OMB APPROVAL
                                                         OMB  Number:  3235-0066
                                                      Expires:  April  30,  1995
                                                      Estimated  average  burden
                                                        hours  per  response  49
                                                       -------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)

Nevada                                                                88-0398103
------                                                                ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation  or organization)                             Identification  No.)

Suite  420  - 6450 Roberts Street, Burnaby, British Columbia, Canada     V5G 4E1
--------------------------------------------------------------------     -------
(Address  of  Principal  Executive  Offices)                         (Zip  Code)

     MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC. 2000 STOCK OPTION PLAN
     -----------------------------------------------------------------------
                            (Full title of the plan)

                                  ROBERT HELLER
                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                         SUITE 420 - 6450 ROBERTS STREET
                   BURNABY, BRITISH COLUMBIA, CANADA  V5G 4E1
                     (Name and address of agent for service)

                                 (604) 320-7227
                                 --------------
          (Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                                VIRGIL  Z.  HLUS
                 CLARK,  WILSON,  BARRISTERS  AND  SOLICITORS
                      #800  -  885  WEST  GEORGIA  STREET
               VANCOUVER,  BRITISH  COLUMBIA,  CANADA,  V6C  3H1
                           TELEPHONE:  (604)  687-5700
                           ---------------------------

<PAGE>

<TABLE>
<CAPTION>


                             CALCULATION  OF  REGISTRATION  FEE


<S>                     <C>               <C>                <C>                  <C>

                                              Proposed           Proposed
Title of Securities to  Amount to be      Maximum Offering    Maximum Aggregate    Amount of
be Registered. . . . .  Registered        Price Per Share     Offering Price       Registration Fee
                        ----------------  -----------------  -------------------  ------------------
Common Stock, with . .  A maximum of
par value $0.001 . . .  3,000,000 shares     1.3125(1)        $ 3,937,500(1)       $ 1,039.50(1)
----------------------  ----------------  -----------------  -------------------  ------------------
</TABLE>

(1)     The  price  is  estimated  in  accordance  with Rule 457(h)(1) under the
Securities  Act  of  1933, as amended, solely for the purpose of calculating the
registration  fee,  based  on  the average of the bid and ask price ($1.375 bid;
$1.250  ask)  of  the  common  stock  as reported on the National Association of
Securities  Dealers  Inc.'s  Over  the  Counter  Bulletin Board on June 1, 2000.

(2)     The  2000 Stock Option Plan (the "2000 Plan") authorizes the issuance of
a  maximum  of  3,000,000  common  shares  all  of  which  are  being registered
hereunder.  There  are  also  registered,  pursuant to Rule 415, such additional
indeterminate number of shares as may be issued as a result of the anti-dilution
provision  of  the  2000  Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.

In  accordance  with  the  rules  and regulations of the Securities and Exchange
Commission,  the  documents  containing  the information called for in Part I of
Form  S-8 will be sent or given to individuals who participate in our 2000 Stock
Option  Plan,  effective  May  1,  2000 (the "2000 Plan") and who consent to and
execute  our  form  of stock option agreement (the "Agreement"), copies of which
are  filed  or  included with this Form S-8 (Exhibits 4.1 and 4.2 respectively).

This  Registration  Statement  relates to the offering of a maximum of 3,000,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
2000  Plan.

ITEM  2.     COMPANY  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

Upon  written or oral request, any of the documents incorporated by reference in
Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
incorporated  by  reference  in  Section  10(a)  Prospectus) and other documents
required  to  be  delivered to the Employees and/or Consultants pursuant to Rule
428(b)  are  available  without  charge  by  contacting:

                Merlin Software Technologies International, Inc.
                         Suite 420 - 6450 Roberts Street
                   Burnaby, British Columbia, Canada  V5G 4E1
                            Attention:  The President
                          (Telephone:  (604) 320-7227)

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  filed  by Merlin Software Technologies International,
Inc.  (the  "Company")  are  incorporated  herein  by  reference:

1.     The  description  of  the  Company's shares contained in the Registration
Statement  on  Form 10-SB (SEC File Number 000-27189), filed with the Securities
and Exchange Commission on August 31, 1999, including all amendments and reports
for  the  purpose  of  updating  such  description;

2.     The Company's Quarterly Report on Form 10-QSB filed on November 22, 1999,
for  the  quarter  ending  September  30,  1999,  containing  audited  financial
statements  as  of  September  30,  1999  and for the three month and nine month
periods  ended  September  30,  1999;

3.     The  Company's  Reports  on  Form  8-K  and  Form  8-K/A  filed  on:

       (a)     February  1,  2000;
       (b)     March  28,  2000;
       (c)     March  30,  2000;
       (d)     April  5,  2000;
       (e)     April  13,  2000;  and

4.     The  Company's  Annual  Report  on  Form  10-KSB filed on April 14, 2000,
containing  audited  financial statements for the fiscal year ended December 31,
1999  and  December  31,  1998.

