content: <PAGE>
  
        As filed with the Securities and Exchange Commission on May 16, 2003
                                                        Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                IONA TECHNOLOGIES PLC
               (Exact Name of Registrant as specified in its charter)
  
              IRELAND                                      04-3363877
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                                  THE IONA BUILDING
                            SHELBOURNE ROAD, BALLSBRIDGE
                                  DUBLIN 4, IRELAND
                                (011) 353-1-637-2000
                 (Address of Principal Executive Offices) (Zip Code)
  
                     ------------------------------------------
  
                          1997 DIRECTOR SHARE OPTION SCHEME
                          1999 EMPLOYEE SHARE PURCHASE PLAN
                              (Full title of the plan)
  
                     ------------------------------------------
  
                              SUSAN H. ALEXANDER, ESQ.
                             C/O IONA TECHNOLOGIES, INC.
                                   200 WEST STREET
                            WALTHAM, MASSACHUSETTS 02451
                 (Name and Address of Agent for Service of Process)
  
                                   (781) 902-8000
            (Telephone Number, Including Area Code, of Agent For Service)
  
                     ------------------------------------------
  
                                      Copy to:
                                John A. Meltaus, Esq.
                              Mark T. Bettencourt, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
  ================================================================================
  
  
  <PAGE>
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  
  
  <TABLE>
  <CAPTION>
                                                                                            Proposed
                                                                    Proposed Maximum        Maximum
  Title of Securities                            Amount to be      Offering Price Per      Aggregate           Amount of
  to be Registered                                Registered              Share          Offering Price    Registration Fee
  ----------------                                ----------              -----          --------------    ----------------
  <S>                                            <C>               <C>                   <C>               <C>
  1997 DIRECTOR SHARE OPTION SCHEME                  250,000              $1.60  (1)        $400,000            $32.36
  Ordinary Shares (par value E0.0025 per
  share)
  
  1999 EMPLOYEE SHARE PURCHASE PLAN                  500,000  (2)         $1.60  (1)        $800,000            $64.72
  Ordinary Shares (par value E0.0025 per
  share)
  -------------------------------------------------------------------------------------------------------------------------
  TOTAL:                                                                                   $1,200,000           $97.08
  -------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)The price of $1.60 per share, which is the average of the high and low prices
  for the American Depositary Receipts evidencing American Depositary Shares
  representing the Registrant's Ordinary Shares, as reported on the Nasdaq
  National Market on May 12, 2003, is set forth solely for purposes of calculating
  the filing fee pursuant to Rule 457(c) and (h).
  
  (2)Includes up to 139,916 shares that may be reoffered and resold by
  non-affiliates of the Registrant.
  
  This Registration Statement registers additional securities of the same class as
  other securities for which a Registration Statement on Form S-8 (No. 333-06850),
  relating to the 1997 Director Share Option Scheme, and a Registration Statement
  on Form S-8 (No. 333-11384), relating to the 1999 Employee Stock Purchase Plan,
  as filed with the Securities and Exchange Commission on April 29, 1997 and
  January 21, 2000, respectively, are effective. Pursuant to General Instruction E
  on Form S-8, the contents of the above listed Registration Statements are hereby
  incorporated by reference herein.
  
  
  <PAGE>
                                  EXPLANATORY NOTE
  
        This Registration Statement has been prepared in accordance with the
  requirements of Form S-8 and registers our Ordinary Shares reserved for issuance
  upon exercise of options granted or available for grant pursuant to our 1997
  Director Share Option Scheme and reserved for issuance pursuant to our 1999
  Employee Stock Purchase Plan. In accordance with the requirements of Form S-8,
  this Registration Statement also includes a Prospectus which relates to the
  reoffer and resale by selling shareholders of Ordinary Shares covered by the
  Prospectus. Unless otherwise provided herein or required by the context,
  references to "we", "us", "IONA" or the "Company" in this registration statement
  shall mean IONA Technologies PLC and its world-wide subsidiaries, collectively.
  
  <PAGE>
  
  PROSPECTUS
  
                                IONA TECHNOLOGIES PLC
  
                              ------------------------
  
                         139,916 AMERICAN DEPOSITARY SHARES
  
                                    REPRESENTING
  
                               139,916 ORDINARY SHARES
  
                              ------------------------
  
        This prospectus relates to the reoffer and resale of 139,916 American
  Depositary Shares (ADSs), representing 139,916 ordinary shares of IONA
  Technologies PLC, each E0.0025 par value per share. All of the ADSs are being
  offered for sale by selling shareholders. We will not receive any proceeds from
  the sale of ADSs by any of the selling shareholders. Our ADSs, evidenced by
  American Depositary Receipts (ADRs), are quoted on the Nasdaq National Market
  under the symbol "IONA." Each ADR evidences one ADS. Each ADS represents one
  ordinary share. Our ordinary shares are listed as a secondary listing on the
  Official List of the Irish Stock Exchange Limited under the symbol "IOP."
  
        INVESTING IN OUR ADSS INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2.
  
        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
  PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
  
                              ------------------------
  
        No person has been authorized to give any information or to make any
  representation other than those contained in this prospectus in connection with
  the offering made hereby, and if given or made, such information or
  representation must not be relied upon as having been authorized by us or by any
  other person. Neither the delivery of this prospectus nor any sale made
  hereunder shall, under any circumstances, create any implication that
  information herein is correct as of any time subsequent to the date hereof. This
  prospectus does not constitute an offer to sell or a solicitation of any offer
  to buy any security other than the securities covered by this prospectus, nor
  does it constitute an offer to or solicitation of any person in any jurisdiction
  in which such offer or solicitation may not be lawfully made.
  
                               -----------------------
  
                    The date of this prospectus is May 16, 2003.
  
  <PAGE>
                                IONA TECHNOLOGIES PLC
  
        We are in the integration software business. We make software work
  together so our customers can make better decisions, run their businesses more
  efficiently and improve their business results. Our Rapid Integration software
  products enable our customers to build, maintain and scale their disparate
  computing environments while preserving and extending existing information
  technology investments. We also offer professional services, including ongoing
  customer support and maintenance as well as high-level application design
  consultation, education and product implementation.
  
        Our corporate headquarters are located at The IONA Building, Shelbourne
  Road, Dublin 4, Ireland. Our telephone number at that location is + 353 (1)
  637-2000.
  
        Our ordinary shares are listed as a secondary listing on the Official List
  of the Irish Stock Exchange. The high and low sales prices of our ordinary
  shares on the Irish Stock Exchange in April 2003 were E2.05 and E1.21,
  respectively. Our ADSs evidenced by ADRs are quoted on the Nasdaq National
  Market. The high and low sales prices of our ADSs on the Nasdaq National Market
  in April 2003 were $2.20 and $1.25, respectively.
  
        Unless otherwise provided herein or required by the context, references to
  "we", "us" or "IONA" in this prospectus shall mean IONA Technologies PLC and its
  world-wide subsidiaries, collectively.
  
  
                                         1
  <PAGE>
                                    RISK FACTORS
  
        An investment in our shares involves a high degree of risk. You should
  carefully consider the risks described below and in the documents referred to,
  and incorporated by reference in, this prospectus before deciding to invest in
  our shares. If any of the following risks actually occurs, our business,
  financial condition or results of operations could be materially and adversely
  affected. In such case, the price of our ADSs could decline and you could lose
  all or part of your investments.
  
        This prospectus also contains forward-looking statements that involve
  risks and uncertainties. Our actual results could differ materially from those
  anticipated in these forward-looking statements as a result of certain factors,
  including the risks faced by us described below and elsewhere in this
  prospectus. See "Forward Looking Statements."
  
                       RISK FACTORS RELATING TO OUR OPERATIONS
  
  A FURTHER DECLINE IN INFORMATION TECHNOLOGY SPENDING MAY RESULT IN A DECREASE IN
  OUR REVENUES OR LOWER GROWTH RATES.
  
        The slowdown in global economies has negatively affected the level of
  spending of our customers on information technology (IT) solutions. We cannot
  predict if or when the growth rate of worldwide economies will rebound, or when
  or if demand for IT solutions will increase. A further decline or lack of growth
  in the demand for IT solutions may result in decreased revenues or lower growth
  rates because our sales depend in part on our customers' level of funding for
  new or additional IT systems or services. Continuation of the current economic
  downturn may cause our customers to reduce or eliminate IT spending, which would
  substantially reduce the number of new software licenses we sell. An economic
  downturn may also cause price erosion for our products, which would reduce the
  average sales price for these licenses.
  
        In addition, actual or threatened terrorist attacks in the United States,
  related military actions and events or effects occurring in response to those
  developments may reduce the amount or delay the timing of capital expenditures
  by corporations for IT. Accordingly, we cannot be assured that we will be able
  to increase or maintain our revenues.
  
  OUR LENGTHY AND VARIABLE SALES CYCLE MAKES IT DIFFICULT TO PREDICT OUR OPERATING
  RESULTS.
  
        It is difficult to forecast the timing and recognition of our revenues
  because our prospective customers often dedicate a significant amount of time to
  evaluating our products before licensing them. The period between initial
  customer contact and purchase by a customer may extend twelve months or more.
  During the evaluation process, prospective customers may decide not to purchase
  or may scale down proposed orders of our products for various reasons including:
  
        -     reduced demand for our products or for integration software
              generally;
  
        -     introduction of products by our competitors;
  
        -     lower prices offered by our competitors;
  
        -     changes in budgets and purchasing priorities; and
  
        -     changes by prospective customers in their approach with respect to
              the integration of enterprise applications.
  
  WE MAY EXPERIENCE FLUCTUATIONS IN QUARTERLY REVENUE THAT COULD ADVERSELY IMPACT
  OUR OPERATING RESULTS.
  
        Our revenues and operating results are difficult to predict and may
  fluctuate significantly from quarter to quarter. Historically, our product
  revenue in the first quarter of each year has declined from the fourth quarter
  of the prior year. Revenue in any quarter depends substantially upon our ability
  to sign contracts and our ability to
  
                                         2
  <PAGE>
  
  recognize revenues in that quarter in accordance with revenue recognition
  policies. Therefore, you should not rely on period to period comparisons of
  revenues or results of operations as an indication of future performance. If our
  quarterly revenues or operating results fall below expectations of investors or
  securities analysts, the price of our ordinary shares and ADSs could fall
  substantially.
  
        Our quarterly revenues may fluctuate as a result of a variety of factors,
  including the following:
  
        -     a significant number of our prospective customers decide whether to
              enter into license agreements with us within the last month of each
              quarter;
  
        -     the size of transactions can vary significantly;
  
        -     the demand for our products may change;
  
        -     customers may unexpectedly postpone orders due to changes in their
              strategic priorities, project objectives, budget or personnel;
  
        -     customer evaluations and purchasing processes vary significantly
              from company to company, and a customer's internal approval and
              expenditure authorization process can be difficult and time
              consuming to complete, even after selection of a vendor;
  
        -     the number, timing and significance of product enhancements and new
              product announcements by us and our competitors may affect purchase
              decisions; and
  
        -     we may have to defer revenues under our revenue recognition
              policies.
  
        Fluctuations in our quarterly revenues may adversely affect our operating
  results. In each fiscal quarter our expense levels, operating costs and hiring
  plans are based on projections of future revenues and are relatively fixed. If
  our actual revenues fall below expectations, we could experience a reduction in
  operating results.
  
  WE RECENTLY MADE SIGNIFICANT CHANGES TO OUR SENIOR MANAGEMENT TEAM.
  
        Our future success depends to a significant extent on the effective
  working relationships and management of our senior management team. On May 15,
  2003, Dr. Christopher J. Horn reassumed the position of chief executive officer
  of IONA. At that time, we announced the resignation of three executive officers.
  Other managers have also left IONA recently. The disruption caused by these
  changes, the failure of our management team to develop effective working
  relationships or their failure to effectively manage our business could have a
  material adverse effect on our business, results of operations and financial
  condition. In addition, if we are unable to successfully integrate recent
  additions or hire future additions to the team, our business, results of
  operations and financial condition will suffer.
  
  WE HAVE EXPERIENCED SIGNIFICANT VARIATIONS IN PROFITABILITY AND ANTICIPATE THAT
  WE WILL CONTINUE TO DO SO IN THE FUTURE.
  
        Our levels of profitability have varied significantly on a quarterly and
  annual basis. These variations were attributable to fluctuations in revenue and
  costs, including costs associated with the development and introduction of new
  products and services, charges associated with acquisitions, and certain
  nonrecurring expenses attributable to the settlement of litigation,
  restructuring and impairment of goodwill, indefinite lived intangible assets and
  other non-current assets. There can be no certainty that we will not experience
  similar variations in profitability in future periods for these or other
  factors, and any such variation could have a significant impact on the market
  value of our ordinary shares and ADSs.
  
  IF WE ARE UNABLE TO SUCCESSFULLY IMPLEMENT AND MANAGE COST REDUCTION MEASURES,
  OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION WILL BE ADVERSELY
  IMPACTED.
  
        We are implementing additional measures to reduce our expenses, including
  a reduction in our workforce. Our operations may be disrupted during
  implementation and any disruption could have a material adverse effect on our
  
  
                                         3
  <PAGE>
  
  business and results of operations. In addition, we may not be fully able to
  align our cost structure with the demand for our products. If we do not
  successfully and appropriately reduce expenses, our business, results of
  operations and financial condition will be materially and adversely affected.
  
  OUR FUTURE REVENUE DEPENDS UPON THE EVOLUTION AND ADOPTION OF WEB SERVICES AND
  RELATED INTEGRATION SOLUTIONS.
  
        We believe that there is an emerging demand for Web services and related
  integration solutions. Therefore, we have invested significant amounts in
  developing and introducing products to meet the development, deployment and
  integration requirements of enterprises implementing Web services. If the market
  for Web services infrastructure solutions does not evolve as we anticipate or
  fails to grow as quickly as we expect, we may be unable to implement our
  strategy or achieve the growth rate that we target.
  
        The acceptance of our recently launched Rapid Integration software also
  depends upon the development and proliferation of Web services standards for
  application integration. If these standards do not continue to develop or gain
  widespread acceptance, the demand for our products and services may not
  materialize. Consequently, our business prospects and financial condition would
  suffer.
  
  IF WE FAIL TO KEEP PACE WITH RAPIDLY EVOLVING TECHNOLOGY AND CHANGING CUSTOMER
  NEEDS, OUR BUSINESS WILL SUFFER.
  
        The market for enterprise infrastructure software is characterized by
  rapidly changing technology, evolving industry standards and changing customer
  needs. Therefore, our success will depend upon our ability to enhance our
  existing products and to introduce and market new products to meet changing
  customer requirements on a timely and cost-effective basis. If we experience
  delays in the introduction of new or enhanced products, or if we are unable to
  anticipate or respond adequately to these changes, our products could be
  rendered obsolete and our business could be materially harmed.
  
  POTENTIAL DEFECTS IN OUR PRODUCTS OR OUR FAILURE TO PROVIDE SERVICES FOR OUR
  CUSTOMERS COULD CAUSE OUR SALES TO DECREASE, CAUSE US TO LOSE CUSTOMERS AND
  DAMAGE OUR REPUTATION.
  
        The products that we offer include newly-launched products with a short
  track record. These products may contain defects that may be detected at any
  point in the product's life cycle. We have in the past discovered errors in
  certain of our product enhancements and new products and have experienced delays
  in generating revenue while correcting these errors. Our products are often used
  in combination with products of other vendors. As a result, it may be difficult
  to identify the source of any problem. If defects occur, we could experience,
  among other things:
  
        -     loss of customers;
  
        -     injury to our reputation;
  
        -     loss or delay of market acceptance or sales;
  
        -     increased service or warranty costs; or
  
        -     legal action by our customers.
  
        In addition, we may not be able to avoid or limit liability for disputes
  relating to product performance or provision of services.
  
  IF WE DO NOT MANAGE OUR EXPENSES AND GEOGRAPHICALLY DISPERSED OPERATIONS
  SUCCESSFULLY, WE MAY BE UNABLE TO RESPOND TO CHANGING MARKET CONDITIONS.
  
        The IT integration market is becoming increasingly volatile. To address
  this volatility and global economic conditions generally, we have taken measures
  to bring our workforce, staffing and structure in line with perceived current
  demand for our products. If we misjudge our personnel needs or cannot
  successfully manage our expenses, then our business, financial condition and
  results of operations would be materially adversely affected. Our future
  
  
                                         4
  <PAGE>
  
  operating results will depend substantially upon the ability of our officers and
  key employees to anticipate changing business conditions and manage personnel
  and other costs while increasing sales.
  
        We face additional risks in managing geographically dispersed operations.
  Some of our key executives and managers are based in our Dublin, Ireland
  headquarters and others in our wholly-owned U.S. subsidiary's Waltham,
  Massachusetts office. Accordingly, our ability to compete successfully will
  depend in part on the ability of a limited number of key executives located in
  geographically dispersed offices to integrate management, to address the needs
  of our worldwide customer base and to respond to changes in our market. In
  addition, our ability to manage our operations and financial performance would
  be materially adversely affected if terrorist attacks or military or other
  political events prohibit or restrict the travel of our personnel.
  
  WE MAY BE REQUIRED TO DELAY REVENUE RECOGNITION INTO FUTURE PERIODS WHICH COULD
  ADVERSELY IMPACT OUR OPERATING RESULTS.
  
        We may have to defer revenue recognition due to several factors, including
  whether:
  
        -     we are required to accept extended payment terms;
  
        -     the transaction involves contingent payment terms or fees;
  
        -     the transaction involves acceptance criteria or there are identified
              product-related issues; or
  
        -     license agreements include products that are under development or
              other undelivered elements.
  
