As filed with the Securities and Exchange Commission on May 22, 1996
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               __________________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               __________________

                       ACCENT SOFTWARE INTERNATIONAL LTD.
             (Exact name of Registrant as specified in its charter)

        Israel                                                   N/A
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                             28 Pierre Koenig Street
                             Jerusalem 91530 Israel
                                011-972-2-793-723
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)
                                   _________

                       ACCENT SOFTWARE INTERNATIONAL LTD.
                        EMPLOYEE SHARE OPTION PLAN (1995)
                            (Full title of the Plan)

                     Prentice-Hall Corporations System, Inc.
                          375 Hudson Street, 11th Floor
                            New York, New York 10014
                     (Name and address of agent for service)
                                 (212) 463-2700
          (Telephone number, including area code, of agent for service)
                                   __________

                                   Copies to:
    Stephen M. Besen, Esq.                         Barry P. Levenfeld, Esq.
    Weil, Gotshal & Manges                            Yigal Arnon & Co.
       767 Fifth Avenue                             3 Daniel Frisch Street
   New York, New York 10153                         Tel Aviv 64731 ISRAEL
   Telephone: (212) 310-8000                     Telephone: 011-972-3-692-6868
   Facsimile: (212) 310-8007                     Facsimile: 011-972-3-696-2744

                                   __________

Approximate date of commencement of sales pursuant to the Plan: As soon as
reasonably practicable after the effective date of the Registration Statement
<TABLE>
<CAPTION>
                              CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                            Proposed maximum    Proposed maximum
            Title of                      Amount to        aggregate Offering      aggregate           Amount of
  securities to be registered           be registered(1)   price per share(2)   Offering price(2)  registration fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>             <C>                  <C>
Ordinary Shares, nominal value NIS .01      750,000              $49.50          $37,125,000            $12,802
per share
====================================================================================================================
<FN>
(1) This Registration Statement shall also cover any additional shares of
    Ordinary Shares which become issuable under the Registrant's Employee Share
    Option Plan (1995) by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without receipt of
    consideration which results in an increase in the number of outstanding
    shares of Ordinary Shares.
(2) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457 under the Securities Act of 1933, based upon the
    average of the high and low prices of the Ordinary Shares as quoted on the
    Nasdaq Small-Cap Market on May 17, 1996.
</FN>
</TABLE>

<PAGE>

   THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED THE COMPANY FROM
 THE OBLIGATION TO PUBLISH THIS FORM S-8 IN THE MANNER REQUIRED FOR THE
 PUBLICATION OF A PROSPECTUS PURSUANT TO THE PREVAILING LAWS OF THE STATE OF
  ISRAEL. NOTHING IN SUCH EXEMPTION SHALL BE CONSTRUED AS AUTHENTICATION OR
   APPROVAL OF THE RELIABILITY OR ACCURACY OF THE MATTERS CONTAINED IN THIS
 FORM S-8 OR AS AN EXPRESSION OF OPINION AS TO THE QUALITY OF THE SECURITIES
                    WHICH ARE THE SUBJECT OF THIS FORM S-8



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

            The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Accent Software International Ltd. Employee
Share Option Plan (1995) and its administrators are available without charge by
contacting:

                      Accent Software International Ltd.
                            28 Pierre Koenig Street
                            Jerusalem 91530 Israel
                        Attention:  Robert Trachtenberg
                         011-972-2-793-723, ext. 1242



                                        1

<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, heretofore filed by Accent Software
International Ltd., a company organized under the laws of the State of Israel
(the "Company"), with the Commission, are incorporated herein by reference and
made a part hereof:

            (a) The Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1995.

            (b) N/A.

            (c) Post-Effective Amendment No. 1 to the Company's Registration
                Statement on Form S-1 filed with the Commission on May 3, 1996,
                File Number 33-92754-A.

            (d) The Company's Registration Statement on Form 8-A, as amended,
                filed with the Commission on July 11, 1995, File No. 0-26394.

            All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all such securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The Company's Articles of Association provide that, to the fullest
extent permitted by the Israeli Companies' Ordinance (New Version), 1983, as
amended (the "Companies' Ordinance"), the Company may indemnify its directors
and officers for (a) any financial liability imposed upon them for the benefit
of a third party by a judgment, including a settlement or arbitration decision
certified by a court, as a result of an act or omission of such person in his
capacity as a director or officer of the Company, and (b) reasonable litigation
expenses, including legal fees, incurred by such director or officer or which he
is obligated to pay by a court order, in a proceeding brought against him by or
on behalf of the Company or by others, or in connection with a criminal
proceeding in which he was acquitted, in each case relating to acts or omissions
of such person in his capacity as a director or officer of the Company.

