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.
                        INTERNATIONAL STOCK PURCHASE PLAN
                            (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>
<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       65,000  $ 9.6875(2)  $629,687.50(3)  $      176.00
par value      shares(1)
-------------  -----------  -----------  --------------  -------------
</TABLE>



(1)     Representing  shares  to  be issued and sold by the Registrant under the
Level  8  Systems,  Inc.  International  Stock Purchase Plan (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.
(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>

     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").

<PAGE>

     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:
<TABLE>
<CAPTION>
<S> <C>

(1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 0-26392);

(2)  The Registrant's Current Report on Form 8-K/A, filed with the Commission on January 11, 1999 (File No. 0-26392);

(3)  The Registrant's Current Report on Form 8-K/A, filed with the Commission on January 15, 1999 (File No. 0-26392);

(4)  The Registrant's Current Report on Form 8-K, filed with the Commission on January 15, 1999 (File No. 0-26392);

(5)  The Registrant's Current Report on Form 8-K, filed with the Commission on January 21, 1999 (File No. 0-26392);

(6)  The Registrant's Current Report on Form 8-K/A, filed with the Commission on March 17, 1999 (File No. 0-26392);

(7)     The Registrant's Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1998 and filed with the Commission on Apri

(8)     The Registrant's Quarterly Report on Form 10-Q/A for the quarter ended June 30, 1998 and filed with the Commission on April

(9)     The Registrant's Quarterly Report on Form 10-Q/A for the quarter ended September 30, 1998 and filed with the Commission on

(10)     The Registrant's Current Report on Form 8-K, filed with the Commission filed with the Commission on April 30, 1999 (File N

(11)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (File No. 0-26392);

(12)  The Registrant's Definitive Proxy Statement for its 1999 Annual Meeting of Stockholders held on May 26, 1999;

(13)  The Registrant's Current Report on Form 8-K/A filed with the Commission on June 29, 1999 (File No. 0-26392);

(14)  The Registrant's Current Report on Form 8-K/A filed with the Commission on July 12, 1999 (File No. 0-26392);

(15)  The Registrant's Current Report on Form 8-K filed with the Commission on July 23, 1999 (File No. 0-26392); and

(16)     The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on

</TABLE>



     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.

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.



<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:
<TABLE>
<CAPTION>



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

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

10                   Level 8 Systems, Inc. International Stock Purchase Plan*

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

23(b)                Consent of PricewaterhouseCoopers, LLP.*

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>



     II-5




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 value of securities offered would not exceed
that  which  was  registered)  and any deviation from the low or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  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
registration  statement is on Form S-3, 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.

<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>



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

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

10                   Level 8 Systems, Inc. International Stock Purchase Plan*

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

23(b)                Consent of PricewaterhouseCoopers, LLP.*

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": 19307}]
{"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": "333-86305", "film-number": "99704160"}, "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.
                        INTERNATIONAL STOCK PURCHASE PLAN
                            (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       65,000  $ 9.6875(2)  $629,687.50(3)  $      176.00
par value      shares(1)
-------------  -----------  -----------  --------------  -------------
(1)     Representing  shares  to  be issued and sold by the Registrant under the
Level  8  Systems,  Inc.  International  Stock Purchase Plan (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.
(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.
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, 1998 (File No. 0-26392);

(2)  The Registrant's Current Report on Form 8-K/A, filed with the Commission on January 11, 1999 (File No. 0-26392);

(3)  The Registrant's Current Report on Form 8-K/A, filed with the Commission on January 15, 1999 (File No. 0-26392);

(4)  The Registrant's Current Report on Form 8-K, filed with the Commission on January 15, 1999 (File No. 0-26392);

(5)  The Registrant's Current Report on Form 8-K, filed with the Commission on January 21, 1999 (File No. 0-26392);

(6)  The Registrant's Current Report on Form 8-K/A, filed with the Commission on March 17, 1999 (File No. 0-26392);

(7)     The Registrant's Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1998 and filed with the Commission on Apri

(8)     The Registrant's Quarterly Report on Form 10-Q/A for the quarter ended June 30, 1998 and filed with the Commission on April

(9)     The Registrant's Quarterly Report on Form 10-Q/A for the quarter ended September 30, 1998 and filed with the Commission on

(10)     The Registrant's Current Report on Form 8-K, filed with the Commission filed with the Commission on April 30, 1999 (File N

(11)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (File No. 0-26392);

(12)  The Registrant's Definitive Proxy Statement for its 1999 Annual Meeting of Stockholders held on May 26, 1999;

(13)  The Registrant's Current Report on Form 8-K/A filed with the Commission on June 29, 1999 (File No. 0-26392);

(14)  The Registrant's Current Report on Form 8-K/A filed with the Commission on July 12, 1999 (File No. 0-26392);

(15)  The Registrant's Current Report on Form 8-K filed with the Commission on July 23, 1999 (File No. 0-26392); and

(16)     The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on
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.

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.*

10                   Level 8 Systems, Inc. International Stock Purchase Plan*

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

23(b)                Consent of PricewaterhouseCoopers, LLP.*

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.
II-5

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 value of securities offered would not exceed
that  which  was  registered)  and any deviation from the low or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  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
registration  statement is on Form S-3, 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.
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.*

10                   Level 8 Systems, Inc. International Stock Purchase Plan*

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

23(b)                Consent of PricewaterhouseCoopers, LLP.*

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.