content: <PAGE>   1
                                                             Registration No. 333-
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 MRO SOFTWARE, INC.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
         MASSACHUSETTS                                         04-2448516
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
  100 CROSBY DRIVE, BEDFORD, MASSACHUSETTS                       01730
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                     (Zip Code)
  
                                 MRO SOFTWARE, INC.
                   AMENDED AND RESTATED 1999 EQUITY INCENTIVE PLAN
                              (Full title of the plan)
  
                                   Craig Newfield
                                 MRO Software, Inc.
                                  100 Crosby Drive
                            Bedford, Massachusetts 01730
                                   (781) 280-2000
  --------------------------------------------------------------------------------
                            (Name and address, including
                telephone number and area code, of agent for service)
  
  --------------------------------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==========================================================================================================
                                                                            Proposed
     Title of                                        Proposed                Maximum
    Securities                Amount                  Maximum               Aggregate            Amount of
      to be                    to be               Offering Price           Offering            Registration
    Registered               Registered              Per Share                Price                 Fee
  ----------------------------------------------------------------------------------------------------------
  <S>                        <C>                   <C>                    <C>                   <C>
  
  Common Stock               2,200,000               $13.78(1)           $30,318,750(1)           $7,580
  ($.01 par value)            shares
  
  ==========================================================================================================
  </TABLE>
  
       (1)  Estimated pursuant to Rule 457(c) and (h) based on the average of the
  high and low prices of the Common Stock as reported on the National Association
  of Securities Dealers Automated Quotation National Market System on March 9,
  2001.
  
                     -------------------------------------------
  
  <PAGE>   2
  
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") are incorporated in this Registration Statement by reference:
  
       (a)  Annual Report on Form 10-K for the fiscal year ended September 30,
            2000 filed on December 29, 2000, as amended by the Form 10-K/A filed
            on January 29, 2001;
  
       (b)  Quarterly Report on Form 10-Q for the fiscal quarter ended December
            31, 2001, filed on February 14, 2001;
  
       (c)  The Company's definitive Proxy Statement distributed in connection
            with its 2001 Annual Meeting of Stockholders, as filed with the
            Commission on February 6, 2001; and
  
       (d)  The description of the Company's common stock contained in the
            registration statement on Form 8-A filed on April 14, 1994, including
            all amendments or reports filed for the purpose of updating such
            description.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the securities registered hereby is being passed upon for
  the Company by Craig Newfield, Esq., General Counsel of the Company.
  
  
  
                                        II-1
  <PAGE>   3
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article 6 of the Company's Amended and Restated Articles of Organization
  provides that a director shall not have personal liability to the Company or its
  stockholders for monetary damages arising out of the director's breach of
  fiduciary duty as a director of the Company, to the maximum extent permitted by
  Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts
  Business Corporation Law provides that the articles of organization of a
  corporation may state a provision eliminating or limiting the personal liability
  of a director to a corporation or its stockholders for monetary damages for
  breach of fiduciary duty as a director, provided, however, that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of
  the director's duty of loyalty to the corporation or its stockholders, (ii) for
  acts of omissions not in good faith or which involve intentional misconduct or
  knowing violation of law, (iii) under section 61 or 62 of the Massachusetts
  Business Corporation Law dealing with liability for unauthorized distributions
  and loans to insiders, respectively, or (iv) for any transaction from which the
  director derived an improper personal benefit.
  
       Article 6 of the Company's Amended and Restated Articles of Organization
  further provides that the Company shall, to the fullest extent authorized by
  Chapter 156B of the Massachusetts General Laws, indemnify each person who is, or
  shall have been, a director or officer of the Company or who is or was a
  director or employee of the Company and is serving, or shall have served, at the
  request of the Company, as director or officer of another organization or in any
  capacity with respect to any employee benefit plan of the Company, against all
  liabilities and expenses (including judgments, fines, penalties, amounts paid or
  to be paid in settlement, and reasonable attorneys' fees) imposed upon or
  incurred by any such person in connection with, or arising out of, the defense
  or disposition of any action, suit or other proceeding whether civil or
  criminal, in which they may be involved by reason of being or having been such a
  director or officer or as a result of service with respect to any such employee
  benefit plan. Section 67 of Chapter 156B of the Massachusetts General Laws
  authorizes a corporation to indemnify its directors, officers, employees and
  other agents unless such person shall have been adjudicated in any proceeding
  not to have acted in good faith in the reasonable belief that such action was in
  the best interests of the corporation or, to the extent such matter related to
  service with respect to an employee benefit plan, in the best interests of the
  participants or beneficiaries of such employee benefit plan.
  
