AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 2000
                                                    REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         PRECISE SOFTWARE SOLUTIONS LTD.
                         -------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           ISRAEL                                          N/A
           ------                                          ---
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                         PRECISE SOFTWARE SOLUTIONS LTD.
                                1 HASHIKMA STREET
                              SAVYON, ISRAEL 56518
                              --------------------
               (Address of Principal Executive Offices) (Zip Code)


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

                      1995 SHARE OPTION AND INCENTIVE PLAN
                      1998 SHARE OPTION AND INCENTIVE PLAN
                        2000 EMPLOYEE SHARE PURCHASE PLAN
                            (Full Title of the Plan)

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

                        PRECISE SOFTWARE SOLUTIONS, INC.
                                690 CANTON STREET
                               WESTWOOD, MA 02090
                               ------------------
                     (Name and Address of Agent For Service)

                                 (781) 461-0700
                                 --------------
          (Telephone Number, Including Area Code, of Agent For Service)

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

                                    Copy to:
                             Kenneth J. Gordon, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                                 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

================================================================================
<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
===================================================================================================================

                                                                       PROPOSED        PROPOSED
                                                                        MAXIMUM         MAXIMUM
                                                   AMOUNT TO BE     OFFERING PRICE     AGGREGATE        AMOUNT OF
     TITLE OF SECURITIES TO BE REGISTERED           REGISTERED        PER SHARE      OFFERING PRICE  REGISTRATION FEE
     ------------------------------------           ----------        ---------      --------------  ----------------
<S>                                                   <C>            <C>             <C>                <C>
1995 SHARE OPTION AND INCENTIVE PLAN                  161,728        $ 0.375(1)      $    60,648.00     $    16.01
Ordinary Shares (par value 0.03 NIS per share)        335,020        $ 1.035(1)      $   346,745.70     $    91.54



1998 SHARE OPTION AND INCENTIVE PLAN                  500,158        $ 0.375(1)      $   187,559.25     $    49.52
Ordinary Shares (par value 0.03 NIS per share)      1,543,119        $ 1.035(1)      $ 1,597,128.17     $   421.64
                                                    1,374,028        $ 1.500(1)      $ 2,061,042.00     $   544.12
                                                      226,028        $10.350(1)      $ 2,339,389.80     $   617.60
                                                      667,742        $15.000(1)      $10,016,130.00     $ 2,644.26
                                                      428,110        $19.625(1)      $ 8,401,658.75     $ 2,218.04
                                                    1,975,904        $24.125(2)      $47,668,684.00     $12,584.53

2000 EMPLOYEE SHARE PURCHASE PLAN
Ordinary Shares (par value 0.03 NIS per share)        667,000        $24.125(2)      $16,091,375.00     $ 4,248.12

TOTAL:                                              7,878,837                        $88,770,360.67     $23,435.38
</TABLE>

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

(1)    Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price
       and the fee have been computed upon the basis of the price at which the
       options may be exercised. The offering price per share set forth for such
       shares is the exercise price per share at which such options are
       exercisable.

(2)    The price of $24.125 per share, which is the average of the high and low
       prices of an Ordinary Share of the Registrant reported on the Nasdaq
       National Market on September 11, 2000, is set forth solely for purposes
       of calculating the filing fee pursuant to Rule 457(c) and has been used
       for those shares without a fixed exercise price.


                                       2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Precise Software Solutions Ltd. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated by reference in this
Registration Statement:

         (a)      The Registrant's Prospectus dated June 29, 2000, filed with
                  the Commission pursuant to Rule 424(b) under the Securities
                  Act on June 30, 2000.

         (b)      The Registrant's quarterly report on Form 10-Q for the quarter
                  ended June 30, 2000 filed with the Commission on August 14,
                  2000.

         (c)      The section entitled "Description of Registrant's Securities
                  to be Registered" contained in the Registrant's Registration
                  Statement on Form 8-A, filed with the Commission pursuant to
                  Section 12(g) of the Exchange Act on June 27, 2000, including
                  any amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed with the Commission 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 which indicates that all securities
offered herein have been sold or which deregisters all 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 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                       3
<PAGE>

