<PAGE>   1
    As filed with the Securities and Exchange Commission on October 10, 2000
                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

                             SOFTWARE SPECTRUM, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                         <C>
          TEXAS                                               75-1878002
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

      2140 MERRITT DRIVE                                        75041
        GARLAND, TEXAS                                        (Zip Code)
(Address of Executive Offices)
</TABLE>
                                   ----------

                  SOFTWARE SPECTRUM, INC. AMENDED AND RESTATED
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                ROBERT D. GRAHAM
                       VICE PRESIDENT AND GENERAL COUNSEL
                             SOFTWARE SPECTRUM, INC.
                               2140 MERRITT DRIVE
                              GARLAND, TEXAS 75041
                                 (972) 840-6600
 (Name, address and telephone number, including area code, of agent for service)
                                   ----------

                                 WITH COPIES TO:

                             LINDA A. WILKINS, ESQ.
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                            DALLAS, TEXAS 75201-6776


                         CALCULATION OF REGISTRATION FEE

<TABLE>

<CAPTION>

          TITLE                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM
      OF SECURITIES            AMOUNT TO         OFFERING PRICE       AGGREGATE OFFERING           AMOUNT OF
    TO BE REGISTERED         BE REGISTERED       PER SHARE (1)            PRICE (1)            REGISTRATION FEE
-------------------------- ------------------ --------------------- ----------------------- ------------------------
<S>                        <C>                <C>                   <C>                     <C>
      Common Stock,         150,000 shares            $7.25             $1,087,500.00               $287.10
     $.01 Par Value
</TABLE>


(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee. Based on
the average of the high and low prices reported on the Nasdaq National Market on
October 6, 2000. In addition, pursuant to Rule 416 under the Securities Act
of 1933, as amended, this Registration Statement also covers shares of Common
Stock of the Company issuable to prevent dilution resulting from stock splits,
stock dividends or similar transactions.



<PAGE>   2



                                EXPLANATORY NOTE

     This Registration Statement is being filed to register additional shares of
Common Stock in connection with the Software Spectrum, Inc. Amended and Restated
Employee Stock Purchase Plan. Pursuant to General Instruction E of Form S-8, the
contents of Registration Statement No. 33-50866 relating to the Plan described
herein are incorporated herein by reference.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by Software Spectrum,
Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into 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 to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is 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.

     (1)  The Company's Form 10-K Annual Report filed July 31, 2000 with respect
          to the fiscal year ended April 30, 2000 pursuant to Section 13(a) of
          the Exchange Act;

     (2)  The Company's Form 10-Q Quarterly Report filed September 14, 2000 with
          respect to the fiscal quarter ended July 31, 2000 pursuant to Section
          13(a) of the Exchange Act;

     (3)  All other reports filed with the Securities and Exchange Commission
          pursuant to Section 13(a) or 15(d) of the Exchange Act since the end
          of the fiscal year covered by the report described in (1) above; and

     (4)  The description of the Common Stock which is contained in the
          Company's Registration Statement on Form 8-A filed with the Securities
          and Exchange Commission on June 18, 1991 pursuant to Section 12 of the
          Exchange Act, and all amendments thereto and reports that have been
          filed for the purpose of updating such description.




                                      -2-
<PAGE>   3



ITEM 8. EXHIBITS.

     5.1*  Opinion of Locke Liddell & Sapp LLP.

     23.1* Consent of Grant Thornton LLP.

     23.2* Consent of Locke Liddell & Sapp LLP (included in opinion filed as
           Exhibit 5.1).

     99.1  Software Spectrum, Inc. Amended and Restated Employee Stock
           Purchase Plan (incorporated by reference to Exhibit 10.10 to the
           Company's Form 10-K Annual Report, filed July 31, 2000, with
           respect to the fiscal year ended April 30, 2000).

     99.2* Amendment No. 1 to Software Spectrum, Inc. Amended and Restated
           Employee Stock Purchase Plan.
----------
     *     Filed herewith


ITEM 9. UNDERTAKINGS.

        The Company 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 this 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 this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease 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
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Securities and
                  Exchange Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a 20% change in the maximum aggregate offering price
                  set forth in the "Calculation of Registration Fee" table in
                  the effective registration statement;



                                      -3-
<PAGE>   4



          (iii)   To include any material information with respect to the plan
                  of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

          provided, however, that paragraphs (1)(i) and (1)(ii) above do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Securities and Exchange Commission by the
          Company pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in this 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.

     (4)  That, for purposes of determining any liability under the Securities
          Act, each filing of the Company's annual report pursuant to Section
          13(a) or Section 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 this 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.

     (5)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Company pursuant to the foregoing provisions, or
          otherwise, the Company has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Securities Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the Company of expenses
          incurred or paid by a director, officer or controlling person of the
          Company in the successful defense of any action, suit or proceeding)
          is asserted by such director, officer or controlling person in
          connection



                                      -4-
<PAGE>   5


          with the securities being registered, the Company 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 Securities Act and will be governed by the final
          adjudication of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Garland, State of Texas, on this 10th day of
October, 2000.

