SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933


                 HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.


                  Delaware                                 13-4167393
                -------------                           ----------------
         (State or other jurisdiction of                 (IRS Employer
          incorporation or organization)             Identification Number)


               80 Wall Street, Suite 815, New York, New York 33432
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                    Consulting Agreement with Stephen Roebuck
                     Consulting Agreement with Benzion Perko
                    Consulting Agreement with Joseph Stabholz
                      Consulting Agreement with Aryeh Reif
                    Consulting Agreement with Joel Schonfeld
                  Consulting Agreement with Andrea I. Weinstein
              Consulting Agreement with Ophir Zahari and Guy Yuval
                              (Full Title of Plan)


                               Andrea I. Weinstein
                          Schonfeld & Weinstein, L.L.P.
                            80 Wall Street, Suite 815
                            New York, New York 10006
                                 (212) 344-1600
           (Name, address and telephone number of agent for service.)

<PAGE>

                       CALCULATION OF REGISTRATION FEE(1)
<TABLE>
<CAPTION>
                                                                             Proposed
                                                     Proposed                Maximum
                                                     Maximum                 Aggregate
Title of Securities        Amount of shares          Offering                Offering               Filling
to be Registered           to be Registered          Price per share         Price                  Fee
---------------------      --------------------      -----------------       -----------            -------
<S>                        <C>                       <C>                     <C>                    <C>
$.001 par value                  500,000             $.50                     $250,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

$.001 par value                  250,000             $.50                     $125,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

$.001 par value                  150,000             $.50                     $ 75,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

Total                          1,000,000             $.50                     $500,000             $63.35
</TABLE>

(1)      This  calculation  is made solely for the purposes of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities  Act and is  calculated  on the basis of the  average of the
         high and low selling prices per share of the Registrant's  common stock
         on March 10, 2004 as reported by the OTC Electronic bulletin Board.

                                       2
<PAGE>

                                   PROSPECTUS

                 HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
                                 80 Wall Street
                                    Suite 815
                            New York, New York 10005
                                 (212) 344-1600

                       (1,000,000 Shares of Common Stock)

         This  prospectus  relates  to the  offer  and sale by  Hotel  Outsource
Management International, Inc., a Delaware corporation (the "Company" or "HOMI")
of shares of its $.001 par value per share common  stock to certain  consultants
pursuant to consulting  agreements entered into between HOMI and the consultants
for  payment  of  services  rendered  and to be  rendered.  HOMI is  registering
hereunder and then issuing, upon receipt of adequate consideration therefore, to
the consultants  1,000,000 shares of common stock in consideration  for services
to be performed under the respective agreements.

         The common stock is not subject to any restriction on  transferability.
Recipients of shares other than person who are  "affiliates"  of HOMI within the
meaning of the  Securities Act of 1933 may sell all or part of the shares in any
way permitted by law, including sales in the  over-the-counter  market at prices
prevailing at the time of such sale. Of the shares registered hereunder, 500,000
shares  are  being  registered  for  affiliates  of HOMI.  An  affiliate  is any
director,  executive officer or controlling shareholder of the company or any of
its  subsidiaries.  An "affiliate" of the company is subject to Section 16(b) of
the  Securities  Exchange  Act  of  1934.  If an  employee  who  is  not  now an
"affiliate"  becomes an "affiliate" of the company in the future,  he/ she would
then be subject to Section 16(b) of the Exchange Act.

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
         SECURITIES AND EXCHANGE  COMMISSION NOR HAS THE COMMISSION  PASSED UPON
         THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this prospectus is March 10, 2004.

                                       3
<PAGE>

         This prospectus is part of the registration statement,  which was filed
and became  effective under the Securities Act of 1933, and does not contain all
of the information set forth in the registration statement,  certain portions of
which have been omitted pursuant to the rules and regulations promulgated by the
U.S. Securities and Exchange Commission under the Securities Act. The statements
in this  prospectus as to the contents of any contracts or other documents filed
as an exhibit to either the registration statement or other filings by HOMI with
the Commission are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this prospectus but not delivered herewith will be furnished without charge upon
written or oral  request.  Requests  should be  addressed  to:  Hotel  Outsource
Management  International,  Inc., 80 Wall Street,  Suite 815, New York, New York
10005, (212) 344-1600.

