AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 2005

                                            REGISTRATION STATEMENT NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 SMARTPROS LTD.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                  13-4100476
     (State or other jurisdiction of                    (I.R.S. employer
      incorporation or organization)                 identification number)

                                12 SKYLINE DRIVE
                            HAWTHORNE, NEW YORK 10532
                                 (914) 345-2620
    (Address, including zip code, and telephone number, including area code,
                        of principal executive offices)

                      SMARTPROS LTD. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                                 ALLEN S. GREENE
                             CHIEF EXECUTIVE OFFICER
                                12 SKYLINE DRIVE
                            HAWTHORNE, NEW YORK 10532
                                 (914) 345-2620
                     (Name and address, including zip code,
        and telephone number, including area code, of agent for service)

                                    COPY TO:
                            JOEL J. GOLDSCHMIDT, ESQ.
                        MORSE, ZELNICK, ROSE & LANDER LLP
                           405 PARK AVENUE, SUITE 1401
                            NEW YORK, NEW YORK 10022

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                       PROPOSED        PROPOSED
                                                                       MAXIMUM          MAXIMUM
                                                                       OFFERING        AGGREGATE        AMOUNT OF
            TITLE OF SECURITIES TO                 AMOUNT TO BE         PRICE       OFFERING PRICE     REGISTRATION
               BE REGISTERED(1)                   REGISTERED(2)       PER SHARE                            FEE

<S>                     <C>                       <C>                  <C>           <C>                 <C>
Common stock, par value $.0001 per share          389,509 shares       $4.72(3)      $1,838,482.48       $216.39
Common stock, par value $.0001 per share          492,810 shares       $3.95(4)      $1,946,599.50       $229.11
                                                  -------                            -------------       -------
Total                                             882,319 shares                     $3,785,081.98       $445.50
</TABLE>

(1)  The securities to be registered include shares of common stock and options
and rights to acquire common stock.

(2)  Covers 882,319 shares issuable under the SmartPros Ltd. 1999 Stock Option
Plan (the "Plan") and, pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the "Act"), an indeterminate number of additional shares which may
be offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.

(3)  Calculated in accordance with Rule 457(h) based on a weighted average
exercise price at which outstanding options may be exercised.

(4)  Estimated pursuant to Rule 457(c) and (h) under the Act, solely for the
purpose of calculating the registration fee based on the average of the high and
low prices per share of the Common Stock on the American Stock Exchange on April
6, 2005.

<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information specified in Item 1 and Item 2 of Part I of this
Registration Statement on Form S-8 (the "Registration Statement") is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act") and the introductory
note to Part I of the Registration Statement. The documents containing the
information specified in Part I will be delivered to the participants in the
plan covered by this Registration Statement as required by Rule 428(b)(1).

                                     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") by SmartPros Ltd. (the "Company") pursuant to the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this registration
statement:

         (a)      The Company's annual report filed on Form 10-KSB for the
                  fiscal year ended December 31, 2004 filed March 25, 2005.

         (b)      The Company's Prospectus filed pursuant to Rule 424(b) of the
                  Securities Act (Registration No. 333-115454) filed on October
                  19, 2004 (the "Prospectus").

         (c)      The Company's registration statement on Form 8-A (Registration
                  No. 001-32300), originally filed September 22, 2004 and
                  amended October 19, 2004.

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

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Shares included in this Registration Statement will
be passed upon for us by Morse, Zelnick, Rose & Lander LLP. New York, New York.
Affiliates of Morse, Zelnick, Rose & Lander LLP, including its partners own an
aggregate of 73,239 shares of our common stock, options to purchase 15,510
shares of our common stock at an exercise price of $5.32 per share and warrants
to purchase 21,269 shares of our common stock at an exercise price of $7.125 per
share.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by Section 102 of the Delaware General Corporation Law, or
the DGCL, the Company's certificate of incorporation, as amended, includes a
provision that eliminates the personal liability of the Company's directors for
monetary damages for breach of fiduciary duty as a director.

         The Company's certificate of incorporation, as amended, and bylaws also
provide that:

           o  the Company must indemnify its directors and officers to the
              fullest extent permitted by Delaware law;

           o  the Company may advance expenses, as incurred, to its directors
              and executive officers in connection with a legal proceeding to
              the fullest extent permitted by Delaware Law; and
<PAGE>


           o  the Company may indemnify its other employees and agents to the
              same extent that the Company indemnified its officers and
              directors, unless otherwise determined by the Company's board of
              directors.