In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934,  prior to the filing of a post-effective amendment indicating that all
of  the  securities  offered  hereunder  have  been  sold  or  deregistering 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 of such documents.  Any statement contained in a document incorporated by
reference  in  this  Registration  Statement  shall  be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or in any subsequently filed document that is also
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  Registration  Statement.

You may read and copy any reports, statements of other information were filed at
the  SEC's  Public  Reference  Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549.  Please  call  the  SEC  at 1-800-SEC-0330 for further information on the
Public  Reference Rooms.  The Company's filings are also available to the public
from  commercial  document  retrieval services, such as Primark, whose telephone
number  is  1-800-777-3272.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Section NRS 78.7502 the Nevada Revised Statutes, Title 7 (Business Associations,
Securities,  Commodities), Chapter 78 (Private Corporations) provides as follows
with  respect  to  the  indemnification  of  Directors  and  Officers:

<PAGE>

1.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative,
except  an  action  by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of the corporation as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or
other  enterprise, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with the action, suit or proceeding if he acted in good faith and in
a  manner  which  he  reasonably  believed  to  be in or not opposed to the best
interests  of  the  corporation,  and,  with  respect  to any criminal action or
proceeding,  had  no  reasonable  cause to believe his conduct was unlawful. The
termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent, does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the corporation, and that, with respect to any criminal action or
proceeding,  he  had  reasonable cause to believe that his conduct was unlawful.

2.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the fact that he is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the defense or settlement of the action or suit if he acted in
good  faith and in a manner which he reasonably believed to be in or not opposed
to  the  best  interests of the corporation. Indemnification may not be made for
any  claim,  issue  or  matter  as to which such a person has been adjudged by a
court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit  was  brought  or  other  court  of  competent jurisdiction determines upon
application  that  in  view  of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3.     To  the  extent  that  a  director,  officer,  employee  or  agent  of  a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection  with  the  defense.

Pursuant  to  NRS  78.751:

1.     Any  discretionary indemnification under NRS 78.7502, unless ordered by a
court  or advanced pursuant to subsection 2, may be made by the corporation only
as  authorized in the specific case upon a determination that indemnification of
the  director,  officer,  employee  or agent is proper in the circumstances. The
determination  must  be  made:

     (a)     By  the  stockholders;

     (b)     By  the  board of directors by majority vote of a quorum consisting
of  directors  who  were  not  parties  to  the  action,  suit  or  proceeding;

     (c)     If a majority vote of a quorum consisting of directors who were not
parties  to  the  action,  suit  or  proceeding  so orders, by independent legal
counsel  in  a  written  opinion;  or

     (d)     If  a  quorum  consisting  of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written  opinion.

2.     The  articles  of  incorporation,  the bylaws or an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action,  suit  or

<PAGE>

proceeding, upon receipt of an undertaking by or on behalf  of  the  director or
officer  to  repay  the  amount  if  it  is  ultimately determined by a court of
competent  jurisdiction  that  he  is  not  entitled  to  be  indemnified by the
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

3.     The  indemnification and advancement of expenses authorized in or ordered
by  a  court  pursuant  to  this  section:

     (a)     Does  not  exclude  any  other  rights  to  which  a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or  any  bylaw,  agreement, vote of stockholders or disinterested
directors  or  otherwise,  for  either  an action in his official capacity or an
action  in  another  capacity  while  holding  his  office,  except  that
indemnification,  unless  ordered  by a court pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf  of  any director or officer if a final adjudication establishes that his
acts  or omissions involved intentional misconduct, fraud or a knowing violation
of  the  law  and  was  material  to  the  cause  of  action.

(b)     Continues  for  a  person  who  has  ceased  to  be a director, officer,
employee  or  agent  and  inures  to  the  benefit  of  the heirs, executors and
administrators  of  such  a  person.

