AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2007
                              REGISTRATION NO. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

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

                            ------------------------

                         CLICKSOFTWARE TECHNOLOGIES LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                            ------------------------

                ISRAEL                                   NOT APPLICABLE
    (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)

                              11 BEN GURION STREET
                              GIVAT SHMUEL, ISRAEL
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                            ------------------------

                       2000 SHARE OPTION PLAN, AS AMENDED
                            (FULL TITLE OF THE PLANS)

                            ------------------------

                              DR. MOSHE BEN-BASSAT
                             CHIEF EXECUTIVE OFFICER
                         CLICKSOFTWARE TECHNOLOGIES LTD.
                          35 CORPORATE DRIVE SUITE 140
                              BURLINGTON, MA 01803
                                 (781) 272-5903
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                            ------------------------

                                   COPIES TO:

       PHYLLIS KORFF, ESQ.                              RICHARD MANN, ESQ.
      MICHAL BERKNER, ESQ.                   GROSS, KLEINHENDLER, HODAK, HALEVY,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP                 GREENBERG & CO.
       ONE TIMES SQUARE                                ONE AZRIELI CENTER
      NEW YORK, NY 10036                                 CIRCULAR TOWER
                                                         TEL AVIV 67021
                                                             ISRAEL

                            ------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================================================
                                                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
                                                   AMOUNT TO BE           OFFERING               AGGREGATE           REGISTRATION
     TITLE OF SECURITIES TO BE REGISTERED           REGISTERED         PRICE PER SHARE        OFFERING PRICE             FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                   <C>                  <C>                     <C>

Ordinary Shares, NIS 0.02 par value, to be
   issued under the 2000 Share Option Plan,
   as amended July 20,2004....................       1,250,000                $3.30            4,125,000                 $126
===================================================================================================================================
                                     TOTAL:          1,250,000
===================================================================================================================================
<FN>
(1)  Calculated in accordance with Rule 457(h) and Rule 457(c) under the
     Securities Act of 1933, as amended, solely for the purpose of calculating
     the registration fee based on the price of $3.30 per share, which was the
     average of the high and low price per Ordinary Share as reported on the
     Nasdaq Capital Market on March 13, 2007.
</FN>


===================================================================================================================================

</TABLE>


<PAGE>


                                EXPLANATORY NOTE

     On July 21, 2000, ClickSoftware  Technologies Ltd. (the "Registrant" or the
"Company") filed a Registration  Statement on Form S-8 (File No. 333-42000) with
the  Securities  and  Exchange  Commission  (the  "Commission")  to  register an
aggregate  of 5,254,584  Ordinary  Shares of the  Registrant  that may be issued
pursuant to the  Registrant's  1996 Option Plan,  1998 Option Plan,  1999 Option
Plans, 2000 U.S. Option Plan, 2000 Israeli Plan, 2000 Share Option Plan, and the
2000 Employee Share Purchase Plan.

     Pursuant to the 2000 Share  Option Plan,  as amended,  the number of shares
made available under the 2000 Share Option Plan will be automatically  increased
on the first day of the Company's  fiscal year to equal the lesser of: (i) 5% of
the outstanding  ordinary shares on such date, (ii) 1,250,000  ordinary  shares,
and  (iii)  an  amount   determined  by  the  board  of  directors   ("Evergreen
Mechanism").

     Accordingly, the number of shares reserved under the 2000 Share Option Plan
was increased by 400,000 ordinary shares effective January 1, 2004. In addition,
in September  2003, our board of directors  adopted a resolution to increase the
number of Ordinary  Shares made available under the 2000 Employee Share Purchase
Plan by 250,000  ordinary  shares.  On April 29, 2004, the Registrant filed with
the  Commission a  Registration  Statement on Form S-8 (File No.  333-115003) to
register an additional  650,000  Ordinary  Shares of the Registrant  that may be
issued  pursuant to the 2000 Share Option Plan,  as amended,  and the  Company's
2000 Employee Share Purchase Plan.

