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, 1999.

              [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                     For the transition period from      to
                                                    -----  -----

                        Commission File Number:  0-26392

                              LEVEL 8 SYSTEMS, INC.
            (Exact name of registrant as specified in its character)

     DELAWARE                                                     11-2920559
(State  of  incorporation)                                    (I.R.S.  Employer
                                                             Identification No.)

                8000 REGENCY PARKWAY, CARY, NORTH CAROLINA 27511
          (Address of principal executive offices, including Zip Code)

                                 (919) 380-5000
              (Registrant's telephone number, including area code)

                                  _____________

        Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:  COMMON STOCK, $.001
                                                             -------------------
                                    PAR VALUE
                                    ---------

                                  _____________

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  reports),  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  the  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.  [X]
                                   -

Aggregate  market  value  of  the  voting  stock  held  by non-affiliates of the
Registrant  as  of  March  20,  2000 was approximately $296,742,688.  There were
13,364,222  shares  of  Common  Stock  outstanding  as  of  March  20,  2000.


                                     Page 1
<PAGE>

                                     PART II

     ITEM  5.  MARKET  FOR  REGISTRANT'S  COMMON  STOCK  AND RELATED SHAREHOLDER
MATTERS.

     During  fiscal  years  1998  and  1999, the common stock of the Company was
traded  on  the  Nasdaq  Stock  Market under the symbol "LVEL."  The Company has
never  declared  or  paid  any  cash dividends on its Common Stock.  The Company
anticipates  that  all  of  its  earnings will be retained for the operation and
expansion  of  the  Company's  business  and does not anticipate paying any cash
dividends  in  the  foreseeable future.  The Company's credit agreements require
the  Company to obtain approval from its lenders prior to declaration or payment
of  any cash dividends on its common stock.  The chart below sets forth the high
and  low  stock  prices  for the quarters of the fiscal years ended December 31,
1998  and  1999.
<TABLE>
<CAPTION>


              1998              1999
              ----              ----
         High      Low     High      Low
        -------  -------  -------  -------
<S>     <C>      <C>      <C>      <C>
First   $16.313  $10.375  $16.250  $ 7.625
Second  $14.000  $ 8.375  $13.125  $ 7.938
Third   $11.000  $ 6.563  $14.000  $ 9.375
Fourth  $ 9.875  $ 5.000  $46.438  $11.500
</TABLE>



     The  closing price of the common stock on December 31, 1999 was $34.563 per
share.  As  of  May  9,  2000,  the  Company  had 129 registered shareholders of
record.

     A  total  of  200,500  shares  of Common Stock were issued in 1999 upon the
conversion  of  outstanding  convertible  preferred  stock  and  notes  without
registration in reliance upon exemption Section 3(a)(9) of the Securities Act of
1933,  as  amended.  A  total of 1,263,460 shares of Common Stock were issued in
1999  upon the exercise of outstanding warrants without registration in reliance
on  Section 4(2) of the Securities Act at exercise prices ranging from $7.425 to
$14.85  per  share of Common Stock.  The Company also relied on the Section 4(2)
private placement exemption to issue Liraz Systems, Ltd. 60,000 shares of Common
Stock  in  exchange for Liraz's guaranty of the company's term loan used to fund
the cash portion of the purchase price for the acquisition of Template Software,
Inc.


                                     Page 2
<PAGE>

                                    PART III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  REGISTRANT

     The Board of Directors of the Company consist of Arie Kilman, Michel Berty,
Robert  Brill,  Theodore Fine, Lenny Recanati, and Samuel Somech.  Each of these
directors  was elected at the 1999 Annual Meeting of Stockholders and will serve
until  the  election  and  qualification  of  his successor or until his earlier
death, resignation or removal.  Set forth below with respect to each director is
his  name,  age, principal occupation  and business experience for the past five
years  and  length  of  service  as  director  of  the  Company.

ARIE  KILMAN

Director  since  July  1997.          Age:  46

Mr. Kilman has served as Chairman of the Board of Directors of the Company since
July 1997. Mr. Kilman has also been Chief Executive Officer of the Company since
July  1996.  He  was President of the Company from July 1996 to October 1996. He
previously  served  as  Chairman  of  the Board of Directors of the Company from
December  1994  to  July  1996.  He  is  a  citizen  of  Israel.

MICHEL  BERTY

Director  since  July  1997.          Age:  60

Mr.  Berty has served as a director of the Company since July 1997.  Since April
1997,  Mr.  Berty has been the owner of MBY Consultant, Inc. Mr. Berty currently
serves  as  a  director  of  Sapiens  International  Corporation,  N.V., Mastech
Corporation,  Merant,  Elligent  Consulting  Group,  Inc.  and  Ascent  Logic
Corporation.  Mr.  Berty served as the Chairman of the Board and Chief Executive
Officer  of  Cap  Gemini  America  (an  international  information  technology
consulting  firm)  from 1993 to April 1997.  From 1986 to 1992, he served as the
General  Secretary  of  the  Gemini  Sogeti Group (the parent corporation of Cap
Gemini  America).

ROBERT  M.  BRILL,  PHD.

Director  since  March  1998.          Age:  53

Dr.  Brill  has served as a director of the Company since March 1998.  Dr. Brill
also  serves  on  the Audit Committee of the Board of Directors.  Dr. Brill is a
General  Partner of New Light Management, L.P., Newlight Associates (BVI), L.P.,
Poly Ventures I, LP and Poly Ventures II, LP, venture capital funds specializing
in  investments in high technology companies.  He is also a director of Standard
MicroSystems Corporation.  Prior to 1989, Dr. Brill had been the Chief Executive
Officer  of  several  high  technology  companies  and  has  held  executive and
technical positions with Harris Corporation and IBM.  Dr. Brill received degrees
in  engineering physics and physics from Lehigh University and a PhD. in physics
from  Brown  University.



