<PAGE>   1
      As filed with the Securities and Exchange Commission on June 20, 2001
                                                    REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                         SAP AKTIENGESELLSCHAFT SYSTEME,
                            ANWENDUNGEN, PRODUKTE IN
                              DER DATENVERARBEITUNG
             (Exact name of registrant as specified in its charter)

FEDERAL REPUBLIC OF GERMANY                            INAPPLICABLE
(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation or organization

                                NEUROTTSTRASSE 16
                                 69190 WALLDORF
                           FEDERAL REPUBLIC OF GERMANY
   (Address, including zip code, of registrant's principal executive offices)


              SAP CANADA, INC. EMPLOYEE DISCOUNT ADR PURCHASE PLAN
                            (Full title of the plan)



                            CORPORATION TRUST COMPANY
                            CORPORATION TRUST CENTER
                               1209 ORANGE STREET
                              WILMINGTON, DE 19801
                                  302-658-7581
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                               STEPHEN P. FARRELL
                           MORGAN, LEWIS & BOCKIUS LLP
                                 101 PARK AVENUE
                               NEW YORK, NY 10178
                                 (212) 309-6000

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE

  TITLE OF SECURITIES TO BE          AMOUNT TO BE        PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM              AMOUNT OF
          REGISTERED                 REGISTERED(1)            PRICE PER SHARE        AGGREGATE OFFERING PRICE      REGISTRATION FEE

<S>                                   <C>                <C>                         <C>                           <C>
Ordinary Shares without               30,000 (2)                 $141.60(3)                 $4,248,000                 $ 1,062(4)
nominal value
</TABLE>
<PAGE>   2
(1)        In accordance with Rule 416(a), this Registration Statement also
           relates to an indeterminate number of Ordinary Shares that may be
           issued, without receipt of consideration, upon the occurrence of
           certain events, including stock splits, stock dividends or similar
           transactions.

(2)        Represents the maximum number of Ordinary Shares reserved under the
           SAP Canada, Inc. Employee Discount ADR Purchase Plan, as adjusted by
           a three-for-one stock split in June 2000. American Depositary Shares
           ("ADS"), each representing one-fourth of one ordinary share, without
           nominal value (the "Ordinary Shares"), issuable upon deposit of the
           Ordinary Shares, have been registered on a separate Registration
           Statement on Form F-6.

(3)        Estimated pursuant to paragraphs (c) and (h)(1) of Rule 457 solely
           for the purpose of calculating the registration fee, based upon the
           average of the high and low sales price for an ADS as reported on the
           New York Stock Exchange on June 19, 2001, a date within five business
           days prior to the date of filing of this Registration Statement,
           multiplied by four.

(4)        Pursuant to Rule 457(p), $794.16 of the $1,243.93 filing fee
           previously paid by the Company in connection with the filing of
           its registration statement on Form S-8 (File No. 333-65083) on
           September 30, 1998 is offsetagainst the currently due filing fee.
<PAGE>   3
                                EXPLANATORY NOTE

SAP Aktiengesellschaft Systems, Anwendungen, Produkte in der Datenverarbeitung
(the "Company") filed a registration statement on Form S-8 on September 30, 1998
(File No. 333-65083) relating to 10,000 Non-Voting Preference Shares, without
nominal value (the "Preference Shares"), issuable upon exercise of options under
the SAP Canada, Inc. Employee Discount ADR Purchase Plan (the "Discount Plan").
In June 2000, the Company effected a three-for-one stock split of its Preference
Shares and Ordinary Shares.

At shareholder meetings held on May 3, 2001, the Company's shareholders approved
the conversion of each outstanding Preference Share into one Ordinary Share. The
conversion of Preference Shares into Ordinary Shares took place at the opening
of business on June 18, 2001 German time. This registration statement registers
Ordinary Shares issuable under the Discount Plan, including an additional
10,847 shares not previously registered under the Discount Plan.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.         PLAN INFORMATION.*/

ITEM 2.         REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. */




-------------
*/ Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), documents containing the information specified in Part I of
Form S-8 will be sent or given to each person who participates in the Discount
Plan. Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute the Section 10(a) prospectus.

                                      I-1
<PAGE>   4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents, as filed by the Company with the United
States Securities and Exchange Commission (the "Commission"), are incorporated
by reference in this Registration Statement and made a part hereof:

(1)        The Company's Annual Report on Form 20-F, filed with the Commission
           on March 28, 2001, which contains audited financial statements for
           the year ended December 31, 2000;

(2)        The Company's Reports of Foreign Private Issuer on Form 6-K, filed
           with the Commission on April 3, 2001, April 10, 2001, April 24, 2001,
           May 7, 2001 and June 15, 2001;

(3)        The description of the Ordinary Shares contained in the Company's
           Registration Statement on Form 8-A, filed with the Commission on May
           3, 2001, including any amendment or report filed for the purpose of
           updating such description.

