<PAGE>

       As filed with the Securities and Exchange Commission on September 6, 2002
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                              RADVIEW SOFTWARE LTD.
             (Exact Name of Registrant as Specified in Its Charter)

            ISRAEL                                         NOT APPLICABLE
(State or Other Jurisdiction of                  (I.R.S. Employer Identification
Incorporation or Organization)                                 Number)

                          7 NEW ENGLAND EXECUTIVE PARK
                         BURLINGTON, MASSACHUSETTS 01803
          (Address, including zip code, of principal executive offices)

               RADVIEW SOFTWARE LTD. EMPLOYEE SHARE PURCHASE PLAN
                            (Full Title of the Plan)


                                BRIAN E. LECLAIR
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              RADVIEW SOFTWARE LTD.
                          7 NEW ENGLAND EXECUTIVE PARK
                         BURLINGTON, MASSACHUSETTS 01803
                                 (781) 238-1111
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)


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


     NEIL GOLD, ESQ.                              GALAI SHARIR, ADV.
FULBRIGHT & JAWORSKI L.L.P.             SHARIR, SHIV, FRIEDMAN & CO. LAW OFFICES
    666 FIFTH AVENUE                            72 PINHAS ROSEN STREET0
 NEW YORK, NEW YORK 10103                        TEL AVIV, ISRAEL 69512
     (212) 318-3000                                (972-3) 644-0105
FACSIMILE: (212) 318-3400                     FACSIMILE: (972-3) 644-0106


<TABLE>
<CAPTION>
                                                      CALCULATION OF REGISTRATION FEE
========================= ======================= ======================= =================== ================
<S>                       <C>                     <C>                    <C>                 <C>
                                                     Proposed maximum      Proposed maximum
   Title of securities          Amount to be        offering price per    aggregate offering      Amount of
    to be registered           registered (1)           share (2)              price          registration fee
========================= ======================= ===================== ===================== ================
Ordinary Shares, NIS 0.01    1,500,000 Ordinary
Nominal Value Per Share            Shares                $0.3105              $465,750             $42.85
========================= ======================= ===================== ===================== ================
</TABLE>
(1)      Plus such additional indeterminable number of shares as may be required
         pursuant to the RadView Software Ltd. Employee Share Purchase Plan in
         the event of a stock dividend, stock split, recapitalization or other
         similar change in the ordinary shares.

(2)      Computed in accordance with Rule 457(h) under the Securities Act of
         1933, as amended, such computation is based on $0.3105 per share (the
         average of the high and the low prices of the registrant's ordinary
         shares as reported on the Nasdaq SmallCap Market on August 30, 2002).

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


<PAGE>


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"), the documents containing the information called
for in Part I of Form S-8 will be sent or given to individuals who participate
in the RadView Software Ltd. Employee Share Purchase Plan adopted by RadView
Software Ltd. (the "Company" or the "Registrant") and are not being filed with
or included in this Form S-8.

     The Company has received from the Securities Authority of the State of
Israel an exemption from Israel's prospectus delivery requirements applicable to
this offering. Nothing in such exemption shall be construed as authenticating
the matters contained or incorporated by reference into this Registration
Statement or as an approval of their reliability or adequacy or as an expression
of opinion as to the quality of the securities offered hereby.


                                      I-1

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by RadView Software Ltd. (the "Company") with
the Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

     (i)   The Company's Annual Report on Form 10-K for the fiscal year ended
           December 31, 2001, as amended on Form 10-K/A.

     (ii)  The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 2002.

     (iii) The Company's Quarterly Report on Form 10-Q for the quarter ended
           June 30, 2002.

     (iv)  The description of the Company's Ordinary Shares contained in its
           Registration Statement on Form 8-A (File No. 000-31151) filed
           pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act") on July 25, 2000, including any
           amendment or report filed for the purpose of updating such
           description.