         HOMI is subject to the reporting  requirements  of the Exchange Act and
in accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information  filed by HOMI under the Exchange Act may be inspected and copied at
the public reference facility  maintained by the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549.  Copies may be obtained at the prescribed rates.
HOMI's  stock  trades on the  Over-the-Counter  Bulletin  Board under the symbol
HOUM.

         No person has been  authorized to give any  information  or to make any
representation,  other than those  contained in this prospectus and, if given or
made, such other information or representation must not be relied upon as having
been  authorized  by HOMI.  This  prospectus  does not  constitute an offer or a
solicitation  by anyone to any person in any state,  territory or  possession of
the United States in which such offer or  solicitation  is not authorized by the
laws  thereof,  or to any  person to whom it is  unlawful  to make such offer or
solicitation.

         Neither the  delivery of this  prospectus  nor any sale made  hereunder
shall, under any circumstances,  create an implication that there has not been a
change in the affairs of HOMI since the date hereof.

                                       4
<PAGE>

TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus ....................      5
Item 1.  Plan Information ...............................................      5
         General Information ............................................      5
         The Company ....................................................      5
         Purposes .......................................................      5
         Common Stock ...................................................      5
         The Consultants ................................................      5
         No Restrictions on Transfer ....................................      5
         Tax Treatment to the Consultants ...............................      5
         Tax Treatment to the Company ...................................      6
         Restrictions on Resale .........................................      6
Documents Incorporated by Reference and Additional Information ..........      6

Item 2.  Registrant Information and Employee Plan Annual Information ....      6
         Legal Opinion and Experts ......................................      7
         Indemnification of Officers and Directors ......................      7
Information Required in the Registration Statement ......................      7

Item 3.  Incorporation of Documents by Reference ........................      7

Item 4.  Description of Securities ......................................      8

Item 5.  Interest of Named Experts and Counsel ..........................      8

Item 6.  Indemnification of Directors and Officers ......................      8

Item 7.  Exemption from Registration Claimed ............................      8

Item 8.  Exhibits .......................................................      9

Item 9.  Undertakings ...................................................      9

Signatures ..............................................................     10

Exhibits Index ..........................................................     12

                                       5
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company

         HOMI has its principal executive offices at 80 Wall Street,  Suite 815,
New York, New York 10005 where its telephone number is (212) 344-1600.

Purposes

         The common  stock to be issued by HOMI to certain  consultants  will be
issued  pursuant to business  consulting  agreements  entered  into  between the
consultants and HOMI,  which have been approved by the Board of Directors of the
company.  The  agreements  are intended to provide a method  whereby HOMI may be
stimulated  by the personal  involvement  of the  consultants  in the  company's
future  prosperity,  thereby  advancing  the  interests  of HOMI  and all of its
shareholders.  Copies of the  agreements  have been  filed as  exhibits  to this
registration statement.

Common Stock

         The Board of Directors has  authorized  the issuance of up to 1,000,000
shares  of  common  stock  to  the  consultants   upon   effectiveness  of  this
registration statement.

The Consultants

         The  consultants  have agreed to provide their  expertise and advise to
HOMI for the purposes set forth in their agreements with the company.

No Restrictions on Transfer

         The  consultants  will become the record and  beneficial  owners of the
shares of common  stock upon  issuance and delivery and shall be entitled to all
of the rights of ownership,  including the right to vote any shares  awarded and
to receive ordinary cash dividends on the common stock.  Affiliates of HOMI will
be subject to the Section 16 (b) of the Exchange Act.