       The effect of these provisions would be to permit indemnification by the
  Company for, among other liabilities, liabilities arising out of the Securities
  Act of 1933, as amended.
  
  
                                        II-2
  <PAGE>   4
  
       Section 67 of the Massachusetts Business Corporation Law also affords a
  Massachusetts corporation the power to obtain insurance on behalf of its
  directors and officers against liabilities incurred by them in those capacities.
  The Company has procured a directors' and officers' liability and company
  reimbursement liability insurance policy that (i) insures directors and officers
  of the Company against losses (above a deductible amount) arising from certain
  claims made against them by reason of certain acts done or attempted by such
  directors or officers and (ii) insures the Company against losses (above a
  deductible amount) arising from any such claims, but only if the Company is
  required or permitted to indemnify such directors or officers for such losses
  under statutory or common law or under provisions of the Company's Amended and
  Restated Articles of Organization or Restated By-Laws.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8. EXHIBITS.
  
  EXHIBIT
  NUMBER    DESCRIPTION OF EXHIBIT
  ------    ----------------------
  
  4.1       Amended and Restated Articles of Organization of the Company (included
            as Exhibit 3.3 to the Company's Registration Statement on Form S-1,
            Registration No. 33-76420, and incorporated herein by reference) *
  
  4.2       Restated By-Laws of the Company, as amended (included as Exhibit 3.5
            to the Quarterly Report on Form 10-Q for the fiscal quarter ended
            December 31, 2000, File No. 0-23852, and incorporated herein by
            reference) *
  
  4.3       Specimen certificate for the Common Stock of the Company (included as
            Exhibit 4.1 to the Company's Registration Statement on Form S-1,
            Registration No. 33-76420, and herein by reference) *
  
  4.4       Article 4B of the Amended and Restated Articles of Organization of the
            Company (included as Exhibit 4.1 to the Company's Registration
            Statement on Form S-1, Registration No. 33-76420, and incorporated
            herein by reference) *
  
  4.5       Rights Agreement dated as of January 27, 1998, between MRO Software,
            Inc. and BankBoston, N.A. as Rights Agent (included as Exhibit 4 (a)
            to the Company's Current Report on Form 8-K dated February 2, 1998,
            File No.0-23852, and incorporated herein by reference) *
  
  4.6       Form of Certificate of Designation of Series A Junior Participating
            Preferred Stock of MRO Software, Inc. (included as Exhibit 4 (b) to
            the Company's Current Report on Form 8-K dated February 2, 1998, File
            No. 0-23852, and incorporated herein by reference) *
  
  4.7       Form of Rights Certificate (included as Exhibit 4 (c) to the Company's
            Current Report on Form 8-K dated February 2, 1998, File No. 0-23852,
            and incorporated herein by reference) *
  
  4.8       Articles of Amendment dated March 6, 2001 (included as Exhibit 3.4 to
            the Company's Current report on Form 8-K dated March 9, 2001, File No.
            0-23852, and incorporated herein by reference) *
  
  4.9       MRO Software, Inc. Amended and Restated 1999 Equity Incentive Plan
            (filed as Exhibit B to the Company's definitive Proxy Statement
            distributed in connection with its 2001 Annual Meeting of
            Stockholders, as filed with the Commission on February 6, 2001, File
            No. 0-23852, and incorporated herein by reference) *
  
                                        II-3
  <PAGE>   5
  
  EXHIBIT
  NUMBER    DESCRIPTION OF EXHIBIT
  ------    ----------------------
  5.1       Legal Opinion of Craig Newfield, Esq.**
  
  23.1      Consent of PricewaterhouseCoopers LLP **
  
  23.2      Consent of Craig Newfield, Esq. (contained in Exhibit 5.1)**
  
  24        Power of Attorney (contained on Signature Page of this registration
            statement)
  
  ---------------
  *         Not filed herewith. In accordance with Rule 411 promulgated pursuant
            to the Securities Act of 1933, as amended, reference is made to the
            documents previously filed with the Commission, which are incorporated
            by reference herein.
  