           All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered 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 filing
of such documents. Any statement contained in any document, all or a portion of
which is incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained or 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.

ITEM 4.    DESCRIPTION OF SECURITIES.

           The Ordinary Shares are registered pursuant to Section 12(b) of the
Exchange Act and, therefore, the description of securities is omitted.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Company has undertaken to indemnify its directors and officers,
to the extent permitted by applicable law, against certain liabilities,
including liabilities under the Securities Act.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

                                      II-1
<PAGE>   5
ITEM 8.    EXHIBITS.

           The following is a list of exhibits filed as part of this
Registration Statement:

Exhibit
Number             Exhibit
------             -------

4.1        Form of Amended and Restated Deposit Agreement among the Company, The
           Bank of New York, as Depositary, and all owners and holders from time
           to time of American Depositary Receipts issued thereunder, including
           the form of American Depositary Receipt. (Incorporated by reference
           to Exhibit 3 of the Company's Form 8-A, filed on May 3, 2001.)

5.1        Opinion of Michael Junge as to the validity of the Ordinary Shares
           covered by this Registration Statement.

23.1       Consent of Michael Junge (included in Exhibit 5.1).

23.2       Consent of ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft
           Steuerberatungsgesellschaft mbH.

24.1       Power of Attorney (set forth on the signature page of this
           Registration Statement).



ITEM 9.    UNDERTAKINGS.

(a)        The undersigned registrant hereby undertakes:

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

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

                      (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;

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 with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

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

                                      II-2
<PAGE>   6
           (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
<PAGE>   7
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Walldorf, Germany, June 19, 2001.


                                        SAP AKTIENGESELLSCHAFT
                                        SYSTEME, ANWENDUNGEN, PRODUKTE IN DER
                                        DATENVERARBEITUNG



                                        By:   /s/ Prof. Dr. Henning Kagermann
                                              ---------------------------------
                                              Name:  Prof. Dr. Henning Kagermann
                                              Title: Co-Speaker of the
                                                     Executive Board and Co-
                                                     Chief Executive Officer


                                        By:   /s/ Dr. Werner Brandt
                                              -------------------------------
                                              Name:  Dr. Werner Brandt
                                              Title: Chief Financial Officer

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Henning Kagermann and Michael Junge,
and each of them (with full power in each of them to act alone), 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 or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.


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

<TABLE>
<CAPTION>
          SIGNATURES                                              TITLES                                      DATES

<S>                                                 <C>                                                     <C>
/s/ Prof.. Dr. h.c. Hasso Plattner                  Co-Speaker of the Executive Board                       June 19, 2001
----------------------------------                  (Co-Principal Executive Officer)
Prof. Dr. h.c. Hasso Plattner

/s/ Prof. Dr. Henning Kagermann                     Co-Speaker of the Executive Board                       June 19, 2001
-------------------------------                     (Co-Principal Executive Officer)
Prof. Dr. Henning Kagermann

/s/ Dr. Peter Zencke                                Member of the Executive Board                           June 19, 2001
--------------------
Dr. Peter Zencke
</TABLE>

                                      II-4
<PAGE>   8
<TABLE>
<CAPTION>
          SIGNATURES                                              TITLES                                      DATES

<S>                                                 <C>                                                     <C>
/s/ Dr. Claus Heinrich                              Member of the Executive Board                           June 19, 2001
----------------------
Dr. Claus Heinrich

/s/ Dr. Gerhard Oswald                              Member of the Executive Board                           June 19, 2001
----------------------
Gerhard Oswald

/s/ Dr. Werner Brandt                               Member of the Executive Board,                          June 19, 2001
---------------------                               Chief Financial Officer
Dr. Werner Brandt

/s/ Wolfgang Kemna                                  Authorized Representative in the                        June 19, 2001
------------------                                  United States
Wolfgang Kemna
</TABLE>

                                      II-5
<PAGE>   9
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number             Exhibit                                                                                          Page

<S>                        <C>                                                                                              <C>
4.1                        Form of Amended and Restated Deposit Agreement among
                           the Company, The Bank of New York, as Depositary, and
                           all owners and holders from time to time of American
                           Depositary Receipts issued thereunder, including the
                           form of American Depositary Receipts. (Incorporated
                           by reference to Exhibit 3 of the Company's Form 8-A,
                           filed on May 3, 2001.)

5.1                        Opinion of Michael Junge as to the validity of the Ordinary Shares covered by this
                           Registration Statement.