                                       6
<PAGE>

Tax Treatment to the Consultants

         Neither  common  stock nor the  options to  purchase  common  stock are
qualified under Section 401 (a) of the Internal  Revenue Code. The  consultants,
therefore,  will be  required  for  federal  income tax  purposes  to  recognize
ordinary  income  during the  taxable  year in which the first of the  following
events occur: (a) the shares become freely transferable, or (b) the shares cease
to be  subject  to a  substantial  risk of  forfeiture.  Accordingly,  absent  a
specific  contractual  provision to the contrary,  the consultants  will receive
compensation  taxable at ordinary  rates  equal to the fair market  value of the
shares  on the  date of  receipt  since  there  will be no  substantial  risk of
forfeiture  or other  restrictions  on transfer.  The  consultants  are urged to
consult their own tax advisors on this matter.  Further,  if any recipient is an
"affiliate"  Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Restrictions on Resale

         In the event that an affiliate of the company acquires shares of common
stock hereunder, the affiliate will be subject to Section 16 (b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder sold or
sells any shares of common stock in the six months  preceding  or following  the
receipt of shares  hereunder,  any so called "profit," as computed under Section
16(b) of the Exchange Act,  would be required to be disgorged from the recipient
to HOMI.  Services rendered have been recognized as valid  consideration for the
"purchase"  of shares in  connection  with the  "profit"  computation  under the
section  16(b) of the Exchange  Act. HOMI has agreed that for the purpose of any
"profit"  computation under 16(b), the price paid for HOMI's common stock issued
hereunder to  affiliates is equal to the value of services  rendered.  Shares of
the company's  common stock acquired  hereunder by persons other that affiliates
are not subject to Section 16(b) of the Exchange Act.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

         HOMI hereby incorporates by reference any and all Quarterly Reports and
Current  Reports on Form 10-QSB or 8-K  filed under the  Securities  or Exchange
Acts for the fiscal year ended  December 31, 2003,  as well as all other reports
filed under Section 13 of the Exchange Act, and (iii) its annual report, if any,
to  shareholders  delivered  pursuant  to Rule  14a-3 of the  Exchange  Act.  In
addition, all further documents filed by the company pursuant to Section 13, 14,
or 15(d) of the Exchange Act prior to termination of this offering are deemed to
be  incorporated  by reference into this prospectus and to be a part hereof from
the date of the  filing.  All  documents  which when  together  constitute  this
prospectus,  will be sent or give to participants by the Registrant as specified
by Rule 428 (b) (1) of the Securities Act.

                                       7
<PAGE>

Item 2.  Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this registration statement but not delivered pursuant to Rule 428 (b) under the
Securities  Act will be furnished  without  charge upon written or oral request.
Requests should be addressed to: Hotel Outsource Management International, Inc.,
80 Wall Street, Suite 815, New York, New York 10005, (212) 344-1600.

Legal Opinion and Experts

         Schonfeld & Weinstein,  L.L.P.  has rendered an opinion on the validity
of the securities  being  registered.  Schonfeld & Weinstein,  L.L.P.  is not an
"affiliate" of the company.  Schonfeld & Weinstein,  L.L.P.  is a shareholder of
HOMI.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, or persons controlling the
company,  HOMI has been  informed  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 payment by registrant of expenses incurred
or paid by a  director,  officer  or  controlling  person of  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person on connection with the securities being
registered,  registrant  will,  unless in the opinion of its counsel that matter
has been  settled  by  controlling  precedent,  submit  to a court of  competent
jurisdiction  the question of whether  such  indemnification  is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

PART II

INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

                                       8
<PAGE>

         1. The   audited  financial  statements  for  the   fiscal  year  ended
December 31, 2002  included  in  HOMI's  Registration  Statement   on  Form SB-2
declared effective by the Securities and Exchange Commission on August 12, 2003.

         2. The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 2003, June 30, 2003, September 30, 2003.

         3. The  description  of the  Company's  Common  Stock  contained in its
registration statement of Form 8-A under the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  as filed with the  Commission  on June 6, 2003
including  any  amendment  or report  filed for the  purposes of  amending  such
description.

         In addition, all reports and documents filed by the Company or by or on
behalf of the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act  subsequent  to the date hereof and prior to the filing of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such documents.

Item 4. Description of Securities

         No  description of the class of securities  (i.e.,  the $.001 par value
common stock) is required under this item because the common stock is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

         Schonfeld & Weinstein,  L.L.P. owns 80,000 shares of HOMI common stock.
An additional  40,000  shares are being issued to the  principals of Schonfeld &
Weinstein, L.L.P. in this registration statement.