     In accordance  with the  Registrant's  Evergreen  Mechanism,  the number of
shares  reserved  under the 2000  Share  Option  Plan was  increased  by 450,000
Ordinary  Shares  effective  January 1, 2006. On June 29, 2006,  the  Registrant
filed  with the  Commission  a  Registration  Statement  on Form S-8  (File  No.
333-30827) to register an additional  450,000  Ordinary Shares of the Registrant
that may be issued pursuant to the 2000 Share Option Plan, as amended.

     In accordance with the Registrant's  Evergreen  Mechanism,  effective as of
January 1, 2007, our board of directors  ratified the automatic  increase in the
number of shares  reserved  under the 2000 Share  Option  Plan,  as amended,  by
1,250,000 Ordinary Shares.

     The  Registrant  is  filing  this  Registration  Statement  on Form  S-8 to
register an additional  1,250,000  ordinary shares of the Company,  which may be
issued upon the exercise of options  which have been granted or may hereafter be
granted under the 2000 Share Option Plan.

     Pursuant  to  General  Instruction  E to  Form  S-8,  the  contents  of the
Registration  Statements  previously  filed with the Commission  relating to the
2000 Share Option Plan referred to above are  incorporated by reference,  except
as revised herein.

                                     PART I


INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


All information required by Part I to be contained in the prospectus is omitted
from this registration statement in accordance with Rule 428 and the
introductory note to Part I of Form S-8, in each case under the Securities Act
of 1933.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference.

     There are hereby  incorporated by reference in this Registration  Statement
the following documents and information heretofore filed with the Commission:

     (a) Annual Report on Form 20-F for the fiscal year ended  December 31, 2005
filed with the Commission on April 24, 2006;

     (b) Current  Reports on Form 6-K filed with the  Commission on May 1, 2006,
June 14, 2006, July 26, 2006,  November 1, 2006,  November 30, 2006 and February
7, 2007;

     (c) The description of the Registrant's Ordinary Shares contained under the
headings  "Description of Share Capital,"  "Shares Eligible for Future Sale" and
"United States Federal Income Tax Considerations"  contained in the Registrant's
Registration  Statement on Form S-1 filed with the  Commission  on June 1, 2000,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description;

     (d) The  Company's  Registration  Statement  on Form 8-A filed  pursuant to
Section 12 of the Securities and Exchange Act of 1934 (the "Exchange  Act"),  on
June 19,  2000,  and any further  amendment or report  filed  hereafter  for the
purpose of updating any such description; and

     (e) All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of  this
Registration  Statement  and 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 in this Registration  Statement and to be part hereof from the date of
filing such documents.


Item 6.  Indemnification of Directors and Officers

     Our amended and restated  articles of  association  allow us to  indemnify,
exculpate and insure our office  holders to the fullest extent  permitted  under
the Israeli Companies Law.

     Under the Israeli  Companies  Law, a company may indemnify an office holder
against any  monetary  liability  incurred  in his or her  capacity as an office
holder  whether  imposed  on him or her or  incurred  by him or her in  favor of
another person  pursuant to a judgment,  a settlement or an  arbitrator's  award
approved  by court.  A company  also can  indemnify  an  office  holder  against
reasonable litigation expenses,  including attorneys' fees, incurred, whether or
not  paid  by  him  or her in his  or  her  capacity  as an  office  holder,  in
proceedings  instituted against him or her by the company, on its behalf or by a
third-party,  in connection with criminal proceedings in which the office holder
was acquitted,  or as a result of a conviction for a crime that does not require
proof of criminal intent.

     In addition,  a company may indemnify an office holder  against  reasonable
legal fees, including attorney's fees, incurred,  whether or not paid by him, by
him or her in his or her  capacity  as an  office  holder in  consequence  of an
investigation or proceeding  instituted  against him or her by an authority that
is authorized to conduct such investigation or proceeding, and that was resolved
without an  indictment  against  him or her and  without  imposing on him or her
financial  obligation as an  alternative of a criminal  proceeding,  or that was
resolved without filing an indictment against him or her but with the imposition
on  him or  her  of a  financial  obligation  as an  alternative  to a  criminal
proceeding  in respect of an offense that does not require the proof of criminal
intent.