            The Company's Articles of Association provide that, to the fullest
extent permitted by the Companies' Ordinance, the Company may procure directors'
and officers' liability insurance for (a) breach of the duty of care by any
director or offer owed to the Company or to any other person, (b) breach of
fiduciary duty by any officer or director owed to the Company, provided such
person acted in good faith and had



                                    II-1

<PAGE>


reasonable cause to assume that the action would not prejudice the interests of
the Company and (c) any financial liability imposed upon any director or officer
for the benefit of a third party by reason of an act or omission of such person
in his capacity as a director or officer of the Company. The Company has
obtained directors' and officers' liability insurance that insures the Company's
directors and officers against such liabilities.

            Under the Companies' Ordinance, the Company may not indemnify or
procure insurance coverage for the liability of its Office Holders (as defined
in the Companies' Ordinance) in respect of any monetary obligation imposed by
reason of (a) an act or omission which constitutes a breach of fiduciary duty,
except to the extent described above, (b) a willful breach of the duty of care
or reckless disregard of the circumstances or consequences of such breach, (c)
an act or omission done with the intent to unlawfully realize personal gain or
(d) a fine or penalty imposed for a criminal offense.

            The Companies' Ordinance defines an "Office Holder" to include a
director, general manager, chief executive officer, executive vice president,
vice president, other managers directly subordinate to the general manager, and
any person assuming the responsibilities of the foregoing positions without
regard to such person's title.

            In addition, pursuant to the Companies' Ordinance, indemnification
of, and procurement of insurance coverage for, an Office Holder of the Company
is permitted if it is approved by the Company's Audit Committee and Board of
Directors. In certain circumstances, the Companies' Ordinance also requires
approval of such indemnification and insurance by the Company's shareholders.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.




                                    II-2
<PAGE>
ITEM 8. EXHIBITS.


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

  4.1  - Form of Ordinary Share Certificate (filed as Exhibit 4.1 to the
         Company's Registration Statement No. 33-92754).*

  4.2  - Accent Software International Ltd. Employee Share Option Plan (1995).

  5    - Opinion of Yigal Arnon & Co.

  23   - Consent of Yigal Arnon & Co. (included in Exhibit 5).



- --------
*    Incorporated by reference.



                                    II-3
<PAGE>


ITEM 9. UNDERTAKINGS.

               (a) The undersigned registrant hereby undertakes:

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

                    (i) to include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                    (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 and of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement.

                    (iii) to include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;

               (2) that, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

               (3) to remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

               (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public



                                    II-4
<PAGE>

               (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.




                                    II-5
<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 New York, State of New York, on this 22nd day of May,
1996.

                              ACCENT SOFTWARE INTERNATIONAL LTD.


May 22, 1996                  By:  /s/ ROBERT S. ROSENSCHEIN
                                 -----------------------------------------------
                                  Name:  Robert S. Rosenschein
                                  Title:   President and Chief Executive Officer


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

SIGNATURE                          TITLE                        DATE


/s/ ROBERT S. ROSENSCHEIN          President, Chief          May 22, 1996
- --------------------------         Executive Officer and
Robert S. Rosenschein              Director             
                          


/s/ MITCHELL JOELSON               Executive Vice President  May 22, 1996
- --------------------------         and Director
Mitchell Joelson        


/s/ JEFFREY ROSENSCHEIN            Vice President,           May 22, 1996
- --------------------------         Engineering, Chief     
Jeffrey Rosenschein                Scientist, and Director
                        


/s/ MICHAEL SONDHELM               Controller                May 22, 1996
- --------------------------         (principal financial   
Michael Sondhelm                   and accounting officer)
                        


/s/ ELLIOTT B. BROIDY              Director                  May 22, 1996
- --------------------------
Elliott B. Broidy


/s/ ROGER R. CLOUTIER, II          Director                  May 22, 1996
- --------------------------
Roger R. Cloutier, II




                                    II-6


<PAGE>

                                   Director
- --------------------------
Meldon E. Levine


                                   Director
- --------------------------
Mark A. Tebbe




                                    II-7


<PAGE>

                                 EXHIBIT INDEX



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

  4.1  -   Form of Ordinary Share Certificate (filed as Exhibit 4.1 to the
           Company's Registration Statement No. 33-92754).*

  4.2  -   Accent Software International Ltd. Employee Share
           Option Plan (1995)

  5    -   Opinion of Yigal Arnon & Co

  23   -   Consent of Yigal Arnon & Co. (included in Exhibit 5.).











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

 *  Incorporated by reference.




