As filed with the Securities and Exchange Commission on December 15, 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
                                (919) 380-5000
--------------------------------------------------------------------------------
              (Address of principal executive offices and zip code)

                              LEVEL 8 SYSTEMS, INC.
                        2000 STOCK GRANT RETENTION PLAN
                            (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)

                           Copies of Communictions to:
                              Scott D. Smith, Esq.
                             Eliot W. Robinson, Esq.
                      Powell, Goldstein, Frazer & Murphy LLP
                                 Sixteenth Floor
                            191 Peachtree Stree, N.E.
                             Atlanta, Georgia 30303
                                (404) 572-6600

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

                         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      43,734             $8.125(1)     $355,339(2)    $          94
par value         shares
---------------  -------------------  -----------  --------------  -------------

(1)     The  average of the high and low prices of the Registrant's Common Stock
as  reported  by  the  Nasdaq  National  Market  for  December  13,  2000.

(2)     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>

                                     PART I

     INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS


     The document(s) containing information specified by Part I of this Form S-8
Registration  Statement (the "Registration Statement") have been or will be sent
or  given  to  participants  in the plan listed on the cover of the Registration
Statement  (the  "Plan")  as  specified  in  Rule  428(b)(1)  promulgated by the
Securities  and  Exchange Commission (the "Commission") under the Securities Act
of  1933,  as  amended  (the  "1933  Act").


                     Level 8 Systems, Inc. Form S-8, Page 2
<PAGE>


                                     PART II


ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.

     The  following  documents  previously  filed  by  the  Registrant  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange  Act  of 1934, as amended (the "Exchange Act"), are incorporated herein
by  reference:

(1)     Annual  Report  on  Form  10-K  for  the  year  ended  December 31, 1999
        (Commission  File  No.  000-26392);  and

(2)     All  other reports filed by the Registrant pursuant to Sections 13(a) or
        15(d)  of  the  Exchange  Act  since  the  end  of  such  fiscal  year.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon  which  this  offering  is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Powell,  Goldstein,  Frazer & Murphy LLP, Atlanta, Georgia, has rendered an
opinion  regarding  the  legality  of  the  securities  registered  hereby.


                     Level 8 Systems, Inc. Form S-8, Page 3
<PAGE>


ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Section 145 of the Delaware General Corporation Law permits indemnification
of  directors,  officers,  employees  and agents of corporations for liabilities
arising  under  the  Securities  Act  of  1933,  as  amended.

     The  registrant's  certificate  of  incorporation  and  bylaws  provide for
indemnification of the registrant's directors and officers to the fullest extent
permitted  by  Section  145  of  the Delaware General Corporation Law. Statutory
Provisions  Section  102(b)(7) of the Delaware General Corporation Law enables a
corporation  in  its  certificate  of  incorporation  to  eliminate or limit the
personal  liability  of  members of its board of directors to the corporation or
its  stockholders  for monetary damages for violations of a director's fiduciary
duty  of  care.  The  provision  would  have  no  effect  on the availability of
equitable remedies, such as an injunction or rescission, for breach of fiduciary
duty.  In  addition,  no  provision  may  eliminate  or limit the liability of a
director  for  breaching  his  duty  of  loyalty,  failing to act in good faith,
engaging  in  intentional  misconduct  or  knowingly  violating a law, paying an
unlawful  dividend  or  approving  an  illegal stock repurchase, or obtaining an
improper  personal  benefit.

     Section  145 of the Delaware General Corporation Law empowers a corporation
to  indemnify  any person who was or is a party to or is 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 a director, officer, employee or agent of the corporation,
against  expenses (including attorney's fees), judgments, fines and amounts paid
in  settlement  actually  and  reasonably incurred by him in connection with the
action,  suit  or  proceeding  if  he  acted  in  good  faith and in a manner he
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation,  and,  with  respect  to  any criminal action or proceeding, had no
reasonable  cause  to believe his conduct was unlawful. No indemnification shall
be  made  in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that  the  court  in  which such action or suit was brought shall determine upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of  the  case,  such  person is fairly and reasonably entitled to
indemnity  for  expenses  which  the  court  shall  deem proper. Additionally, a
corporation is required to indemnify its directors and officers against expenses
to  the extent that the directors or officers have been successful on the merits
or otherwise in any action, suit or proceeding or in defense of any claim, issue
or  matter.