        Because of the factors listed above and other specific requirements under
  U.S. GAAP for software revenue recognition, we must have very precise terms in
  our license agreements to recognize revenue when we initially deliver our
  products or perform services. Negotiation of mutually acceptable terms and
  conditions can extend the sales cycle, and sometimes we do not obtain terms and
  conditions that permit revenue recognition at the time of delivery or even as
  work on the project is completed.
  
  WE DEPEND ON LARGE TRANSACTIONS TO DERIVE A SIGNIFICANT PORTION OF OUR REVENUE,
  AND THE DELAY OR LOSS OF ANY LARGE CUSTOMER ORDER COULD ADVERSELY AFFECT OUR
  QUARTERLY OR ANNUAL OPERATING RESULTS.
  
        We derive a significant portion of our revenue from large transactions.
  Customers face complex decisions regarding approaches to the development,
  deployment and integration of enterprise applications, competitive product
  offerings, rapidly changing software technologies, and limited internal
  resources. We must often negotiate terms and conditions in large sales
  transactions. These terms and conditions can extend the sales cycle and, in
  certain situations, result in deferred recognition of revenue from the sale.
  Prospective sales are subject to delays or cancellation over which we have
  little or no control. If any large customer order anticipated for a particular
  quarter is not realized or is delayed, we may experience an unplanned shortfall
  in revenue, which could significantly and adversely affect our operating
  results.
  
  OUR INABILITY TO CREATE AND PRESERVE RELATIONSHIPS WITH SOFTWARE VENDORS,
  SYSTEMS INTEGRATORS OR OTHER THIRD PARTIES THAT MARKET AND SELL OUR PRODUCTS
  COULD REDUCE OUR REVENUES.
  
        Our ability to achieve revenue growth will depend in large part on
  expanding our sales channels, as well as leveraging our existing strategic
  alliances. If our relationships with these software vendors or system
  integrators deteriorate or terminate, or if we are unable to form new
  relationships, we may lose important sales and marketing opportunities. Our
  distribution arrangements could give rise to disputes regarding marketing
  strategy, exclusive territories and customer relationships which could
  negatively affect our business or result in costly litigation. In addition, if
  these software vendors and system integrators are unable to recruit and
  adequately train a sufficient number of consulting personnel to support the
  implementation of our software products, or they otherwise do not adequately
  perform implementation services, we may lose customers. These systems
  integrators may increase their promotion of competing enterprise integration
  solutions or may otherwise discontinue their relationships with or support of
  us. Our relationships with software vendors and systems integrators are an
  important part of our business, and a deterioration of these relationships could
  adversely impact our business and operating results.
  
  
                                         5
  <PAGE>
  
  
        We also may enter into joint arrangements with strategic partners to
  develop new products or enhancements, or to license our offerings as part of
  integrated products. Our business may be adversely affected if these strategic
  partners change their business priorities or experience difficulties in their
  operations, which in either case causes them to terminate or reduce their
  support for these joint arrangements.
  
  WE CURRENTLY DERIVE MOST OF OUR REVENUE FROM A LIMITED NUMBER OF OUR PRODUCTS.
  
        To date, we have derived most of our revenue from the licensing of our
  products that currently compose our Orbix products and fees from related
  services. We expect these products to continue to account for a substantial
  majority of our revenue for the foreseeable future. As a result, a reduction in
  demand for, or sales of, these products would have a material adverse effect on
  our business, financial condition and results of operations. In addition, our
  business will depend, in significant part, on the successful development,
  introduction and customer acceptance of new and enhanced versions of our
  products. We may not successfully develop, introduce or market new products or
  enhancements or additions to our existing products. Any failure to do so would
  materially adversely affect our business, financial condition and results of
  operations.
  
  IF WE DO NOT SUCCESSFULLY EXPAND AND MANAGE OUR DIRECT SALES FORCE AND OTHER
  DISTRIBUTION CHANNELS, WE MAY NOT BE ABLE TO INCREASE OUR SALES.
  
        To date, we have sold our products primarily through our direct sales
  force, software vendors and system integrators. We plan to continue to invest
  in, and rely on sales through, these distribution channels and other indirect
  channels. We experience lower profit margins on the distribution of our products
  through third-party distribution channels. We may not be able to expand or
  manage successfully our direct sales force or other distribution channels.
  Further, any such expansion may not result in an increase in revenue or
  operating income. If we fail to expand or manage successfully our direct sales
  force or other distribution channels, our business, financial condition and
  results of operations would materially suffer.
  
  WE OPERATE IN HIGHLY COMPETITIVE MARKETS AND WE MAY BE UNABLE TO COMPETE
  SUCCESSFULLY.
  
        The market for enterprise infrastructure software solutions is highly
  competitive. We expect this competition to increase. Our products compete with
  offerings from a number of established infrastructure vendors, as well as
  offerings from new software companies. Some of these companies offer products
  that compete with single components of our product set, while other companies
  market a set of products designed to solve broad integration problems.
  
        We compete principally against vendors of:
  
        -     enterprise infrastructure software;
  
        -     enterprise application integration software; and
  
        -     Web services integration software.
  
        We believe that our ability to compete depends in part on a number of
  factors outside of our control, including:
  
        -     the demand for our products;
  
        -     the development by others of software that is competitive with our
              products;
  
        -     the price at which others offer comparable products;
  
        -     the ability of our competitors to respond effectively to customer
              needs;
  
        -     the ability of our competitors to market their products aggressively
              and effectively; and
  
        -     the ability of our competitors to hire, retain and motivate key
              personnel.
  
  
                                         6
  <PAGE>
  
  
        In addition, a number of our competitors have substantially greater
  technical, financial, sales, marketing, customer support, professional services
  and other resources, as well as greater name recognition, than we do. As a
  result, our competitors may be able to adapt more quickly to new or emerging
  technologies and changes in customer requirements, to devote greater resources
  to the promotion and sale of their products, or to establish more successful
  strategic relationships with industry leaders and other third parties than we
  can. Further, certain of our larger competitors may be able to offer competitive
  products or technologies as part of their broader product or service offerings
  or may make strategic acquisitions or establish cooperative relationships among
  themselves or with third parties, thereby increasing the ability of their
  products to address the needs of our current and prospective customers.
  Accordingly, it is possible that new competitors or alliances among our current
  and potential competitors may emerge and rapidly gain significant market share.
  This type of competition could materially adversely affect our ability to
  license products and provide services on terms favorable to us. In addition,
  among our smaller competitors, the competition for remaining market share is
  intense. Due to competitive pressures, we could be forced to reduce the price of
  our products and related services. Lower sales or reduced prices would
  negatively impact our operating results and financial condition.
  
        Many of our competitors have a significant installed base that includes
  our current and potential customers. Once a customer has installed the products
  of one of our competitors, it may be difficult to convince the customer to adopt
  or purchase our products. If we are unable to further penetrate our existing
  customer base or sell to new clients, our business prospects and financial
  condition would suffer.
  
  WE MAY BE UNABLE TO IDENTIFY OR COMPLETE SUITABLE ACQUISITIONS, AND ANY
  ACQUISITIONS WE DO COMPLETE MAY CREATE BUSINESS DIFFICULTIES OR DILUTE OUR
  SHAREHOLDERS.
  
        As part of our business strategy, we may pursue strategic acquisitions. We
  may be unable to identify suitable acquisition candidates. We cannot assure you
  that we will be able to make acquisitions on commercially acceptable terms or at
  all. If we acquire a business, technology or product, we may have difficulty
  integrating that business, technology or product with our existing operations or
  our software. These difficulties could disrupt our ongoing business, distract
  our management and workforce, increase our expenses and adversely affect our
  operating results. In addition, the key personnel of an acquired entity may
  decide not to work for us. We may also incorrectly judge the value or worth of
  an acquired business, technology or product. Furthermore, we may incur
  significant debt or be required to issue equity securities to pay for future
  acquisitions or investments. The issuance of equity securities may be dilutive
  to our shareholders.
  
  IF WE ARE UNABLE TO ATTRACT AND RETAIN HIGHLY QUALIFIED PERSONNEL, OUR FUTURE
  RESULTS WOULD BE ADVERSELY AFFECTED.
  
        We depend to a significant extent upon a limited number of senior
  executives. We face intense competition for highly qualified personnel. If we
  fail to attract, retain or assimilate key personnel, our business, financial
  condition and results of operations would materially suffer.
  
  WE FACE VARIOUS RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS THAT COULD
  CAUSE OUR OPERATING RESULTS TO SUFFER.
  
        We are incorporated in Ireland and substantial portions of our product
  development, marketing, sales and administrative functions are located in
  Ireland. Our sales are derived, and our operations are conducted, worldwide. We
  expect that operations outside of the United States will continue to account for
  a significant portion of our business and we intend to continue to expand our
  operations outside of the United States. Because of the international character
  of our business, we are subject to risks such as:
  
        -     fluctuations in currency exchange rates;
  
        -     political and economic conditions in various jurisdictions;
  
        -     unexpected changes in regulatory requirements, tariffs and other
              trade barriers;
  
        -     failure to enter into relationships with local resellers, systems
              integrators or other third party vendors, or to introduce localized
              products;
  
  
                                         7
  <PAGE>
  
  
        -     difficulties in staffing and managing foreign operations;
  
        -     longer accounts receivable payment cycles; and
  
        -     differing laws affecting the enforceability of intellectual property
              rights and product liability.
  
        If any of these risks materializes, revenue derived from customers outside
  the United States could decrease, and our business, financial condition and
  results of operations could materially suffer.
  
  IF OUR EFFECTIVE TAX RATE INCREASES, OUR BUSINESS AND FINANCIAL RESULTS WOULD BE
  ADVERSELY IMPACTED.
  
        We have significant operations and generate a substantial portion of our
  taxable income in Ireland. In general, the tax rate in Ireland on trading
  income, which is 12.5% as of January 1, 2003, is significantly lower than U.S.
  tax rates. Moreover, our Irish taxable income derived from software
  substantially developed in Ireland is taxed at a 10% effective tax rate. If our
  operations no longer qualify for these lower tax rates or if the tax laws were
  rescinded or changed, our effective tax rate would increase and our business,
  financial condition and results of operations could be materially adversely
  affected. In addition, if U.S., U.K., German, Australian or other tax
  authorities were to challenge successfully the manner in which we recognize
  profits or, more generally, the jurisdiction in which our income is subject to
  taxation, our effective tax rate could increase and our cash flow and results of
  operations could be materially adversely affected. If our revenues fail to grow
  we will become increasingly dependent on favorable tax rates to maintain our
  earnings.
  
  OUR U.S. HOLDERS OF OUR ORDINARY SHARES OR ADSS COULD SUFFER ADVERSE TAX
  CONSEQUENCES IF WE ARE CHARACTERIZED AS A PASSIVE FOREIGN INVESTMENT COMPANY.
  
        If, for any taxable year, our passive income or our assets that produce
  passive income exceed levels provided by law, we may be characterized as a
  passive foreign investment company, or PFIC, for U.S. federal income tax
  purposes. This characterization could result in adverse U.S. tax consequences to
  the holders of our ordinary shares or ADSs. U.S. persons should consult with
  their own U.S. tax advisors with respect to the U.S. tax consequences of
  investing in our ordinary shares or ADSs.
  
  THE RIGHTS OF SHAREHOLDERS IN IRISH CORPORATIONS MAY BE MORE LIMITED THAN THE
  RIGHTS OF SHAREHOLDERS IN U.S. CORPORATIONS.
  
        The rights of holders of our ordinary shares and, therefore, some of the
  rights of the holders of our ADSs are governed by Irish law and the laws of the
  European Union. As a result, the rights of our shareholders differ from, and may
  be more limited than, the rights of shareholders in typical U.S. corporations.
  In particular, Irish law significantly limits the circumstances under which
  shareholders of Irish corporations may bring derivative actions.
  
  WE HAVE A LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND
  OTHERS COULD OBTAIN AND USE OUR TECHNOLOGY WITHOUT OUR AUTHORIZATION.
  
        We regard certain of our technologies as proprietary, and we rely
  primarily on a combination of patent, copyright, trademark and trade secret
  laws, employee and third-party non-disclosure agreements, and technical measures
  to establish and protect our proprietary rights. The laws of various countries
  in which our products may be licensed may not protect our proprietary rights to
  the same extent as the laws of the United States and Ireland. While we generally
  enter into confidentiality agreements and limit access to, and distribution of,
  our proprietary information, it is possible for a third party to copy or
  otherwise obtain and use our technology without authorization. Third parties may
  reproduce our software products without our consent. In addition, it is possible
  that our means of protecting our proprietary rights will not be adequate. Any
  unauthorized reproduction or inadequate protection could have a material adverse
  effect on our business, financial condition or results of operations.
  
  
                                         8
  <PAGE>
  
  
  IF WE DO NOT HAVE THE RIGHT TO USE THIRD-PARTY TECHNOLOGY, WE MAY HAVE TO STOP
  SELLING AND SHIPPING PRODUCTS AND INCUR SIGNIFICANT DEVELOPMENT OR LICENSE
  EXPENSES.
  
        We use and incorporate third-party technology in our products. If we do
  not have adequate rights to use this technology or our rights terminate, we
  could be required to:
  
        -     stop using the third-party technology;
  
        -     stop selling and shipping our products in which the third-party
              technology is used; or
  
        -     incur significant expenses to identify and obtain replacement
              technology or develop similar technology or to obtain a new license
              to the third-party technology.
  
        We may not be able to develop technology or identify other technology with
  functionality similar to this third-party technology. In addition, we may not be
  able to obtain a license to this third-party technology on acceptable terms or
  at all, and we may be liable for damages in the event of any unauthorized use.
  If any of these events occur, our business, financial condition and results of
  operations could be materially adversely affected.
  
  WE MAY BE EXPOSED TO SIGNIFICANT LIABILITY IF WE INFRINGE UPON THE INTELLECTUAL
  PROPERTY OR PROPRIETARY RIGHTS OF OTHERS.
  
        Third parties have notified us, and others may notify us, from time to
  time, that they believe we are infringing certain of their patents and other
  intellectual property rights. The cost of responding to any such assertion may
  be material, whether or not the assertion is valid. In the event that any such
  assertion is resolved adversely to us, we could be required to:
  
        -     discontinue the use of certain processes;
  
        -     cease the use and sale of infringing products and services;
  
        -     expend significant resources to develop non-infringing technology;
  
        -     obtain licenses to competing technology; or
  
        -     indemnify customers under certain clauses relating to intellectual
              property rights in our licenses.
  
        We may be unable to obtain licenses on acceptable terms or at all. We may
  become a party to litigation, and the court may assess damages. If we fail to
  obtain licenses, adverse or protracted litigation arises out of any such
  assertion or damages are assessed, our business, financial condition or results
  of operations could be materially adversely affected.
  
  LEGISLATIVE ACTIONS, HIGHER INSURANCE COSTS AND POTENTIAL NEW ACCOUNTING
  PRONOUNCEMENTS MAY AFFECT OUR FUTURE FINANCIAL POSITION AND RESULTS OF
  OPERATIONS.
  
        To comply with the recently adopted Sarbanes-Oxley Act of 2002, as well as
  proposed changes to listing standards by Nasdaq, we may be required to hire
  additional personnel and utilize additional outside legal, accounting and
  advisory services, all of which will cause our general and administrative costs
  to increase. Insurers may increase premiums as a result of high claims rates
  experienced by them over the past year, and so our premiums for our various
  insurance policies, including our directors' and officers' insurance policies,
  are likely to increase. Proposed changes in the accounting rules, including
  legislative and other proposals to account for employee stock options as a
  compensation expense among others, could materially increase the expenses that
  we report under generally accepted accounting principles and adversely affect
  our operating results.
  
  
                                         9
  <PAGE>
                             FORWARD-LOOKING STATEMENTS
  
        This prospectus and the information incorporated by reference into this
  prospectus contain forward-looking statements within the meaning of the federal
  securities laws that relate to future events or our future financial
  performance. In some cases, you can identify forward-looking statements by
  terminology such as "may," "will," "should," "could," "expect," "plan,"
  "anticipate," "believe," "estimate," "predict," "intend," "potential" or
  "continue" or the negative of such terms or other comparable terminology. These
  forward-looking statements include, but are not limited to, statements regarding
  our plans and objectives, our business strategies, and economic and market
  conditions. These statements are neither promises not guarantees and are subject
  to risks and uncertainties that could cause actual results to differ materially
  from those anticipated or indicated. We are under no duty to update any of the
  forward-looking statements or to conform these statements to actual results. You
  should not expect that we will update or supplement any of the forward-looking
  statements as a result of changing circumstances or otherwise, and we disavow
  and disclaim any obligation to do so.
  
                                   USE OF PROCEEDS
  
        We will not receive any proceeds from the sale of the ADSs representing
  ordinary shares by the selling shareholders.
  
                                SELLING SHAREHOLDERS
  
        The selling shareholders, who are not our affiliates, may sell up to an
  aggregate of 139,916 ADSs representing our ordinary shares pursuant to this
  prospectus. No selling shareholder may sell more than 1,000 ADSs representing
  our ordinary shares pursuant to this prospectus. These ADSs may be offered from
  time to time by any of the selling shareholders or by those individuals and
  entities to whom they may transfer or distribute the shares.
  
        To the best of our knowledge, none of the selling shareholders had any
  material relationship with us or any of our affiliates, other than that of
  employee, within the three-year period ending on the date of this prospectus.
  
