As filed with the Securities and Exchange Commission on June 28, 2000
                                                   Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                         QueryObject Systems Corporation
             (Exact name of Registrant as specified in its charter)


            Delaware                                    94-3087939
  (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or Organization)                     Identification No.)


                         One Expressway Plaza, Suite 208
                         Roslyn Heights, New York 11577
   (Address, including zip code, of Registrant's principal executive offices)

                         QueryObject Systems Corporation
                              Amended and Restated
                           1991 Stock Option Plan and
                             2000 Stock Option Plan
                            (Full title of the Plans)


                                 Daniel M. Pess
                         QueryObject Systems Corporation
                         One Expressway Plaza, Suite 208
                         Roslyn Heights, New York 11577
                                 (516) 228-8500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              David J. Adler, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                          Amount                Proposed maximum          Proposed maximum            Amount of
    Title of each class of                to be                  offering price          aggregate offering          registration
Securities to be registered             registered                  per share                  price                    fee
---------------------------             ----------                  ---------                  -----                    ---
<S>                                    <C>                           <C>                     <C>                       <C>
Common Stock, par                      666,667(2)(3)                 $3.93(4)
value $.003 per share,
issuable upon exercise of
options granted under the
Amended and Restated
1991 Stock Option
Plan(1)                                                                                      $2,617,059.57                $690.90
Common Stock, par                      725,000(2)
value $.003 per share,
issuable upon exercise of
options granted under the
2000 Stock Option
Plan(1)                                                              $3.31(5)                $2,399,750.00                $633.53
Total                                1,391,667                                               $5,016,809.57              $1,324.43
</TABLE>

(1)      All share and per share amounts and option information in this Form S-8
         has been adjusted to reflect a one-for-three reverse stock split of the
         Common  Stock,  $.003 par value (the  "Common  Stock")  of  QueryObject
         Systems Corporation (the "Company").
(2)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of Common Stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the Company's  Amended and Restated 1991 Stock Option Plan
         (the "1991 Plan") and the  Company's  2000 Stock Option Plan (the "2000
         Plan").
(3)      The number of shares  available for the grant of options under the 1991
         Plan has  been  increased  from  1,935,333  to  2,602,000.  The  shares
         underlying  the options to purchase  1,935,333  shares were  previously
         registered.
(4)      Includes an aggregate of 586,274  shares with respect to which  options
         were granted under the 1991 Plan at an average  exercise price of $4.01
         per share.  An additional  80,393 shares of Common Stock may be offered
         under the 1991 Plan.  Pursuant  to Rule  457(g) and (h),  the  offering
         price  for the  shares  which  may be  issued  under  the 1991  Plan is
         estimated  solely for the purpose of determining the  registration  fee
         and is based on the  closing  price of the  Company's  Common  Stock of
         $3.31 as reported by the OTC Bulletin Board on June 23, 2000.
(5)      An additional  725,000  shares of Common Stock may be offered under the
         2000 Plan.




                                      -ii-

<PAGE>

                                EXPLANATORY NOTES

         QueryObject  Systems  Corporation  (the  "Company")  has prepared  this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, to register shares of our common stock,  $.003 par value
per share,  issuable  pursuant  to the 1991 Plan and the 2000 Stock  Option Plan
(the "2000 Plan").

         This Form S-8 includes a Reoffer Prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  Reoffer  Prospectus  may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to (i) the 1991 Plan,  (ii) the 2000 Plan and (iii)  consulting  agreements,  by
selling  stockholders who may be deemed "affiliates" (as such term is defined in
Rule 405 under the  Securities  Act) of the  Company.  Some of these shares were
previously registered.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part 1 of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of this  Registration  Statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.


                                      -iii-

<PAGE>

                                   PROSPECTUS

                                1,037,167 SHARES
                         QUERYOBJECT SYSTEMS CORPORATION
                         Common Stock ($.003 par value)


         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders  of  shares  of our  common  stock  that may be issued by us to the
selling  stockholders  upon the exercise of stock options granted under our 1991
Stock Option Plan, our 2000 Stock Option Plan or under consulting agreements. We
previously  registered  the  offer  and  sale  of  the  shares  to  the  selling
stockholders.  This Prospectus also relates to certain  underlying  options that
have not as of this date been  granted.  If and when such options are granted to
persons  required  to use the  prospectus  to  reoffer  and  resell  the  shares
underlying such options, we will distribute a prospectus supplement.  The shares
are being reoffered and resold for the account of the selling  stockholders  and
we will not receive any of the proceeds from the resale of the shares.

         The  selling  stockholders  have  advised  us that the  resale of their
shares may be effected from time to time in one or more  transactions on the OTC
Bulletin  Board,  in  negotiated  transactions  or  otherwise,  at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this prospectus.

         Our common stock is listed on the OTC Bulletin Board. On June 23, 2000,
the closing price for the Common Stock,  as reported by the OTC Bulletin  Board,
was $3.31.  In January 2000, we  effectuated a one for three reverse stock split
of our common  stock and all share and per share  amounts and option and warrant
information  in this  Prospectus  has been adjusted to reflect the reverse stock
split.


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

     This investment involves risk. See "Risk Factors" beginning at page 5.

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






NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  THEY
HAVE NOT MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                  The date of this Prospectus is June 28, 2000.


<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.


                                       -2-

<PAGE>

                                TABLE OF CONTENTS




WHERE YOU CAN FIND MORE INFORMATION...........................................2

INCORPORATION BY REFERENCE....................................................4

ABOUT THIS PROSPECTUS.........................................................4

RISK FACTORS..................................................................5

THE COMPANY...................................................................9

USE OF PROCEEDS...............................................................9

SELLING STOCKHOLDERS..........................................................9

PLAN OF DISTRIBUTION.........................................................11

LEGAL MATTERS................................................................12

EXPERTS  ....................................................................13

ADDITIONAL INFORMATION.......................................................13





                                       -3-

<PAGE>

                           INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended:

         (1)      Our Annual  Report on Form 10-KSB for the year ended  December
                  31, 1999;

         (2)      The Company's Current Report on Form 8-K filed April 28, 2000;

         (3)      Our  Quarterly  Report on Form  10-QSB for the  quarter  ended
                  March 31, 2000; and

         (4)      Our Application  for  Registration of our common stock on Form
                  8-A dated November 7, 1997.


         You may request a copy of these filings, excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings, at no cost, by writing or telephoning us at the following address:

                           QueryObject Systems Corporation
                           One Expressway Plaza, Suite 208
                           Roslyn Heights, New York 11577
                           Attention: Chief Financial Officer
                           (516) 228-8500




                              ABOUT THIS PROSPECTUS

         This  prospectus is part of a registration  statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The Selling Stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.


                                       -4-

<PAGE>

                                  RISK FACTORS

         The  purchase of our common stock  involves a high degree of risk.  You
should carefully  consider the following risk factors and the other  information
in this Prospectus before deciding to invest in our common stock.

We May Need Further Financing to Continue Our Operations.

         We have had a limited  operating history as a software product company,
have not made  significant  sales of our products and our revenues are difficult
to predict. Our total revenues for the three months ended March 31, 2000 and for
the year ended  December  31, 1999 were  $328,391 and  $1,774,109  respectively.
Given our  continued  operating  losses,  we may need  additional  financing  to
continue operations. We anticipate that our cash and cash equivalent balance may
be insufficient to satisfy our cash flow  requirements  for more than 12 months,
since we are unable to predict if we will have sufficient  revenues to enable us
to continue our operations without additional financing. We have no commitments,
agreements  or  understandings  regarding  additional  financings  and we may be
unable to obtain additional financing on satisfactory terms or at all.

We Have Had a History of Operating  Losses and Project Future Losses;  Therefore
We Have Doubt About Our Ability To Continue as a Going Concern.

         At March 31, 2000, our  accumulated  deficit was  $43,332,939.  For the
three months  ended March 31, 2000 and for the fiscal  years ended  December 31,
1999 and 1998, we incurred net losses of $1,994,892,  $5,925,591 and $7,294,032,
respectively.  We have  incurred a net loss in each year of our  existence,  and
have  financed  our  operations  primarily  through  sales  of  equity  and debt
securities.  Our  expense  levels are high and our  revenues  are  difficult  to
predict. The independent accountants' report on our financial statements for the
year ended  December 31, 1999 states that our recurring  losses from  operations
and negative cash flow from operating  activities  raise doubt about our ability
to continue as a going concern.

         We expect to incur net losses for the foreseeable  future. We may never
achieve or sustain  significant  revenues or  profitability  on a  quarterly  or
annual  basis in the future.  Our future  operating  results will depend on many
factors, including:

         o         product demand

         o         product and price competition in our industry

         o         our  success  in   expanding   our  direct  sales  force  and
                   establishing indirect channel partners

         o         our ability to develop and market products and control costs

         o         the  percentage of our revenues that is derived from indirect
                   channel partners

Our Revenues Depend On Sales of QueryObject  System and We Are Uncertain Whether
There Will be Broad Market Acceptance of this Product.

         Substantially  all of our  revenues  for  the  foreseeable  future  are
expected to be derived from sales of QueryObject System. Between January 1, 1995
and March 31, 2000,  we had software  product  revenue from only 35  QueryObject
System  installations,  including those sold pursuant to reseller agreements for
the resellers' own use. Our future  financial  performance  will depend upon the
successful  introduction and customer  acceptance of QueryObject  System and the
development of new and enhanced  versions of the product.  If we fail to achieve
broad market acceptance of QueryObject  System, it would have a material adverse
effect on our business, operating results and financial condition.


