As filed with the Securities and Exchange Commission on March 22, 2000
                       Registration No. 333-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              LEVEL 8 SYSTEMS, INC.
                              ---------------------
             (Exact name of Registrant as specified in its charter)

                      DELAWARE                               11-2920559
                      --------                              --------------
       (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

                8000 REGENCY PARKWAY, CARY, NORTH CAROLINA  27511
                -------------------------------------------------
              (Address of principal executive offices and zip code)

      LEVEL 8 SYSTEMS, INC. 1997 STOCK OPTION PLAN, AS AMENDED AND RESTATED
               TEMPLATE SOFTWARE, INC. 1996 EQUITY INCENTIVE PLAN
SOFTWARE ARCHITECTURE AND ENGINEERING, INC. 1992 NON-STATUTORY STOCK OPTION PLAN
     TEMPLATE SOFTWARE, INC. 1992 INCENTIVE STOCK OPTION PLAN, CLASS B STOCK
     SOFTWARE ARCHITECTURE AND ENGINEERING 1992 INCENTIVE STOCK OPTION PLAN
     SOFTWARE ARCHITECTURE AND ENGINEERING 1986 INCENTIVE STOCK OPTION PLAN
     SOFTWARE ARCHITECTURE AND ENGINEERING 1984 INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plans)
                            -------------------------

                              DENNIS MCKINNIE, ESQ.
          SENIOR VICE PRESIDENT, CHIEF LEGAL AND ADMINISTRATIVE OFFICER
                              LEVEL 8 SYSTEMS, INC.
                              8000 REGENCY PARKWAY
                           CARY, NORTH CAROLINA  27511
                           ---------------------------
                     (Name and address of agent for service)

                                 (919) 380-5000
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                  <C>          <C>          <C>              <C>
                     Proposed     Proposed
Title of             Maximum      Maximum
Securities           Amount       Offering     Aggregate        Amount of
to be                to be        Price        Offering         Registration
Registered           Registered   Per Share    Price            Fee
----------------     -----------  -----------  ---------------  -------------
Common stock,. .     2,524,023    $39.219 (2)  $98,989,658 (3)  $      26,136
0.001 par value      shares(1)
----------------     -----------  -----------  ---------------  -------------
</TABLE>
(1)     Representing  shares of the Registrant's  common stock, $0.001 par value
per share (the "Common Stock"), that may be issued and sold by the Registrant in
connection  with  (a)  the  1,400,000  increase in the number of shares reserved
under the Level 8 Systems, Inc. 1997 Stock Option Plan, as Amended and Restated,
(b)  1,124,023  shares  reserved  for  assumed  options  in  connection with the
acquisition  of  Template  Software pursuant to the Template Software, Inc. 1996
Equity  Incentive  Plan,  Software  Architecture  and  Engineering,  Inc.  1992
Non-Statutory  Stock  Option  Plan, Template Software, Inc. 1992 Incentive Stock
Option Plan, Class B Stock, Software Architecture and Engineering 1992 Incentive
Stock  Option  Plan,  Software Architecture and Engineering 1986 Incentive Stock
Option  Plan  and  Software  Architecture  and  Engineering 1984 Incentive Stock
Option  Plan  (collectively,  the  "Plans").  This  Registration  Statement also
covers such indeterminable number of additional shares as may become issuable to
prevent dilution in the event of a stock split, stock dividend, reclassification
or  other  similar  transaction  pursuant  to  the  terms  of  the  Plans.

(2)     The  average of the high and low prices of the Registrant's Common Stock
as  reported  by  the  Nasdaq  National  Market  for  March  21,  2000.

(3)     The  aggregate  offering  price  is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the Securities
Act  of  1933,  as  amended.