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Israeli Companies Law provides that an Israeli company cannot
exempt an office holder from liability with respect to a breach of his fiduciary
responsibilities. For purposes of the Companies Law, an "office holder" is any
director, general manager, officer directly subordinate to a general manager or
any other person with similar responsibilities. However, the Company's articles
of association provide that, subject to the provisions of the Companies Law, it
may insure the liability, in whole or in part, of any office holder with respect
to: (a) a breach of the duty of care to the Company or to another person, (b) a
breach of the fiduciary duty to the Company, provided that the office holder
acted in good faith and had reasonable cause to assume that his act would not
prejudice the Company's interests, or (c) a financial liability imposed upon him
in favor of another person in respect of an act performed by him in his capacity
as an office holder of the Company. In addition, the Company may indemnify an
office holder against: (i) a financial liability imposed on him in favor of
another person by any judgment, including a compromise judgment or an
arbitrator's award approved by a court in respect of an act performed in his
capacity as an office holder of the Company, and (ii) reasonable litigation
expenses, including attorneys' fees, incurred by such office holder or charged
to him by a court in proceedings instituted against him by the Company or on its
behalf or by another person, or in a criminal charge from which he was
acquitted, all in respect of an act performed in his capacity as an office
holder of the Company. The Company's articles of association state that an
office holder, for purposes of the provisions of the articles relating to
insurance and indemnification, includes a director, a general manager, the chief
executive officer, an executive vice president, a vice president, other managers
directly subordinate to the general manager and any person who fills one of the
above positions, even if he carries a different title. Furthermore, the
Company's articles of association provide that the Company may also procure
insurance or indemnify any person who is not an office holder, including,
without limitation, an employee, agent, consultant or contractor of the Company
who is not an office holder. The Company has indemnification agreements with its
Chief Executive Officer, and certain other employees. The Company also maintains
a directors and officers liability insurance policy.

      The Company's U.S. subsidiary has also entered into indemnification
agreements with certain of its key employees. These agreements provide,
independent of the indemnification these individuals are entitled to by law and
under the provisions of the subsidiary's charter, indemnification for certain
acts while employed by the subsidiary. These indemnification agreements contain
exclusions, such as limiting indemnification that would be unlawful or that is
covered by other liability insurance. Moreover, employees are not indemnified
against liability to the extent that the employee gained a personal profit to
which he or she is not legally entitled, including proceeds obtained from the
illegal trading of the Company's equity securities. The performance of these
agreements is guaranteed by the Company as parent of the U.S. subsidiary, to the
extent permitted by Israeli law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                       4
<PAGE>

ITEM 8.  EXHIBITS.

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

4.1               Specimen certificate for the Registrant's Ordinary Shares
                  (filed as Exhibit 4.1 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

4.2               Amended and Restated Articles of Association of the Registrant
                  (filed as Exhibit 3.4 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

4.3               Memorandum of Association of the Registrant (filed as Exhibit
                  3.1 to the Registrant's Registration Statement on Form F-1
                  (SEC File No. 333-11992) and incorporated herein by
                  reference).

4.4               Amendment to Memorandum of Association of the Registrant
                  (filed as Exhibit 3.2 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

5                 Opinion of Volovelsky, Dinstein, Sneh & Co.

23.1              Consent of Kost, Forer & Gabbay, a member of Ernst & Young
                  International.

23.2              Consent of Volovelsky, Dinstein, Sneh & Co. (included in
                  Exhibit 5).

24                Power of Attorney (included as part of the signature page to
                  this 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

                                       5
<PAGE>

                                    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; and

                           (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.

                  (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 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 Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) 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.

         (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.


                                       6
<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 Boston, Commonwealth of Massachusetts, on this 12th
day of September, 2000.

                                    PRECISE SOFTWARE SOLUTIONS LTD.

                                    By:  /s/ Shimon Alon
                                         -------------------------------------
                                         Shimon Alon
                                         President and Chief Executive Officer




























                                       7
<PAGE>

                        POWER OF ATTORNEY AND SIGNATURES

         The undersigned officers and directors of Precise Software Solutions
Ltd., hereby constitute and appoint Shimon Alon and J. Benjamin H. Nye, and each
of them singly, our true and lawful attorneys-in-fact, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Precise Software Solutions Ltd.,
to comply with the provisions of the Securities Act of 1933, as amended, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and all amendments
thereto.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE><CAPTION>
      Signature                               Title(s)                                      Date
      ---------                               --------                                      ----
<S>                                           <C>                                           <C>
/s/ Shimon Alon                               President, Chief Executive Officer            September 12, 2000
------------------------------------          and Director (Principal Executive Officer)
Shimon Alon

/s/ J. Benjamin H. Nye                        Chief Financial Officer, Vice President       September 12, 2000
------------------------------------          of Finance (Principal Financial Officer)
J. Benjamin H. Nye

