<TABLE>
<CAPTION>




<S> <C>
                 As filed with the Securities and Exchange Commission on August 31, 1999
                                                                      Registration No. 33-_____________

                             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
                                  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>
<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, $0.001    1,200,000  $ 9.6875(2)  $11,625,000(3)  $       3,232
par value        shares(1)
-------------  -----------  -----------  --------------  -------------
</TABLE>



(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").  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 a
separate Registration Statement on Form S-8 (Reg. No. 333-64637), the Registrant
previously registered 1,400,000 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  4,  1999.
(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>


     II-1


INCORPORATION  BY  REFERENCE  OF  CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
(FILE  NO.  333-64637)

     The  contents  of  the  Registration  Statement  on  Form  S-8 filed by the
Registrant on September 29, 1998       (File No. 333-64637) relating to the Plan
are  hereby  incorporated by reference pursuant to General Instruction E to Form
S-8.
<PAGE>


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
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  8.  EXHIBITS.

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



<S>                  <C>
Exhibit
  No.                Description
-------------------  ---------------------------------------------------------------------------------------

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

23(a)                Consent of counsel (included in Exhibit 5).*

23(b)                Consent of PricewaterhouseCoopers, LLP, independent accountants.*

23(c)                Consent of Grant Thornton LLP.*

23(d)                Consent of Lurie, Besikof, Lapidus & Co., LLP.*

23 (e)               Consent of PricewaterhouseCoopers, LLP, to incorporation by reference Form 10-K of Seer
                     Technologies, Inc. for the year ended September 30, 1998.*

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

*  Filed herewith.
</TABLE>



<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 31st day
of  August,  1999.

                                   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.

<PAGE>

     Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has  been signed below on August 31, 1999 by the following persons in
the  capacities  indicated.


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


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


/s/  Renee  Fulk                    Vice  President  -  Finance
----------------                    (Principal Financial and Accounting Officer)
Renee  Fulk


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


/s/  Frank  J.  Klein               Director
---------------------
Frank  J.  Klein



<PAGE>
     EXHIBIT  INDEX

<TABLE>
<CAPTION>



<S>                  <C>
Exhibit
  No.                Description
-------------------  ---------------------------------------------------------------------------------------

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

23(a)                Consent of counsel (included in Exhibit 5).*

23(b)                Consent of PricewaterhouseCoopers, LLP, independent accountants.*

23(c)                Consent of Grant Thornton LLP.*

23(d)                Consent of Lurie, Besikof, Lapidus & Co., LLP.*

23(e)                Consent of PricewaterhouseCoopers, LLP, to incorporation by reference Form 10-K of Seer
                     Technologies, Inc. for the year ended September 30, 1998.*

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


*  Filed herewith.
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12984}]
{"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": "333-86303", "film-number": "99704159"}, "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 31, 1999
                                                                      Registration No. 33-_____________

                             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
                                  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    1,200,000  $ 9.6875(2)  $11,625,000(3)  $       3,232
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").  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 a
separate Registration Statement on Form S-8 (Reg. No. 333-64637), the Registrant
previously registered 1,400,000 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  4,  1999.
(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.
II-1

INCORPORATION  BY  REFERENCE  OF  CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
(FILE  NO.  333-64637)

     The  contents  of  the  Registration  Statement  on  Form  S-8 filed by the
Registrant on September 29, 1998       (File No. 333-64637) relating to the Plan
are  hereby  incorporated by reference pursuant to General Instruction E to Form
S-8.
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
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  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(a)                Consent of counsel (included in Exhibit 5).*

23(b)                Consent of PricewaterhouseCoopers, LLP, independent accountants.*

23(c)                Consent of Grant Thornton LLP.*

23(d)                Consent of Lurie, Besikof, Lapidus & Co., LLP.*

23 (e)               Consent of PricewaterhouseCoopers, LLP, to incorporation by reference Form 10-K of Seer
                     Technologies, Inc. for the year ended September 30, 1998.*

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 31st day
of  August,  1999.

                                   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.
Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has  been signed below on August 31, 1999 by the following persons in
the  capacities  indicated.

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

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

/s/  Renee  Fulk                    Vice  President  -  Finance
----------------                    (Principal Financial and Accounting Officer)
Renee  Fulk

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

/s/  Frank  J.  Klein               Director
---------------------
Frank  J.  Klein
EXHIBIT  INDEX
Exhibit
  No.                Description
-------------------  ---------------------------------------------------------------------------------------

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

23(a)                Consent of counsel (included in Exhibit 5).*

23(b)                Consent of PricewaterhouseCoopers, LLP, independent accountants.*

23(c)                Consent of Grant Thornton LLP.*

23(d)                Consent of Lurie, Besikof, Lapidus & Co., LLP.*

23(e)                Consent of PricewaterhouseCoopers, LLP, to incorporation by reference Form 10-K of Seer
                     Technologies, Inc. for the year ended September 30, 1998.*

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

*  Filed herewith.