     A company may  indemnify an office  holder in respect of some  liabilities,
either in advance of an event or following an event. If a company  undertakes to
indemnify an office holder in advance of an event,  the  indemnification,  other
than litigation expenses,  must be limited to foreseeable events in light of the
company's actual activities when the company undertook such indemnification, and
reasonable amounts or standards, as determined by the board of directors.

     A company may obtain  insurance  for an office holder  against  liabilities
incurred in his or her capacity as an office holder. These liabilities include a
breach  of duty of care to the  company  or a  third-party,  including  a breach
arising  out of  negligent  conduct  of the office  holder,  a breach of duty of
loyalty and any monetary  liability  imposed on the office  holder in favor of a
third-party.

     A company may  exculpate an office  holder from a breach of duty of care in
advance of that breach. Our articles of association provide for exculpation both
in advance  or  retroactively,  to the extent  permitted  under  Israeli  law. A
company  may not  exculpate  an office  holder  from a breach of duty of loyalty
towards the company. A company may also not exculpate a director in advance from
a breach of duty of care concerning  dividend  distribution or a purchase of the
company's shares by the company or other entities controlled by the company.

     An Israeli  company may only indemnify or insure an office holder against a
breach of duty of  loyalty to the extent  that the office  holder  acted in good
faith and had  reasonable  grounds to assume that the action would not prejudice
the  company.  In  addition,  an Israeli  company may not  indemnify,  insure or
exculpate  an  office  holder  against  a  breach  of duty of care if  committed
intentionally or recklessly  (excluding mere negligence),  or committed with the
intent to derive an  unlawful  personal  gain,  or for a fine or forfeit  levied
against the office holder in connection with a criminal offense.

     As permitted under Israeli law, we have agreements whereby we indemnify our
officers and directors for certain  events or  occurrences  while the officer or
director  is,  or  was   serving,   at  our  request  in  such   capacity.   The
indemnification  period covers all pertinent  events and occurrences  during the
officer's  or  director's  lifetime.  We have  director  and  officer  insurance
coverage  that may limit our  exposure and may enable us to recover a portion of
any future amounts paid. In addition to the insurance  coverage,  we have agreed
to  indemnify  our  directors  in an amount not to exceed $20  million,  for all
persons and all events to be  indemnified,  for certain  events and  occurrences
while the director is, or was, serving, at our request in such capacity.


Item 8.  Exhibits.


  EXHIBIT
  NUMBER                  DESCRIPTION
-----------  ------------------------------------------------------------------
   4.1(1)    2000 Share Option Plan, as amended
   4.2(2)    Articles of Association of ClickSoftware Technologies Ltd.,
             amended and restated as of May 28, 2003
   5.1       Opinion of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
  23.1       Consent of Brightman Almagor & Co., Independent Auditor
  23.2       Consent of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
             (contained in Exhibit 5.1)
  24.1       Power of Attorney (included in signature page to this Registration
             Statement)

----------------------------

     (1)  Incorporated  by  reference  to  the  Registrant's   definitive  proxy
statement filed on June 21, 2004.

     (2) Incorporated by reference to the Registrant's report on Form 10-Q filed
with the Commission on August 13, 2003.


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 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.

                  (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,  each  filing  of  the
registrant'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 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 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 Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in 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.


<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Burlington, State of Massachusetts, on.

                                        CLICKSOFTWARE TECHNOLOGIES LTD.

                                        By:  /S/ MOSHE BENBASSAT
                                            ------------------------------------
                                             Moshe BenBassat
                                             Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints  Moshe  BenBassat  and Shmuel  Arvatz,
jointly  and  severally,   his  attorneys-in-fact,   each  with  full  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated:

           SIGNATURE                          TITLE                     DATE

                             Chairman of the Board of Directors    March 6, 2007
/s/ Moshe Benbassat          & Chief Executive Office
--------------------------   (Principal Executive Officer)
    Moshe BenBassat


/s/ Shmuel Arvatz            Chief Financial Officer (Principal    March 6, 2007
--------------------------   Financial and Accounting Officer)
    Shmuel Arvatz