  **        Filed herewith.
  
  
  ITEM 9. UNDERTAKINGS.
  
       1.   The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       2.   The undersigned registrant hereby undertakes:
  
            (a)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
            (i)  To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       registration statement. Notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than 20 percent change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table in
       the effective registration statement.
  
            (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;
  
                                        II-4
  <PAGE>   6
  
  provided, however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference herein.
  
            (b)  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.
  
            (c)  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.
  
       3.   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                     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 Town of Bedford, Commonwealth of Massachusetts, on this 14th
  day of March, 2001.
  
                                     MRO SOFTWARE, INC.
  
                                     By:  /s/ Norman E. Drapeau, Jr.
                                         -----------------------------------------
                                         Norman E. Drapeau, Jr.
                                         President
  
  
  
                                        II-5
  <PAGE>   7
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints Norman E. Drapeau, Jr., Peter J. Rice and Craig
  Newfield, and each of them, his true and lawful attorneys-in-fact and agents
  with full power of substitution, for him and in his name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all documents in connection therewith, with the Securities
  and Exchange Commission, granting unto said attorneys-in-fact and agents, and
  each of them, full power and authority to do and perform each and every act and
  thing which they, or any of them, may deem necessary or advisable to be done in
  connection with this Registration Statement, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents or any of them, or any substitute or
  substitutes for any or all of them, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                                    Title                            Date
  ---------                                    -----                            ----
  
  <S>                                <C>                                        <C>
  /s/ Robert S. Daniels              Executive Chairman of the Board            March 14, 2001
  ----------------------------
  Robert L. Daniels
  
  /s/ Norman E. Drapeau, Jr.         President, Chief Executive                 March 14, 2001
  ----------------------------       Officer and Director
  Norman E. Drapeau, Jr.             (principal executive officer)
  
  /s/ Peter J. Rice                  Chief Financial Officer,                   March 14, 2001
  ----------------------------       Executive Vice President, Finance and
  Peter J. Rice                      Administration, Treasurer and Director
                                     (principal financial and
                                     accounting officer)
  
  /s/ Stephen B. Sayre               Director                                   March 14, 2001
  ----------------------------
  Stephen B. Sayre
  
  /s/ Alan L. Stanzler               Director                                   March 14, 2001
  ----------------------------
  Alan L. Stanzler
  
  /s/ Richard P. Fishman             Director                                   March 14, 2001
  ----------------------------
  Richard P. Fishman
  
  /s/ John A. McMullen               Director                                   March 14, 2001
  ---------------------------
  John A. McMullen
  </TABLE>
  
  
                                        II-6
  <PAGE>   8
  
                                    EXHIBIT INDEX
  EXHIBIT
  NUMBER    DESCRIPTION OF EXHIBIT
  ------    ----------------------
  
  4.1       Amended and Restated Articles of Organization of the Company (included
            as Exhibit 3.3 to the Company's Registration Statement on Form S-1,
            Registration No. 33-76420, and incorporated herein by reference) *
  
  4.2       Restated By-Laws of the Company, as amended (included as Exhibit 3.5
            to the Quarterly Report on Form 10-Q for the fiscal quarter ended
            December 31, 2000 File No. 0-23852 and incorporated herein by
            reference) *
  
  4.3       Specimen certificate for the Common Stock of the Company (included as
            Exhibit 4.1 to the Company's Registration Statement on Form S-1,
            Registration No. 33-76420, and herein by reference)*
  
  4.4       Article 4B of the Amended and Restated Articles of Organization of the
            Company (included as Exhibit 4.1 to the Company's Registration
            Statement on Form S-1, Registration No. 33-76420, and incorporated
            herein by reference) *
  
