<PAGE>   1
     As filed with the Securities and Exchange Commission on May 24, 1999

                                                 REGISTRATION STATEMENT NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                              EXPERT SOFTWARE, INC.

             (Exact Name of Registrant as Specified in Its Charter)

      DELAWARE                                        65-0359860
(State of Incorporation)                (I.R.S. Employer Identification Number)

                                802 DOUGLAS ROAD
                                   SIXTH FLOOR
                             CORAL GABLES, FL 33134
                                 (305) 567-9990


          (Address, including zip code, of Principal Executive Offices)

     EXPERT SOFTWARE, INC. 1997 STOCK OPTION PLAN FOR OFFICERS AND EMPLOYEES

                            (Full Title of the Plan)

                               KENNETH P. CURRIER
                             CHIEF EXECUTIVE OFFICER
                              EXPERT SOFTWARE, INC.
                                802 DOUGLAS ROAD
                                   SIXTH FLOOR
                             CORAL GABLES, FL 33134
                                 (305) 567-9990


(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)


                                 With copies to:

                             John J. Egan III, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

 Title of Securities to be          Amount to be            Proposed Maximum            Proposed Maximum            Amount of
         Registered                Registered (1)          Offering Price Per          Aggregate Offering       Registration Fee
                                                                  Share                      Price
--------------------------         -------------           ------------------          -----------------        ----------------
<S>                                <C>                     <C>                         <C>                      <C>
Common Stock, par                     351,000                  $1.32  (2)                 $  463,320                 $128.80
value $.01 per share
                                      649,000                  $2.4531(3)                 $1,592,061.90              $442.59


Total                                1,000,000                  --------                  $2,055,381.90              $575.00
==========================           =========                  ========                  =============              =======
</TABLE>

(1)     Plus such additional number of shares as may be required pursuant to the
        Registrant's 1997 Stock Option Plan for Officers and Employees in the
        event of a stock dividend, reverse stock split, split-up,
        recapitalization or other similar event.

(2)     This estimate is made pursuant to Rule 457(h) under the Securities Act
        of 1933, as amended (the "Securities Act"), solely for the purpose of
        determining the amount of the registration fee and is based on the price
        at which outstanding stock options may be exercised.

(3)     This estimate is made pursuant to Rule 457(c) and (h) under the
        Securities Act solely for purposes of determining the registration fee
        and is based on the average of the high and low sales prices of the
        common stock of Expert Software, Inc., par value $.01 per share (the
        "Common Stock"), as reported on the NASDAQ National Market on May 19,
        1999.

                                       2
<PAGE>   3
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Expert Software, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference as of their respective dates:

          (a)       the Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998;

          (b)       the Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1999;

          (c)       the Company's Current Report on Form 8-K filed on April 29,
                    1999; and

          (d)       the description of the Company's Common Stock contained in
                    its registration statement on Form 8-A, filed with the
                    Commission on February 28, 1995, as amended, under Section
                    12 of the Exchange Act and any amendments or reports filed
                    for the purpose of updating such description.

          In addition, all documents subsequently filed with the Commission by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

          Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          The validity of the shares to be offered hereby will be passed upon
for the Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. John J.
Egan III, whose professional corporation is a partner in Goodwin, Procter & Hoar
LLP, is the beneficial owner of 1,000 shares of Common Stock of the Company.

Item 6.   Indemnification of Directors and Officers.

          Under Section 145 of the Delaware General Corporation Law, as amended
(the "DGCL"), the Company has the power to indemnify directors and officers
under certain prescribed circumstances and subject to certain limitations
against certain costs and expenses, including attorneys' fees actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his or her being a director or officer of the Company if it
is determined that he or she acted in accordance with the applicable standard of
conduct set forth in such statutory provisions.

                                       3
<PAGE>   4
          Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.

          Article VII of the Company's Restated Certificate of Incorporation
states that:

               A Director of the Company shall not be personally liable to the
          Company or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except for liability (i) for any breach
          of the Director's duty of loyalty to the Company or its stockholders,
          (ii) for acts or omissions not in good faith or which involve
          intentional misconduct or a knowing violation of law, (iii) under
          Section 174 of the DGCL, or (iv) for any transaction from which the
          Director derived an improper personal benefit. If the DGCL is amended
          after the effective date of this Restated Certificate of Incorporation
          to authorize corporate action further eliminating or limiting the
          personal liability of directors, then the liability of a Director of
          the Company shall be eliminated or limited to the fullest extent
          permitted by the DGCL, as so amended.

          Any repeal or modification of this Article VII by either of (i) the
          stockholders of the Company, or (ii) an amendment to the DGCL, shall
          not adversely affect any right or protection existing at the time of
          such repeal or modification with respect to any acts or omissions
          occurring before such repeal or modification of a person serving as a
          Director at the time of such repeal or modification.