                               II-8


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[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE: EMPLOYEE SHARE OPTION PLAN (1995)", "secsgml_size_bytes": 20089}]
{"company-data": {"conformed-name": "ACCENT SOFTWARE INTERNATIONAL LTD", "cik": "0000945321", "assigned-sic": "7372", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04285", "film-number": "96571068"}, "business-address": {"street1": "28 PIERRE KOENIG ST", "city": "JERUSALEM 91530 ISRA", "state": "L3"}}
As filed with the Securities and Exchange Commission on May 22, 1996
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               __________________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               __________________

                       ACCENT SOFTWARE INTERNATIONAL LTD.
             (Exact name of Registrant as specified in its charter)

        Israel                                                   N/A
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                             28 Pierre Koenig Street
                             Jerusalem 91530 Israel
                                011-972-2-793-723
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)
                                   _________

                       ACCENT SOFTWARE INTERNATIONAL LTD.
                        EMPLOYEE SHARE OPTION PLAN (1995)
                            (Full title of the Plan)

                     Prentice-Hall Corporations System, Inc.
                          375 Hudson Street, 11th Floor
                            New York, New York 10014
                     (Name and address of agent for service)
                                 (212) 463-2700
          (Telephone number, including area code, of agent for service)
                                   __________

                                   Copies to:
    Stephen M. Besen, Esq.                         Barry P. Levenfeld, Esq.
    Weil, Gotshal & Manges                            Yigal Arnon & Co.
       767 Fifth Avenue                             3 Daniel Frisch Street
   New York, New York 10153                         Tel Aviv 64731 ISRAEL
   Telephone: (212) 310-8000                     Telephone: 011-972-3-692-6868
   Facsimile: (212) 310-8007                     Facsimile: 011-972-3-696-2744

                                   __________

Approximate date of commencement of sales pursuant to the Plan: As soon as
reasonably practicable after the effective date of the Registration Statement
CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                            Proposed maximum    Proposed maximum
            Title of                      Amount to        aggregate Offering      aggregate           Amount of
  securities to be registered           be registered(1)   price per share(2)   Offering price(2)  registration fee
- --------------------------------------------------------------------------------------------------------------------
Ordinary Shares, nominal value NIS .01      750,000              $49.50          $37,125,000            $12,802
per share
====================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
    Ordinary Shares which become issuable under the Registrant's Employee Share
    Option Plan (1995) by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without receipt of
    consideration which results in an increase in the number of outstanding
    shares of Ordinary Shares.
(2) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457 under the Securities Act of 1933, based upon the
    average of the high and low prices of the Ordinary Shares as quoted on the
    Nasdaq Small-Cap Market on May 17, 1996.
THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED THE COMPANY FROM
 THE OBLIGATION TO PUBLISH THIS FORM S-8 IN THE MANNER REQUIRED FOR THE
 PUBLICATION OF A PROSPECTUS PURSUANT TO THE PREVAILING LAWS OF THE STATE OF
  ISRAEL. NOTHING IN SUCH EXEMPTION SHALL BE CONSTRUED AS AUTHENTICATION OR
   APPROVAL OF THE RELIABILITY OR ACCURACY OF THE MATTERS CONTAINED IN THIS
 FORM S-8 OR AS AN EXPRESSION OF OPINION AS TO THE QUALITY OF THE SECURITIES
                    WHICH ARE THE SUBJECT OF THIS FORM S-8

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

            The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Accent Software International Ltd. Employee
Share Option Plan (1995) and its administrators are available without charge by
contacting:

                      Accent Software International Ltd.
                            28 Pierre Koenig Street
                            Jerusalem 91530 Israel
                        Attention:  Robert Trachtenberg
                         011-972-2-793-723, ext. 1242

                                        1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, heretofore filed by Accent Software
International Ltd., a company organized under the laws of the State of Israel
(the "Company"), with the Commission, are incorporated herein by reference and
made a part hereof:

            (a) The Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1995.

            (b) N/A.

            (c) Post-Effective Amendment No. 1 to the Company's Registration
                Statement on Form S-1 filed with the Commission on May 3, 1996,
                File Number 33-92754-A.

            (d) The Company's Registration Statement on Form 8-A, as amended,
                filed with the Commission on July 11, 1995, File No. 0-26394.

            All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all such securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The Company's Articles of Association provide that, to the fullest
extent permitted by the Israeli Companies' Ordinance (New Version), 1983, as
amended (the "Companies' Ordinance"), the Company may indemnify its directors
and officers for (a) any financial liability imposed upon them for the benefit
of a third party by a judgment, including a settlement or arbitration decision
certified by a court, as a result of an act or omission of such person in his
capacity as a director or officer of the Company, and (b) reasonable litigation
expenses, including legal fees, incurred by such director or officer or which he
is obligated to pay by a court order, in a proceeding brought against him by or
on behalf of the Company or by others, or in connection with a criminal
proceeding in which he was acquitted, in each case relating to acts or omissions
of such person in his capacity as a director or officer of the Company.

