As filed with the Securities and Exchange Commission on July 26, 2001
                                               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)


           1 HASHIKMA STREET
              P.O. BOX 88
             SAVYON, ISRAEL                                 56518
 (Address of principal executive offices)                 (Zip code)


              PRECISE SOFTWARE SOLUTIONS LTD. AMENDED AND RESTATED
                      1998 SHARE OPTION AND INCENTIVE PLAN

                PRECISE SOFTWARE SOLUTIONS LTD. STOCK OPTION PLAN
                  (F/K/A SAVANT CORPORATION STOCK OPTION PLAN)
                              (Full title of plans)


                        PRECISE SOFTWARE SOLUTIONS, INC.
                          ATTN: CHIEF EXECUTIVE OFFICER
                                690 CANTON STREET
                          WESTWOOD, MASSACHUSETTS 02090
                                 (781) 461-0700
            (Name, address, including zip code and telephone number,
                   including area code of agent for service)

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

                                   COPIES TO:

     Anthony H. Rickert, Esquire                    Dr. Eddo Dinstein, Adv.
  Piper Marbury Rudnick & Wolfe LLP             Volovelsky, Dinstein, Sneh & Co.
     1200 Nineteenth Street, NW                 Nolton House, 14 Shenkar Street
    Washington, D.C. 20036-2412                     Herzliya Pituach 46725
          (202) 861-3900                                   Israel
                                                       972 (9) 9589696

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


                         CALCULATION OF REGISTRATION FEE

<TABLE><CAPTION>
===================================================================================================================================
                                                                          PROPOSED            PROPOSED
                                                       AMOUNT             MAXIMUM             MAXIMUM            AMOUNT OF
                                                        TO BE             OFFERING           AGGREGATE         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED                 REGISTERED        PRICE PER UNIT      OFFERING PRICE          FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>                <C>                 <C>
Ordinary  Shares  (par value NIS 0.03 per share)    2,200,000(1)(3)       $19.16(4)        $42,152,000(4)        $10,538(4)
-----------------------------------------------------------------------------------------------------------------------------------
Ordinary  Shares  (par value NIS 0.03 per share)       52,031(2)(3)       $24.12(5)        $1,254,988(5)            $314(5)
===================================================================================================================================
</TABLE>

(1) An aggregate of 8,993,168 Ordinary Shares may be offered or issued pursuant
to the Precise Software Solutions Ltd. Amended and Restated 1998 Share Option
and Incentive Plan, 6,715,089 of which were previously registered on Form S-8
(File No. 333-45618) and 2,200,000 of which are registered on this Form S-8. The
remaining 78,079 shares were issued pursuant to option exercises occurring prior
to the Company's first registration statement on Form S-8 (File No. 333-45618)
and therefore are not registered.

(2) An aggregate of 52,031 Ordinary Shares have been offered pursuant to the
Precise Software Solutions Ltd. Stock Option Plan (f/k/a Savant Corporation
Stock Option Plan).

(3) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
Ordinary Shares that may be offered or issued by reason of stock splits, stock
dividends or similar transactions pursuant to the Precise Software Solutions
Ltd. Amended and Restated 1998 Share Option and Incentive Plan and the Precise
Software Solutions Ltd. Stock Option Plan (f/k/a Savant Corporation Stock Option
Plan).

(4) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the average of the high and low prices of Precise Software Solutions
Ltd. Ordinary Shares as reported on the Nasdaq National Market on July 23, 2001
(i.e., $19.16). Pursuant to General Instruction E of Form S-8, the registration
fee is calculated with respect to the additional securities registered on this
Form S-8 only.

(5) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). The proposed maximum offering price per share is based on the
weighted average per share exercise price (rounded to the nearest whole cent) of
outstanding but unexercised options previously issued under the Precise Software
Solutions Ltd. Stock Option Plan (f/k/a Savant Corporation Stock Option Plan).

                                       2
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Not required to be included in this Form S-8 Registration Statement
pursuant to the introductory Note to Part I of Form S-8.