/s/ Dror Elkayam                              Controller (Principal Accounting              September 12, 2000
------------------------------------          Officer)
Dror Elkayam

/s/ Yuval Cohen                               Director                                      September 12, 2000
------------------------------------
Yuval Cohen

/s/ Robert J. Dolan                           Director                                      September 12, 2000
------------------------------------
Robert J. Dolan

/s/ Erel Margalit                             Director                                      September 12, 2000
------------------------------------
Erel Margalit

/s/ Mary A. Palermo                           Director                                      September 11, 2000
------------------------------------
Mary A. Palermo

/s/ Yoseph Sela                               Director                                      September 10, 2000
------------------------------------
Yoseph Sela

/s/ Anton Simunovic                           Director                                      September 12, 2000
------------------------------------
Anton Simunovic

/s/ Ron Zuckerman                             Director and Chairman of                      September 10, 2000
------------------------------------          the Board of Directors
Ron Zuckerman
</TABLE>

                                       8
<PAGE>

                                  EXHIBIT INDEX



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

4.1               Specimen certificate for the Registrant's Ordinary Shares
                  (filed as Exhibit 4.1 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

4.2               Amended and Restated Articles of Association of the Registrant
                  (filed as Exhibit 3.4 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

4.3               Memorandum of Association of the Registrant (filed as Exhibit
                  3.1 to the Registrant's Registration Statement on Form F-1
                  (SEC File No. 333-11992) and incorporated herein by
                  reference).

4.4               Amendment to the Memorandum of Association of the Registrant
                  (filed as Exhibit 3.2 to the Registration Statement on Form
                  F-1 (SEC File No. 333-11992) and incorporated herein by
                  reference.

5                 Opinion of Volovelsky, Dinstein, Sneh & Co.

23.1              Consent of Kost, Forer & Gabbay, a member of Ernst & Young
                  International.

23.2              Consent of Volovelsky, Dinstein, Sneh & Co. (included in
                  Exhibit 5).

24                Power of Attorney (included as part of the signature page to
                  this Registration Statement).
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{"company-data": {"conformed-name": "PRECISE SOFTWARE SOLUTIONS LTD", "cik": "0001111553", "assigned-sic": "7372", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45618", "film-number": "721268"}, "business-address": {"street1": "1 HASHIKMA STREET P O BOX 88", "street2": "SAVYON ISREAL 56518"}, "mail-address": {"street1": "1 HASHIKMA STREET P O BOX 88", "street2": "SAVYON ISREAL 56518"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 2000
                                                    REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         PRECISE SOFTWARE SOLUTIONS LTD.
                         -------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           ISRAEL                                          N/A
           ------                                          ---
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                         PRECISE SOFTWARE SOLUTIONS LTD.
                                1 HASHIKMA STREET
                              SAVYON, ISRAEL 56518
                              --------------------
               (Address of Principal Executive Offices) (Zip Code)

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

                      1995 SHARE OPTION AND INCENTIVE PLAN
                      1998 SHARE OPTION AND INCENTIVE PLAN
                        2000 EMPLOYEE SHARE PURCHASE PLAN
                            (Full Title of the Plan)

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

                        PRECISE SOFTWARE SOLUTIONS, INC.
                                690 CANTON STREET
                               WESTWOOD, MA 02090
                               ------------------
                     (Name and Address of Agent For Service)

                                 (781) 461-0700
                                 --------------
          (Telephone Number, Including Area Code, of Agent For Service)

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

                                    Copy to:
                             Kenneth J. Gordon, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                                 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

================================================================================
CALCULATION OF REGISTRATION FEE
===================================================================================================================

                                                                       PROPOSED        PROPOSED
                                                                        MAXIMUM         MAXIMUM
                                                   AMOUNT TO BE     OFFERING PRICE     AGGREGATE        AMOUNT OF
     TITLE OF SECURITIES TO BE REGISTERED           REGISTERED        PER SHARE      OFFERING PRICE  REGISTRATION FEE
     ------------------------------------           ----------        ---------      --------------  ----------------
1995 SHARE OPTION AND INCENTIVE PLAN                  161,728        $ 0.375(1)      $    60,648.00     $    16.01
Ordinary Shares (par value 0.03 NIS per share)        335,020        $ 1.035(1)      $   346,745.70     $    91.54