                              Level 8 S-8, Page 1
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part  I of the
Instructions  to the Registration Statement on Form S-8 will be sent or given to
employees  of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities  Act  of  1933,  as  amended  (the  "Securities  Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  herein  by  reference:

(1)     The  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
December  31,  1999  as  filed  with  the Commission on March 22, 2000 (File No.
0-26392);

(2)     The Registrant's Current Report on Form 8-K/A, filed with the Commission
on March 17, 1999 (File No. 0-26392), including financial information related to
Seer  Technologies,  Inc.;

(3)     The  Registrant's Current Report on Form 8-K/A filed with the Commission
on March 13, 2000 (File No. 0-26392), including financial information related to
Template  Software,  Inc.;

(4)     The  Registrant's Definitive Proxy Statement for its 1999 Annual Meeting
of  Stockholders held on May 26, 1999, as filed with the Commission on April 30,
1999;

(5)     The  Registrant's  Registration  Statement  on  Form S-8, filed with the
Commission  on  September  18,  1996  (File  No.  333-12247);

(6)     The  Registrant's  Registration  Statement  on  Form S-8, filed with the
Commission  on  September  29,  1998  (File  No.  333-64637);

(7)     The  Registrant's  Registration  Statement  on  Form S-8, filed with the
Commission  on  September  1,  1999  (File  No.  333-86303);  and

(8)     The  description  of  the  Registrant's  Common  Stock  contained in the
Registrant's  Registration Statement on Form 8-A filed on July 11, 1995 pursuant
to  Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") (File
No.  0-26392),  as  modified  by  the  "Description  of  Level  8 Capital Stock"
contained  in  the  Registrant's  Registration  Statement  on Form S-4 (File No.
333-91413) which reflects the reincorporation of the Company under Delaware law.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  Exchange  Act  prior to the filing of a
post-effective  amendment that indicates that all securities offered hereby have
been  sold  or that deregisters all such securities then remaining unsold, shall
be  deemed to be incorporated by reference in this Registration Statement and to
be  a  part  hereof  from  the  date  of  filing  of  such  documents.


                              Level 8 S-8, Page 2
<PAGE>

ITEM  4.     DESCRIPTION  OF  THE  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Powell,  Goldstein,  Frazer & Murphy LLP, Atlanta, Georgia, has rendered an
opinion  regarding  the  legality of the shares of Common Stock registered under
this  Form  S-8.

     Level  8's  financial  statements for the years ended December 31, 1999 and
1998  included  in this Registration Statement by reference have been audited by
PricewaterhouseCoopers  LLP,  independent accountants, and have been included in
the  Registration  Statement  in  reliance  upon  their  report  given  on their
authority  as  experts  in  auditing  and  accounting.

     Level  8's  financial  statements  for  the  year  ended  December 31, 1997
included  in this Registration Statement by reference have been audited by Grant
Thornton  LLP,  independent  accountants,  and  have  been  included  in  the
Registration Statement in reliance upon their report given on their authority as
experts  in  auditing  and  accounting.

     The  financial  statements for Seer Technologies, Inc. for the fiscal years
ended September 30, 1998, 1997, and 1996 included in this Registration Statement
by  reference  have  been  audited  by  PricewaterhouseCoopers  LLP, independent
accountants,  and  have been included in this Registration Statement in reliance
upon  their  report  given  on  their  authority  as  experts  in  auditing  and
accounting.

     Template Software, Inc.'s financial statements for the years ended December
31,  1998,  1997  and  1996 included in this Registration Statement by reference
have  been  audited by PricewaterhouseCoopers LLP, independent acccountants, and
have  been included in this Registration Statement in reliance upon their report
given  on  their  authority  as  experts  in  auditing  and  accounting.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Registrant's  Certificate  of  Incorporation  sets forth the extent to
which  the  Registrant's  directors  and  officers  may  be  indemnified  by the
Registrant against the liabilities which they may incur in such capacities. Such
indemnification  is  authorized by Section 145 of the General Corporation Law of
Delaware,  as  amended from time to time ("Section 145").  The Registrant shall,
to  the  extent  permitted by Section 145, indemnify each person who was or is a
party  or  threatened to be made a party to any threatened, pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason of the fact that he is or was or has agreed to become,
a  director or officer of the Registrant, or is or was serving, or has agreed to
serve,  at  the request of the Registrant, as a director, officer or trustee of,
or  any  similar capacity with, another corporation, partnership, joint venture,
trust  or  other enterprise (including any employee benefit plans), or by reason
of  any  action  alleged to have been taken or omitted in such capacity, against
all  expenses  (including attorneys' fees), judgments, fines and amounts paid in
settlement  actually  and  reasonably  incurred  by  him  or  on  his  behalf in
connection  with  such  action,  suit  or  proceeding  and any appeal therefrom.
Indemnification  may  include payment by the Registrant of expenses in defending
any  action  or proceeding in advance of the final disposition of such action or
proceeding  upon  receipt  of  an undertaking by the person indemnified to repay
such  payment if it is ultimately determined that such person is not entitled to
the  indemnification  under the Registrant's Certificate of Incorporation, which
undertaking  may  be accepted without reference to the financial ability of such
person  to  make  such repayment.  The Registrant shall not indemnify any person
seeking  indemnification  in  connection  with  a  proceeding  (or part thereof)
initiated by such person unless the initiation thereof was approved by the Board
of  Directors  of  the  Registrant.  The  indemnification rights provided in the
Registrant's  Certificate  of Incorporation shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any law, agreement
or  vote of stockholder or disinterested directors or otherwise, and shall inure
to  the benefit of the heirs, executors and administrators of such persons.  The