                                     Page 3
<PAGE>


THEODORE  FINE

Director  since  April  1995.          Age:  63

Mr. Fine has served as a director of the Company since April 1995.  He currently
serves  on  the Audit and Compensation Committees of the Board of Directors. Mr.
Fine  co-founded  Level  8  Technologies,  a subsidiary of the Company, with Mr.
Somech  in  February  1994.  Mr. Fine is also a director and the Chief Executive
Officer  of Buysmart Enterprises, Inc. Mr. Fine is also a member of the board of
directors  of  ZMAX  Corporation.  Since  January  1993,  Mr.  Fine  has  been a
management  information  systems consultant to the financial community and, from
April  1995  to  July  1996,  served  as a marketing and sales consultant to the
Company.  From  March  1974  to  December  1992,  Mr. Fine was Vice President of
Technology  for  Retail  International  Operations  of  CitiBank,  N.A.

LENNY  RECANATI

Director  since  December  1994.     Age:  45

Mr.  Recanati  has  served  as  a  director  of the Company since December 1994.
During  the  last  twelve  years,  Mr.  Recanati  has  been a Senior Manager and
Director  of  Discount  Investment  Corporation  ("DIC").  He is Chairman of the
Board  of  Directors of Ilanot-Discounts Mutual Fund Management Company and is a
member  of  the  Board  of Directors of a number of Israeli industrial and other
enterprises  affiliated with DIC, including Liraz Systems, Ltd., Klil Industries
Ltd.,  Elron  Electronics  Industries  Ltd.,  Super-Sol  Ltd.,  Bayside  Land
Corporation  Ltd.,  Tefron  Ltd.  and Tambour Ltd.  Mr. Recanati is a citizen of
Israel.

SAMUEL  SOMECH

Director  since  April  1995.          Age:  45

Mr.  Somech  served  as  President of the Company through June 1999, as Chairman
Emeritus  since  July  1999,  as  Chief  Technology Officer of the Company since
October  1996,  and  as  a director of the Company since April 1995.  Mr. Somech
served  as  Vice  President  of the Company from April 1995 to October 1996.  He
also served as the Technical Director, Messaging Group, of Apertus Technologies,
Inc. from January 1994 to March 1994 and Technical Director, Messaging Group, of
NYNEX  from  September  1990  to  December  1993.  Mr. Somech co-founded Level 8
Technologies,  Inc.  with Theodore Fine in February 1994.  Level 8 Technologies,
Inc.  was acquired by the Company in 1995 and remains a wholly-owned subsidiary.
Mr.  Somech  is  a  citizen  of  Israel.




MEETINGS  AND  COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     The  Board  of  Directors  is  responsible  for  the overall affairs of the
Company.  The  Board  of  Directors  held  seven meetings in 1999. Each director
attended over 75% of the meetings of the Board and of any committees on which he
served  in  fiscal  1999.  To assist the Board of Directors in carrying out this
responsibility, the Board has delegated certain authority to several committees.
Information  concerning  those  committees  follows.


                                     Page 4
<PAGE>


     Messrs.  Fine,  Kilman  and  Recanati  presently  serve on the Compensation
Committee  of  the  Board of Directors.  The Compensation Committee has (i) full
power  and  authority  to  interpret  the  provisions  of  and  supervise  the
administration of the Company's 1995 Stock Incentive Plan, the 1997 Stock Option
Plan,  the  Company's  Employee  Stock  Purchase  Plan  (U.S.),  the  Company's
International  Stock  Purchase  Plan  and  the Company's Outside Directors Stock
Incentive  Plan,  and  (ii)  the  authority  to  review all compensation matters
relating  to the Company. The Compensation Committee met ten times during fiscal
1999.

     During  1999,  Mr. Frank J. Klein served as a member of the Company's Board
of  Directors.  He tendered his resignation effective December 31, 1999.  During
1999,  he  served  on  the  Compensation  and  Audit  Committees.

     Messrs.  Brill, Fine and Recanati presently serve on the Audit Committee of
the  Board  of  Directors.  The  Audit  Committee  recommends  to  the  Board of
Directors  the  independent  public  accountants  to  be  selected  to audit the
Company's annual financial statements and approves any special assignments given
to  such accountants.  The Audit Committee also reviews the planned scope of the
annual  audit,  any  changes  in accounting principles and the effectiveness and
efficiency  of the Company's internal accounting staff.  The Audit Committee met
six  times  during  fiscal  1999.

     The  Board  of  Directors  does  not  have  a  nominating  committee.

     The  Board  of  Directors  may  from  time  to time establish certain other
committees  to  facilitate  the  management  of  the  Company.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

     The  Compensation  Committee  is  comprised  of  Messrs.  Fine,  Kilman and
Recanati.  Mr.  Kilman  is  the  Chairman  of  the  Board of Directors and Chief
Executive  Officer  of  the  Company.  Except  for Mr. Kilman, none of the other
members  of the Compensation Committee has served as an executive officer of the
Company  and  no  executive officer of the Company has served as a member of the
Compensation  Committee  of  any  other  entity of which Messrs. Fine, Kilman or
Recanati  have  served  as  executive  officers.  There  were  no  interlocking
relationships  between  the  Company  and  other  entities that might affect the
determination of the compensation of the directors and executive officers of the
Company.

DIRECTOR  COMPENSATION

     In  May  1999,  stockholders  of  the Company approved the Outside Director
Stock  Incentive Plan of the Company. Under this plan, the outside directors may
be  granted  an  option  to  purchase 12,000 shares at a price equal to the fair
market  value of the common stock as of the grant date.  These options vest over
a  three  year period in equal investments upon the eligible Director's election
to  the Board.  Newly elected eligible directors are also eligible to receive an
option  to  purchase  12,000  shares  upon  initial election or appointment. The
Outside Director Stock Incentive Plan also permits eligible directors to receive
partial  payment  of  director fees in common shares in lieu of cash, subject to
approval  by  the Board of Directors. In addition, the plan permits the Board of
Directors  to  grant  discretionary awards to eligible directors under the plan.
Pursuant to the Outside Director Stock Incentive Plan,  Messrs. Berty, Brill and
Fine  received  options to purchase 12,000 shares of Common Stock at an exercise
price  of  $9.00  per  share.  Messrs.  Brill  and Fine also received options to


                                     Page 5
<PAGE>


purchase  an  additional 6,000 shares of Common Stock pursuant to the 1997 Stock
Option  Plan at an exercise price of $12.5781 for their service on the Audit and
Compensation  Committees.