/s/ Naomi Atsmon             Director                              March 6, 2007
--------------------------
    Naomi Atsmon


/s/ Israel Borovich          Director                              March 6, 2007
--------------------------
    Israel Borovich


/s/ Roni Einav               Director                              March 6, 2007
--------------------------
    Roni Einav


/s/ Dan Falk                 Director                              March 6, 2007
--------------------------
    Dan Falk


/s/ James W. Thanos          Director                              March 6, 2007
--------------------------
    James W. Thanos


/s/ Gil Weiser               Director                              March 6, 2007
--------------------------
    Gil Weiser


<PAGE>


                                INDEX TO EXHIBITS


  EXHIBIT
  NUMBER                  DESCRIPTION
-----------  ------------------------------------------------------------------
   4.1(1)    2000 Share Option Plan, as amended
   4.2(2)    Articles of Association of ClickSoftware Technologies Ltd.,
             amended and restated as of May 28, 2003
   5.1       Opinion of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
  23.1       Consent of Brightman Almagor & Co., Independent Auditor
  23.2       Consent of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
             (contained in Exhibit 5.1)
  24.1       Power of Attorney (included in signature page to this Registration
             Statement)

----------------------------
     (1)  Incorporated by reference to the Registrant's definitive proxy
          statement filed on June 21, 2004.

     (2)  Incorporated by reference to the Registrant's report on Form 10-Q
          filed with the Commission on August 13, 2003.


<PAGE>


EXHIBIT 5.1


                                                       Tel Aviv, March 13, 2007

ClickSoftware Technologies Ltd.
11 Ben Gurion Street
Givat Shmuel, Israel

           RE:  Registration on Form S-8


Ladies and Gentlemen:

     We have acted as Israeli  counsel to  ClickSoftware  Technologies  Ltd.,  a
company  organized  under the laws of the State of Israel  (the  "Company"),  in
connection  with its filing of a registration  statement on Form S-8 on or about
March 13, 2007 (the "Registration  Statement") under the Securities Act of 1933,
as amended,  relating to the registration of 1,250,000 of the Company's ordinary
shares, par value NIS 0.02 per share (the "Plan Shares"), to be issued under the
Company's 2000 Share Option Plan, as amended (the "2000 Plan").

     In our capacity as counsel to the Company,  we have  examined  originals or
copies,  satisfactory to us, of the Company's (i) Articles of Association,  (ii)
2000  Plan  and  (iii)  resolutions  of the  Company's  Board of  Directors  and
shareholders.  In such  examination,  we have  assumed  the  genuineness  of all
signatures,  the legal  capacity of natural  persons,  the  authenticity  of all
documents  submitted to us as  originals  and the  conformity  with the original
documents of all documents  submitted to us as copies or  facsimiles.  As to any
facts  material to such  opinion,  to the extent  that we did not  independently
establish relevant facts, we have relied on certificates of public officials and
certificates  of  officers  or  other  representatives  of the  Company.  We are
admitted to practice law in the State of Israel and the opinion expressed herein
is expressly limited to the laws of the State of Israel.

     On the basis of the  foregoing,  we are of the opinion that the Plan Shares
being registered  pursuant to the Registration  Statement,  when issued and paid
for in accordance  with the 2000 Plan and pursuant to agreements with respect to
the plans, will be validly issued, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                             Very truly yours,


                             Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.



<PAGE>



EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of ClickSoftware  Technologies Ltd. on Form S-8 of our report dated February 16,
2006, appearing in the Annual Report on Form 20-F of ClickSoftware  Technologies
Ltd. for the year ended December 31, 2005.


