As filed with the Securities and Exchange Commission on February 12, 1999
                                                           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.)


                         60 CHARLES LINDBERGH BOULEVARD
                            UNIONDALE, NEW YORK 11553
   (Address, including zip code, of Registrant's principal executive offices)

                         QUERYOBJECT SYSTEMS CORPORATION
                              AMENDED AND RESTATED
                             1991 STOCK OPTION PLAN
                           AND OPTIONS TO CONSULTANTS
                            (Full title of the Plans)


                                 DANIEL M. PESS
                         QUERYOBJECT SYSTEMS CORPORATION
                         60 CHARLES LINDBERGH BOULEVARD
                            UNIONDALE, NEW YORK 11553
                                 (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

<TABLE>
<CAPTION>

                         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
====================================================================================================================================
<S>                                          <C>         <C>        <C>                <C>                       <C>
Common Stock, par value $.001 per share      5,806,000(1)(2)        $0.97(3)           $5,631,820                $1,565.64
====================================================================================================================================
Common Stock, par value $.001 per share        175,000(1)           $8.56(3)           $1,498,000                  $416.44
====================================================================================================================================
Total                                                                                                            $1,982.11
====================================================================================================================================
</TABLE>

<PAGE>

(1)      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 Amended and Restated 1991 Stock Option Plan (the "1991
         Plan") and the consultant options.
(2)      The number of shares  available for the grant of options under the 1991
         Plan has  been  increased  from  1,950,000  to  5,806,000,  subject  to
         stockholder approval.
(3)      Includes an aggregate of 4,386,037 shares with respect to which options
         were granted under the 1991 Plan at an average  exercise  price of $.97
         per  share.  An  additional  1,419,963  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 $.97 as
         reported by the Nasdaq Stock Market ("Nasdaq") on February 10, 1999.

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


                                      -2-
<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, as amended (the "Securities Act"), to register shares of
common stock,  $.001 par value per share (the "Common  Stock"),  of the Company,
issuable pursuant to the 1991 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 up to 5,918,500  shares of Common Stock
acquired  pursuant  to the Plan by  selling  stockholders  who may be  deemed an
"affiliate"  (as such term is defined in Rule 405 under the  Securities  Act) of
the Company.



                                     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.




                                      -3-
<PAGE>

PROSPECTUS

                                5,918,500 SHARES

                         QUERYOBJECT SYSTEMS CORPORATION


         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 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
Nasdaq Stock Market or the Boston Stock Exchange, 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  Nasdaq  SmallCap  Market  under the
symbol "QUOB" and on the Boston Stock  Exchange under the symbol "QOB." The last
reported  sale price on the  Nasdaq  SmallCap  Market  for our  common  stock on
February 10, 1999 was $.97 per share.



--------------------------------------------------------------------------------
     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 4.
--------------------------------------------------------------------------------




--------------------------------------------------------------------------------
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 February 12, 1999.


<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. Our common
stock is listed on the Nasdaq  SmallCap Market and the Boston Stock Exchange and
such  reports  and other  information  may also be  inspected  at the offices of
Nasdaq at 1735 "K" Street,  N.W.,  Washington,  D.C.  20006-1500  and the Boston
Stock Exchange at One Boston Place, Boston, Massachusetts 02108.





                                       -2-
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION                                        2

INCORPORATION BY REFERENCE                                                 3

ABOUT THIS PROSPECTUS                                                      3

RISK FACTORS                                                               4

THE COMPANY                                                               10

USE OF PROCEEDS                                                           10

SELLING STOCKHOLDERS                                                      11

PLAN OF DISTRIBUTION                                                      12

LEGAL MATTERS                                                             13

ADDITIONAL INFORMATION                                                    13


                                      -i-


<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 (the "Exchange Act"):

                  (1)   Our  Annual  Report on Form  10-KSB  for the year  ended
                        December 31, 1997;

                  (2)   Our  Quarterly  Reports on Form 10-QSB for the quarterly
                        periods  ended  March  31,  1998,   June  30,  1998  and
                        September 30, 1998; and

                  (3)   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
                        60 Charles Lindbergh Boulevard
                        Uniondale, New York   11553
                        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.

                                      -3-
<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.

NEGATIVE WORKING CAPITAL;  UNCERTAINTY  REGARDING  RECEIPT OF FUNDS FROM PRIVATE
PLACEMENTS; NEED FOR ADDITIONAL FUNDING

         At September 30, 1998, we had negative  working  capital of $1,743,864.
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.

         We sold  securities in private  placements in October and November 1998
so that we could continue  operations.  In the private  placements,  we received
conditional   commitments  to  purchase   $4,500,000  of  units   consisting  of
convertible  preferred  stock and warrants to purchase  common  stock,  of which
payment for all of the units had been made as of February  1999. We received net
proceeds  of  $4,121,000  from  such  private  placements.  However,  given  our
continued  operating  losses,  we will need  additional  financing  to  continue
operations. Our current projections indicate that if our forecasts are achieved,
we will have enough cash to continue  operations until June 1999. As of the date
of this  Prospectus,  we  have  no  commitments,  agreements  or  understandings
regarding  additional  financing  and we  may be  unable  to  obtain  additional
financing.

ACCUMULATED  DEFICIT;  HISTORICAL AND PROJECTED FUTURE OPERATING  LOSSES;  GOING
CONCERN QUALIFICATION IN INDEPENDENT ACCOUNTANTS' REPORT

         At September 30, 1998, our accumulated deficit was $31,971,100. For the
fiscal  years ended  December  31, 1996 and 1997,  and for the nine months ended
September  30,  1998,  we incurred  net losses of  $4,917,953,  $10,563,484  and
$6,104,114,  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,  1997  states  that  our  recurring  losses  from
operations and negative cash flow from operating  activities  raise  substantial
doubt  about our  ability to  continue  as a going  concern.  We expect that the
independent  accountants' report on our financial  statements for the year ended
December 31, 1998 will contain the same qualification.

         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

                  0    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


LIMITED OPERATING HISTORY; LACK OF SUBSTANTIAL REVENUE

                  We have a limited  operating  history  as a  software  product
company and have made only limited sales of our products. Our total revenues for
the year ended  December  31, 1997 and for the nine months ended  September  30,
1998 were  $1,012,159  and $398,590,  respectively.  Prior to 1997, our revenues
were derived primarily from contract data analysis services,  which we no longer
provide.


                                      -4-
<PAGE>
DEPENDENCE UPON NEW PRODUCTS; UNCERTAIN MARKET ACCEPTANCE

         Substantially  all of our  revenues  for  the  foreseeable  future  are
expected to be derived from sales of QueryObject System. Between January 1, 1995
and September 30, 1998, we had software product revenue from only 12 QueryObject
System  installations  (including those sold pursuant to reseller agreements for
their own internal use), one of which (sold in 1995) was a  pre-production  beta
version.  We only  recently  commenced an  integrated  marketing  effort for our
products.  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  materially  adversely  affect our
business, operating results and financial condition.

POSSIBLE NASDAQ DELISTING; POTENTIALLY LIMITED TRADING MARKET

         Our common stock is listed on the Nasdaq SmallCap Market and the Boston
Stock Exchange.  To remain eligible for listing on the Nasdaq SmallCap Market we
must comply with the following:

         O      our common stock must have a minimum bid price of $1.00;

         O      we must have  minimum  tangible  net assets of  $2,000,000  or a
                market  capitalization  of $35,000,000 or net income of $500,000
                in two of the three prior years; and

         O      we must have a public  float of at least  500,000  shares with a
                market value of at least  $1,000,000;  at least 300 stockholders
                must hold our common stock;  and at least two market makers must
                make a market in it.