          Article V of the Company's Amended and Restated By-laws further states
that:

          1. Definitions. For purposes of this Article: (a) "Officer" means any
          person who serves or has served as a Director or Officer of the
          Company or in any other office filled by election or appointment by
          the stockholders or the Board of Directors of the Company and any
          heirs, executors, administrators or personal representatives of such
          person; (b) "Non-Officer Employee" means any person who serves or has
          served as an employee of the Company, but who is not or was not an
          Officer, and any heirs, executors, administrators or personal
          representatives of such person; (c) "Proceeding" means any threatened,
          pending, or completed action, suit or proceeding (or part thereof),
          whether civil, criminal, administrative, arbitrative or investigative,
          any appeal of such an action, suit or proceeding, and any inquiry or
          investigation which could lead to such an action, suit, or proceeding;
          and (d) "Expenses" means any liability fixed by a judgment, order,
          decree or award in a Proceeding, any amount reasonably paid in
          settlement of a Proceeding and any professional fees and other
          expenses and disbursements reasonably incurred in a Proceeding or in
          settlement of a Proceeding, including fines, taxes and penalties
          relating thereto.

          2. Officers. Except as provided in Section 4 of this Article V, each
          Officer of the Company shall be indemnified and held harmless by the
          Company to the fullest extent authorized by the General Corporation
          Law of the State of Delaware, as the same exists or may hereafter be
          amended (but, in the case of any such amendment, only to the extent
          that such amendment permits the Company to provide broader
          indemnification rights than said law permitted the Company to provide
          prior to such amendment) against any and all Expenses incurred by such
          Officer in connection with any Proceeding in which such Officer is
          involved as a result of serving or having served (a) as an Officer or
          employee of the Company, (b) as a director, officer or employee of any
          subsidiary of the Company, or (c) in any capacity with any other
          corporation, organization, partnership, joint venture, trust or other
          entity at the written request or direction of the Company, including
          service with respect to employee or other benefit plans, and shall
          continue as to an Officer after he or she has ceased to be an Officer
          and shall inure to the benefit of his or her heirs, executors,
          administrators and personal representatives; provided, however, that
          the Company shall indemnify any such Officer seeking indemnification
          in connection with a Proceeding initiated by such Officer only if such
          Proceeding was authorized by the Board of Directors of the Company.

          3. Non-Officer Employees. Except as provided in Section 4 of this
          Article V, each Non-Officer Employee of the Company may, in the
          discretion of the Board of Directors, be indemnified by the Company to
          the fullest extent authorized by the General Corporation Law of the
          State of Delaware, as the same exists or may hereafter be amended
          (but, in the case of any such amendment, only to the extent that such
          amendment permits the Company to provide broader indemnification
          rights than said law permitted the Company to provide prior to such
          amendment) against any or all Expenses incurred by such Non-Officer
          Employee in connection with any Proceeding in which such Non-Officer
          Employee is involved as a result of serving or having served (a) as a
          Non-Officer Employee of the Company, (b) as a director,



                                       4
<PAGE>   5
          officer or employee of any subsidiary of the Company, or (c) in any
          capacity with any other corporation, organization, partnership, joint
          venture, trust or other entity at the request or direction of the
          Company, including service with respect to employee or other benefit
          plans, and shall continue as to a Non-Officer Employee after he or she
          has ceased to be a Non-Officer Employee and shall inure to the benefit
          of his or her heirs, personal representatives, executors and
          administrators; provided, however, that the Company may indemnify any
          such Non-Officer Employee seeking indemnification in connection with a
          Proceeding initiated by such Non-Officer Employee only if such
          Proceeding was authorized by the Board of Directors of the Company.

          4. Good Faith. No indemnification shall be provided pursuant to this
          Article V to an Officer or to a Non-Officer Employee with respect to a
          matter as to which such person shall have been finally adjudicated in
          any Proceeding not to have acted in good faith and in a manner he or
          she reasonably believed to be in, or not opposed to, the best
          interests of the Company, and, with respect to any criminal
          Proceeding, had no reasonable cause to believe his or her conduct was
          unlawful. In the event that a Proceeding is compromised or settled so
          as to impose any liability or obligation upon an Officer or
          Non-Officer Employee, no indemnification shall be provided pursuant to
          this Article V to said Officer or Non-Officer Employee with respect to
          a matter if there be a determination that with respect to such matter
          such person did not act in good faith and in a manner he or she
          reasonably believed to be in, or not opposed to, the best interests of
          the Company, and, with respect to any criminal Proceeding, had no
          reasonable cause to believe his or her conduct was unlawful. The
          determination shall be made by (i) a majority vote of those Directors
          who are not involved in such Proceeding (the "Disinterested
          Directors"); (ii) by stockholders; or (iii) if directed by a majority
          of Disinterested Directors, by independent legal counsel in a written
          opinion. However, if more than half of the Directors are not
          Disinterested Directors, the determination shall be made by (i) a
          majority vote of a committee of one or more disinterested Director(s)
          chosen by the Disinterested Director(s) at a regular or special
          meeting; (ii) by stockholders; or (iii) by independent legal counsel
          in a written opinion.