Item 6. Indemnification of Directors and Officers

         HOMI shall  indemnify to the fullest  extent  permitted  by, and in the
manner permissible under the laws of the State of Delaware,  any person made, or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a director  or officer of HOMI,  or served  any other  enterprise  as  director,
officer or  employee  at the  request of HOMI.  The Board of  Directors,  in its
discretion,  shall  have the power on behalf of HOMI to  indemnify  any  person,
other than a director or officer, made a party to any action, suit or proceeding
by reason of the fact that he/she is or was an employee of HOMI.

         In general,  directors  and  officers are  indemnified  with respect to
actions  taken in good  faith in a manner  reasonably  believed  to be n, or not
opposed to, the best interests of the company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  had no reasonable  cause to
believe were unlawful.  Furthermore,  the personal liability of the directors is
limited as provided in HOMI's Articles of Incorporation.

Item 7. Exemption from Registration Claimed

                                       9
<PAGE>

         Not applicable.

Item 8. Exhibits

(a)      The following exhibits are filed as part of this registration statement
         pursuant  to  Item  601  of   Regulation   S-B  and  are   specifically
         incorporated herein by this reference:

      Exhibit No.       Title

         5.       Opinion of  Schonfeld & Weinstein,  L.L.P.

         23.1     Consent of Counsel*

         23.2     Consent of Ernst & Young, CPA

         99.1     Consulting Agreement Stephen Roebuck

         99.2     Consulting Agreement with Benzion Perko

         99.3     Consulting Agreements with Joseph Stabholz

         99.4     Consulting Agreements with Aryeh Reif

         99.5     Consulting Agreements with Joel Schonfeld and
                  Andrea I. Weinstein

         99.6     Consulting Agreements with Ophir Zahari and Guy Yuval

*    Contained in Exhibit 5

Item 9. Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing  provisions  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 Act and is,
therefore,  unenforceable.  In the even that a claim for indemnification against
such liabilities  (other than 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.

         Registrant hereby undertakes:

(1)      To file,  during  any period in which  offers or sales are being  made,
         post-effective amendment to this registration statement:

         (i)      To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

                                       10
<PAGE>

         (ii)     To reflect in the prospectus any facts or events arising after
                  the Effective Date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

         (iii)    To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration  statement,  including  (but not  limited to) any
                  addition or deletion of managing underwriter;

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such  post-effective  amendment shall be treated as a
         new registration  statement of the securities offered, and the offering
         of the  securities  at that time to be the initial  bona fide  offering
         thereof.

(3)      To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

(4)      Registrant  hereby  undertakes  that, for purposes of  determining  any
         liability  under  the  Securities  Act  of  1933,  each  filing  of the
         Registrant's  annual report  pursuant to Section 13(a) or Section 15(d)
         of the  Securities  Exchange  Act  of  1934  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.

                                       11
<PAGE>

                                   SIGNATURES

PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933,  THE  REGISTRANT
CERTIFIES  THAT IT HAS  REASONABLE  GROUNDS  TO  BELIEVE  THAT IT MEETS  ALL THE
REQUIREMENTS  FOR  FILING  ON FORM S-8 AND HAS  DULY  CAUSED  THIS  REGISTRATION
STATEMENT  TO BE  SIGNED  ON  ITS  BEHALF  BY  THE  UNDERSIGNED  THEREUNTO  DULY
AUTHORIZED IN THE CITY OF NEW YORK, STATE OF NEW YORK ON MARCH 10, 2004.


Date                           HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
March 10, 2004


                                        By:     /s/ Jacob Ronnel
                                            ------------------------------------
                                            Jacob Ronnel, President, CEO,
                                            Chairman of the Board


IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, THIS  REGISTRATION  STATEMENT HAS
BEEN SIGNED BELOW BY THE FOLLOWING  PERSONS ON BEHALF OF THE  REGISTRANT  AND IN
THE CAPACITIES AND ON THE DATE INDICATED.


DATE: MARCH 10, 2004

                                             By: /s/ Jacob Ronnel
                                                --------------------------------
                                                 Jacob Ronnel,
                                                 President, CEO, Director


                                             By: /s/ Ariel Almog
                                                --------------------------------
                                                 Ariel Almog
                                                 Secretary, Director


                                             By: /s/ Zeev Danzinger
                                                --------------------------------
                                                 Zeev Danzinger, Director


                                             By: /s/ Rodia Mihali
                                                --------------------------------
                                                 Rodia Mihali, Director
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                 HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.