                                       -5-

<PAGE>

We Are  Seeking to Develop  Additional  Strategic  Relationships  With  Indirect
Channel  Partners to Increase Sales,  But We May be Unable to Attract  Effective
Partners and We Will Have Lower Gross Margins For Sales Through Indirect Channel
Partners.

         As part of our sales and  marketing  efforts we are  seeking to develop
additional  strategic  relationships  with indirect  channel  partners,  such as
original  equipment  manufacturers  and value-added  resellers,  to increase the
number of our customers.  We currently are investing,  and intend to continue to
invest,  significant resources to develop indirect channel partners. Our results
of operations  will be adversely  affected if we are unable to attract  indirect
channel partners to market our products  effectively and provide timely and cost
effective customer support and service. If we successfully sell products through
these sales channels,  the lower unit prices we expect to receive for such sales
will result in our gross margins being lower than if we had sold those  products
through our direct sales force.

We Are  Dependent  on a Few  Significant  Customers  and the  Loss  of a  Single
Customer Could Adversely Effect Our Business.

         For the three months ended March 31, 2000, two customers  accounted for
75%, and for the fiscal year ended December 31, 1999,  four customers  accounted
for 72%, of our total  revenues.  We are unsure if we will  realize  significant
future  revenues  from  any of  these  customers.  We also  expect  that for the
foreseeable  future a  relatively  small  number of  customers  and value  added
resellers will account for a significant percentage of our revenues. The loss of
any such customer would have a material adverse effect on our operating  results
and financial condition.

We Are Dependent On a Few Key Personnel and We Need to Attract and Retain Highly
Qualified Technical, Sales, Marketing, Development and Management Personnel.

         Our future  performance  depends in significant part upon the continued
service of key technical, sales and senior management personnel. The loss of the
services of one or more of our key employees,  in particular,  Robert  Thompson,
our  President  and  Chief  Executive  Officer,  or Daniel  M.  Pess,  our Chief
Operating and Financial  Officer,  could have a material  adverse  effect on our
business,   operating  results  and  financial  condition.  We  have  employment
agreements with Mr. Thompson and Mr. Pess that expire in December 2001.

         Our future success also depends on our  continuing  ability to attract,
train and retain highly qualified technical,  sales, marketing,  development and
managerial  personnel.  Competition for such personnel is intense, and we may be
unable to retain key technical,  sales,  development and managerial employees or
attract,   assimilate  or  retain  other  highly  qualified  technical,   sales,
development  and  managerial  personnel in the future.  If we are unable to hire
such personnel on a timely basis, our business,  operating results and financial
condition could be materially adversely affected.

We  Lack  Proprietary  Technology  Protection  of  Our  Products  And  May  Risk
Infringement Upon Technology Developed by Others.

         We rely primarily on a combination  of trade  secrets,  confidentiality
agreements and contractual provisions to protect our proprietary technology.  We
license  rather  than sell our  software  and  require  licensees  to enter into
license agreements that impose certain  restrictions on their ability to utilize
the software.  In addition,  we seek to avoid  disclosure of our trade  secrets,
including  but not  limited  to  requiring  those  persons  with  access  to our
proprietary  information to execute  confidentiality  agreements and restricting
access to our source code. These steps afford only limited protection.  While we
have applied for a patent for our internet streaming  technology,  we are unable
to predict  whether we will receive such patent and we have no other  patents or
patent  applications  pending.  Despite our  efforts to protect our  proprietary
rights,  unauthorized  parties  may attempt to copy  aspects of our  products or
obtain and use information that we regard as proprietary.  Policing unauthorized
use of our products


                                       -6-

<PAGE>

may be  difficult  and  costly,  and  software  piracy may  become a  persistent
problem.  In  addition,  the laws of some  foreign  countries do not protect our
proprietary rights to as great an extent as do the laws of the United States. We
are unable to predict  whether our means of protecting  our  proprietary  rights
will be  adequate or whether  competitors  will  independently  develop the same
technology.

         From time to time, third parties may assert patent, copyright and other
intellectual  property claims against us. If we are unable to license  protected
technology  that  may be used in our  products,  we  could  be  prohibited  from
manufacturing and marketing such products. We also could incur substantial costs
to redesign our products,  to defend any legal action taken against us or to pay
damages to any infringed  party.  Litigation,  which could result in substantial
cost to and  diversion of our  resources,  may be necessary to enforce our other
intellectual property rights or to defend us against claimed infringement of the
rights of others.

We Intend to Expand Our  International  Sales,  But There Are Substantial  Risks
Involved,  Including Effectively  Establishing Additional Foreign Operations and
Foreign Regulatory Concerns.

         Our international  sales for the three months ended March 31, 2000, and
for the fiscal year ended December 31, 1999, were  approximately  13% and 49% of
our  total  revenue,   respectively.  We  intend  to  expand  our  international
operations and to enter  additional  international  markets,  which will require
significant  management  attention and financial  resources and could  adversely
affect  our  business,  operating  results  or  financial  condition.  To expand
international   sales  successfully,   we  must  establish   additional  foreign
operations,  hire  additional  personnel  and recruit  additional  international
resellers and  distributors.  If we are unable to do so in a timely manner,  our
growth,  if any,  in  international  sales will be  limited,  and our  business,
operating  results  and  financial  condition  could  be  materially   adversely
affected.  We anticipate  that  expanded  international  sales,  if any, will be
denominated  in U.S.  dollars.  An  increase  in the  value of the  U.S.  dollar
relative to foreign  currencies  could make our  products  more  expensive  and,
therefore,  potentially  less  competitive  in those markets.  Additional  risks
inherent in our future international business activities generally include:

         o         unexpected changes in regulatory requirements

         o         tariffs and other trade barriers

         o         costs of localizing products for foreign countries

         o         longer accounts receivable payment cycles

The Market Price of Our Common Stock Is Volatile.

         The market price of our common  stock has in the past been,  and may in
the future continue to be, volatile.  For instance,  between January 1, 1999 and
June 13, 2000,  the closing  price of our common stock has ranged  between $1.41
and $10.94.  The  volatility of the market price of our common stock may further
increase now that our common stock has been  delisted  from the Nasdaq  SmallCap
Market.  A variety of events may cause the market  price of our common  stock to
fluctuate significantly, including:

         o         quarter to quarter variations in operating results

         o         adverse news announcements

         o         the introduction of new products

         o         market conditions in the industry



                                       -7-

<PAGE>

         In  addition,   the  stock  market  in  recent  years  has  experienced
significant price and volume  fluctuations  that have particularly  affected the
market prices of equity  securities of many  companies that service the software
industry and that often have been unrelated to the operating performance of such
companies.  These  market  fluctuations  may  adversely  affect the price of our
common stock.

We Have a Significant  Amount of Authorized But Unissued  Preferred Stock, Which
May Affect the Likelihood of a Change of Control in our Company.

         As of May 31, 2000, our Board of Directors has the  authority,  without
further action by the stockholders, to issue 3,701,700 shares of preferred stock
on such terms and with such rights,  preferences  and  designations,  including,
without limitation  restricting  dividends on our common stock,  dilution of the
voting power of our common stock and  impairing  the  liquidation  rights of the
holders of our common stock, as the Board may determine  without any vote of the
stockholders.  Issuance  of such  preferred  stock,  depending  upon the rights,
preferences and designations thereof may have the effect of delaying,  deterring
or  preventing  a  change  in  control.  In  addition,  certain  "anti-takeover"
provisions of the Delaware  General  Corporation  Law,  among other things,  may
restrict  the  ability  of our  stockholders  to  authorize  a merger,  business
combination or change of control.

We Can Give No Assurances That Our Forward Looking Statements Will Be Correct.

         Certain forward-looking statements,  including statements regarding our
expected financial position,  business and financing plans are contained in this
prospectus  or are  incorporated  in  documents  annexed  as  exhibits  to  this
prospectus.  These forward-looking  statements reflect our views with respect to
future events and financial performance. The words, "believe," "expect," "plans"
and "anticipate" and similar expressions  identify  forward-looking  statements.
Although we believe  that the  expectations  reflected  in such  forward-looking
statements are reasonable,  we can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from such  expectations are disclosed in this prospectus.  All
subsequent written and oral  forward-looking  statements  attributable to us are
expressly qualified in their entirety by the cautionary  statements.  We caution
readers not to place undue reliance on these forward-looking  statements,  which
speak only as of their dates.  We undertake no obligations to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.



                                       -8-

<PAGE>

                                   THE COMPANY

         We  develop  and  market  proprietary  business  intelligence  software
solutions that enable business managers to make strategic decisions,  leveraging
existing  corporate  data.  Through  the  evolution  of  technology,  businesses
operating  in  transaction  intensive  industries,  such as  telecommunications,
healthcare,  insurance and financial services, have dramatically increased their
ability  to gather  and store  large  amounts  of data  generated  from  various
sources.  Such data  contains  information  that, if extracted  effectively  and
efficiently,  can be used to  enhance  strategic  corporate  development.  While
companies have invested heavily in capturing data, they have only begun to focus
significant resources on the management and analysis of such data; consequently,
the data gathering and analysis industry is experiencing significant growth. The
Company  developed  its products in response to the need by companies to analyze
these increasing volumes of data.