     Michael  Berty is entitled to receive each year, for serving as a Director,
$12,000  and  in  addition  to  the  above  detailed  options, he has previously
received  options to purchase 12,000 shares of Common Stock at an exercise price
of  $12.75  per share. None of the Company's other Directors received additional
monetary  compensation  for  serving on the Board of Directors of the Company in
1999,  other  than  reimbursement  of  reasonable expenses incurred in attending
meetings.

     The  Company's  current  executive officers are listed below, together with
their  age,  position with the Company and business experience for the past five
years.

ARIE  KILMAN               Age:  46

Mr.  Kilman  currently  serves  as the Chairman of the Board and Chief Executive
Officer  of  the  Company.  Please refer to the section of this Annual Report on
Form  10-K/A  entitled  "Directors"  for  additional  information  regarding Mr.
Kilman's  experience.

STEVEN  DMISZEWICKI          Age:38

Mr.  Dmiszewicki  has  served  as  Chief  Operating Officer of the Company since
January  1999  and  as President of the Company since June 1999. Mr. Dmiszewicki
served  as  Co-President  and Chief Financial Officer of Seer Technologies, Inc.
("Seer")  from  May  1998  to  January  1999.  From October 1996 to May 1998, he
served  as Senior Vice President and Chief Financial Officer of Seer.  From July
1996  to  October  1996,  he was employed by Healthpoint G.P. as Vice President,
Chief  Financial  and  Administrative Officer.  From February 1996 to July 1996,
Mr. Dmiszewicki served Seer as Vice President and Chief Financial Officer.  From
February  1993  until  February  1996,  Mr.  Dmiszewicki  served  as Seer's Vice
President  -  Finance.  Mr. Dmiszewicki, a Certified Public Accountant, obtained
his  B.S.  in Business Administration from Bucknell University.  Mr. Dmiszewicki
is  a  citizen  of  the  United  States.

DENNIS  MCKINNIE          Age:  43

Mr. McKinnie has served as Senior Vice President, Chief Legal and Administrative
Officer  and  Corporate  Secretary  of the Company since January 1999.  Prior to
that,  Mr.  McKinnie  served  as  Vice President, Chief Legal and Administrative
Officer  and  Corporate  Secretary of Seer since April, 1998. Prior to that, Mr.
McKinnie  was Vice President and General Counsel of Seer.  He has also served as
Corporate Secretary of Seer since February 1996 and as Assistant Secretary prior
thereto.  From  September  1989  to  October  1994,  he  was associated with the
Atlanta,  Georgia law firm of Powell, Goldstein, Frazer & Murphy, where he was a
member of that firm's Technology Litigation Group.  Prior to becoming associated
with  Powell  Goldstein, he was Staff Counsel to the Supreme Court of the United
States.  During  his  16  years of law practice, he also clerked for the Alabama
Supreme  Court  and the United States Court of Appeals for the Eleventh Circuit.
Mr.  McKinnie  holds a B.A. from Union University and a J.D. from the Cumberland
School  of  Law  of  Samford  University.


                                     Page 6
<PAGE>


SAMUEL  SOMECH          Age:  45

Mr. Somech currently serves as Chairman Emeritus, Chief Technology Officer and a
director  of  the  Company. Please refer to the section of this Annual Report on
Form  10-K/A  entitled  "Directors"  for  additional  information  regarding Mr.
Somech's  experience.

RENEE  FULK               Age:  31

Ms.  Fulk  currently  serves  as the Chief Financial Officer of the Company. Ms.
Fulk  served  as  Vice  President,  Finance for the Company from January 1999 to
December  1999.  Prior  to  this  position,  she  served  as  Seer's Director of
Corporate  Finance  and Director of Finance for the Americas Operating Division.
From  March  1996  to  November  1996,  she  was  employed  as Seer's Manager of
Financial Reporting. Prior to joining Seer, Ms. Fulk was with Deloitte & Touche,
LLP  from  August  1990  to March 1996. Ms. Fulk, a Certified Public Accountant,
obtained  her  B.S.  in  Accounting  from  East  Carolina  University.


ITEM  11.  EXECUTIVE  COMPENSATION

     The following summary compensation table sets forth the compensation earned
by  the  Company's  current Chief Executive Officer and the four other executive
officers  serving  or  having  served at the end of fiscal 1999 whose salary and
bonus exceeded $100,000 for services rendered to the Company during fiscal 1999.
The  table  reflects compensation earned for each of the last three years or for
such  shorter  period  of service as an executive officer as is reflected below.
For  the principal terms of the options granted during fiscal 1999, see "-Option
Grants  in  Fiscal  1999."


                                     Page 7
<PAGE>


<TABLE>
<CAPTION>
                              SUMMARY COMPENSATION TABLE
                                 Annual  Compensation


Name and                                         Other Annual  Securities
Principal               Fiscal                    Compen-      Underlying   All Other
Position                 Year         Salary      sation(1)     Options    Compensation
-------------------  ------------  ------------  ------------  ----------  -------------
<S>                  <C>           <C>           <C>           <C>         <C>
Arie Kilman,                 1999  $ 120,000(1)  $  90,000(2)  250,000(3)  $           0
Chief Executive              1998  $ 115,000(4)  $  96,350(5)          0   $           0
Officer, Chairman            1997  $   112,500   $         0           0   $           0
of the Board and
Director

Steven Dmiszewicki,          1999  $   200,000   $ 200,000(6)  235,000(7)  $           0
President

Samuel Somech,               1999  $   150,000   $   6,954(8)          0   $           0
Chairman                     1998  $   150,000   $   7,200(8)          0   $           0
Emeritus Chief               1997  $   150,000   $         0      50,000   $           0
Technology
Officer and
Director

Dennis McKinnie,             1999  $   172,917   $  50,000(9)  95,000(10)  $           0
Senior Vice
President, Chief
Legal and
Administrative
Officer, and
Secretary

Renee Fulk, Chief            1999  $   110,583   $ 65,000(11)  40,000(12)  $           0
Financial Officer
--------------------------------------------------
</TABLE>
(1)     The  indicated  amounts do not reflect non-cash compensation in the form
of  personal  benefits  provided  by  the  Company  that  may  have value to the
recipient.  Although  such  compensation  cannot  be  determined  precisely, the
Company  has  concluded that the aggregate value of such benefits awarded to any
named  executive  officer  did  not  exceed  the lesser of $50,000 or 10% of his
salary  and  bonus  for  any  fiscal  year  to  which  such  benefits  pertain.