                  Delaware                                 13-4167393
                -------------                           ----------------
         (State or other jurisdiction of                 (IRS Employer
          incorporation or organization)             Identification Number)

               80 Wall Street, Suite 815, New York, New York 33432
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                    Consulting Agreement with Stephen Roebuck
                     Consulting Agreement with Benzion Perko
                    Consulting Agreement with Joseph Stabholz
                      Consulting Agreement with Aryeh Reif
                    Consulting Agreement with Joel Schonfeld
                  Consulting Agreement with Andrea I. Weinstein
              Consulting Agreement with Ophir Zahari and Guy Yuval
                              (Full Title of Plan)

                               Andrea I. Weinstein
                          Schonfeld & Weinstein, L.L.P.
                            80 Wall Street, Suite 815
                            New York, New York 10006
                                 (212) 344-1600
           (Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE(1)
Proposed
                                                     Proposed                Maximum
                                                     Maximum                 Aggregate
Title of Securities        Amount of shares          Offering                Offering               Filling
to be Registered           to be Registered          Price per share         Price                  Fee
---------------------      --------------------      -----------------       -----------            -------
$.001 par value                  500,000             $.50                     $250,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

$.001 par value                  250,000             $.50                     $125,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

$.001 par value                  150,000             $.50                     $ 75,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

$.001 par value                   20,000             $.50                     $ 10,000
Common Stock

Total                          1,000,000             $.50                     $500,000             $63.35
(1)      This  calculation  is made solely for the purposes of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities  Act and is  calculated  on the basis of the  average of the
         high and low selling prices per share of the Registrant's  common stock
         on March 10, 2004 as reported by the OTC Electronic bulletin Board.

                                       2
PROSPECTUS

                 HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
                                 80 Wall Street
                                    Suite 815
                            New York, New York 10005
                                 (212) 344-1600

                       (1,000,000 Shares of Common Stock)

         This  prospectus  relates  to the  offer  and sale by  Hotel  Outsource
Management International, Inc., a Delaware corporation (the "Company" or "HOMI")
of shares of its $.001 par value per share common  stock to certain  consultants
pursuant to consulting  agreements entered into between HOMI and the consultants
for  payment  of  services  rendered  and to be  rendered.  HOMI is  registering
hereunder and then issuing, upon receipt of adequate consideration therefore, to
the consultants  1,000,000 shares of common stock in consideration  for services
to be performed under the respective agreements.

         The common stock is not subject to any restriction on  transferability.
Recipients of shares other than person who are  "affiliates"  of HOMI within the
meaning of the  Securities Act of 1933 may sell all or part of the shares in any
way permitted by law, including sales in the  over-the-counter  market at prices
prevailing at the time of such sale. Of the shares registered hereunder, 500,000
shares  are  being  registered  for  affiliates  of HOMI.  An  affiliate  is any
director,  executive officer or controlling shareholder of the company or any of
its  subsidiaries.  An "affiliate" of the company is subject to Section 16(b) of
the  Securities  Exchange  Act  of  1934.  If an  employee  who  is  not  now an
"affiliate"  becomes an "affiliate" of the company in the future,  he/ she would
then be subject to Section 16(b) of the Exchange Act.

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
         SECURITIES AND EXCHANGE  COMMISSION NOR HAS THE COMMISSION  PASSED UPON
         THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this prospectus is March 10, 2004.

                                       3
This prospectus is part of the registration statement,  which was filed
and became  effective under the Securities Act of 1933, and does not contain all
of the information set forth in the registration statement,  certain portions of
which have been omitted pursuant to the rules and regulations promulgated by the
U.S. Securities and Exchange Commission under the Securities Act. The statements
in this  prospectus as to the contents of any contracts or other documents filed
as an exhibit to either the registration statement or other filings by HOMI with
the Commission are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this prospectus but not delivered herewith will be furnished without charge upon
written or oral  request.  Requests  should be  addressed  to:  Hotel  Outsource
Management  International,  Inc., 80 Wall Street,  Suite 815, New York, New York
10005, (212) 344-1600.