                                     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 latest annual report on Form 10-K, as amended,
              filed with the Commission on March 21, 2001 (File No. 000-30828);

         (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
              Exchange Act since the end of the fiscal year covered by the
              document referred to in (a) above; and

         (c)  Description of ordinary shares contained in the Registrant's
              registration statement on Form F-1 (File No. 333-48878) originally
              filed on October 30, 2000 and in the Registrant's registration
              statement on Form 8-A filed pursuant to the Exchange Act.

         All documents subsequently filed by the Registrant with the Commission
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 (i) indicates that all securities
offered under this Registration Statement have been sold or (ii) which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part of this
Registration Statement from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


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
                                       3
<PAGE>

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
NUMBER                          DESCRIPTION
------                          -----------
4.1      Amended and Restated Articles of Association of the Company
         (incorporated by reference to Exhibit 3.4 to the Company's Registration
         Statement on Form F-1 (File No. 333-11992)) 4.2 Memorandum of
         Association of the Company, dated November 14, 1990 (English
         translation) (incorporated by reference to Exhibit 3.1 to the Company's
         Registration Statement on Form F-1 (File No. 333-11992))

4.3      Amendment to Memorandum of Association of the Company, dated April 12,
         2000 (English translation) (incorporated by reference to Exhibit 3.2 to
         the Company's Registration Statement on Form F-1 (File No. 333-11992))

4.4      Precise Software Solutions Ltd. Amended and Restated 1998 Share Option
         and Incentive Plan (incorporated by reference to Exhibit B to the
         Company's Proxy Statement on Form DEF 14A (File No. 000-30828))

4.5      Precise Software Solutions Ltd. Stock Option Plan (f/k/a Savant
         Corporation Stock Option Plan) (filed herewith)

5.1      Opinion of Volovelsky, Dinstein, Sneh & Co. (filed herewith)

23.1     Consent of Counsel (contained in Exhibit 5.1)

23.2     Consent of Independent Auditors (filed herewith)

24.1     Power of Attorney (filed herewith)



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; 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;

                                       5
<PAGE>


             (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, as amended,
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 the
26th day of July, 2001.

                                PRECISE SOFTWARE SOLUTIONS LTD.

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


         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



SIGNATURE                 TITLE                                    DATE
---------                 -----                                    ----


/s/ Shimon Alon           Chief Executive Officer                  July 26, 2001
-----------------------   (Principal Executive Officer)
Shimon Alon


/s/ J. Benjamin H. Nye    Chief Financial Officer                  July 26, 2001
-----------------------   (Principal Financial Officer)
J. Benjamin H. Nye


/s/ Dror Elkayam          International Controller                 July 26, 2001
-----------------------   (Principal Accounting Officer)
Dror Elkayam


     A majority of the Board of Directors (Shimon Alon, Robert J. Dolan, Gary L.
Fuhrman, Mary A. Palermo, Yoseph Sela, Anton Simunovic and Ron Zuckerman).


Date:  July 26, 2001                By:  /s/ Shimon Alon
                                         --------------------
                                         Shimon Alon
                                         Attorney-In-Fact






                                       7
<PAGE>

                                  EXHIBIT INDEX





EXHIBIT
NUMBER                       DESCRIPTION
------                       -----------

4.1      Amended and Restated Articles of Association of the Company
         (incorporated by reference to Exhibit 3.4 to the Company's Registration
         Statement on Form F-1 (File No. 333-11992))

4.2      Memorandum of Association of the Company, dated November 14, 1990
         (English translation) (incorporated by reference to Exhibit 3.1 to the
         Company's Registration Statement on Form F-1 (File No. 333-11992))

4.3      Amendment to Memorandum of Association of the Company, dated April 12,
         2000 (English translation) (incorporated by reference to Exhibit 3.2 to
         the Company's Registration Statement on Form F-1 (File No. 333-11992))

4.4      Precise Software Solutions Ltd. Amended and Restated 1998 Share Option
         and Incentive Plan (incorporated by reference to Exhibit B to the
         Company's Proxy Statement on Form DEF 14A (File No. 000-30828))

4.5      Precise Software Solutions Ltd. Stock Option Plan (f/k/a Savant
         Corporation Stock Option Plan) (filed herewith)