Brightman Almagor & Co.
Certified Public Accountants
A Member Firm Of Deloitte Touche Tohmatsu

Tel Aviv, Israel
March 11, 2007
[{"type": "S-8", "sequence": "1", "filename": "click-s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24779}]
{"company-data": {"conformed-name": "CLICKSOFTWARE TECHNOLOGIES LTD", "cik": "0001105841", "assigned-sic": "7372", "irs-number": "000000000", "state-of-incorporation": "L3", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-141307", "film-number": "07695030"}, "business-address": {"street1": "655 CAMPBELL TECHNOLOGY PARKWAY", "street2": "SUITE 250", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4083776088"}, "mail-address": {"street1": "655 CAMPBELL TECHNOLOGY PARKWAY", "street2": "SUITE 250", "city": "CAMPBELL", "state": "CA", "zip": "95008"}, "former-company": {"former-conformed-name": "CLICKSERVICE SOFTWARE LTD", "date-changed": "20000209"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2007
                              REGISTRATION NO. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

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

                            ------------------------

                         CLICKSOFTWARE TECHNOLOGIES LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                            ------------------------

                ISRAEL                                   NOT APPLICABLE
    (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)

                              11 BEN GURION STREET
                              GIVAT SHMUEL, ISRAEL
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                            ------------------------

                       2000 SHARE OPTION PLAN, AS AMENDED
                            (FULL TITLE OF THE PLANS)

                            ------------------------

                              DR. MOSHE BEN-BASSAT
                             CHIEF EXECUTIVE OFFICER
                         CLICKSOFTWARE TECHNOLOGIES LTD.
                          35 CORPORATE DRIVE SUITE 140
                              BURLINGTON, MA 01803
                                 (781) 272-5903
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                            ------------------------

                                   COPIES TO:

       PHYLLIS KORFF, ESQ.                              RICHARD MANN, ESQ.
      MICHAL BERKNER, ESQ.                   GROSS, KLEINHENDLER, HODAK, HALEVY,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP                 GREENBERG & CO.
       ONE TIMES SQUARE                                ONE AZRIELI CENTER
      NEW YORK, NY 10036                                 CIRCULAR TOWER
                                                         TEL AVIV 67021
                                                             ISRAEL

                            ------------------------
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
                                                   AMOUNT TO BE           OFFERING               AGGREGATE           REGISTRATION
     TITLE OF SECURITIES TO BE REGISTERED           REGISTERED         PRICE PER SHARE        OFFERING PRICE             FEE
-----------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.02 par value, to be
   issued under the 2000 Share Option Plan,
   as amended July 20,2004....................       1,250,000                $3.30            4,125,000                 $126
===================================================================================================================================
                                     TOTAL:          1,250,000
===================================================================================================================================
(1)  Calculated in accordance with Rule 457(h) and Rule 457(c) under the
     Securities Act of 1933, as amended, solely for the purpose of calculating
     the registration fee based on the price of $3.30 per share, which was the
     average of the high and low price per Ordinary Share as reported on the
     Nasdaq Capital Market on March 13, 2007.
===================================================================================================================================
EXPLANATORY NOTE

     On July 21, 2000, ClickSoftware  Technologies Ltd. (the "Registrant" or the
"Company") filed a Registration  Statement on Form S-8 (File No. 333-42000) with
the  Securities  and  Exchange  Commission  (the  "Commission")  to  register an
aggregate  of 5,254,584  Ordinary  Shares of the  Registrant  that may be issued
pursuant to the  Registrant's  1996 Option Plan,  1998 Option Plan,  1999 Option
Plans, 2000 U.S. Option Plan, 2000 Israeli Plan, 2000 Share Option Plan, and the
2000 Employee Share Purchase Plan.

     Pursuant to the 2000 Share  Option Plan,  as amended,  the number of shares
made available under the 2000 Share Option Plan will be automatically  increased
on the first day of the Company's  fiscal year to equal the lesser of: (i) 5% of
the outstanding  ordinary shares on such date, (ii) 1,250,000  ordinary  shares,
and  (iii)  an  amount   determined  by  the  board  of  directors   ("Evergreen
Mechanism").

     Accordingly, the number of shares reserved under the 2000 Share Option Plan
was increased by 400,000 ordinary shares effective January 1, 2004. In addition,
in September  2003, our board of directors  adopted a resolution to increase the
number of Ordinary  Shares made available under the 2000 Employee Share Purchase
Plan by 250,000  ordinary  shares.  On April 29, 2004, the Registrant filed with
the  Commission a  Registration  Statement on Form S-8 (File No.  333-115003) to
register an additional  650,000  Ordinary  Shares of the Registrant  that may be
issued  pursuant to the 2000 Share Option Plan,  as amended,  and the  Company's
2000 Employee Share Purchase Plan.

