed.

(b) Financial Statement Schedules

Schedule II -- Valuation and Qualifying Accounts

All other schedules for which provision is made in Regulations S-X of the
Securities and Exchange Commission are not required under the related
instructions or are inapplicable and, therefore, have been omitted.

ITEM 17. UNDERTAKINGS

(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described under "Item 14 --
Indemnification of Directors and Officers" above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in

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the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

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

The undersigned Company hereby undertakes to provide at the closing of this
offering to the Underwriters specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, Commonwealth of Massachusetts, on this 26th day of November, 1996.

FORRESTER RESEARCH, INC.

By: /s/ GEORGE F. COLONY

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Name: George F. Colony
Chairman of the Board, President,
and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
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/s/ GEORGE F. COLONY Chief Executive Officer, November 26, 1996
- ---------------------------------------- President and Director
George F. Colony (Principal Executive
Officer)
/s/ DAVID H. RAMSDELL Director, Finance (Principal November 26, 1996
- ---------------------------------------- Financial Officer and
David H. Ramsdell Accounting Officer)

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EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION PAGE
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1 Form of Underwriting Agreement among the Underwriters named therein and the
Company.
3.1* Restated Certificate of Incorporation of the Company.
3.2* Bylaws of the Company, as amended.
4* Specimen Certificate for shares of Common Stock, $.01 par value, of the
Company.
5* Opinion of Ropes & Gray.
10.1* Form of Registration Rights and Non-Competition Agreement.
10.2 Tax Indemnification Agreement dated November 25, 1996.
10.3* 1996 Amended and Restated Equity Incentive Plan.
10.4 1996 Employee Stock Purchase Plan.
10.5* 1996 Director Option Plan for Non-Employee Directors.
10.6* Lease dated May 1, 1995 between Advent Realty Limited Partnership II and the
Company for the premises located at 1033 Massachusetts Avenue, Cambridge,
Massachusetts (the "Cambridge Lease").
10.7* First Amendment to the Cambridge Lease, dated August 28, 1995.
10.8* Second Amendment to the Cambridge Lease, dated May 21, 1996.
11* Statement Regarding Computation of Pro Forma Per Share Earnings.
23.1* Consent of Ropes & Gray (contained in its opinion filed as Exhibit 5
hereto).
23.2* Consent of Arthur Andersen LLP.
24* Power of Attorney.
99.1* Consent of Robert M. Galford.
99.2* Consent of George R. Hornig.
99.3* Consent of Christopher W. Mines.
99.4* Consent of Michael H. Welles.

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* Previously filed.

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