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

    INFORMATION REGARDING FINANCIAL STATEMENTS INCORPORATED BY REFERENCE INTO
                          THIS REGISTRATION STATEMENT

     Our independent auditors, Luboshitz Kasierer ("Luboshitz"), were a foreign
affiliate of Arthur Andersen LLP ("Andersen"). After reasonable effort, we have
been unable to obtain the consent of Andersen for the incorporation by reference
of the report dated February 6, 2002, included in our Annual Report on Form
10-K, as amended, for the year ended December 31, 2001. Under these
circumstances, Rule 437a under the Securities Act of 1933 permits us to file
this Registration Statement without a written consent from Andersen. The absence
of such consent may limit recovery by investors on certain claims. In
particular, and without limitation, investors will not be able to recover
against Luboshitz or Andersen under Section 11 of the Securities Act for any
untrue statements of a material fact contained in the financial statements
audited by Andersen incorporated by reference herein or any omissions to state a
material fact required to be stated therein.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.




                                      II-1


<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Articles of Association provide that, to the extent permitted
by the Israeli Companies Law 5759-1999 (the "Law") the Company may indemnify its
office holders for liability or expense incurred by an office holder as a result
of an act done by him in his capacity as an office holder, as follows:

     (i)   Financial liability imposed on him in favor of another person by a
           court judgment, including a settlement judgment or an arbitrator's
           award approved by a court; and

     (ii)  Reasonable litigation expenses, including attorney's fees, expended
           by an office holder or charged to him by a court, in proceedings
           filed against him by the Company or on its behalf or by another
           person, or in a criminal charge from which he was acquitted, or in a
           criminal charge of which he was convicted of a crime which does not
           require a finding of criminal intent.

     The Law and the Company's Articles of Association provide that, subject to
certain limitations, the Company may undertake in advance to indemnify its
office holders.

     The Company's Articles of Association provide that, to the extent permitted
by the Law, the Company may enter into a contract for the insurance of the
liability of its office holders in respect of a liability imposed on an office
holder as a result of an act done by him in his capacity as an office holder,
including the following:

     (i)   a breach of his duty of care to the Company or to another person;

     (ii)  a breach of his duty of loyalty to the Company, provided that he
           acted in good faith and had reasonable grounds to assume that his act
           would not harm the Company; or

     (iii) financial liability imposed upon him in favor of another person.

     These provisions are specifically limited in their scope by the Law, which
provides that a company may not indemnify or procure insurance for the liability
of an office holder for:

     (i)   a breach of the duty of loyalty, unless the office holder acted in
           good faith and had reasonable grounds to assume that the action would
           not harm the company;

     (ii)  an intentional or reckless breach of the duty of care;

     (iii) an act done with the intent to unlawfully realize personal gain; or

     (iv)  a criminal fine or penalty imposed on the office holder.

     In addition, the Company's Articles of Association provide that, to the
extent permitted by the Law, the Company may release an office holder, in
advance, from liability, in whole or in part, for damages resulting from a
breach of his duty of care to the Company.

     The Company has agreed to indemnify its office holders to the fullest
extent permitted under the Law. In June 2000, the Company procured liability
insurance in the amount of $5,000,000, insuring its directors and offices in
connection with their service to the Company.

     In July 2000, the Company undertook to indemnify, subject to the provisions
of the Law, its office holders, for liability or expense incurred thereby in
connection with certain claims, specified in the arrangement, related to an
action or inaction on the part of the office holder while serving in such
capacity. The indemnity of any such claim will not exceed a specified maximum
amount. In addition, this arrangement includes an exemption and release of our
office holders from any liability related to any breach by an office holder of
said officer's duty of care to the Company, to the maximum extent permitted by
the Law.


                                      II-2

<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS

5.1   Opinion of Sharir, Shiv, Friedman and Co., Law Offices, as to the legality
      of shares being registered.

23.1  Consent of Sharir, Shiv, Friedman and Co., Law Offices (included in
      opinion of counsel filed as Exhibit 5.1).

24    Power of Attorney (included on the signature page of this Registration
      Statement).

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events which,
                    individually or together, represent a fundamental change in
                    the information in the registration statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in volume and
                    price represent no more than 20 percent change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement;

               (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

               PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration statement is on Form S-3 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section 13
               or 15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in the registration statement.