                                 SOFTWARE SPECTRUM, INC.


                                 By: /s/ ROBERT D. GRAHAM
                                    ------------------------------------
                                    Robert D. Graham
                                    Vice President of Strategic Relationships
                                    and General Counsel



                                      -5-
<PAGE>   6

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Judy C. Odom and Robert D. Graham,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done on and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
SIGNATURES                                TITLE                                      DATE
----------                                -----                                      ----
<S>                                <C>                                         <C>
/s/ JUDY ODOM                      Chairman of the Board and Chief             September 21, 2000
------------------                 Executive Officer (Principal
Judy Odom                          Executive Officer)


/s/ KEITH R. COOGAN                President and Chief Operating               September 21, 2000
-------------------                Officer and Director
Keith R. Coogan


                                   Vice President and Chief                    September 21, 2000
/s/ JAMES W. BROWN                 Financial Officer (Principal
------------------                 Financial Officer and Principal
James W. Brown                     Accounting Officer)


/s/ MELLON C. BAIRD                Director                                    September 21, 2000
-------------------
Mellon C. Baird


/s/ BRIAN N. DICKIE                Director                                    September 21, 2000
-------------------
Brian N. Dickie


/s/ FRANK TINDLE                   Director                                    September 21, 2000
----------------
Frank Tindle
</TABLE>




                                      -6-
<PAGE>   7





                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number            Exhibit
--------          -------
<S>               <C>
5.1*              Opinion of Locke Liddell & Sapp LLP.

23.1*             Consent of Grant Thornton LLP.

23.2*             Consent of Locke Liddell & Sapp LLP (included in opinion
                  filed as Exhibit 5.1).

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

99.1              Software Spectrum, Inc. Amended and Restated Employee Stock
                  Purchase Plan (incorporated by reference to Exhibit 10.10 to
                  the Company's Form 10-K Annual Report, filed July 31, 2000,
                  with respect to the fiscal year ended April 30, 2000).

99.2*             Amendment No. 1 to Software Spectrum, Inc. Amended and
                  Restated Employee Stock Purchase Plan.
</TABLE>
----------
     *    Filed herewith





                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "d80773s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16330}]
{"company-data": {"conformed-name": "SOFTWARE SPECTRUM INC", "cik": "0000875173", "assigned-sic": "5045", "irs-number": "751878002", "state-of-incorporation": "TX", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47700", "film-number": "738005"}, "business-address": {"street1": "2140 MERRITT DR", "city": "GARLAND", "state": "TX", "zip": "75041", "phone": "2148406600"}, "mail-address": {"street1": "2140 MERRITT DR", "city": "GARLAND", "state": "TX", "zip": "75401"}}
1
    As filed with the Securities and Exchange Commission on October 10, 2000
                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

                             SOFTWARE SPECTRUM, INC.
             (Exact name of registrant as specified in its charter)
TEXAS                                               75-1878002
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

      2140 MERRITT DRIVE                                        75041
        GARLAND, TEXAS                                        (Zip Code)
(Address of Executive Offices)
----------

                  SOFTWARE SPECTRUM, INC. AMENDED AND RESTATED
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                ROBERT D. GRAHAM
                       VICE PRESIDENT AND GENERAL COUNSEL
                             SOFTWARE SPECTRUM, INC.
                               2140 MERRITT DRIVE
                              GARLAND, TEXAS 75041
                                 (972) 840-6600
 (Name, address and telephone number, including area code, of agent for service)
                                   ----------

                                 WITH COPIES TO:

                             LINDA A. WILKINS, ESQ.
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                            DALLAS, TEXAS 75201-6776

                         CALCULATION OF REGISTRATION FEE
TITLE                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM
      OF SECURITIES            AMOUNT TO         OFFERING PRICE       AGGREGATE OFFERING           AMOUNT OF
    TO BE REGISTERED         BE REGISTERED       PER SHARE (1)            PRICE (1)            REGISTRATION FEE
-------------------------- ------------------ --------------------- ----------------------- ------------------------
Common Stock,         150,000 shares            $7.25             $1,087,500.00               $287.10
     $.01 Par Value
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee. Based on
the average of the high and low prices reported on the Nasdaq National Market on
October 6, 2000. In addition, pursuant to Rule 416 under the Securities Act
of 1933, as amended, this Registration Statement also covers shares of Common
Stock of the Company issuable to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
2

                                EXPLANATORY NOTE

     This Registration Statement is being filed to register additional shares of
Common Stock in connection with the Software Spectrum, Inc. Amended and Restated
Employee Stock Purchase Plan. Pursuant to General Instruction E of Form S-8, the
contents of Registration Statement No. 33-50866 relating to the Plan described
herein are incorporated herein by reference.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by Software Spectrum,
Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into 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 to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is 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.

