<html>
<head>
<title>sec document</title>
</head>
<body>
<PRE>

     As filed with the Securities and Exchange Commission on August 13, 2007
                                                  Registration No. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    ---------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             NESS TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                               98-0346908
    (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)                Identification No.)

            NESS TOWER, ATIDIM HIGH-TECH INDUSTRIAL PARK, BUILDING 4
                             TEL AVIV, ISRAEL 61580
               (Address of principal executive offices) (zip code)

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

                             2007 STOCK OPTION PLAN
                              (Full Title of Plan)

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

                                ISSACHAR GERLITZ
                       PRESIDENT &amp; CHIEF EXECUTIVE OFFICER
            NESS TOWER, ATIDIM HIGH-TECH INDUSTRIAL PARK, BUILDING 4
                             TEL AVIV, ISRAEL 61580
                     (Name and Address of Agent for Service)

                                972 (3) 766-6800
          (Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:
                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG &amp; WOLOSKY LLP
                                PARK AVENUE TOWER
                               65 EAST 55TH STREET
                            NEW YORK, NEW YORK 10022
                                 (212) 451-2300

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                                                Proposed
       Title of                                                  Maximum
     Each Class of            Amount       Proposed Maximum     Aggregate        Amount of
      Securities              To Be         Offering Price      Offering        Registration
   To Be Registered       Registered(1)       Per Share           Price             Fee
-----------------------------------------------------------------------------------------------
Common stock, $.01 par    2,650,000 shares    $10.21(2)       $27,056,500         $830.635
value per share
-----------------------------------------------------------------------------------------------
Common stock, $.01 par      350,000 shares     13.00(3)         4,550,000          139.685
value per share
-----------------------------------------------------------------------------------------------
                  Total                                       $31,606,500         $970.32
-----------------------------------------------------------------------------------------------

(1)   Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
      "Securities Act"), this registration statement also registers such
      indeterminate number of additional shares of common stock that may be
      offered pursuant to the anti-dilution provisions set forth in the 2007
      Stock Option Plan (the "Plan").
(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) under the Securities Act on the basis of the
      average of the high and low prices reported for the shares of common stock
      of the Registrant on the Nasdaq Global Market on August 7, 2007.
(3)   Pursuant to Rule 457(h)(1) under the Securities Act, calculated on the
      basis of the weighted average exercise price of outstanding options to
      purchase common shares under the Plan.

<PAGE>

                                EXPLANATORY NOTE

Ness Technologies, Inc. has prepared this registration statement in accordance
with the requirements of Form S-8 under the Securities Act of 1933, to register
3,000,000 shares of our common stock, $0.01 par value per share, issuable under
our 2007 Stock Option Plan, which we refer to as the "Plan."

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

We 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.


                                       1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed by us with the Securities and Exchange Commission
(the "SEC") are incorporated by reference in this prospectus:

1.    Our Annual Report on Form 10-K for the fiscal year ended December 31,
      2006;
2.    Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
      2007;
3.    Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
      2007;
4.    Our Current Report on Form 8-K filed on January 17, 2007;
5.    Our Current Report on Form 8-K filed on February 15, 2007 (Item 5.02
      only);
6.    Our Current Report on Form 8-K filed on March 1, 2007;
7.    Our 2nd Current Report on Form 8-K filed on May 2, 2007;
8.    Our Current Report on Form 8-K filed on May 30, 2007;
9.    Our Current Report on Form 8-K filed on June 18, 2007; and
10.   The description of our common stock contained in our Registration
      Statement on Form 8-A, filed on September 23, 2004 pursuant to Section
      12(g) of the Securities Exchange Act of 1934, as amended.

All documents subsequently filed with the SEC by us pursuant to Sections 13(a),
13(c), 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 herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof or of the related prospectus to the extent that a statement contained
herein or in any other subsequently filed document which is also incorporated or
deemed to be incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

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:

                             Ness Technologies, Inc.
                                   Ness Tower,
                        Atidim High-Tech Industrial Park,
                                   Building 4
                             Tel Aviv, Israel 61580
                             Tel: +972 (3) 766-6800
                         Attention: Corporate Secretary

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Certificate of Incorporation of the Registrant provides that we shall
indemnify to the fullest extent permitted by Delaware General Corporation Law,
or the DGCL, any person whom it may indemnify thereunder, including the


                                      II-1
<PAGE>

directors, officers, employees and agents of the Registrant. In addition, the
Registrant's Certificate of Incorporation eliminates, to the extent permitted by
the DGCL, personal liability of directors to the Registrant and its stockholders
for monetary damages for breach of fiduciary duty.