The  Company's  By-Laws

Article  VII  of  the  by-laws  of  the Company contains provisions to limit the
liability  of  directors  and  officers  as  follows:

No  Officer  or  Director  shall be personally liable for any obligations of the
Company  or  for any duties or obligations arising out of any acts or conduct of
said Officer or Director performed for or on behalf of the Company.  The Company
shall  and  does  hereby indemnify and hold harmless each person and their heirs
and  administrators  who  shall  serve  at  any  time hereafter as a Director of
Officer  of  the Company from and against any and all said claims, judgments and
liabilities to which such persons shall become subject by reason of their having
heretofore  or hereafter been a Director or Officer of the Company, or by reason
of  any  action alleged to have heretofore or hereafter taken or omitted to have
been taken by him [or her] as such Director or Officer, and shall reimburse each
such person for all legal and other expenses reasonably incurred by him [or her]
in  connection  with any such claim or liability, including power to defend such
persons  from  all  suits  or claims as provided for under the provisions of the
Nevada  Revised  Statutes;  provided,  however,  that  no  such persons shall be
indemnified  against,  or  be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his (or her) own negligence or wilful
misconduct.  The rights accruing to any person under the foregoing provisions of
this  section  shall not exclude any other right to which he or she may lawfully
be  entitled,  nor  shall  anything  herein  contained restrict the right of the
Company  to  indemnify  or reimburse such person in any proper case, even though
not  specifically  herein  provided  for.  The Company, its Directors, Officers,
employees  and  agents  shall  be fully protected in taking any action or making
any payment, or in refusing to do so in reliance upon the advice of counsel.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  Applicable.

ITEM  8.     EXHIBITS.

     4.1     Merlin  Software Technologies International, Inc. 2000 Stock Option
Plan

     4.2     Form  of  Stock  Option  Agreement

<PAGE>

     5     Opinion  of  Clark,  Wilson

     23.1     Consent  of  Clark,  Wilson  (included  in  Exhibit  5)

     23.2     Consent  of  Independent  Auditor  (BDO  Dunwoody  LLP)

     24     Power  of  Attorney  (included  in  signature  page)

ITEM  9.     UNDERTAKINGS.


(a)     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  of  1933,  as  amended  (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  hereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in this Registration Statement;

(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed by the Company pursuant to
Section  13  or  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  the  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  Company  hereby  undertakes  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 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  herein, 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 persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of the Commission such indemnification is against public
policy  as  expressed in the Securities Act and is, therefore, unenforceable. In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by the 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

<PAGE>

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  of  1933, the Company
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 Burnaby, in the Province of British Columbia, on 4th
day  of  May,  2000.

     Merlin  Software  Technologies  International,  Inc.

     /s/  Robert  Heller
     -------------------
     Robert  Heller,  President  and  Chief  Executive  Officer

<PAGE>

                                POWER OF ATTORNEY

KNOW  ALL  MEN  BY  THESE PRESENTS, that each individual whose signature appears
below  constitutes  and  appoints  Robert  Heller  his  true  and  lawful
attorney-in-fact  and  agent 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 documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact  and  agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or  his 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
date  indicated.

(Signature)     /s/  Robert  Heller
                -------------------
                Robert  Heller
(Title)         President  and  Chief  Executive  Officer  (principal  executive
                officer)/Director
(Date)          May  4,  2000

(Signature)     /s/  Gary  Heller
                -----------------
                Gary  Heller
(Title)         Chief  Information  Officer,  and  Secretary/Director
(Date)          May  4,  2000

(Signature)     /s/  Shelley  Montgomery
                ------------------------
                Shelley  Montgomery
(Title)         Vice  President  -  Sales/Director
(Date)          May  4,  2000

(Signature)     /s/  Martin  Holt
                -----------------
                Martin  Holt
(Title)         Director
(Date)          May  4,  2000

