<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 DIRECTORS

                            (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                      60,000                 $  1.00 (2)                   $ 60,000                 $ 16.68
value $.01 per share
                                       40,000                 $  1.32 (2)                   $ 52,800                 $ 14.68

                                       60,000                 $  2.00 (2)                   $120,000                 $ 33.36

                                       20,000                 $ 2.031 (2)                   $ 40,620                 $ 11.29

                                       10,000                 $ 3.563 (2)                   $ 35,630                 $  9.91

                                       60,000                 $ 2.4531(3)                   $147,186                 $ 40.92

============================        =========                 =========                     ===========              =======
Total                                 250,000                     ----                      $456,236.00              $130.00
</TABLE>


(1)     Plus such additional number of shares as may be required pursuant to the
        Registrant's 1997 Stock Option Plan for Directors 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, officer or employee of any
         subsidiary of the Company, or (c) in any capacity with any other
         corporation,



                                       4
<PAGE>   5
         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
                           Directors *

----------

                  *        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
Directors, 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 Directors *            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).
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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 DIRECTORS

                            (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                      60,000                 $  1.00 (2)                   $ 60,000                 $ 16.68
value $.01 per share
                                       40,000                 $  1.32 (2)                   $ 52,800                 $ 14.68

                                       60,000                 $  2.00 (2)                   $120,000                 $ 33.36

                                       20,000                 $ 2.031 (2)                   $ 40,620                 $ 11.29

                                       10,000                 $ 3.563 (2)                   $ 35,630                 $  9.91

                                       60,000                 $ 2.4531(3)                   $147,186                 $ 40.92

============================        =========                 =========                     ===========              =======
Total                                 250,000                     ----                      $456,236.00              $130.00
(1)     Plus such additional number of shares as may be required pursuant to the
        Registrant's 1997 Stock Option Plan for Directors 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, officer or employee of any
         subsidiary of the Company, or (c) in any capacity with any other
         corporation,

                                       4
5
         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
                           Directors *

----------

                  *        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
Directors, 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
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                                  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 Directors *            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).