         In the third  quarter of 1996,  we began the  process of  shifting  its
focus from using its proprietary  technologies to provide contract data analysis
services, to the sale and support of its proprietary products,  thereby enabling
customers to do their own analysis.  The process was substantially  completed in
1998. We have realized limited sales of our products.

         We were  incorporated  in  Delaware  in 1997 and are the  successor  by
merger to CrossZ International, Inc., a California corporation,  incorporated in
1989.  In May 1998,  the name of the Company was  changed  from CrossZ  Software
Corporation  to  QueryObject  Systems  Corporation  to reflect the change in the
Company's  focus.  Unless  otherwise  indicated,  references to the Company also
include its predecessor and its  subsidiaries,  internetQueryObject  Corporation
and  QueryObject  Systems  Corporation,  Ltd. In January 2000, we  consummated a
one-for-three reverse stock split of our Common Stock.

         Our principal  executive  offices are located at One Expressway  Plaza,
Suite  208,  Roslyn  Heights,  New York  11577.  Our  telephone  number is (516)
228-8500.

                                 USE OF PROCEEDS

         The shares of common stock offered hereby are being  registered for the
account of the selling stockholders identified in this prospectus.  See "Selling
Stockholders." All net proceeds from the sale of the common stock will go to the
stockholders  who offer and sell their  shares.  We will not receive any part of
the proceeds  from such sales of common  stock.  We will,  however,  receive the
exercise  price of the  options  at the time of  their  exercise.  If all of the
options are  exercised,  we will realize  proceeds in the amount of  $9,614,871.
Such  proceeds  will be  contributed  to  working  capital  and will be used for
general corporate purposes.



                              SELLING STOCKHOLDERS

         This  Prospectus  relates to the reoffer and resale of shares issued or
that may be issued to the selling  stockholders under our 1991 Stock Option Plan
and our 2000 Stock Option or under consulting agreements.

         The following table sets forth (i) the number of shares of common stock
beneficially owned by each selling  stockholder at May 31, 2000, (ii) the number
of shares to be offered for resale by each selling  stockholder (i.e., the total
number  of  shares   underlying   options  held  by  each  selling   stockholder
irrespective  of whether such options are presently  exercisable  or exercisable
within  sixty days of May 31,  2000),  and (iii) the number  and  percentage  of
shares  of our  common  stock  to be  held  by each  selling  stockholder  after
completion of the offering.




                                       -9-

<PAGE>
<TABLE>
<CAPTION>

                                                                                     Number of       Percentage
                                                                                     shares of      of Class to
                                                                                      Common          be Owned
                                                                   Number of        Stock After        After
                                         Number of shares of     Shares to be       Completion       Completion
                                         Common Stock Owned       Offered for         of the           of the
           Name                          at May 31, 2000 (1)        Resale         Offering (2)       Offering
---------------------------------    ------------------------    ------------     -------------     -------------
<S>                                           <C>                  <C>                    <C>            <C>
Robert Thompson(3)                              152,976            330,000                0              0
Daniel Pess(4)                                  155,221            330,000                0              0
Alan Kaufman(5)                                 180,415            105,500          108,333
Amy Newmark(6)                                  167,089            109,000           78,200
Rino Bergonzi(7)                                  8,889             15,500                0              0
Andre Szykier(8)                                110,250             47,167           68,583
Barry Rubenstein(9)                           2,886,843             50,000        2,849,691
Irwin Lieber (10)                             2,023,002             50,000        1,987,502
</TABLE>

----------------
* Less than one percent

(1)      A person is deemed to be the beneficial owner of voting securities that
         can be  acquired  by such  person  within 60 days after the date hereof
         upon the exercise of options, warrants or convertible securities.  Each
         beneficial owner's percentage  ownership is determined by assuming that
         options,  warrants  or  convertible  securities  that  are held by such
         person (but not those held by any other  person) and that are currently
         exercisable  (i.e.,  that are exercisable  within 60 days from the date
         hereof)  have been  exercised.  Unless  otherwise  noted,  the  Company
         believes  that all  persons  named in the table  have sole  voting  and
         investment power with respect to all shares beneficially owned by them.

(2)      Consists of shares issuable upon the exercise of options both currently
         and not currently exercisable.

(3)      Consists of shares of Common Stock  issuable  upon exercise of options.
         Mr.  Thompson joined the Company in September 1997 as Vice President of
         Marketing,  became Senior Vice President of Marketing in April 1998 and
         was named President and Chief  Executive  Officer in December 1998. Mr.
         Thompson became Chairman of the Board in May 1999.

(4)      Consists of 153,138  shares of Common Stock  issuable  upon exercise of
         options.  Mr. Pess joined the Company in July 1994 as Vice President of
         Finance and Administration and was promoted to Senior Vice President of
         Finance and  Administration  in October 1997.  Since December 1996, Mr.
         Pess has also  served as Chief  Financial  Officer of the  Company  and
         since August 1997 Mr. Pess has served as Secretary of the Company.  Mr.
         Pess  was  also  named  Chief  Operating  Officer  and  Executive  Vice
         President of the Company in December  1998 and became a Director in May
         1999.

(5)      Includes  72,088  shares of Common  Stock  issuable  upon  exercise  of
         options. Mr. Kaufman is a Director of the Company and was President and
         Chief Executive Officer from October 1997 to December 1998 and Chairman
         from May 1998 to May 1999.

(6)      Includes  88,889  shares of Common  Stock  issuable  upon  exercise  of
         options. Ms. Newmark has been a Director of the Company since May 1998.


                                      -10-

<PAGE>

(7)      Consists of shares of Common Stock  issuable  upon exercise of options.
         Mr. Bergonzi has been a director of the Company since August 1997.

(8)      Includes  104  shares  of  Common  Stock  owned  by Remy  Szykier,  Mr.
         Syzkier's  daughter  and 41,667  shares of Common Stock  issuable  upon
         exercise of options. Mr. Syzkier's daughter.  Mr. Szykier, a co-founder
         of the Company,  is currently a Director of the Company and  previously
         served as its Vice  President  and Chief  Technology  Officer since the
         inception of the Company in February 1989 until December 1998.

(9)      Based upon  information  contained  in a report on a Schedule  13D (the
         "Wheatley  13D") filed jointly by Barry  Rubenstein,  Wheatley  Foreign
         Partners,   L.P.   ("Wheatley   Foreign"),   Wheatley  Partners,   L.P.
         ("Wheatley"),   Seneca  Ventures  ("Seneca"),   Woodland  Venture  Fund
         ("Woodland  Fund"),  Woodland  Partners,   Rev-Wood  Merchant  Partners
         ("Rev-Wood"),  Brookwood Partners, L.P. ("Brookwood") and certain other
         entities with the Securities  Exchange  Commission ("SEC") and a Form 4
         filed by Mr.  Rubenstein with the SEC. Includes 37,152 shares of Common
         Stock  issuable upon exercise of options held by Mr.  Rubenstein.  Also
         includes  (a) 1,040 shares of Common Stock  issuable  upon  exercise of
         warrants  held by Woodland  Partners,  (b) 1,040 shares of Common Stock
         issuable  upon exercise of warrants  held by Woodland  Fund,  (c) 1,040
         shares of Common  Stock  issuable  upon  exercise of  warrants  held by
         Seneca,  (d) 1,959 shares of Common  Stock  issuable  upon  exercise of
         warrants  held by  Wheatley  Partners,  (e) 123 shares of Common  Stock
         issuable upon exercise of warrants held by Wheatley Foreign, (f) 16,666
         shares of Common  Stock  issuable  upon  exercise  of  options  held by
         Rev-Wood.   Mr.  Rubenstein   disclaims  beneficial  ownership  of  the
         securities held by Woodland Partners,  Woodland Fund, Seneca, Wheatley,
         Wheatley Foreign, Rev-Wood, and Brookwood,  except to the extent of his
         respective equity interest therein.

(10)     Based on  information  contained in the Wheatley 13D and a Form 4 filed
         by Mr. Leiber and certain other information.  Includes 35,500 shares of
         common Stock issuable upon exercise of options held by Mr. Lieber. Also
         includes  (a) 1,959 shares of Common Stock  issuable  upon  exercise of
         warrants held by Wheatley,  and (b) 123 shares of Common Stock issuable
         upon exercise of warrants held by Wheatley Foreign, of which Mr. Lieber
         disclaims beneficial ownership,  except to the extent of his respective
         equity interest therein.

                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have employed an  underwriter  for the sale of common stock by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this Prospectus.  The selling stockholders will bear all expenses
associated with the sale of the common stock.

         The  selling  stockholders  may offer  their  shares  of  common  stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

         o        On any stock  exchange on which the shares of common stock may
                  be listed at the time of sale
         o        In negotiated transactions
         o        In the over-the-counter market
         o        In a combination of any of the above transactions

         The selling  stockholders may offer their shares of common stock at any
of the following prices:

         o        Fixed prices which may be changed
         o        Market prices prevailing at the time of sale
         o        Prices related to such prevailing market prices
         o        At negotiated prices

         The selling stockholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  stockholders  and/or the  purchasers of shares of common stock for whom
such broker-dealers may act as agents or to


                                      -11-

<PAGE>

whom they sell as  principals,  or both (which  compensation  as to a particular
broker-dealer might be in excess of customary commissions).

         Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such sales may be at prices then  prevailing on the OTC Bulletin Board or at
prices related to such prevailing  market prices or at negotiated  prices to its
customers or a combination  of such methods.  The selling  stockholders  and any
broker-dealers  that  act in  connection  with  the  sale  of the  common  stock
hereunder  might be deemed to be  "underwriters"  within the  meaning of Section
2(11) of the Securities Act; any commissions  received by them and any profit on
the resale of shares as principal might be deemed to be  underwriting  discounts
and commissions under the Securities Act. Any such commissions, as well as other
expenses incurred by the selling stockholders and applicable transfer taxes, are
payable by the selling stockholders.

         The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock.  The selling  stockholders  will pay any
sales   commissions   or  other   seller's   compensation   applicable  to  such
transactions.

         We have not  registered or qualified  offers and sales of shares of the
common stock under the laws of any  country,  other than the United  States.  To
comply  with  certain  states'  securities  laws,  if  applicable,  the  selling
stockholders  will  offer  and  sell  their  shares  of  common  stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

         The selling  shareholders  have  represented to us that any purchase or
sale of shares of common stock by them will comply with Regulation M promulgated
under the  Securities  Exchange Act of 1934,  as amended.  In general,  Rule 102
under  Regulation M prohibits any person  connected with a  distribution  of our
common stock (a  "Distribution")  from  directly or  indirectly  bidding for, or
purchasing for any account in which he or she has a beneficial interest,  any of
our common stock or any right to purchase our common stock,  for a period of one
business  day before and after  completion  of his or her  participation  in the
distribution (we refer to that time period as the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  shareholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling shareholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  shareholders  will sell any
or all of the shares offered by them hereunder or otherwise.




                                  LEGAL MATTERS

         Certain legal matters in connection  with the issuance of the shares of
common  stock  offered  hereby  have been  passed upon for the Company by Olshan
Grundman  Frome  Rosenzweig & Wolosky LLP, 505 Park Avenue,  New York,  New York
10022.


                                      -12-

<PAGE>

                                     EXPERTS

         The consolidated  financial statements  incorporated in this Prospectus
by reference to the Annual Report on Form 10-KSB for the year ended December 31,
1999   have   been   so    incorporated   in   reliance   on   the   report   of
PricewaterhouseCoopers  LLP,  independent  accountants given on the authority of
said firm as experts in auditing and accounting.


                             ADDITIONAL INFORMATION

         We have filed with the Commission a Registration  Statement on Form S-8
under the Securities Act with respect to the Shares offered hereby.  For further
information  with  respect to the Company  and the  securities  offered  hereby,
reference is made to the Registration  Statement.  Statements  contained in this
Prospectus  as to the  contents  of any  contract  or  other  document  are  not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.


                                      -13-

<PAGE>

                                     PART II



               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Certain Documents by Reference



         The following  documents filed by QueryObject  Systems Corporation (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference and made a part hereof:



                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 1999;

                  (b) The Company's  Current  Report on Form 8-K filed April 28,
         2000.

                  (c) The  Company's  Quarterly  Report on Form  10-QSB  for the
         quarter ended March 31, 2000.

                  (d) The Company's Application for Registration of common stock
         on Form 8-A dated on November 7, 1997.


         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all  securities  offered  hereby  have  been  sold  or  which  de-registers  all
securities  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  reports and
documents.


Item 4.  Description of Securities


         Not applicable.


Item 6.  Indemnification of Directors and Officers


         As permitted by the Delaware  General  Corporation  Law  ("DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  or officer to the  Company  for  monetary  damages for
breach of fiduciary duty of care as a director.  Liability is not eliminated for
(i)  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or redemptions  pursuant to Section 174 of the DGCL,
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.

         The Company has also entered into indemnification  agreements with each
of its directors and executive officers. The indemnification  agreements provide
that the  directors and executive  officers will be  indemnified  to the fullest
extent  permitted by applicable law against all expenses  (including  attorneys'
fees),  judgments,  fines and  amounts  reasonably  paid or incurred by them for
settlement in any threatened,  pending or completed action,  suit or proceeding,
including any derivative  action,  on account of their services as a director or
officer  of the  Company  or of any  subsidiary  of the  Company or of any other
company or  enterprise  in which they are serving at the request of the Company.
No  indemnification  will be  provided  under  the  indemnification  agreements,
however, to any director or


                                      II-1

<PAGE>

executive  officer in certain  limited  circumstances,  including  on account of
knowingly  fraudulent,  deliberately  dishonest  or willful  misconduct.  To the
extent   the   provisions   of  the   indemnification   agreements   exceed  the
indemnification permitted by applicable law, such provision may be unenforceable
or may be  limited  to the  extent  they  are  found  by a  court  of  competent
jurisdiction to be contrary to pubic policy.


Delaware Law


         The  Company is subject to Section 203 of the DGCL,  which  prevents an
"interested  stockholder" (defined in Section 203, generally, as a person owning
15% or more of a  corporation's  outstanding  voting  stock) from  engaging in a
"business combination" with a publicly-held Delaware corporation for three years
following  the date such person became an interested  stockholder,  unless:  (i)
before such person became an interested  stockholder,  the board of directors of
the  corporation  approved the  transaction in which the interested  stockholder
became an interested stockholder or approved the business combination; (ii) upon
consummation  of the transaction  that resulted in the interested  stockholder's
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the  corporation  outstanding at the time the transaction
commenced (subject to certain exceptions), or (iii) following the transaction in
which such person became an interested stockholder,  the business combination is
approved  by the board of  directors  of the  corporation  and  authorized  at a
meeting of  stockholders  by the  affirmative  vote of the holders of 66% of the
outstanding  voting  stock  of the  corporation  not  owned  by  the  interested
stockholder. A "business combination" includes mergers, stock or asset sales and
other   transactions   resulting  in  a  financial  benefit  to  the  interested
stockholder.

         The  provisions  of  Section  203 of the DGCL  could have the effect of
delaying, deferring or preventing a change in the control of the Company.



Item 7.  Exemption from Registration Claimed


         Not applicable.


Item 8.  Exhibits


          Exhibit Index



         4(a)   - Amended  and  Restated 1991 Plan,  previously filed as Exhibit
                  4(a) to the Company's Registration Statement on Form S-8,filed
                  in February 1999.



         *4(b)  - 2000 Stock Option Plan



         *5     - Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.



         *23(a) - Consent of Pricewaterhouse Coopers LLP, independent auditors.




                                                         II-2

<PAGE>

         *23(b) - Consent of Olshan  Grundman  Frome  Rosenzweig  & Wolosky  LLP
                  (included in its opinion filed as Exhibit 5).

         *24    - Powers  of  Attorney  (included  on  signature  page  to  this
                  Registration Statement).

----------------
*        Filed herewith.

Item 9.  Undertakings


         A.       The undersigned registrant hereby undertakes:


                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration   Statement   to  include  any  material
                           information  with respect to the plan of distribution
                           not   previously   disclosed   in  the   Registration
                           Statement or any material change to such  information
                           in the Registration Statement;

                  (2)      That, for the purposes 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; and

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that 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 this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         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  Securities  Act of 1933 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 a
                  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 of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.


                                      II-3

<PAGE>



         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.










                                      II-4

<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
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 Town of Roslyn Heights, State of New York on June 27, 2000.

                                        QUERYOBJECT SYSTEMS CORPORATION


                                        By: /s/ Robert Thompson
                                            ------------------------------------
                                            Robert Thompson
                                            Chairman, President and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  each of Robert  Thompson and Daniel M.
Pess his  true and  lawful  attorneys-in-fact  and  agent,  with  full  power of
substitution and resubstitution, for and in his or her name, place and stead, in
any and all  capacities,  to sign  any or all  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 attorney-in-fact and agent, full power and authority to do and perform
each and  every act and thing  requisite  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

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

         Signature                     Title                          Date

/s/ Robert Thompson          Chairman, President, Chief            June 27, 2000
----------------------       Executive Officer and Director
Robert Thompson              (Principal Executive Officer)


/s/ Daniel M. Pess           Executive Vice President, Chief       June 27, 2000
----------------------       Operating Officer, Chief Financial
Daniel M. Pess               Officer and Director (Principal
                             Financial Officer and
                             Principal Accounting Officer)


/s/ Alan W. Kaufman          Director                              June 27, 2000
----------------------
Alan W. Kaufman


/s/ Andre Szykier            Director                              June 27, 2000
----------------------
Andre Szykier

/s/ Rino Bergonzi            Director                              June 27, 2000
----------------------
Rino Bergonzi


/s/ Amy L. Newark            Director                              June 27, 2000
----------------------
Amy L. Newmark


                                      II-5
<PAGE>

Amended and Restated 1991 Stock Option Plan and 2000 Stock Option Plan. Pursuant
to the  requirements  of the  Securities  Act of 1933,  the  trustees  (or other
persons who  administer  the 1991 Plan or the 2000 Stock  Option Plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Town of Roslyn Heights, State of
New York on June 27, 2000.