         Pursuant to Section 145(a) of the DGCL, the Company may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, agent or employee of the Company or is or
was serving at the Company's request as a director, officer, agent, or employee
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgment, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding. Pursuant to Section 145(b) of the DGCL, the
power to indemnify also applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense expenses (including
attorneys' fees) actually and reasonably incurred by the person in connection
with the defense or settlement of such action or suit. Pursuant to Section
145(b), the Company shall not indemnify any person in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery or 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 such
expenses which the Court of Chancery or such other court shall deem proper. The
power to indemnify under Sections 145(a) and (b) of the DGCL applies (i) if such
person is successful on the merits or otherwise in defense of any action, suit
or proceeding, or (ii) if such person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Section 174 of the DGCL provides, among other things, that a director,
who willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.

         The indemnification provisions contained in the Company's second
amended and restated certificate of incorporation and bylaws are not exclusive
of any other rights to which a person may be entitled by law, agreement, vote of
stockholders or disinterested directors or otherwise.

         In addition, the Company currently maintains insurance on behalf of our
directors and executive officers insuring them against certain liabilities
asserted against them in their capacities as directors or officers or arising
out of such status. Such insurance would be available to the Company's directors
and officers in accordance with its terms.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as part of this registration
statement:


EXHIBIT
NUMBER                          DESCRIPTION OF EXHIBIT

  4.1    Certificate of Incorporation, as amended, of Registrant (incorporated
         by reference to Exhibit 3.1 to the registration statement filed by
         Registrant on Form SB-2 (Registration No. 333-115454) originally filed
         with the SEC on May 13, 2004 (the "SB-2 Registration Statement))

  4.2    Form of Amended and Restated By-Laws, as amended, of Registrant
         (incorporated by reference to Exhibit 3.2 to the SB-2 Registration
         Statement)

  4.3    Form of certificate of common stock (incorporated by reference to
         Exhibit 4.1 to the SB-2 Registration Statement)

  5.1    Opinion of Morse, Zelnick, Rose & Lander LLP

 23.1    Consent of Morse, Zelnick, Rose & Lander LLP (included in Exhibit 5.1)

 23.2    Consent of Holtz Rubenstein Reminick LLP

 23.3    Consent of McGladrey & Pullen LLP

 24      Power of attorney (included in the signature page to this Registration
         Statement)

 99.1    SmartPros Ltd. 1999 Stock Option Plan (incorporated by reference to
         Exhibit 10.1 to the SB-2 Registration Statement

<PAGE>


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.

                  (ii)     To  reflect  in  the  prospectus  any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high 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 20 percent 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 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
         Securities Act of 1933, 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 hereby 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this 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.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Hawthorne, State of New York, on April 8, 2005.

            SMARTPROS LTD.
            By:                        /s/   ALLEN S. GREENE
                                    ------------------------------
                                    Name: Allen S. Greene
                                    Title: Chief Executive Officer



                                POWER OF ATTORNEY

         We, the undersigned officers and directors of SmartPros Ltd., hereby
severally constitute and appoint Allen S. Greene and Stanley P. Wirtheim, and
each of them acting alone, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution in each of them for him and
in his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
(or any other registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933)
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite 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 said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 8, 2005.

       SIGNATURE                                TITLE

  /s/ ALLEN S. GREENE         Chief Executive Officer (Principal Executive
 --------------------         Officer), Director
    Allen S. Greene

/s/ STANLEY P. WIRTHEIM       Chief Financial Officer (Principal Financial
-----------------------       Officer, Principal Accounting Officer)
  Stanley P. Wirtheim

   /s/ JOHN F. GAMBA          Chairman of the Board of Directors
  ------------------
     John F. Gamba

  /s/ JACK FINGERHUT          Director
 --------------------
    Jack Fingerhut

 /s/ WILLIAM GROLLMAN         Director
 --------------------
   William Grollman

   /s/ BRUCE JUDSON           Director
  -----------------
     Bruce. Judson

  /s/ MARTIN H. LAGER         Director
  -------------------
    Martin H. Lager

/s/ JOSHUA A. WEINREICH       Director
-----------------------
  Joshua A. Weinreich
[{"type": "S-8", "sequence": "1", "filename": "c36954_s-8.txt", "secsgml_size_bytes": 20501}]
{"company-data": {"conformed-name": "SmartPros Ltd.", "cik": "0001289863", "assigned-sic": "8200", "irs-number": "134100476", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123943", "film-number": "05740986"}, "business-address": {"street1": "12 SKYLINE DRIVE", "city": "HAWTHORNE", "state": "NY", "zip": "10532", "phone": "9143452620"}, "mail-address": {"street1": "12 SKYLINE DRIVE", "city": "HAWTHORNE", "state": "NY", "zip": "10532"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 2005