         Nasdaq has notified us that our common stock will be delisted.  We have
requested  a hearing  to  appeal  the  delisting.  The  hearing  will be held on
February  19,  1999.  Our common  stock will  continue to be listed on Nasdaq at
least until the date of the hearing. We are unable to predict the outcome of the
hearing,  but based on our review of the  delisting  notice,  we  believe  that,
absent  additional  financing,  our common  stock will be delisted  and that our
common stock may be delisted even if we obtain additional financing.

         The Nasdaq  notification is based in part on  reservations  that Nasdaq
has about our ability to regain and  sustain  compliance  with its net  tangible
asset requirements.  As of September 30, 1998, we had a deficiency of $1,456,798
in net  tangible  assets.  Subsequent  to September  30,  1998,  we received net
proceeds of $4,121,000  from the October and November  1998 private  placements.
Due to actual and anticipated losses subsequent to September 30, 1998,  however,
we do not  expect  to be able to  maintain  for any  sustained  period  at least
$2,000,000  in net  tangible  assets.  We would  be  required  to  enter  into a
transaction or  transactions to raise  additional  equity capital to maintain at
least  $2,000,000  in net tangible  assets.  Such  additional  financing  may be
unavailable to us on acceptable terms or at all.

         Nasdaq has also advised us that the October and  November  1998 private
placements did not receive the requisite approval of the Company's stockholders.
While our stockholders approved a proposal in August 1998 whereby we could issue
an unlimited amount of common stock (and securities  exercisable for such common
stock) in a private  placement,  the purchasers in the October and November 1998
private  placements  required that we issue preferred stock,  which issuance was
not approved by our stockholders.  Nasdaq also believes that the issuance of the
common stock underlying the preferred stock was not specifically approved by our
stockholders.  Moreover, Nasdaq believes that our stockholders lacked sufficient
information  to determine  the effect that the October and November 1998 private
placements  could have on their  voting  rights and  investment  in the Company.
Accordingly,  our common stock could be delisted from Nasdaq even if we are able
to satisfy the net tangible asset requirement.

         If our common stock is delisted from Nasdaq,  trading,  if any, therein
would  thereafter  be conducted  on the OTC Bulletin  Board and the Boston Stock
Exchange. The Boston Stock Exchange will delist our common stock if we have less
than $500,000 in net tangible  assets.  We will not be able to maintain at least
$500,000 in net tangible assets without additional financing or revenues. If our
common stock is delisted from Nasdaq and the Boston Stock  Exchange,  the common
stock could be  considered a penny stock.  SEC  regulations  generally  define a
penny stock to be an equity  security that is not listed on Nasdaq or a national
securities  exchange  and that has a market  price of less than $5.00 per share,
subject  to  certain  exceptions.  The  regulations  of the  SEC  would  require
broker-dealers  to deliver to a purchaser of common stock a disclosure  schedule
explaining  the penny stock  market and the risks  associated  with it.  Various
sales practice  requirements are also imposed on  broker-dealers  who sell penny
stocks to


                                      -5-

<PAGE>

persons other than  established  customers and accredited  investors  (generally
institutions).  In  addition,  broker-dealers  must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  If the common  stock is traded on the OTC  Bulletin  Board and becomes
subject to the  regulations  applicable to penny  stocks,  investors may find it
more  difficult to obtain timely and accurate  quotes and execute  trades in the
common stock.

USE OF INDIRECT CHANNEL PARTNERS TO INCREASE SALES

         As part of our sales and  marketing  efforts we are  seeking to develop
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.

NEED TO ENHANCE  EXISTING  PRODUCTS,  DEVELOP  NEW  PRODUCTS  AND ADAPT TO RAPID
TECHNOLOGICAL CHANGE

         The market for our  software is  characterized  by rapid  technological
change, frequent new product introductions and evolving industry standards.  The
introduction  of products  embodying new  technologies  and the emergence of new
industry  standards can render existing products  obsolete and unmarketable.  We
cannot easily estimate the life cycles of our products.  Our future success will
depend upon our ability to:

         O     enhance existing products

         O     develop  and   introduce   new  products   that  keep  pace  with
               technological developments and emerging industry standards

         O     address the increasingly sophisticated needs of customers

We may be unable to accomplish  these tasks.  Any delays in the  commencement of
commercial  shipments  of new products and  enhancements  could cause  potential
customers  to delay their  decision to purchase our products or to choose to not
purchase  our  products,  which  would  result in  delays in or loss of  product
revenues. In such event, our business, operating results and financial condition
would be materially adversely affected.

DEPENDENCE ON SIGNIFICANT CUSTOMERS

         For the fiscal year ended December 31, 1997, one customer accounted for
65%, and for the nine months ended  September 30, 1998,  one customer  accounted
for 55%, of our total  revenues.  We are unsure if we will  realize  significant
future  revenues  from  either 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.

COMPETITION

         The market for our  products is  intensely  competitive  and subject to
rapid  technological  change. Our competitors  include Hyperion Solutions Corp.,
HNC Software Inc., Red Brick Systems,  Inc.,  Informix Corp., Oracle Corp., IBM,
and Cognos Inc.  Because  there are  relatively  low  barriers to entry into the
software market,  we expect  additional  competition from other  established and
emerging  companies if the business  intelligence  data delivery software market
continues to develop. Our competitors have:

         O     longer operating histories

         O     significantly   greater   financial,   technical   and  marketing
               resources

         O     greater name recognition


                                      -6-
<PAGE>

         O     a larger installed base of customers and products

         O     well-established  relationships  with our current  and  potential
               customers

         O     extensive knowledge of the relational database industry

Our competitors may also be able to offer an integrated hardware and/or software
product that could be more  attractive to potential  customers.  Our competitors
may respond more quickly to new or emerging technologies and changes in customer
requirements, or devote greater resources to the development, promotion and sale
of their  products.  We also expect that software  industry  consolidations  may
create more  formidable  competitors,  resulting in price  reductions that would
reduce  gross  margins and erode any market  share we may  attain,  any of which
could materially adversely affect our business,  operating results and financial
condition.

DEPENDENCE UPON KEY PERSONNEL;  NEED TO INCREASE SALES,  MARKETING,  DEVELOPMENT
AND TECHNICAL 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
Officer and Chief Financial Officer, could have a material adverse effect on our
business,  operating  results and  financial  condition.  We have an  employment
agreement  with Mr.  Thompson that expires in October,  1999,  and an employment
agreement  with Mr. Pess that expires in May,  1999. We are unsure if we will be
able to agree with either of Messrs. Thompson or Pess on the terms of extensions
to their employment agreements prior to the expiration of these agreements.

         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.

LACK OF PROPRIETARY TECHNOLOGY PROTECTION; RISKS OF INFRINGEMENT

         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.  We have
no 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  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 ourselves against claimed infringement
of the rights of others.


