<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)

             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. 1998 LONG TERM INCENTIVE 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,
     $.01 Par Value         200,000 shares           $7.25                $1,450,000.00             $382.80
===============================================================================================================
</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. 1998 Long
Term Incentive Plan as amended. Pursuant to General Instruction E of Form S-8,
the contents of Registration Statement No. 333-82095 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. 1998 Long Term Incentive Plan
                  (incorporated by reference to Exhibit 10.17 to the Company's
                  Form 10-Q Quarterly Report, filed December 14, 1998, with
                  respect to the fiscal quarter ended October 31, 1998).

         99.2     Amendment No. 1 to Software Spectrum, Inc. 1998 Long Term
                  Incentive Plan (incorporated by reference to Exhibit 10.17(b)
                  to the Company's Form 10-K Annual Report, filed July 31, 2000,
                  with respect to the fiscal year ended April 30, 2000).

----------

* 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 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.


                                      -4-
<PAGE>   5


                                   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

         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>

         *                         Chairman of the Board and Chief              October 10, 2000
---------------------------        Executive Officer (Principal
Judy C. Odom                       Executive Officer)


         *                         President and Chief Operating                October 10, 2000
---------------------------        Officer and Director
Keith R. Coogan

                                                                                October 10, 2000
         *                         Vice President and Chief
---------------------------        Financial Officer (Principal
James W. Brown                     Financial Officer and Principal
                                   Accounting Officer)

         *                         Director                                     October 10, 2000
---------------------------
Mellon C. Baird

         *                         Director                                     October 10, 2000
---------------------------
Brian N. Dickie

         *                         Director                                     October 10, 2000
---------------------------
Frank Tindle
</TABLE>


* The undersigned has executed this Registration Statement on behalf of each of
the persons named above pursuant to the Power of Attorney filed with the
Securities and Exchange Commission.

*By: /s/ ROBERT D. GRAHAM
     ----------------------------
     Robert D. Graham
     Attorney-in-fact

<PAGE>   6


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER        DESCRIPTION
-------       -----------
<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. 1998 Long Term Incentive Plan (incorporated by reference to
              Exhibit 10.17 to the Company's Form 10-Q Quarterly Report, filed December 14, 1998,
              with respect to the fiscal quarter ended October 31, 1998).

99.2          Amendment No. 1 to Software Spectrum, Inc. 1998 Long Term Incentive Plan (incorporated
              by reference to Exhibit 10.17(b) to the Company's Form 10-K Annual Report, filed July
              31, 2000, with respect to the fiscal year ended April 30, 2000).
</TABLE>

----------

* Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "d80772s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16721}]
{"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": "333-47702", "film-number": "738006"}, "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. 1998 LONG TERM INCENTIVE 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,
     $.01 Par Value         200,000 shares           $7.25                $1,450,000.00             $382.80
===============================================================================================================
(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. 1998 Long
Term Incentive Plan as amended. Pursuant to General Instruction E of Form S-8,
the contents of Registration Statement No. 333-82095 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. 1998 Long Term Incentive Plan
                  (incorporated by reference to Exhibit 10.17 to the Company's
                  Form 10-Q Quarterly Report, filed December 14, 1998, with
                  respect to the fiscal quarter ended October 31, 1998).

         99.2     Amendment No. 1 to Software Spectrum, Inc. 1998 Long Term
                  Incentive Plan (incorporated by reference to Exhibit 10.17(b)
                  to the Company's Form 10-K Annual Report, filed July 31, 2000,
                  with respect to the fiscal year ended April 30, 2000).

----------

* 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 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.

                                      -4-
5

                                   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

         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
       ----------                                -----                                ----
*                         Chairman of the Board and Chief              October 10, 2000
---------------------------        Executive Officer (Principal
Judy C. Odom                       Executive Officer)

         *                         President and Chief Operating                October 10, 2000
---------------------------        Officer and Director
Keith R. Coogan

                                                                                October 10, 2000
         *                         Vice President and Chief
---------------------------        Financial Officer (Principal
James W. Brown                     Financial Officer and Principal
                                   Accounting Officer)

         *                         Director                                     October 10, 2000
---------------------------
Mellon C. Baird

         *                         Director                                     October 10, 2000
---------------------------
Brian N. Dickie

         *                         Director                                     October 10, 2000
---------------------------
Frank Tindle
* The undersigned has executed this Registration Statement on behalf of each of
the persons named above pursuant to the Power of Attorney filed with the
Securities and Exchange Commission.

*By: /s/ ROBERT D. GRAHAM
     ----------------------------
     Robert D. Graham
     Attorney-in-fact
6

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER        DESCRIPTION
-------       -----------
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. 1998 Long Term Incentive Plan (incorporated by reference to
              Exhibit 10.17 to the Company's Form 10-Q Quarterly Report, filed December 14, 1998,
              with respect to the fiscal quarter ended October 31, 1998).

99.2          Amendment No. 1 to Software Spectrum, Inc. 1998 Long Term Incentive Plan (incorporated
              by reference to Exhibit 10.17(b) to the Company's Form 10-K Annual Report, filed July
              31, 2000, with respect to the fiscal year ended April 30, 2000).
----------

* Filed herewith