                                            REGISTRATION STATEMENT NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 SMARTPROS LTD.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                  13-4100476
     (State or other jurisdiction of                    (I.R.S. employer
      incorporation or organization)                 identification number)

                                12 SKYLINE DRIVE
                            HAWTHORNE, NEW YORK 10532
                                 (914) 345-2620
    (Address, including zip code, and telephone number, including area code,
                        of principal executive offices)

                      SMARTPROS LTD. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                                 ALLEN S. GREENE
                             CHIEF EXECUTIVE OFFICER
                                12 SKYLINE DRIVE
                            HAWTHORNE, NEW YORK 10532
                                 (914) 345-2620
                     (Name and address, including zip code,
        and telephone number, including area code, of agent for service)

                                    COPY TO:
                            JOEL J. GOLDSCHMIDT, ESQ.
                        MORSE, ZELNICK, ROSE & LANDER LLP
                           405 PARK AVENUE, SUITE 1401
                            NEW YORK, NEW YORK 10022

                         CALCULATION OF REGISTRATION FEE
PROPOSED        PROPOSED
                                                                       MAXIMUM          MAXIMUM
                                                                       OFFERING        AGGREGATE        AMOUNT OF
            TITLE OF SECURITIES TO                 AMOUNT TO BE         PRICE       OFFERING PRICE     REGISTRATION
               BE REGISTERED(1)                   REGISTERED(2)       PER SHARE                            FEE
Common stock, par value $.0001 per share          389,509 shares       $4.72(3)      $1,838,482.48       $216.39
Common stock, par value $.0001 per share          492,810 shares       $3.95(4)      $1,946,599.50       $229.11
                                                  -------                            -------------       -------
Total                                             882,319 shares                     $3,785,081.98       $445.50
(1)  The securities to be registered include shares of common stock and options
and rights to acquire common stock.

(2)  Covers 882,319 shares issuable under the SmartPros Ltd. 1999 Stock Option
Plan (the "Plan") and, pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the "Act"), an indeterminate number of additional shares which may
be offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.

(3)  Calculated in accordance with Rule 457(h) based on a weighted average
exercise price at which outstanding options may be exercised.

(4)  Estimated pursuant to Rule 457(c) and (h) under the Act, solely for the
purpose of calculating the registration fee based on the average of the high and
low prices per share of the Common Stock on the American Stock Exchange on April
6, 2005.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information specified in Item 1 and Item 2 of Part I of this
Registration Statement on Form S-8 (the "Registration Statement") is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act") and the introductory
note to Part I of the Registration Statement. The documents containing the
information specified in Part I will be delivered to the participants in the
plan covered by this Registration Statement as required by Rule 428(b)(1).

                                     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") by SmartPros Ltd. (the "Company") pursuant to the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this registration
statement:

         (a)      The Company's annual report filed on Form 10-KSB for the
                  fiscal year ended December 31, 2004 filed March 25, 2005.

         (b)      The Company's Prospectus filed pursuant to Rule 424(b) of the
                  Securities Act (Registration No. 333-115454) filed on October
                  19, 2004 (the "Prospectus").

         (c)      The Company's registration statement on Form 8-A (Registration
                  No. 001-32300), originally filed September 22, 2004 and
                  amended October 19, 2004.

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

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Shares included in this Registration Statement will
be passed upon for us by Morse, Zelnick, Rose & Lander LLP. New York, New York.
Affiliates of Morse, Zelnick, Rose & Lander LLP, including its partners own an
aggregate of 73,239 shares of our common stock, options to purchase 15,510
shares of our common stock at an exercise price of $5.32 per share and warrants
to purchase 21,269 shares of our common stock at an exercise price of $7.125 per
share.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by Section 102 of the Delaware General Corporation Law, or
the DGCL, the Company's certificate of incorporation, as amended, includes a
provision that eliminates the personal liability of the Company's directors for
monetary damages for breach of fiduciary duty as a director.

