As filed with the Securities and Exchange Commission on August 25, 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
                            (Full Title of the Plan)
--------------------------------------------------------------------------------

                              DENNIS MCKINNIE, ESQ.
    SENIOR VICE PRESIDENT, CHIEF LEGAL AND ADMINISTRATIVE OFFICER AND CORPORATE
                                    SECRETARY
                              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, $0.001    1,250,000            $18.0625(2)  $22,578,125(3)  $       5,961
par value        shares(1)
---------------  -------------------  -----------  --------------  -------------

(1)     Representing  shares  of  the Registrant's common stock, $.001 par value
per share (the "Common Stock"), that may be issued and sold by the Registrant in
connection with the Level 8 Systems, Inc. 1997 Stock Option Plan, as Amended and
Restated  (the  "Plan")  with respect to the 1,250,000 increase in the number of
shares  reserved  under  the Plan.  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 Plan. Pursuant to
separate  Registration Statements on Form S-8 (Reg. No. 333-64637, 333-33122 and
333-86303),  the  Registrant  previously  registered  an  aggregate of 4,000,000
shares  of  Common  Stock  not  included in the above figure subject to issuance
under  the  Plan.

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

<PAGE>




INCORPORATION  BY  REFERENCE  OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
(FILE  NOS.  333-64637,  333-33122  AND  333-86303)

     The  contents  of  the  Registration  Statements  on  Form S-8 filed by the
Registrant  on  September 29, 1998 (File No. 333-64637), September 1, 1999 (File
No.  333-86303) and March 23, 2000 (File No. 333-33122) relating to the Plan are
hereby  incorporated by reference pursuant to General Instruction E to Form S-8.
<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      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  auditors,  with
        respect  to  Level Systems, Inc*

 23.3   Consent  of  Grant Thornton LLP, independent certified accountants, with
        respect to Level 8 Systems, Inc.*

 23.4   Consent  of  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect  to  Template Software, Inc.*

 23.5   Consent  of  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect to Seer Technologies, Inc.*

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



*  Filed  herewith.



<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 25th day
of  August, 2000.

                                   LEVEL  8  SYSTEMS,  INC.


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


     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.

<PAGE>

     Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has  been signed below on August 25, 2000 by the following persons in
the  capacities  indicated.


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


/s/  Steven  Dmiszewicki     President  and  Director
------------------------
Steven  Dmiszewicki


/s/  Renee D.Fulk            Chief Financial Officer, Treasurer and Assistant
------------------------     Secretary
Renee  D.  Fulk


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


                             Director
------------------------
Robert  M.  Brill


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


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


                             Director
------------------------
Lenny  Recanati


                             Director
------------------------
Anthony Pizi

<PAGE>


     EXHIBIT  INDEX

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


 5      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  auditors,  with
        respect  to  Level Systems, Inc*

 23.3   Consent  of  Grant Thornton LLP, independent certified accountants, with
        respect to Level 8 Systems, Inc.*

 23.4   Consent  of  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect  to  Template Software, Inc.*

 23.5   Consent  of  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect to Seer Technologies, Inc.*

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



*  Filed  herewith.


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 9473}]
{"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": "333-44598", "film-number": "710503"}, "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 August 25, 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
                            (Full Title of the Plan)
--------------------------------------------------------------------------------

                              DENNIS MCKINNIE, ESQ.
    SENIOR VICE PRESIDENT, CHIEF LEGAL AND ADMINISTRATIVE OFFICER AND CORPORATE
                                    SECRETARY
                              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, $0.001    1,250,000            $18.0625(2)  $22,578,125(3)  $       5,961
par value        shares(1)
---------------  -------------------  -----------  --------------  -------------

(1)     Representing  shares  of  the Registrant's common stock, $.001 par value
per share (the "Common Stock"), that may be issued and sold by the Registrant in
connection with the Level 8 Systems, Inc. 1997 Stock Option Plan, as Amended and
Restated  (the  "Plan")  with respect to the 1,250,000 increase in the number of
shares  reserved  under  the Plan.  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 Plan. Pursuant to
separate  Registration Statements on Form S-8 (Reg. No. 333-64637, 333-33122 and
333-86303),  the  Registrant  previously  registered  an  aggregate of 4,000,000
shares  of  Common  Stock  not  included in the above figure subject to issuance
under  the  Plan.

(2)     The  average of the high and low prices of the Registrant's Common Stock
as  reported  by  the  Nasdaq  National  Market  for  August  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.
INCORPORATION  BY  REFERENCE  OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
(FILE  NOS.  333-64637,  333-33122  AND  333-86303)

     The  contents  of  the  Registration  Statements  on  Form S-8 filed by the
Registrant  on  September 29, 1998 (File No. 333-64637), September 1, 1999 (File
No.  333-86303) and March 23, 2000 (File No. 333-33122) relating to the Plan are
hereby  incorporated by reference pursuant to General Instruction E to Form S-8.
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      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  auditors,  with
        respect  to  Level Systems, Inc*

 23.3   Consent  of  Grant Thornton LLP, independent certified accountants, with
        respect to Level 8 Systems, Inc.*

 23.4   Consent  of  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect  to  Template Software, Inc.*

 23.5   Consent  of  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect to Seer Technologies, Inc.*

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

*  Filed  herewith.
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 25th day
of  August, 2000.

                                   LEVEL  8  SYSTEMS,  INC.

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

     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.
Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has  been signed below on August 25, 2000 by the following persons in
the  capacities  indicated.

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

/s/  Steven  Dmiszewicki     President  and  Director
------------------------
Steven  Dmiszewicki

/s/  Renee D.Fulk            Chief Financial Officer, Treasurer and Assistant
------------------------     Secretary
Renee  D.  Fulk

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

                             Director
------------------------
Robert  M.  Brill

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

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

                             Director
------------------------
Lenny  Recanati

                             Director
------------------------
Anthony Pizi
EXHIBIT  INDEX

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

 5      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  auditors,  with
        respect  to  Level Systems, Inc*

 23.3   Consent  of  Grant Thornton LLP, independent certified accountants, with
        respect to Level 8 Systems, Inc.*

 23.4   Consent  of  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect  to  Template Software, Inc.*

 23.5   Consent  of  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect to Seer Technologies, Inc.*

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

*  Filed  herewith.