                                      -7-
<PAGE>
POTENTIAL FLUCTUATIONS IN PERIODIC RESULTS

         Our  revenues may vary  significantly  from period to period due to the
discretionary nature of business  intelligence data delivery software purchases,
and will be  difficult  to  predict.  Sales  prices of our  products  range from
$50,000 to over $275,000. As a result, the timing of the receipt and shipment of
a single order can  significantly  impact our revenues and results of operations
for a particular period. We anticipate that product revenues in any quarter will
be substantially  dependent on orders booked and shipped in that quarter, and we
are  unable to predict  revenues  for any future  quarter  with any  significant
degree of certainty.

RISK OF PRODUCT DEFECTS; PRODUCT LIABILITY

         Any new products we develop would be subject to  significant  technical
risks. Our software  products are complex and may contain  undetected  errors or
failures when we first  introduce  them or when we release new versions of them.
Although we have not experienced  material  adverse  effects  resulting from any
errors to date,  our products  could  contain  errors.  If our products  contain
errors,  we could experience a loss of or delay in market  acceptance.  While we
have not experienced product liability claims to date, our product licensing and
support may entail the risk of such claims.  A significant  product  defect or a
successful  product  liability  claim  brought  against us could have a material
adverse effect on our business, operating results and financial condition.

INTERNATIONAL OPERATIONS

         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  of  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 our
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

POSSIBLE VOLATILITY OF SECURITIES PRICES

         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, 1998 and
February 3, 1999,  the closing price of our common stock has ranged between $.50
and $5.50. 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

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

                                      -8-
<PAGE>
ISSUANCE OF PREFERRED STOCK; ANTI-TAKEOVER PROVISIONS

         Our Board of Directors has the authority, without further action by the
stockholders,  to issue 9,000 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 our
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.

NO DIVIDENDS.

         We have never paid cash  dividends  on our common  stock.  We expect to
incur net losses for the foreseeable future.

OUTSTANDING OPTIONS, WARRANTS AND CONVERTIBLE PREFERRED STOCK

         We have  outstanding  options to purchase  an  aggregate  of  5,001,037
shares of our common  stock at a weighted  average  exercise  price of $1.63 per
share  (including  options to purchase  2,614,492 shares at an exercise price of
$.94 per share  which are  subject  to the  approval  of our  stockholders  of a
proposal to an increase the number of shares  reserved  for  issuance  under our
stock  option  plan) and  outstanding  warrants  to  purchase  an  aggregate  of
3,494,757  shares of common stock at a weighted  average exercise price of $4.09
per share. As a result of the October and November 1998 private  placements,  we
also have outstanding shares of convertible preferred stock that are convertible
into an aggregate of 9,900,000  shares of common stock and outstanding  warrants
to purchase an  aggregate  of  6,187,500  shares of common stock at a conversion
price of $.50 per share. The exercise of all of outstanding warrants and options
and/or the  conversion  of the  outstanding  convertible  preferred  stock would
dilute the then-existing stockholders' percentage ownership of the common stock,
and any  sales in the  public  market of the  common  stock  issuable  upon such
exercise and conversion could adversely affect  prevailing market prices for the
common  stock.  Moreover,  the  terms  upon  which we  would  be able to  obtain
additional  equity  capital could be adversely  affected  because the holders of
such  securities  can be expected to exercise or convert  them at a time when we
would,  in all  likelihood,  be able to obtain any needed  capital on terms more
favorable to than those provided by such securities.

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS

         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.  Readers are
cautioned 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.

YEAR 2000 COMPLIANCE

         We have  commenced  an  assessment  of the  readiness  of our  internal
business  information  systems  for  handling  the Year  2000 and the Year  2000
compliance  of our  products.  We believe that we will need to modify or replace
portions  of our  internal  business  information  systems  to ensure  Year 2000
compliance  and we expect  that we will  successfully  address  Year 2000 issues
relating to our internal business information systems by the end of fiscal 1999.

         We believe that our current products are Year 2000 compliant.  However,
it is possible that current or future  customers  will assert claims  against us
with  respect to Year 2000 issues and, in the event such claims are asserted and
adjudicated in favor of these customers, our liability could be material. We are
taking steps to identify  affected  customers and assist them in assessing risks
that  may be  associated  with  our  products.  We may  incur


                                      -9-
<PAGE>

increasing  costs regarding  customer  service related to these actions over the
next few years. As our customer service programs are currently  ongoing,  we are
unsure of the scope of any resulting  Year 2000 issues and  potential  liability
resulting from such issues. We do not know the potential impact on our business,
operating results and financial condition with respect to these matters.

         We have had discussions with our significant vendors, service providers
and large  customers  to  evaluate  Year 2000  issues,  if any,  relating to the
interaction of their systems with our internal systems. We have not yet received
written compliance  information from these third parties and we cannot currently
determine  when we will  receive  all of this  information.  Thus,  despite  the
initiation of these discussions,  we lack the information  necessary to estimate
the  potential  impact of Year 2000  compliance  issues  relating to these third
parties  and their  interaction  with us and are unsure of when we will  receive
such information.

         While we have not incurred any material expenditures in connection with
identifying or evaluating Year 2000 compliance issues, there can be no assurance
that our Year 2000  compliance  costs will  continue at this level.  Most of our
expenses  have related to the  opportunity  cost of time spent by our  employees
evaluating  our  internal  business  information  systems,  our products and the
interaction  of our  internal  business  information  systems  with the internal
systems of third  parties.  Although we are unaware of any material  operational
issues or costs  associated  with  preparing our internal  business  information
systems and products for the Year 2000, we are unsure that we will avoid serious
unanticipated  negative  consequences and/or material costs caused by undetected
errors or defects in our technology.  Such unanticipated  negative  consequences
and/or material costs, if incurred,  could have a material adverse effect on our
business, operating results or financial condition.

         Because we are unaware of any material Year 2000 compliance  issues, we
lack a Year  2000-specific  contingency plan. If Year 2000 compliance issues are
discovered, we will evaluate the need for one or more contingency plans relating
to  such  issues.  If  we  are  unable  to  develop  and  implement  appropriate
contingency  plans, as needed,  in a timely manner, we may experience delays in,
or increased costs  associated  with,  implementation  of changes to address any
such  issues,  which  could  have a  material  adverse  effect on our  business,
operating results or financial condition.

                                   THE COMPANY

         We  develop  and  market  business  intelligence  software  that  helps
business  managers to  efficiently  use data to make strategic  decisions.  Many
businesses generate,  gather and store large amounts of data. This data contains
information  that,  if extracted  effectively  and  efficiently,  can be used to
enhance  decision  making.  While  companies have invested  heavily in capturing
data,  they have  only  recently  begun to focus  significant  resources  on the
management  and analysis of that data.  We developed our products in response to
businesses' desire to analyze their data.

         In the third  quarter  of 1996,  we  shifted  our focus  from using the
software we developed for providing  contract data analysis  services to selling
the  software  itself.  We have not yet made  significant  sales of our software
product.

         In  September  1998,  we  implemented  a plan  to  reduce  our  monthly
operating  costs,  which included the  termination of  approximately  20% of our
employees.

         Our  principal  executive  offices are located at 60 Charles  Lindbergh
Boulevard, Uniondale, New York 11553. 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  $5,752,456.
Such  proceeds  will be  contributed  to  working  capital  and will be used for
general corporate purposes.

                                      -10-
<PAGE>
                              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.

         The following table sets forth (i) the number of shares of common stock
beneficially  owned by each selling  stockholder  at January 31, 1998,  (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 January 31, 1999),  and (iii) the number and  percentage of
shares  of our  common  stock  to be  held  by each  selling  stockholder  after
completion of the offering.