1998 SHARE OPTION AND INCENTIVE PLAN                  500,158        $ 0.375(1)      $   187,559.25     $    49.52
Ordinary Shares (par value 0.03 NIS per share)      1,543,119        $ 1.035(1)      $ 1,597,128.17     $   421.64
                                                    1,374,028        $ 1.500(1)      $ 2,061,042.00     $   544.12
                                                      226,028        $10.350(1)      $ 2,339,389.80     $   617.60
                                                      667,742        $15.000(1)      $10,016,130.00     $ 2,644.26
                                                      428,110        $19.625(1)      $ 8,401,658.75     $ 2,218.04
                                                    1,975,904        $24.125(2)      $47,668,684.00     $12,584.53

2000 EMPLOYEE SHARE PURCHASE PLAN
Ordinary Shares (par value 0.03 NIS per share)        667,000        $24.125(2)      $16,091,375.00     $ 4,248.12

TOTAL:                                              7,878,837                        $88,770,360.67     $23,435.38
-------------------------------------------

(1)    Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price
       and the fee have been computed upon the basis of the price at which the
       options may be exercised. The offering price per share set forth for such
       shares is the exercise price per share at which such options are
       exercisable.

(2)    The price of $24.125 per share, which is the average of the high and low
       prices of an Ordinary Share of the Registrant reported on the Nasdaq
       National Market on September 11, 2000, is set forth solely for purposes
       of calculating the filing fee pursuant to Rule 457(c) and has been used
       for those shares without a fixed exercise price.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Precise Software Solutions Ltd. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated by reference in this
Registration Statement:

         (a)      The Registrant's Prospectus dated June 29, 2000, filed with
                  the Commission pursuant to Rule 424(b) under the Securities
                  Act on June 30, 2000.

         (b)      The Registrant's quarterly report on Form 10-Q for the quarter
                  ended June 30, 2000 filed with the Commission on August 14,
                  2000.

         (c)      The section entitled "Description of Registrant's Securities
                  to be Registered" contained in the Registrant's Registration
                  Statement on Form 8-A, filed with the Commission pursuant to
                  Section 12(g) of the Exchange Act on June 27, 2000, including
                  any amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed with the Commission 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 which indicates that all securities
offered herein have been sold or which deregisters all 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 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                       3
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Israeli Companies Law provides that an Israeli company cannot
exempt an office holder from liability with respect to a breach of his fiduciary
responsibilities. For purposes of the Companies Law, an "office holder" is any
director, general manager, officer directly subordinate to a general manager or
any other person with similar responsibilities. However, the Company's articles
of association provide that, subject to the provisions of the Companies Law, it
may insure the liability, in whole or in part, of any office holder with respect
to: (a) a breach of the duty of care to the Company or to another person, (b) a
breach of the fiduciary duty to the Company, provided that the office holder
acted in good faith and had reasonable cause to assume that his act would not
prejudice the Company's interests, or (c) a financial liability imposed upon him
in favor of another person in respect of an act performed by him in his capacity
as an office holder of the Company. In addition, the Company may indemnify an
office holder against: (i) a financial liability imposed on him in favor of
another person by any judgment, including a compromise judgment or an
arbitrator's award approved by a court in respect of an act performed in his
capacity as an office holder of the Company, and (ii) reasonable litigation
expenses, including attorneys' fees, incurred by such office holder or charged
to him by a court in proceedings instituted against him by the Company or on its
behalf or by another person, or in a criminal charge from which he was
acquitted, all in respect of an act performed in his capacity as an office
holder of the Company. The Company's articles of association state that an
office holder, for purposes of the provisions of the articles relating to
insurance and indemnification, includes a director, a general manager, the chief
executive officer, an executive vice president, a vice president, other managers
directly subordinate to the general manager and any person who fills one of the
above positions, even if he carries a different title. Furthermore, the
Company's articles of association provide that the Company may also procure
insurance or indemnify any person who is not an office holder, including,
without limitation, an employee, agent, consultant or contractor of the Company
who is not an office holder. The Company has indemnification agreements with its
Chief Executive Officer, and certain other employees. The Company also maintains
a directors and officers liability insurance policy.

      The Company's U.S. subsidiary has also entered into indemnification
agreements with certain of its key employees. These agreements provide,
independent of the indemnification these individuals are entitled to by law and
under the provisions of the subsidiary's charter, indemnification for certain
acts while employed by the subsidiary. These indemnification agreements contain
exclusions, such as limiting indemnification that would be unlawful or that is
covered by other liability insurance. Moreover, employees are not indemnified
against liability to the extent that the employee gained a personal profit to
which he or she is not legally entitled, including proceeds obtained from the
illegal trading of the Company's equity securities. The performance of these
agreements is guaranteed by the Company as parent of the U.S. subsidiary, to the
extent permitted by Israeli law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       4
ITEM 8.  EXHIBITS.