         HOMI is subject to the reporting  requirements  of the Exchange Act and
in accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information  filed by HOMI under the Exchange Act may be inspected and copied at
the public reference facility  maintained by the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549.  Copies may be obtained at the prescribed rates.
HOMI's  stock  trades on the  Over-the-Counter  Bulletin  Board under the symbol
HOUM.

         No person has been  authorized to give any  information  or to make any
representation,  other than those  contained in this prospectus and, if given or
made, such other information or representation must not be relied upon as having
been  authorized  by HOMI.  This  prospectus  does not  constitute an offer or a
solicitation  by anyone to any person in any state,  territory or  possession of
the United States in which such offer or  solicitation  is not authorized by the
laws  thereof,  or to any  person to whom it is  unlawful  to make such offer or
solicitation.

         Neither the  delivery of this  prospectus  nor any sale made  hereunder
shall, under any circumstances,  create an implication that there has not been a
change in the affairs of HOMI since the date hereof.

                                       4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus ....................      5
Item 1.  Plan Information ...............................................      5
         General Information ............................................      5
         The Company ....................................................      5
         Purposes .......................................................      5
         Common Stock ...................................................      5
         The Consultants ................................................      5
         No Restrictions on Transfer ....................................      5
         Tax Treatment to the Consultants ...............................      5
         Tax Treatment to the Company ...................................      6
         Restrictions on Resale .........................................      6
Documents Incorporated by Reference and Additional Information ..........      6

Item 2.  Registrant Information and Employee Plan Annual Information ....      6
         Legal Opinion and Experts ......................................      7
         Indemnification of Officers and Directors ......................      7
Information Required in the Registration Statement ......................      7

Item 3.  Incorporation of Documents by Reference ........................      7

Item 4.  Description of Securities ......................................      8

Item 5.  Interest of Named Experts and Counsel ..........................      8

Item 6.  Indemnification of Directors and Officers ......................      8

Item 7.  Exemption from Registration Claimed ............................      8

Item 8.  Exhibits .......................................................      9

Item 9.  Undertakings ...................................................      9

Signatures ..............................................................     10

Exhibits Index ..........................................................     12

                                       5
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company

         HOMI has its principal executive offices at 80 Wall Street,  Suite 815,
New York, New York 10005 where its telephone number is (212) 344-1600.

Purposes

         The common  stock to be issued by HOMI to certain  consultants  will be
issued  pursuant to business  consulting  agreements  entered  into  between the
consultants and HOMI,  which have been approved by the Board of Directors of the
company.  The  agreements  are intended to provide a method  whereby HOMI may be
stimulated  by the personal  involvement  of the  consultants  in the  company's
future  prosperity,  thereby  advancing  the  interests  of HOMI  and all of its
shareholders.  Copies of the  agreements  have been  filed as  exhibits  to this
registration statement.

Common Stock

         The Board of Directors has  authorized  the issuance of up to 1,000,000
shares  of  common  stock  to  the  consultants   upon   effectiveness  of  this
registration statement.

The Consultants

         The  consultants  have agreed to provide their  expertise and advise to
HOMI for the purposes set forth in their agreements with the company.

No Restrictions on Transfer

         The  consultants  will become the record and  beneficial  owners of the
shares of common  stock upon  issuance and delivery and shall be entitled to all
of the rights of ownership,  including the right to vote any shares  awarded and
to receive ordinary cash dividends on the common stock.  Affiliates of HOMI will
be subject to the Section 16 (b) of the Exchange Act.