                                       /s/ Rino Bergonzi
                                       -----------------------------------------
                                       Rino Bergonzi
                                       Member of Stock Option Committee


                                       /s/ Amy L. Newmark
                                       -----------------------------------------
                                       Amy L. Newmark
                                       Member of the Stock Option Committee



                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 61752}]
{"company-data": {"conformed-name": "QUERYOBJECT SYSTEMS CORP", "cik": "0000855743", "assigned-sic": "7372", "irs-number": "943087939", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40324", "film-number": "663513"}, "business-address": {"street1": "ONE EXPRESS PLAZA", "street2": "SUITE 208", "city": "ROSLYN HEIGHTS", "state": "NY", "zip": "11577"}, "mail-address": {"street1": "ONE EXPRESS PLAZA", "street2": "SUITE 208", "city": "ROSLYN HEIGHTS", "state": "NY", "zip": "11577"}, "former-company": [{"former-conformed-name": "CROSS Z SOFTWARE CORP", "date-changed": "19971117"}, {"former-conformed-name": "CROSS Z INTERNATIONAL INC", "date-changed": "19970815"}]}
As filed with the Securities and Exchange Commission on June 28, 2000
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                         QueryObject Systems Corporation
             (Exact name of Registrant as specified in its charter)

            Delaware                                    94-3087939
  (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or Organization)                     Identification No.)

                         One Expressway Plaza, Suite 208
                         Roslyn Heights, New York 11577
   (Address, including zip code, of Registrant's principal executive offices)

                         QueryObject Systems Corporation
                              Amended and Restated
                           1991 Stock Option Plan and
                             2000 Stock Option Plan
                            (Full title of the Plans)

                                 Daniel M. Pess
                         QueryObject Systems Corporation
                         One Expressway Plaza, Suite 208
                         Roslyn Heights, New York 11577
                                 (516) 228-8500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              David J. Adler, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200
CALCULATION OF REGISTRATION FEE
Amount                Proposed maximum          Proposed maximum            Amount of
    Title of each class of                to be                  offering price          aggregate offering          registration
Securities to be registered             registered                  per share                  price                    fee
---------------------------             ----------                  ---------                  -----                    ---
Common Stock, par                      666,667(2)(3)                 $3.93(4)
value $.003 per share,
issuable upon exercise of
options granted under the
Amended and Restated
1991 Stock Option
Plan(1)                                                                                      $2,617,059.57                $690.90
Common Stock, par                      725,000(2)
value $.003 per share,
issuable upon exercise of
options granted under the
2000 Stock Option
Plan(1)                                                              $3.31(5)                $2,399,750.00                $633.53
Total                                1,391,667                                               $5,016,809.57              $1,324.43
(1)      All share and per share amounts and option information in this Form S-8
         has been adjusted to reflect a one-for-three reverse stock split of the
         Common  Stock,  $.003 par value (the  "Common  Stock")  of  QueryObject
         Systems Corporation (the "Company").
(2)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of Common Stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the Company's  Amended and Restated 1991 Stock Option Plan
         (the "1991 Plan") and the  Company's  2000 Stock Option Plan (the "2000
         Plan").
(3)      The number of shares  available for the grant of options under the 1991
         Plan has  been  increased  from  1,935,333  to  2,602,000.  The  shares
         underlying  the options to purchase  1,935,333  shares were  previously
         registered.
(4)      Includes an aggregate of 586,274  shares with respect to which  options
         were granted under the 1991 Plan at an average  exercise price of $4.01
         per share.  An additional  80,393 shares of Common Stock may be offered
         under the 1991 Plan.  Pursuant  to Rule  457(g) and (h),  the  offering
         price  for the  shares  which  may be  issued  under  the 1991  Plan is
         estimated  solely for the purpose of determining the  registration  fee
         and is based on the  closing  price of the  Company's  Common  Stock of
         $3.31 as reported by the OTC Bulletin Board on June 23, 2000.
(5)      An additional  725,000  shares of Common Stock may be offered under the
         2000 Plan.

                                      -ii-
EXPLANATORY NOTES

         QueryObject  Systems  Corporation  (the  "Company")  has prepared  this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, to register shares of our common stock,  $.003 par value
per share,  issuable  pursuant  to the 1991 Plan and the 2000 Stock  Option Plan
(the "2000 Plan").

         This Form S-8 includes a Reoffer Prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  Reoffer  Prospectus  may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to (i) the 1991 Plan,  (ii) the 2000 Plan and (iii)  consulting  agreements,  by
selling  stockholders who may be deemed "affiliates" (as such term is defined in
Rule 405 under the  Securities  Act) of the  Company.  Some of these shares were
previously registered.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part 1 of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of this  Registration  Statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.

                                      -iii-
PROSPECTUS

                                1,037,167 SHARES
                         QUERYOBJECT SYSTEMS CORPORATION
                         Common Stock ($.003 par value)

         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders  of  shares  of our  common  stock  that may be issued by us to the
selling  stockholders  upon the exercise of stock options granted under our 1991
Stock Option Plan, our 2000 Stock Option Plan or under consulting agreements. We
previously  registered  the  offer  and  sale  of  the  shares  to  the  selling
stockholders.  This Prospectus also relates to certain  underlying  options that
have not as of this date been  granted.  If and when such options are granted to
persons  required  to use the  prospectus  to  reoffer  and  resell  the  shares
underlying such options, we will distribute a prospectus supplement.  The shares
are being reoffered and resold for the account of the selling  stockholders  and
we will not receive any of the proceeds from the resale of the shares.

         The  selling  stockholders  have  advised  us that the  resale of their
shares may be effected from time to time in one or more  transactions on the OTC
Bulletin  Board,  in  negotiated  transactions  or  otherwise,  at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this prospectus.

         Our common stock is listed on the OTC Bulletin Board. On June 23, 2000,
the closing price for the Common Stock,  as reported by the OTC Bulletin  Board,
was $3.31.  In January 2000, we  effectuated a one for three reverse stock split
of our common  stock and all share and per share  amounts and option and warrant
information  in this  Prospectus  has been adjusted to reflect the reverse stock
split.

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

     This investment involves risk. See "Risk Factors" beginning at page 5.

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

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  THEY
HAVE NOT MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is June 28, 2000.
WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.

                                       -2-
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION...........................................2

INCORPORATION BY REFERENCE....................................................4

ABOUT THIS PROSPECTUS.........................................................4

RISK FACTORS..................................................................5

THE COMPANY...................................................................9

USE OF PROCEEDS...............................................................9

SELLING STOCKHOLDERS..........................................................9

PLAN OF DISTRIBUTION.........................................................11

LEGAL MATTERS................................................................12

EXPERTS  ....................................................................13

ADDITIONAL INFORMATION.......................................................13

                                       -3-
INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended:

         (1)      Our Annual  Report on Form 10-KSB for the year ended  December
                  31, 1999;

         (2)      The Company's Current Report on Form 8-K filed April 28, 2000;

         (3)      Our  Quarterly  Report on Form  10-QSB for the  quarter  ended
                  March 31, 2000; and

         (4)      Our Application  for  Registration of our common stock on Form
                  8-A dated November 7, 1997.

         You may request a copy of these filings, excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings, at no cost, by writing or telephoning us at the following address:

                           QueryObject Systems Corporation
                           One Expressway Plaza, Suite 208
                           Roslyn Heights, New York 11577
                           Attention: Chief Financial Officer
                           (516) 228-8500

                              ABOUT THIS PROSPECTUS

         This  prospectus is part of a registration  statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The Selling Stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.

                                       -4-
RISK FACTORS

         The  purchase of our common stock  involves a high degree of risk.  You
should carefully  consider the following risk factors and the other  information
in this Prospectus before deciding to invest in our common stock.

We May Need Further Financing to Continue Our Operations.

         We have had a limited  operating history as a software product company,
have not made  significant  sales of our products and our revenues are difficult
to predict. Our total revenues for the three months ended March 31, 2000 and for
the year ended  December  31, 1999 were  $328,391 and  $1,774,109  respectively.
Given our  continued  operating  losses,  we may need  additional  financing  to
continue operations. We anticipate that our cash and cash equivalent balance may
be insufficient to satisfy our cash flow  requirements  for more than 12 months,
since we are unable to predict if we will have sufficient  revenues to enable us
to continue our operations without additional financing. We have no commitments,
agreements  or  understandings  regarding  additional  financings  and we may be
unable to obtain additional financing on satisfactory terms or at all.

We Have Had a History of Operating  Losses and Project Future Losses;  Therefore
We Have Doubt About Our Ability To Continue as a Going Concern.

         At March 31, 2000, our  accumulated  deficit was  $43,332,939.  For the
three months  ended March 31, 2000 and for the fiscal  years ended  December 31,
1999 and 1998, we incurred net losses of $1,994,892,  $5,925,591 and $7,294,032,
respectively.  We have  incurred a net loss in each year of our  existence,  and
have  financed  our  operations  primarily  through  sales  of  equity  and debt
securities.  Our  expense  levels are high and our  revenues  are  difficult  to
predict. The independent accountants' report on our financial statements for the
year ended  December 31, 1999 states that our recurring  losses from  operations
and negative cash flow from operating  activities  raise doubt about our ability
to continue as a going concern.