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

4.1               Specimen certificate for the Registrant's Ordinary Shares
                  (filed as Exhibit 4.1 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

4.2               Amended and Restated Articles of Association of the Registrant
                  (filed as Exhibit 3.4 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

4.3               Memorandum of Association of the Registrant (filed as Exhibit
                  3.1 to the Registrant's Registration Statement on Form F-1
                  (SEC File No. 333-11992) and incorporated herein by
                  reference).

4.4               Amendment to Memorandum of Association of the Registrant
                  (filed as Exhibit 3.2 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

5                 Opinion of Volovelsky, Dinstein, Sneh & Co.

23.1              Consent of Kost, Forer & Gabbay, a member of Ernst & Young
                  International.

23.2              Consent of Volovelsky, Dinstein, Sneh & Co. (included in
                  Exhibit 5).

24                Power of Attorney (included as part of the signature page to
                  this 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

                                       5
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; and

                           (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.

                  (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 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 Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) 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.

         (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.

                                       6
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 Boston, Commonwealth of Massachusetts, on this 12th
day of September, 2000.

                                    PRECISE SOFTWARE SOLUTIONS LTD.

                                    By:  /s/ Shimon Alon
                                         -------------------------------------
                                         Shimon Alon
                                         President and Chief Executive Officer

                                       7
POWER OF ATTORNEY AND SIGNATURES

         The undersigned officers and directors of Precise Software Solutions
Ltd., hereby constitute and appoint Shimon Alon and J. Benjamin H. Nye, and each
of them singly, our true and lawful attorneys-in-fact, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Precise Software Solutions Ltd.,
to comply with the provisions of the Securities Act of 1933, as amended, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and all amendments
thereto.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                               Title(s)                                      Date
      ---------                               --------                                      ----
/s/ Shimon Alon                               President, Chief Executive Officer            September 12, 2000
------------------------------------          and Director (Principal Executive Officer)
Shimon Alon

/s/ J. Benjamin H. Nye                        Chief Financial Officer, Vice President       September 12, 2000
------------------------------------          of Finance (Principal Financial Officer)
J. Benjamin H. Nye

/s/ Dror Elkayam                              Controller (Principal Accounting              September 12, 2000
------------------------------------          Officer)
Dror Elkayam

/s/ Yuval Cohen                               Director                                      September 12, 2000
------------------------------------
Yuval Cohen

/s/ Robert J. Dolan                           Director                                      September 12, 2000
------------------------------------
Robert J. Dolan

/s/ Erel Margalit                             Director                                      September 12, 2000
------------------------------------
Erel Margalit

/s/ Mary A. Palermo                           Director                                      September 11, 2000
------------------------------------
Mary A. Palermo

/s/ Yoseph Sela                               Director                                      September 10, 2000
------------------------------------
Yoseph Sela

/s/ Anton Simunovic                           Director                                      September 12, 2000
------------------------------------
Anton Simunovic

/s/ Ron Zuckerman                             Director and Chairman of                      September 10, 2000
------------------------------------          the Board of Directors
Ron Zuckerman
8
EXHIBIT INDEX

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

4.1               Specimen certificate for the Registrant's Ordinary Shares
                  (filed as Exhibit 4.1 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

4.2               Amended and Restated Articles of Association of the Registrant
                  (filed as Exhibit 3.4 to the Registrant's Registration
                  Statement on Form F-1 (SEC File No. 333-11992) and
                  incorporated herein by reference).

4.3               Memorandum of Association of the Registrant (filed as Exhibit
                  3.1 to the Registrant's Registration Statement on Form F-1
                  (SEC File No. 333-11992) and incorporated herein by
                  reference).

4.4               Amendment to the Memorandum of Association of the Registrant
                  (filed as Exhibit 3.2 to the Registration Statement on Form
                  F-1 (SEC File No. 333-11992) and incorporated herein by
                  reference.

5                 Opinion of Volovelsky, Dinstein, Sneh & Co.

23.1              Consent of Kost, Forer & Gabbay, a member of Ernst & Young
                  International.

23.2              Consent of Volovelsky, Dinstein, Sneh & Co. (included in
                  Exhibit 5).

24                Power of Attorney (included as part of the signature page to
                  this Registration Statement).