          5. Prior to Final Disposition. Unless otherwise determined by (i) the
          Board of Directors, (ii) if more than half of the Directors are
          involved in a Proceeding by a majority vote of a committee of one or
          more Disinterested Director(s) chosen in accordance with the
          procedures specified in Section 4 of this Article or (iii) if directed
          by the Board of Directors, by independent legal counsel in a written
          opinion, any indemnification extended to an Officer or Non-Officer
          Employee pursuant to this Article V shall include payment by the
          Company of Expenses incurred in defending a Proceeding in advance of
          the final disposition of such Proceeding upon receipt of an
          undertaking by such Officer or Non-Officer Employee seeking
          indemnification to repay such payment if such Officer or Non-Officer
          Employee shall be adjudicated or determined not to be entitled to
          indemnification under this Article V.

          6. Contractual Nature of Rights. The foregoing provisions of this
          Article V shall be deemed to be a contract between the Company and
          each Officer and Non-Officer Employee who serves in such capacity at
          any time while this Article V is in effect, and any repeal or
          modification thereof shall not affect any rights or obligations then
          existing with respect to any state of facts then or theretofore
          existing or any Proceeding theretofore or thereafter brought based in
          whole or in part upon any such state of facts. If a claim for
          indemnification or advancement of expenses hereunder by an Officer or
          Non-Officer Employee is not paid in full by the Company within 60 days
          after a written claim for indemnification or documentation of expenses
          has been received by the Company, such Officer or Non-Officer Employee
          may at any time thereafter bring suit against the Company to recover
          the unpaid amount of the claim, and if successful in whole or in part,
          such Officer or Non-Officer Employee shall also be entitled to be paid
          the expenses of prosecuting such claim. The failure of the Company
          (including its Board of Directors or any committee thereof,
          independent legal counsel, or stockholders) to make a determination
          concerning the permissibility of such indemnification or advancement
          of expenses under this Article V shall not be a defense to the action
          and shall not create a presumption that such indemnification or
          advancement is not permissible.

          7. Non-Exclusivity of Rights. The provisions in respect of
          indemnification and the payment of expenses incurred in defending a
          Proceeding in advance of its final disposition set forth in this
          Article V shall not be exclusive of any right which any person may
          have or hereafter acquire under any statute, provision of the
          Certificate or these By-Laws, agreement, vote of stockholders or
          disinterested directors or otherwise.

          8. Insurance. The Company may maintain insurance, at its expense, to
          protect itself and any Officer or Non-Officer Employee against any
          liability of any character asserted against or incurred by the Company
          or any such Officer or Non-Officer Employee, or arising out of any
          such status, whether or not the Company would have the power to
          indemnify such person against such liability under the General
          Corporation Law of the State of Delaware or the provisions of this
          Article V.


                                       5
<PAGE>   6
           The Company carries directors' and officers' liability insurance
covering its directors and officers.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Securities and Exchange
Commission has expressed its opinion that such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

       (a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:

          4.1       Restated Certificate of Incorporation of the Company (1)

          4.2       Amended and Restated By-Laws of the Company (1)

          4.3       Shareholder Rights Agreement between the Company and the
                    First National Bank of Boston dated November 9, 1995 (2)

          4.4       Amendment No. 1 to Shareholder Rights Agreement, dated as of
                    March 3, 1999, by and between the Company and BankBoston,
                    N.A. (as successor to the First National Bank of Boston) (3)

          4.5       Amendment No. 2 to Shareholder Rights Agreement, dated as of
                    April 19, 1999, by and between the Company and BankBoston,
                    N.A. (as successor to the First National Bank of Boston) (4)

          5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    securities being registered *

          23.1      Consent of Grant Thornton LLP *

          23.2      Consent of Arthur Andersen LLP *

          23.3      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1 hereto)

          24.1      Power of Attorney (included on the signature page of this
                    Registration Statement)

          99.1      Expert Software, Inc. 1997 Stock Option Plan for Officers
                    and Employees *

----------

          *         Filed herewith.

          (1)       Incorporated by reference to the designated exhibit of the
                    Company's Annual Report on Form 10-K for the year ended
                    December 31, 1995.

          (2)       Incorporated by reference to Exhibit 10.12 of the Company's
                    Form 8-K (filed November 12, 1995).

          (3)       Incorporated by reference to Exhibit 4.1 of the Company's
                    Form 8-K (filed March 9, 1999).


          (4)       Incorporated by reference to Exhibit 4.1 of the Company's
                    Form 8-K (filed April 29, 1999);


Item 9.    Undertakings.


       (a)     The undersigned registrant hereby undertakes:

               (1)   To file during any period in which offers or sales are
                     being made, a post-effective amendment to this registration
                     statement:

                    (i)       To include any prospectus required by Section
                              10(a)(3) of the Securities Act;

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



                                       6
<PAGE>   7
                    (iii)     To include any material information with respect
                              to the plan of distribution not previously
                              disclosed in the registration statement or any
                              material change to such information in the
                              registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
          not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the undersigned registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act, that are incorporated by reference
          in the registration statement.