  
                                         10
  <PAGE>
                                PLAN OF DISTRIBUTION
  
        The ADSs offered under this prospectus may be sold from time to time by or
  for the account of any of the selling shareholders or by those individuals and
  entities to whom they pledge, donate, distribute or transfer their shares or
  other successors in interest. The selling shareholders may also loan or pledge
  the shares registered under this prospectus to a broker-dealer and the
  broker-dealer may sell the shares so loaned or upon a default the broker-dealer
  may effect sales of the pledged shares using this prospectus. The selling
  shareholders will act independently of us in making decisions with respect to
  the timing, manner and size of each sale.
  
        The distribution of the ADSs offered under this prospectus by the selling
  shareholders is not subject to any underwriting agreement. The selling
  shareholders may sell the ADSs offered under this prospectus on the Nasdaq
  National Market or in private sales at negotiated prices, directly to a
  purchaser or through a broker. The ADSs offered under this prospectus may be
  sold:
  
        -     at a fixed offering price, which may be changed;
  
        -     at the prevailing market price at the time of sale;
  
        -     at prices related to such prevailing market price; or
  
        -     at negotiated prices.
  
        The selling shareholders and any underwriter, dealer or agent who
  participate in the distribution of the ADSs may be deemed to be "underwriters"
  under the Securities Act of 1933, as amended (Securities Act), and any discount,
  commission or concession received by those persons might be deemed to be an
  underwriting discount or commission under the Securities Act.
  
        To comply with the securities laws of certain states, if applicable, the
  ADSs offered under this prospectus will be sold in those jurisdictions only
  through registered or licensed brokers or dealers. In addition, in certain
  states these ADSs may not be sold unless they have been registered or qualified
  for sale in the applicable state or an exemption from the registration or
  qualification requirement is available and is complied with.
  
        If and when any of the shares covered by this prospectus qualifies for
  sale under Rule 144 under the Securities Act, they may be sold under Rule 144
  rather than under this prospectus.
  
        Since the selling shareholders are not restricted as to the price or
  prices at which they may sell the ADSs offered under this prospectus, sales of
  these ADSs at less than the market prices may depress the market price of our
  ADRs on the Nasdaq National Market or our ordinary shares on the Irish Stock
  Exchange.
  
        Under applicable rules and regulations under the Securities Exchange Act
  of 1934, as amended (Securities Exchange Act), any person engaged in the
  distribution of the ADSs offered under this prospectus may not simultaneously
  engage in market making activities with respect to the shares for a period of
  time prior to the commencement of the distribution. In addition, each selling
  shareholder will be subject to applicable provisions of the Securities Exchange
  Act and the rules and regulations thereunder, including, but not limited to,
  Rule 10b-5 and Regulation M, which provisions may limit the timing of purchases
  and sales of the shares by the selling shareholders.
  
        We are paying the expenses of registering these ADSs for offer and sale by
  the selling shareholders, which include the registration fee paid to the
  Securities and Exchange Commission and legal fees associated with the
  preparation and filing of the registration statement of which this prospectus is
  a part. Selling shareholders will be responsible for paying their own selling
  expenses in relation to the sale of the ADSs, including, without limitation,
  Irish stamp duty, selling commissions, and the fees and expenses of their
  counsel or other advisors.
  
  
                                         11
  <PAGE>
  
                     DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS
  
        The following is a summary of material provisions of the Deposit Agreement
  (including any exhibits thereto, the "Deposit Agreement"), among IONA, JPMorgan
  Chase Bank (as successor to Morgan Guaranty Trust Company of New York), as
  depositary (the "Depositary"), and the registered holders (the "Holders") from
  time to time of the ADRs. This summary does not purport to be complete and is
  qualified in its entirety by reference to the Deposit Agreement. Copies of the
  Deposit Agreement are available for inspection at the principal office of the
  Depositary in New York, which is presently located at 60 Wall Street, New York,
  New York 10260. Terms used in this prospectus and not otherwise defined shall
  have the respective meanings set forth in the Deposit Agreement.
  
  AMERICAN DEPOSITARY RECEIPTS
  
        ADRs evidencing ADSs are issuable by the Depositary pursuant to the terms
  of the Deposit Agreement. Each ADS represents, as of the date hereof, the right
  to receive one (1) ordinary share deposited under the Deposit Agreement
  (together with any additional ordinary shares deposited thereunder and all other
  securities, property and cash received and held thereunder at any time in
  respect of or in lieu of such deposited ordinary shares, the "Deposited
  Securities") with the Custodian, currently the London office of JPMorgan Chase
  Bank (together with any successor or successors thereto, the "Custodian"). An
  ADR may evidence any number of ADSs. Only persons in whose names ADRs are
  registered on the books of the Depositary will be treated by the Depositary and
  us as Holders.
  
  DEPOSIT, TRANSFER AND WITHDRAWAL
  
        In connection with the deposit of ordinary shares under the Deposit
  Agreement, the Depositary or the Custodian may require the following in form
  satisfactory to it: (a) a written order directing the Depositary to execute and
  deliver to, or upon the written order of, the person or persons designated in
  such order an ADR or ADRs evidencing the number of ADSs representing such
  deposited ordinary shares (a "Delivery Order"); (b) proper endorsements or duly
  executed instruments of transfer in respect of such deposited ordinary shares;
  (c) instruments assigning to the Custodian or its nominee any distribution on or
  in respect of such deposited ordinary shares or indemnity therefor; and (d)
  proxies entitling the Custodian to vote such deposited ordinary shares until the
  ordinary shares are registered in the name of the Custodian or its nominee. As
  soon as practicable after the Custodian receives Deposited Securities pursuant
  to any such deposit or pursuant to the form of ADR, the Custodian shall present
  such Deposited Securities for registration of transfer into the name of the
  Depositary or its nominee or the Custodian or its nominee, to the extent such
  registration is practicable, at the cost and expense of the person making such
  deposit (or for whose benefit such deposit is made) and shall obtain evidence
  satisfactory to it of such registration. Deposited Securities shall be held by
  the Custodian for the account and to the order of the Depositary at such place
  or places and in such manner as the Depositary shall determine. Deposited
  Securities may be delivered by the Custodian to any person only under the
  circumstances expressly contemplated in the Deposit Agreement.
  
        After any such deposit of ordinary shares, the Custodian shall notify the
  Depositary of such deposit and of the information contained in any related
  Delivery Order by letter, first class airmail postage prepaid, or, at the
  request, risk and expense of the person making the deposit, by cable, telex or
  facsimile transmission. After receiving such notice from the Custodian, the
  Depositary, subject to the terms and conditions of the Deposit Agreement, shall
  execute and deliver at the Transfer Office which is presently located at 60 Wall
  Street, New York, New York 10260, to or upon the order of any person named in
  such notice, an ADR or ADRs registered as requested and evidencing the aggregate
  ADSs to which such person is entitled.
  
        Subject to the terms and conditions of the Deposit Agreement, the
  Depositary may so issue ADRs for delivery at the Transfer Office only against
  deposit with the Custodian of: (a) ordinary shares in form satisfactory to the
  Custodian; (b) rights to receive ordinary shares from us or any registrar,
  transfer agent, clearing agent or other entity recording ordinary share
  ownership or transactions; or (c) other rights to receive ordinary shares (until
  such ordinary shares are actually deposited pursuant to (a) or (b) above,
  "Pre-released ADRs") only if (i) Pre-released ADRs are fully collateralized
  (marked to market daily) with cash or U.S. government securities held by the
  Depositary for the benefit of Holders (but such collateral shall not constitute
  "Deposited Securities"), (ii) each recipient of Pre-released ADRs agrees in
  writing with the Depositary that such recipient (w) owns such ordinary shares,
  (x) assigns all beneficial right, title and interest therein to the Depositary,
  (y) holds such ordinary shares for
  
                                         12
  <PAGE>
  
  the account of the Depositary and (z) will deliver such ordinary shares to the
  Custodian as soon as practicable and promptly upon demand therefor and (iii) all
  Pre-released ADRs evidence not more than 20 percent of all ADSs (excluding those
  evidenced by Pre-released ADRs), except to the extent that the Depositary (in
  its sole discretion) determines that unusual market conditions require the
  issuance of Pre-released ADRs in addition to 20 percent of all such ADSs. The
  Depositary may retain for its own account any earnings on collateral for
  Pre-released ADRs and its charges for issuance thereof. At the request, risk and
  expense of the person depositing ordinary shares, the Depositary may accept
  deposits together with other specified instruments for forwarding to the
  Custodian and may deliver ADRs at a place other than its office. Every person
  depositing ordinary shares under the Deposit Agreement is deemed to represent
  and warrant that such ordinary shares are validly issued and outstanding, fully
  paid, nonassessable and free of pre-emptive rights, that the person making such
  deposit is duly authorized so to do and that such ordinary shares (A) are not
  "restricted securities" as such term is defined in Rule 144 under the Securities
  Act unless at the time of deposit they may be freely transferred in accordance
  with Rule 144(k) and may otherwise be offered and sold freely in the United
  States or (B) have been registered under the Securities Act. Such
  representations and warranties shall survive the deposit of ordinary shares and
  issuance of ADRs.
  
        Subject to the terms and conditions of the Deposit Agreement, upon
  surrender of an ADR in form satisfactory to the Depositary at the Transfer
  Office, the Holder thereof is entitled to delivery at the Custodian's office of
  the Deposited Securities at the time represented by the ADSs evidenced by such
  ADR. At the request, risk and expense of the Holder thereof, the Depositary may
  deliver such Deposited Securities at such other place as may have been requested
  by the Holder. Notwithstanding any other provision of the Deposit Agreement or
  the ADRs, the withdrawal of Deposited Securities may be restricted only for the
  reasons set forth in General Instruction I.A.(1) of Form F-6 (as such
  instructions may be amended from time to time) under the Securities Act.
  
  DISTRIBUTIONS ON DEPOSITED SECURITIES
  
        Subject to the terms and conditions of the Deposit Agreement, to the
  extent practicable, the Depositary will distribute by mail to each Holder
  entitled hereto on the record date set by the Depositary therefor at such
  Holder's address shown on the ADR Register, in proportion to the number of
  Deposited Securities (on which the following distributions on Deposited
  Securities are received by the Custodian) represented by ADSs evidenced by such
  Holder's ADRs:
  
        Cash. Any dollars available to the Depositary resulting from a cash
  dividend or other cash distribution or the net proceeds of sales of any other
  distribution or portion thereof authorized in the Deposit Agreement ("Cash"), on
  an averaged or other practicable basis, subject to (i) appropriate adjustments
  for taxes withheld, (ii) such distribution being impermissible or impracticable
  with respect to certain Holders, and (iii) deduction of the Depositary's
  expenses in (1) converting any foreign currency to dollars by sale or in such
  other manner as the Depositary may determine to the extent that it determines
  that such conversion may be made on a reasonable basis, (2) transferring foreign
  currency or dollars to the United States by such means as the Depositary may
  determine to the extent that it determines that such transfer may be made on a
  reasonable basis, (3) obtaining any approval or license of any governmental
  authority required for such conversion or transfer, which is obtainable at a
  reasonable cost and within a reasonable time and (4) making any sale by public
  or private means in any commercially reasonable manner. If the Depositary
  determines that in its judgment any foreign currency received by it cannot be
  converted on a reasonable basis and transferred to the United States, the
  Depositary may distribute the foreign currency received by it or, at its
  discretion, hold such foreign currency, uninvested and without liability for
  interest thereon, for the respective accounts of the Holders entitled to receive
  the same.
  
        Ordinary Shares. Additional ADRs evidencing whole ADSs representing any
  ordinary shares available to the Depositary resulting from a dividend or free
  distribution on Deposited Securities consisting of ordinary shares (an "Ordinary
  Share Distribution"); and dollars available to it resulting from the net
  proceeds of sales of ordinary shares received in an Ordinary Share Distribution,
  which ordinary shares would give rise to fractional ADSs if additional ADRs were
  issued therefor, as in the case of Cash.
  
        Rights. Warrants or other instruments in the discretion of the Depositary
  representing rights to acquire additional ADRs in respect of any rights to
  subscribe for additional ordinary shares or rights of any nature available to
  the Depositary as a result of a distribution on Deposited Securities ("Rights"),
  to the extent that we timely furnish to the Depositary evidence satisfactory to
  the Depositary that the Depositary may lawfully distribute the same (we have no
  obligation to so furnish such evidence). Alternatively, to the extent we do not
  so furnish such evidence and
  
                                         13
  <PAGE>
  
  sales of Rights are practicable, any dollars available to the Depositary from
  the net proceeds of sales of Rights as in the case of Cash, or to the extent we
  do not so furnish such evidence and such sales cannot practicably be
  accomplished by reason of the nontransferability of the Rights, limited markets
  therefor, their short duration or otherwise, nothing (and any Rights may lapse).
  
        Other Distributions. (i) Securities or property available to the
  Depositary resulting from any distribution on Deposited Securities other than
  Cash, Ordinary Share Distributions and Rights ("Other Distributions"), by any
  means that the Depositary may deem equitable and practicable, or (ii) to the
  extent the Depositary deems distribution of such securities or property not to
  be equitable and practicable, any dollars available to the Depositary from the
  net proceeds of sales of Other Distributions as in the case of Cash. Such
  dollars available will be distributed by checks drawn on a bank in the United
  States for whole dollars and cents (any fractional cents being withheld without
  liability for interest and added to future Cash distributions).
  
        To the extent that the Depositary determines in its discretion that any
  distribution is not practicable with respect to any Holder, the Depositary may
  make such distribution as it so determines is practicable, including the
  distribution of foreign currency, securities or property (or appropriate
  documents evidencing the right to receive foreign currency, securities or
  property) or the retention thereof as Deposited Securities with respect to such
  Holder's ADRs (without liability for interest thereon or the investment
  thereof).
  
        There can be no assurance that the Depositary will be able to effect any
  currency conversion or to sell or otherwise dispose of any distributed or
  offered property, subscription or other rights, ordinary shares or other
  securities in a timely manner or at a specified rate or price, as the case may
  be.
  
  DISCLOSURE OF INTERESTS
  
        To the extent that the provisions of or governing any Deposited Securities
  may require disclosure of or impose limits on beneficial or other ownership of
  Deposited Securities, other ordinary shares and other securities and may provide
  for blocking transfer, voting or other rights to enforce such disclosure or
  limits, Holders and all persons holding ADRs agree to comply with all such
  disclosure requirements and ownership limitations and to cooperate with the
  Depositary in the Depositary's compliance with our instructions in respect
  thereof, and, in the Deposit Agreement, the Depositary has agreed to use
  reasonable efforts to comply with our instructions.
  
  RECORD DATES
  
        The Depositary may, after consultation with us if practicable, fix a
  record date (which shall be as near as practicable to any corresponding record
  date set by us) for the determination of the Holders who shall be entitled to
  receive any distribution on or in respect of Deposited Securities, to give
  instructions for the exercise of any voting rights, to receive any notice or to
  act in respect of other matters and only such Holders shall be so entitled.
  
  VOTING OF DEPOSITED SECURITIES
  
        As soon as practicable after receipt from us of notice of any meeting or
  solicitation of consents or proxies of holders of ordinary shares or other
  Deposited Securities, the Depositary shall mail to Holders a notice stating (a)
  such information as is contained in such notice and any solicitation materials,
  (b) that each Holder on the record date set by the Depositary therefor will be
  entitled to instruct the Depositary as to the exercise of the voting rights, if
  any, pertaining to the Deposited Securities represented by the ADSs evidenced by
  such Holder's ADRs and (c) the manner in which such instructions may be given,
  including instructions to give a discretionary proxy to a person designated by
  us. Upon receipt of instructions of a Holder on such record date in the manner
  and on or before the date established by the Depositary for such purpose, the
  Depositary shall endeavor insofar as practicable and permitted under the
  provisions of or governing Deposited Securities to vote or cause to be voted (or
  to grant a discretionary proxy to a person designated by us to vote in
  accordance with (c) above) the Deposited Securities represented by the ADSs
  evidenced by such Holder's ADRs in accordance with such instructions. The
  Depositary will not itself exercise any voting discretion in respect of any
  Deposited Securities.
  
  
                                         14
  <PAGE>
  INSPECTION OF TRANSFER BOOKS
  
        The Deposit Agreement provides that the Depositary will keep books at its
  Transfer Office for the registration, registration of transfer, combination and
  split-up of ADRs, which at all reasonable times will be open for inspection by
  the Holders and us for the purpose of communicating with Holders in the interest
  of our business or a matter related to the Deposit Agreement.
  
  REPORTS AND OTHER COMMUNICATIONS
  
        The Depositary shall make available for inspection by Holders at the
  Transfer Office any reports and communications received from us which are both
  (a) received by the Depositary as the holder of the Deposited Securities and (b)
  made generally available to the holders of such Deposited Securities by us. The
  Depositary shall also send to the Holders copies of such reports when furnished
  by us. Any such reports and communications furnished to the Depositary by us
  shall be furnished in English.
  
        On or before the first date on which we give notice, by publication or
  otherwise, of any meeting of holders of ordinary shares or other Deposited
  Securities, or of any adjourned meeting of such holders, or the taking of any
  action by such holders other than at a meeting, we shall transmit to the
  Depositary and the Custodian a copy of the notice thereof (in English) in the
  form given or to be given to holders of ordinary shares or other Deposited
  Securities. The Depositary will, at our expense, arrange for the prompt mailing
  of copies thereof to all Holders. In connection with any registration statement
  under the Securities Act relating to the ADRs or with any undertaking contained
  therein, we and the Depositary shall each furnish to the other and to the U.S.
  Securities and Exchange Commission or any successor governmental agency such
  information as shall be required to make such filings or comply with such
  undertakings. We have delivered to the Depositary, the Custodian and any
  Transfer Office, a copy of all provisions of or governing the ordinary shares
  and any other Deposited Securities issued by us or any of our affiliates and,
  promptly upon any change thereto, we shall deliver to the Depositary, the
  Custodian and any Transfer Office, a copy of such provisions as so changed. The
  Depositary and its agents may rely upon our delivery thereof for all purposes of
  the Deposit Agreement.
  