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

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

     (b)  The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or

                                      II-3

<PAGE>



          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial BONA FIDE offering thereof.

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

                                      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 Burlington, Massachusetts on the 5th day of September, 2002.

                                       RADVIEW SOFTWARE LTD.

                                       By: /S/ BRIAN E. LECLAIR
                                          -------------------------------------
                                          Brian E. LeClair
                                          Vice President and Chief
                                          Financial Officer


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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ilan Kinreich and Brian E. LeClair or
either of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
           SIGNATURE                                         TITLE                                 DATE
           ---------                                         -----                                 ----
<S>                                         <C>                                               <C>
/S/ ILAN KINREICH                           Chief Executive Officer (principal executive       September 5, 2002
------------------------------------        officer)
Ilan Kinreich

/S/ BRIAN E. LECLAIR                        Chief Financial Officer                            September 5, 2002
------------------------------------        (principal financial and accounting officer)
Brian E. LeClair

/S/ SHAI BEILIS                             Chairman of the Board of Directors                 September 5, 2002
------------------------------------
Shai Beilis

/S/ ROBERT STEINKRAUSS                      Director                                           September 5, 2002
------------------------------------
Robert Steinkrauss

/S/ WILLIAM J. GEARY                        Director                                           September 5, 2002
------------------------------------
William J. Geary

/S/ KATHLEEN A. COTE                        Director                                           September 5, 2002
------------------------------------
Kathleen A. Cote
</TABLE>

<PAGE>


                                INDEX TO EXHIBITS


Exhibit
NO.               DESCRIPTION

5.1      Opinion of Sharir, Shiv, Friedman and Co. Law Offices, as to the
         legality of shares being registered.

23.1     Consent of Sharir, Shiv, Friedman and Co. Law Offices (included in
         opinion of counsel filed as Exhibit 5.1).

24.1     Power of Attorney (included on the signature page of this Registration
         Statement).
[{"type": "S-8", "sequence": "1", "filename": "a2088658zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21506}]
{"company-data": {"conformed-name": "RADVIEW SOFTWARE LTD", "cik": "0001114999", "assigned-sic": "7372", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99237", "film-number": "02758251"}, "business-address": {"street1": "2 HABARZEL ST", "city": "TEL AVIV ISRAEL", "state": "L3", "phone": "6172381111"}, "mail-address": {"street1": "2 HABARZEL STREET", "city": "TEL AVIV ISRAEL", "state": "L3"}}
As filed with the Securities and Exchange Commission on September 6, 2002
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              RADVIEW SOFTWARE LTD.
             (Exact Name of Registrant as Specified in Its Charter)

            ISRAEL                                         NOT APPLICABLE
(State or Other Jurisdiction of                  (I.R.S. Employer Identification
Incorporation or Organization)                                 Number)

                          7 NEW ENGLAND EXECUTIVE PARK
                         BURLINGTON, MASSACHUSETTS 01803
          (Address, including zip code, of principal executive offices)

               RADVIEW SOFTWARE LTD. EMPLOYEE SHARE PURCHASE PLAN
                            (Full Title of the Plan)

                                BRIAN E. LECLAIR
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              RADVIEW SOFTWARE LTD.
                          7 NEW ENGLAND EXECUTIVE PARK
                         BURLINGTON, MASSACHUSETTS 01803
                                 (781) 238-1111
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

     NEIL GOLD, ESQ.                              GALAI SHARIR, ADV.
FULBRIGHT & JAWORSKI L.L.P.             SHARIR, SHIV, FRIEDMAN & CO. LAW OFFICES
    666 FIFTH AVENUE                            72 PINHAS ROSEN STREET0
 NEW YORK, NEW YORK 10103                        TEL AVIV, ISRAEL 69512
     (212) 318-3000                                (972-3) 644-0105
FACSIMILE: (212) 318-3400                     FACSIMILE: (972-3) 644-0106
CALCULATION OF REGISTRATION FEE
========================= ======================= ======================= =================== ================
Proposed maximum      Proposed maximum
   Title of securities          Amount to be        offering price per    aggregate offering      Amount of
    to be registered           registered (1)           share (2)              price          registration fee
========================= ======================= ===================== ===================== ================
Ordinary Shares, NIS 0.01    1,500,000 Ordinary
Nominal Value Per Share            Shares                $0.3105              $465,750             $42.85
========================= ======================= ===================== ===================== ================
(1)      Plus such additional indeterminable number of shares as may be required
         pursuant to the RadView Software Ltd. Employee Share Purchase Plan in
         the event of a stock dividend, stock split, recapitalization or other
         similar change in the ordinary shares.