                                       6
Tax Treatment to the Consultants

         Neither  common  stock nor the  options to  purchase  common  stock are
qualified under Section 401 (a) of the Internal  Revenue Code. The  consultants,
therefore,  will be  required  for  federal  income tax  purposes  to  recognize
ordinary  income  during the  taxable  year in which the first of the  following
events occur: (a) the shares become freely transferable, or (b) the shares cease
to be  subject  to a  substantial  risk of  forfeiture.  Accordingly,  absent  a
specific  contractual  provision to the contrary,  the consultants  will receive
compensation  taxable at ordinary  rates  equal to the fair market  value of the
shares  on the  date of  receipt  since  there  will be no  substantial  risk of
forfeiture  or other  restrictions  on transfer.  The  consultants  are urged to
consult their own tax advisors on this matter.  Further,  if any recipient is an
"affiliate"  Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Restrictions on Resale

         In the event that an affiliate of the company acquires shares of common
stock hereunder, the affiliate will be subject to Section 16 (b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder sold or
sells any shares of common stock in the six months  preceding  or following  the
receipt of shares  hereunder,  any so called "profit," as computed under Section
16(b) of the Exchange Act,  would be required to be disgorged from the recipient
to HOMI.  Services rendered have been recognized as valid  consideration for the
"purchase"  of shares in  connection  with the  "profit"  computation  under the
section  16(b) of the Exchange  Act. HOMI has agreed that for the purpose of any
"profit"  computation under 16(b), the price paid for HOMI's common stock issued
hereunder to  affiliates is equal to the value of services  rendered.  Shares of
the company's  common stock acquired  hereunder by persons other that affiliates
are not subject to Section 16(b) of the Exchange Act.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

         HOMI hereby incorporates by reference any and all Quarterly Reports and
Current  Reports on Form 10-QSB or 8-K  filed under the  Securities  or Exchange
Acts for the fiscal year ended  December 31, 2003,  as well as all other reports
filed under Section 13 of the Exchange Act, and (iii) its annual report, if any,
to  shareholders  delivered  pursuant  to Rule  14a-3 of the  Exchange  Act.  In
addition, all further documents filed by the company pursuant to Section 13, 14,
or 15(d) of the Exchange Act prior to termination of this offering are deemed to
be  incorporated  by reference into this prospectus and to be a part hereof from
the date of the  filing.  All  documents  which when  together  constitute  this
prospectus,  will be sent or give to participants by the Registrant as specified
by Rule 428 (b) (1) of the Securities Act.

                                       7
Item 2.  Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this registration statement but not delivered pursuant to Rule 428 (b) under the
Securities  Act will be furnished  without  charge upon written or oral request.
Requests should be addressed to: Hotel Outsource Management International, Inc.,
80 Wall Street, Suite 815, New York, New York 10005, (212) 344-1600.

Legal Opinion and Experts

         Schonfeld & Weinstein,  L.L.P.  has rendered an opinion on the validity
of the securities  being  registered.  Schonfeld & Weinstein,  L.L.P.  is not an
"affiliate" of the company.  Schonfeld & Weinstein,  L.L.P.  is a shareholder of
HOMI.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, or persons controlling the
company,  HOMI has been  informed  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 payment by registrant of expenses incurred
or paid by a  director,  officer  or  controlling  person of  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person on connection with the securities being
registered,  registrant  will,  unless in the opinion of its counsel that matter
has been  settled  by  controlling  precedent,  submit  to a court of  competent
jurisdiction  the question of whether  such  indemnification  is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

PART II

INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

                                       8
1. The   audited  financial  statements  for  the   fiscal  year  ended
December 31, 2002  included  in  HOMI's  Registration  Statement   on  Form SB-2
declared effective by the Securities and Exchange Commission on August 12, 2003.

         2. The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 2003, June 30, 2003, September 30, 2003.

         3. The  description  of the  Company's  Common  Stock  contained in its
registration statement of Form 8-A under the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  as filed with the  Commission  on June 6, 2003
including  any  amendment  or report  filed for the  purposes of  amending  such
description.

         In addition, all reports and documents filed by the Company or by or on
behalf of the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act  subsequent  to the date hereof and prior to the filing of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such documents.

Item 4. Description of Securities

         No  description of the class of securities  (i.e.,  the $.001 par value
common stock) is required under this item because the common stock is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

         Schonfeld & Weinstein,  L.L.P. owns 80,000 shares of HOMI common stock.
An additional  40,000  shares are being issued to the  principals of Schonfeld &
Weinstein, L.L.P. in this registration statement.