  CHANGES AFFECTING DEPOSITED SECURITIES
  
        Subject to the terms and conditions of the Deposit Agreement, the
  Depositary may, in its discretion, amend the form of ADR or distribute
  additional or amended ADRs (with or without calling the ADRs for exchange) or
  cash, securities or property on the record date set by the Depositary therefor
  to reflect any change in par value, split-up, consolidation, cancellation or
  other reclassification of Deposited Securities, any Ordinary Share Distribution
  or Other Distribution not distributed to Holders or any cash, securities or
  property available to the Depositary in respect of Deposited Securities from
  (and, in the Deposit Agreement, the Depositary is authorized to surrender any
  Deposited Securities to any person and to sell by public or private sale any
  property received in connection with) any recapitalization, reorganization,
  merger, consolidation, liquidation, receivership, bankruptcy or sale of all or
  substantially all our assets, and to the extent the Depositary does not so amend
  the ADR or make a distribution to Holders to reflect any of the foregoing, or
  the net proceeds thereof, whatever cash, securities or property results from any
  of the foregoing shall constitute Deposited Securities and each ADS shall
  automatically represent its pro rata interest in the Deposited Securities as
  then constituted.
  
  AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
  
        The ADRs and the Deposit Agreement may be amended by both the Depositary
  and us, provided that any amendment that imposes or increases any fees or
  charges (other than stock transfer or other taxes and other governmental
  charges, transfer or registration fees, cable, telex or facsimile transmission
  costs, delivery costs or other such expenses), or that shall otherwise prejudice
  any substantial existing right of Holders, shall become effective 30 days after
  notice of such amendment shall have been given to the Holders. Every Holder of
  an ADR at the time any amendment to the Deposit Agreement so becomes effective
  shall be deemed, by continuing to hold such ADR, to consent and agree to such
  amendment and to be bound by the Deposit Agreement as amended thereby. In no
  event shall any amendment impair the right of the Holder of any ADR to surrender
  such ADR and receive the Deposited Securities represented thereby, except in
  order to comply with mandatory provisions of applicable law.
  
  
                                         15
  <PAGE>
                                    LEGAL MATTERS
  
        Certain legal matters with respect to the issuance of the ordinary shares
  represented by the ADSs offered under this prospectus will be passed upon for
  IONA by William Fry, Dublin, Ireland.
  
                                       EXPERTS
  
        The consolidated financial statements of IONA Technologies PLC
  incorporated by reference in IONA Technologies PLC's Annual Report (Form 20-F)
  for the year ended December 31, 2002, have been audited by Ernst & Young,
  independent auditors, as set forth in their report thereon incorporated by
  reference therein and incorporated herein by reference. Such consolidated
  financial statements are incorporated herein by reference in reliance upon such
  report given on the authority of such firm as experts in accounting and
  auditing.
  
                         DOCUMENTS INCORPORATED BY REFERENCE
  
        The Securities and Exchange Commission allows us to incorporate by
  reference the information we file with it, which means we can disclose important
  information to you by referring you to other documents. The information included
  in the following documents is incorporated by reference into this prospectus and
  is considered to be a part of this prospectus. We have previously filed the
  following reports and registration statement with the Securities and Exchange
  Commission and incorporate the information contained in them into this
  prospectus.
  
        -     our annual report on Form 20-F for the year ended December 31, 2002,
              filed with the Securities and Exchange Commission on April 4, 2003;
  
        -     our reports on Form 6-K filed with the Securities and Exchange
              Commission on May 15, 2003 and May 16, 2003; and
  
        -     the description of our ordinary shares contained in our registration
              statement on Form 8-A (No. 0-29154) filed on February 21, 1997,
              including all amendments, reports or registration statements filed
              for the purpose of updating this description.
  
        All reports and other documents filed by us under Sections 13(a), 13(c),
  14 and 15(d) of the Securities Exchange Act on or after the date of this
  prospectus but prior to termination of the offering are also incorporated by
  reference into this prospectus.
  
        Any statement contained in a document all or a portion of which is
  incorporated or deemed to be incorporated by reference will be deemed to be
  modified or superseded for purposes of this prospectus to the extent that a
  statement contained in this prospectus or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference modifies or
  supersedes that statement. Any statement so modified will not be deemed to
  constitute a part of this prospectus, except as so modified, and any statement
  so superseded will not be deemed to constitute a part of this prospectus.
  
        The information related to us contained in this prospectus should be read
  together with the information contained in the documents that are incorporated
  by reference into this prospectus.
  
        We will provide without charge to each person to whom a copy of this
  prospectus is delivered, upon the written or oral request of any such person, a
  copy of any or all of the documents incorporated by reference into this
  prospectus, other than exhibits to those documents unless the exhibits are
  specifically incorporated by reference into those documents, or referred to in
  this prospectus. Requests should be directed to:
  
                              Susan H. Alexander, Esq.
                                IONA Technologies PLC
                             c/o IONA Technologies, Inc.
                                   200 West Street
                               Waltham, MA 02451-1118
                                   (781) 902-8000
  
  
                                         16
  <PAGE>
                         WHERE YOU CAN FIND MORE INFORMATION
  
        We are subject to the informational requirements of the Securities
  Exchange Act and accordingly file reports and other information with the
  Securities and Exchange Commission. Reports and other information filed by IONA
  Technologies PLC may be inspected and copied at prescribed rates at the Public
  Reference Room maintained by the Commission at 450 Fifth Street, N.W., Room
  1200, Washington, D.C. 20549. Information on the operation of the Public
  Reference Room may be obtained by calling 1-800-SEC-0330. In addition, the
  Securities and Exchange Commission maintains a web site (http://www.sec.gov)
  that contains reports and other information regarding registrants that file
  electronically with the Securities and Exchange Commission.
  
        We have filed with the Securities and Exchange Commission a registration
  statement on Form S-8 under the Securities Act with respect to the ADSs offered
  by this prospectus. This prospectus does not contain all information set forth
  in the registration statement, certain parts of which are omitted in accordance
  with the rules and regulations of the Securities and Exchange Commission. For
  further information regarding us and the ADSs offered, we refer you to the
  registration statement and to the exhibits filed with it.
  
  
                                         17
  <PAGE>
  ================================================================================
  
  No dealer, salesperson or any other person has been authorized to give any
  information or to make any representations not contained in this prospectus and,
  if given or made, such information or representations must not be relied upon as
  having been authorized by IONA or the selling shareholders. This prospectus does
  not constitute an offer to sell, or a solicitation of an offer to sell, any
  securities other than the registered securities to which it relates, or an offer
  to or solicitation of any person in any jurisdiction where such an offer or
  solicitation would be unlawful. Neither the delivery of this prospectus nor any
  sale made hereunder shall, under any circumstances, create an implication that
  the information contained herein is correct as of any time subsequent to the
  date hereof.
  
                                --------------------
  
                                  TABLE OF CONTENTS
  
  <TABLE>
  <CAPTION>
                                                 Page
                                                 ----
  <S>                                            <C>
  IONA Technologies PLC ......................     1
  Risk Factors ...............................     2
  Forward - Looking Statements................    10
  Use of Proceeds ............................    10
  Selling Shareholders .......................    10
  Plan of Distribution .......................    11
  Description of American
    Depositary Receipts ......................    12
  Legal Matters ..............................    16
  Experts.....................................    16
  Documents Incorporated by Reference.........    16
  Where You Can Find More Information.........    17
  </TABLE>
  
  ================================================================================
  
  
  ================================================================================
  
  
                         139,916 AMERICAN DEPOSITARY SHARES
  
                                    REPRESENTING
  
                               139,916 ORDINARY SHARES
  
  
  
  
                                IONA TECHNOLOGIES PLC
  
  
  
  
                                   ---------------
  
                                     PROSPECTUS
  
                                   ---------------
  
  
  
  
                                    May 16, 2003
  
  
  ================================================================================
  
  
                                         18
  <PAGE>
  
                                       PART II
  
                     INFORMATION NOT REQUIRED IN THE PROSPECTUS
  
  INDEMNIFICATION OF OFFICERS AND DIRECTORS
  
        Except as hereinafter set forth, there is no provision of IONA's
  Memorandum or Articles of Association, or any contract, arrangement or statute
  under which any director or officer of IONA is insured or indemnified in any
  manner against any liability that he may incur in his capacity as such.
  
        Article 125 of the Articles of Association of IONA provides:
  
        "Subject to the provisions of and so far as may be admitted by the Acts,
        every Director, Secretary or other officer of the Company shall be
        entitled to be indemnified by the Company against all costs, charges,
        losses, expenses and liabilities incurred by him in the execution and
        discharge of his duties or in relation thereto including any liability
        incurred by him in defending any proceedings, civil or criminal, which
        relate to anything done or omitted or alleged to have been done or omitted
        by him as an officer or employee of the Company and in which judgment is
        given in his favor (or the proceedings are otherwise disposed of without
        any finding or admission of any material breach of duty on his part) or in
        which he is acquitted or in connection with any application under any
        statute for relief from liability in respect of any such act or omission
        in which relief is granted to him or them by the Court."
  
        Section 200 of the Companies Act, 1963 of Ireland (as amended by the
  Companies (Amendment) Act, 1983) prohibits the giving (whether in the articles
  of association of a company or in any contract with a company or otherwise) of
  any exemption from or indemnity against any liability which by virtue of any
  rule of law would otherwise attach to an officer in respect of any negligence,
  default, breach of duty or breach of trust of which he may be guilty in relation
  to IONA. Any such officer may however be indemnified by IONA against any
  liability incurred by him in defending proceedings, whether civil or criminal,
  in which judgment is given in his favor or in which he is acquitted, or in
  connection with any application under Section 391 of the Companies Act, 1963 or
  Section 42 of the Companies (Amendment) Act, 1983 in which relief is granted to
  him by the court.
  
        Section 391 of the Companies Act, 1963 permits an Irish court to relieve
  an officer from liability for negligence, default, breach of duty or breach of
  trust if the court considers that the officer acted honestly and reasonably, and
  that, having regard to all the circumstances of the case, it considers that the
  officer ought fairly to be excused from liability.
  
        Under Section 42 of the Companies (Amendment) Act, 1983, a director of a
  company may be held liable for any amount that a nominee of the company fails to
  pay for the purpose of paying up any outstanding capital or paying any premium
  on shares held by the nominee on behalf of the company. Section 42 of the
  Companies (Amendment) Act, 1983, however, also permits an Irish court to relieve
  a director from such liability if the court considers that the director acted
  honestly and reasonably, and that, having regard to all the circumstances of the
  case, it considers that the director ought fairly to be excused from liability.
  
        Reference is made to the forms of Underwriting Agreement filed as Exhibits
  1.1 and 1.2 to IONA's Registration Statement Form F-1 (File No. 333-6396) and
  the form of Underwriting Agreement attached as Exhibit 1.1 to IONA's
  Registration Statement on Form F-3 (File No. 333-81212). The Underwriting
  Agreements provide that the underwriters are obligated, under certain
  circumstances, to indemnify directors, officers and controlling persons of IONA
  against certain liabilities, including liabilities under the Securities Act of
  1933.
  
        IONA has obtained directors and officers liability insurance for the
  benefit of its directors and certain of its officers.
  
                                        II-1
  <PAGE>
  EXHIBITS.
  
  <TABLE>
  <CAPTION>
  Exhibit No.                                          Description of Exhibit
  -----------                                          ----------------------
  <S>                 <C>
  4.1                 Specimen Certificate representing Ordinary Shares (filed as Exhibit 4.1 to the
                      Registrant's Registration Statement on Form F-1 (File No. 333-6396) and incorporated
                      herein by reference)
  
  4.2                 Restated Articles of Association, as amended, of the Registrant (filed as Exhibit 4.2
                      to the Registrant's Registration Statement on Form S-8 (File No. 333-11384) and
                      incorporated herein by reference)
  
  4.3                 Memorandum of Association, as amended, of the Registrant (filed as Exhibit 3.3 to the
                      Registrant's Registration Statement on Form F-1 (File No. 333-6396) and incorporated
                      herein by reference)
  
  4.4                 1997 Director Share Option Scheme (filed as Exhibit 10.3 to the Registrant's
                      Registration Statement on Form F-1 (File No. 333-6396) and incorporated herein by
                      reference)
  
  4.5                 1999 Employee Share Purchase Plan, as amended (filed as Exhibit 4.5 to the Registrant's
                      Registration Statement on Form S-8 (File No. 333-11384) and incorporated herein by
                      reference)
  
  5.1                 Opinion of William Fry
  
  23.1                Consent of William Fry (included in Exhibit 5.1)
  
  23.2                Consent of Ernst & Young
  
  24.1                Power of Attorney (included as part of the signature page of this Registration
                      Statement)
  </TABLE>
  
  
                                        II-2
  <PAGE>
  UNDERTAKINGS
  
        The undersigned registrant hereby undertakes:
  
        (1)   To file, during any period in which offers or sales are being made,
              a post-effective amendment to this registration statement:
  
              (i)   To include any prospectus required by section 10(a)(3) of the
                    Securities Act of 1933;
  
              (ii)  To reflect in the prospectus any facts or events arising after
                    the effective date of the registration statement (or the most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate, represent a fundamental change in the
                    information in the registration statement. Notwithstanding the
                    foregoing, any increase or decrease in volume of securities
                    offered (if the total dollar value of securities offered would
                    not exceed that which was registered) and any deviation from
                    the low or high end of the estimated maximum offering range
                    may be reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20%
                    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 (1)(i) and (1)(ii) above do not apply if
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission by the registrant pursuant to section 13 or
  section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
  reference in the registration statement.
  
        (2)   That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.
  
        (3)   To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.
  
        The undersigned registrant hereby also undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to our directors, officers and controlling persons
  pursuant to the foregoing provisions, or otherwise, we have been advised that in
  the opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Securities Act of 1933 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, we will, unless in the opinion of our counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by us is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
  
                                        II-3
  <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 Dublin, Country of Ireland, on this 16th day of May,
  2003.
  
                                        IONA TECHNOLOGIES PLC
  
                                        By:  /s/ Christopher J. Horn
                                             -------------------------------------
                                             Christopher J. Horn
                                             Chief Executive Officer and Director
  
                          POWER OF ATTORNEY AND SIGNATURES
  
        We, the undersigned officers and directors of IONA Technologies PLC,
  hereby severally constitute and appoint Christopher J. Horn and Daniel Demmer,
  and each of them singly, our true and lawful attorneys, with full power to them
  and each of them singly, to sign for us in our names in the capacities indicated
  below, any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable IONA Technologies PLC to comply
  with the provisions of the Securities Act of 1933, as amended, hereby ratifying
  and confirming our signatures as they may be signed by our said attorneys, or
  any of them, to said Registration Statement and all amendments thereto.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
               SIGNATURE                                     TITLE                                  DATE
               ---------                                     -----                                  ----
  <S>                                   <C>                                                     <C>
    /s/ Christopher J. Horn             Chief Executive Officer and Director                    May 16, 2003
  ------------------------------        (Principal Executive Officer)
  Christopher J. Horn
  
    /s/ Daniel Demmer                   Chief Financial Officer                                 May 16, 2003
  ------------------------------        (Principal Financial and Accounting Officer)
  Daniel Demmer
  
    /s/ Sean Baker                      Director                                                May 16, 2003
  ------------------------------
  Sean Baker
  
    /s/ William Burgess                 Director                                                May 16, 2003
  ------------------------------
  William Burgess
  
    /s/ Ivor Kenny                      Director                                                May 16, 2003
  ------------------------------
  Ivor Kenny
  
    /s/ James D. Maikranz               Director                                                May 16, 2003
  ------------------------------
  James D. Maikranz
  
    /s/ Kevin Melia                     Director                                                May 16, 2003
  ------------------------------
  Kevin Melia
  
    /s/ Francesco Violante              Director                                                May 16, 2003
  ------------------------------
  Francesco Violante
  </TABLE>
  
  
  <PAGE>
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit No.         Description of Exhibit
  -----------         ----------------------
  <S>                 <C>
  4.1                 Specimen Certificate representing Ordinary Shares (filed as Exhibit 4.1 to the
                      Registrant's Registration Statement on Form F-1 (File No. 333-6396) and incorporated
                      herein by reference)
  
  4.2                 Restated Articles of Association, as amended, of the Registrant (filed as Exhibit 4.2
                      to the Registrant's Registration Statement on Form S-8 (File No. 333-11384) and
                      incorporated herein by reference)
  
  4.3                 Memorandum of Association, as amended, of the Registrant (filed as Exhibit 3.3 to the
                      Registrant's Registration Statement on Form F-1 (File No. 333-6396) and incorporated
                      herein by reference)
  
  4.4                 1997 Director Share Option Scheme (filed as Exhibit 10.3 to the Registrant's
                      Registration Statement on Form F-1 (File No. 333-6396) and incorporated herein by
                      reference)
  
  4.5                 1999 Employee Share Purchase Plan, as amended (filed as Exhibit 4.5 to the Registrant's
                      Registration Statement on Form S-8 (File No. 333-11384) and incorporated herein by
                      reference)
  