(2)     Consists  of  a  $90,000 bonus for the successful completion of Template
Software,  Inc.  acquisition.

(3)     Mr.  Kilman  previously held 200,000 options to purchase Common Stock of
the Company at exercise prices ranging from $9.50 to $14.73.  On March 30, 1999,
he  forfeited  all of those options, and in December 1999, he was issued 250,000
options  at  an  exercise  price  of  $30.25.

(4)     Mr.  Kilman's  salary  for 1998 includes an aggregate of $60,000 paid by
the  Company  and  $55,000  paid  by  Liraz.


                                     Page 8
<PAGE>


(5)     The  indicated  amounts reflect compensation for 1998 paid to Mr. Kilman
to pay for travel expenses to and from New York and living expenses in New York,
including  rent  for  an  apartment,  an  automobile  lease  and  miscellaneous
expenditures  related  thereto.  Liraz  has agreed to reimburse the Company at a
rate  of  $3,000  per  month  for  Mr.  Kilman's  travel  expenses.

(6)     Includes  a $100,000 performance based bonus and a bonus of $100,000 for
the  successful  completion  of  the  Template  acquisition.

(7)     Mr.  Dmiszewicki  received  options to purchase 235,000 shares of Common
Stock  at  exercise  prices  ranging  from  $7.25  to  $11.9375.

(8)     Includes  compensation  paid  to  Mr. Somech for an automobile lease and
mobile  telephone  lease.

(9)     Includes  a  $50,000  performance  based  bonus.

(10)     Mr. McKinnie received options to purchase 95,000 shares of Common Stock
at  exercise  prices  ranging  from  $9.50  to  $11.9375.

(11)     Consists  of  performance  based  bonuses  totaling  $65,000.

(12)     Ms.  Fulk received options to purchase 40,000 shares of Common Stock at
exercise  prices  ranging  from  $9.50  to  $11.9375.

     The  following  table  sets forth information regarding each grant of stock
options  to  each  of  the  named executives during fiscal 1999.  The Company is
required  to  withhold  from  the shares issued upon exercise a number of shares
sufficient  to  satisfy applicable withholding tax obligations.  The Company did
not  award  any  stock  appreciation  rights  ("SARs")  during  fiscal  1999.

<TABLE>
<CAPTION>


                                     OPTION GRANTS IN FISCAL 1999
                                         INDIVIDUAL  GRANTS
                           --------------------------------------------


                                                                   Potential Realizable Value
               Number of    Percent of                              at Assumed Annual Rates
               Securities   Total Options                            of Appreciation for
               Underlying   Granted to    Exercise                      Option Term
                Options     Employees in    Price     Expiration   ------------------------
  Name          Granted     Fiscal Year   ($/share)      Date         5% ($)       10% ($)
  ----         ---------    ----------   ----------   ---------    ---------     -----------
<S>              <C>        <C>          <C>          <C>          <C>           <C>
Arie Kilman      250,000       13.68%    $   30.25     12/15/09    $4,756,015    $12,052,677

Steven           200,000       12.86%    $    7.25     01/14/09    $  911,897    $ 2,310,926
Dmiszewicki       35,000                 $ 11.9375     11/04/09    $  262,760    $   665,886

Samuel Somech          0           0     $       0            -    $        0    $         0

Dennis McKinnie   80,000         5.2%    $    9.50     02/26/09    $  477,960    $ 1,211,244
                  15,000                 $ 11.9375     11/04/09    $  112,611    $   285,379

Renee Fulk        25,000        2.19%    $    9.50     02/26/09    $  149,362    $   378,514
                   5,000                 $   9.875     06/10/09    $   31,052    $    78,691
                  10,000                 $ 11.9375     11/04/09    $   75,074    $   190,253

--------------------------------------------------
</TABLE>


                                     Page 9
<PAGE>


     The following table sets forth information concerning the options exercised
during  fiscal  1999  and  held  at  December  31, 1999 by the named executives.
<TABLE>
<CAPTION>


                        FISCAL 1999 YEAR-END OPTION HOLDINGS AND VALUES

                                             Number of Securities              Value of Unexercised
                                            Underlying Unexercised                 In-the-Money
                                         Options at December 31, 1999    Options at December 31, 1999(1)
                                         ----------------------------     ------------------------------
                     Shares
                    Acquired
                       on       Value
  Name              Exercise  Realized   Exercisable  Unexercisable       Exercisable  Unexercisable
------------------  --------  ---------  -----------  -------------       -----------  -------------
<S>                 <C>       <C>        <C>          <C>                 <C>          <C>
Arie Kilman                0  $       0            0        250,000                 0              0
Steven Dmiszewicki         0  $       0      135,000        100,000         2,097,188      1,675,000
Samuel Somech              0  $       0      477,805              0         7,650,361              0
Dennis McKinnie            0  $       0       35,000         60,000           470,938        870,000
Renee Fulk                 0  $       0       21,250         18,750           281,875        271,875

----------------------------------------------------
</TABLE>


(1)     Calculated  by subtracting the exercise price from $24.00 per share, the
closing  price  of  the  Company's  Common Stock as reported by the Nasdaq Stock
Market  on  May 10, 2000, and multiplying the difference by the number of shares
underlying  each  option.

(2)     On  March  30,  1999,  Mr.  Kilman  voluntarily  terminated  all  of his
outstanding  options  to  purchase  200,000 shares of Common Stock with exercise
prices  of  $10.45  to  $14.73.  In December 1999, Mr. Kilman was issued 250,000
options  at  an  exercise  price  of  $30.25.

