content: <PAGE>   1
  
  
        As filed with the Securities and Exchange Commission on June 7, 1996
                                                        Registration No. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                 SOFTWARE 2000, Inc.
               (Exact name of registrant as specified in its charter)
  
           Massachusetts                                    04-2734036
           -------------                                    ----------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                 25 Communications Way, Hyannis, Massachusetts 02601
                 ---------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                          1984 Incentive Stock Option Plan
                               1989 Stock Option Plan
                                   1995 Stock Plan
                    1995 Non-Employee Director Stock Option Plan
                              (Full title of the plans)
  
                             --------------------------
  
                                 Robert A. Pemberton
                  Chairman of the Board and Chief Executive Officer
                                 Software 2000, Inc.
                                25 Communications Way
                            Hyannis, Massachusetts 02601
                                   (508) 778-2000
               (Name, address including zip code and telephone number,
                     including area code, of agent for service)
  
                             --------------------------
  
                                      Copy to:
                             William B. Asher, Jr., Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                  High Street Tower
                                   125 High Street
                                  Boston, MA 02110
                                   (617) 248-7000
  
  ================================================================================
  <PAGE>   2
  
  
  <TABLE>
                                     CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
  =====================================================================================================
  
                                                       Proposed           Proposed
            Title of                                   Maximum             Maximum
           Securities                Amount            Offering           Aggregate         Amount of
             to be                   to be            Price Per           Offering         Registration
           Registered              Registered           Share               Price               Fee
  - -----------------------------------------------------------------------------------------------------
  
  <C>                           <C>                    <C>               <C>                  <C>    
  1984 INCENTIVE STOCK          1,312,500 shares       $ 2.85(1)         $ 3,740,625          $ 1,290
  OPTION PLAN
  Common Stock,
  $.01 par value
  
  1989 STOCK OPTION
  PLAN
  Common Stock,
  $.01 par value                2,221,795 shares       $ 5.35(1)         $11,886,603          $ 4,099
  
  1995 STOCK PLAN
  Common Stock,
  $.01 par value                3,500,000 shares       $16.94(2)         $59,290,000          $20,445
  
  1995 NON-EMPLOYEE
  DIRECTOR STOCK
  OPTION PLAN
  Common Stock,
  $.01 par value                  210,000 shares       $16.94(2)         $ 3,557,400          $ 1,227
  
  TOTAL:                        7,244,295 shares                                              $27,061
                                                                                              -------
  
  
  =====================================================================================================
  <FN>
  
  (1)    Such shares are issuable upon exercise of outstanding options with fixed exercise prices.
         Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933, as amended, the
         aggregate offering price and the fee have been computed upon the basis of the price at which
         the options may be exercised. The offering price per share set forth for such shares is the
         maximum exercise price per share at which such options are exercisable.
  
  (2)    The price of $16.94 per share which is the average of the high and low prices reported on the
         Nasdaq National Market on June 2, 1996, is set forth solely for purposes of calculating the
         filing fee pursuant to Rule 457(c) and is used only for those shares without a fixed exercise
         price.
  </TABLE>
  
  
  
                                         2
  <PAGE>   3
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  Item 1.  Plan Information.
           ----------------
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
           -----------------------------------------------------------
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ---------------------------------------
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
           (a)      Registrant's Prospectus filed pursuant to Rule 424(b)(1) of
                    the Securities Act of 1933, as amended (the "Securities Act"),
                    in Registration Statement No. 333-3940 on Form S-1, as
                    amended;
  
           (b)      Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended December 31, 1995 filed pursuant to the
                    Securities and Exchange Act of 1934, as amended (the "Exchange
                    Act");
  
            (c)     Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended March 31, 1996 filed pursuant to the Exchange
                    Act; and
  
           (d)      Item 1, "Description of Registrant's Securities to be
                    Registered," contained in the Registrant's Registration
                    Statement on Form 8-A, filed pursuant to Section 12(g) 
  
  
                                         3
  <PAGE>   4
  
                    of the Exchange Act, on October 20, 1995, and incorporating by
                    reference the information contained in the Registrant's
                    Registration Statement on Form S-1, Registration No. 33-97866.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein 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.  Interest of Named Experts and Counsel.
           -------------------------------------
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
           The Massachusetts General Corporation Law and the Registrant's Second
  Restated Articles of Organization and Second Amended and Restated By-laws
  provide for indemnification of the Registrant's directors and officers for
  liabilities and expenses that they may incur in such capacities. In general,
  directors and officers are indemnified with respect to actions taken in good
  faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of the Registrant, and with respect to any criminal action or
  proceeding, actions that the indemnified party had no reasonable cause to
  believe were unlawful. Reference is made to the Registrant's Second Restated
  Articles of Organization and Second Amended and Restated By-Laws filed as
  Exhibits 3.2 and 3.4, respectively, to the Registrant's Registration Statement
  on Form S-1 (File No. 33-97866) and incorporated herein by reference.
  