         We expect to incur net losses for the foreseeable  future. We may never
achieve or sustain  significant  revenues or  profitability  on a  quarterly  or
annual  basis in the future.  Our future  operating  results will depend on many
factors, including:

         o         product demand

         o         product and price competition in our industry

         o         our  success  in   expanding   our  direct  sales  force  and
                   establishing indirect channel partners

         o         our ability to develop and market products and control costs

         o         the  percentage of our revenues that is derived from indirect
                   channel partners

Our Revenues Depend On Sales of QueryObject  System and We Are Uncertain Whether
There Will be Broad Market Acceptance of this Product.

         Substantially  all of our  revenues  for  the  foreseeable  future  are
expected to be derived from sales of QueryObject System. Between January 1, 1995
and March 31, 2000,  we had software  product  revenue from only 35  QueryObject
System  installations,  including those sold pursuant to reseller agreements for
the resellers' own use. Our future  financial  performance  will depend upon the
successful  introduction and customer  acceptance of QueryObject  System and the
development of new and enhanced  versions of the product.  If we fail to achieve
broad market acceptance of QueryObject  System, it would have a material adverse
effect on our business, operating results and financial condition.

                                       -5-
We Are  Seeking to Develop  Additional  Strategic  Relationships  With  Indirect
Channel  Partners to Increase Sales,  But We May be Unable to Attract  Effective
Partners and We Will Have Lower Gross Margins For Sales Through Indirect Channel
Partners.

         As part of our sales and  marketing  efforts we are  seeking to develop
additional  strategic  relationships  with indirect  channel  partners,  such as
original  equipment  manufacturers  and value-added  resellers,  to increase the
number of our customers.  We currently are investing,  and intend to continue to
invest,  significant resources to develop indirect channel partners. Our results
of operations  will be adversely  affected if we are unable to attract  indirect
channel partners to market our products  effectively and provide timely and cost
effective customer support and service. If we successfully sell products through
these sales channels,  the lower unit prices we expect to receive for such sales
will result in our gross margins being lower than if we had sold those  products
through our direct sales force.

We Are  Dependent  on a Few  Significant  Customers  and the  Loss  of a  Single
Customer Could Adversely Effect Our Business.

         For the three months ended March 31, 2000, two customers  accounted for
75%, and for the fiscal year ended December 31, 1999,  four customers  accounted
for 72%, of our total  revenues.  We are unsure if we will  realize  significant
future  revenues  from  any of  these  customers.  We also  expect  that for the
foreseeable  future a  relatively  small  number of  customers  and value  added
resellers will account for a significant percentage of our revenues. The loss of
any such customer would have a material adverse effect on our operating  results
and financial condition.

We Are Dependent On a Few Key Personnel and We Need to Attract and Retain Highly
Qualified Technical, Sales, Marketing, Development and Management Personnel.

         Our future  performance  depends in significant part upon the continued
service of key technical, sales and senior management personnel. The loss of the
services of one or more of our key employees,  in particular,  Robert  Thompson,
our  President  and  Chief  Executive  Officer,  or Daniel  M.  Pess,  our Chief
Operating and Financial  Officer,  could have a material  adverse  effect on our
business,   operating  results  and  financial  condition.  We  have  employment
agreements with Mr. Thompson and Mr. Pess that expire in December 2001.

         Our future success also depends on our  continuing  ability to attract,
train and retain highly qualified technical,  sales, marketing,  development and
managerial  personnel.  Competition for such personnel is intense, and we may be
unable to retain key technical,  sales,  development and managerial employees or
attract,   assimilate  or  retain  other  highly  qualified  technical,   sales,
development  and  managerial  personnel in the future.  If we are unable to hire
such personnel on a timely basis, our business,  operating results and financial
condition could be materially adversely affected.

We  Lack  Proprietary  Technology  Protection  of  Our  Products  And  May  Risk
Infringement Upon Technology Developed by Others.

         We rely primarily on a combination  of trade  secrets,  confidentiality
agreements and contractual provisions to protect our proprietary technology.  We
license  rather  than sell our  software  and  require  licensees  to enter into
license agreements that impose certain  restrictions on their ability to utilize
the software.  In addition,  we seek to avoid  disclosure of our trade  secrets,
including  but not  limited  to  requiring  those  persons  with  access  to our
proprietary  information to execute  confidentiality  agreements and restricting
access to our source code. These steps afford only limited protection.  While we
have applied for a patent for our internet streaming  technology,  we are unable
to predict  whether we will receive such patent and we have no other  patents or
patent  applications  pending.  Despite our  efforts to protect our  proprietary
rights,  unauthorized  parties  may attempt to copy  aspects of our  products or
obtain and use information that we regard as proprietary.  Policing unauthorized
use of our products

                                       -6-
may be  difficult  and  costly,  and  software  piracy may  become a  persistent
problem.  In  addition,  the laws of some  foreign  countries do not protect our
proprietary rights to as great an extent as do the laws of the United States. We
are unable to predict  whether our means of protecting  our  proprietary  rights
will be  adequate or whether  competitors  will  independently  develop the same
technology.

         From time to time, third parties may assert patent, copyright and other
intellectual  property claims against us. If we are unable to license  protected
technology  that  may be used in our  products,  we  could  be  prohibited  from
manufacturing and marketing such products. We also could incur substantial costs
to redesign our products,  to defend any legal action taken against us or to pay
damages to any infringed  party.  Litigation,  which could result in substantial
cost to and  diversion of our  resources,  may be necessary to enforce our other
intellectual property rights or to defend us against claimed infringement of the
rights of others.

We Intend to Expand Our  International  Sales,  But There Are Substantial  Risks
Involved,  Including Effectively  Establishing Additional Foreign Operations and
Foreign Regulatory Concerns.

         Our international  sales for the three months ended March 31, 2000, and
for the fiscal year ended December 31, 1999, were  approximately  13% and 49% of
our  total  revenue,   respectively.  We  intend  to  expand  our  international
operations and to enter  additional  international  markets,  which will require
significant  management  attention and financial  resources and could  adversely
affect  our  business,  operating  results  or  financial  condition.  To expand
international   sales  successfully,   we  must  establish   additional  foreign
operations,  hire  additional  personnel  and recruit  additional  international
resellers and  distributors.  If we are unable to do so in a timely manner,  our
growth,  if any,  in  international  sales will be  limited,  and our  business,
operating  results  and  financial  condition  could  be  materially   adversely
affected.  We anticipate  that  expanded  international  sales,  if any, will be
denominated  in U.S.  dollars.  An  increase  in the  value of the  U.S.  dollar
relative to foreign  currencies  could make our  products  more  expensive  and,
therefore,  potentially  less  competitive  in those markets.  Additional  risks
inherent in our future international business activities generally include:

         o         unexpected changes in regulatory requirements

         o         tariffs and other trade barriers

         o         costs of localizing products for foreign countries

         o         longer accounts receivable payment cycles

The Market Price of Our Common Stock Is Volatile.

         The market price of our common  stock has in the past been,  and may in
the future continue to be, volatile.  For instance,  between January 1, 1999 and
June 13, 2000,  the closing  price of our common stock has ranged  between $1.41
and $10.94.  The  volatility of the market price of our common stock may further
increase now that our common stock has been  delisted  from the Nasdaq  SmallCap
Market.  A variety of events may cause the market  price of our common  stock to
fluctuate significantly, including:

         o         quarter to quarter variations in operating results

         o         adverse news announcements

         o         the introduction of new products

         o         market conditions in the industry

                                       -7-
In  addition,   the  stock  market  in  recent  years  has  experienced
significant price and volume  fluctuations  that have particularly  affected the
market prices of equity  securities of many  companies that service the software
industry and that often have been unrelated to the operating performance of such
companies.  These  market  fluctuations  may  adversely  affect the price of our
common stock.

We Have a Significant  Amount of Authorized But Unissued  Preferred Stock, Which
May Affect the Likelihood of a Change of Control in our Company.

         As of May 31, 2000, our Board of Directors has the  authority,  without
further action by the stockholders, to issue 3,701,700 shares of preferred stock
on such terms and with such rights,  preferences  and  designations,  including,
without limitation  restricting  dividends on our common stock,  dilution of the
voting power of our common stock and  impairing  the  liquidation  rights of the
holders of our common stock, as the Board may determine  without any vote of the
stockholders.  Issuance  of such  preferred  stock,  depending  upon the rights,
preferences and designations thereof may have the effect of delaying,  deterring
or  preventing  a  change  in  control.  In  addition,  certain  "anti-takeover"
provisions of the Delaware  General  Corporation  Law,  among other things,  may
restrict  the  ability  of our  stockholders  to  authorize  a merger,  business
combination or change of control.

We Can Give No Assurances That Our Forward Looking Statements Will Be Correct.

         Certain forward-looking statements,  including statements regarding our
expected financial position,  business and financing plans are contained in this
prospectus  or are  incorporated  in  documents  annexed  as  exhibits  to  this
prospectus.  These forward-looking  statements reflect our views with respect to
future events and financial performance. The words, "believe," "expect," "plans"
and "anticipate" and similar expressions  identify  forward-looking  statements.
Although we believe  that the  expectations  reflected  in such  forward-looking
statements are reasonable,  we can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from such  expectations are disclosed in this prospectus.  All
subsequent written and oral  forward-looking  statements  attributable to us are
expressly qualified in their entirety by the cautionary  statements.  We caution
readers not to place undue reliance on these forward-looking  statements,  which
speak only as of their dates.  We undertake no obligations to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.