EMPLOYMENT  AGREEMENTS,  TERMINATION  OF  EMPLOYMENT  AND  CHANGE-IN-CONTROL
ARRANGEMENTS

     Under  the  employment  agreement  between  the Company and Mr. Kilman, Mr.
Kilman  will serve as Chief Executive Officer of the Company.  In February 1999,
Mr.  Kilman's  annual base salary was set at $120,000 and he was eligible for an
incentive  bonus based upon the Company achieving certain performance goals.  In
February  2000, Mr. Kilman's base salary was increased to $225,000.  In February
1999,  Mr.  Kilman  was  granted  an option to purchase 150,000 shares of Common
Stock. Twenty-five (25%) of these stock options vested on February 26, 1999, and
the remainder would have vested in three increments of twenty-five (25%) percent
each  over  the  next  three  years.  On  March 30, 1999, Mr. Kilman voluntarily
terminated  all  of his outstanding options to purchase 200,000 shares of Common
Stock  at  exercise  prices ranging from $10.45 to $14.73. In December 1999, Mr.
Kilman  was  issued  250,000  options  at  an  exercise  price of $30.25. If Mr.
Kilman's  employment by the Company is terminated for any reason, Mr. Kilman has
agreed that, for one year after such termination and except for his services for
Liraz,  he  will  not  engage  in  any business that competes with the Company's
business  at  the  time  of  the  termination.

     Under  the  employment  agreement  between  the Company and Mr. Somech, the
Company  pays  Mr.  Somech  (a) an annual base salary of $150,000, (b) an annual
increase  in base salary as determined by the Board of Directors of the Company,
in  its discretion, (c) a performance bonus determined by the Board of Directors
of  the Company and (d) a car and telephone allowance of $2,000 a month.  If Mr.
Somech's  employment  is  terminated  for  any reason (other than by the Company
without cause), Mr. Somech has agreed that, for one year after such termination,


                                    Page 10
<PAGE>


he  will  not  directly  or  indirectly  (i)  compete with Level 8 Technologies'
consulting  services  in  the  United  States regarding middleware, messaging or
fault-tolerant  transaction  processing,  (ii)  engage  or  participate  in  any
business that provides consulting services within the United States with respect
to middleware, messaging or fault-tolerant transaction processing, (iii) solicit
or  divert  business  from  Level  8  Technologies  or  assist  any  business in
attempting to do so, (iv) cause any business to refrain from doing business with
Level  8  Technologies  or (v) solicit or hire any person who was an employee of
Level  8  Technologies during the term of his employment agreement or assist any
business  in  attempting  to  do  so.  On  February 26, 1999, Mr. Somech and the
Company  entered  into an amendment to his employment agreement that permits Mr.
Somech  to  retire from the Company at any time during his employment upon three
months  notice  to  the  Company.  Upon  his retirement, Mr. Somech will receive
retirement  benefits  of  $20,000  per  month  for a period of two years and his
health  care  benefits  will  continue  during  this  time  or  until he obtains
alternative health care coverage, whichever is sooner.  During his first year of
retirement,  Mr.  Somech  has  agreed  to  make  himself available to assist the
Company  and  its  employees  on  transition  matters.

     Mr.  Dmiszewicki was elected to serve as the Chief Operating Officer of the
Company on January 27, 1999 and as President in June 1999.  Under the employment
arrangement  between  the  Company  and Steven Dmiszewicki effective December 4,
1998, the Company will pay to Mr. Dmiszewicki an annual base salary of $200,000.
His  base  salary was increased to $225,000 in February 2000. In addition, he is
eligible  to  participate in an incentive bonus program based upon the Company's
attainment  of  certain  performance  goals.  During  the  first  year  of  his
employment,  Mr.  Dmiszewicki  had  a bonus potential of up to $200,000.  In the
event  of termination of Mr. Dmiszewicki's employment, other than voluntarily or
for  cause,  his  base  salary  will  be  continued for twelve (12) months.  Mr.
Dmiszewicki  was  also  granted two stock options to purchase 200,000 and 35,000
shares  of  Common  Stock, respectively.  Twenty-five (25%) of this stock option
vested  on December 4, 1998 and the remainder vests in increments of twenty-five
(25%)  percent  over  the  next three years. In November 1999, he was granted an
option  to  purchase  35,000  shares  of  Common  Stock  all  of  which  vested
immediately.  He is eligible, at the discretion of the Compensation Committee of
the  Board  of  Directors,  to  receive  additional  options  from time to time.

SECTION  162(M)  OF  THE  INTERNAL  REVENUE  CODE

     It  is  the responsibility of the Committee to address the issues raised by
Section  162(m)  of  the  Internal  Revenue  Code,  as amended (the "Code"). The
revisions  to  this Code section made certain non-performance based compensation
in  excess of $1,000,000 to executives of public companies non-deductible to the
companies  beginning  in  1994.  The Committee has reviewed these issues and has
determined  that no portion of compensation payable to any executive officer for
fiscal  1999 is non-deductible. The Company's 1995 Stock Incentive Plan and 1997
Stock  Option  Plan  limit  to  200,000 and 200,000, respectively, the number of
options  or  shares that may be awarded to any individual in a single year under
these  plans.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

     Section  16(a)  of  the  Securities  Exchange  Act of 1934, as amended (the
"Exchange  Act"),  and  regulations  of  the  Securities and Exchange Commission
thereunder  require  the  Company's directors and executive officers and persons
who  own  more  than  10%  of  the  Company's  Common  Stock, as well as certain


                                    Page 11
<PAGE>


affiliates  of  such  persons, to file initial reports of their ownership of the
Company's  Common Stock and subsequent reports of changes in such ownership with
the  Securities  and  Exchange  Commission.  Directors,  executive  officers and
persons  owning  more  than  10%  of  the Company's Common Stock are required by
Securities  and  Exchange  Commission  regulations  to  furnish the Company with
copies  of  all  Section 16(a) reports they file.  Based solely on its review of
the  copies  of  such reports received by it and written representations that no
other  reports  were  required  for  those persons, management believes that the
Company's  directors,  executive officers and owners of more than 10% of the its
Common  Stock  complied  with  all filing requirements in a timely manner during
fiscal 1999, except that Liraz has not filed reports under Section 16 reflecting
its purchase of Series A 4% Convertible Redeemable Preferred Stock or the shares
granted  in  exchange for Liraz's guaranty of borrowings under the Company's $10
million  term  loan.  See  "Certain  Relations  and  Related Party Transactions"
below.  The  outside  directors of the Company also failed to timely file Form 4
reports  evidencing the stock option grants due to the automatic nature of these
grants  when  the  Outside  Directors  Stock  Incentive Plan was approved by the
Company's  stockholders.