     In accordance  with the  Registrant's  Evergreen  Mechanism,  the number of
shares  reserved  under the 2000  Share  Option  Plan was  increased  by 450,000
Ordinary  Shares  effective  January 1, 2006. On June 29, 2006,  the  Registrant
filed  with the  Commission  a  Registration  Statement  on Form S-8  (File  No.
333-30827) to register an additional  450,000  Ordinary Shares of the Registrant
that may be issued pursuant to the 2000 Share Option Plan, as amended.

     In accordance with the Registrant's  Evergreen  Mechanism,  effective as of
January 1, 2007, our board of directors  ratified the automatic  increase in the
number of shares  reserved  under the 2000 Share  Option  Plan,  as amended,  by
1,250,000 Ordinary Shares.

     The  Registrant  is  filing  this  Registration  Statement  on Form  S-8 to
register an additional  1,250,000  ordinary shares of the Company,  which may be
issued upon the exercise of options  which have been granted or may hereafter be
granted under the 2000 Share Option Plan.

     Pursuant  to  General  Instruction  E to  Form  S-8,  the  contents  of the
Registration  Statements  previously  filed with the Commission  relating to the
2000 Share Option Plan referred to above are  incorporated by reference,  except
as revised herein.

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

All information required by Part I to be contained in the prospectus is omitted
from this registration statement in accordance with Rule 428 and the
introductory note to Part I of Form S-8, in each case under the Securities Act
of 1933.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference.

     There are hereby  incorporated by reference in this Registration  Statement
the following documents and information heretofore filed with the Commission:

     (a) Annual Report on Form 20-F for the fiscal year ended  December 31, 2005
filed with the Commission on April 24, 2006;

     (b) Current  Reports on Form 6-K filed with the  Commission on May 1, 2006,
June 14, 2006, July 26, 2006,  November 1, 2006,  November 30, 2006 and February
7, 2007;

     (c) The description of the Registrant's Ordinary Shares contained under the
headings  "Description of Share Capital,"  "Shares Eligible for Future Sale" and
"United States Federal Income Tax Considerations"  contained in the Registrant's
Registration  Statement on Form S-1 filed with the  Commission  on June 1, 2000,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description;

     (d) The  Company's  Registration  Statement  on Form 8-A filed  pursuant to
Section 12 of the Securities and Exchange Act of 1934 (the "Exchange  Act"),  on
June 19,  2000,  and any further  amendment or report  filed  hereafter  for the
purpose of updating any such description; and

     (e) All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of  this
Registration  Statement  and 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 in this Registration  Statement and to be part hereof from the date of
filing such documents.

Item 6.  Indemnification of Directors and Officers

     Our amended and restated  articles of  association  allow us to  indemnify,
exculpate and insure our office  holders to the fullest extent  permitted  under
the Israeli Companies Law.

     Under the Israeli  Companies  Law, a company may indemnify an office holder
against any  monetary  liability  incurred  in his or her  capacity as an office
holder  whether  imposed  on him or her or  incurred  by him or her in  favor of
another person  pursuant to a judgment,  a settlement or an  arbitrator's  award
approved  by court.  A company  also can  indemnify  an  office  holder  against
reasonable litigation expenses,  including attorneys' fees, incurred, whether or
not  paid  by  him  or her in his  or  her  capacity  as an  office  holder,  in
proceedings  instituted against him or her by the company, on its behalf or by a
third-party,  in connection with criminal proceedings in which the office holder
was acquitted,  or as a result of a conviction for a crime that does not require
proof of criminal intent.