<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 January 31, 1991(1)        Resale       Offering(2)         Offering
          ----                  ----------------------        ------       -----------         --------
<S>                               <C>                       <C>          <C>                    <C> 
Alan Kaufman(3)                      325,000                 300,000        325,000               5.8%
Amy Newmark(4)                       361,000                 300,000        361,000               6.4%
Rino Bergonzi(5)                      10,000                  30,000              0                 0
Andre Szykier(6)                     213,750                 125,000        213,750               4.1%
Irwin Jacobs(7)                       10,000                  30,000              0                 0
Robert Thompson(8)                    23,414                 400,000              0                 0
Daniel Pess(9)                        40,886                 400,000              0                 0
Barry Rubenstein(10)               5,822,156                 206,250      5,615,906              55.4%
</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 (i) 200,000  shares common stock that are issuable upon the
         conversion  of  Series A  Preferred  Stock and (ii)  125,000  shares of
         common stock that are issuable  upon the exercise of Series A Warrants.
         Mr. Kaufman has been the Company's  Chairman of the Board since October
         1997 and was President and Chief Executive Officer from October 1997 to
         December 1998.

(4)      Consists of (i) 26,000  shares of common stock that are owned  directly
         by Ms. Newmark, (ii) 200,000 shares common stock that are issuable upon
         the conversion of Series A Preferred  Stock and (iii) 125,000 shares of
         common stock that are issuable  upon the exercise of Series A Warrants.
         Ms. Newmark has been a Director of the Company since May 1998.

(5)      Consists of 10,000  shares of Common Stock  issuable  upon  exercise of
         options.  Mr.  Bergonzi has been a director of the of the Company since
         August 1997.

(6)      Includes  312  shares  of  Common  Stock  owned  by Remy  Szykier,  Mr.
         Syzkier's  daughter.  Mr.  Szykier,  a co-founder  of the Company,  has
         served as its Vice  President  and Chief  Technology  Officer since the
         inception of the Company in February 1989.

                                      -11-

<PAGE>

(7)      Mr. Jacobs has been a director since May 1998.

(8)      Mr.  Thompson joined the Company in September 1997 as Vice President of
         Marketing  and was named  President  and  Chief  Executive  Officer  in
         December 1998.

(9)      Consists of 40,886  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 of the Company in December
         1998.

(10)     Based  upon  information  contained  in a report on  Schedule  13D (the
         "Wheatley  13D") filed jointly by Barry  Rubenstein,  Wheatley  Foreign
         Partners,   L.P.   ("Wheatley   Foreign"),   Wheatley  Partners,   L.P.
         ("Wheatley"),   Seneca  Ventures,   Woodland  Venture  Fund,   Woodland
         Partners,  Rev-Wood  Merchant  Partners and certain other entities with
         the SEC.  Includes  (i) 56,250  shares of common  stock  issuable  upon
         exercise of options,  (ii) 50,000 shares of common stock  issuable upon
         exercise of Series A Warrants and (iii)  80,000  shares of common stock
         issuable upon  conversion of shares of Series A Preferred Stock held by
         Mr. Rubenstein. Also includes (a) 3,125 shares of common stock issuable
         upon  exercise of warrants  held by Woodland  Partners,  (b)(i)  38,125
         shares of common stock issuable upon exercise of warrants,  (ii) 40,000
         shares of common stock  issuable upon  conversion of shares of Series A
         Preferred  Stock and (iii) 16,000 shares of common stock  issuable upon
         conversion of shares of Series B Preferred  Stock, all of which is held
         by Woodland  Fund,  (c)(i) 38,125 shares of common stock  issuable upon
         exercise of warrants,  (ii) 40,000 shares of common stock issuable upon
         conversion  of  shares  of Series A  Preferred  Stock and (iii)  16,000
         shares of common stock  issuable upon  conversion of shares of Series B
         Preferred Stock, all of which is held by Seneca,  (d)(i) 557,879 shares
         of common  stock  issuable  upon  exercise of warrants and (ii) 883,200
         shares of common stock  issuable upon  conversion of shares of Series A
         Preferred Stock, all of which is held by Wheatley, (e)(i) 48,371 shares
         of common  stock  issuable  upon  exercise of warrants  and (ii) 76,800
         shares of common stock  issuable upon  conversion of shares of Series A
         Preferred  Stock,  all of which is held by  Wheatley  Foreign,  and (f)
         200,000  shares of common stock  issuable upon exercise of options held
         by Rev-Wood  Merchant  Partners.  Mr. Rubenstein  disclaims  beneficial
         ownership of the securities held by Woodland  Partners,  Woodland Fund,
         Seneca,  Wheatley,  Wheatley  Foreign and Rev-Wood  Merchant  Partners,
         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 whom they sell as  principals,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary  commissions).


                                      -12-
<PAGE>

         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 Nasdaq 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. Steven Wolosky, a member of such firm, beneficially owns 65,000 shares of
our common stock.



                             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



                                      -13-
<PAGE>

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.












                                      -14-
<PAGE>
               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, 1997;



                (b) The  Company's  Quarterly  Reports  on Form  10-QSB  for the
          quarters  ended March 31, 1997,  June 30, 1998 and September 30, 1998;
          and



                (c) The description of the Company's securities contained in the
          Company's  Registration  Statement  on Form 8-A filed 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 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Steven Wolosky,  a member of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, 505 Park Avenue, New York, New York 10022,  beneficially owns 65,000 shares
of the Company's common stock.


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 executive officer in certain limited  circumstances,
including on account of knowingly fraudulent,  deliberately dishonest or willful


<PAGE>

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.





                                      II-2


<PAGE>
ITEM 8.  EXHIBITS

         EXHIBIT INDEX

        *4(a)  -     The 1991 Plan

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

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

         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


                                      II-3
<PAGE>

              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.

         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 City of New York,  State of New York on  February  11,
1999.


                                      QUERYOBJECT SYSTEMS CORPORATION


                                      By: /S/ ROBERT THOMPSON
                                          -----------------------
                                          Robert Thompson
                                          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/ ALAN W. KAUFMAN              Chairman of the Board         February 11, 1999
-----------------------------
Alan W. Kaufman


/S/ ROBERT THOMPSON              President and Chief            February 11, 999
-----------------------------    Executive Officer(Principal
Robert Thompson                  Executive Officer)


/S/ DANIEL M. PESS               Executive Vice President,     February 11, 1999
-----------------------------    Chief Operating Officer and 
Daniel M. Pess                   Chief Financial Officer
                                 (Principal Financial Officer
                                 and Principal Accounting
                                 Officer)

/S/ ANDRE SZYKIER                Director                      February 11, 1999
-----------------------------
Andre Szykier

/S/ RINO BERGONZI                Director                      February 11, 1999
-----------------------------
Rino Bergonzi


/S/ IRWIN JACOBS                 Director                      February 11, 1999
-----------------------------
Irwin Jacobs


/S/ AMY L. NEWMARK               Director                      February 11, 1999
-----------------------------
Amy L. Newmark




                                      II-5
<PAGE>

AMENDED AND RESTATED 1991 STOCK OPTION PLAN. Pursuant to the requirements of the
Securities  Act of 1933,  the trustees (or other persons who administer the 1991
Plan) have duly caused this registration statement to be signed on its behalf by
the undersigned,  thereunto duly  authorized,  in the City of New York, State of
New York on February 11, 1999.