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

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

          (b)       The undersigned registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities
                    Act of 1933, each filing of the registrant's annual report
                    pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
                    where applicable, each filing of an employee benefit plan's
                    annual report pursuant to Section 15(d) of the Exchange Act)
                    that is incorporated by reference in the registration
                    statement shall be deemed to be a new registration statement
                    relating to the securities offered therein, and the offering
                    of such securities at that time shall be deemed to be the
                    initial bona fide offering thereof.

          (c)       Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 may be permitted to directors,
                    officers and controlling persons of the registrant pursuant
                    to the foregoing provisions, or otherwise, the registrant
                    has been advised that in the opinion of the Commission such
                    indemnification is against public policy as expressed in the
                    Securities Act, and is, therefore, unenforceable. In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by the registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of the registrant in the successful
                    defense of any action, suit or proceeding) is asserted by
                    such director, officer or controlling person in connection
                    with the securities being registered, the registrant will,
                    unless in the opinion of its counsel the matter has been
                    settled by controlling precedent, submit to a court of
                    appropriate jurisdiction the question whether such
                    indemnification by it is against public policy as expressed
                    in the Act and will be governed by the final adjudication of
                    such issue.


                                       7
<PAGE>   8
                                   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
the requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Coral Gables, state of Florida, on this 24th day of
May, 1999.

                                   EXPERT SOFTWARE, INC.

                                   By:  /s/ KENNETH P. CURRIER
                                       -------------------------
                                   Kenneth P. Currier
                                   Chief Executive Officer


                                POWER OF ATTORNEY

        Pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), each person whose signature appears below does hereby make, constitute
and appoint Kenneth P. Currier and Susan A. Currier and each of them singly,
with full power to act without the other, his true and lawful attorney-in-fact
and agent, in his name, place and stead to execute on his behalf, as a director
and/or officer of Expert Software, Inc. (the "Company"), the Registration
Statement of the Company on Form S-8 (the "Registration Statement") for the
registration of shares of the Company's common stock, par value $.01 per share,
in connection with the Expert Software, Inc. 1997 Stock Option Plan for Officers
and Employees, and any and all amendments (including post-effective amendments
and a further registration statement conforming to Rule 462(b)) of the
Securities Act) to the Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "Commission") and any and all other
instruments which either of said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the Securities Act, the rules,
regulations and requirements of the Commission in respect thereof, and the
securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.

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


       Signature                     Title                        Date

/s/ KENNETH P. CURRIER      Director, Chief Executive            May 24, 1999
-----------------------     Officer, Secretary (Principal
    Kenneth P. Currier      Executive Officer, Acting
                            Principal Financial Officer
                            and Acting Principal Accounting
                            Officer)


 /s/ SUSAN A. CURRIER       Director, President                  May 24, 1999
-----------------------
   Susan A. Currier

/s/ DOUGLAS G. CARLSTON     Director                             May 24, 1999
-----------------------
  Douglas G. Carlston

 /s/ A. BRUCE JOHNSTON      Director                             May 24, 1999
----------------------
   A. Bruce Johnston

/s/ WILLIAM H. LANE III     Director                             May 24, 1999
-----------------------
  William H. Lane III

 /s/ MICHAEL S. MURRAY      Director                             May 24, 1999
-----------------------
   Michael S. Murray



                                       8
<PAGE>   9
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.       Description                                                          Page
-----------       -----------                                                          ----
<S>                                                                                   <C>
     4.1      Restated Articles of Incorporation of the Company (1)

     4.2      Amended and Restated By-Laws of the Company (1)

     4.3      Shareholder Rights Agreement between the Company and the First
              National Bank of Boston dated November 9, 1995 (2)

     4.4      Amendment No. 1 to Shareholder Rights Agreement, dated as of
              March 3, 1999, by and between the Company and BankBoston, N.A. (as
              successor to the First National Bank of Boston) (3)

     4.5      Amendment No. 2 to Shareholder Rights Agreement, dated as of
              April 19, 1999, by and between the Company and BankBoston, N.A.
              (as successor to the First National Bank of Boston) (4)

     5.1      Opinion of Goodwin, Procter & Hoar  LLP as to the legality of
              securities being registered *                                             10

     23.1     Consent of Grant Thornton LLP *                                           12

     23.2     Consent of Arthur Andersen LLP *                                          13

     23.3     Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit
              5.1 hereto)

     24.1     Power of Attorney (included on the signature page of this
              Registration Statement)

     99.1     Expert Software, Inc. 1997 Stock Option Plan for Officers and
              Employees *                                                               14
</TABLE>


              *     Filed herewith.

              (1)   Incorporated by reference to the designated exhibit of the
                    Company's Annual Report on Form 10-K for the year ended
                    December 31, 1995.

              (2)   Incorporated by reference to Exhibit 10.12 of the Company's
                    Form 8-K (filed November 12, 1995).

              (3)   Incorporated by reference to Exhibit 4.1 of the Company's
                    Form 8-K (filed March 9, 1999).