     In addition,  a company may indemnify an office holder  against  reasonable
legal fees, including attorney's fees, incurred,  whether or not paid by him, by
him or her in his or her  capacity  as an  office  holder in  consequence  of an
investigation or proceeding  instituted  against him or her by an authority that
is authorized to conduct such investigation or proceeding, and that was resolved
without an  indictment  against  him or her and  without  imposing on him or her
financial  obligation as an  alternative of a criminal  proceeding,  or that was
resolved without filing an indictment against him or her but with the imposition
on  him or  her  of a  financial  obligation  as an  alternative  to a  criminal
proceeding  in respect of an offense that does not require the proof of criminal
intent.

     A company may  indemnify an office  holder in respect of some  liabilities,
either in advance of an event or following an event. If a company  undertakes to
indemnify an office holder in advance of an event,  the  indemnification,  other
than litigation expenses,  must be limited to foreseeable events in light of the
company's actual activities when the company undertook such indemnification, and
reasonable amounts or standards, as determined by the board of directors.

     A company may obtain  insurance  for an office holder  against  liabilities
incurred in his or her capacity as an office holder. These liabilities include a
breach  of duty of care to the  company  or a  third-party,  including  a breach
arising  out of  negligent  conduct  of the office  holder,  a breach of duty of
loyalty and any monetary  liability  imposed on the office  holder in favor of a
third-party.

     A company may  exculpate an office  holder from a breach of duty of care in
advance of that breach. Our articles of association provide for exculpation both
in advance  or  retroactively,  to the extent  permitted  under  Israeli  law. A
company  may not  exculpate  an office  holder  from a breach of duty of loyalty
towards the company. A company may also not exculpate a director in advance from
a breach of duty of care concerning  dividend  distribution or a purchase of the
company's shares by the company or other entities controlled by the company.

     An Israeli  company may only indemnify or insure an office holder against a
breach of duty of  loyalty to the extent  that the office  holder  acted in good
faith and had  reasonable  grounds to assume that the action would not prejudice
the  company.  In  addition,  an Israeli  company may not  indemnify,  insure or
exculpate  an  office  holder  against  a  breach  of duty of care if  committed
intentionally or recklessly  (excluding mere negligence),  or committed with the
intent to derive an  unlawful  personal  gain,  or for a fine or forfeit  levied
against the office holder in connection with a criminal offense.

     As permitted under Israeli law, we have agreements whereby we indemnify our
officers and directors for certain  events or  occurrences  while the officer or
director  is,  or  was   serving,   at  our  request  in  such   capacity.   The
indemnification  period covers all pertinent  events and occurrences  during the
officer's  or  director's  lifetime.  We have  director  and  officer  insurance
coverage  that may limit our  exposure and may enable us to recover a portion of
any future amounts paid. In addition to the insurance  coverage,  we have agreed
to  indemnify  our  directors  in an amount not to exceed $20  million,  for all
persons and all events to be  indemnified,  for certain  events and  occurrences
while the director is, or was, serving, at our request in such capacity.

Item 8.  Exhibits.

  EXHIBIT
  NUMBER                  DESCRIPTION
-----------  ------------------------------------------------------------------
   4.1(1)    2000 Share Option Plan, as amended
   4.2(2)    Articles of Association of ClickSoftware Technologies Ltd.,
             amended and restated as of May 28, 2003
   5.1       Opinion of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
  23.1       Consent of Brightman Almagor & Co., Independent Auditor
  23.2       Consent of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
             (contained in Exhibit 5.1)
  24.1       Power of Attorney (included in signature page to this Registration
             Statement)

----------------------------

     (1)  Incorporated  by  reference  to  the  Registrant's   definitive  proxy
statement filed on June 21, 2004.

     (2) Incorporated by reference to the Registrant's report on Form 10-Q filed
with the Commission on August 13, 2003.

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 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.

                  (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,  each  filing  of  the
registrant'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 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 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 Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in 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,  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 Burlington, State of Massachusetts, on.

                                        CLICKSOFTWARE TECHNOLOGIES LTD.