                                       -8-
THE COMPANY

         We  develop  and  market  proprietary  business  intelligence  software
solutions that enable business managers to make strategic decisions,  leveraging
existing  corporate  data.  Through  the  evolution  of  technology,  businesses
operating  in  transaction  intensive  industries,  such as  telecommunications,
healthcare,  insurance and financial services, have dramatically increased their
ability  to gather  and store  large  amounts  of data  generated  from  various
sources.  Such data  contains  information  that, if extracted  effectively  and
efficiently,  can be used to  enhance  strategic  corporate  development.  While
companies have invested heavily in capturing data, they have only begun to focus
significant resources on the management and analysis of such data; consequently,
the data gathering and analysis industry is experiencing significant growth. The
Company  developed  its products in response to the need by companies to analyze
these increasing volumes of data.

         In the third  quarter of 1996,  we began the  process of  shifting  its
focus from using its proprietary  technologies to provide contract data analysis
services, to the sale and support of its proprietary products,  thereby enabling
customers to do their own analysis.  The process was substantially  completed in
1998. We have realized limited sales of our products.

         We were  incorporated  in  Delaware  in 1997 and are the  successor  by
merger to CrossZ International, Inc., a California corporation,  incorporated in
1989.  In May 1998,  the name of the Company was  changed  from CrossZ  Software
Corporation  to  QueryObject  Systems  Corporation  to reflect the change in the
Company's  focus.  Unless  otherwise  indicated,  references to the Company also
include its predecessor and its  subsidiaries,  internetQueryObject  Corporation
and  QueryObject  Systems  Corporation,  Ltd. In January 2000, we  consummated a
one-for-three reverse stock split of our Common Stock.

         Our principal  executive  offices are located at One Expressway  Plaza,
Suite  208,  Roslyn  Heights,  New York  11577.  Our  telephone  number is (516)
228-8500.

                                 USE OF PROCEEDS

         The shares of common stock offered hereby are being  registered for the
account of the selling stockholders identified in this prospectus.  See "Selling
Stockholders." All net proceeds from the sale of the common stock will go to the
stockholders  who offer and sell their  shares.  We will not receive any part of
the proceeds  from such sales of common  stock.  We will,  however,  receive the
exercise  price of the  options  at the time of  their  exercise.  If all of the
options are  exercised,  we will realize  proceeds in the amount of  $9,614,871.
Such  proceeds  will be  contributed  to  working  capital  and will be used for
general corporate purposes.

                              SELLING STOCKHOLDERS

         This  Prospectus  relates to the reoffer and resale of shares issued or
that may be issued to the selling  stockholders under our 1991 Stock Option Plan
and our 2000 Stock Option or under consulting agreements.

         The following table sets forth (i) the number of shares of common stock
beneficially owned by each selling  stockholder at May 31, 2000, (ii) the number
of shares to be offered for resale by each selling  stockholder (i.e., the total
number  of  shares   underlying   options  held  by  each  selling   stockholder
irrespective  of whether such options are presently  exercisable  or exercisable
within  sixty days of May 31,  2000),  and (iii) the number  and  percentage  of
shares  of our  common  stock  to be  held  by each  selling  stockholder  after
completion of the offering.

                                       -9-
Number of       Percentage
                                                                                     shares of      of Class to
                                                                                      Common          be Owned
                                                                   Number of        Stock After        After
                                         Number of shares of     Shares to be       Completion       Completion
                                         Common Stock Owned       Offered for         of the           of the
           Name                          at May 31, 2000 (1)        Resale         Offering (2)       Offering
---------------------------------    ------------------------    ------------     -------------     -------------
Robert Thompson(3)                              152,976            330,000                0              0
Daniel Pess(4)                                  155,221            330,000                0              0
Alan Kaufman(5)                                 180,415            105,500          108,333
Amy Newmark(6)                                  167,089            109,000           78,200
Rino Bergonzi(7)                                  8,889             15,500                0              0
Andre Szykier(8)                                110,250             47,167           68,583
Barry Rubenstein(9)                           2,886,843             50,000        2,849,691
Irwin Lieber (10)                             2,023,002             50,000        1,987,502
----------------
* Less than one percent

(1)      A person is deemed to be the beneficial owner of voting securities that
         can be  acquired  by such  person  within 60 days after the date hereof
         upon the exercise of options, warrants or convertible securities.  Each
         beneficial owner's percentage  ownership is determined by assuming that
         options,  warrants  or  convertible  securities  that  are held by such
         person (but not those held by any other  person) and that are currently
         exercisable  (i.e.,  that are exercisable  within 60 days from the date
         hereof)  have been  exercised.  Unless  otherwise  noted,  the  Company
         believes  that all  persons  named in the table  have sole  voting  and
         investment power with respect to all shares beneficially owned by them.

(2)      Consists of shares issuable upon the exercise of options both currently
         and not currently exercisable.

(3)      Consists of shares of Common Stock  issuable  upon exercise of options.
         Mr.  Thompson joined the Company in September 1997 as Vice President of
         Marketing,  became Senior Vice President of Marketing in April 1998 and
         was named President and Chief  Executive  Officer in December 1998. Mr.
         Thompson became Chairman of the Board in May 1999.

(4)      Consists of 153,138  shares of Common Stock  issuable  upon exercise of
         options.  Mr. Pess joined the Company in July 1994 as Vice President of
         Finance and Administration and was promoted to Senior Vice President of
         Finance and  Administration  in October 1997.  Since December 1996, Mr.
         Pess has also  served as Chief  Financial  Officer of the  Company  and
         since August 1997 Mr. Pess has served as Secretary of the Company.  Mr.
         Pess  was  also  named  Chief  Operating  Officer  and  Executive  Vice
         President of the Company in December  1998 and became a Director in May
         1999.

(5)      Includes  72,088  shares of Common  Stock  issuable  upon  exercise  of
         options. Mr. Kaufman is a Director of the Company and was President and
         Chief Executive Officer from October 1997 to December 1998 and Chairman
         from May 1998 to May 1999.

(6)      Includes  88,889  shares of Common  Stock  issuable  upon  exercise  of
         options. Ms. Newmark has been a Director of the Company since May 1998.

                                      -10-
(7)      Consists of shares of Common Stock  issuable  upon exercise of options.
         Mr. Bergonzi has been a director of the Company since August 1997.

(8)      Includes  104  shares  of  Common  Stock  owned  by Remy  Szykier,  Mr.
         Syzkier's  daughter  and 41,667  shares of Common Stock  issuable  upon
         exercise of options. Mr. Syzkier's daughter.  Mr. Szykier, a co-founder
         of the Company,  is currently a Director of the Company and  previously
         served as its Vice  President  and Chief  Technology  Officer since the
         inception of the Company in February 1989 until December 1998.

(9)      Based upon  information  contained  in a report on a Schedule  13D (the
         "Wheatley  13D") filed jointly by Barry  Rubenstein,  Wheatley  Foreign
         Partners,   L.P.   ("Wheatley   Foreign"),   Wheatley  Partners,   L.P.
         ("Wheatley"),   Seneca  Ventures  ("Seneca"),   Woodland  Venture  Fund
         ("Woodland  Fund"),  Woodland  Partners,   Rev-Wood  Merchant  Partners
         ("Rev-Wood"),  Brookwood Partners, L.P. ("Brookwood") and certain other
         entities with the Securities  Exchange  Commission ("SEC") and a Form 4
         filed by Mr.  Rubenstein with the SEC. Includes 37,152 shares of Common
         Stock  issuable upon exercise of options held by Mr.  Rubenstein.  Also
         includes  (a) 1,040 shares of Common Stock  issuable  upon  exercise of
         warrants  held by Woodland  Partners,  (b) 1,040 shares of Common Stock
         issuable  upon exercise of warrants  held by Woodland  Fund,  (c) 1,040
         shares of Common  Stock  issuable  upon  exercise of  warrants  held by
         Seneca,  (d) 1,959 shares of Common  Stock  issuable  upon  exercise of
         warrants  held by  Wheatley  Partners,  (e) 123 shares of Common  Stock
         issuable upon exercise of warrants held by Wheatley Foreign, (f) 16,666
         shares of Common  Stock  issuable  upon  exercise  of  options  held by
         Rev-Wood.   Mr.  Rubenstein   disclaims  beneficial  ownership  of  the
         securities held by Woodland Partners,  Woodland Fund, Seneca, Wheatley,
         Wheatley Foreign, Rev-Wood, and Brookwood,  except to the extent of his
         respective equity interest therein.

(10)     Based on  information  contained in the Wheatley 13D and a Form 4 filed
         by Mr. Leiber and certain other information.  Includes 35,500 shares of
         common Stock issuable upon exercise of options held by Mr. Lieber. Also
         includes  (a) 1,959 shares of Common Stock  issuable  upon  exercise of
         warrants held by Wheatley,  and (b) 123 shares of Common Stock issuable
         upon exercise of warrants held by Wheatley Foreign, of which Mr. Lieber
         disclaims beneficial ownership,  except to the extent of his respective
         equity interest therein.

                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have employed an  underwriter  for the sale of common stock by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this Prospectus.  The selling stockholders will bear all expenses
associated with the sale of the common stock.