              (4)   Incorporated by reference to Exhibit 4.1 of the Company's
                    Form 8-K (filed April 29, 1999);
[{"type": "S-8", "sequence": "1", "description": "EXPERT SOFTWARE INC.", "secsgml_size_bytes": 35543}]
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1
     As filed with the Securities and Exchange Commission on May 24, 1999

                                                 REGISTRATION STATEMENT NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              EXPERT SOFTWARE, INC.

             (Exact Name of Registrant as Specified in Its Charter)

      DELAWARE                                        65-0359860
(State of Incorporation)                (I.R.S. Employer Identification Number)

                                802 DOUGLAS ROAD
                                   SIXTH FLOOR
                             CORAL GABLES, FL 33134
                                 (305) 567-9990

          (Address, including zip code, of Principal Executive Offices)

     EXPERT SOFTWARE, INC. 1997 STOCK OPTION PLAN FOR OFFICERS AND EMPLOYEES

                            (Full Title of the Plan)

                               KENNETH P. CURRIER
                             CHIEF EXECUTIVE OFFICER
                              EXPERT SOFTWARE, INC.
                                802 DOUGLAS ROAD
                                   SIXTH FLOOR
                             CORAL GABLES, FL 33134
                                 (305) 567-9990

(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)

                                 With copies to:

                             John J. Egan III, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
2
                         CALCULATION OF REGISTRATION FEE
Title of Securities to be          Amount to be            Proposed Maximum            Proposed Maximum            Amount of
         Registered                Registered (1)          Offering Price Per          Aggregate Offering       Registration Fee
                                                                  Share                      Price
--------------------------         -------------           ------------------          -----------------        ----------------
Common Stock, par                     351,000                  $1.32  (2)                 $  463,320                 $128.80
value $.01 per share
                                      649,000                  $2.4531(3)                 $1,592,061.90              $442.59

Total                                1,000,000                  --------                  $2,055,381.90              $575.00
==========================           =========                  ========                  =============              =======
(1)     Plus such additional number of shares as may be required pursuant to the
        Registrant's 1997 Stock Option Plan for Officers and Employees in the
        event of a stock dividend, reverse stock split, split-up,
        recapitalization or other similar event.

(2)     This estimate is made pursuant to Rule 457(h) under the Securities Act
        of 1933, as amended (the "Securities Act"), solely for the purpose of
        determining the amount of the registration fee and is based on the price
        at which outstanding stock options may be exercised.

(3)     This estimate is made pursuant to Rule 457(c) and (h) under the
        Securities Act solely for purposes of determining the registration fee
        and is based on the average of the high and low sales prices of the
        common stock of Expert Software, Inc., par value $.01 per share (the
        "Common Stock"), as reported on the NASDAQ National Market on May 19,
        1999.

                                       2
3
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Expert Software, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference as of their respective dates:

          (a)       the Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998;

          (b)       the Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1999;

          (c)       the Company's Current Report on Form 8-K filed on April 29,
                    1999; and

          (d)       the description of the Company's Common Stock contained in
                    its registration statement on Form 8-A, filed with the
                    Commission on February 28, 1995, as amended, under Section
                    12 of the Exchange Act and any amendments or reports filed
                    for the purpose of updating such description.

          In addition, all documents subsequently filed with the Commission by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

          Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          The validity of the shares to be offered hereby will be passed upon
for the Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. John J.
Egan III, whose professional corporation is a partner in Goodwin, Procter & Hoar
LLP, is the beneficial owner of 1,000 shares of Common Stock of the Company.

Item 6.   Indemnification of Directors and Officers.

          Under Section 145 of the Delaware General Corporation Law, as amended
(the "DGCL"), the Company has the power to indemnify directors and officers
under certain prescribed circumstances and subject to certain limitations
against certain costs and expenses, including attorneys' fees actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his or her being a director or officer of the Company if it
is determined that he or she acted in accordance with the applicable standard of
conduct set forth in such statutory provisions.

                                       3
4
          Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.

          Article VII of the Company's Restated Certificate of Incorporation
states that:

               A Director of the Company shall not be personally liable to the
          Company or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except for liability (i) for any breach
          of the Director's duty of loyalty to the Company or its stockholders,
          (ii) for acts or omissions not in good faith or which involve
          intentional misconduct or a knowing violation of law, (iii) under
          Section 174 of the DGCL, or (iv) for any transaction from which the
          Director derived an improper personal benefit. If the DGCL is amended
          after the effective date of this Restated Certificate of Incorporation
          to authorize corporate action further eliminating or limiting the
          personal liability of directors, then the liability of a Director of
          the Company shall be eliminated or limited to the fullest extent
          permitted by the DGCL, as so amended.

          Any repeal or modification of this Article VII by either of (i) the
          stockholders of the Company, or (ii) an amendment to the DGCL, shall
          not adversely affect any right or protection existing at the time of
          such repeal or modification with respect to any acts or omissions
          occurring before such repeal or modification of a person serving as a
          Director at the time of such repeal or modification.