                              Level 8 S-8, Page 3
<PAGE>

Registrant  may,  to  the  extent  authorized  from time to time by its Board of
Directors,  grant  indemnification  rights  to  other  persons  or agents of the
Registrant  or  other  persons  serving  the  Registrant  and such rights may be
equivalent  to  or  greater  or  less  than  those set forth in the Registrant's
Certificate  of  Incorporation.

     The Registrant maintains directors and officers liability policies covering
claims made against its directors and officers for certain wrongful acts done in
such  capacities  and  providing  reimbursement  to  the  Registrant  for  its
indemnification  of  its  directors  and  officers  in  respect  of such claims.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.


                              Level 8 S-8, Page 4
<PAGE>

ITEM  8.     EXHIBITS.

     The  following  exhibits  are  filed with or incorporated by reference into
this  Registration  Statement  pursuant  to  Item  601  of  Regulation  S-K:

Exhibit
  No.                         Description
-----                         -----------


5.1                Opinion  of  counsel  with  respect  to  the securities being
                   registered.*

23.1               Consent  of Powell, Goldstein, Frazer & Murphy, LLP (included
                   in  Exhibit  5.1).*

23.2               Consent  of  PricewaterhouseCoopers,  LLP,  independent
                   accountants.*

23.3               Consent  of  Grant  Thornton  LLP,  independent accountants.*

23.4               Consent  of  PricewaterhouseCoopers,  LLP,
                   independent  accountants.*

23.5               Consent  of  PricewaterhouseCoopers,  LLP,
                   independent  accountants.*

24.1               Power  of  Attorney (see signature pages to this Registration
                   Statement).*
________________________________________________________________________________

*  Filed  herewith.

ITEM  9.     UNDERTAKINGS.

(a)     The  undersigned  Registrant  hereby  undertakes:

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

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

               (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  and  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;


                              Level 8 S-8, Page 5
<PAGE>

               (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 Section 15(d) of the Exchange
                         Act  that  are  incorporated  by  reference  in  the
                         Registration Statement.

     (2)     That,  for  the  purpose  of  determining  any  liability under the
             Securities  Act, 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,  each  filing
        of  the  Registrant's  annual  report  pursuant  to Section  13(a)  or
        Section 15(d) of the Exchange  Act  (and, where applicable,  each filing
        of an employee benefit plan's annual  report  pursuant  to Section 15(d)
        of  the  Exchange  Act)  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.

(h)     Insofar  as indemnification for liabilities arising under the Securities
        Act  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  Commission
        such indemnification  is  against  public  policy  as  expressed  in the
        Securities  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   Securities Act  and will be governed by the final adjudication  of
        such  issue.

                              Level 8 S-8, Page 6
<PAGE>

                                  SIGNATURES
                                  ----------

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Cary, State of North Carolina, on this the 22 day of
March,  2000.

                                   LEVEL  8  SYSTEMS,  INC.


                                   By:  /s/  Dennis  McKinnie
                                        ---------------------
                                        Dennis  McKinnie
                                        Senior  Vice  President, Chief Legal and
                                        Administrative  Officer


     POWER  OF  ATTORNEY
     -------------------

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints each of Steven Dmiszewicki and Dennis McKinnie,
or  either of them, as 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and  agents,  full  power and authority to do and perform each and every act and
thing  required  or  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  each  of  said  attorneys-in-fact  and  agents,  or their
substitutes,  could  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

                              Level 8 S-8, Page 7
<PAGE>

     Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has  been  signed below on March 22, 2000 by the following persons in
the  capacities  indicated.