     An indemnification can be made by the corporation only upon a determination
that  indemnification  is  proper in the circumstances because the party seeking
indemnification  has  met the applicable standard of conduct as set forth in the
Delaware  General  Corporation Law. The indemnification provided by the Delaware
General  Corporation  Law  shall  not be deemed exclusive of any other rights to
which  those seeking indemnification may be entitled under any bylaw, agreement,
vote  of  stockholders  or  disinterested directors, or otherwise. A corporation
also  has  the power to purchase and maintain insurance on behalf of any person,
whether  or  not  the  corporation would have the power to indemnify him against
such liability. The indemnification provided by the Delaware General Corporation
Law shall, unless otherwise provided when authorized or ratified, continue as to
a  person  who has ceased to be a director, officer, employee or agent and shall
inure  to  the benefit of the heirs, executors and administrators of the person.
The  registrant's certificate of incorporation limits a director's liability for
monetary  damages  to  the  registrant  and  its  stockholders  for  breaches of
fiduciary  duty  except under the circumstances outlined in the Delaware General
Corporation  Law  as  described  above  under  "Statutory  Provisions."

     The  registrant's  certificate  of  incorporation  extends  indemnification
rights  to the fullest extent authorized by the Delaware General Corporation Law
to  directors  and officers involved in any action, suit or proceeding where the
basis  of the involvement is the person's alleged action in an official capacity
or  in  any  other  capacity  while  serving  as  a  director  or officer of the
registrant.


                     Level 8 Systems, Inc. Form S-8, Page 4
<PAGE>


ITEM  8.  EXHIBITS.

     See  Exhibit  Index.

ITEM  9.  UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

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

               (i)     To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933, as amended  (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;

               (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  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 Securities Exchange
Act of 1934, as amended (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.

     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 herein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.


                     Level 8 Systems, Inc. Form S-8, Page 5
<PAGE>


     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 Securities and Exchange 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  to  the  questions  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 Systems, Inc. Form 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 15th day
of  December,  2000.

                                         LEVEL  8  SYSTEMS,  INC.

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


                     Level 8 Systems, Inc. Form S-8, Page 7
<PAGE>
                                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  December  15, 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


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




                     Level 8 Systems, Inc. Form S-8, Page 8
<PAGE>
------

                                 EXHIBIT  INDEX
     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  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect  to  Template Software, Inc.*

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

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

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

99      Level  8  Systems,  Inc.  2000  Stock  Grant  Retention  Plan.*


*  Filed  herewith.


                     Level 8 Systems, Inc. Form S-8, Page 9
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 19001}]
{"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": "333-51936", "film-number": "790169"}, "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 December 15, 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
                                (919) 380-5000
--------------------------------------------------------------------------------
              (Address of principal executive offices and zip code)

                              LEVEL 8 SYSTEMS, INC.
                        2000 STOCK GRANT RETENTION PLAN
                            (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)

                           Copies of Communictions to:
                              Scott D. Smith, Esq.
                             Eliot W. Robinson, Esq.
                      Powell, Goldstein, Frazer & Murphy LLP
                                 Sixteenth Floor
                            191 Peachtree Stree, N.E.
                             Atlanta, Georgia 30303
                                (404) 572-6600

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

                         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      43,734             $8.125(1)     $355,339(2)    $          94
par value         shares
---------------  -------------------  -----------  --------------  -------------

(1)     The  average of the high and low prices of the Registrant's Common Stock
as  reported  by  the  Nasdaq  National  Market  for  December  13,  2000.

(2)     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.
PART I

     INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

     The document(s) containing information specified by Part I of this Form S-8
Registration  Statement (the "Registration Statement") have been or will be sent
or  given  to  participants  in the plan listed on the cover of the Registration
Statement  (the  "Plan")  as  specified  in  Rule  428(b)(1)  promulgated by the
Securities  and  Exchange Commission (the "Commission") under the Securities Act
of  1933,  as  amended  (the  "1933  Act").

                     Level 8 Systems, Inc. Form S-8, Page 2
PART II

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.

     The  following  documents  previously  filed  by  the  Registrant  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange  Act  of 1934, as amended (the "Exchange Act"), are incorporated herein
by  reference:

(1)     Annual  Report  on  Form  10-K  for  the  year  ended  December 31, 1999
        (Commission  File  No.  000-26392);  and

(2)     All  other reports filed by the Registrant pursuant to Sections 13(a) or
        15(d)  of  the  Exchange  Act  since  the  end  of  such  fiscal  year.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon  which  this  offering  is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Powell,  Goldstein,  Frazer & Murphy LLP, Atlanta, Georgia, has rendered an
opinion  regarding  the  legality  of  the  securities  registered  hereby.