The Company's authority to indemnify its directors and officers is governed by
the provisions of Section 145 of the DGCL, as follows:

      (a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

      (b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

      (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

      (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

      (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other


                                      II-2
<PAGE>

employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

      (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

      (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

      (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

      (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

      (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

      (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

The Registrant has entered into Indemnification Agreements with each of its
directors and certain executive officers, whereby it has agreed to indemnify, to
the fullest extent permitted by applicable law, each such director and officer
from and against any and all expenses (including attorneys' fees), judgments,
fines, penalties, excise taxes and amounts paid in settlement or incurred by
such director or officer for or as a result of action taken or not taken while
such director or officer was acting in his capacity as the director or executive
officer of the Registrant or its affiliates.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.


                                      II-3
<PAGE>

ITEM 8.  EXHIBITS.

          * 4.1   Ness Technologies, Inc. 2007 Stock Option Plan.

            4.2   Form of Stock Option Agreement for Israeli recipients.

            4.3   Form of Stock Option Agreement for non-Israeli recipients.

              5   Opinion of Olshan Grundman Frome Rosenzweig &amp; Wolosky LLP.

          23(a)   Consent of Kost Forer Gabbay &amp; Kasierer, a member of Ernst &amp;
                  Young Global.

          23(b)   Consent of Olshan Grundman Frome Rosenzweig &amp; Wolosky LLP
                  (included in Exhibit 5).

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

------------
*  Incorporated by reference to the Registrant's Current Report on Form 8-K
   filed with the Commission on June 18, 2007.

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 arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  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; and

            (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:

                  (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the registration statement is on Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78o(d)) that are incorporated by reference in the registration statement;
and

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be


                                      II-4
<PAGE>

            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.

       (5)  That, for the purpose of determining liability under the Securities
            Act of 1933 to any purchaser:

            (i)   If the registrant is relying on Rule 430B:

                  (A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and

                  (B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof. PROVIDED,
HOWEVER, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or

            (ii)  If the registrant is subject to Rule 430C, each prospectus
                  filed pursuant to Rule 424(b) as part of a registration
                  statement relating to an offering, other than registration
                  statements relying on Rule 430B or other than prospectuses
                  filed in reliance on Rule 430A, shall be deemed to be part of
                  and included in the registration statement as of the date it
                  is first used after effectiveness. PROVIDED, HOWEVER, that no
                  statement made in a registration statement or prospectus that
                  is part of the registration statement or made in a document
                  incorporated or deemed incorporated by reference into the
                  registration statement or prospectus that is part of the
                  registration statement will, as to a purchaser with a time of
                  contract of sale prior to such first use, supersede or modify
                  any statement that was made in the registration statement or
                  prospectus that was part of the registration statement or made
                  in any such document immediately prior to such date of first
                  use.

            (2) That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities:

The undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:

            (i)   Any preliminary prospectus or prospectus of the undersigned
                  registrant relating to the offering required to be filed
                  pursuant to Rule 424;

            (ii)  Any free writing prospectus relating to the offering prepared
                  by or on behalf of the undersigned registrant or used or
                  referred to by the undersigned registrant;


                                      II-5
<PAGE>

            (iii) The portion of any other free writing prospectus relating to
                  the offering containing material information about the
                  undersigned registrant or its securities provided by or on
                  behalf of the undersigned registrant; and

            (iv)  Any other communication that is an offer in the offering made
                  by the undersigned registrant to the purchaser.

(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 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.

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


                                      II-6
<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 Tel Aviv, State of Israel on the 13th day of August,
2007.

                                       NESS TECHNOLOGIES, INC.

                                       By: /s/ Issachar Gerlitz
                                           -------------------------------------
                                           Issachar Gerlitz
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Issachar Gerlitz and Ofer Segev his true and lawful
attorney-in-fact, each acting alone, 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 any related registration statement filed
pursuant to Rule 462(b) of the Act and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, each acting along, 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 below by the following persons in the capacities and
on the dates indicated.