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


                                       /s/ Amy L. Newmark
                                       -----------------------------------------
                                       Amy L. Newmark
                                       Member of the Stock Option Committee
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 75091}]
{"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": "333-72337", "film-number": "99538045"}, "business-address": {"street1": "60 CHARLES LINDBERG BLVD", "city": "VINONDALE", "state": "NY", "zip": "11553"}, "mail-address": {"street1": "60 CHARLES LINDBERGH BLVD", "city": "VNIONDALE", "state": "NY", "zip": "11553"}, "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 February 12, 1999
                                                           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.)

                         60 CHARLES LINDBERGH BOULEVARD
                            UNIONDALE, NEW YORK 11553
   (Address, including zip code, of Registrant's principal executive offices)

                         QUERYOBJECT SYSTEMS CORPORATION
                              AMENDED AND RESTATED
                             1991 STOCK OPTION PLAN
                           AND OPTIONS TO CONSULTANTS
                            (Full title of the Plans)

                                 DANIEL M. PESS
                         QUERYOBJECT SYSTEMS CORPORATION
                         60 CHARLES LINDBERGH BOULEVARD
                            UNIONDALE, NEW YORK 11553
                                 (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 value $.001 per share      5,806,000(1)(2)        $0.97(3)           $5,631,820                $1,565.64
====================================================================================================================================
Common Stock, par value $.001 per share        175,000(1)           $8.56(3)           $1,498,000                  $416.44
====================================================================================================================================
Total                                                                                                            $1,982.11
====================================================================================================================================
(1)      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 Amended and Restated 1991 Stock Option Plan (the "1991
         Plan") and the consultant options.
(2)      The number of shares  available for the grant of options under the 1991
         Plan has  been  increased  from  1,950,000  to  5,806,000,  subject  to
         stockholder approval.
(3)      Includes an aggregate of 4,386,037 shares with respect to which options
         were granted under the 1991 Plan at an average  exercise  price of $.97
         per  share.  An  additional  1,419,963  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 $.97 as
         reported by the Nasdaq Stock Market ("Nasdaq") on February 10, 1999.

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

                                      -2-
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, as amended (the "Securities Act"), to register shares of
common stock,  $.001 par value per share (the "Common  Stock"),  of the Company,
issuable pursuant to the 1991 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 up to 5,918,500  shares of Common Stock
acquired  pursuant  to the Plan by  selling  stockholders  who may be  deemed an
"affiliate"  (as such term is defined in Rule 405 under the  Securities  Act) of
the Company.

                                     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.

                                      -3-
PROSPECTUS

                                5,918,500 SHARES

                         QUERYOBJECT SYSTEMS CORPORATION

         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 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
Nasdaq Stock Market or the Boston Stock Exchange, 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  Nasdaq  SmallCap  Market  under the
symbol "QUOB" and on the Boston Stock  Exchange under the symbol "QOB." The last
reported  sale price on the  Nasdaq  SmallCap  Market  for our  common  stock on
February 10, 1999 was $.97 per share.

--------------------------------------------------------------------------------
     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 4.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
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 February 12, 1999.
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. Our common
stock is listed on the Nasdaq  SmallCap Market and the Boston Stock Exchange and
such  reports  and other  information  may also be  inspected  at the offices of
Nasdaq at 1735 "K" Street,  N.W.,  Washington,  D.C.  20006-1500  and the Boston
Stock Exchange at One Boston Place, Boston, Massachusetts 02108.

                                       -2-
WHERE YOU CAN FIND MORE INFORMATION                                        2

INCORPORATION BY REFERENCE                                                 3

ABOUT THIS PROSPECTUS                                                      3

RISK FACTORS                                                               4

THE COMPANY                                                               10

USE OF PROCEEDS                                                           10

SELLING STOCKHOLDERS                                                      11

PLAN OF DISTRIBUTION                                                      12

LEGAL MATTERS                                                             13

ADDITIONAL INFORMATION                                                    13

                                      -i-
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 (the "Exchange Act"):

                  (1)   Our  Annual  Report on Form  10-KSB  for the year  ended
                        December 31, 1997;

                  (2)   Our  Quarterly  Reports on Form 10-QSB for the quarterly
                        periods  ended  March  31,  1998,   June  30,  1998  and
                        September 30, 1998; and

                  (3)   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
                        60 Charles Lindbergh Boulevard
                        Uniondale, New York   11553
                        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.

                                      -3-
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.

NEGATIVE WORKING CAPITAL;  UNCERTAINTY  REGARDING  RECEIPT OF FUNDS FROM PRIVATE
PLACEMENTS; NEED FOR ADDITIONAL FUNDING

         At September 30, 1998, we had negative  working  capital of $1,743,864.
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.

         We sold  securities in private  placements in October and November 1998
so that we could continue  operations.  In the private  placements,  we received
conditional   commitments  to  purchase   $4,500,000  of  units   consisting  of
convertible  preferred  stock and warrants to purchase  common  stock,  of which
payment for all of the units had been made as of February  1999. We received net
proceeds  of  $4,121,000  from  such  private  placements.  However,  given  our
continued  operating  losses,  we will need  additional  financing  to  continue
operations. Our current projections indicate that if our forecasts are achieved,
we will have enough cash to continue  operations until June 1999. As of the date
of this  Prospectus,  we  have  no  commitments,  agreements  or  understandings
regarding  additional  financing  and we  may be  unable  to  obtain  additional
financing.

ACCUMULATED  DEFICIT;  HISTORICAL AND PROJECTED FUTURE OPERATING  LOSSES;  GOING
CONCERN QUALIFICATION IN INDEPENDENT ACCOUNTANTS' REPORT

         At September 30, 1998, our accumulated deficit was $31,971,100. For the
fiscal  years ended  December  31, 1996 and 1997,  and for the nine months ended
September  30,  1998,  we incurred  net losses of  $4,917,953,  $10,563,484  and
$6,104,114,  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,  1997  states  that  our  recurring  losses  from
operations and negative cash flow from operating  activities  raise  substantial
doubt  about our  ability to  continue  as a going  concern.  We expect that the
independent  accountants' report on our financial  statements for the year ended
December 31, 1998 will contain the same qualification.

         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

                  0    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

LIMITED OPERATING HISTORY; LACK OF SUBSTANTIAL REVENUE

                  We have a limited  operating  history  as a  software  product
company and have made only limited sales of our products. Our total revenues for
the year ended  December  31, 1997 and for the nine months ended  September  30,
1998 were  $1,012,159  and $398,590,  respectively.  Prior to 1997, our revenues
were derived primarily from contract data analysis services,  which we no longer
provide.

                                      -4-
DEPENDENCE UPON NEW PRODUCTS; UNCERTAIN MARKET ACCEPTANCE

         Substantially  all of our  revenues  for  the  foreseeable  future  are
expected to be derived from sales of QueryObject System. Between January 1, 1995
and September 30, 1998, we had software product revenue from only 12 QueryObject
System  installations  (including those sold pursuant to reseller agreements for
their own internal use), one of which (sold in 1995) was a  pre-production  beta
version.  We only  recently  commenced an  integrated  marketing  effort for our
products.  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  materially  adversely  affect our
business, operating results and financial condition.