/s/  Arie  Kilman            Chairman  of  the  Board  of Directors  and  Chief
-----------------            Executive Officer  (Principal  Executive  Officer)
Arie  Kilman


/s/  Steven  Dmiszewicki     President
------------------------
Steven  Dmiszewicki


/s/  Renee  Fulk             Chief  Financial  Officer
----------------
Renee  Fulk


/s/  Samuel  Somech          Chairman  Emeritus  and  Director
-------------------
Samuel  Somech


/s/  Robert  M.  Brill       Director
----------------------
Robert  M.  Brill


/s/  Michel  Berty           Director
------------------
Michel  Berty


/s/  Theodore  Fine          Director
-------------------
Theodore  Fine


/s/  Lenny  Recanati          Director
--------------------
Lenny  Recanati





                              Level 8 S-8, Page 8
<PAGE>

     EXHIBIT  INDEX


Exhibit
  No.                         Description
-----                         -----------


5.1                Opinion  of  counsel  with respect  to  the  securities being
                   registered.*

23.1               Consent  of  counsel  (included  in  Exhibit  5).*

23.2               Consent  of  PricewaterhouseCoopers,  LLP,  independent
                   accountants.*

23.3               Consent  of  Grant  Thornton  LLP.*

23.4               Consent  of  PricewaterhouseCoopers,  LLP,
                   independent  accountants.*

23.5               Consent  of  PricewaterhouseCoopers,  LLP,
                   independent  accountants.*

24.1               Power  of  Attorney (see signature pages to this Registration
                   Statement).*
________________________________________________________________________________

*  Filed  herewith.


                              Level 8 S-8, Page 9
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23477}]
{"company-data": {"conformed-name": "LEVEL 8 SYSTEMS INC", "cik": "0000945384", "assigned-sic": "7371", "irs-number": "112920559", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33122", "film-number": "576648"}, "business-address": {"street1": "8000 REGENCY PARKWAY", "city": "CARY", "state": "NC", "zip": "27511", "phone": "2122441234"}, "mail-address": {"street1": "8000 REGENCY PARKWAY", "city": "CARY", "state": "NC", "zip": "27511"}, "former-company": {"former-conformed-name": "ACROSS DATA SYSTEMS INC", "date-changed": "19950517"}}
As filed with the Securities and Exchange Commission on March 22, 2000
                       Registration No. 333-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              LEVEL 8 SYSTEMS, INC.
                              ---------------------
             (Exact name of Registrant as specified in its charter)

                      DELAWARE                               11-2920559
                      --------                              --------------
       (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

                8000 REGENCY PARKWAY, CARY, NORTH CAROLINA  27511
                -------------------------------------------------
              (Address of principal executive offices and zip code)

      LEVEL 8 SYSTEMS, INC. 1997 STOCK OPTION PLAN, AS AMENDED AND RESTATED
               TEMPLATE SOFTWARE, INC. 1996 EQUITY INCENTIVE PLAN
SOFTWARE ARCHITECTURE AND ENGINEERING, INC. 1992 NON-STATUTORY STOCK OPTION PLAN
     TEMPLATE SOFTWARE, INC. 1992 INCENTIVE STOCK OPTION PLAN, CLASS B STOCK
     SOFTWARE ARCHITECTURE AND ENGINEERING 1992 INCENTIVE STOCK OPTION PLAN
     SOFTWARE ARCHITECTURE AND ENGINEERING 1986 INCENTIVE STOCK OPTION PLAN
     SOFTWARE ARCHITECTURE AND ENGINEERING 1984 INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plans)
                            -------------------------

                              DENNIS MCKINNIE, ESQ.
          SENIOR VICE PRESIDENT, CHIEF LEGAL AND ADMINISTRATIVE OFFICER
                              LEVEL 8 SYSTEMS, INC.
                              8000 REGENCY PARKWAY
                           CARY, NORTH CAROLINA  27511
                           ---------------------------
                     (Name and address of agent for service)