     (1)  The Company's Form 10-K Annual Report filed July 31, 2000 with respect
          to the fiscal year ended April 30, 2000 pursuant to Section 13(a) of
          the Exchange Act;

     (2)  The Company's Form 10-Q Quarterly Report filed September 14, 2000 with
          respect to the fiscal quarter ended July 31, 2000 pursuant to Section
          13(a) of the Exchange Act;

     (3)  All other reports filed with the Securities and Exchange Commission
          pursuant to Section 13(a) or 15(d) of the Exchange Act since the end
          of the fiscal year covered by the report described in (1) above; and

     (4)  The description of the Common Stock which is contained in the
          Company's Registration Statement on Form 8-A filed with the Securities
          and Exchange Commission on June 18, 1991 pursuant to Section 12 of the
          Exchange Act, and all amendments thereto and reports that have been
          filed for the purpose of updating such description.

                                      -2-
3

ITEM 8. EXHIBITS.

     5.1*  Opinion of Locke Liddell & Sapp LLP.

     23.1* Consent of Grant Thornton LLP.

     23.2* Consent of Locke Liddell & Sapp LLP (included in opinion filed as
           Exhibit 5.1).

     99.1  Software Spectrum, Inc. Amended and Restated Employee Stock
           Purchase Plan (incorporated by reference to Exhibit 10.10 to the
           Company's Form 10-K Annual Report, filed July 31, 2000, with
           respect to the fiscal year ended April 30, 2000).

     99.2* Amendment No. 1 to Software Spectrum, Inc. Amended and Restated
           Employee Stock Purchase Plan.
----------
     *     Filed herewith

ITEM 9. UNDERTAKINGS.

        The Company 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 this 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 this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease 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
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Securities and
                  Exchange Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a 20% change in the maximum aggregate offering price
                  set forth in the "Calculation of Registration Fee" table in
                  the effective registration statement;

                                      -3-
4

          (iii)   To include any material information with respect to the plan
                  of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

          provided, however, that paragraphs (1)(i) and (1)(ii) above do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Securities and Exchange Commission by the
          Company pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in this 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.

     (4)  That, for purposes of determining any liability under the Securities
          Act, each filing of the Company's annual report pursuant to Section
          13(a) or Section 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 this 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.

     (5)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Company pursuant to the foregoing provisions, or
          otherwise, the Company has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Securities Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the Company of expenses
          incurred or paid by a director, officer or controlling person of the
          Company in the successful defense of any action, suit or proceeding)
          is asserted by such director, officer or controlling person in
          connection

                                      -4-
5

          with the securities being registered, the Company 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 Securities Act and will be governed by the final
          adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Garland, State of Texas, on this 10th day of
October, 2000.

                                 SOFTWARE SPECTRUM, INC.

                                 By: /s/ ROBERT D. GRAHAM
                                    ------------------------------------
                                    Robert D. Graham
                                    Vice President of Strategic Relationships
                                    and General Counsel

                                      -5-
6

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Judy C. Odom and Robert D. Graham,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done on and about the premises
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES                                TITLE                                      DATE
----------                                -----                                      ----
/s/ JUDY ODOM                      Chairman of the Board and Chief             September 21, 2000
------------------                 Executive Officer (Principal
Judy Odom                          Executive Officer)

/s/ KEITH R. COOGAN                President and Chief Operating               September 21, 2000
-------------------                Officer and Director
Keith R. Coogan

                                   Vice President and Chief                    September 21, 2000
/s/ JAMES W. BROWN                 Financial Officer (Principal
------------------                 Financial Officer and Principal
James W. Brown                     Accounting Officer)

/s/ MELLON C. BAIRD                Director                                    September 21, 2000
-------------------
Mellon C. Baird

/s/ BRIAN N. DICKIE                Director                                    September 21, 2000
-------------------
Brian N. Dickie

/s/ FRANK TINDLE                   Director                                    September 21, 2000
----------------
Frank Tindle
-6-
7

                                INDEX TO EXHIBITS
Exhibit
Number            Exhibit
--------          -------
5.1*              Opinion of Locke Liddell & Sapp LLP.

23.1*             Consent of Grant Thornton LLP.

23.2*             Consent of Locke Liddell & Sapp LLP (included in opinion
                  filed as Exhibit 5.1).

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

99.1              Software Spectrum, Inc. Amended and Restated Employee Stock
                  Purchase Plan (incorporated by reference to Exhibit 10.10 to
                  the Company's Form 10-K Annual Report, filed July 31, 2000,
                  with respect to the fiscal year ended April 30, 2000).

99.2*             Amendment No. 1 to Software Spectrum, Inc. Amended and
                  Restated Employee Stock Purchase Plan.
----------
     *    Filed herewith

                                      -7-