POSSIBLE NASDAQ DELISTING; POTENTIALLY LIMITED TRADING MARKET

         Our common stock is listed on the Nasdaq SmallCap Market and the Boston
Stock Exchange.  To remain eligible for listing on the Nasdaq SmallCap Market we
must comply with the following:

         O      our common stock must have a minimum bid price of $1.00;

         O      we must have  minimum  tangible  net assets of  $2,000,000  or a
                market  capitalization  of $35,000,000 or net income of $500,000
                in two of the three prior years; and

         O      we must have a public  float of at least  500,000  shares with a
                market value of at least  $1,000,000;  at least 300 stockholders
                must hold our common stock;  and at least two market makers must
                make a market in it.

         Nasdaq has notified us that our common stock will be delisted.  We have
requested  a hearing  to  appeal  the  delisting.  The  hearing  will be held on
February  19,  1999.  Our common  stock will  continue to be listed on Nasdaq at
least until the date of the hearing. We are unable to predict the outcome of the
hearing,  but based on our review of the  delisting  notice,  we  believe  that,
absent  additional  financing,  our common  stock will be delisted  and that our
common stock may be delisted even if we obtain additional financing.

         The Nasdaq  notification is based in part on  reservations  that Nasdaq
has about our ability to regain and  sustain  compliance  with its net  tangible
asset requirements.  As of September 30, 1998, we had a deficiency of $1,456,798
in net  tangible  assets.  Subsequent  to September  30,  1998,  we received net
proceeds of $4,121,000  from the October and November  1998 private  placements.
Due to actual and anticipated losses subsequent to September 30, 1998,  however,
we do not  expect  to be able to  maintain  for any  sustained  period  at least
$2,000,000  in net  tangible  assets.  We would  be  required  to  enter  into a
transaction or  transactions to raise  additional  equity capital to maintain at
least  $2,000,000  in net tangible  assets.  Such  additional  financing  may be
unavailable to us on acceptable terms or at all.

         Nasdaq has also advised us that the October and  November  1998 private
placements did not receive the requisite approval of the Company's stockholders.
While our stockholders approved a proposal in August 1998 whereby we could issue
an unlimited amount of common stock (and securities  exercisable for such common
stock) in a private  placement,  the purchasers in the October and November 1998
private  placements  required that we issue preferred stock,  which issuance was
not approved by our stockholders.  Nasdaq also believes that the issuance of the
common stock underlying the preferred stock was not specifically approved by our
stockholders.  Moreover, Nasdaq believes that our stockholders lacked sufficient
information  to determine  the effect that the October and November 1998 private
placements  could have on their  voting  rights and  investment  in the Company.
Accordingly,  our common stock could be delisted from Nasdaq even if we are able
to satisfy the net tangible asset requirement.

         If our common stock is delisted from Nasdaq,  trading,  if any, therein
would  thereafter  be conducted  on the OTC Bulletin  Board and the Boston Stock
Exchange. The Boston Stock Exchange will delist our common stock if we have less
than $500,000 in net tangible  assets.  We will not be able to maintain at least
$500,000 in net tangible assets without additional financing or revenues. If our
common stock is delisted from Nasdaq and the Boston Stock  Exchange,  the common
stock could be  considered a penny stock.  SEC  regulations  generally  define a
penny stock to be an equity  security that is not listed on Nasdaq or a national
securities  exchange  and that has a market  price of less than $5.00 per share,
subject  to  certain  exceptions.  The  regulations  of the  SEC  would  require
broker-dealers  to deliver to a purchaser of common stock a disclosure  schedule
explaining  the penny stock  market and the risks  associated  with it.  Various
sales practice  requirements are also imposed on  broker-dealers  who sell penny
stocks to

                                      -5-
persons other than  established  customers and accredited  investors  (generally
institutions).  In  addition,  broker-dealers  must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  If the common  stock is traded on the OTC  Bulletin  Board and becomes
subject to the  regulations  applicable to penny  stocks,  investors may find it
more  difficult to obtain timely and accurate  quotes and execute  trades in the
common stock.

USE OF INDIRECT CHANNEL PARTNERS TO INCREASE SALES

         As part of our sales and  marketing  efforts we are  seeking to develop
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.

NEED TO ENHANCE  EXISTING  PRODUCTS,  DEVELOP  NEW  PRODUCTS  AND ADAPT TO RAPID
TECHNOLOGICAL CHANGE

         The market for our  software is  characterized  by rapid  technological
change, frequent new product introductions and evolving industry standards.  The
introduction  of products  embodying new  technologies  and the emergence of new
industry  standards can render existing products  obsolete and unmarketable.  We
cannot easily estimate the life cycles of our products.  Our future success will
depend upon our ability to:

         O     enhance existing products

         O     develop  and   introduce   new  products   that  keep  pace  with
               technological developments and emerging industry standards

         O     address the increasingly sophisticated needs of customers

We may be unable to accomplish  these tasks.  Any delays in the  commencement of
commercial  shipments  of new products and  enhancements  could cause  potential
customers  to delay their  decision to purchase our products or to choose to not
purchase  our  products,  which  would  result in  delays in or loss of  product
revenues. In such event, our business, operating results and financial condition
would be materially adversely affected.

DEPENDENCE ON SIGNIFICANT CUSTOMERS

         For the fiscal year ended December 31, 1997, one customer accounted for
65%, and for the nine months ended  September 30, 1998,  one customer  accounted
for 55%, of our total  revenues.  We are unsure if we will  realize  significant
future  revenues  from  either 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.

COMPETITION

         The market for our  products is  intensely  competitive  and subject to
rapid  technological  change. Our competitors  include Hyperion Solutions Corp.,
HNC Software Inc., Red Brick Systems,  Inc.,  Informix Corp., Oracle Corp., IBM,
and Cognos Inc.  Because  there are  relatively  low  barriers to entry into the
software market,  we expect  additional  competition from other  established and
emerging  companies if the business  intelligence  data delivery software market
continues to develop. Our competitors have:

         O     longer operating histories

         O     significantly   greater   financial,   technical   and  marketing
               resources

         O     greater name recognition

                                      -6-
O     a larger installed base of customers and products

         O     well-established  relationships  with our current  and  potential
               customers

         O     extensive knowledge of the relational database industry

Our competitors may also be able to offer an integrated hardware and/or software
product that could be more  attractive to potential  customers.  Our competitors
may respond more quickly to new or emerging technologies and changes in customer
requirements, or devote greater resources to the development, promotion and sale
of their  products.  We also expect that software  industry  consolidations  may
create more  formidable  competitors,  resulting in price  reductions that would
reduce  gross  margins and erode any market  share we may  attain,  any of which
could materially adversely affect our business,  operating results and financial
condition.

DEPENDENCE UPON KEY PERSONNEL;  NEED TO INCREASE SALES,  MARKETING,  DEVELOPMENT
AND TECHNICAL 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
Officer and Chief Financial Officer, could have a material adverse effect on our
business,  operating  results and  financial  condition.  We have an  employment
agreement  with Mr.  Thompson that expires in October,  1999,  and an employment
agreement  with Mr. Pess that expires in May,  1999. We are unsure if we will be
able to agree with either of Messrs. Thompson or Pess on the terms of extensions
to their employment agreements prior to the expiration of these agreements.

         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.

LACK OF PROPRIETARY TECHNOLOGY PROTECTION; RISKS OF INFRINGEMENT

         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.  We have
no 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  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 ourselves against claimed infringement
of the rights of others.