         The  selling  stockholders  may offer  their  shares  of  common  stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

         o        On any stock  exchange on which the shares of common stock may
                  be listed at the time of sale
         o        In negotiated transactions
         o        In the over-the-counter market
         o        In a combination of any of the above transactions

         The selling  stockholders may offer their shares of common stock at any
of the following prices:

         o        Fixed prices which may be changed
         o        Market prices prevailing at the time of sale
         o        Prices related to such prevailing market prices
         o        At negotiated prices

         The selling stockholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  stockholders  and/or the  purchasers of shares of common stock for whom
such broker-dealers may act as agents or to

                                      -11-
whom they sell as  principals,  or both (which  compensation  as to a particular
broker-dealer might be in excess of customary commissions).

         Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such sales may be at prices then  prevailing on the OTC Bulletin Board or at
prices related to such prevailing  market prices or at negotiated  prices to its
customers or a combination  of such methods.  The selling  stockholders  and any
broker-dealers  that  act in  connection  with  the  sale  of the  common  stock
hereunder  might be deemed to be  "underwriters"  within the  meaning of Section
2(11) of the Securities Act; any commissions  received by them and any profit on
the resale of shares as principal might be deemed to be  underwriting  discounts
and commissions under the Securities Act. Any such commissions, as well as other
expenses incurred by the selling stockholders and applicable transfer taxes, are
payable by the selling stockholders.

         The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock.  The selling  stockholders  will pay any
sales   commissions   or  other   seller's   compensation   applicable  to  such
transactions.

         We have not  registered or qualified  offers and sales of shares of the
common stock under the laws of any  country,  other than the United  States.  To
comply  with  certain  states'  securities  laws,  if  applicable,  the  selling
stockholders  will  offer  and  sell  their  shares  of  common  stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

         The selling  shareholders  have  represented to us that any purchase or
sale of shares of common stock by them will comply with Regulation M promulgated
under the  Securities  Exchange Act of 1934,  as amended.  In general,  Rule 102
under  Regulation M prohibits any person  connected with a  distribution  of our
common stock (a  "Distribution")  from  directly or  indirectly  bidding for, or
purchasing for any account in which he or she has a beneficial interest,  any of
our common stock or any right to purchase our common stock,  for a period of one
business  day before and after  completion  of his or her  participation  in the
distribution (we refer to that time period as the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  shareholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling shareholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  shareholders  will sell any
or all of the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

         Certain legal matters in connection  with the issuance of the shares of
common  stock  offered  hereby  have been  passed upon for the Company by Olshan
Grundman  Frome  Rosenzweig & Wolosky LLP, 505 Park Avenue,  New York,  New York
10022.

                                      -12-
EXPERTS

         The consolidated  financial statements  incorporated in this Prospectus
by reference to the Annual Report on Form 10-KSB for the year ended December 31,
1999   have   been   so    incorporated   in   reliance   on   the   report   of
PricewaterhouseCoopers  LLP,  independent  accountants given on the authority of
said firm as experts in auditing and accounting.

                             ADDITIONAL INFORMATION

         We have filed with the Commission a Registration  Statement on Form S-8
under the Securities Act with respect to the Shares offered hereby.  For further
information  with  respect to the Company  and the  securities  offered  hereby,
reference is made to the Registration  Statement.  Statements  contained in this
Prospectus  as to the  contents  of any  contract  or  other  document  are  not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.

                                      -13-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents filed by QueryObject  Systems Corporation (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference and made a part hereof:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 1999;

                  (b) The Company's  Current  Report on Form 8-K filed April 28,
         2000.

                  (c) The  Company's  Quarterly  Report on Form  10-QSB  for the
         quarter ended March 31, 2000.

                  (d) The Company's Application for Registration of common stock
         on Form 8-A dated on November 7, 1997.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all  securities  offered  hereby  have  been  sold  or  which  de-registers  all
securities  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  reports and
documents.

Item 4.  Description of Securities

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         As permitted by the Delaware  General  Corporation  Law  ("DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  or officer to the  Company  for  monetary  damages for
breach of fiduciary duty of care as a director.  Liability is not eliminated for
(i)  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or redemptions  pursuant to Section 174 of the DGCL,
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.

         The Company has also entered into indemnification  agreements with each
of its directors and executive officers. The indemnification  agreements provide
that the  directors and executive  officers will be  indemnified  to the fullest
extent  permitted by applicable law against all expenses  (including  attorneys'
fees),  judgments,  fines and  amounts  reasonably  paid or incurred by them for
settlement in any threatened,  pending or completed action,  suit or proceeding,
including any derivative  action,  on account of their services as a director or
officer  of the  Company  or of any  subsidiary  of the  Company or of any other
company or  enterprise  in which they are serving at the request of the Company.
No  indemnification  will be  provided  under  the  indemnification  agreements,
however, to any director or

                                      II-1
executive  officer in certain  limited  circumstances,  including  on account of
knowingly  fraudulent,  deliberately  dishonest  or willful  misconduct.  To the
extent   the   provisions   of  the   indemnification   agreements   exceed  the
indemnification permitted by applicable law, such provision may be unenforceable
or may be  limited  to the  extent  they  are  found  by a  court  of  competent
jurisdiction to be contrary to pubic policy.

Delaware Law

         The  Company is subject to Section 203 of the DGCL,  which  prevents an
"interested  stockholder" (defined in Section 203, generally, as a person owning
15% or more of a  corporation's  outstanding  voting  stock) from  engaging in a
"business combination" with a publicly-held Delaware corporation for three years
following  the date such person became an interested  stockholder,  unless:  (i)
before such person became an interested  stockholder,  the board of directors of
the  corporation  approved the  transaction in which the interested  stockholder
became an interested stockholder or approved the business combination; (ii) upon
consummation  of the transaction  that resulted in the interested  stockholder's
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the  corporation  outstanding at the time the transaction
commenced (subject to certain exceptions), or (iii) following the transaction in
which such person became an interested stockholder,  the business combination is
approved  by the board of  directors  of the  corporation  and  authorized  at a
meeting of  stockholders  by the  affirmative  vote of the holders of 66% of the
outstanding  voting  stock  of the  corporation  not  owned  by  the  interested
stockholder. A "business combination" includes mergers, stock or asset sales and
other   transactions   resulting  in  a  financial  benefit  to  the  interested
stockholder.

         The  provisions  of  Section  203 of the DGCL  could have the effect of
delaying, deferring or preventing a change in the control of the Company.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

          Exhibit Index

         4(a)   - Amended  and  Restated 1991 Plan,  previously filed as Exhibit
                  4(a) to the Company's Registration Statement on Form S-8,filed
                  in February 1999.

         *4(b)  - 2000 Stock Option Plan

         *5     - Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

         *23(a) - Consent of Pricewaterhouse Coopers LLP, independent auditors.

                                                         II-2
*23(b) - Consent of Olshan  Grundman  Frome  Rosenzweig  & Wolosky  LLP
                  (included in its opinion filed as Exhibit 5).

         *24    - Powers  of  Attorney  (included  on  signature  page  to  this
                  Registration Statement).

----------------
*        Filed herewith.

Item 9.  Undertakings

         A.       The undersigned registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration   Statement   to  include  any  material
                           information  with respect to the plan of distribution
                           not   previously   disclosed   in  the   Registration
                           Statement or any material change to such  information
                           in the Registration Statement;

                  (2)      That, for the purposes 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; and

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that 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 this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         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  Securities  Act of 1933 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 a
                  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 of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

                                      II-3
D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Roslyn Heights, State of New York on June 27, 2000.

                                        QUERYOBJECT SYSTEMS CORPORATION

                                        By: /s/ Robert Thompson
                                            ------------------------------------
                                            Robert Thompson
                                            Chairman, President and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  each of Robert  Thompson and Daniel M.
Pess his  true and  lawful  attorneys-in-fact  and  agent,  with  full  power of
substitution and resubstitution, for and in his or her name, place and stead, in
any and all  capacities,  to sign  any or all  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 attorney-in-fact and agent, full power and authority to do and perform
each and  every act and thing  requisite  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

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

         Signature                     Title                          Date

/s/ Robert Thompson          Chairman, President, Chief            June 27, 2000
----------------------       Executive Officer and Director
Robert Thompson              (Principal Executive Officer)

/s/ Daniel M. Pess           Executive Vice President, Chief       June 27, 2000
----------------------       Operating Officer, Chief Financial
Daniel M. Pess               Officer and Director (Principal
                             Financial Officer and
                             Principal Accounting Officer)

/s/ Alan W. Kaufman          Director                              June 27, 2000
----------------------
Alan W. Kaufman

/s/ Andre Szykier            Director                              June 27, 2000
----------------------
Andre Szykier

/s/ Rino Bergonzi            Director                              June 27, 2000
----------------------
Rino Bergonzi

/s/ Amy L. Newark            Director                              June 27, 2000
----------------------
Amy L. Newmark

                                      II-5
Amended and Restated 1991 Stock Option Plan and 2000 Stock Option Plan. Pursuant
to the  requirements  of the  Securities  Act of 1933,  the  trustees  (or other
persons who  administer  the 1991 Plan or the 2000 Stock  Option Plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Town of Roslyn Heights, State of
New York on June 27, 2000.

                                       /s/ Rino Bergonzi
                                       -----------------------------------------
                                       Rino Bergonzi
                                       Member of Stock Option Committee

                                       /s/ Amy L. Newmark
                                       -----------------------------------------
                                       Amy L. Newmark
                                       Member of the Stock Option Committee

                                      II-6