  5.1                 Opinion of William Fry
  
  23.1                Consent of William Fry (included in Exhibit 5.1)
  
  23.2                Consent of Ernst & Young
  
  24.1                Power of Attorney (included as part of the signature page of this Registration
                      Statement)
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "IONA TECHNOLOGIES PLC", "cik": "0001032346", "assigned-sic": "7372", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105348", "film-number": "03709243"}, "business-address": {"street1": "THE IONA BUILDING", "street2": "SHELBOURNE ROAD BALLSBRIDGE", "city": "DUBLIN 4 IRELAND", "state": "L2", "zip": "00000", "phone": "01135316372000"}, "mail-address": {"street1": "THE IONA BUILDING", "street2": "SHELBOURNE ROAD BALLSBRIDGE", "city": "DUBLIN 4 IRELAND", "state": "L2", "zip": "00000"}, "former-company": {"former-conformed-name": "IONA TECHNOLOGIES LTD", "date-changed": "19970206"}}
text: As filed with the Securities and Exchange Commission on May 16, 2003
                                                        Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                IONA TECHNOLOGIES PLC
               (Exact Name of Registrant as specified in its charter)
  
              IRELAND                                      04-3363877
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                                  THE IONA BUILDING
                            SHELBOURNE ROAD, BALLSBRIDGE
                                  DUBLIN 4, IRELAND
                                (011) 353-1-637-2000
                 (Address of Principal Executive Offices) (Zip Code)
  
                     ------------------------------------------
  
                          1997 DIRECTOR SHARE OPTION SCHEME
                          1999 EMPLOYEE SHARE PURCHASE PLAN
                              (Full title of the plan)
  
                     ------------------------------------------
  
                              SUSAN H. ALEXANDER, ESQ.
                             C/O IONA TECHNOLOGIES, INC.
                                   200 WEST STREET
                            WALTHAM, MASSACHUSETTS 02451
                 (Name and Address of Agent for Service of Process)
  
                                   (781) 902-8000
            (Telephone Number, Including Area Code, of Agent For Service)
  
                     ------------------------------------------
  
                                      Copy to:
                                John A. Meltaus, Esq.
                              Mark T. Bettencourt, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
  ================================================================================
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  Proposed
                                                                    Proposed Maximum        Maximum
  Title of Securities                            Amount to be      Offering Price Per      Aggregate           Amount of
  to be Registered                                Registered              Share          Offering Price    Registration Fee
  ----------------                                ----------              -----          --------------    ----------------
  1997 DIRECTOR SHARE OPTION SCHEME                  250,000              $1.60  (1)        $400,000            $32.36
  Ordinary Shares (par value E0.0025 per
  share)
  
  1999 EMPLOYEE SHARE PURCHASE PLAN                  500,000  (2)         $1.60  (1)        $800,000            $64.72
  Ordinary Shares (par value E0.0025 per
  share)
  -------------------------------------------------------------------------------------------------------------------------
  TOTAL:                                                                                   $1,200,000           $97.08
  -------------------------------------------------------------------------------------------------------------------------
  (1)The price of $1.60 per share, which is the average of the high and low prices
  for the American Depositary Receipts evidencing American Depositary Shares
  representing the Registrant's Ordinary Shares, as reported on the Nasdaq
  National Market on May 12, 2003, is set forth solely for purposes of calculating
  the filing fee pursuant to Rule 457(c) and (h).
  
  (2)Includes up to 139,916 shares that may be reoffered and resold by
  non-affiliates of the Registrant.
  
  This Registration Statement registers additional securities of the same class as
  other securities for which a Registration Statement on Form S-8 (No. 333-06850),
  relating to the 1997 Director Share Option Scheme, and a Registration Statement
  on Form S-8 (No. 333-11384), relating to the 1999 Employee Stock Purchase Plan,
  as filed with the Securities and Exchange Commission on April 29, 1997 and
  January 21, 2000, respectively, are effective. Pursuant to General Instruction E
  on Form S-8, the contents of the above listed Registration Statements are hereby
  incorporated by reference herein.
  EXPLANATORY NOTE
  
        This Registration Statement has been prepared in accordance with the
  requirements of Form S-8 and registers our Ordinary Shares reserved for issuance
  upon exercise of options granted or available for grant pursuant to our 1997
  Director Share Option Scheme and reserved for issuance pursuant to our 1999
  Employee Stock Purchase Plan. In accordance with the requirements of Form S-8,
  this Registration Statement also includes a Prospectus which relates to the
  reoffer and resale by selling shareholders of Ordinary Shares covered by the
  Prospectus. Unless otherwise provided herein or required by the context,
  references to "we", "us", "IONA" or the "Company" in this registration statement
  shall mean IONA Technologies PLC and its world-wide subsidiaries, collectively.
  PROSPECTUS
  
                                IONA TECHNOLOGIES PLC
  
                              ------------------------
  
                         139,916 AMERICAN DEPOSITARY SHARES
  
                                    REPRESENTING
  
                               139,916 ORDINARY SHARES
  
                              ------------------------
  
        This prospectus relates to the reoffer and resale of 139,916 American
  Depositary Shares (ADSs), representing 139,916 ordinary shares of IONA
  Technologies PLC, each E0.0025 par value per share. All of the ADSs are being
  offered for sale by selling shareholders. We will not receive any proceeds from
  the sale of ADSs by any of the selling shareholders. Our ADSs, evidenced by
  American Depositary Receipts (ADRs), are quoted on the Nasdaq National Market
  under the symbol "IONA." Each ADR evidences one ADS. Each ADS represents one
  ordinary share. Our ordinary shares are listed as a secondary listing on the
  Official List of the Irish Stock Exchange Limited under the symbol "IOP."
  
        INVESTING IN OUR ADSS INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2.
  
        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
  PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
  
                              ------------------------
  
        No person has been authorized to give any information or to make any
  representation other than those contained in this prospectus in connection with
  the offering made hereby, and if given or made, such information or
  representation must not be relied upon as having been authorized by us or by any
  other person. Neither the delivery of this prospectus nor any sale made
  hereunder shall, under any circumstances, create any implication that
  information herein is correct as of any time subsequent to the date hereof. This
  prospectus does not constitute an offer to sell or a solicitation of any offer
  to buy any security other than the securities covered by this prospectus, nor
  does it constitute an offer to or solicitation of any person in any jurisdiction
  in which such offer or solicitation may not be lawfully made.
  
                               -----------------------
  
                    The date of this prospectus is May 16, 2003.
  IONA TECHNOLOGIES PLC
  
        We are in the integration software business. We make software work
  together so our customers can make better decisions, run their businesses more
  efficiently and improve their business results. Our Rapid Integration software
  products enable our customers to build, maintain and scale their disparate
  computing environments while preserving and extending existing information
  technology investments. We also offer professional services, including ongoing
  customer support and maintenance as well as high-level application design
  consultation, education and product implementation.
  
        Our corporate headquarters are located at The IONA Building, Shelbourne
  Road, Dublin 4, Ireland. Our telephone number at that location is + 353 (1)
  637-2000.
  
        Our ordinary shares are listed as a secondary listing on the Official List
  of the Irish Stock Exchange. The high and low sales prices of our ordinary
  shares on the Irish Stock Exchange in April 2003 were E2.05 and E1.21,
  respectively. Our ADSs evidenced by ADRs are quoted on the Nasdaq National
  Market. The high and low sales prices of our ADSs on the Nasdaq National Market
  in April 2003 were $2.20 and $1.25, respectively.
  
        Unless otherwise provided herein or required by the context, references to
  "we", "us" or "IONA" in this prospectus shall mean IONA Technologies PLC and its
  world-wide subsidiaries, collectively.
  
                                         1
  RISK FACTORS
  
        An investment in our shares involves a high degree of risk. You should
  carefully consider the risks described below and in the documents referred to,
  and incorporated by reference in, this prospectus before deciding to invest in
  our shares. If any of the following risks actually occurs, our business,
  financial condition or results of operations could be materially and adversely
  affected. In such case, the price of our ADSs could decline and you could lose
  all or part of your investments.
  
        This prospectus also contains forward-looking statements that involve
  risks and uncertainties. Our actual results could differ materially from those
  anticipated in these forward-looking statements as a result of certain factors,
  including the risks faced by us described below and elsewhere in this
  prospectus. See "Forward Looking Statements."
  
                       RISK FACTORS RELATING TO OUR OPERATIONS
  
  A FURTHER DECLINE IN INFORMATION TECHNOLOGY SPENDING MAY RESULT IN A DECREASE IN
  OUR REVENUES OR LOWER GROWTH RATES.
  
        The slowdown in global economies has negatively affected the level of
  spending of our customers on information technology (IT) solutions. We cannot
  predict if or when the growth rate of worldwide economies will rebound, or when
  or if demand for IT solutions will increase. A further decline or lack of growth
  in the demand for IT solutions may result in decreased revenues or lower growth
  rates because our sales depend in part on our customers' level of funding for
  new or additional IT systems or services. Continuation of the current economic
  downturn may cause our customers to reduce or eliminate IT spending, which would
  substantially reduce the number of new software licenses we sell. An economic
  downturn may also cause price erosion for our products, which would reduce the
  average sales price for these licenses.
  
        In addition, actual or threatened terrorist attacks in the United States,
  related military actions and events or effects occurring in response to those
  developments may reduce the amount or delay the timing of capital expenditures
  by corporations for IT. Accordingly, we cannot be assured that we will be able
  to increase or maintain our revenues.
  
  OUR LENGTHY AND VARIABLE SALES CYCLE MAKES IT DIFFICULT TO PREDICT OUR OPERATING
  RESULTS.
  
        It is difficult to forecast the timing and recognition of our revenues
  because our prospective customers often dedicate a significant amount of time to
  evaluating our products before licensing them. The period between initial
  customer contact and purchase by a customer may extend twelve months or more.
  During the evaluation process, prospective customers may decide not to purchase
  or may scale down proposed orders of our products for various reasons including:
  
        -     reduced demand for our products or for integration software
              generally;
  
        -     introduction of products by our competitors;
  
        -     lower prices offered by our competitors;
  
        -     changes in budgets and purchasing priorities; and
  
        -     changes by prospective customers in their approach with respect to
              the integration of enterprise applications.
  
  WE MAY EXPERIENCE FLUCTUATIONS IN QUARTERLY REVENUE THAT COULD ADVERSELY IMPACT
  OUR OPERATING RESULTS.
  
        Our revenues and operating results are difficult to predict and may
  fluctuate significantly from quarter to quarter. Historically, our product
  revenue in the first quarter of each year has declined from the fourth quarter
  of the prior year. Revenue in any quarter depends substantially upon our ability
  to sign contracts and our ability to
  
                                         2
  recognize revenues in that quarter in accordance with revenue recognition
  policies. Therefore, you should not rely on period to period comparisons of
  revenues or results of operations as an indication of future performance. If our
  quarterly revenues or operating results fall below expectations of investors or
  securities analysts, the price of our ordinary shares and ADSs could fall
  substantially.
  
        Our quarterly revenues may fluctuate as a result of a variety of factors,
  including the following:
  
        -     a significant number of our prospective customers decide whether to
              enter into license agreements with us within the last month of each
              quarter;
  
        -     the size of transactions can vary significantly;
  
        -     the demand for our products may change;
  
        -     customers may unexpectedly postpone orders due to changes in their
              strategic priorities, project objectives, budget or personnel;
  
        -     customer evaluations and purchasing processes vary significantly
              from company to company, and a customer's internal approval and
              expenditure authorization process can be difficult and time
              consuming to complete, even after selection of a vendor;
  
        -     the number, timing and significance of product enhancements and new
              product announcements by us and our competitors may affect purchase
              decisions; and
  
        -     we may have to defer revenues under our revenue recognition
              policies.
  
        Fluctuations in our quarterly revenues may adversely affect our operating
  results. In each fiscal quarter our expense levels, operating costs and hiring
  plans are based on projections of future revenues and are relatively fixed. If
  our actual revenues fall below expectations, we could experience a reduction in
  operating results.
  
  WE RECENTLY MADE SIGNIFICANT CHANGES TO OUR SENIOR MANAGEMENT TEAM.
  
        Our future success depends to a significant extent on the effective
  working relationships and management of our senior management team. On May 15,
  2003, Dr. Christopher J. Horn reassumed the position of chief executive officer
  of IONA. At that time, we announced the resignation of three executive officers.
  Other managers have also left IONA recently. The disruption caused by these
  changes, the failure of our management team to develop effective working
  relationships or their failure to effectively manage our business could have a
  material adverse effect on our business, results of operations and financial
  condition. In addition, if we are unable to successfully integrate recent
  additions or hire future additions to the team, our business, results of
  operations and financial condition will suffer.
  
  WE HAVE EXPERIENCED SIGNIFICANT VARIATIONS IN PROFITABILITY AND ANTICIPATE THAT
  WE WILL CONTINUE TO DO SO IN THE FUTURE.
  
        Our levels of profitability have varied significantly on a quarterly and
  annual basis. These variations were attributable to fluctuations in revenue and
  costs, including costs associated with the development and introduction of new
  products and services, charges associated with acquisitions, and certain
  nonrecurring expenses attributable to the settlement of litigation,
  restructuring and impairment of goodwill, indefinite lived intangible assets and
  other non-current assets. There can be no certainty that we will not experience
  similar variations in profitability in future periods for these or other
  factors, and any such variation could have a significant impact on the market
  value of our ordinary shares and ADSs.
  
  IF WE ARE UNABLE TO SUCCESSFULLY IMPLEMENT AND MANAGE COST REDUCTION MEASURES,
  OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION WILL BE ADVERSELY
  IMPACTED.
  
        We are implementing additional measures to reduce our expenses, including
  a reduction in our workforce. Our operations may be disrupted during
  implementation and any disruption could have a material adverse effect on our
  
                                         3
  business and results of operations. In addition, we may not be fully able to
  align our cost structure with the demand for our products. If we do not
  successfully and appropriately reduce expenses, our business, results of
  operations and financial condition will be materially and adversely affected.
  
  OUR FUTURE REVENUE DEPENDS UPON THE EVOLUTION AND ADOPTION OF WEB SERVICES AND
  RELATED INTEGRATION SOLUTIONS.
  
        We believe that there is an emerging demand for Web services and related
  integration solutions. Therefore, we have invested significant amounts in
  developing and introducing products to meet the development, deployment and
  integration requirements of enterprises implementing Web services. If the market
  for Web services infrastructure solutions does not evolve as we anticipate or
  fails to grow as quickly as we expect, we may be unable to implement our
  strategy or achieve the growth rate that we target.
  
        The acceptance of our recently launched Rapid Integration software also
  depends upon the development and proliferation of Web services standards for
  application integration. If these standards do not continue to develop or gain
  widespread acceptance, the demand for our products and services may not
  materialize. Consequently, our business prospects and financial condition would
  suffer.
  
  IF WE FAIL TO KEEP PACE WITH RAPIDLY EVOLVING TECHNOLOGY AND CHANGING CUSTOMER
  NEEDS, OUR BUSINESS WILL SUFFER.
  
        The market for enterprise infrastructure software is characterized by
  rapidly changing technology, evolving industry standards and changing customer
  needs. Therefore, our success will depend upon our ability to enhance our
  existing products and to introduce and market new products to meet changing
  customer requirements on a timely and cost-effective basis. If we experience
  delays in the introduction of new or enhanced products, or if we are unable to
  anticipate or respond adequately to these changes, our products could be
  rendered obsolete and our business could be materially harmed.
  
  POTENTIAL DEFECTS IN OUR PRODUCTS OR OUR FAILURE TO PROVIDE SERVICES FOR OUR
  CUSTOMERS COULD CAUSE OUR SALES TO DECREASE, CAUSE US TO LOSE CUSTOMERS AND
  DAMAGE OUR REPUTATION.
  
        The products that we offer include newly-launched products with a short
  track record. These products may contain defects that may be detected at any
  point in the product's life cycle. We have in the past discovered errors in
  certain of our product enhancements and new products and have experienced delays
  in generating revenue while correcting these errors. Our products are often used
  in combination with products of other vendors. As a result, it may be difficult
  to identify the source of any problem. If defects occur, we could experience,
  among other things:
  
        -     loss of customers;
  
        -     injury to our reputation;
  
        -     loss or delay of market acceptance or sales;
  
        -     increased service or warranty costs; or
  
        -     legal action by our customers.
  
        In addition, we may not be able to avoid or limit liability for disputes
  relating to product performance or provision of services.
  
  IF WE DO NOT MANAGE OUR EXPENSES AND GEOGRAPHICALLY DISPERSED OPERATIONS
  SUCCESSFULLY, WE MAY BE UNABLE TO RESPOND TO CHANGING MARKET CONDITIONS.
  
        The IT integration market is becoming increasingly volatile. To address
  this volatility and global economic conditions generally, we have taken measures
  to bring our workforce, staffing and structure in line with perceived current
  demand for our products. If we misjudge our personnel needs or cannot
  successfully manage our expenses, then our business, financial condition and
  results of operations would be materially adversely affected. Our future
  
                                         4
  operating results will depend substantially upon the ability of our officers and
  key employees to anticipate changing business conditions and manage personnel
  and other costs while increasing sales.
  
        We face additional risks in managing geographically dispersed operations.
  Some of our key executives and managers are based in our Dublin, Ireland
  headquarters and others in our wholly-owned U.S. subsidiary's Waltham,
  Massachusetts office. Accordingly, our ability to compete successfully will
  depend in part on the ability of a limited number of key executives located in
  geographically dispersed offices to integrate management, to address the needs
  of our worldwide customer base and to respond to changes in our market. In
  addition, our ability to manage our operations and financial performance would
  be materially adversely affected if terrorist attacks or military or other
  political events prohibit or restrict the travel of our personnel.
  