          Article V of the Company's Amended and Restated By-laws further states
that:

          1. Definitions. For purposes of this Article: (a) "Officer" means any
          person who serves or has served as a Director or Officer of the
          Company or in any other office filled by election or appointment by
          the stockholders or the Board of Directors of the Company and any
          heirs, executors, administrators or personal representatives of such
          person; (b) "Non-Officer Employee" means any person who serves or has
          served as an employee of the Company, but who is not or was not an
          Officer, and any heirs, executors, administrators or personal
          representatives of such person; (c) "Proceeding" means any threatened,
          pending, or completed action, suit or proceeding (or part thereof),
          whether civil, criminal, administrative, arbitrative or investigative,
          any appeal of such an action, suit or proceeding, and any inquiry or
          investigation which could lead to such an action, suit, or proceeding;
          and (d) "Expenses" means any liability fixed by a judgment, order,
          decree or award in a Proceeding, any amount reasonably paid in
          settlement of a Proceeding and any professional fees and other
          expenses and disbursements reasonably incurred in a Proceeding or in
          settlement of a Proceeding, including fines, taxes and penalties
          relating thereto.

          2. Officers. Except as provided in Section 4 of this Article V, each
          Officer of the Company shall be indemnified and held harmless by the
          Company to the fullest extent authorized by the General Corporation
          Law of the State of Delaware, as the same exists or may hereafter be
          amended (but, in the case of any such amendment, only to the extent
          that such amendment permits the Company to provide broader
          indemnification rights than said law permitted the Company to provide
          prior to such amendment) against any and all Expenses incurred by such
          Officer in connection with any Proceeding in which such Officer is
          involved as a result of serving or having served (a) as an Officer or
          employee of the Company, (b) as a director, officer or employee of any
          subsidiary of the Company, or (c) in any capacity with any other
          corporation, organization, partnership, joint venture, trust or other
          entity at the written request or direction of the Company, including
          service with respect to employee or other benefit plans, and shall
          continue as to an Officer after he or she has ceased to be an Officer
          and shall inure to the benefit of his or her heirs, executors,
          administrators and personal representatives; provided, however, that
          the Company shall indemnify any such Officer seeking indemnification
          in connection with a Proceeding initiated by such Officer only if such
          Proceeding was authorized by the Board of Directors of the Company.

          3. Non-Officer Employees. Except as provided in Section 4 of this
          Article V, each Non-Officer Employee of the Company may, in the
          discretion of the Board of Directors, be indemnified by the Company to
          the fullest extent authorized by the General Corporation Law of the
          State of Delaware, as the same exists or may hereafter be amended
          (but, in the case of any such amendment, only to the extent that such
          amendment permits the Company to provide broader indemnification
          rights than said law permitted the Company to provide prior to such
          amendment) against any or all Expenses incurred by such Non-Officer
          Employee in connection with any Proceeding in which such Non-Officer
          Employee is involved as a result of serving or having served (a) as a
          Non-Officer Employee of the Company, (b) as a director,

                                       4
5
          officer or employee of any subsidiary of the Company, or (c) in any
          capacity with any other corporation, organization, partnership, joint
          venture, trust or other entity at the request or direction of the
          Company, including service with respect to employee or other benefit
          plans, and shall continue as to a Non-Officer Employee after he or she
          has ceased to be a Non-Officer Employee and shall inure to the benefit
          of his or her heirs, personal representatives, executors and
          administrators; provided, however, that the Company may indemnify any
          such Non-Officer Employee seeking indemnification in connection with a
          Proceeding initiated by such Non-Officer Employee only if such
          Proceeding was authorized by the Board of Directors of the Company.

          4. Good Faith. No indemnification shall be provided pursuant to this
          Article V to an Officer or to a Non-Officer Employee with respect to a
          matter as to which such person shall have been finally adjudicated in
          any Proceeding not to have acted in good faith and in a manner he or
          she reasonably believed to be in, or not opposed to, the best
          interests of the Company, and, with respect to any criminal
          Proceeding, had no reasonable cause to believe his or her conduct was
          unlawful. In the event that a Proceeding is compromised or settled so
          as to impose any liability or obligation upon an Officer or
          Non-Officer Employee, no indemnification shall be provided pursuant to
          this Article V to said Officer or Non-Officer Employee with respect to
          a matter if there be a determination that with respect to such matter
          such person did not act in good faith and in a manner he or she
          reasonably believed to be in, or not opposed to, the best interests of
          the Company, and, with respect to any criminal Proceeding, had no
          reasonable cause to believe his or her conduct was unlawful. The
          determination shall be made by (i) a majority vote of those Directors
          who are not involved in such Proceeding (the "Disinterested
          Directors"); (ii) by stockholders; or (iii) if directed by a majority
          of Disinterested Directors, by independent legal counsel in a written
          opinion. However, if more than half of the Directors are not
          Disinterested Directors, the determination shall be made by (i) a
          majority vote of a committee of one or more disinterested Director(s)
          chosen by the Disinterested Director(s) at a regular or special
          meeting; (ii) by stockholders; or (iii) by independent legal counsel
          in a written opinion.