5.1      Opinion of Volovelsky, Dinstein, Sneh & Co. (filed herewith)

23.1     Consent of Counsel (contained in Exhibit 5.1)

23.2     Consent of Independent Auditors (filed herewith)

24.1     Power of Attorney (filed herewith)
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{"company-data": {"conformed-name": "PRECISE SOFTWARE SOLUTIONS LTD", "cik": "0001111553", "assigned-sic": "7372", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65878", "film-number": "1689391"}, "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 July 26, 2001
                                               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)

           1 HASHIKMA STREET
              P.O. BOX 88
             SAVYON, ISRAEL                                 56518
 (Address of principal executive offices)                 (Zip code)

              PRECISE SOFTWARE SOLUTIONS LTD. AMENDED AND RESTATED
                      1998 SHARE OPTION AND INCENTIVE PLAN

                PRECISE SOFTWARE SOLUTIONS LTD. STOCK OPTION PLAN
                  (F/K/A SAVANT CORPORATION STOCK OPTION PLAN)
                              (Full title of plans)

                        PRECISE SOFTWARE SOLUTIONS, INC.
                          ATTN: CHIEF EXECUTIVE OFFICER
                                690 CANTON STREET
                          WESTWOOD, MASSACHUSETTS 02090
                                 (781) 461-0700
            (Name, address, including zip code and telephone number,
                   including area code of agent for service)

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

                                   COPIES TO:

     Anthony H. Rickert, Esquire                    Dr. Eddo Dinstein, Adv.
  Piper Marbury Rudnick & Wolfe LLP             Volovelsky, Dinstein, Sneh & Co.
     1200 Nineteenth Street, NW                 Nolton House, 14 Shenkar Street
    Washington, D.C. 20036-2412                     Herzliya Pituach 46725
          (202) 861-3900                                   Israel
                                                       972 (9) 9589696

================================================================================
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                          PROPOSED            PROPOSED
                                                       AMOUNT             MAXIMUM             MAXIMUM            AMOUNT OF
                                                        TO BE             OFFERING           AGGREGATE         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED                 REGISTERED        PRICE PER UNIT      OFFERING PRICE          FEE
-----------------------------------------------------------------------------------------------------------------------------------
Ordinary  Shares  (par value NIS 0.03 per share)    2,200,000(1)(3)       $19.16(4)        $42,152,000(4)        $10,538(4)
-----------------------------------------------------------------------------------------------------------------------------------
Ordinary  Shares  (par value NIS 0.03 per share)       52,031(2)(3)       $24.12(5)        $1,254,988(5)            $314(5)
===================================================================================================================================
(1) An aggregate of 8,993,168 Ordinary Shares may be offered or issued pursuant
to the Precise Software Solutions Ltd. Amended and Restated 1998 Share Option
and Incentive Plan, 6,715,089 of which were previously registered on Form S-8
(File No. 333-45618) and 2,200,000 of which are registered on this Form S-8. The
remaining 78,079 shares were issued pursuant to option exercises occurring prior
to the Company's first registration statement on Form S-8 (File No. 333-45618)
and therefore are not registered.

(2) An aggregate of 52,031 Ordinary Shares have been offered pursuant to the
Precise Software Solutions Ltd. Stock Option Plan (f/k/a Savant Corporation
Stock Option Plan).

(3) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
Ordinary Shares that may be offered or issued by reason of stock splits, stock
dividends or similar transactions pursuant to the Precise Software Solutions
Ltd. Amended and Restated 1998 Share Option and Incentive Plan and the Precise
Software Solutions Ltd. Stock Option Plan (f/k/a Savant Corporation Stock Option
Plan).

(4) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the average of the high and low prices of Precise Software Solutions
Ltd. Ordinary Shares as reported on the Nasdaq National Market on July 23, 2001
(i.e., $19.16). Pursuant to General Instruction E of Form S-8, the registration
fee is calculated with respect to the additional securities registered on this
Form S-8 only.

(5) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). The proposed maximum offering price per share is based on the
weighted average per share exercise price (rounded to the nearest whole cent) of
outstanding but unexercised options previously issued under the Precise Software
Solutions Ltd. Stock Option Plan (f/k/a Savant Corporation Stock Option Plan).

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Not required to be included in this Form S-8 Registration Statement
pursuant to the introductory Note to Part I of Form S-8.