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following  table  sets  forth certain information as of March 31, 2000
with  respect  to beneficial ownership of shares by (i) each person known to the
Company  to  be  the  beneficial owner of more than 5% of the outstanding Common
Stock, (ii) each of the Company's directors, (iii) the executive officers of the
Company  named  in  the  Summary Compensation Table (the "named executives") and
(iv)  all  directors  and  executive  officers  of  the  Company  as  a  group.

     Stock  ownership information has been furnished to the Company by the named
person.  Beneficial  ownership  as  reported  in  this section was determined in
accordance  with  Securities  and  Exchange  Commission regulations and includes
shares  as  to  which a person possesses sole or shared voting and/or investment
power  and  shares  that  may  be  acquired  on or before July 10, 2000 upon the
exercise  of  stock options.  Except as otherwise stated in the footnotes below,
the  named  persons  have  sole  voting  and investment power with regard to the
shares  shown  as  beneficially  owned  by  such  persons.


                                    Page 12
<PAGE>


<TABLE>
<CAPTION>


                                                        COMMON STOCK
                                                        ------------
NAME OF BENEFICIAL OWNER                       NO. OF SHARES   PERCENT OF CLASS
---------------------------------------------  --------------  -----------------
<S>                                            <C>             <C>
Liraz Systems Ltd. ("Liraz")(1)                  5,743,120(2)             42.97%

Welsh, Carson, Anderson & Stowe ("WCAS")(3)      1,250,000(4)              9.35%

Brown Simpson Strategic Growth Fund, Ltd. (5)      455,000(6)              3.40%

Brown Simpson Strategic Growth Fund, L.P. (7)      245,000(8)              1.83%

Seneca Capital Advisors, LLC(9)                 1,729,000(10)             12.94%

Arie Kilman(11)                                      255,000               1.90%

Samuel Somech(12)                                    461,138               3.58%

Theodore Fine(13)                                    121,902                  *

Lenny Recanati(14)                                         0                  *

Michel Berty(15)                                      16,000                  *

Robert M. Brill(16)                                   90,198                  *

Steven Dmiszewicki                                135,000(17)              1.01%

Dennis McKinnie                                    35,000(18)                 *

Renee Fulk                                         21,500(19)                 *

All current directors and executive
officers as a group (9 persons) (20)               1,152,155               8.62%

------------------------------------------------------------
</TABLE>



*     Represents  less  than  one  percent  of  the  outstanding  shares.

(1)     The  address  of  Liraz  is  5  Hazoref  Street,  Holon  58856  Israel.
(2)     Includes  821,257  shares that Liraz may be deemed to share voting power
and  dispositive power of common stock with Liraz Export (1990) Ltd., an Israeli
corporation  and  a  wholly-owned  subsidiary  of  Liraz  and  2,000,000 shares,
one-half  of  which  are  shares of common stock issuable upon the conversion of
Series  A 4% Convertible  Redeemable Preferred Stock that Liraz may be deemed to
share  voting  and  dispositive power with Advanced Systems Europe B.V., a Dutch
corporation  and  a  wholly-owned  subsidiary  of  Liraz.  Mr.  Arie Kilman is a
shareholder  of Liraz. We have been advised that, as of May 11, 2000, Mr. Kilman
owned  1,183,170  ordinary shares of Liraz, which was approximately 19.4% of the
ordinary  shares  of  Liraz.  Mr.  Kilman may, by reason of his ownership in and
relationship  with  Liraz, be deemed to share voting power and dispositive power
with  respect  to  the  shares  beneficially owned by Liraz and therefore may be
deemed  to  be  the  beneficial  owner  of  such  shares.


                                    Page 13
<PAGE>


IDB  Holding  Corporation  Ltd.  ("IDB  Holding")  owns approximately 71% of the
outstanding shares of IDB Development Corporation Ltd. ("IDB Development").  IDB
Development,  in  turn,  owns  approximately  71.7%  of the outstanding Discount
Investment  Corporation  Ltd.  ("DIC")  common  stock  which  owns  all  of  the
outstanding capital stock of PEC Israel Electric Corporation ("EOC").  By reason
of  the IDB Holdings ownership of IDB Development voting securities, IDB Holding
may  be  deemed  to  be  the beneficial owner of PEC common stock and DIC common
stock held by IDB Development. By reason of their positions with, and control of
voting  securities  of,  IDB Holding, Mr. Oudi Recanati of Tel Aviv, Israel, and
Mr.  Leon  Recanati  of  Tel  Aviv, Israel and Judith Yovel Recanati of Herzlya,
Israel,  Mrs.  Elaine  Recanati, may be each deemed to share the power to direct
the voting and disposition of the outstanding shares of PEC common stock and DIC
common  stock  owned by IDB Development and may each, under existing regulations
of the Securities and Exchange Commission therefore be deemed a beneficial owner
of  the  shares.  Mrs. Elaine Recanati is the aunt of Mr. Leon Recanati and Mrs.
Judith Yovel Rcanati, who are brother and sister, and of Mr. Oudi Recdanati, who
is  the  cousin  of Mr. Leon Recanati and Judith Yovel Recanati.  Companies that
the  Recanati  family control hold approximately 51.6% of the outstanding shares
of  IDB  Holding.

Excludes  1,250,000  shares  of Common Stock held by Welsh, Carson, Anderson and
Stowe  VI,  L.P.  ("WCAS  VI") and certain parties affiliated or associated with
WCAS  VI  (collectively, the "WCAS Parties"), which Liraz and the Company may be
deemed  to  share  voting power and/or investment power pursuant to an agreement
between  the  Company  and  the  WCAS  Parties  dated  November  23,  1998.

(3)     The  address  of WCAS is 320 Park Avenue, Suite 2500, New York, New York
10022.