           SIGNATURE                                       TITLE                                 DATE
---------------------------------    --------------------------------------------------    ------------------


/s/ Aharon Fogel                     Chairman of the Board                                 August 13, 2007
---------------------------------
Aharon Fogel


/s/ Issachar Gerlitz                 Director, President and Chief Executive Officer       August 13, 2007
---------------------------------    (principal executive officer)
Issachar Gerlitz


/s/ Ofer Segev                       Executive Vice President and Chief Financial          August 13, 2007
---------------------------------    Officer
Ofer Segev                           (principal financial and accounting officer)



/s/ Dr. Satyam C. Cherukuri          Director                                              August 13, 2007
---------------------------------
Dr. Satyam C. Cherukuri


/s/ Dr. Henry Kressel                Director                                              August 13, 2007
---------------------------------
Dr. Henry Kressel


/s/ Dr. Kenneth A. Pickar            Director                                              August 13, 2007
---------------------------------
Dr. Kenneth A. Pickar


/s/ Dan S. Suesskind                 Director                                              August 13, 2007
---------------------------------
Dan S. Suesskind


/s/ Morris Wolfson                   Director                                              August 13, 2007
---------------------------------
Morris Wolfson


                                      II-7
<PAGE>

                                  EXHIBIT INDEX

          * 4.1   Ness Technologies, Inc. 2007 Stock Option Plan.

            4.2   Form of Stock Option Agreement for Israeli recipients.

            4.3   Form of Stock Option Agreement for non-Israeli recipients

              5   Opinion of Olshan Grundman Frome Rosenzweig &amp; Wolosky LLP.

          23(a)   Consent of Kost Forer Gabbay &amp; Kasierer, a member of Ernst &amp;
                  Young Global.

          23(b)   Consent of Olshan Grundman Frome Rosenzweig &amp; Wolosky LLP
                  (included in Exhibit 5).

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

------------
*  Incorporated by reference to the Registrant's Current Report on Form 8-K
   filed with the Commission on June 18, 2007.


                                      II-8


</PRE>
</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "s804313_08132007.htm", "secsgml_size_bytes": 33190}]
{"company-data": {"conformed-name": "NESS TECHNOLOGIES INC", "cik": "0001089638", "assigned-sic": "7371", "irs-number": "980346908"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-145407", "film-number": "071050160"}, "business-address": {"street1": "NESS BLDG 4 PO BOX 58182", "street2": "KIRYATATIDIM", "city": "TELAVIV ISRAEL", "state": "L3", "zip": "61580", "phone": "0119723766800"}, "mail-address": {"street1": "NESS BLDG 4 PO BOX 58182", "street2": "KIRYATATIDIM", "city": "TELAVIV ISRAEL", "state": "L3", "zip": "61580"}}
sec document
As filed with the Securities and Exchange Commission on August 13, 2007
                                                  Registration No. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    ---------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             NESS TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                               98-0346908
    (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)                Identification No.)

            NESS TOWER, ATIDIM HIGH-TECH INDUSTRIAL PARK, BUILDING 4
                             TEL AVIV, ISRAEL 61580
               (Address of principal executive offices) (zip code)

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

                             2007 STOCK OPTION PLAN
                              (Full Title of Plan)

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

                                ISSACHAR GERLITZ
                       PRESIDENT & CHIEF EXECUTIVE OFFICER
            NESS TOWER, ATIDIM HIGH-TECH INDUSTRIAL PARK, BUILDING 4
                             TEL AVIV, ISRAEL 61580
                     (Name and Address of Agent for Service)

                                972 (3) 766-6800
          (Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:
                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                PARK AVENUE TOWER
                               65 EAST 55TH STREET
                            NEW YORK, NEW YORK 10022
                                 (212) 451-2300

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                                                Proposed
       Title of                                                  Maximum
     Each Class of            Amount       Proposed Maximum     Aggregate        Amount of
      Securities              To Be         Offering Price      Offering        Registration
   To Be Registered       Registered(1)       Per Share           Price             Fee
-----------------------------------------------------------------------------------------------
Common stock, $.01 par    2,650,000 shares    $10.21(2)       $27,056,500         $830.635
value per share
-----------------------------------------------------------------------------------------------
Common stock, $.01 par      350,000 shares     13.00(3)         4,550,000          139.685
value per share
-----------------------------------------------------------------------------------------------
                  Total                                       $31,606,500         $970.32
-----------------------------------------------------------------------------------------------