<PAGE>

(Signature)     /s/  Trevor  McConnell
                ----------------------
                Trevor  McConnell
(Title)         Chief  Financial  Officer  and  Treasurer
(Date)          May  4,  2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 24142}]
{"company-data": {"conformed-name": "MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL INC", "cik": "0001091394", "assigned-sic": "9995", "irs-number": "880398103", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38572", "film-number": "649223"}, "business-address": {"street1": "2080 E FLAMINGO RD", "street2": "STE 112", "city": "LAS VEGAS", "state": "NV", "zip": "89119", "phone": "7028662500"}, "mail-address": {"street1": "SUITE 420", "street2": "6450 ROBERTS ST", "city": "BURNABY BC CANADA", "state": "A6", "zip": "V5G 4E1"}, "former-company": {"former-conformed-name": "AUSTIN LAND & DEVELOPMENT INC", "date-changed": "19990721"}}
OMB APPROVAL
                                                         OMB  Number:  3235-0066
                                                      Expires:  April  30,  1995
                                                      Estimated  average  burden
                                                        hours  per  response  49
                                                       -------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)

Nevada                                                                88-0398103
------                                                                ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation  or organization)                             Identification  No.)

Suite  420  - 6450 Roberts Street, Burnaby, British Columbia, Canada     V5G 4E1
--------------------------------------------------------------------     -------
(Address  of  Principal  Executive  Offices)                         (Zip  Code)

     MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC. 2000 STOCK OPTION PLAN
     -----------------------------------------------------------------------
                            (Full title of the plan)

                                  ROBERT HELLER
                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                         SUITE 420 - 6450 ROBERTS STREET
                   BURNABY, BRITISH COLUMBIA, CANADA  V5G 4E1
                     (Name and address of agent for service)

                                 (604) 320-7227
                                 --------------
          (Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                                VIRGIL  Z.  HLUS
                 CLARK,  WILSON,  BARRISTERS  AND  SOLICITORS
                      #800  -  885  WEST  GEORGIA  STREET
               VANCOUVER,  BRITISH  COLUMBIA,  CANADA,  V6C  3H1
                           TELEPHONE:  (604)  687-5700
                           ---------------------------
CALCULATION  OF  REGISTRATION  FEE
Proposed           Proposed
Title of Securities to  Amount to be      Maximum Offering    Maximum Aggregate    Amount of
be Registered. . . . .  Registered        Price Per Share     Offering Price       Registration Fee
                        ----------------  -----------------  -------------------  ------------------
Common Stock, with . .  A maximum of
par value $0.001 . . .  3,000,000 shares     1.3125(1)        $ 3,937,500(1)       $ 1,039.50(1)
----------------------  ----------------  -----------------  -------------------  ------------------
(1)     The  price  is  estimated  in  accordance  with Rule 457(h)(1) under the
Securities  Act  of  1933, as amended, solely for the purpose of calculating the
registration  fee,  based  on  the average of the bid and ask price ($1.375 bid;
$1.250  ask)  of  the  common  stock  as reported on the National Association of
Securities  Dealers  Inc.'s  Over  the  Counter  Bulletin Board on June 1, 2000.

(2)     The  2000 Stock Option Plan (the "2000 Plan") authorizes the issuance of
a  maximum  of  3,000,000  common  shares  all  of  which  are  being registered
hereunder.  There  are  also  registered,  pursuant to Rule 415, such additional
indeterminate number of shares as may be issued as a result of the anti-dilution
provision  of  the  2000  Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.

In  accordance  with  the  rules  and regulations of the Securities and Exchange
Commission,  the  documents  containing  the information called for in Part I of
Form  S-8 will be sent or given to individuals who participate in our 2000 Stock
Option  Plan,  effective  May  1,  2000 (the "2000 Plan") and who consent to and
execute  our  form  of stock option agreement (the "Agreement"), copies of which
are  filed  or  included with this Form S-8 (Exhibits 4.1 and 4.2 respectively).

This  Registration  Statement  relates to the offering of a maximum of 3,000,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
2000  Plan.

ITEM  2.     COMPANY  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

Upon  written or oral request, any of the documents incorporated by reference in
Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
incorporated  by  reference  in  Section  10(a)  Prospectus) and other documents
required  to  be  delivered to the Employees and/or Consultants pursuant to Rule
428(b)  are  available  without  charge  by  contacting:

                Merlin Software Technologies International, Inc.
                         Suite 420 - 6450 Roberts Street
                   Burnaby, British Columbia, Canada  V5G 4E1
                            Attention:  The President
                          (Telephone:  (604) 320-7227)
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  filed  by Merlin Software Technologies International,
Inc.  (the  "Company")  are  incorporated  herein  by  reference:

1.     The  description  of  the  Company's shares contained in the Registration
Statement  on  Form 10-SB (SEC File Number 000-27189), filed with the Securities
and Exchange Commission on August 31, 1999, including all amendments and reports
for  the  purpose  of  updating  such  description;

2.     The Company's Quarterly Report on Form 10-QSB filed on November 22, 1999,
for  the  quarter  ending  September  30,  1999,  containing  audited  financial
statements  as  of  September  30,  1999  and for the three month and nine month
periods  ended  September  30,  1999;

3.     The  Company's  Reports  on  Form  8-K  and  Form  8-K/A  filed  on:

       (a)     February  1,  2000;
       (b)     March  28,  2000;
       (c)     March  30,  2000;
       (d)     April  5,  2000;
       (e)     April  13,  2000;  and

4.     The  Company's  Annual  Report  on  Form  10-KSB filed on April 14, 2000,
containing  audited  financial statements for the fiscal year ended December 31,
1999  and  December  31,  1998.

In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934,  prior to the filing of a post-effective amendment indicating that all
of  the  securities  offered  hereunder  have  been  sold  or  deregistering 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 of such documents.  Any statement contained in a document incorporated by
reference  in  this  Registration  Statement  shall  be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or in any subsequently filed document that is also
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  Registration  Statement.

You may read and copy any reports, statements of other information were filed at
the  SEC's  Public  Reference  Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549.  Please  call  the  SEC  at 1-800-SEC-0330 for further information on the
Public  Reference Rooms.  The Company's filings are also available to the public
from  commercial  document  retrieval services, such as Primark, whose telephone
number  is  1-800-777-3272.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Section NRS 78.7502 the Nevada Revised Statutes, Title 7 (Business Associations,
Securities,  Commodities), Chapter 78 (Private Corporations) provides as follows
with  respect  to  the  indemnification  of  Directors  and  Officers:
1.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative,
except  an  action  by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of the corporation as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or
other  enterprise, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with the action, suit or proceeding if he acted in good faith and in
a  manner  which  he  reasonably  believed  to  be in or not opposed to the best
interests  of  the  corporation,  and,  with  respect  to any criminal action or
proceeding,  had  no  reasonable  cause to believe his conduct was unlawful. The
termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent, does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the corporation, and that, with respect to any criminal action or
proceeding,  he  had  reasonable cause to believe that his conduct was unlawful.

2.     A  corporation  may  indemnify  any  person  who  was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the fact that he is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the defense or settlement of the action or suit if he acted in
good  faith and in a manner which he reasonably believed to be in or not opposed
to  the  best  interests of the corporation. Indemnification may not be made for
any  claim,  issue  or  matter  as to which such a person has been adjudged by a
court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit  was  brought  or  other  court  of  competent jurisdiction determines upon
application  that  in  view  of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3.     To  the  extent  that  a  director,  officer,  employee  or  agent  of  a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection  with  the  defense.

Pursuant  to  NRS  78.751:

1.     Any  discretionary indemnification under NRS 78.7502, unless ordered by a
court  or advanced pursuant to subsection 2, may be made by the corporation only
as  authorized in the specific case upon a determination that indemnification of
the  director,  officer,  employee  or agent is proper in the circumstances. The
determination  must  be  made:

     (a)     By  the  stockholders;

     (b)     By  the  board of directors by majority vote of a quorum consisting
of  directors  who  were  not  parties  to  the  action,  suit  or  proceeding;

     (c)     If a majority vote of a quorum consisting of directors who were not
parties  to  the  action,  suit  or  proceeding  so orders, by independent legal
counsel  in  a  written  opinion;  or

     (d)     If  a  quorum  consisting  of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written  opinion.

2.     The  articles  of  incorporation,  the bylaws or an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action,  suit  or
proceeding, upon receipt of an undertaking by or on behalf  of  the  director or
officer  to  repay  the  amount  if  it  is  ultimately determined by a court of
competent  jurisdiction  that  he  is  not  entitled  to  be  indemnified by the
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

3.     The  indemnification and advancement of expenses authorized in or ordered
by  a  court  pursuant  to  this  section:

     (a)     Does  not  exclude  any  other  rights  to  which  a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or  any  bylaw,  agreement, vote of stockholders or disinterested
directors  or  otherwise,  for  either  an action in his official capacity or an
action  in  another  capacity  while  holding  his  office,  except  that
indemnification,  unless  ordered  by a court pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf  of  any director or officer if a final adjudication establishes that his
acts  or omissions involved intentional misconduct, fraud or a knowing violation
of  the  law  and  was  material  to  the  cause  of  action.