(4)     Includes  944,844  shares of Common Stock, and 236,209 additional shares
of  Common  Stock issuable upon the exercise of warrants held by WCAS VI; 11,290
shares  of  Common  Stock,  and 2,823 additional shares of Common Stock issuable
upon  the  exercise  of warrants held by WCAS Information Partners II, L.P.; 806
shares  of Common Stock, and 202 additional shares of Common Stock issuable upon
the  exercise  of  warrants  held  by  Trust U/A dated November 26, 1984 for the
Benefit  of Eric Welsh; 806 shares of Common Stock, and 202 additional shares of
Common  Stock  issuable  upon  the  exercise of warrants held by Trust U/A dated
November  26, 1984 for the benefit of Randall Welsh; 806 shares of Common Stock,
and 202 additional shares of Common Stock issuable upon the exercise of warrants
held  by  Trust  U/A  dated November 26, 1984 for the benefit of Jennifer Welsh;
1,613 shares of Common Stock, and 403 additional shares of Common Stock issuable
upon  the  exercise  of  warrants held by Reboul, MacMurray, Hewitt, Maynard and
Kristol;  and  39,835  shares  of  Common  Stock, and 9,959 additional shares of
Common  Stock issuable upon the exercise of warrants held by general partners of
WCAS.  WCAS  is  general  partner of each of the foregoing limited partnerships.
The  principals  of WCAS are Bruce K. Anderson, Russell L. Carson, Anthony J. de
Nicola,  James  B.  Hoover,  Thomas E. McInerney, Robert A. Minicucci, Andrew M.
Paul,  Richard  A.  Stowe,  Laura  Van  Buren  and  Patrick  J.  Welsh.

(5)     The  address  of Brown Simpson Strategic Growth Fund, Ltd. is Citco Fund
Services,  Corporation  Center, West Bay Road, P.O. Box 31106, SMB Grand Cayman,
Cayman  Islands.

(6)     Represents  shares  issuable  upon conversion of Series A 4% Convertible
Redeemable  Preferred  Stock  and  exercise  of warrants at an exercise price of
$10.00  per  share,  pursuant  to the terms of the Certificate of Designation of
Rights,  Preferences  and  Limitations of the Series A 4% Convertible Redeemable
Preferred  Stock  and  the  warrants.

(7)     The  address  of  Brown  Simpson Strategic Growth Fund, L.P. is 152 West
57th  Street,  40th  Floor,  New  York,  New  York  10019.

(8)     Represents  shares  issuable  upon conversion of Series A 4% Convertible
Redeemable  Preferred  Stock  and  exercise  of warrants at an exercise price of
$10.00  per  share,  pursuant  to the terms of the Certificate of Designation of
Rights,  Preferences  and Limitations of the Series A Convertible and Redeemable
Preferred  Stock  and  the  warrants.

(9)     The  address  of  Seneca  Capital Advisors, LLC is 830 Third Avenue, 4th
Floor,  New  York,  New  York  10022.


                                    Page 14
<PAGE>


(10)     Represents  shares  issuable upon conversion of Series A 4% Convertible
Redeemable  Preferred  Stock  and  exercise  of warrants at an exercise price of
$10.00  per  share,  pursuant  to the terms of the Certificate of Designation of
Rights,  Preferences  and  Limitations of the Series A 4% Convertible Redeemable
Preferred  Stock  and  the  warrants.

(11)     Excludes  shares owned by Liraz, which may be deemed beneficially owned
by Mr. Kilman as a result of his position as a shareholder of Liraz and owner of
approximately  19.4%  of  Liraz.  On  March  30,  1999,  Mr.  Kilman voluntarily
terminated  all  of  his  outstanding  options exercisable for 200,000 shares of
common  stock.  He was granted 250,000 shares at an exercise price of $30.25 per
share.

(12)     Includes  477,805  shares  subject  to stock options exercisable within
sixty  (60)  days.

(13)     Includes  107,902  shares  subject  to stock options exercisable within
sixty (60) days; excludes 14,000 shares subject to stock options not exercisable
within  sixty  (60)  days.

(14)     Excludes  5,743 shares owned by Liraz, which may be deemed beneficially
owned  by  Mr.  Recanati  as a result of his position as an executive officer of
Discount Investment Corporation Ltd. ("DIC"), which owns approximately 20.75% of
Liraz.

(15)     Includes 4,000 shares subject to stock options exercisable within sixty
(60)  days;  excludes  14,000  shares  subject  to stock options not exercisable
within  sixty  (60)  days.

(16)     Includes  77,557  shares of Common Stock that are held by Poly Ventures
II, L.P., which may be deemed beneficially owned by Dr. Brill as a result of his
position as a General Partner of Poly Ventures II, L.P. and 4,000 shares subject
to  stock  options  exercisable  within  sixty  (60) days; excludes 8,000 shares
subject to stock options not exercisable within sixty (60) days.  Includes 8,621
shares  of  Common  Stock  issued  to  Poly Ventures II, L.P. in connection with
the  exchange of a note issued in  connection  with  the  purchase  of  Momentum
Software  Corporation.

(17)     Includes  135,000  shares  subject  to stock options exercisable within
sixty  (60)  days;  excludes  stock options to purchase 100,000 shares of Common
Stock  not  exercisable  within  sixty  (60)  days.

(18)     Includes  35,000  shares  subject  to  stock options exercisable within
sixty  (60)  days;  excludes  stock  options to purchase 45,000 shares of Common
Stock  not  exercisable  within  sixty  (60)  days.

(19)     Includes  21,250  shares  subject  to  stock options exercisable within
sixty  (60)  days;  excludes  stock  options to purchase 18,750 shares of Common
Stock  not  exercisable  within  sixty  (60)  days.

(20)     Excludes  shares  owned  by  Liraz  as described in Note 8 and includes
1,147,704  shares  issuable  upon  exercise of options and warrants described in
Notes  11  through  16.