                                 (919) 380-5000
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed     Proposed
Title of             Maximum      Maximum
Securities           Amount       Offering     Aggregate        Amount of
to be                to be        Price        Offering         Registration
Registered           Registered   Per Share    Price            Fee
----------------     -----------  -----------  ---------------  -------------
Common stock,. .     2,524,023    $39.219 (2)  $98,989,658 (3)  $      26,136
0.001 par value      shares(1)
----------------     -----------  -----------  ---------------  -------------
(1)     Representing  shares of the Registrant's  common stock, $0.001 par value
per share (the "Common Stock"), that may be issued and sold by the Registrant in
connection  with  (a)  the  1,400,000  increase in the number of shares reserved
under the Level 8 Systems, Inc. 1997 Stock Option Plan, as Amended and Restated,
(b)  1,124,023  shares  reserved  for  assumed  options  in  connection with the
acquisition  of  Template  Software pursuant to the Template Software, Inc. 1996
Equity  Incentive  Plan,  Software  Architecture  and  Engineering,  Inc.  1992
Non-Statutory  Stock  Option  Plan, Template Software, Inc. 1992 Incentive Stock
Option Plan, Class B Stock, Software Architecture and Engineering 1992 Incentive
Stock  Option  Plan,  Software Architecture and Engineering 1986 Incentive Stock
Option  Plan  and  Software  Architecture  and  Engineering 1984 Incentive Stock
Option  Plan  (collectively,  the  "Plans").  This  Registration  Statement also
covers such indeterminable number of additional shares as may become issuable to
prevent dilution in the event of a stock split, stock dividend, reclassification
or  other  similar  transaction  pursuant  to  the  terms  of  the  Plans.

(2)     The  average of the high and low prices of the Registrant's Common Stock
as  reported  by  the  Nasdaq  National  Market  for  March  21,  2000.

(3)     The  aggregate  offering  price  is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the Securities
Act  of  1933,  as  amended.

                              Level 8 S-8, Page 1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part  I of the
Instructions  to the Registration Statement on Form S-8 will be sent or given to
employees  of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities  Act  of  1933,  as  amended  (the  "Securities  Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  herein  by  reference:

(1)     The  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
December  31,  1999  as  filed  with  the Commission on March 22, 2000 (File No.
0-26392);

(2)     The Registrant's Current Report on Form 8-K/A, filed with the Commission
on March 17, 1999 (File No. 0-26392), including financial information related to
Seer  Technologies,  Inc.;

(3)     The  Registrant's Current Report on Form 8-K/A filed with the Commission
on March 13, 2000 (File No. 0-26392), including financial information related to
Template  Software,  Inc.;

(4)     The  Registrant's Definitive Proxy Statement for its 1999 Annual Meeting
of  Stockholders held on May 26, 1999, as filed with the Commission on April 30,
1999;

(5)     The  Registrant's  Registration  Statement  on  Form S-8, filed with the
Commission  on  September  18,  1996  (File  No.  333-12247);

(6)     The  Registrant's  Registration  Statement  on  Form S-8, filed with the
Commission  on  September  29,  1998  (File  No.  333-64637);

(7)     The  Registrant's  Registration  Statement  on  Form S-8, filed with the
Commission  on  September  1,  1999  (File  No.  333-86303);  and

(8)     The  description  of  the  Registrant's  Common  Stock  contained in the
Registrant's  Registration Statement on Form 8-A filed on July 11, 1995 pursuant
to  Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") (File
No.  0-26392),  as  modified  by  the  "Description  of  Level  8 Capital Stock"
contained  in  the  Registrant's  Registration  Statement  on Form S-4 (File No.
333-91413) which reflects the reincorporation of the Company under Delaware law.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  Exchange  Act  prior to the filing of a
post-effective  amendment that indicates that all securities offered hereby have
been  sold  or that deregisters all such securities then remaining unsold, shall
be  deemed to be incorporated by reference in this Registration Statement and to
be  a  part  hereof  from  the  date  of  filing  of  such  documents.

                              Level 8 S-8, Page 2
ITEM  4.     DESCRIPTION  OF  THE  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Powell,  Goldstein,  Frazer & Murphy LLP, Atlanta, Georgia, has rendered an
opinion  regarding  the  legality of the shares of Common Stock registered under
this  Form  S-8.