(1)   Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
      "Securities Act"), this registration statement also registers such
      indeterminate number of additional shares of common stock that may be
      offered pursuant to the anti-dilution provisions set forth in the 2007
      Stock Option Plan (the "Plan").
(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) under the Securities Act on the basis of the
      average of the high and low prices reported for the shares of common stock
      of the Registrant on the Nasdaq Global Market on August 7, 2007.
(3)   Pursuant to Rule 457(h)(1) under the Securities Act, calculated on the
      basis of the weighted average exercise price of outstanding options to
      purchase common shares under the Plan.
EXPLANATORY NOTE

Ness Technologies, Inc. has prepared this registration statement in accordance
with the requirements of Form S-8 under the Securities Act of 1933, to register
3,000,000 shares of our common stock, $0.01 par value per share, issuable under
our 2007 Stock Option Plan, which we refer to as the "Plan."

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

We 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.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed by us with the Securities and Exchange Commission
(the "SEC") are incorporated by reference in this prospectus:

1.    Our Annual Report on Form 10-K for the fiscal year ended December 31,
      2006;
2.    Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
      2007;
3.    Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
      2007;
4.    Our Current Report on Form 8-K filed on January 17, 2007;
5.    Our Current Report on Form 8-K filed on February 15, 2007 (Item 5.02
      only);
6.    Our Current Report on Form 8-K filed on March 1, 2007;
7.    Our 2nd Current Report on Form 8-K filed on May 2, 2007;
8.    Our Current Report on Form 8-K filed on May 30, 2007;
9.    Our Current Report on Form 8-K filed on June 18, 2007; and
10.   The description of our common stock contained in our Registration
      Statement on Form 8-A, filed on September 23, 2004 pursuant to Section
      12(g) of the Securities Exchange Act of 1934, as amended.

All documents subsequently filed with the SEC by us pursuant to Sections 13(a),
13(c), 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 herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof or of the related prospectus to the extent that a statement contained
herein or in any other subsequently filed document which is also incorporated or
deemed to be incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

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:

                             Ness Technologies, Inc.
                                   Ness Tower,
                        Atidim High-Tech Industrial Park,
                                   Building 4
                             Tel Aviv, Israel 61580
                             Tel: +972 (3) 766-6800
                         Attention: Corporate Secretary

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Certificate of Incorporation of the Registrant provides that we shall
indemnify to the fullest extent permitted by Delaware General Corporation Law,
or the DGCL, any person whom it may indemnify thereunder, including the

                                      II-1
directors, officers, employees and agents of the Registrant. In addition, the
Registrant's Certificate of Incorporation eliminates, to the extent permitted by
the DGCL, personal liability of directors to the Registrant and its stockholders
for monetary damages for breach of fiduciary duty.

The Company's authority to indemnify its directors and officers is governed by
the provisions of Section 145 of the DGCL, as follows:

      (a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

      (b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

      (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

      (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

      (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other

                                      II-2
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

      (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

      (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

      (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

      (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

      (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

      (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

The Registrant has entered into Indemnification Agreements with each of its
directors and certain executive officers, whereby it has agreed to indemnify, to
the fullest extent permitted by applicable law, each such director and officer
from and against any and all expenses (including attorneys' fees), judgments,
fines, penalties, excise taxes and amounts paid in settlement or incurred by
such director or officer for or as a result of action taken or not taken while
such director or officer was acting in his capacity as the director or executive
officer of the Registrant or its affiliates.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

                                      II-3
ITEM 8.  EXHIBITS.

          * 4.1   Ness Technologies, Inc. 2007 Stock Option Plan.

            4.2   Form of Stock Option Agreement for Israeli recipients.

            4.3   Form of Stock Option Agreement for non-Israeli recipients.

              5   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

          23(a)   Consent of Kost Forer Gabbay & Kasierer, a member of Ernst &
                  Young Global.

          23(b)   Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
                  (included in Exhibit 5).

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

------------
*  Incorporated by reference to the Registrant's Current Report on Form 8-K
   filed with the Commission on June 18, 2007.