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

BORROWINGS  AND  COMMITMENTS  FROM  LIRAZ

     Under  an  agreement  between Liraz and the Company dated December 31, 1998
(the  "Liraz  Agreement"),  Liraz  made a $12 million loan to the Company, which
bears  simple interest at a rate of 12% a year and matures on June 30, 2000.  On
May  31,  1999, the Liraz Agreement was amended to change the maturity date from
June  30,  2000  to  December  15,  2000, and to provide for semiannual interest
payments  rather  than  payment  of interest at maturity.  No other terms of the
loan  were  amended.  The Company used part of the proceeds from the issuance of
the  Series  A  4%  Convertible Redeemable Preferred Stock to make an $8 million
payment  to  Liraz  to  pay  down the balance of the loan.  Liraz had previously
committed  to  provide  the  Company  with up to $7.5 million of working capital
payable  upon  the  earlier of March 31, 2001 or the successful completion of an
earlier  financing  providing more than $7.5 million in proceeds to the Company.


                                    Page 15
<PAGE>


As  a  result  of  raising more than $7.5 million from the issuance of preferred
stock  and warrants in June 1999, the Liraz commitment terminated.  At March 31,
2000,  the  Company's  total  indebtedness  to  Liraz  was  $4,519,000.

TEMPLATE  SOFTWARE,  INC.  ACQUISITION

     In December 1999, the Company acquired Template Software, Inc. ("Template")
for  approximately $64 million in cash and stock.  The Company's management team
identified Template as a provider of technologies that enables the Company to be
one  of  the first to market with a comprehensive product portfolio representing
the  next  generation  of  EAI solutions for eBusiness.  As part of the Template
transaction,  the Company obtained an additional $10 million in financing in the
form  of  a  17  month  term  loan.  The  financing was guaranteed by Liraz, the
Company's  principal  stockholder,  in return for 60,000 shares of the Company's
common stock.  The number of shares of common stock provided in exchange for the
guarantee,  was  determined  by  the  independent  directors  of  the Company in
consultation with an  outside appraisal firm and based  upon  market  conditions
and  the  Company's  anticipated  financing  needs  at  closing.  The commitment
provides  for  an interest rate equal to the London Interbank Offered Rate  plus
1%  annually.

JOINT  DEVELOPMENT  ARRANGEMENT  WITH  LIRAZ

     The Company and Liraz previously had an agreement for the joint development
of  certain  software  for a Microsoft contract.  Under the agreement, Liraz and
the  Company  were  each  to pay 50% of the total project development costs.  In
exchange  for  providing  50%  of  such  costs, Liraz was previously entitled to
receive royalties of 30% of the first $2 million in contract revenue, 20% of the
next $1 million, and 8% thereafter.  On April 1, 1998, the agreement was amended
to provide that the Company would reimburse Liraz's costs of development of $1.5
million  and  would pay Liraz royalties of 3% of program revenues generated from
January  1,  1998  until  December  31, 2000.  The $1.5 million reimbursement is
being  amortized  over the term of the revised royalty agreement and was paid to
Liraz  by the delivery of an 8% note payable in three installments in 1998, 1999
and  2000.  Additional  royalties of $.13 million were paid to Liraz in 1999 for
1998  sales.

     See  "- Security Ownership of Certain Beneficial Owners and Management" for
a description of the relationships among Liraz and Messrs.  Kilman and Recanati,
directors  of  the  Company.

ADVANCED  SYSTEMS  EUROPE  B.V.  AND  LIRAZ

     June  29,  1999,  the  Company completed a $21 million private placement of
21,000 shares of Series A 4% Convertible Redeemable Preferred Stock, convertible
into  an aggregate of 2.1 million shares of common stock of the Company. Holders
of the Series A Preferred Stock are entitled to receive 4% annual cash dividends
payable  quarterly and will have one vote per share of Series A Preferred Stock,
voting  together  with  the  common  stock and not as a separate class except on
certain  matters  adversely  affecting  the  rights  of  holders of the Series A
Preferred  Stock.  The Series A Preferred Stock may be redeemed at the option of
the  Company  at  a redemption price equal to the original purchase price at any
time after June 29, 2000 if the closing price of the Company's common stock over
20 consecutive trading days is greater than $20 per share.  The conversion price
of  the Series A Preferred Stock is subject to certain anti-dilution provisions,
including  adjustments  in the event of certain sales of common stock at a price


                                    Page 16
<PAGE>


of  less  than $10 per share.  In the event the Company breaches its obligations
to  pay  dividends  when  due  or  issue  common  stock  upon conversion, or the
Company's  common stock is delisted, the dividend rate on the Series A Preferred
Stock  would  increase  to  18% per annum (partially payable in shares of common
stock  at  the  option of the Company during the first 60 days of such increased
dividend  rate).  As  part of the $21 million financing, the Company also issued
the  investors  warrants  to  purchase  2.1 million shares of common stock at an
exercise price of $10 per share, subject to adjustment.  As long as the Series A
Preferred  Stock  is  outstanding,  the  Company  may not purchase shares of its
common  stock  or  make distributions on its common stock without the consent of
the  holders of 85% of the outstanding Series A Preferred Stock. The Company has
agreed  to  register  the  common stock issuable upon conversion of the Series A
Preferred Stock and exercise of the warrants for resale under the Securities Act
of  1933.  The  Company  is required to make certain payments in the event it is
unable  to  meet its obligations in connection with the Series A Preferred Stock
and  warrants,  such  as  registration  under  the Securities Act or issuance of
shares of common stock upon conversion or exercise.  The aggregate amount of all
such  payments,  together  with  dividends  on  the Series A Preferred Stock, is
limited  to  19%  of  the  liquidation  value  of  the Series A Preferred Stock.
Investors  in the Series A Preferred Stock and warrants include Advanced Systems
Europe  B.V. Advanced Systems Europe purchased $10 million of Series A Preferred
Stock  and  warrants  in  the  transaction and is a subsidiary of Liraz Systems,
Ltd.,  the  Company's  principal  stockholder.

                                    Page 17
<PAGE>

                                   SIGNATURES

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


                              LEVEL  8  SYSTEMS,  INC.
Date:  May  15,  2000

                              By:  /s/  Dennis  McKinnie
                                   ---------------------
                              Dennis  McKinnie
                              Senior  Vice  President,  Chief  Legal  and
                              Administrative  Officer  and  Corporate  Secretary


                                    Page 18
<PAGE>