            The Company's Articles of Association provide that, to the fullest
extent permitted by the Companies' Ordinance, the Company may procure directors'
and officers' liability insurance for (a) breach of the duty of care by any
director or offer owed to the Company or to any other person, (b) breach of
fiduciary duty by any officer or director owed to the Company, provided such
person acted in good faith and had

                                    II-1
reasonable cause to assume that the action would not prejudice the interests of
the Company and (c) any financial liability imposed upon any director or officer
for the benefit of a third party by reason of an act or omission of such person
in his capacity as a director or officer of the Company. The Company has
obtained directors' and officers' liability insurance that insures the Company's
directors and officers against such liabilities.

            Under the Companies' Ordinance, the Company may not indemnify or
procure insurance coverage for the liability of its Office Holders (as defined
in the Companies' Ordinance) in respect of any monetary obligation imposed by
reason of (a) an act or omission which constitutes a breach of fiduciary duty,
except to the extent described above, (b) a willful breach of the duty of care
or reckless disregard of the circumstances or consequences of such breach, (c)
an act or omission done with the intent to unlawfully realize personal gain or
(d) a fine or penalty imposed for a criminal offense.

            The Companies' Ordinance defines an "Office Holder" to include a
director, general manager, chief executive officer, executive vice president,
vice president, other managers directly subordinate to the general manager, and
any person assuming the responsibilities of the foregoing positions without
regard to such person's title.

            In addition, pursuant to the Companies' Ordinance, indemnification
of, and procurement of insurance coverage for, an Office Holder of the Company
is permitted if it is approved by the Company's Audit Committee and Board of
Directors. In certain circumstances, the Companies' Ordinance also requires
approval of such indemnification and insurance by the Company's shareholders.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

                                    II-2
ITEM 8. EXHIBITS.

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

  4.1  - Form of Ordinary Share Certificate (filed as Exhibit 4.1 to the
         Company's Registration Statement No. 33-92754).*

  4.2  - Accent Software International Ltd. Employee Share Option Plan (1995).

  5    - Opinion of Yigal Arnon & Co.

  23   - Consent of Yigal Arnon & Co. (included in Exhibit 5).

- --------
*    Incorporated by reference.

                                    II-3
ITEM 9. UNDERTAKINGS.

               (a) The undersigned registrant hereby undertakes:

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

                    (i) to include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                    (ii) to reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement.

                    (iii) to include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;

               (2) that, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

               (3) to remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

               (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public

                                    II-4
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                    II-5
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 New York, State of New York, on this 22nd day of May,
1996.

                              ACCENT SOFTWARE INTERNATIONAL LTD.

May 22, 1996                  By:  /s/ ROBERT S. ROSENSCHEIN
                                 -----------------------------------------------
                                  Name:  Robert S. Rosenschein
                                  Title:   President and Chief Executive Officer

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

SIGNATURE                          TITLE                        DATE

/s/ ROBERT S. ROSENSCHEIN          President, Chief          May 22, 1996
- --------------------------         Executive Officer and
Robert S. Rosenschein              Director             
                          

/s/ MITCHELL JOELSON               Executive Vice President  May 22, 1996
- --------------------------         and Director
Mitchell Joelson        

/s/ JEFFREY ROSENSCHEIN            Vice President,           May 22, 1996
- --------------------------         Engineering, Chief     
Jeffrey Rosenschein                Scientist, and Director
                        

/s/ MICHAEL SONDHELM               Controller                May 22, 1996
- --------------------------         (principal financial   
Michael Sondhelm                   and accounting officer)
                        

/s/ ELLIOTT B. BROIDY              Director                  May 22, 1996
- --------------------------
Elliott B. Broidy

/s/ ROGER R. CLOUTIER, II          Director                  May 22, 1996
- --------------------------
Roger R. Cloutier, II

                                    II-6
Director
- --------------------------
Meldon E. Levine

                                   Director
- --------------------------
Mark A. Tebbe

                                    II-7
EXHIBIT INDEX

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

  4.1  -   Form of Ordinary Share Certificate (filed as Exhibit 4.1 to the
           Company's Registration Statement No. 33-92754).*

  4.2  -   Accent Software International Ltd. Employee Share
           Option Plan (1995)

  5    -   Opinion of Yigal Arnon & Co

  23   -   Consent of Yigal Arnon & Co. (included in Exhibit 5.).

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

 *  Incorporated by reference.

                               II-8

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