Item 6. Indemnification of Directors and Officers

         HOMI shall  indemnify to the fullest  extent  permitted  by, and in the
manner permissible under the laws of the State of Delaware,  any person made, or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a director  or officer of HOMI,  or served  any other  enterprise  as  director,
officer or  employee  at the  request of HOMI.  The Board of  Directors,  in its
discretion,  shall  have the power on behalf of HOMI to  indemnify  any  person,
other than a director or officer, made a party to any action, suit or proceeding
by reason of the fact that he/she is or was an employee of HOMI.

         In general,  directors  and  officers are  indemnified  with respect to
actions  taken in good  faith in a manner  reasonably  believed  to be n, or not
opposed to, the best interests of the company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  had no reasonable  cause to
believe were unlawful.  Furthermore,  the personal liability of the directors is
limited as provided in HOMI's Articles of Incorporation.

Item 7. Exemption from Registration Claimed

                                       9
Not applicable.

Item 8. Exhibits

(a)      The following exhibits are filed as part of this registration statement
         pursuant  to  Item  601  of   Regulation   S-B  and  are   specifically
         incorporated herein by this reference:

      Exhibit No.       Title

         5.       Opinion of  Schonfeld & Weinstein,  L.L.P.

         23.1     Consent of Counsel*

         23.2     Consent of Ernst & Young, CPA

         99.1     Consulting Agreement Stephen Roebuck

         99.2     Consulting Agreement with Benzion Perko

         99.3     Consulting Agreements with Joseph Stabholz

         99.4     Consulting Agreements with Aryeh Reif

         99.5     Consulting Agreements with Joel Schonfeld and
                  Andrea I. Weinstein

         99.6     Consulting Agreements with Ophir Zahari and Guy Yuval

*    Contained in Exhibit 5

Item 9. Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing  provisions  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 Act and is,
therefore,  unenforceable.  In the even that a claim for indemnification against
such liabilities  (other than 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.

         Registrant hereby undertakes:

(1)      To file,  during  any period in which  offers or sales are being  made,
         post-effective amendment to this registration statement:

         (i)      To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

                                       10
(ii)     To reflect in the prospectus any facts or events arising after
                  the Effective Date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

         (iii)    To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration  statement,  including  (but not  limited to) any
                  addition or deletion of managing underwriter;

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such  post-effective  amendment shall be treated as a
         new registration  statement of the securities offered, and the offering
         of the  securities  at that time to be the initial  bona fide  offering
         thereof.

(3)      To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

(4)      Registrant  hereby  undertakes  that, for purposes of  determining  any
         liability  under  the  Securities  Act  of  1933,  each  filing  of the
         Registrant's  annual report  pursuant to Section 13(a) or Section 15(d)
         of the  Securities  Exchange  Act  of  1934  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.

                                       11
SIGNATURES

PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933,  THE  REGISTRANT
CERTIFIES  THAT IT HAS  REASONABLE  GROUNDS  TO  BELIEVE  THAT IT MEETS  ALL THE
REQUIREMENTS  FOR  FILING  ON FORM S-8 AND HAS  DULY  CAUSED  THIS  REGISTRATION
STATEMENT  TO BE  SIGNED  ON  ITS  BEHALF  BY  THE  UNDERSIGNED  THEREUNTO  DULY
AUTHORIZED IN THE CITY OF NEW YORK, STATE OF NEW YORK ON MARCH 10, 2004.

Date                           HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
March 10, 2004

                                        By:     /s/ Jacob Ronnel
                                            ------------------------------------
                                            Jacob Ronnel, President, CEO,
                                            Chairman of the Board

IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, THIS  REGISTRATION  STATEMENT HAS
BEEN SIGNED BELOW BY THE FOLLOWING  PERSONS ON BEHALF OF THE  REGISTRANT  AND IN
THE CAPACITIES AND ON THE DATE INDICATED.

DATE: MARCH 10, 2004

                                             By: /s/ Jacob Ronnel
                                                --------------------------------
                                                 Jacob Ronnel,
                                                 President, CEO, Director

                                             By: /s/ Ariel Almog
                                                --------------------------------
                                                 Ariel Almog
                                                 Secretary, Director

                                             By: /s/ Zeev Danzinger
                                                --------------------------------
                                                 Zeev Danzinger, Director

                                             By: /s/ Rodia Mihali
                                                --------------------------------
                                                 Rodia Mihali, Director