(b)     Continues  for  a  person  who  has  ceased  to  be a director, officer,
employee  or  agent  and  inures  to  the  benefit  of  the heirs, executors and
administrators  of  such  a  person.

The  Company's  By-Laws

Article  VII  of  the  by-laws  of  the Company contains provisions to limit the
liability  of  directors  and  officers  as  follows:

No  Officer  or  Director  shall be personally liable for any obligations of the
Company  or  for any duties or obligations arising out of any acts or conduct of
said Officer or Director performed for or on behalf of the Company.  The Company
shall  and  does  hereby indemnify and hold harmless each person and their heirs
and  administrators  who  shall  serve  at  any  time hereafter as a Director of
Officer  of  the Company from and against any and all said claims, judgments and
liabilities to which such persons shall become subject by reason of their having
heretofore  or hereafter been a Director or Officer of the Company, or by reason
of  any  action alleged to have heretofore or hereafter taken or omitted to have
been taken by him [or her] as such Director or Officer, and shall reimburse each
such person for all legal and other expenses reasonably incurred by him [or her]
in  connection  with any such claim or liability, including power to defend such
persons  from  all  suits  or claims as provided for under the provisions of the
Nevada  Revised  Statutes;  provided,  however,  that  no  such persons shall be
indemnified  against,  or  be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his (or her) own negligence or wilful
misconduct.  The rights accruing to any person under the foregoing provisions of
this  section  shall not exclude any other right to which he or she may lawfully
be  entitled,  nor  shall  anything  herein  contained restrict the right of the
Company  to  indemnify  or reimburse such person in any proper case, even though
not  specifically  herein  provided  for.  The Company, its Directors, Officers,
employees  and  agents  shall  be fully protected in taking any action or making
any payment, or in refusing to do so in reliance upon the advice of counsel.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  Applicable.

ITEM  8.     EXHIBITS.

     4.1     Merlin  Software Technologies International, Inc. 2000 Stock Option
Plan

     4.2     Form  of  Stock  Option  Agreement
5     Opinion  of  Clark,  Wilson

     23.1     Consent  of  Clark,  Wilson  (included  in  Exhibit  5)

     23.2     Consent  of  Independent  Auditor  (BDO  Dunwoody  LLP)

     24     Power  of  Attorney  (included  in  signature  page)

ITEM  9.     UNDERTAKINGS.

(a)     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  of  1933,  as  amended  (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  hereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in this Registration Statement;

(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed by the Company pursuant to
Section  13  or  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  the  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  Company  hereby  undertakes  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 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  herein, 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 persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of the Commission such indemnification is against public
policy  as  expressed in the Securities Act and is, therefore, unenforceable. In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by the 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.
SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, the Company
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 Burnaby, in the Province of British Columbia, on 4th
day  of  May,  2000.

     Merlin  Software  Technologies  International,  Inc.

     /s/  Robert  Heller
     -------------------
     Robert  Heller,  President  and  Chief  Executive  Officer
POWER OF ATTORNEY

KNOW  ALL  MEN  BY  THESE PRESENTS, that each individual whose signature appears
below  constitutes  and  appoints  Robert  Heller  his  true  and  lawful
attorney-in-fact  and  agent 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 documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact  and  agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or  his 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
date  indicated.

(Signature)     /s/  Robert  Heller
                -------------------
                Robert  Heller
(Title)         President  and  Chief  Executive  Officer  (principal  executive
                officer)/Director
(Date)          May  4,  2000

(Signature)     /s/  Gary  Heller
                -----------------
                Gary  Heller
(Title)         Chief  Information  Officer,  and  Secretary/Director
(Date)          May  4,  2000

(Signature)     /s/  Shelley  Montgomery
                ------------------------
                Shelley  Montgomery
(Title)         Vice  President  -  Sales/Director
(Date)          May  4,  2000

(Signature)     /s/  Martin  Holt
                -----------------
                Martin  Holt
(Title)         Director
(Date)          May  4,  2000
(Signature)     /s/  Trevor  McConnell
                ----------------------
                Trevor  McConnell
(Title)         Chief  Financial  Officer  and  Treasurer
(Date)          May  4,  2000