     Level  8's  financial  statements for the years ended December 31, 1999 and
1998  included  in this Registration Statement by reference have been audited by
PricewaterhouseCoopers  LLP,  independent accountants, and have been included in
the  Registration  Statement  in  reliance  upon  their  report  given  on their
authority  as  experts  in  auditing  and  accounting.

     Level  8's  financial  statements  for  the  year  ended  December 31, 1997
included  in this Registration Statement by reference have been audited by Grant
Thornton  LLP,  independent  accountants,  and  have  been  included  in  the
Registration Statement in reliance upon their report given on their authority as
experts  in  auditing  and  accounting.

     The  financial  statements for Seer Technologies, Inc. for the fiscal years
ended September 30, 1998, 1997, and 1996 included in this Registration Statement
by  reference  have  been  audited  by  PricewaterhouseCoopers  LLP, independent
accountants,  and  have been included in this Registration Statement in reliance
upon  their  report  given  on  their  authority  as  experts  in  auditing  and
accounting.

     Template Software, Inc.'s financial statements for the years ended December
31,  1998,  1997  and  1996 included in this Registration Statement by reference
have  been  audited by PricewaterhouseCoopers LLP, independent acccountants, and
have  been included in this Registration Statement in reliance upon their report
given  on  their  authority  as  experts  in  auditing  and  accounting.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Registrant's  Certificate  of  Incorporation  sets forth the extent to
which  the  Registrant's  directors  and  officers  may  be  indemnified  by the
Registrant against the liabilities which they may incur in such capacities. Such
indemnification  is  authorized by Section 145 of the General Corporation Law of
Delaware,  as  amended from time to time ("Section 145").  The Registrant shall,
to  the  extent  permitted by Section 145, indemnify each person who was or is a
party  or  threatened to be made a party to any threatened, pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason of the fact that he is or was or has agreed to become,
a  director or officer of the Registrant, or is or was serving, or has agreed to
serve,  at  the request of the Registrant, as a director, officer or trustee of,
or  any  similar capacity with, another corporation, partnership, joint venture,
trust  or  other enterprise (including any employee benefit plans), or by reason
of  any  action  alleged to have been taken or omitted in such capacity, against
all  expenses  (including attorneys' fees), judgments, fines and amounts paid in
settlement  actually  and  reasonably  incurred  by  him  or  on  his  behalf in
connection  with  such  action,  suit  or  proceeding  and any appeal therefrom.
Indemnification  may  include payment by the Registrant of expenses in defending
any  action  or proceeding in advance of the final disposition of such action or
proceeding  upon  receipt  of  an undertaking by the person indemnified to repay
such  payment if it is ultimately determined that such person is not entitled to
the  indemnification  under the Registrant's Certificate of Incorporation, which
undertaking  may  be accepted without reference to the financial ability of such
person  to  make  such repayment.  The Registrant shall not indemnify any person
seeking  indemnification  in  connection  with  a  proceeding  (or part thereof)
initiated by such person unless the initiation thereof was approved by the Board
of  Directors  of  the  Registrant.  The  indemnification rights provided in the
Registrant's  Certificate  of Incorporation shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any law, agreement
or  vote of stockholder or disinterested directors or otherwise, and shall inure
to  the benefit of the heirs, executors and administrators of such persons.  The

                              Level 8 S-8, Page 3
Registrant  may,  to  the  extent  authorized  from time to time by its Board of
Directors,  grant  indemnification  rights  to  other  persons  or agents of the
Registrant  or  other  persons  serving  the  Registrant  and such rights may be
equivalent  to  or  greater  or  less  than  those set forth in the Registrant's
Certificate  of  Incorporation.

     The Registrant maintains directors and officers liability policies covering
claims made against its directors and officers for certain wrongful acts done in
such  capacities  and  providing  reimbursement  to  the  Registrant  for  its
indemnification  of  its  directors  and  officers  in  respect  of such claims.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

                              Level 8 S-8, Page 4
ITEM  8.     EXHIBITS.