                                      -7-
POTENTIAL FLUCTUATIONS IN PERIODIC RESULTS

         Our  revenues may vary  significantly  from period to period due to the
discretionary nature of business  intelligence data delivery software purchases,
and will be  difficult  to  predict.  Sales  prices of our  products  range from
$50,000 to over $275,000. As a result, the timing of the receipt and shipment of
a single order can  significantly  impact our revenues and results of operations
for a particular period. We anticipate that product revenues in any quarter will
be substantially  dependent on orders booked and shipped in that quarter, and we
are  unable to predict  revenues  for any future  quarter  with any  significant
degree of certainty.

RISK OF PRODUCT DEFECTS; PRODUCT LIABILITY

         Any new products we develop would be subject to  significant  technical
risks. Our software  products are complex and may contain  undetected  errors or
failures when we first  introduce  them or when we release new versions of them.
Although we have not experienced  material  adverse  effects  resulting from any
errors to date,  our products  could  contain  errors.  If our products  contain
errors,  we could experience a loss of or delay in market  acceptance.  While we
have not experienced product liability claims to date, our product licensing and
support may entail the risk of such claims.  A significant  product  defect or a
successful  product  liability  claim  brought  against us could have a material
adverse effect on our business, operating results and financial condition.

INTERNATIONAL OPERATIONS

         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  of  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 our
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

POSSIBLE VOLATILITY OF SECURITIES PRICES

         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, 1998 and
February 3, 1999,  the closing price of our common stock has ranged between $.50
and $5.50. 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

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

                                      -8-
ISSUANCE OF PREFERRED STOCK; ANTI-TAKEOVER PROVISIONS

         Our Board of Directors has the authority, without further action by the
stockholders,  to issue 9,000 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 our
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.

NO DIVIDENDS.

         We have never paid cash  dividends  on our common  stock.  We expect to
incur net losses for the foreseeable future.

OUTSTANDING OPTIONS, WARRANTS AND CONVERTIBLE PREFERRED STOCK

         We have  outstanding  options to purchase  an  aggregate  of  5,001,037
shares of our common  stock at a weighted  average  exercise  price of $1.63 per
share  (including  options to purchase  2,614,492 shares at an exercise price of
$.94 per share  which are  subject  to the  approval  of our  stockholders  of a
proposal to an increase the number of shares  reserved  for  issuance  under our
stock  option  plan) and  outstanding  warrants  to  purchase  an  aggregate  of
3,494,757  shares of common stock at a weighted  average exercise price of $4.09
per share. As a result of the October and November 1998 private  placements,  we
also have outstanding shares of convertible preferred stock that are convertible
into an aggregate of 9,900,000  shares of common stock and outstanding  warrants
to purchase an  aggregate  of  6,187,500  shares of common stock at a conversion
price of $.50 per share. The exercise of all of outstanding warrants and options
and/or the  conversion  of the  outstanding  convertible  preferred  stock would
dilute the then-existing stockholders' percentage ownership of the common stock,
and any  sales in the  public  market of the  common  stock  issuable  upon such
exercise and conversion could adversely affect  prevailing market prices for the
common  stock.  Moreover,  the  terms  upon  which we  would  be able to  obtain
additional  equity  capital could be adversely  affected  because the holders of
such  securities  can be expected to exercise or convert  them at a time when we
would,  in all  likelihood,  be able to obtain any needed  capital on terms more
favorable to than those provided by such securities.

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS

         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.  Readers are
cautioned 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.

YEAR 2000 COMPLIANCE

         We have  commenced  an  assessment  of the  readiness  of our  internal
business  information  systems  for  handling  the Year  2000 and the Year  2000
compliance  of our  products.  We believe that we will need to modify or replace
portions  of our  internal  business  information  systems  to ensure  Year 2000
compliance  and we expect  that we will  successfully  address  Year 2000 issues
relating to our internal business information systems by the end of fiscal 1999.

         We believe that our current products are Year 2000 compliant.  However,
it is possible that current or future  customers  will assert claims  against us
with  respect to Year 2000 issues and, in the event such claims are asserted and
adjudicated in favor of these customers, our liability could be material. We are
taking steps to identify  affected  customers and assist them in assessing risks
that  may be  associated  with  our  products.  We may  incur

                                      -9-
increasing  costs regarding  customer  service related to these actions over the
next few years. As our customer service programs are currently  ongoing,  we are
unsure of the scope of any resulting  Year 2000 issues and  potential  liability
resulting from such issues. We do not know the potential impact on our business,
operating results and financial condition with respect to these matters.

         We have had discussions with our significant vendors, service providers
and large  customers  to  evaluate  Year 2000  issues,  if any,  relating to the
interaction of their systems with our internal systems. We have not yet received
written compliance  information from these third parties and we cannot currently
determine  when we will  receive  all of this  information.  Thus,  despite  the
initiation of these discussions,  we lack the information  necessary to estimate
the  potential  impact of Year 2000  compliance  issues  relating to these third
parties  and their  interaction  with us and are unsure of when we will  receive
such information.

         While we have not incurred any material expenditures in connection with
identifying or evaluating Year 2000 compliance issues, there can be no assurance
that our Year 2000  compliance  costs will  continue at this level.  Most of our
expenses  have related to the  opportunity  cost of time spent by our  employees
evaluating  our  internal  business  information  systems,  our products and the
interaction  of our  internal  business  information  systems  with the internal
systems of third  parties.  Although we are unaware of any material  operational
issues or costs  associated  with  preparing our internal  business  information
systems and products for the Year 2000, we are unsure that we will avoid serious
unanticipated  negative  consequences and/or material costs caused by undetected
errors or defects in our technology.  Such unanticipated  negative  consequences
and/or material costs, if incurred,  could have a material adverse effect on our
business, operating results or financial condition.

         Because we are unaware of any material Year 2000 compliance  issues, we
lack a Year  2000-specific  contingency plan. If Year 2000 compliance issues are
discovered, we will evaluate the need for one or more contingency plans relating
to  such  issues.  If  we  are  unable  to  develop  and  implement  appropriate
contingency  plans, as needed,  in a timely manner, we may experience delays in,
or increased costs  associated  with,  implementation  of changes to address any
such  issues,  which  could  have a  material  adverse  effect on our  business,
operating results or financial condition.

                                   THE COMPANY

         We  develop  and  market  business  intelligence  software  that  helps
business  managers to  efficiently  use data to make strategic  decisions.  Many
businesses generate,  gather and store large amounts of data. This data contains
information  that,  if extracted  effectively  and  efficiently,  can be used to
enhance  decision  making.  While  companies have invested  heavily in capturing
data,  they have  only  recently  begun to focus  significant  resources  on the
management  and analysis of that data.  We developed our products in response to
businesses' desire to analyze their data.

         In the third  quarter  of 1996,  we  shifted  our focus  from using the
software we developed for providing  contract data analysis  services to selling
the  software  itself.  We have not yet made  significant  sales of our software
product.

         In  September  1998,  we  implemented  a plan  to  reduce  our  monthly
operating  costs,  which included the  termination of  approximately  20% of our
employees.

         Our  principal  executive  offices are located at 60 Charles  Lindbergh
Boulevard, Uniondale, New York 11553. 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  $5,752,456.
Such  proceeds  will be  contributed  to  working  capital  and will be used for
general corporate purposes.

                                      -10-
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.