  WE MAY BE REQUIRED TO DELAY REVENUE RECOGNITION INTO FUTURE PERIODS WHICH COULD
  ADVERSELY IMPACT OUR OPERATING RESULTS.
  
        We may have to defer revenue recognition due to several factors, including
  whether:
  
        -     we are required to accept extended payment terms;
  
        -     the transaction involves contingent payment terms or fees;
  
        -     the transaction involves acceptance criteria or there are identified
              product-related issues; or
  
        -     license agreements include products that are under development or
              other undelivered elements.
  
        Because of the factors listed above and other specific requirements under
  U.S. GAAP for software revenue recognition, we must have very precise terms in
  our license agreements to recognize revenue when we initially deliver our
  products or perform services. Negotiation of mutually acceptable terms and
  conditions can extend the sales cycle, and sometimes we do not obtain terms and
  conditions that permit revenue recognition at the time of delivery or even as
  work on the project is completed.
  
  WE DEPEND ON LARGE TRANSACTIONS TO DERIVE A SIGNIFICANT PORTION OF OUR REVENUE,
  AND THE DELAY OR LOSS OF ANY LARGE CUSTOMER ORDER COULD ADVERSELY AFFECT OUR
  QUARTERLY OR ANNUAL OPERATING RESULTS.
  
        We derive a significant portion of our revenue from large transactions.
  Customers face complex decisions regarding approaches to the development,
  deployment and integration of enterprise applications, competitive product
  offerings, rapidly changing software technologies, and limited internal
  resources. We must often negotiate terms and conditions in large sales
  transactions. These terms and conditions can extend the sales cycle and, in
  certain situations, result in deferred recognition of revenue from the sale.
  Prospective sales are subject to delays or cancellation over which we have
  little or no control. If any large customer order anticipated for a particular
  quarter is not realized or is delayed, we may experience an unplanned shortfall
  in revenue, which could significantly and adversely affect our operating
  results.
  
  OUR INABILITY TO CREATE AND PRESERVE RELATIONSHIPS WITH SOFTWARE VENDORS,
  SYSTEMS INTEGRATORS OR OTHER THIRD PARTIES THAT MARKET AND SELL OUR PRODUCTS
  COULD REDUCE OUR REVENUES.
  
        Our ability to achieve revenue growth will depend in large part on
  expanding our sales channels, as well as leveraging our existing strategic
  alliances. If our relationships with these software vendors or system
  integrators deteriorate or terminate, or if we are unable to form new
  relationships, we may lose important sales and marketing opportunities. Our
  distribution arrangements could give rise to disputes regarding marketing
  strategy, exclusive territories and customer relationships which could
  negatively affect our business or result in costly litigation. In addition, if
  these software vendors and system integrators are unable to recruit and
  adequately train a sufficient number of consulting personnel to support the
  implementation of our software products, or they otherwise do not adequately
  perform implementation services, we may lose customers. These systems
  integrators may increase their promotion of competing enterprise integration
  solutions or may otherwise discontinue their relationships with or support of
  us. Our relationships with software vendors and systems integrators are an
  important part of our business, and a deterioration of these relationships could
  adversely impact our business and operating results.
  
                                         5
  We also may enter into joint arrangements with strategic partners to
  develop new products or enhancements, or to license our offerings as part of
  integrated products. Our business may be adversely affected if these strategic
  partners change their business priorities or experience difficulties in their
  operations, which in either case causes them to terminate or reduce their
  support for these joint arrangements.
  
  WE CURRENTLY DERIVE MOST OF OUR REVENUE FROM A LIMITED NUMBER OF OUR PRODUCTS.
  
        To date, we have derived most of our revenue from the licensing of our
  products that currently compose our Orbix products and fees from related
  services. We expect these products to continue to account for a substantial
  majority of our revenue for the foreseeable future. As a result, a reduction in
  demand for, or sales of, these products would have a material adverse effect on
  our business, financial condition and results of operations. In addition, our
  business will depend, in significant part, on the successful development,
  introduction and customer acceptance of new and enhanced versions of our
  products. We may not successfully develop, introduce or market new products or
  enhancements or additions to our existing products. Any failure to do so would
  materially adversely affect our business, financial condition and results of
  operations.
  
  IF WE DO NOT SUCCESSFULLY EXPAND AND MANAGE OUR DIRECT SALES FORCE AND OTHER
  DISTRIBUTION CHANNELS, WE MAY NOT BE ABLE TO INCREASE OUR SALES.
  
        To date, we have sold our products primarily through our direct sales
  force, software vendors and system integrators. We plan to continue to invest
  in, and rely on sales through, these distribution channels and other indirect
  channels. We experience lower profit margins on the distribution of our products
  through third-party distribution channels. We may not be able to expand or
  manage successfully our direct sales force or other distribution channels.
  Further, any such expansion may not result in an increase in revenue or
  operating income. If we fail to expand or manage successfully our direct sales
  force or other distribution channels, our business, financial condition and
  results of operations would materially suffer.
  
  WE OPERATE IN HIGHLY COMPETITIVE MARKETS AND WE MAY BE UNABLE TO COMPETE
  SUCCESSFULLY.
  
        The market for enterprise infrastructure software solutions is highly
  competitive. We expect this competition to increase. Our products compete with
  offerings from a number of established infrastructure vendors, as well as
  offerings from new software companies. Some of these companies offer products
  that compete with single components of our product set, while other companies
  market a set of products designed to solve broad integration problems.
  
        We compete principally against vendors of:
  
        -     enterprise infrastructure software;
  
        -     enterprise application integration software; and
  
        -     Web services integration software.
  
        We believe that our ability to compete depends in part on a number of
  factors outside of our control, including:
  
        -     the demand for our products;
  
        -     the development by others of software that is competitive with our
              products;
  
        -     the price at which others offer comparable products;
  
        -     the ability of our competitors to respond effectively to customer
              needs;
  
        -     the ability of our competitors to market their products aggressively
              and effectively; and
  
        -     the ability of our competitors to hire, retain and motivate key
              personnel.
  
                                         6
  In addition, a number of our competitors have substantially greater
  technical, financial, sales, marketing, customer support, professional services
  and other resources, as well as greater name recognition, than we do. As a
  result, our competitors may be able to adapt more quickly to new or emerging
  technologies and changes in customer requirements, to devote greater resources
  to the promotion and sale of their products, or to establish more successful
  strategic relationships with industry leaders and other third parties than we
  can. Further, certain of our larger competitors may be able to offer competitive
  products or technologies as part of their broader product or service offerings
  or may make strategic acquisitions or establish cooperative relationships among
  themselves or with third parties, thereby increasing the ability of their
  products to address the needs of our current and prospective customers.
  Accordingly, it is possible that new competitors or alliances among our current
  and potential competitors may emerge and rapidly gain significant market share.
  This type of competition could materially adversely affect our ability to
  license products and provide services on terms favorable to us. In addition,
  among our smaller competitors, the competition for remaining market share is
  intense. Due to competitive pressures, we could be forced to reduce the price of
  our products and related services. Lower sales or reduced prices would
  negatively impact our operating results and financial condition.
  
        Many of our competitors have a significant installed base that includes
  our current and potential customers. Once a customer has installed the products
  of one of our competitors, it may be difficult to convince the customer to adopt
  or purchase our products. If we are unable to further penetrate our existing
  customer base or sell to new clients, our business prospects and financial
  condition would suffer.
  
  WE MAY BE UNABLE TO IDENTIFY OR COMPLETE SUITABLE ACQUISITIONS, AND ANY
  ACQUISITIONS WE DO COMPLETE MAY CREATE BUSINESS DIFFICULTIES OR DILUTE OUR
  SHAREHOLDERS.
  
        As part of our business strategy, we may pursue strategic acquisitions. We
  may be unable to identify suitable acquisition candidates. We cannot assure you
  that we will be able to make acquisitions on commercially acceptable terms or at
  all. If we acquire a business, technology or product, we may have difficulty
  integrating that business, technology or product with our existing operations or
  our software. These difficulties could disrupt our ongoing business, distract
  our management and workforce, increase our expenses and adversely affect our
  operating results. In addition, the key personnel of an acquired entity may
  decide not to work for us. We may also incorrectly judge the value or worth of
  an acquired business, technology or product. Furthermore, we may incur
  significant debt or be required to issue equity securities to pay for future
  acquisitions or investments. The issuance of equity securities may be dilutive
  to our shareholders.
  
  IF WE ARE UNABLE TO ATTRACT AND RETAIN HIGHLY QUALIFIED PERSONNEL, OUR FUTURE
  RESULTS WOULD BE ADVERSELY AFFECTED.
  
        We depend to a significant extent upon a limited number of senior
  executives. We face intense competition for highly qualified personnel. If we
  fail to attract, retain or assimilate key personnel, our business, financial
  condition and results of operations would materially suffer.
  
  WE FACE VARIOUS RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS THAT COULD
  CAUSE OUR OPERATING RESULTS TO SUFFER.
  
        We are incorporated in Ireland and substantial portions of our product
  development, marketing, sales and administrative functions are located in
  Ireland. Our sales are derived, and our operations are conducted, worldwide. We
  expect that operations outside of the United States will continue to account for
  a significant portion of our business and we intend to continue to expand our
  operations outside of the United States. Because of the international character
  of our business, we are subject to risks such as:
  
        -     fluctuations in currency exchange rates;
  
        -     political and economic conditions in various jurisdictions;
  
        -     unexpected changes in regulatory requirements, tariffs and other
              trade barriers;
  
        -     failure to enter into relationships with local resellers, systems
              integrators or other third party vendors, or to introduce localized
              products;
  
                                         7
  -     difficulties in staffing and managing foreign operations;
  
        -     longer accounts receivable payment cycles; and
  
        -     differing laws affecting the enforceability of intellectual property
              rights and product liability.
  
        If any of these risks materializes, revenue derived from customers outside
  the United States could decrease, and our business, financial condition and
  results of operations could materially suffer.
  
  IF OUR EFFECTIVE TAX RATE INCREASES, OUR BUSINESS AND FINANCIAL RESULTS WOULD BE
  ADVERSELY IMPACTED.
  
        We have significant operations and generate a substantial portion of our
  taxable income in Ireland. In general, the tax rate in Ireland on trading
  income, which is 12.5% as of January 1, 2003, is significantly lower than U.S.
  tax rates. Moreover, our Irish taxable income derived from software
  substantially developed in Ireland is taxed at a 10% effective tax rate. If our
  operations no longer qualify for these lower tax rates or if the tax laws were
  rescinded or changed, our effective tax rate would increase and our business,
  financial condition and results of operations could be materially adversely
  affected. In addition, if U.S., U.K., German, Australian or other tax
  authorities were to challenge successfully the manner in which we recognize
  profits or, more generally, the jurisdiction in which our income is subject to
  taxation, our effective tax rate could increase and our cash flow and results of
  operations could be materially adversely affected. If our revenues fail to grow
  we will become increasingly dependent on favorable tax rates to maintain our
  earnings.
  
  OUR U.S. HOLDERS OF OUR ORDINARY SHARES OR ADSS COULD SUFFER ADVERSE TAX
  CONSEQUENCES IF WE ARE CHARACTERIZED AS A PASSIVE FOREIGN INVESTMENT COMPANY.
  
        If, for any taxable year, our passive income or our assets that produce
  passive income exceed levels provided by law, we may be characterized as a
  passive foreign investment company, or PFIC, for U.S. federal income tax
  purposes. This characterization could result in adverse U.S. tax consequences to
  the holders of our ordinary shares or ADSs. U.S. persons should consult with
  their own U.S. tax advisors with respect to the U.S. tax consequences of
  investing in our ordinary shares or ADSs.
  
  THE RIGHTS OF SHAREHOLDERS IN IRISH CORPORATIONS MAY BE MORE LIMITED THAN THE
  RIGHTS OF SHAREHOLDERS IN U.S. CORPORATIONS.
  
        The rights of holders of our ordinary shares and, therefore, some of the
  rights of the holders of our ADSs are governed by Irish law and the laws of the
  European Union. As a result, the rights of our shareholders differ from, and may
  be more limited than, the rights of shareholders in typical U.S. corporations.
  In particular, Irish law significantly limits the circumstances under which
  shareholders of Irish corporations may bring derivative actions.
  
  WE HAVE A LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND
  OTHERS COULD OBTAIN AND USE OUR TECHNOLOGY WITHOUT OUR AUTHORIZATION.
  
        We regard certain of our technologies as proprietary, and we rely
  primarily on a combination of patent, copyright, trademark and trade secret
  laws, employee and third-party non-disclosure agreements, and technical measures
  to establish and protect our proprietary rights. The laws of various countries
  in which our products may be licensed may not protect our proprietary rights to
  the same extent as the laws of the United States and Ireland. While we generally
  enter into confidentiality agreements and limit access to, and distribution of,
  our proprietary information, it is possible for a third party to copy or
  otherwise obtain and use our technology without authorization. Third parties may
  reproduce our software products without our consent. In addition, it is possible
  that our means of protecting our proprietary rights will not be adequate. Any
  unauthorized reproduction or inadequate protection could have a material adverse
  effect on our business, financial condition or results of operations.
  
                                         8
  IF WE DO NOT HAVE THE RIGHT TO USE THIRD-PARTY TECHNOLOGY, WE MAY HAVE TO STOP
  SELLING AND SHIPPING PRODUCTS AND INCUR SIGNIFICANT DEVELOPMENT OR LICENSE
  EXPENSES.
  
        We use and incorporate third-party technology in our products. If we do
  not have adequate rights to use this technology or our rights terminate, we
  could be required to:
  
        -     stop using the third-party technology;
  
        -     stop selling and shipping our products in which the third-party
              technology is used; or
  
        -     incur significant expenses to identify and obtain replacement
              technology or develop similar technology or to obtain a new license
              to the third-party technology.
  
        We may not be able to develop technology or identify other technology with
  functionality similar to this third-party technology. In addition, we may not be
  able to obtain a license to this third-party technology on acceptable terms or
  at all, and we may be liable for damages in the event of any unauthorized use.
  If any of these events occur, our business, financial condition and results of
  operations could be materially adversely affected.
  
  WE MAY BE EXPOSED TO SIGNIFICANT LIABILITY IF WE INFRINGE UPON THE INTELLECTUAL
  PROPERTY OR PROPRIETARY RIGHTS OF OTHERS.
  
        Third parties have notified us, and others may notify us, from time to
  time, that they believe we are infringing certain of their patents and other
  intellectual property rights. The cost of responding to any such assertion may
  be material, whether or not the assertion is valid. In the event that any such
  assertion is resolved adversely to us, we could be required to:
  
        -     discontinue the use of certain processes;
  
        -     cease the use and sale of infringing products and services;
  
        -     expend significant resources to develop non-infringing technology;
  
        -     obtain licenses to competing technology; or
  
        -     indemnify customers under certain clauses relating to intellectual
              property rights in our licenses.
  
        We may be unable to obtain licenses on acceptable terms or at all. We may
  become a party to litigation, and the court may assess damages. If we fail to
  obtain licenses, adverse or protracted litigation arises out of any such
  assertion or damages are assessed, our business, financial condition or results
  of operations could be materially adversely affected.
  
  LEGISLATIVE ACTIONS, HIGHER INSURANCE COSTS AND POTENTIAL NEW ACCOUNTING
  PRONOUNCEMENTS MAY AFFECT OUR FUTURE FINANCIAL POSITION AND RESULTS OF
  OPERATIONS.
  
        To comply with the recently adopted Sarbanes-Oxley Act of 2002, as well as
  proposed changes to listing standards by Nasdaq, we may be required to hire
  additional personnel and utilize additional outside legal, accounting and
  advisory services, all of which will cause our general and administrative costs
  to increase. Insurers may increase premiums as a result of high claims rates
  experienced by them over the past year, and so our premiums for our various
  insurance policies, including our directors' and officers' insurance policies,
  are likely to increase. Proposed changes in the accounting rules, including
  legislative and other proposals to account for employee stock options as a
  compensation expense among others, could materially increase the expenses that
  we report under generally accepted accounting principles and adversely affect
  our operating results.
  
                                         9
  FORWARD-LOOKING STATEMENTS
  
        This prospectus and the information incorporated by reference into this
  prospectus contain forward-looking statements within the meaning of the federal
  securities laws that relate to future events or our future financial
  performance. In some cases, you can identify forward-looking statements by
  terminology such as "may," "will," "should," "could," "expect," "plan,"
  "anticipate," "believe," "estimate," "predict," "intend," "potential" or
  "continue" or the negative of such terms or other comparable terminology. These
  forward-looking statements include, but are not limited to, statements regarding
  our plans and objectives, our business strategies, and economic and market
  conditions. These statements are neither promises not guarantees and are subject
  to risks and uncertainties that could cause actual results to differ materially
  from those anticipated or indicated. We are under no duty to update any of the
  forward-looking statements or to conform these statements to actual results. You
  should not expect that we will update or supplement any of the forward-looking
  statements as a result of changing circumstances or otherwise, and we disavow
  and disclaim any obligation to do so.
  
                                   USE OF PROCEEDS
  
        We will not receive any proceeds from the sale of the ADSs representing
  ordinary shares by the selling shareholders.
  
                                SELLING SHAREHOLDERS
  
        The selling shareholders, who are not our affiliates, may sell up to an
  aggregate of 139,916 ADSs representing our ordinary shares pursuant to this
  prospectus. No selling shareholder may sell more than 1,000 ADSs representing
  our ordinary shares pursuant to this prospectus. These ADSs may be offered from
  time to time by any of the selling shareholders or by those individuals and
  entities to whom they may transfer or distribute the shares.
  
