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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2000

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM ______ TO ______

                        COMMISSION FILE NUMBER 000-30828

                        PRECISE SOFTWARE SOLUTIONS LTD.
                        -------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           ISRAEL                                           NOT APPLICABLE
           ------                                           --------------
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                              IDENTIFICATION
                                                                NUMBER)

   1 HASHIKMA STREET                                           56518
   P.O. Box 88                                              (ZIP CODE)
   Savyon, Israel
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 972 (3) 635-2566

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                  ORDINARY SHARES, PAR VALUE 0.03 NIS PER SHARE

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of March 14, 2001, was approximately $370 million (based on
the closing price of the registrant's Ordinary Shares on March 14, 2001, of
$14.69 per share).

     The number of the registrant's Ordinary Shares outstanding as of March 14,
2001 was 26,011,761.

                       DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a proxy statement pursuant to Regulation 14A
within 120 days of the end of its fiscal year ended December 31, 2000. Portions
of such proxy statement are incorporated by reference into Part III of this
Report.
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<PAGE>


This Form 10-K/A amends the Registrant's Form 10-K filed March 21, 2001 by
filing the attached conformed signature pages.


<PAGE>

[LOGO]                        KOST FORER & GABBAY           Phone: 972-3-6232525
ERNST & YOUNG                 3 Aminadav St.                Fax:   972-3-5622555
                              Tel-Aviv 67067, Israel


                         REPORT OF INDEPENDENT AUDITORS

                             To the Shareholders of

                         PRECISE SOFTWARE SOLUTIONS LTD.


       We have audited the accompanying consolidated balance sheets of Precise
Software Solutions Ltd. ("the Company") and its subsidiaries as of December 31,
1999 and 2000 and the related consolidated statements of operations, changes in
shareholders' equity (deficiency) and cash flows for each of the three years in
the period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

       We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

       In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company and its subsidiaries as of December 31, 1999 and 2000, and the
consolidated results of their operations and cash flows for each of the three
years in the period ended December 31, 2000, in conformity with generally
accepted accounting principles in the United States.


                                               /s/ Kost, Forer & Gabbay
                                         ---------------------------------------
Tel-Aviv, Israel                                   KOST, FORER & GABBAY
January 18, 2001                         A Member of Ernst & Young International
<PAGE>


                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

                                             PRECISE SOFTWARE SOLUTIONS LTD.

Date: March 21, 2001

                                             By: /s/ Shimon Alon
                                                 -------------------------------


                        POWER OF ATTORNEY AND SIGNATURES

    We, the undersigned officers and directors of Precise Software Solutions
Ltd., hereby severally constitute and appoint Shimon Alon, our true and lawful
attorney, with full power to him singly, to sign for us and in our names in the
capacities indicated below, any amendments to this Annual Report on Form 10-K,
and generally to do all things in our names and on our behalf in such capacities
to enable Precise Software Solutions Ltd. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and all the requirements of the
Securities Exchange Commission.

    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  SIGNATURE                                         TITLE(S)                               DATE

<S>                                                        <C>                                      <C>
      /s/ Shimon Alon                                      Chief Executive Officer and Director     March 21, 2001
      -------------------------------------------------    (Principal Executive Officer)
                       Shimon Alon


      /s/ J. Benjamin H. Nye                               Chief Financial Officer (Principal       March 21, 2001
      -------------------------------------------------    Financial  Officer)
                       J. Benjamin H. Nye


      /s/ Dror Elkayam                                     International Controller (Principal      March 21, 2001
      -------------------------------------------------    Accounting Officer)
                       Dror Elkayam


      /s/ Ron Zuckerman                                    Director and Chairman of the Board of    March 21, 2001
      -------------------------------------------------    Directors
                       Ron Zuckerman

      /s/ Robert Dolan                                     Director                                 March 21, 2001
      -------------------------------------------------
                       Robert Dolan

      /s/ Mary Palermo                                     Director                                 March 21, 2001
      -------------------------------------------------
                       Mary Palermo

      /s/ Yoseph Sela                                      Director                                 March 21, 2001
      -------------------------------------------------
                        Yoseph Sela

      /s/ Anton Simunovic                                  Director                                 March 21, 2001
      -------------------------------------------------
                      Anton Simunovic
</TABLE>

<PAGE>


                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

                                         PRECISE SOFTWARE SOLUTIONS LTD.

Date: March 21, 2001

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

    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  SIGNATURE                                         TITLE(S)                               DATE

<S>                                                        <C>                                     <C>
      /s/ Shimon Alon                                      Chief Executive Officer and Director     March 21, 2001
   ----------------------------------------------------    (Principal Executive Officer)
                        Shimon Alon


                            *                              Chief Financial Officer (Principal       March 21, 2001
   ----------------------------------------------------    Financial  Officer)
                    J. Benjamin H. Nye


                            *                              International Controller (Principal      March 21, 2001
   ----------------------------------------------------    Accounting Officer)
                       Dror Elkayam

                            *                              Director and Chairman of the Board of    March 21, 2001
   ----------------------------------------------------    Directors
                       Ron Zuckerman

                              *                            Director                                 March 21, 2001
   ----------------------------------------------------
                       Robert Dolan

                              *                            Director                                 March 21, 2001
   ----------------------------------------------------
                       Mary Palermo

                              *                            Director                                 March 21, 2001
   ----------------------------------------------------
                        Yoseph Sela

                              *                            Director                                 March 21, 2001
   ----------------------------------------------------
                      Anton Simunovic

      *By:  /s/ Shimon Alon                                Attorney-in-Fact                         March 21, 2001
            -------------------------------------------
                        Shimon Alon
</TABLE>