          5. Prior to Final Disposition. Unless otherwise determined by (i) the
          Board of Directors, (ii) if more than half of the Directors are
          involved in a Proceeding by a majority vote of a committee of one or
          more Disinterested Director(s) chosen in accordance with the
          procedures specified in Section 4 of this Article or (iii) if directed
          by the Board of Directors, by independent legal counsel in a written
          opinion, any indemnification extended to an Officer or Non-Officer
          Employee pursuant to this Article V shall include payment by the
          Company of Expenses incurred in defending a Proceeding in advance of
          the final disposition of such Proceeding upon receipt of an
          undertaking by such Officer or Non-Officer Employee seeking
          indemnification to repay such payment if such Officer or Non-Officer
          Employee shall be adjudicated or determined not to be entitled to
          indemnification under this Article V.

          6. Contractual Nature of Rights. The foregoing provisions of this
          Article V shall be deemed to be a contract between the Company and
          each Officer and Non-Officer Employee who serves in such capacity at
          any time while this Article V is in effect, and any repeal or
          modification thereof shall not affect any rights or obligations then
          existing with respect to any state of facts then or theretofore
          existing or any Proceeding theretofore or thereafter brought based in
          whole or in part upon any such state of facts. If a claim for
          indemnification or advancement of expenses hereunder by an Officer or
          Non-Officer Employee is not paid in full by the Company within 60 days
          after a written claim for indemnification or documentation of expenses
          has been received by the Company, such Officer or Non-Officer Employee
          may at any time thereafter bring suit against the Company to recover
          the unpaid amount of the claim, and if successful in whole or in part,
          such Officer or Non-Officer Employee shall also be entitled to be paid
          the expenses of prosecuting such claim. The failure of the Company
          (including its Board of Directors or any committee thereof,
          independent legal counsel, or stockholders) to make a determination
          concerning the permissibility of such indemnification or advancement
          of expenses under this Article V shall not be a defense to the action
          and shall not create a presumption that such indemnification or
          advancement is not permissible.

          7. Non-Exclusivity of Rights. The provisions in respect of
          indemnification and the payment of expenses incurred in defending a
          Proceeding in advance of its final disposition set forth in this
          Article V shall not be exclusive of any right which any person may
          have or hereafter acquire under any statute, provision of the
          Certificate or these By-Laws, agreement, vote of stockholders or
          disinterested directors or otherwise.

          8. Insurance. The Company may maintain insurance, at its expense, to
          protect itself and any Officer or Non-Officer Employee against any
          liability of any character asserted against or incurred by the Company
          or any such Officer or Non-Officer Employee, or arising out of any
          such status, whether or not the Company would have the power to
          indemnify such person against such liability under the General
          Corporation Law of the State of Delaware or the provisions of this
          Article V.

                                       5
6
           The Company carries directors' and officers' liability insurance
covering its directors and officers.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Securities and Exchange
Commission has expressed its opinion that such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

       (a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:

          4.1       Restated Certificate of Incorporation of the Company (1)

          4.2       Amended and Restated By-Laws of the Company (1)

          4.3       Shareholder Rights Agreement between the Company and the
                    First National Bank of Boston dated November 9, 1995 (2)

          4.4       Amendment No. 1 to Shareholder Rights Agreement, dated as of
                    March 3, 1999, by and between the Company and BankBoston,
                    N.A. (as successor to the First National Bank of Boston) (3)

          4.5       Amendment No. 2 to Shareholder Rights Agreement, dated as of
                    April 19, 1999, by and between the Company and BankBoston,
                    N.A. (as successor to the First National Bank of Boston) (4)

          5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    securities being registered *

          23.1      Consent of Grant Thornton LLP *

          23.2      Consent of Arthur Andersen LLP *

          23.3      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1 hereto)

          24.1      Power of Attorney (included on the signature page of this
                    Registration Statement)

          99.1      Expert Software, Inc. 1997 Stock Option Plan for Officers
                    and Employees *

----------

          *         Filed herewith.

          (1)       Incorporated by reference to the designated exhibit of the
                    Company's Annual Report on Form 10-K for the year ended
                    December 31, 1995.

          (2)       Incorporated by reference to Exhibit 10.12 of the Company's
                    Form 8-K (filed November 12, 1995).

          (3)       Incorporated by reference to Exhibit 4.1 of the Company's
                    Form 8-K (filed March 9, 1999).

          (4)       Incorporated by reference to Exhibit 4.1 of the Company's
                    Form 8-K (filed April 29, 1999);

Item 9.    Undertakings.

       (a)     The undersigned registrant hereby undertakes:

               (1)   To file during any period in which offers or sales are
                     being made, a post-effective amendment to this registration
                     statement:

                    (i)       To include any prospectus required by Section
                              10(a)(3) of the Securities Act;

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

                                       6
7
                    (iii)     To include any material information with respect
                              to the plan of distribution not previously
                              disclosed in the registration statement or any
                              material change to such information in the
                              registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
          not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the undersigned registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act, that are incorporated by reference
          in the registration statement.