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 arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  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; and

            (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:

                  (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the registration statement is on Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78o(d)) that are incorporated by reference in the registration statement;
and

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be

                                      II-4
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.

       (5)  That, for the purpose of determining liability under the Securities
            Act of 1933 to any purchaser:

            (i)   If the registrant is relying on Rule 430B:

                  (A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and

                  (B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof. PROVIDED,
HOWEVER, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or

            (ii)  If the registrant is subject to Rule 430C, each prospectus
                  filed pursuant to Rule 424(b) as part of a registration
                  statement relating to an offering, other than registration
                  statements relying on Rule 430B or other than prospectuses
                  filed in reliance on Rule 430A, shall be deemed to be part of
                  and included in the registration statement as of the date it
                  is first used after effectiveness. PROVIDED, HOWEVER, that no
                  statement made in a registration statement or prospectus that
                  is part of the registration statement or made in a document
                  incorporated or deemed incorporated by reference into the
                  registration statement or prospectus that is part of the
                  registration statement will, as to a purchaser with a time of
                  contract of sale prior to such first use, supersede or modify
                  any statement that was made in the registration statement or
                  prospectus that was part of the registration statement or made
                  in any such document immediately prior to such date of first
                  use.

            (2) That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities:

The undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:

            (i)   Any preliminary prospectus or prospectus of the undersigned
                  registrant relating to the offering required to be filed
                  pursuant to Rule 424;

            (ii)  Any free writing prospectus relating to the offering prepared
                  by or on behalf of the undersigned registrant or used or
                  referred to by the undersigned registrant;

                                      II-5
(iii) The portion of any other free writing prospectus relating to
                  the offering containing material information about the
                  undersigned registrant or its securities provided by or on
                  behalf of the undersigned registrant; and

            (iv)  Any other communication that is an offer in the offering made
                  by the undersigned registrant to the purchaser.

(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 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.

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

                                      II-6
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 Tel Aviv, State of Israel on the 13th day of August,
2007.

                                       NESS TECHNOLOGIES, INC.

                                       By: /s/ Issachar Gerlitz
                                           -------------------------------------
                                           Issachar Gerlitz
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Issachar Gerlitz and Ofer Segev his true and lawful
attorney-in-fact, each acting alone, 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 any related registration statement filed
pursuant to Rule 462(b) of the Act and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, each acting along, 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 below by the following persons in the capacities and
on the dates indicated.

           SIGNATURE                                       TITLE                                 DATE
---------------------------------    --------------------------------------------------    ------------------

/s/ Aharon Fogel                     Chairman of the Board                                 August 13, 2007
---------------------------------
Aharon Fogel

/s/ Issachar Gerlitz                 Director, President and Chief Executive Officer       August 13, 2007
---------------------------------    (principal executive officer)
Issachar Gerlitz

/s/ Ofer Segev                       Executive Vice President and Chief Financial          August 13, 2007
---------------------------------    Officer
Ofer Segev                           (principal financial and accounting officer)

/s/ Dr. Satyam C. Cherukuri          Director                                              August 13, 2007
---------------------------------
Dr. Satyam C. Cherukuri

/s/ Dr. Henry Kressel                Director                                              August 13, 2007
---------------------------------
Dr. Henry Kressel

/s/ Dr. Kenneth A. Pickar            Director                                              August 13, 2007
---------------------------------
Dr. Kenneth A. Pickar

/s/ Dan S. Suesskind                 Director                                              August 13, 2007
---------------------------------
Dan S. Suesskind

/s/ Morris Wolfson                   Director                                              August 13, 2007
---------------------------------
Morris Wolfson

                                      II-7
EXHIBIT INDEX

          * 4.1   Ness Technologies, Inc. 2007 Stock Option Plan.

            4.2   Form of Stock Option Agreement for Israeli recipients.

            4.3   Form of Stock Option Agreement for non-Israeli recipients

              5   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

          23(a)   Consent of Kost Forer Gabbay & Kasierer, a member of Ernst &
                  Young Global.

          23(b)   Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
                  (included in Exhibit 5).

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

------------
*  Incorporated by reference to the Registrant's Current Report on Form 8-K
   filed with the Commission on June 18, 2007.

                                      II-8