     The  following  exhibits  are  filed with or incorporated by reference into
this  Registration  Statement  pursuant  to  Item  601  of  Regulation  S-K:

Exhibit
  No.                         Description
-----                         -----------

5.1                Opinion  of  counsel  with  respect  to  the securities being
                   registered.*

23.1               Consent  of Powell, Goldstein, Frazer & Murphy, LLP (included
                   in  Exhibit  5.1).*

23.2               Consent  of  PricewaterhouseCoopers,  LLP,  independent
                   accountants.*

23.3               Consent  of  Grant  Thornton  LLP,  independent accountants.*

23.4               Consent  of  PricewaterhouseCoopers,  LLP,
                   independent  accountants.*

23.5               Consent  of  PricewaterhouseCoopers,  LLP,
                   independent  accountants.*

24.1               Power  of  Attorney (see signature pages to this Registration
                   Statement).*
________________________________________________________________________________

*  Filed  herewith.

ITEM  9.     UNDERTAKINGS.

(a)     The  undersigned  Registrant  hereby  undertakes:

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

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

               (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  and  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;

                              Level 8 S-8, Page 5
(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 Section 15(d) of the Exchange
                         Act  that  are  incorporated  by  reference  in  the
                         Registration Statement.

     (2)     That,  for  the  purpose  of  determining  any  liability under the
             Securities  Act, 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,  each  filing
        of  the  Registrant's  annual  report  pursuant  to Section  13(a)  or
        Section 15(d) of the Exchange  Act  (and, where applicable,  each filing
        of an employee benefit plan's annual  report  pursuant  to Section 15(d)
        of  the  Exchange  Act)  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.

(h)     Insofar  as indemnification for liabilities arising under the Securities
        Act  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  Commission
        such indemnification  is  against  public  policy  as  expressed  in the
        Securities  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   Securities Act  and will be governed by the final adjudication  of
        such  issue.

                              Level 8 S-8, Page 6
SIGNATURES
                                  ----------

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Cary, State of North Carolina, on this the 22 day of
March,  2000.

                                   LEVEL  8  SYSTEMS,  INC.

                                   By:  /s/  Dennis  McKinnie
                                        ---------------------
                                        Dennis  McKinnie
                                        Senior  Vice  President, Chief Legal and
                                        Administrative  Officer

     POWER  OF  ATTORNEY
     -------------------

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints each of Steven Dmiszewicki and Dennis McKinnie,
or  either of them, as 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and  agents,  full  power and authority to do and perform each and every act and
thing  required  or  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  each  of  said  attorneys-in-fact  and  agents,  or their
substitutes,  could  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

                              Level 8 S-8, Page 7
Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has  been  signed below on March 22, 2000 by the following persons in
the  capacities  indicated.

/s/  Arie  Kilman            Chairman  of  the  Board  of Directors  and  Chief
-----------------            Executive Officer  (Principal  Executive  Officer)
Arie  Kilman

/s/  Steven  Dmiszewicki     President
------------------------
Steven  Dmiszewicki

/s/  Renee  Fulk             Chief  Financial  Officer
----------------
Renee  Fulk

/s/  Samuel  Somech          Chairman  Emeritus  and  Director
-------------------
Samuel  Somech

/s/  Robert  M.  Brill       Director
----------------------
Robert  M.  Brill

/s/  Michel  Berty           Director
------------------
Michel  Berty

/s/  Theodore  Fine          Director
-------------------
Theodore  Fine

/s/  Lenny  Recanati          Director
--------------------
Lenny  Recanati

                              Level 8 S-8, Page 8
EXHIBIT  INDEX

Exhibit
  No.                         Description
-----                         -----------

5.1                Opinion  of  counsel  with respect  to  the  securities being
                   registered.*

23.1               Consent  of  counsel  (included  in  Exhibit  5).*

23.2               Consent  of  PricewaterhouseCoopers,  LLP,  independent
                   accountants.*

23.3               Consent  of  Grant  Thornton  LLP.*

23.4               Consent  of  PricewaterhouseCoopers,  LLP,
                   independent  accountants.*

23.5               Consent  of  PricewaterhouseCoopers,  LLP,
                   independent  accountants.*

24.1               Power  of  Attorney (see signature pages to this Registration
                   Statement).*
________________________________________________________________________________

*  Filed  herewith.

                              Level 8 S-8, Page 9