         The following table sets forth (i) the number of shares of common stock
beneficially  owned by each selling  stockholder  at January 31, 1998,  (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 January 31, 1999),  and (iii) the number and  percentage of
shares  of our  common  stock  to be  held  by each  selling  stockholder  after
completion of the offering.
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 January 31, 1991(1)        Resale       Offering(2)         Offering
          ----                  ----------------------        ------       -----------         --------
Alan Kaufman(3)                      325,000                 300,000        325,000               5.8%
Amy Newmark(4)                       361,000                 300,000        361,000               6.4%
Rino Bergonzi(5)                      10,000                  30,000              0                 0
Andre Szykier(6)                     213,750                 125,000        213,750               4.1%
Irwin Jacobs(7)                       10,000                  30,000              0                 0
Robert Thompson(8)                    23,414                 400,000              0                 0
Daniel Pess(9)                        40,886                 400,000              0                 0
Barry Rubenstein(10)               5,822,156                 206,250      5,615,906              55.4%
----------------
* 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 (i) 200,000  shares common stock that are issuable upon the
         conversion  of  Series A  Preferred  Stock and (ii)  125,000  shares of
         common stock that are issuable  upon the exercise of Series A Warrants.
         Mr. Kaufman has been the Company's  Chairman of the Board since October
         1997 and was President and Chief Executive Officer from October 1997 to
         December 1998.

(4)      Consists of (i) 26,000  shares of common stock that are owned  directly
         by Ms. Newmark, (ii) 200,000 shares common stock that are issuable upon
         the conversion of Series A Preferred  Stock and (iii) 125,000 shares of
         common stock that are issuable  upon the exercise of Series A Warrants.
         Ms. Newmark has been a Director of the Company since May 1998.

(5)      Consists of 10,000  shares of Common Stock  issuable  upon  exercise of
         options.  Mr.  Bergonzi has been a director of the of the Company since
         August 1997.

(6)      Includes  312  shares  of  Common  Stock  owned  by Remy  Szykier,  Mr.
         Syzkier's  daughter.  Mr.  Szykier,  a co-founder  of the Company,  has
         served as its Vice  President  and Chief  Technology  Officer since the
         inception of the Company in February 1989.

                                      -11-
(7)      Mr. Jacobs has been a director since May 1998.

(8)      Mr.  Thompson joined the Company in September 1997 as Vice President of
         Marketing  and was named  President  and  Chief  Executive  Officer  in
         December 1998.

(9)      Consists of 40,886  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 of the Company in December
         1998.

(10)     Based  upon  information  contained  in a report on  Schedule  13D (the
         "Wheatley  13D") filed jointly by Barry  Rubenstein,  Wheatley  Foreign
         Partners,   L.P.   ("Wheatley   Foreign"),   Wheatley  Partners,   L.P.
         ("Wheatley"),   Seneca  Ventures,   Woodland  Venture  Fund,   Woodland
         Partners,  Rev-Wood  Merchant  Partners and certain other entities with
         the SEC.  Includes  (i) 56,250  shares of common  stock  issuable  upon
         exercise of options,  (ii) 50,000 shares of common stock  issuable upon
         exercise of Series A Warrants and (iii)  80,000  shares of common stock
         issuable upon  conversion of shares of Series A Preferred Stock held by
         Mr. Rubenstein. Also includes (a) 3,125 shares of common stock issuable
         upon  exercise of warrants  held by Woodland  Partners,  (b)(i)  38,125
         shares of common stock issuable upon exercise of warrants,  (ii) 40,000
         shares of common stock  issuable upon  conversion of shares of Series A
         Preferred  Stock and (iii) 16,000 shares of common stock  issuable upon
         conversion of shares of Series B Preferred  Stock, all of which is held
         by Woodland  Fund,  (c)(i) 38,125 shares of common stock  issuable upon
         exercise of warrants,  (ii) 40,000 shares of common stock issuable upon
         conversion  of  shares  of Series A  Preferred  Stock and (iii)  16,000
         shares of common stock  issuable upon  conversion of shares of Series B
         Preferred Stock, all of which is held by Seneca,  (d)(i) 557,879 shares
         of common  stock  issuable  upon  exercise of warrants and (ii) 883,200
         shares of common stock  issuable upon  conversion of shares of Series A
         Preferred Stock, all of which is held by Wheatley, (e)(i) 48,371 shares
         of common  stock  issuable  upon  exercise of warrants  and (ii) 76,800
         shares of common stock  issuable upon  conversion of shares of Series A
         Preferred  Stock,  all of which is held by  Wheatley  Foreign,  and (f)
         200,000  shares of common stock  issuable upon exercise of options held
         by Rev-Wood  Merchant  Partners.  Mr. Rubenstein  disclaims  beneficial
         ownership of the securities held by Woodland  Partners,  Woodland Fund,
         Seneca,  Wheatley,  Wheatley  Foreign and Rev-Wood  Merchant  Partners,
         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 whom they sell as  principals,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary  commissions).

                                      -12-
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 Nasdaq 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. Steven Wolosky, a member of such firm, beneficially owns 65,000 shares of
our common stock.

                             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

                                      -13-
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.

                                      -14-
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, 1997;

                (b) The  Company's  Quarterly  Reports  on Form  10-QSB  for the
          quarters  ended March 31, 1997,  June 30, 1998 and September 30, 1998;
          and

                (c) The description of the Company's securities contained in the
          Company's  Registration  Statement  on Form 8-A filed 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 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Steven Wolosky,  a member of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, 505 Park Avenue, New York, New York 10022,  beneficially owns 65,000 shares
of the Company's common stock.

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 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.

                                      II-2
ITEM 8.  EXHIBITS

         EXHIBIT INDEX

        *4(a)  -     The 1991 Plan

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

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

         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

                                      II-3
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.

         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 City of New York,  State of New York on  February  11,
1999.

                                      QUERYOBJECT SYSTEMS CORPORATION

                                      By: /S/ ROBERT THOMPSON
                                          -----------------------
                                          Robert Thompson
                                          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/ ALAN W. KAUFMAN              Chairman of the Board         February 11, 1999
-----------------------------
Alan W. Kaufman

/S/ ROBERT THOMPSON              President and Chief            February 11, 999
-----------------------------    Executive Officer(Principal
Robert Thompson                  Executive Officer)

/S/ DANIEL M. PESS               Executive Vice President,     February 11, 1999
-----------------------------    Chief Operating Officer and 
Daniel M. Pess                   Chief Financial Officer
                                 (Principal Financial Officer
                                 and Principal Accounting
                                 Officer)

/S/ ANDRE SZYKIER                Director                      February 11, 1999
-----------------------------
Andre Szykier

/S/ RINO BERGONZI                Director                      February 11, 1999
-----------------------------
Rino Bergonzi

/S/ IRWIN JACOBS                 Director                      February 11, 1999
-----------------------------
Irwin Jacobs

/S/ AMY L. NEWMARK               Director                      February 11, 1999
-----------------------------
Amy L. Newmark

                                      II-5
AMENDED AND RESTATED 1991 STOCK OPTION PLAN. Pursuant to the requirements of the
Securities  Act of 1933,  the trustees (or other persons who administer the 1991
Plan) have duly caused this registration statement to be signed on its behalf by
the undersigned,  thereunto duly  authorized,  in the City of New York, State of
New York on February 11, 1999.

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

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