                                     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 latest annual report on Form 10-K, as amended,
              filed with the Commission on March 21, 2001 (File No. 000-30828);

         (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
              Exchange Act since the end of the fiscal year covered by the
              document referred to in (a) above; and

         (c)  Description of ordinary shares contained in the Registrant's
              registration statement on Form F-1 (File No. 333-48878) originally
              filed on October 30, 2000 and in the Registrant's registration
              statement on Form 8-A filed pursuant to the Exchange Act.

         All documents subsequently filed by the Registrant with the Commission
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 (i) indicates that all securities
offered under this Registration Statement have been sold or (ii) which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part of this
Registration Statement from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

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
                                       3
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
NUMBER                          DESCRIPTION
------                          -----------
4.1      Amended and Restated Articles of Association of the Company
         (incorporated by reference to Exhibit 3.4 to the Company's Registration
         Statement on Form F-1 (File No. 333-11992)) 4.2 Memorandum of
         Association of the Company, dated November 14, 1990 (English
         translation) (incorporated by reference to Exhibit 3.1 to the Company's
         Registration Statement on Form F-1 (File No. 333-11992))

4.3      Amendment to Memorandum of Association of the Company, dated April 12,
         2000 (English translation) (incorporated by reference to Exhibit 3.2 to
         the Company's Registration Statement on Form F-1 (File No. 333-11992))

4.4      Precise Software Solutions Ltd. Amended and Restated 1998 Share Option
         and Incentive Plan (incorporated by reference to Exhibit B to the
         Company's Proxy Statement on Form DEF 14A (File No. 000-30828))

4.5      Precise Software Solutions Ltd. Stock Option Plan (f/k/a Savant
         Corporation Stock Option Plan) (filed herewith)

5.1      Opinion of Volovelsky, Dinstein, Sneh & Co. (filed herewith)

23.1     Consent of Counsel (contained in Exhibit 5.1)

23.2     Consent of Independent Auditors (filed herewith)

24.1     Power of Attorney (filed herewith)

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; 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;

                                       5
(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, as amended,
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 the
26th day of July, 2001.

                                PRECISE SOFTWARE SOLUTIONS LTD.

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

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                 TITLE                                    DATE
---------                 -----                                    ----

/s/ Shimon Alon           Chief Executive Officer                  July 26, 2001
-----------------------   (Principal Executive Officer)
Shimon Alon

/s/ J. Benjamin H. Nye    Chief Financial Officer                  July 26, 2001
-----------------------   (Principal Financial Officer)
J. Benjamin H. Nye

/s/ Dror Elkayam          International Controller                 July 26, 2001
-----------------------   (Principal Accounting Officer)
Dror Elkayam

     A majority of the Board of Directors (Shimon Alon, Robert J. Dolan, Gary L.
Fuhrman, Mary A. Palermo, Yoseph Sela, Anton Simunovic and Ron Zuckerman).

Date:  July 26, 2001                By:  /s/ Shimon Alon
                                         --------------------
                                         Shimon Alon
                                         Attorney-In-Fact

                                       7
EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION
------                       -----------

4.1      Amended and Restated Articles of Association of the Company
         (incorporated by reference to Exhibit 3.4 to the Company's Registration
         Statement on Form F-1 (File No. 333-11992))

4.2      Memorandum of Association of the Company, dated November 14, 1990
         (English translation) (incorporated by reference to Exhibit 3.1 to the
         Company's Registration Statement on Form F-1 (File No. 333-11992))

4.3      Amendment to Memorandum of Association of the Company, dated April 12,
         2000 (English translation) (incorporated by reference to Exhibit 3.2 to
         the Company's Registration Statement on Form F-1 (File No. 333-11992))

4.4      Precise Software Solutions Ltd. Amended and Restated 1998 Share Option
         and Incentive Plan (incorporated by reference to Exhibit B to the
         Company's Proxy Statement on Form DEF 14A (File No. 000-30828))

4.5      Precise Software Solutions Ltd. Stock Option Plan (f/k/a Savant
         Corporation Stock Option Plan) (filed herewith)

5.1      Opinion of Volovelsky, Dinstein, Sneh & Co. (filed herewith)

23.1     Consent of Counsel (contained in Exhibit 5.1)

23.2     Consent of Independent Auditors (filed herewith)

24.1     Power of Attorney (filed herewith)