           The Underwriting Agreement provides that the Underwriters are
  obligated, under certain circumstances, to indemnify directors, officers and
  controlling persons of the Company against certain liabilities, including
  liabilities under the Securities Act. Reference is made to the form of
  Underwriting Agreement filed as Exhibit 1.1 to the Registrant's Registration
  Statement on Form S-1 (File No. 333-3940) and incorporated herein by reference.
  
  Item 7.  Exemption From Registration Claimed.
           -----------------------------------
  
           Not applicable.
  
  
  
                                         4
  <PAGE>   5
  
  
  <TABLE>
  Item 8.  Exhibits
           --------
  <CAPTION>
  
           Exhibit No.    Description of Exhibit
           -----------    ----------------------
  
           <S>            <C>
           Exhibit 4.1    Specimen certificate representing the Common Stock of 
                          the Registrant (filed as Exhibit 4.1 to Registrant's
                          Registration Statement on Form S-1 (File No. 33-97866) 
                          and incorporated herein by reference).
  
           Exhibit 4.2    Second Restated Articles of Organization of the 
                          Registrant (filed as Exhibit 3.2 to Registrant's        
                          Registration Statement on Form S-1 (File No. 33-97866)
                          and incorporated herein by reference).
  
           Exhibit 4.3    Second Amended and Restated By-laws of the Registrant
                          (filed as Exhibit 3.4 to Registrant's Registration
                          Statement on Form S-1 (File No. 33-97866) and
                          incorporated herein by reference).
  
           Exhibit 4.4    1984 Incentive Stock Option Plan (filed as Exhibit 10.1
                          to Registrant's Registration Statement on Form S-1
                          (File No. 33-97866) and incorporated herein by
                          reference).
  
           Exhibit 4.5    1989 Stock Option Plan (filed as Exhibit 10.2 to 
                          Registrant's Registration Statement on Form S-1 (File   
                          No. 33-97866) and incorporated herein by reference).
  
           Exhibit 4.6    1995 Stock Plan (filed as Exhibit 10.3 to Registrant's 
                          Registration Statement on Form S-1 (File No. 33-97866) 
                          and incorporated herein by reference).
  
           Exhibit 4.7    1995 Non-Employee Director Stock Option Plan  (filed as
                          Exhibit 10.5 to Registrant's Registration Statement on
                          Form S-1 (File No. 33-97866) and incorporated herein by
                          reference).
  
           Exhibit 5.1    Opinion of Testa, Hurwitz & Thibeault, LLP.
  
           Exhibit 23.1   Consent of Price Waterhouse LLP.
  
           Exhibit 23.2   Consent of Testa, Hurwitz & Thibeault, LLP (included in
                          Exhibit 5.1).
  
           Exhibit 24.1   Power of Attorney (included as part of the signature 
                          page to this Registration Statement).
  </TABLE>
  
  Item 9.  Undertakings.
           ------------
  
           (a)      The undersigned Registrant hereby undertakes:
  
  
                                         5
  <PAGE>   6
  
                    (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 set forth in the Registration
                                      Statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high and of the estimated
                                      maximum offering range may be reflected in
                                      the form of prospectus filed with the
                                      Commission pursuant to Rule 424(b) if, in
                                      the aggregate, the changes in volume and
                                      price represent no more than 20 percent
                                      change in the maximum aggregate offering
                                      price set forth in the "Calculation of
                                      Registration Fee" table in the effective
                                      registration statement.
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in the Registration Statement;
  
                             provided, however, that paragraphs (a)(1)(i) and
                             (a)(1)(ii) do not apply if the information required
                             to be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed
                             with or furnished to the Commission by the Registrant
                             pursuant to Section 13 or Section 15(d) of the
                             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.
  
           (b) 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
  
  
  
                                         6
  <PAGE>   7
  
  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.
  
           (c) 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 provisions described in Item 6, 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 questions 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.
  
  
                                         7
  <PAGE>   8
  
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, Software 2000, Inc., 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 Hyannis, Commonwealth of
  Massachusetts, on this 7th day of June, 1996.
  
                                          SOFTWARE 2000, INC.
  
  
  
                                          By:/s/ Robert A. Pemberton
                                             ---------------------------------
                                             Robert A. Pemberton
                                             Chairman of the Board and
                                             Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
  signature appears below constitutes and appoints, jointly and severally, Robert
  A. Pemberton and Frederick J. Lizza, his attorneys-in-fact, each with the power
  of substitution, for him in any and all capacities, to sign 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, hereby
  ratifying and confirming all that each of said attorneys-in-fact, or his
  substitute or substitutes, may do or cause to be done by virtue hereof.
  