                                        By:  /S/ MOSHE BENBASSAT
                                            ------------------------------------
                                             Moshe BenBassat
                                             Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints  Moshe  BenBassat  and Shmuel  Arvatz,
jointly  and  severally,   his  attorneys-in-fact,   each  with  full  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated:

           SIGNATURE                          TITLE                     DATE

                             Chairman of the Board of Directors    March 6, 2007
/s/ Moshe Benbassat          & Chief Executive Office
--------------------------   (Principal Executive Officer)
    Moshe BenBassat

/s/ Shmuel Arvatz            Chief Financial Officer (Principal    March 6, 2007
--------------------------   Financial and Accounting Officer)
    Shmuel Arvatz

/s/ Naomi Atsmon             Director                              March 6, 2007
--------------------------
    Naomi Atsmon

/s/ Israel Borovich          Director                              March 6, 2007
--------------------------
    Israel Borovich

/s/ Roni Einav               Director                              March 6, 2007
--------------------------
    Roni Einav

/s/ Dan Falk                 Director                              March 6, 2007
--------------------------
    Dan Falk

/s/ James W. Thanos          Director                              March 6, 2007
--------------------------
    James W. Thanos

/s/ Gil Weiser               Director                              March 6, 2007
--------------------------
    Gil Weiser
INDEX TO EXHIBITS

  EXHIBIT
  NUMBER                  DESCRIPTION
-----------  ------------------------------------------------------------------
   4.1(1)    2000 Share Option Plan, as amended
   4.2(2)    Articles of Association of ClickSoftware Technologies Ltd.,
             amended and restated as of May 28, 2003
   5.1       Opinion of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
  23.1       Consent of Brightman Almagor & Co., Independent Auditor
  23.2       Consent of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
             (contained in Exhibit 5.1)
  24.1       Power of Attorney (included in signature page to this Registration
             Statement)

----------------------------
     (1)  Incorporated by reference to the Registrant's definitive proxy
          statement filed on June 21, 2004.

     (2)  Incorporated by reference to the Registrant's report on Form 10-Q
          filed with the Commission on August 13, 2003.
EXHIBIT 5.1

                                                       Tel Aviv, March 13, 2007

ClickSoftware Technologies Ltd.
11 Ben Gurion Street
Givat Shmuel, Israel

           RE:  Registration on Form S-8

Ladies and Gentlemen:

     We have acted as Israeli  counsel to  ClickSoftware  Technologies  Ltd.,  a
company  organized  under the laws of the State of Israel  (the  "Company"),  in
connection  with its filing of a registration  statement on Form S-8 on or about
March 13, 2007 (the "Registration  Statement") under the Securities Act of 1933,
as amended,  relating to the registration of 1,250,000 of the Company's ordinary
shares, par value NIS 0.02 per share (the "Plan Shares"), to be issued under the
Company's 2000 Share Option Plan, as amended (the "2000 Plan").

     In our capacity as counsel to the Company,  we have  examined  originals or
copies,  satisfactory to us, of the Company's (i) Articles of Association,  (ii)
2000  Plan  and  (iii)  resolutions  of the  Company's  Board of  Directors  and
shareholders.  In such  examination,  we have  assumed  the  genuineness  of all
signatures,  the legal  capacity of natural  persons,  the  authenticity  of all
documents  submitted to us as  originals  and the  conformity  with the original
documents of all documents  submitted to us as copies or  facsimiles.  As to any
facts  material to such  opinion,  to the extent  that we did not  independently
establish relevant facts, we have relied on certificates of public officials and
certificates  of  officers  or  other  representatives  of the  Company.  We are
admitted to practice law in the State of Israel and the opinion expressed herein
is expressly limited to the laws of the State of Israel.

     On the basis of the  foregoing,  we are of the opinion that the Plan Shares
being registered  pursuant to the Registration  Statement,  when issued and paid
for in accordance  with the 2000 Plan and pursuant to agreements with respect to
the plans, will be validly issued, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                             Very truly yours,

                             Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of ClickSoftware  Technologies Ltd. on Form S-8 of our report dated February 16,
2006, appearing in the Annual Report on Form 20-F of ClickSoftware  Technologies
Ltd. for the year ended December 31, 2005.

Brightman Almagor & Co.
Certified Public Accountants
A Member Firm Of Deloitte Touche Tohmatsu

Tel Aviv, Israel
March 11, 2007