        To the best of our knowledge, none of the selling shareholders had any
  material relationship with us or any of our affiliates, other than that of
  employee, within the three-year period ending on the date of this prospectus.
  
                                         10
  PLAN OF DISTRIBUTION
  
        The ADSs offered under this prospectus may be sold from time to time by or
  for the account of any of the selling shareholders or by those individuals and
  entities to whom they pledge, donate, distribute or transfer their shares or
  other successors in interest. The selling shareholders may also loan or pledge
  the shares registered under this prospectus to a broker-dealer and the
  broker-dealer may sell the shares so loaned or upon a default the broker-dealer
  may effect sales of the pledged shares using this prospectus. The selling
  shareholders will act independently of us in making decisions with respect to
  the timing, manner and size of each sale.
  
        The distribution of the ADSs offered under this prospectus by the selling
  shareholders is not subject to any underwriting agreement. The selling
  shareholders may sell the ADSs offered under this prospectus on the Nasdaq
  National Market or in private sales at negotiated prices, directly to a
  purchaser or through a broker. The ADSs offered under this prospectus may be
  sold:
  
        -     at a fixed offering price, which may be changed;
  
        -     at the prevailing market price at the time of sale;
  
        -     at prices related to such prevailing market price; or
  
        -     at negotiated prices.
  
        The selling shareholders and any underwriter, dealer or agent who
  participate in the distribution of the ADSs may be deemed to be "underwriters"
  under the Securities Act of 1933, as amended (Securities Act), and any discount,
  commission or concession received by those persons might be deemed to be an
  underwriting discount or commission under the Securities Act.
  
        To comply with the securities laws of certain states, if applicable, the
  ADSs offered under this prospectus will be sold in those jurisdictions only
  through registered or licensed brokers or dealers. In addition, in certain
  states these ADSs may not be sold unless they have been registered or qualified
  for sale in the applicable state or an exemption from the registration or
  qualification requirement is available and is complied with.
  
        If and when any of the shares covered by this prospectus qualifies for
  sale under Rule 144 under the Securities Act, they may be sold under Rule 144
  rather than under this prospectus.
  
        Since the selling shareholders are not restricted as to the price or
  prices at which they may sell the ADSs offered under this prospectus, sales of
  these ADSs at less than the market prices may depress the market price of our
  ADRs on the Nasdaq National Market or our ordinary shares on the Irish Stock
  Exchange.
  
        Under applicable rules and regulations under the Securities Exchange Act
  of 1934, as amended (Securities Exchange Act), any person engaged in the
  distribution of the ADSs offered under this prospectus may not simultaneously
  engage in market making activities with respect to the shares for a period of
  time prior to the commencement of the distribution. In addition, each selling
  shareholder will be subject to applicable provisions of the Securities Exchange
  Act and the rules and regulations thereunder, including, but not limited to,
  Rule 10b-5 and Regulation M, which provisions may limit the timing of purchases
  and sales of the shares by the selling shareholders.
  
        We are paying the expenses of registering these ADSs for offer and sale by
  the selling shareholders, which include the registration fee paid to the
  Securities and Exchange Commission and legal fees associated with the
  preparation and filing of the registration statement of which this prospectus is
  a part. Selling shareholders will be responsible for paying their own selling
  expenses in relation to the sale of the ADSs, including, without limitation,
  Irish stamp duty, selling commissions, and the fees and expenses of their
  counsel or other advisors.
  
                                         11
  DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS
  
        The following is a summary of material provisions of the Deposit Agreement
  (including any exhibits thereto, the "Deposit Agreement"), among IONA, JPMorgan
  Chase Bank (as successor to Morgan Guaranty Trust Company of New York), as
  depositary (the "Depositary"), and the registered holders (the "Holders") from
  time to time of the ADRs. This summary does not purport to be complete and is
  qualified in its entirety by reference to the Deposit Agreement. Copies of the
  Deposit Agreement are available for inspection at the principal office of the
  Depositary in New York, which is presently located at 60 Wall Street, New York,
  New York 10260. Terms used in this prospectus and not otherwise defined shall
  have the respective meanings set forth in the Deposit Agreement.
  
  AMERICAN DEPOSITARY RECEIPTS
  
        ADRs evidencing ADSs are issuable by the Depositary pursuant to the terms
  of the Deposit Agreement. Each ADS represents, as of the date hereof, the right
  to receive one (1) ordinary share deposited under the Deposit Agreement
  (together with any additional ordinary shares deposited thereunder and all other
  securities, property and cash received and held thereunder at any time in
  respect of or in lieu of such deposited ordinary shares, the "Deposited
  Securities") with the Custodian, currently the London office of JPMorgan Chase
  Bank (together with any successor or successors thereto, the "Custodian"). An
  ADR may evidence any number of ADSs. Only persons in whose names ADRs are
  registered on the books of the Depositary will be treated by the Depositary and
  us as Holders.
  
  DEPOSIT, TRANSFER AND WITHDRAWAL
  
        In connection with the deposit of ordinary shares under the Deposit
  Agreement, the Depositary or the Custodian may require the following in form
  satisfactory to it: (a) a written order directing the Depositary to execute and
  deliver to, or upon the written order of, the person or persons designated in
  such order an ADR or ADRs evidencing the number of ADSs representing such
  deposited ordinary shares (a "Delivery Order"); (b) proper endorsements or duly
  executed instruments of transfer in respect of such deposited ordinary shares;
  (c) instruments assigning to the Custodian or its nominee any distribution on or
  in respect of such deposited ordinary shares or indemnity therefor; and (d)
  proxies entitling the Custodian to vote such deposited ordinary shares until the
  ordinary shares are registered in the name of the Custodian or its nominee. As
  soon as practicable after the Custodian receives Deposited Securities pursuant
  to any such deposit or pursuant to the form of ADR, the Custodian shall present
  such Deposited Securities for registration of transfer into the name of the
  Depositary or its nominee or the Custodian or its nominee, to the extent such
  registration is practicable, at the cost and expense of the person making such
  deposit (or for whose benefit such deposit is made) and shall obtain evidence
  satisfactory to it of such registration. Deposited Securities shall be held by
  the Custodian for the account and to the order of the Depositary at such place
  or places and in such manner as the Depositary shall determine. Deposited
  Securities may be delivered by the Custodian to any person only under the
  circumstances expressly contemplated in the Deposit Agreement.
  
        After any such deposit of ordinary shares, the Custodian shall notify the
  Depositary of such deposit and of the information contained in any related
  Delivery Order by letter, first class airmail postage prepaid, or, at the
  request, risk and expense of the person making the deposit, by cable, telex or
  facsimile transmission. After receiving such notice from the Custodian, the
  Depositary, subject to the terms and conditions of the Deposit Agreement, shall
  execute and deliver at the Transfer Office which is presently located at 60 Wall
  Street, New York, New York 10260, to or upon the order of any person named in
  such notice, an ADR or ADRs registered as requested and evidencing the aggregate
  ADSs to which such person is entitled.
  
        Subject to the terms and conditions of the Deposit Agreement, the
  Depositary may so issue ADRs for delivery at the Transfer Office only against
  deposit with the Custodian of: (a) ordinary shares in form satisfactory to the
  Custodian; (b) rights to receive ordinary shares from us or any registrar,
  transfer agent, clearing agent or other entity recording ordinary share
  ownership or transactions; or (c) other rights to receive ordinary shares (until
  such ordinary shares are actually deposited pursuant to (a) or (b) above,
  "Pre-released ADRs") only if (i) Pre-released ADRs are fully collateralized
  (marked to market daily) with cash or U.S. government securities held by the
  Depositary for the benefit of Holders (but such collateral shall not constitute
  "Deposited Securities"), (ii) each recipient of Pre-released ADRs agrees in
  writing with the Depositary that such recipient (w) owns such ordinary shares,
  (x) assigns all beneficial right, title and interest therein to the Depositary,
  (y) holds such ordinary shares for
  
                                         12
  the account of the Depositary and (z) will deliver such ordinary shares to the
  Custodian as soon as practicable and promptly upon demand therefor and (iii) all
  Pre-released ADRs evidence not more than 20 percent of all ADSs (excluding those
  evidenced by Pre-released ADRs), except to the extent that the Depositary (in
  its sole discretion) determines that unusual market conditions require the
  issuance of Pre-released ADRs in addition to 20 percent of all such ADSs. The
  Depositary may retain for its own account any earnings on collateral for
  Pre-released ADRs and its charges for issuance thereof. At the request, risk and
  expense of the person depositing ordinary shares, the Depositary may accept
  deposits together with other specified instruments for forwarding to the
  Custodian and may deliver ADRs at a place other than its office. Every person
  depositing ordinary shares under the Deposit Agreement is deemed to represent
  and warrant that such ordinary shares are validly issued and outstanding, fully
  paid, nonassessable and free of pre-emptive rights, that the person making such
  deposit is duly authorized so to do and that such ordinary shares (A) are not
  "restricted securities" as such term is defined in Rule 144 under the Securities
  Act unless at the time of deposit they may be freely transferred in accordance
  with Rule 144(k) and may otherwise be offered and sold freely in the United
  States or (B) have been registered under the Securities Act. Such
  representations and warranties shall survive the deposit of ordinary shares and
  issuance of ADRs.
  
        Subject to the terms and conditions of the Deposit Agreement, upon
  surrender of an ADR in form satisfactory to the Depositary at the Transfer
  Office, the Holder thereof is entitled to delivery at the Custodian's office of
  the Deposited Securities at the time represented by the ADSs evidenced by such
  ADR. At the request, risk and expense of the Holder thereof, the Depositary may
  deliver such Deposited Securities at such other place as may have been requested
  by the Holder. Notwithstanding any other provision of the Deposit Agreement or
  the ADRs, the withdrawal of Deposited Securities may be restricted only for the
  reasons set forth in General Instruction I.A.(1) of Form F-6 (as such
  instructions may be amended from time to time) under the Securities Act.
  
  DISTRIBUTIONS ON DEPOSITED SECURITIES
  
        Subject to the terms and conditions of the Deposit Agreement, to the
  extent practicable, the Depositary will distribute by mail to each Holder
  entitled hereto on the record date set by the Depositary therefor at such
  Holder's address shown on the ADR Register, in proportion to the number of
  Deposited Securities (on which the following distributions on Deposited
  Securities are received by the Custodian) represented by ADSs evidenced by such
  Holder's ADRs:
  
        Cash. Any dollars available to the Depositary resulting from a cash
  dividend or other cash distribution or the net proceeds of sales of any other
  distribution or portion thereof authorized in the Deposit Agreement ("Cash"), on
  an averaged or other practicable basis, subject to (i) appropriate adjustments
  for taxes withheld, (ii) such distribution being impermissible or impracticable
  with respect to certain Holders, and (iii) deduction of the Depositary's
  expenses in (1) converting any foreign currency to dollars by sale or in such
  other manner as the Depositary may determine to the extent that it determines
  that such conversion may be made on a reasonable basis, (2) transferring foreign
  currency or dollars to the United States by such means as the Depositary may
  determine to the extent that it determines that such transfer may be made on a
  reasonable basis, (3) obtaining any approval or license of any governmental
  authority required for such conversion or transfer, which is obtainable at a
  reasonable cost and within a reasonable time and (4) making any sale by public
  or private means in any commercially reasonable manner. If the Depositary
  determines that in its judgment any foreign currency received by it cannot be
  converted on a reasonable basis and transferred to the United States, the
  Depositary may distribute the foreign currency received by it or, at its
  discretion, hold such foreign currency, uninvested and without liability for
  interest thereon, for the respective accounts of the Holders entitled to receive
  the same.
  
        Ordinary Shares. Additional ADRs evidencing whole ADSs representing any
  ordinary shares available to the Depositary resulting from a dividend or free
  distribution on Deposited Securities consisting of ordinary shares (an "Ordinary
  Share Distribution"); and dollars available to it resulting from the net
  proceeds of sales of ordinary shares received in an Ordinary Share Distribution,
  which ordinary shares would give rise to fractional ADSs if additional ADRs were
  issued therefor, as in the case of Cash.
  
        Rights. Warrants or other instruments in the discretion of the Depositary
  representing rights to acquire additional ADRs in respect of any rights to
  subscribe for additional ordinary shares or rights of any nature available to
  the Depositary as a result of a distribution on Deposited Securities ("Rights"),
  to the extent that we timely furnish to the Depositary evidence satisfactory to
  the Depositary that the Depositary may lawfully distribute the same (we have no
  obligation to so furnish such evidence). Alternatively, to the extent we do not
  so furnish such evidence and
  
                                         13
  sales of Rights are practicable, any dollars available to the Depositary from
  the net proceeds of sales of Rights as in the case of Cash, or to the extent we
  do not so furnish such evidence and such sales cannot practicably be
  accomplished by reason of the nontransferability of the Rights, limited markets
  therefor, their short duration or otherwise, nothing (and any Rights may lapse).
  
        Other Distributions. (i) Securities or property available to the
  Depositary resulting from any distribution on Deposited Securities other than
  Cash, Ordinary Share Distributions and Rights ("Other Distributions"), by any
  means that the Depositary may deem equitable and practicable, or (ii) to the
  extent the Depositary deems distribution of such securities or property not to
  be equitable and practicable, any dollars available to the Depositary from the
  net proceeds of sales of Other Distributions as in the case of Cash. Such
  dollars available will be distributed by checks drawn on a bank in the United
  States for whole dollars and cents (any fractional cents being withheld without
  liability for interest and added to future Cash distributions).
  
        To the extent that the Depositary determines in its discretion that any
  distribution is not practicable with respect to any Holder, the Depositary may
  make such distribution as it so determines is practicable, including the
  distribution of foreign currency, securities or property (or appropriate
  documents evidencing the right to receive foreign currency, securities or
  property) or the retention thereof as Deposited Securities with respect to such
  Holder's ADRs (without liability for interest thereon or the investment
  thereof).
  
        There can be no assurance that the Depositary will be able to effect any
  currency conversion or to sell or otherwise dispose of any distributed or
  offered property, subscription or other rights, ordinary shares or other
  securities in a timely manner or at a specified rate or price, as the case may
  be.
  
  DISCLOSURE OF INTERESTS
  
        To the extent that the provisions of or governing any Deposited Securities
  may require disclosure of or impose limits on beneficial or other ownership of
  Deposited Securities, other ordinary shares and other securities and may provide
  for blocking transfer, voting or other rights to enforce such disclosure or
  limits, Holders and all persons holding ADRs agree to comply with all such
  disclosure requirements and ownership limitations and to cooperate with the
  Depositary in the Depositary's compliance with our instructions in respect
  thereof, and, in the Deposit Agreement, the Depositary has agreed to use
  reasonable efforts to comply with our instructions.
  
  RECORD DATES
  
        The Depositary may, after consultation with us if practicable, fix a
  record date (which shall be as near as practicable to any corresponding record
  date set by us) for the determination of the Holders who shall be entitled to
  receive any distribution on or in respect of Deposited Securities, to give
  instructions for the exercise of any voting rights, to receive any notice or to
  act in respect of other matters and only such Holders shall be so entitled.
  
  VOTING OF DEPOSITED SECURITIES
  
        As soon as practicable after receipt from us of notice of any meeting or
  solicitation of consents or proxies of holders of ordinary shares or other
  Deposited Securities, the Depositary shall mail to Holders a notice stating (a)
  such information as is contained in such notice and any solicitation materials,
  (b) that each Holder on the record date set by the Depositary therefor will be
  entitled to instruct the Depositary as to the exercise of the voting rights, if
  any, pertaining to the Deposited Securities represented by the ADSs evidenced by
  such Holder's ADRs and (c) the manner in which such instructions may be given,
  including instructions to give a discretionary proxy to a person designated by
  us. Upon receipt of instructions of a Holder on such record date in the manner
  and on or before the date established by the Depositary for such purpose, the
  Depositary shall endeavor insofar as practicable and permitted under the
  provisions of or governing Deposited Securities to vote or cause to be voted (or
  to grant a discretionary proxy to a person designated by us to vote in
  accordance with (c) above) the Deposited Securities represented by the ADSs
  evidenced by such Holder's ADRs in accordance with such instructions. The
  Depositary will not itself exercise any voting discretion in respect of any
  Deposited Securities.
  
                                         14
  INSPECTION OF TRANSFER BOOKS
  
        The Deposit Agreement provides that the Depositary will keep books at its
  Transfer Office for the registration, registration of transfer, combination and
  split-up of ADRs, which at all reasonable times will be open for inspection by
  the Holders and us for the purpose of communicating with Holders in the interest
  of our business or a matter related to the Deposit Agreement.
  
  REPORTS AND OTHER COMMUNICATIONS
  
        The Depositary shall make available for inspection by Holders at the
  Transfer Office any reports and communications received from us which are both
  (a) received by the Depositary as the holder of the Deposited Securities and (b)
  made generally available to the holders of such Deposited Securities by us. The
  Depositary shall also send to the Holders copies of such reports when furnished
  by us. Any such reports and communications furnished to the Depositary by us
  shall be furnished in English.
  