23.1                       Consent of Michael Junge (included in Exhibit 5.1).

23.2                       Consent of ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH.

24.1                       Power of Attorney (set forth on the signature page of this Registration Statement).
</TABLE>
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{"company-data": {"conformed-name": "SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA", "cik": "0001000184", "assigned-sic": "7372", "irs-number": "000000000", "state-of-incorporation": "I8", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63464", "film-number": "1664289"}, "business-address": {"street1": "NEUROTTSTRABE 16", "street2": "WALLDORF, FEDERAL REPUBLIC OF GERMAN", "city": "NEW YORK", "state": "NY", "zip": "69190", "phone": "0114962277"}, "mail-address": {"street1": "NEUROTTSTRASSE 16", "city": "WALLDORF D 69190", "state": "I8"}}
1
      As filed with the Securities and Exchange Commission on June 20, 2001
                                                    REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         SAP AKTIENGESELLSCHAFT SYSTEME,
                            ANWENDUNGEN, PRODUKTE IN
                              DER DATENVERARBEITUNG
             (Exact name of registrant as specified in its charter)

FEDERAL REPUBLIC OF GERMANY                            INAPPLICABLE
(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation or organization

                                NEUROTTSTRASSE 16
                                 69190 WALLDORF
                           FEDERAL REPUBLIC OF GERMANY
   (Address, including zip code, of registrant's principal executive offices)

              SAP CANADA, INC. EMPLOYEE DISCOUNT ADR PURCHASE PLAN
                            (Full title of the plan)

                            CORPORATION TRUST COMPANY
                            CORPORATION TRUST CENTER
                               1209 ORANGE STREET
                              WILMINGTON, DE 19801
                                  302-658-7581
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                               STEPHEN P. FARRELL
                           MORGAN, LEWIS & BOCKIUS LLP
                                 101 PARK AVENUE
                               NEW YORK, NY 10178
                                 (212) 309-6000
CALCULATION OF REGISTRATION FEE

  TITLE OF SECURITIES TO BE          AMOUNT TO BE        PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM              AMOUNT OF
          REGISTERED                 REGISTERED(1)            PRICE PER SHARE        AGGREGATE OFFERING PRICE      REGISTRATION FEE
Ordinary Shares without               30,000 (2)                 $141.60(3)                 $4,248,000                 $ 1,062(4)
nominal value
2
(1)        In accordance with Rule 416(a), this Registration Statement also
           relates to an indeterminate number of Ordinary Shares that may be
           issued, without receipt of consideration, upon the occurrence of
           certain events, including stock splits, stock dividends or similar
           transactions.

(2)        Represents the maximum number of Ordinary Shares reserved under the
           SAP Canada, Inc. Employee Discount ADR Purchase Plan, as adjusted by
           a three-for-one stock split in June 2000. American Depositary Shares
           ("ADS"), each representing one-fourth of one ordinary share, without
           nominal value (the "Ordinary Shares"), issuable upon deposit of the
           Ordinary Shares, have been registered on a separate Registration
           Statement on Form F-6.

(3)        Estimated pursuant to paragraphs (c) and (h)(1) of Rule 457 solely
           for the purpose of calculating the registration fee, based upon the
           average of the high and low sales price for an ADS as reported on the
           New York Stock Exchange on June 19, 2001, a date within five business
           days prior to the date of filing of this Registration Statement,
           multiplied by four.

(4)        Pursuant to Rule 457(p), $794.16 of the $1,243.93 filing fee
           previously paid by the Company in connection with the filing of
           its registration statement on Form S-8 (File No. 333-65083) on
           September 30, 1998 is offsetagainst the currently due filing fee.
3
                                EXPLANATORY NOTE

SAP Aktiengesellschaft Systems, Anwendungen, Produkte in der Datenverarbeitung
(the "Company") filed a registration statement on Form S-8 on September 30, 1998
(File No. 333-65083) relating to 10,000 Non-Voting Preference Shares, without
nominal value (the "Preference Shares"), issuable upon exercise of options under
the SAP Canada, Inc. Employee Discount ADR Purchase Plan (the "Discount Plan").
In June 2000, the Company effected a three-for-one stock split of its Preference
Shares and Ordinary Shares.

At shareholder meetings held on May 3, 2001, the Company's shareholders approved
the conversion of each outstanding Preference Share into one Ordinary Share. The
conversion of Preference Shares into Ordinary Shares took place at the opening
of business on June 18, 2001 German time. This registration statement registers
Ordinary Shares issuable under the Discount Plan, including an additional
10,847 shares not previously registered under the Discount Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.         PLAN INFORMATION.*/

ITEM 2.         REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. */

-------------
*/ Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), documents containing the information specified in Part I of
Form S-8 will be sent or given to each person who participates in the Discount
Plan. Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute the Section 10(a) prospectus.