         The Company's certificate of incorporation, as amended, and bylaws also
provide that:

           o  the Company must indemnify its directors and officers to the
              fullest extent permitted by Delaware law;

           o  the Company may advance expenses, as incurred, to its directors
              and executive officers in connection with a legal proceeding to
              the fullest extent permitted by Delaware Law; and
o  the Company may indemnify its other employees and agents to the
              same extent that the Company indemnified its officers and
              directors, unless otherwise determined by the Company's board of
              directors.

         Pursuant to Section 145(a) of the DGCL, the Company may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, agent or employee of the Company or is or
was serving at the Company's request as a director, officer, agent, or employee
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgment, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding. Pursuant to Section 145(b) of the DGCL, the
power to indemnify also applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense expenses (including
attorneys' fees) actually and reasonably incurred by the person in connection
with the defense or settlement of such action or suit. Pursuant to Section
145(b), the Company shall not indemnify any person in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery or 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 such
expenses which the Court of Chancery or such other court shall deem proper. The
power to indemnify under Sections 145(a) and (b) of the DGCL applies (i) if such
person is successful on the merits or otherwise in defense of any action, suit
or proceeding, or (ii) if such person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Section 174 of the DGCL provides, among other things, that a director,
who willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.

         The indemnification provisions contained in the Company's second
amended and restated certificate of incorporation and bylaws are not exclusive
of any other rights to which a person may be entitled by law, agreement, vote of
stockholders or disinterested directors or otherwise.

         In addition, the Company currently maintains insurance on behalf of our
directors and executive officers insuring them against certain liabilities
asserted against them in their capacities as directors or officers or arising
out of such status. Such insurance would be available to the Company's directors
and officers in accordance with its terms.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as part of this registration
statement:

EXHIBIT
NUMBER                          DESCRIPTION OF EXHIBIT

  4.1    Certificate of Incorporation, as amended, of Registrant (incorporated
         by reference to Exhibit 3.1 to the registration statement filed by
         Registrant on Form SB-2 (Registration No. 333-115454) originally filed
         with the SEC on May 13, 2004 (the "SB-2 Registration Statement))

  4.2    Form of Amended and Restated By-Laws, as amended, of Registrant
         (incorporated by reference to Exhibit 3.2 to the SB-2 Registration
         Statement)

  4.3    Form of certificate of common stock (incorporated by reference to
         Exhibit 4.1 to the SB-2 Registration Statement)

  5.1    Opinion of Morse, Zelnick, Rose & Lander LLP

 23.1    Consent of Morse, Zelnick, Rose & Lander LLP (included in Exhibit 5.1)

 23.2    Consent of Holtz Rubenstein Reminick LLP

 23.3    Consent of McGladrey & Pullen LLP

 24      Power of attorney (included in the signature page to this Registration
         Statement)

 99.1    SmartPros Ltd. 1999 Stock Option Plan (incorporated by reference to
         Exhibit 10.1 to the SB-2 Registration Statement
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.

                  (ii)     To  reflect  in  the  prospectus  any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high 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 20 percent 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 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
         Securities Act of 1933, 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 hereby 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this 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.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Hawthorne, State of New York, on April 8, 2005.

            SMARTPROS LTD.
            By:                        /s/   ALLEN S. GREENE
                                    ------------------------------
                                    Name: Allen S. Greene
                                    Title: Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of SmartPros Ltd., hereby
severally constitute and appoint Allen S. Greene and Stanley P. Wirtheim, and
each of them acting alone, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution in each of them for him and
in his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
(or any other registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933)
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite 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 said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 8, 2005.

       SIGNATURE                                TITLE

  /s/ ALLEN S. GREENE         Chief Executive Officer (Principal Executive
 --------------------         Officer), Director
    Allen S. Greene

/s/ STANLEY P. WIRTHEIM       Chief Financial Officer (Principal Financial
-----------------------       Officer, Principal Accounting Officer)
  Stanley P. Wirtheim

   /s/ JOHN F. GAMBA          Chairman of the Board of Directors
  ------------------
     John F. Gamba

  /s/ JACK FINGERHUT          Director
 --------------------
    Jack Fingerhut

 /s/ WILLIAM GROLLMAN         Director
 --------------------
   William Grollman

   /s/ BRUCE JUDSON           Director
  -----------------
     Bruce. Judson

  /s/ MARTIN H. LAGER         Director
  -------------------
    Martin H. Lager

/s/ JOSHUA A. WEINREICH       Director
-----------------------
  Joshua A. Weinreich