(2)      Computed in accordance with Rule 457(h) under the Securities Act of
         1933, as amended, such computation is based on $0.3105 per share (the
         average of the high and the low prices of the registrant's ordinary
         shares as reported on the Nasdaq SmallCap Market on August 30, 2002).

--------------------------------------------------------------------------------
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"), the documents containing the information called
for in Part I of Form S-8 will be sent or given to individuals who participate
in the RadView Software Ltd. Employee Share Purchase Plan adopted by RadView
Software Ltd. (the "Company" or the "Registrant") and are not being filed with
or included in this Form S-8.

     The Company has received from the Securities Authority of the State of
Israel an exemption from Israel's prospectus delivery requirements applicable to
this offering. Nothing in such exemption shall be construed as authenticating
the matters contained or incorporated by reference into this Registration
Statement or as an approval of their reliability or adequacy or as an expression
of opinion as to the quality of the securities offered hereby.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by RadView Software Ltd. (the "Company") with
the Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

     (i)   The Company's Annual Report on Form 10-K for the fiscal year ended
           December 31, 2001, as amended on Form 10-K/A.

     (ii)  The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 2002.

     (iii) The Company's Quarterly Report on Form 10-Q for the quarter ended
           June 30, 2002.

     (iv)  The description of the Company's Ordinary Shares contained in its
           Registration Statement on Form 8-A (File No. 000-31151) filed
           pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act") on July 25, 2000, including any
           amendment or report filed for the purpose of updating such
           description.

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

    INFORMATION REGARDING FINANCIAL STATEMENTS INCORPORATED BY REFERENCE INTO
                          THIS REGISTRATION STATEMENT

     Our independent auditors, Luboshitz Kasierer ("Luboshitz"), were a foreign
affiliate of Arthur Andersen LLP ("Andersen"). After reasonable effort, we have
been unable to obtain the consent of Andersen for the incorporation by reference
of the report dated February 6, 2002, included in our Annual Report on Form
10-K, as amended, for the year ended December 31, 2001. Under these
circumstances, Rule 437a under the Securities Act of 1933 permits us to file
this Registration Statement without a written consent from Andersen. The absence
of such consent may limit recovery by investors on certain claims. In
particular, and without limitation, investors will not be able to recover
against Luboshitz or Andersen under Section 11 of the Securities Act for any
untrue statements of a material fact contained in the financial statements
audited by Andersen incorporated by reference herein or any omissions to state a
material fact required to be stated therein.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Articles of Association provide that, to the extent permitted
by the Israeli Companies Law 5759-1999 (the "Law") the Company may indemnify its
office holders for liability or expense incurred by an office holder as a result
of an act done by him in his capacity as an office holder, as follows:

     (i)   Financial liability imposed on him in favor of another person by a
           court judgment, including a settlement judgment or an arbitrator's
           award approved by a court; and

     (ii)  Reasonable litigation expenses, including attorney's fees, expended
           by an office holder or charged to him by a court, in proceedings
           filed against him by the Company or on its behalf or by another
           person, or in a criminal charge from which he was acquitted, or in a
           criminal charge of which he was convicted of a crime which does not
           require a finding of criminal intent.

     The Law and the Company's Articles of Association provide that, subject to
certain limitations, the Company may undertake in advance to indemnify its
office holders.