                                      I-1
4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents, as filed by the Company with the United
States Securities and Exchange Commission (the "Commission"), are incorporated
by reference in this Registration Statement and made a part hereof:

(1)        The Company's Annual Report on Form 20-F, filed with the Commission
           on March 28, 2001, which contains audited financial statements for
           the year ended December 31, 2000;

(2)        The Company's Reports of Foreign Private Issuer on Form 6-K, filed
           with the Commission on April 3, 2001, April 10, 2001, April 24, 2001,
           May 7, 2001 and June 15, 2001;

(3)        The description of the Ordinary Shares contained in the Company's
           Registration Statement on Form 8-A, filed with the Commission on May
           3, 2001, including any amendment or report filed for the purpose of
           updating such description.

           All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered 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 filing
of such documents. Any statement contained in any document, all or a portion of
which is incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained or 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.

ITEM 4.    DESCRIPTION OF SECURITIES.

           The Ordinary Shares are registered pursuant to Section 12(b) of the
Exchange Act and, therefore, the description of securities is omitted.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Company has undertaken to indemnify its directors and officers,
to the extent permitted by applicable law, against certain liabilities,
including liabilities under the Securities Act.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

                                      II-1
5
ITEM 8.    EXHIBITS.

           The following is a list of exhibits filed as part of this
Registration Statement:

Exhibit
Number             Exhibit
------             -------

4.1        Form of Amended and Restated Deposit Agreement among the Company, The
           Bank of New York, as Depositary, and all owners and holders from time
           to time of American Depositary Receipts issued thereunder, including
           the form of American Depositary Receipt. (Incorporated by reference
           to Exhibit 3 of the Company's Form 8-A, filed on May 3, 2001.)

5.1        Opinion of Michael Junge as to the validity of the Ordinary Shares
           covered by this Registration Statement.

23.1       Consent of Michael Junge (included in Exhibit 5.1).

23.2       Consent of ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft
           Steuerberatungsgesellschaft mbH.

24.1       Power of Attorney (set forth on the signature page of this
           Registration Statement).

ITEM 9.    UNDERTAKINGS.

(a)        The undersigned registrant hereby undertakes:

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

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

                      (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;

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 with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

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

                                      II-2
6
           (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
7
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Walldorf, Germany, June 19, 2001.

                                        SAP AKTIENGESELLSCHAFT
                                        SYSTEME, ANWENDUNGEN, PRODUKTE IN DER
                                        DATENVERARBEITUNG

                                        By:   /s/ Prof. Dr. Henning Kagermann
                                              ---------------------------------
                                              Name:  Prof. Dr. Henning Kagermann
                                              Title: Co-Speaker of the
                                                     Executive Board and Co-
                                                     Chief Executive Officer

                                        By:   /s/ Dr. Werner Brandt
                                              -------------------------------
                                              Name:  Dr. Werner Brandt
                                              Title: Chief Financial Officer

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Henning Kagermann and Michael Junge,
and each of them (with full power in each of them to act alone), 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 or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURES                                              TITLES                                      DATES
/s/ Prof.. Dr. h.c. Hasso Plattner                  Co-Speaker of the Executive Board                       June 19, 2001
----------------------------------                  (Co-Principal Executive Officer)
Prof. Dr. h.c. Hasso Plattner

/s/ Prof. Dr. Henning Kagermann                     Co-Speaker of the Executive Board                       June 19, 2001
-------------------------------                     (Co-Principal Executive Officer)
Prof. Dr. Henning Kagermann

/s/ Dr. Peter Zencke                                Member of the Executive Board                           June 19, 2001
--------------------
Dr. Peter Zencke
II-4
8
SIGNATURES                                              TITLES                                      DATES
/s/ Dr. Claus Heinrich                              Member of the Executive Board                           June 19, 2001
----------------------
Dr. Claus Heinrich

/s/ Dr. Gerhard Oswald                              Member of the Executive Board                           June 19, 2001
----------------------
Gerhard Oswald

/s/ Dr. Werner Brandt                               Member of the Executive Board,                          June 19, 2001
---------------------                               Chief Financial Officer
Dr. Werner Brandt

/s/ Wolfgang Kemna                                  Authorized Representative in the                        June 19, 2001
------------------                                  United States
Wolfgang Kemna
II-5
9
                                INDEX TO EXHIBITS
Exhibit Number             Exhibit                                                                                          Page
4.1                        Form of Amended and Restated Deposit Agreement among
                           the Company, The Bank of New York, as Depositary, and
                           all owners and holders from time to time of American
                           Depositary Receipts issued thereunder, including the
                           form of American Depositary Receipts. (Incorporated
                           by reference to Exhibit 3 of the Company's Form 8-A,
                           filed on May 3, 2001.)

5.1                        Opinion of Michael Junge as to the validity of the Ordinary Shares covered by this
                           Registration Statement.

23.1                       Consent of Michael Junge (included in Exhibit 5.1).

23.2                       Consent of ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH.

24.1                       Power of Attorney (set forth on the signature page of this Registration Statement).