        On or before the first date on which we give notice, by publication or
  otherwise, of any meeting of holders of ordinary shares or other Deposited
  Securities, or of any adjourned meeting of such holders, or the taking of any
  action by such holders other than at a meeting, we shall transmit to the
  Depositary and the Custodian a copy of the notice thereof (in English) in the
  form given or to be given to holders of ordinary shares or other Deposited
  Securities. The Depositary will, at our expense, arrange for the prompt mailing
  of copies thereof to all Holders. In connection with any registration statement
  under the Securities Act relating to the ADRs or with any undertaking contained
  therein, we and the Depositary shall each furnish to the other and to the U.S.
  Securities and Exchange Commission or any successor governmental agency such
  information as shall be required to make such filings or comply with such
  undertakings. We have delivered to the Depositary, the Custodian and any
  Transfer Office, a copy of all provisions of or governing the ordinary shares
  and any other Deposited Securities issued by us or any of our affiliates and,
  promptly upon any change thereto, we shall deliver to the Depositary, the
  Custodian and any Transfer Office, a copy of such provisions as so changed. The
  Depositary and its agents may rely upon our delivery thereof for all purposes of
  the Deposit Agreement.
  
  CHANGES AFFECTING DEPOSITED SECURITIES
  
        Subject to the terms and conditions of the Deposit Agreement, the
  Depositary may, in its discretion, amend the form of ADR or distribute
  additional or amended ADRs (with or without calling the ADRs for exchange) or
  cash, securities or property on the record date set by the Depositary therefor
  to reflect any change in par value, split-up, consolidation, cancellation or
  other reclassification of Deposited Securities, any Ordinary Share Distribution
  or Other Distribution not distributed to Holders or any cash, securities or
  property available to the Depositary in respect of Deposited Securities from
  (and, in the Deposit Agreement, the Depositary is authorized to surrender any
  Deposited Securities to any person and to sell by public or private sale any
  property received in connection with) any recapitalization, reorganization,
  merger, consolidation, liquidation, receivership, bankruptcy or sale of all or
  substantially all our assets, and to the extent the Depositary does not so amend
  the ADR or make a distribution to Holders to reflect any of the foregoing, or
  the net proceeds thereof, whatever cash, securities or property results from any
  of the foregoing shall constitute Deposited Securities and each ADS shall
  automatically represent its pro rata interest in the Deposited Securities as
  then constituted.
  
  AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
  
        The ADRs and the Deposit Agreement may be amended by both the Depositary
  and us, provided that any amendment that imposes or increases any fees or
  charges (other than stock transfer or other taxes and other governmental
  charges, transfer or registration fees, cable, telex or facsimile transmission
  costs, delivery costs or other such expenses), or that shall otherwise prejudice
  any substantial existing right of Holders, shall become effective 30 days after
  notice of such amendment shall have been given to the Holders. Every Holder of
  an ADR at the time any amendment to the Deposit Agreement so becomes effective
  shall be deemed, by continuing to hold such ADR, to consent and agree to such
  amendment and to be bound by the Deposit Agreement as amended thereby. In no
  event shall any amendment impair the right of the Holder of any ADR to surrender
  such ADR and receive the Deposited Securities represented thereby, except in
  order to comply with mandatory provisions of applicable law.
  
                                         15
  LEGAL MATTERS
  
        Certain legal matters with respect to the issuance of the ordinary shares
  represented by the ADSs offered under this prospectus will be passed upon for
  IONA by William Fry, Dublin, Ireland.
  
                                       EXPERTS
  
        The consolidated financial statements of IONA Technologies PLC
  incorporated by reference in IONA Technologies PLC's Annual Report (Form 20-F)
  for the year ended December 31, 2002, have been audited by Ernst & Young,
  independent auditors, as set forth in their report thereon incorporated by
  reference therein and incorporated herein by reference. Such consolidated
  financial statements are incorporated herein by reference in reliance upon such
  report given on the authority of such firm as experts in accounting and
  auditing.
  
                         DOCUMENTS INCORPORATED BY REFERENCE
  
        The Securities and Exchange Commission allows us to incorporate by
  reference the information we file with it, which means we can disclose important
  information to you by referring you to other documents. The information included
  in the following documents is incorporated by reference into this prospectus and
  is considered to be a part of this prospectus. We have previously filed the
  following reports and registration statement with the Securities and Exchange
  Commission and incorporate the information contained in them into this
  prospectus.
  
        -     our annual report on Form 20-F for the year ended December 31, 2002,
              filed with the Securities and Exchange Commission on April 4, 2003;
  
        -     our reports on Form 6-K filed with the Securities and Exchange
              Commission on May 15, 2003 and May 16, 2003; and
  
        -     the description of our ordinary shares contained in our registration
              statement on Form 8-A (No. 0-29154) filed on February 21, 1997,
              including all amendments, reports or registration statements filed
              for the purpose of updating this description.
  
        All reports and other documents filed by us under Sections 13(a), 13(c),
  14 and 15(d) of the Securities Exchange Act on or after the date of this
  prospectus but prior to termination of the offering are also incorporated by
  reference into this prospectus.
  
        Any statement contained in a document all or a portion of which is
  incorporated or deemed to be incorporated by reference will be deemed to be
  modified or superseded for purposes of this prospectus to the extent that a
  statement contained in this prospectus or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference modifies or
  supersedes that statement. Any statement so modified will not be deemed to
  constitute a part of this prospectus, except as so modified, and any statement
  so superseded will not be deemed to constitute a part of this prospectus.
  
        The information related to us contained in this prospectus should be read
  together with the information contained in the documents that are incorporated
  by reference into this prospectus.
  
        We will provide without charge to each person to whom a copy of this
  prospectus is delivered, upon the written or oral request of any such person, a
  copy of any or all of the documents incorporated by reference into this
  prospectus, other than exhibits to those documents unless the exhibits are
  specifically incorporated by reference into those documents, or referred to in
  this prospectus. Requests should be directed to:
  
                              Susan H. Alexander, Esq.
                                IONA Technologies PLC
                             c/o IONA Technologies, Inc.
                                   200 West Street
                               Waltham, MA 02451-1118
                                   (781) 902-8000
  
                                         16
  WHERE YOU CAN FIND MORE INFORMATION
  
        We are subject to the informational requirements of the Securities
  Exchange Act and accordingly file reports and other information with the
  Securities and Exchange Commission. Reports and other information filed by IONA
  Technologies PLC may be inspected and copied at prescribed rates at the Public
  Reference Room maintained by the Commission at 450 Fifth Street, N.W., Room
  1200, Washington, D.C. 20549. Information on the operation of the Public
  Reference Room may be obtained by calling 1-800-SEC-0330. In addition, the
  Securities and Exchange Commission maintains a web site (http://www.sec.gov)
  that contains reports and other information regarding registrants that file
  electronically with the Securities and Exchange Commission.
  
        We have filed with the Securities and Exchange Commission a registration
  statement on Form S-8 under the Securities Act with respect to the ADSs offered
  by this prospectus. This prospectus does not contain all information set forth
  in the registration statement, certain parts of which are omitted in accordance
  with the rules and regulations of the Securities and Exchange Commission. For
  further information regarding us and the ADSs offered, we refer you to the
  registration statement and to the exhibits filed with it.
  
                                         17
  ================================================================================
  
  No dealer, salesperson or any other person has been authorized to give any
  information or to make any representations not contained in this prospectus and,
  if given or made, such information or representations must not be relied upon as
  having been authorized by IONA or the selling shareholders. This prospectus does
  not constitute an offer to sell, or a solicitation of an offer to sell, any
  securities other than the registered securities to which it relates, or an offer
  to or solicitation of any person in any jurisdiction where such an offer or
  solicitation would be unlawful. Neither the delivery of this prospectus nor any
  sale made hereunder shall, under any circumstances, create an implication that
  the information contained herein is correct as of any time subsequent to the
  date hereof.
  
                                --------------------
  
                                  TABLE OF CONTENTS
  Page
                                                 ----
  IONA Technologies PLC ......................     1
  Risk Factors ...............................     2
  Forward - Looking Statements................    10
  Use of Proceeds ............................    10
  Selling Shareholders .......................    10
  Plan of Distribution .......................    11
  Description of American
    Depositary Receipts ......................    12
  Legal Matters ..............................    16
  Experts.....................................    16
  Documents Incorporated by Reference.........    16
  Where You Can Find More Information.........    17
  ================================================================================
  
  ================================================================================
  
                         139,916 AMERICAN DEPOSITARY SHARES
  
                                    REPRESENTING
  
                               139,916 ORDINARY SHARES
  
                                IONA TECHNOLOGIES PLC
  
                                   ---------------
  
                                     PROSPECTUS
  
                                   ---------------
  
                                    May 16, 2003
  
  ================================================================================
  
                                         18
  PART II
  
                     INFORMATION NOT REQUIRED IN THE PROSPECTUS
  
  INDEMNIFICATION OF OFFICERS AND DIRECTORS
  
        Except as hereinafter set forth, there is no provision of IONA's
  Memorandum or Articles of Association, or any contract, arrangement or statute
  under which any director or officer of IONA is insured or indemnified in any
  manner against any liability that he may incur in his capacity as such.
  
        Article 125 of the Articles of Association of IONA provides:
  
        "Subject to the provisions of and so far as may be admitted by the Acts,
        every Director, Secretary or other officer of the Company shall be
        entitled to be indemnified by the Company against all costs, charges,
        losses, expenses and liabilities incurred by him in the execution and
        discharge of his duties or in relation thereto including any liability
        incurred by him in defending any proceedings, civil or criminal, which
        relate to anything done or omitted or alleged to have been done or omitted
        by him as an officer or employee of the Company and in which judgment is
        given in his favor (or the proceedings are otherwise disposed of without
        any finding or admission of any material breach of duty on his part) or in
        which he is acquitted or in connection with any application under any
        statute for relief from liability in respect of any such act or omission
        in which relief is granted to him or them by the Court."
  
        Section 200 of the Companies Act, 1963 of Ireland (as amended by the
  Companies (Amendment) Act, 1983) prohibits the giving (whether in the articles
  of association of a company or in any contract with a company or otherwise) of
  any exemption from or indemnity against any liability which by virtue of any
  rule of law would otherwise attach to an officer in respect of any negligence,
  default, breach of duty or breach of trust of which he may be guilty in relation
  to IONA. Any such officer may however be indemnified by IONA against any
  liability incurred by him in defending proceedings, whether civil or criminal,
  in which judgment is given in his favor or in which he is acquitted, or in
  connection with any application under Section 391 of the Companies Act, 1963 or
  Section 42 of the Companies (Amendment) Act, 1983 in which relief is granted to
  him by the court.
  
        Section 391 of the Companies Act, 1963 permits an Irish court to relieve
  an officer from liability for negligence, default, breach of duty or breach of
  trust if the court considers that the officer acted honestly and reasonably, and
  that, having regard to all the circumstances of the case, it considers that the
  officer ought fairly to be excused from liability.
  
        Under Section 42 of the Companies (Amendment) Act, 1983, a director of a
  company may be held liable for any amount that a nominee of the company fails to
  pay for the purpose of paying up any outstanding capital or paying any premium
  on shares held by the nominee on behalf of the company. Section 42 of the
  Companies (Amendment) Act, 1983, however, also permits an Irish court to relieve
  a director from such liability if the court considers that the director acted
  honestly and reasonably, and that, having regard to all the circumstances of the
  case, it considers that the director ought fairly to be excused from liability.
  
        Reference is made to the forms of Underwriting Agreement filed as Exhibits
  1.1 and 1.2 to IONA's Registration Statement Form F-1 (File No. 333-6396) and
  the form of Underwriting Agreement attached as Exhibit 1.1 to IONA's
  Registration Statement on Form F-3 (File No. 333-81212). The Underwriting
  Agreements provide that the underwriters are obligated, under certain
  circumstances, to indemnify directors, officers and controlling persons of IONA
  against certain liabilities, including liabilities under the Securities Act of
  1933.
  
        IONA has obtained directors and officers liability insurance for the
  benefit of its directors and certain of its officers.
  
                                        II-1
  EXHIBITS.
  Exhibit No.                                          Description of Exhibit
  -----------                                          ----------------------
  4.1                 Specimen Certificate representing Ordinary Shares (filed as Exhibit 4.1 to the
                      Registrant's Registration Statement on Form F-1 (File No. 333-6396) and incorporated
                      herein by reference)
  
  4.2                 Restated Articles of Association, as amended, of the Registrant (filed as Exhibit 4.2
                      to the Registrant's Registration Statement on Form S-8 (File No. 333-11384) and
                      incorporated herein by reference)
  
  4.3                 Memorandum of Association, as amended, of the Registrant (filed as Exhibit 3.3 to the
                      Registrant's Registration Statement on Form F-1 (File No. 333-6396) and incorporated
                      herein by reference)
  
  4.4                 1997 Director Share Option Scheme (filed as Exhibit 10.3 to the Registrant's
                      Registration Statement on Form F-1 (File No. 333-6396) and incorporated herein by
                      reference)
  
  4.5                 1999 Employee Share Purchase Plan, as amended (filed as Exhibit 4.5 to the Registrant's
                      Registration Statement on Form S-8 (File No. 333-11384) and incorporated herein by
                      reference)
  
  5.1                 Opinion of William Fry
  
  23.1                Consent of William Fry (included in Exhibit 5.1)
  
  23.2                Consent of Ernst & Young
  
  24.1                Power of Attorney (included as part of the signature page of this Registration
                      Statement)
  II-2
  UNDERTAKINGS
  
        The undersigned registrant hereby undertakes:
  
        (1)   To file, during any period in which offers or sales are being made,
              a post-effective amendment to this registration statement:
  
              (i)   To include any prospectus required by section 10(a)(3) of the
                    Securities Act of 1933;
  
              (ii)  To reflect in the prospectus any facts or events arising after
                    the effective date of the registration statement (or the most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate, represent a fundamental change in the
                    information in the registration statement. Notwithstanding the
                    foregoing, any increase or decrease in volume of securities
                    offered (if the total dollar value of securities offered would
                    not exceed that which was registered) and any deviation from
                    the low or high end of the estimated maximum offering range
                    may be reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20%
                    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 (1)(i) and (1)(ii) above do not apply if
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission by the registrant pursuant to section 13 or
  section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
  reference in the registration statement.
  
        (2)   That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.
  
        (3)   To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.
  
        The undersigned registrant hereby also undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to our directors, officers and controlling persons
  pursuant to the foregoing provisions, or otherwise, we have been advised that in
  the opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Securities Act of 1933 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, we will, unless in the opinion of our counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by us is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
                                        II-3
  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 Dublin, Country of Ireland, on this 16th day of May,
  2003.
  
                                        IONA TECHNOLOGIES PLC
  
                                        By:  /s/ Christopher J. Horn
                                             -------------------------------------
                                             Christopher J. Horn
                                             Chief Executive Officer and Director
  
                          POWER OF ATTORNEY AND SIGNATURES
  
        We, the undersigned officers and directors of IONA Technologies PLC,
  hereby severally constitute and appoint Christopher J. Horn and Daniel Demmer,
  and each of them singly, our true and lawful attorneys, with full power to them
  and each of them singly, to sign for us in our names in the capacities indicated
  below, any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable IONA Technologies PLC to comply
  with the provisions of the Securities Act of 1933, as amended, hereby ratifying
  and confirming our signatures as they may be signed by our said attorneys, or
  any of them, to said Registration Statement and all amendments thereto.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                                     TITLE                                  DATE
               ---------                                     -----                                  ----
  /s/ Christopher J. Horn             Chief Executive Officer and Director                    May 16, 2003
  ------------------------------        (Principal Executive Officer)
  Christopher J. Horn
  
    /s/ Daniel Demmer                   Chief Financial Officer                                 May 16, 2003
  ------------------------------        (Principal Financial and Accounting Officer)
  Daniel Demmer
  
    /s/ Sean Baker                      Director                                                May 16, 2003
  ------------------------------
  Sean Baker
  
    /s/ William Burgess                 Director                                                May 16, 2003
  ------------------------------
  William Burgess
  
    /s/ Ivor Kenny                      Director                                                May 16, 2003
  ------------------------------
  Ivor Kenny
  
    /s/ James D. Maikranz               Director                                                May 16, 2003
  ------------------------------
  James D. Maikranz
  
    /s/ Kevin Melia                     Director                                                May 16, 2003
  ------------------------------
  Kevin Melia
  
    /s/ Francesco Violante              Director                                                May 16, 2003
  ------------------------------
  Francesco Violante
  INDEX TO EXHIBITS
  Exhibit No.         Description of Exhibit
  -----------         ----------------------
  4.1                 Specimen Certificate representing Ordinary Shares (filed as Exhibit 4.1 to the
                      Registrant's Registration Statement on Form F-1 (File No. 333-6396) and incorporated
                      herein by reference)
  
  4.2                 Restated Articles of Association, as amended, of the Registrant (filed as Exhibit 4.2
                      to the Registrant's Registration Statement on Form S-8 (File No. 333-11384) and
                      incorporated herein by reference)
  
  4.3                 Memorandum of Association, as amended, of the Registrant (filed as Exhibit 3.3 to the
                      Registrant's Registration Statement on Form F-1 (File No. 333-6396) and incorporated
                      herein by reference)
  
  4.4                 1997 Director Share Option Scheme (filed as Exhibit 10.3 to the Registrant's
                      Registration Statement on Form F-1 (File No. 333-6396) and incorporated herein by
                      reference)
  
  4.5                 1999 Employee Share Purchase Plan, as amended (filed as Exhibit 4.5 to the Registrant's
                      Registration Statement on Form S-8 (File No. 333-11384) and incorporated herein by
                      reference)
  
  5.1                 Opinion of William Fry
  
  23.1                Consent of William Fry (included in Exhibit 5.1)
  
  23.2                Consent of Ernst & Young
  
  24.1                Power of Attorney (included as part of the signature page of this Registration
                      Statement)