  4.5       Rights Agreement dated as of January 27, 1998, between MRO Software,
            Inc. and BankBoston, N.A. as Rights Agent (included as Exhibit 4 (a)
            to the Company's Current Report on Form 8-K dated February 2, 1998,
            File No.0-23852, and incorporated herein by reference) *
  
  4.6       Form of Certificate of Designation of Series A Junior Participating
            Preferred Stock of MRO Software, Inc. (included as Exhibit 4 (b) to
            the Company's Current Report on Form 8-K dated February 2, 1998, File
            No. 0-23852, and incorporated herein by reference) *
  
  4.7       Form of Rights Certificate (included as Exhibit 4 (c) to the Company's
            Current Report on Form 8-K dated February 2, 1998, File No. 0-23852,
            and incorporated herein by reference) *
  
  4.8       Articles of Amendment dated March 6, 2001 (included as Exhibit 3.4 to
            the Company's Current report on Form 8-K dated March 9, 2001, File No.
            0-23852, and incorporated herein by reference) *
  
  4.9       MRO Software, Inc. Amended and Restated 1999 Equity Incentive Plan
            (filed as Exhibit B to the Company's definitive Proxy Statement
            distributed in connection with its 2001 Annual Meeting of
            Stockholders, as filed with the Commission on February 6, 2001, File
            No. 0-23852, and incorporated herein by reference) *
  
  5.1       Legal Opinion of Craig Newfield, Esq.**
  
  23.1      Consent of PricewaterhouseCoopers LLP **
  
  23.2      Consent of Craig Newfield, Esq. (contained in Exhibit 5.1)**
  
  24        Power of Attorney (contained on Signature Page of this registration
            statement)
  
  --------------
  *         Not filed herewith. In accordance with Rule 411 promulgated pursuant
            to the Securities Act of 1933, as amended, reference is made to the
            documents previously filed with the Commission, which are incorporated
            by reference herein.
  
  **        Filed herewith.
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metadata_filer: {"company-data": {"conformed-name": "MRO SOFTWARE INC", "cik": "0000920354", "assigned-sic": "7372", "irs-number": "042448516", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57086", "film-number": "1569505"}, "business-address": {"street1": "100 CROSBY DRIVE", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "7812802000"}, "mail-address": {"street1": "100 CROSBY DRIVE", "city": "BEDFORD", "state": "MA", "zip": "01730"}, "former-company": {"former-conformed-name": "PROJECT SOFTWARE & DEVELOPMENT INC", "date-changed": "19940315"}}
text: 1
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 MRO SOFTWARE, INC.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
         MASSACHUSETTS                                         04-2448516
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
  100 CROSBY DRIVE, BEDFORD, MASSACHUSETTS                       01730
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                     (Zip Code)
  
                                 MRO SOFTWARE, INC.
                   AMENDED AND RESTATED 1999 EQUITY INCENTIVE PLAN
                              (Full title of the plan)
  
                                   Craig Newfield
                                 MRO Software, Inc.
                                  100 Crosby Drive
                            Bedford, Massachusetts 01730
                                   (781) 280-2000
  --------------------------------------------------------------------------------
                            (Name and address, including
                telephone number and area code, of agent for service)
  
  --------------------------------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ==========================================================================================================
                                                                            Proposed
     Title of                                        Proposed                Maximum
    Securities                Amount                  Maximum               Aggregate            Amount of
      to be                    to be               Offering Price           Offering            Registration
    Registered               Registered              Per Share                Price                 Fee
  ----------------------------------------------------------------------------------------------------------
  Common Stock               2,200,000               $13.78(1)           $30,318,750(1)           $7,580
  ($.01 par value)            shares
  
  ==========================================================================================================
  (1)  Estimated pursuant to Rule 457(c) and (h) based on the average of the
  high and low prices of the Common Stock as reported on the National Association
  of Securities Dealers Automated Quotation National Market System on March 9,
  2001.
  