                     Level 8 Systems, Inc. Form S-8, Page 3
ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Section 145 of the Delaware General Corporation Law permits indemnification
of  directors,  officers,  employees  and agents of corporations for liabilities
arising  under  the  Securities  Act  of  1933,  as  amended.

     The  registrant's  certificate  of  incorporation  and  bylaws  provide for
indemnification of the registrant's directors and officers to the fullest extent
permitted  by  Section  145  of  the Delaware General Corporation Law. Statutory
Provisions  Section  102(b)(7) of the Delaware General Corporation Law enables a
corporation  in  its  certificate  of  incorporation  to  eliminate or limit the
personal  liability  of  members of its board of directors to the corporation or
its  stockholders  for monetary damages for violations of a director's fiduciary
duty  of  care.  The  provision  would  have  no  effect  on the availability of
equitable remedies, such as an injunction or rescission, for breach of fiduciary
duty.  In  addition,  no  provision  may  eliminate  or limit the liability of a
director  for  breaching  his  duty  of  loyalty,  failing to act in good faith,
engaging  in  intentional  misconduct  or  knowingly  violating a law, paying an
unlawful  dividend  or  approving  an  illegal stock repurchase, or obtaining an
improper  personal  benefit.

     Section  145 of the Delaware General Corporation Law empowers a corporation
to  indemnify  any person who was or is a party to or is 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 a director, officer, employee or agent of the corporation,
against  expenses (including attorney's fees), judgments, fines and amounts paid
in  settlement  actually  and  reasonably incurred by him in connection with the
action,  suit  or  proceeding  if  he  acted  in  good  faith and in a manner he
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation,  and,  with  respect  to  any criminal action or proceeding, had no
reasonable  cause  to believe his conduct was unlawful. No indemnification shall
be  made  in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that  the  court  in  which such action or suit was brought shall determine upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of  the  case,  such  person is fairly and reasonably entitled to
indemnity  for  expenses  which  the  court  shall  deem proper. Additionally, a
corporation is required to indemnify its directors and officers against expenses
to  the extent that the directors or officers have been successful on the merits
or otherwise in any action, suit or proceeding or in defense of any claim, issue
or  matter.

     An indemnification can be made by the corporation only upon a determination
that  indemnification  is  proper in the circumstances because the party seeking
indemnification  has  met the applicable standard of conduct as set forth in the
Delaware  General  Corporation Law. The indemnification provided by the Delaware
General  Corporation  Law  shall  not be deemed exclusive of any other rights to
which  those seeking indemnification may be entitled under any bylaw, agreement,
vote  of  stockholders  or  disinterested directors, or otherwise. A corporation
also  has  the power to purchase and maintain insurance on behalf of any person,
whether  or  not  the  corporation would have the power to indemnify him against
such liability. The indemnification provided by the Delaware General Corporation
Law shall, unless otherwise provided when authorized or ratified, continue as to
a  person  who has ceased to be a director, officer, employee or agent and shall
inure  to  the benefit of the heirs, executors and administrators of the person.
The  registrant's certificate of incorporation limits a director's liability for
monetary  damages  to  the  registrant  and  its  stockholders  for  breaches of
fiduciary  duty  except under the circumstances outlined in the Delaware General
Corporation  Law  as  described  above  under  "Statutory  Provisions."

     The  registrant's  certificate  of  incorporation  extends  indemnification
rights  to the fullest extent authorized by the Delaware General Corporation Law
to  directors  and officers involved in any action, suit or proceeding where the
basis  of the involvement is the person's alleged action in an official capacity
or  in  any  other  capacity  while  serving  as  a  director  or officer of the
registrant.

                     Level 8 Systems, Inc. Form S-8, Page 4
ITEM  8.  EXHIBITS.

     See  Exhibit  Index.

ITEM  9.  UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

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

               (i)     To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933, as amended  (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;

               (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  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 Securities Exchange
Act of 1934, as amended (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.

     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 herein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

                     Level 8 Systems, Inc. Form S-8, Page 5
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 Securities and Exchange 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  to  the  questions  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 Systems, Inc. Form 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 15th day
of  December,  2000.

                                         LEVEL  8  SYSTEMS,  INC.

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

                     Level 8 Systems, Inc. Form S-8, Page 7
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  December  15, 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

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

                     Level 8 Systems, Inc. Form S-8, Page 8
------

                                 EXHIBIT  INDEX
     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  PricewaterhouseCoopers,  LLP,  independent  auditors,  with
        respect  to  Template Software, Inc.*

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

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

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

99      Level  8  Systems,  Inc.  2000  Stock  Grant  Retention  Plan.*

*  Filed  herewith.

                     Level 8 Systems, Inc. Form S-8, Page 9