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

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

          (b)       The undersigned registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities
                    Act of 1933, each filing of the registrant's annual report
                    pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
                    where applicable, each filing of an employee benefit plan's
                    annual report pursuant to Section 15(d) of the Exchange Act)
                    that is incorporated by reference in the registration
                    statement shall be deemed to be a new registration statement
                    relating to the securities offered therein, and the offering
                    of such securities at that time shall be deemed to be the
                    initial bona fide offering thereof.

          (c)       Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 may be permitted to directors,
                    officers and controlling persons of the registrant pursuant
                    to the foregoing provisions, or otherwise, the registrant
                    has been advised that in the opinion of the Commission such
                    indemnification is against public policy as expressed in the
                    Securities Act, and is, therefore, unenforceable. In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by the registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of the registrant in the successful
                    defense of any action, suit or proceeding) is asserted by
                    such director, officer or controlling person in connection
                    with the securities being registered, the registrant will,
                    unless in the opinion of its counsel the matter has been
                    settled by controlling precedent, submit to a court of
                    appropriate jurisdiction the question whether such
                    indemnification by it is against public policy as expressed
                    in the Act and will be governed by the final adjudication of
                    such issue.

                                       7
8
                                   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
the requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Coral Gables, state of Florida, on this 24th day of
May, 1999.

                                   EXPERT SOFTWARE, INC.

                                   By:  /s/ KENNETH P. CURRIER
                                       -------------------------
                                   Kenneth P. Currier
                                   Chief Executive Officer

                                POWER OF ATTORNEY

        Pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), each person whose signature appears below does hereby make, constitute
and appoint Kenneth P. Currier and Susan A. Currier and each of them singly,
with full power to act without the other, his true and lawful attorney-in-fact
and agent, in his name, place and stead to execute on his behalf, as a director
and/or officer of Expert Software, Inc. (the "Company"), the Registration
Statement of the Company on Form S-8 (the "Registration Statement") for the
registration of shares of the Company's common stock, par value $.01 per share,
in connection with the Expert Software, Inc. 1997 Stock Option Plan for Officers
and Employees, and any and all amendments (including post-effective amendments
and a further registration statement conforming to Rule 462(b)) of the
Securities Act) to the Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "Commission") and any and all other
instruments which either of said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the Securities Act, the rules,
regulations and requirements of the Commission in respect thereof, and the
securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.

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

       Signature                     Title                        Date

/s/ KENNETH P. CURRIER      Director, Chief Executive            May 24, 1999
-----------------------     Officer, Secretary (Principal
    Kenneth P. Currier      Executive Officer, Acting
                            Principal Financial Officer
                            and Acting Principal Accounting
                            Officer)

 /s/ SUSAN A. CURRIER       Director, President                  May 24, 1999
-----------------------
   Susan A. Currier

/s/ DOUGLAS G. CARLSTON     Director                             May 24, 1999
-----------------------
  Douglas G. Carlston

 /s/ A. BRUCE JOHNSTON      Director                             May 24, 1999
----------------------
   A. Bruce Johnston

/s/ WILLIAM H. LANE III     Director                             May 24, 1999
-----------------------
  William H. Lane III

 /s/ MICHAEL S. MURRAY      Director                             May 24, 1999
-----------------------
   Michael S. Murray

                                       8
9
                                  EXHIBIT INDEX
Exhibit No.       Description                                                          Page
-----------       -----------                                                          ----
4.1      Restated Articles of Incorporation of the Company (1)

     4.2      Amended and Restated By-Laws of the Company (1)

     4.3      Shareholder Rights Agreement between the Company and the First
              National Bank of Boston dated November 9, 1995 (2)

     4.4      Amendment No. 1 to Shareholder Rights Agreement, dated as of
              March 3, 1999, by and between the Company and BankBoston, N.A. (as
              successor to the First National Bank of Boston) (3)

     4.5      Amendment No. 2 to Shareholder Rights Agreement, dated as of
              April 19, 1999, by and between the Company and BankBoston, N.A.
              (as successor to the First National Bank of Boston) (4)

     5.1      Opinion of Goodwin, Procter & Hoar  LLP as to the legality of
              securities being registered *                                             10

     23.1     Consent of Grant Thornton LLP *                                           12

     23.2     Consent of Arthur Andersen LLP *                                          13

     23.3     Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit
              5.1 hereto)

     24.1     Power of Attorney (included on the signature page of this
              Registration Statement)

     99.1     Expert Software, Inc. 1997 Stock Option Plan for Officers and
              Employees *                                                               14
*     Filed herewith.

              (1)   Incorporated by reference to the designated exhibit of the
                    Company's Annual Report on Form 10-K for the year ended
                    December 31, 1995.

              (2)   Incorporated by reference to Exhibit 10.12 of the Company's
                    Form 8-K (filed November 12, 1995).

              (3)   Incorporated by reference to Exhibit 4.1 of the Company's
                    Form 8-K (filed March 9, 1999).

              (4)   Incorporated by reference to Exhibit 4.1 of the Company's
                    Form 8-K (filed April 29, 1999);