                     -------------------------------------------
  2
  
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") are incorporated in this Registration Statement by reference:
  
       (a)  Annual Report on Form 10-K for the fiscal year ended September 30,
            2000 filed on December 29, 2000, as amended by the Form 10-K/A filed
            on January 29, 2001;
  
       (b)  Quarterly Report on Form 10-Q for the fiscal quarter ended December
            31, 2001, filed on February 14, 2001;
  
       (c)  The Company's definitive Proxy Statement distributed in connection
            with its 2001 Annual Meeting of Stockholders, as filed with the
            Commission on February 6, 2001; and
  
       (d)  The description of the Company's common stock contained in the
            registration statement on Form 8-A filed on April 14, 1994, including
            all amendments or reports filed for the purpose of updating such
            description.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the securities registered hereby is being passed upon for
  the Company by Craig Newfield, Esq., General Counsel of the Company.
  
                                        II-1
  3
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article 6 of the Company's Amended and Restated Articles of Organization
  provides that a director shall not have personal liability to the Company or its
  stockholders for monetary damages arising out of the director's breach of
  fiduciary duty as a director of the Company, to the maximum extent permitted by
  Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts
  Business Corporation Law provides that the articles of organization of a
  corporation may state a provision eliminating or limiting the personal liability
  of a director to a corporation or its stockholders for monetary damages for
  breach of fiduciary duty as a director, provided, however, that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of
  the director's duty of loyalty to the corporation or its stockholders, (ii) for
  acts of omissions not in good faith or which involve intentional misconduct or
  knowing violation of law, (iii) under section 61 or 62 of the Massachusetts
  Business Corporation Law dealing with liability for unauthorized distributions
  and loans to insiders, respectively, or (iv) for any transaction from which the
  director derived an improper personal benefit.
  
       Article 6 of the Company's Amended and Restated Articles of Organization
  further provides that the Company shall, to the fullest extent authorized by
  Chapter 156B of the Massachusetts General Laws, indemnify each person who is, or
  shall have been, a director or officer of the Company or who is or was a
  director or employee of the Company and is serving, or shall have served, at the
  request of the Company, as director or officer of another organization or in any
  capacity with respect to any employee benefit plan of the Company, against all
  liabilities and expenses (including judgments, fines, penalties, amounts paid or
  to be paid in settlement, and reasonable attorneys' fees) imposed upon or
  incurred by any such person in connection with, or arising out of, the defense
  or disposition of any action, suit or other proceeding whether civil or
  criminal, in which they may be involved by reason of being or having been such a
  director or officer or as a result of service with respect to any such employee
  benefit plan. Section 67 of Chapter 156B of the Massachusetts General Laws
  authorizes a corporation to indemnify its directors, officers, employees and
  other agents unless such person shall have been adjudicated in any proceeding
  not to have acted in good faith in the reasonable belief that such action was in
  the best interests of the corporation or, to the extent such matter related to
  service with respect to an employee benefit plan, in the best interests of the
  participants or beneficiaries of such employee benefit plan.
  
       The effect of these provisions would be to permit indemnification by the
  Company for, among other liabilities, liabilities arising out of the Securities
  Act of 1933, as amended.
  
                                        II-2
  4
  
       Section 67 of the Massachusetts Business Corporation Law also affords a
  Massachusetts corporation the power to obtain insurance on behalf of its
  directors and officers against liabilities incurred by them in those capacities.
  The Company has procured a directors' and officers' liability and company
  reimbursement liability insurance policy that (i) insures directors and officers
  of the Company against losses (above a deductible amount) arising from certain
  claims made against them by reason of certain acts done or attempted by such
  directors or officers and (ii) insures the Company against losses (above a
  deductible amount) arising from any such claims, but only if the Company is
  required or permitted to indemnify such directors or officers for such losses
  under statutory or common law or under provisions of the Company's Amended and
  Restated Articles of Organization or Restated By-Laws.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8. EXHIBITS.
  