     The Company's Articles of Association provide that, to the extent permitted
by the Law, the Company may enter into a contract for the insurance of the
liability of its office holders in respect of a liability imposed on an office
holder as a result of an act done by him in his capacity as an office holder,
including the following:

     (i)   a breach of his duty of care to the Company or to another person;

     (ii)  a breach of his duty of loyalty to the Company, provided that he
           acted in good faith and had reasonable grounds to assume that his act
           would not harm the Company; or

     (iii) financial liability imposed upon him in favor of another person.

     These provisions are specifically limited in their scope by the Law, which
provides that a company may not indemnify or procure insurance for the liability
of an office holder for:

     (i)   a breach of the duty of loyalty, unless the office holder acted in
           good faith and had reasonable grounds to assume that the action would
           not harm the company;

     (ii)  an intentional or reckless breach of the duty of care;

     (iii) an act done with the intent to unlawfully realize personal gain; or

     (iv)  a criminal fine or penalty imposed on the office holder.

     In addition, the Company's Articles of Association provide that, to the
extent permitted by the Law, the Company may release an office holder, in
advance, from liability, in whole or in part, for damages resulting from a
breach of his duty of care to the Company.

     The Company has agreed to indemnify its office holders to the fullest
extent permitted under the Law. In June 2000, the Company procured liability
insurance in the amount of $5,000,000, insuring its directors and offices in
connection with their service to the Company.

     In July 2000, the Company undertook to indemnify, subject to the provisions
of the Law, its office holders, for liability or expense incurred thereby in
connection with certain claims, specified in the arrangement, related to an
action or inaction on the part of the office holder while serving in such
capacity. The indemnity of any such claim will not exceed a specified maximum
amount. In addition, this arrangement includes an exemption and release of our
office holders from any liability related to any breach by an office holder of
said officer's duty of care to the Company, to the maximum extent permitted by
the Law.

                                      II-2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS

5.1   Opinion of Sharir, Shiv, Friedman and Co., Law Offices, as to the legality
      of shares being registered.

23.1  Consent of Sharir, Shiv, Friedman and Co., Law Offices (included in
      opinion of counsel filed as Exhibit 5.1).

24    Power of Attorney (included on the signature page of this Registration
      Statement).

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events which,
                    individually or together, represent a fundamental change in
                    the information in the registration statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in volume and
                    price represent no more than 20 percent change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement;

               (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

               PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration statement is on Form S-3 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section 13
               or 15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in the registration statement.

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

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

     (b)  The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or

                                      II-3
Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial BONA FIDE offering thereof.

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

                                      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 Burlington, Massachusetts on the 5th day of September, 2002.

                                       RADVIEW SOFTWARE LTD.

                                       By: /S/ BRIAN E. LECLAIR
                                          -------------------------------------
                                          Brian E. LeClair
                                          Vice President and Chief
                                          Financial Officer

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ilan Kinreich and Brian E. LeClair or
either of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                         TITLE                                 DATE
           ---------                                         -----                                 ----
/S/ ILAN KINREICH                           Chief Executive Officer (principal executive       September 5, 2002
------------------------------------        officer)
Ilan Kinreich

/S/ BRIAN E. LECLAIR                        Chief Financial Officer                            September 5, 2002
------------------------------------        (principal financial and accounting officer)
Brian E. LeClair

/S/ SHAI BEILIS                             Chairman of the Board of Directors                 September 5, 2002
------------------------------------
Shai Beilis

/S/ ROBERT STEINKRAUSS                      Director                                           September 5, 2002
------------------------------------
Robert Steinkrauss

/S/ WILLIAM J. GEARY                        Director                                           September 5, 2002
------------------------------------
William J. Geary

/S/ KATHLEEN A. COTE                        Director                                           September 5, 2002
------------------------------------
Kathleen A. Cote
INDEX TO EXHIBITS

Exhibit
NO.               DESCRIPTION

5.1      Opinion of Sharir, Shiv, Friedman and Co. Law Offices, as to the
         legality of shares being registered.

23.1     Consent of Sharir, Shiv, Friedman and Co. Law Offices (included in
         opinion of counsel filed as Exhibit 5.1).

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