  EXHIBIT
  NUMBER    DESCRIPTION OF EXHIBIT
  ------    ----------------------
  
  4.1       Amended and Restated Articles of Organization of the Company (included
            as Exhibit 3.3 to the Company's Registration Statement on Form S-1,
            Registration No. 33-76420, and incorporated herein by reference) *
  
  4.2       Restated By-Laws of the Company, as amended (included as Exhibit 3.5
            to the Quarterly Report on Form 10-Q for the fiscal quarter ended
            December 31, 2000, File No. 0-23852, and incorporated herein by
            reference) *
  
  4.3       Specimen certificate for the Common Stock of the Company (included as
            Exhibit 4.1 to the Company's Registration Statement on Form S-1,
            Registration No. 33-76420, and herein by reference) *
  
  4.4       Article 4B of the Amended and Restated Articles of Organization of the
            Company (included as Exhibit 4.1 to the Company's Registration
            Statement on Form S-1, Registration No. 33-76420, and incorporated
            herein by reference) *
  
  4.5       Rights Agreement dated as of January 27, 1998, between MRO Software,
            Inc. and BankBoston, N.A. as Rights Agent (included as Exhibit 4 (a)
            to the Company's Current Report on Form 8-K dated February 2, 1998,
            File No.0-23852, and incorporated herein by reference) *
  
  4.6       Form of Certificate of Designation of Series A Junior Participating
            Preferred Stock of MRO Software, Inc. (included as Exhibit 4 (b) to
            the Company's Current Report on Form 8-K dated February 2, 1998, File
            No. 0-23852, and incorporated herein by reference) *
  
  4.7       Form of Rights Certificate (included as Exhibit 4 (c) to the Company's
            Current Report on Form 8-K dated February 2, 1998, File No. 0-23852,
            and incorporated herein by reference) *
  
  4.8       Articles of Amendment dated March 6, 2001 (included as Exhibit 3.4 to
            the Company's Current report on Form 8-K dated March 9, 2001, File No.
            0-23852, and incorporated herein by reference) *
  
  4.9       MRO Software, Inc. Amended and Restated 1999 Equity Incentive Plan
            (filed as Exhibit B to the Company's definitive Proxy Statement
            distributed in connection with its 2001 Annual Meeting of
            Stockholders, as filed with the Commission on February 6, 2001, File
            No. 0-23852, and incorporated herein by reference) *
  
                                        II-3
  5
  
  EXHIBIT
  NUMBER    DESCRIPTION OF EXHIBIT
  ------    ----------------------
  5.1       Legal Opinion of Craig Newfield, Esq.**
  
  23.1      Consent of PricewaterhouseCoopers LLP **
  
  23.2      Consent of Craig Newfield, Esq. (contained in Exhibit 5.1)**
  
  24        Power of Attorney (contained on Signature Page of this registration
            statement)
  
  ---------------
  *         Not filed herewith. In accordance with Rule 411 promulgated pursuant
            to the Securities Act of 1933, as amended, reference is made to the
            documents previously filed with the Commission, which are incorporated
            by reference herein.
  
  **        Filed herewith.
  
  ITEM 9. UNDERTAKINGS.
  
       1.   The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       2.   The undersigned registrant hereby undertakes:
  
            (a)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
            (i)  To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       registration statement. Notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than 20 percent change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table in
       the effective registration statement.
  
            (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;
  
                                        II-4
  6
  
  provided, however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference herein.
  
            (b)  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.
  
            (c)  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.
  
       3.   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                     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 Town of Bedford, Commonwealth of Massachusetts, on this 14th
  day of March, 2001.
  
                                     MRO SOFTWARE, INC.
  
                                     By:  /s/ Norman E. Drapeau, Jr.
                                         -----------------------------------------
                                         Norman E. Drapeau, Jr.
                                         President
  
                                        II-5
  7
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints Norman E. Drapeau, Jr., Peter J. Rice and Craig
  Newfield, and each of them, his true and lawful attorneys-in-fact and agents
  with full power of substitution, for him and in his name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all documents in connection therewith, with the Securities
  and Exchange Commission, granting unto said attorneys-in-fact and agents, and
  each of them, full power and authority to do and perform each and every act and
  thing which they, or any of them, may deem necessary or advisable to be done in
  connection with this Registration Statement, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents or any of them, or any substitute or
  substitutes for any or all of them, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                                    Title                            Date
  ---------                                    -----                            ----
  /s/ Robert S. Daniels              Executive Chairman of the Board            March 14, 2001
  ----------------------------
  Robert L. Daniels
  
  /s/ Norman E. Drapeau, Jr.         President, Chief Executive                 March 14, 2001
  ----------------------------       Officer and Director
  Norman E. Drapeau, Jr.             (principal executive officer)
  
  /s/ Peter J. Rice                  Chief Financial Officer,                   March 14, 2001
  ----------------------------       Executive Vice President, Finance and
  Peter J. Rice                      Administration, Treasurer and Director
                                     (principal financial and
                                     accounting officer)
  
  /s/ Stephen B. Sayre               Director                                   March 14, 2001
  ----------------------------
  Stephen B. Sayre
  
  /s/ Alan L. Stanzler               Director                                   March 14, 2001
  ----------------------------
  Alan L. Stanzler
  
  /s/ Richard P. Fishman             Director                                   March 14, 2001
  ----------------------------
  Richard P. Fishman
  
  /s/ John A. McMullen               Director                                   March 14, 2001
  ---------------------------
  John A. McMullen
  II-6
  8
  
                                    EXHIBIT INDEX
  EXHIBIT
  NUMBER    DESCRIPTION OF EXHIBIT
  ------    ----------------------
  
  4.1       Amended and Restated Articles of Organization of the Company (included
            as Exhibit 3.3 to the Company's Registration Statement on Form S-1,
            Registration No. 33-76420, and incorporated herein by reference) *
  
  4.2       Restated By-Laws of the Company, as amended (included as Exhibit 3.5
            to the Quarterly Report on Form 10-Q for the fiscal quarter ended
            December 31, 2000 File No. 0-23852 and incorporated herein by
            reference) *
  
  4.3       Specimen certificate for the Common Stock of the Company (included as
            Exhibit 4.1 to the Company's Registration Statement on Form S-1,
            Registration No. 33-76420, and herein by reference)*
  
  4.4       Article 4B of the Amended and Restated Articles of Organization of the
            Company (included as Exhibit 4.1 to the Company's Registration
            Statement on Form S-1, Registration No. 33-76420, and incorporated
            herein by reference) *
  
  4.5       Rights Agreement dated as of January 27, 1998, between MRO Software,
            Inc. and BankBoston, N.A. as Rights Agent (included as Exhibit 4 (a)
            to the Company's Current Report on Form 8-K dated February 2, 1998,
            File No.0-23852, and incorporated herein by reference) *
  
  4.6       Form of Certificate of Designation of Series A Junior Participating
            Preferred Stock of MRO Software, Inc. (included as Exhibit 4 (b) to
            the Company's Current Report on Form 8-K dated February 2, 1998, File
            No. 0-23852, and incorporated herein by reference) *
  
  4.7       Form of Rights Certificate (included as Exhibit 4 (c) to the Company's
            Current Report on Form 8-K dated February 2, 1998, File No. 0-23852,
            and incorporated herein by reference) *
  
  4.8       Articles of Amendment dated March 6, 2001 (included as Exhibit 3.4 to
            the Company's Current report on Form 8-K dated March 9, 2001, File No.
            0-23852, and incorporated herein by reference) *
  
  4.9       MRO Software, Inc. Amended and Restated 1999 Equity Incentive Plan
            (filed as Exhibit B to the Company's definitive Proxy Statement
            distributed in connection with its 2001 Annual Meeting of
            Stockholders, as filed with the Commission on February 6, 2001, File
            No. 0-23852, and incorporated herein by reference) *
  
  5.1       Legal Opinion of Craig Newfield, Esq.**
  
  23.1      Consent of PricewaterhouseCoopers LLP **
  
  23.2      Consent of Craig Newfield, Esq. (contained in Exhibit 5.1)**
  
  24        Power of Attorney (contained on Signature Page of this registration
            statement)
  
  --------------
  *         Not filed herewith. In accordance with Rule 411 promulgated pursuant
            to the Securities Act of 1933, as amended, reference is made to the
            documents previously filed with the Commission, which are incorporated
            by reference herein.
  
  **        Filed herewith.