  
                                         8
  <PAGE>   9
  
  
  
  <TABLE>
            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.
  <CAPTION>
  
  
  
          Signature                        Title                                          Date
          ---------                        -----                                          ----
  
  <S>                               <C>                                               <C>
  /s/ Robert A. Pemberton           Chairman of the Board and Chief                   June 7, 1996
  - -----------------------           Executive Officer (Principal Executive   
  Robert A. Pemberton               Officer)                                 
  
  /s/ Frederick J. Lizza            President, Chief Operating Officer and            June 7, 1996
  - -----------------------           Director
  Frederick J. Lizza    
  
  /s/ Daniel J. Kossmann            Chief Financial Officer (Principal                June 7, 1996
  - -----------------------           Financial and Accounting Officer)
  Daniel J. Kossmann
  
  /s/ R. Stephen Cheheyl            Director                                          June 7, 1996
  - -----------------------
  R. Stephen Cheheyl
  
                                    Director                                          
  - -----------------------
  Manuel Correia
  
  /s/ Roland D. Pampel              Director                                          June 7, 1996
  - -----------------------
  Roland D. Pampel
  
                                    Director                                          
  - -----------------------
  Robert P. Schechter
  </TABLE>
  
  
  
  <PAGE>   10
  
  
  <TABLE>
                                            INDEX TO EXHIBITS
  <CAPTION>
  
  EXHIBIT NO.                                  DESCRIPTION                                               PAGE
  - -----------                                  -----------                                               ----
  
  <S>              <C>                                                                                    <C>
  Exhibit 4.1      Specimen certificate representing the Common Stock of the Registrant (filed as 
                   Exhibit 4.1 to Registrant's Registration Statement on Form S-1 (File No. 33-97866)
                   and incorporated herein by reference).
  
  Exhibit 4.2      Second Restated Articles of Organization of the Registrant (filed as Exhibit 3.2 to
                   Registrant's Registration Statement on Form S-1 (File No. 33-97866) and
                   incorporated herein by reference).
  
  Exhibit 4.3      Second Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.4 to 
                   Registrant's Registration Statement on Form S-1 (File No. 33-97866) and
                   incorporated herein by reference).
  
  Exhibit 4.4      1984 Incentive Stock Option Plan (filed as Exhibit 10.1 to Registrant's 
                   Registration Statement on Form S-1 (File No. 33-97866) and incorporated herein by
                   reference).
  
  Exhibit 4.5      1989 Stock Option Plan (filed as Exhibit 10.2 to Registrant's Registration 
                   Statement on Form S-1 (File No. 33-97866) and incorporated herein by reference).
  
  Exhibit 4.6      1995 Stock Plan (filed as Exhibit 10.3 to Registrant's Registration Statement on
                   Form S-1 (File No. 33-97866) and incorporated herein by reference).
  
  Exhibit 4.7      1995 Non-Employee Director Stock Option Plan  (filed as Exhibit 10.5 to 
                   Registrant's Registration Statement on Form S-1 (File No. 33-97866) and
                   incorporated herein by reference).
  
  Exhibit 5.1      Opinion of Testa, Hurwitz & Thibeault, LLP.
  
  Exhibit 23.1     Consent of Price Waterhouse LLP.
  
  Exhibit 23.2     Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
  
  Exhibit 24.1     Power of Attorney (included as part of the signature page to this Registration
                   Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "SOFTWARE 2000, INC.", "secsgml_size_bytes": 24238}]
metadata_filer: {"company-data": {"conformed-name": "SOFTWARE 2000 INC /MA/", "cik": "0001002044", "assigned-sic": "7373", "irs-number": "042734036", "state-of-incorporation": "MA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05439", "film-number": "96578098"}, "business-address": {"street1": "25 COMMUNICATIONS WAY", "street2": "DRAWER 6000", "city": "HYANNIS", "state": "MA", "zip": "02601", "phone": "5087782000"}, "former-company": {"former-conformed-name": "SOFTWARE 2000 INC  /MA/", "date-changed": "19951012"}}
text: 1
  
        As filed with the Securities and Exchange Commission on June 7, 1996
                                                        Registration No. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                 SOFTWARE 2000, Inc.
               (Exact name of registrant as specified in its charter)
  
           Massachusetts                                    04-2734036
           -------------                                    ----------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                 25 Communications Way, Hyannis, Massachusetts 02601
                 ---------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                          1984 Incentive Stock Option Plan
                               1989 Stock Option Plan
                                   1995 Stock Plan
                    1995 Non-Employee Director Stock Option Plan
                              (Full title of the plans)
  
                             --------------------------
  
                                 Robert A. Pemberton
                  Chairman of the Board and Chief Executive Officer
                                 Software 2000, Inc.
                                25 Communications Way
                            Hyannis, Massachusetts 02601
                                   (508) 778-2000
               (Name, address including zip code and telephone number,
                     including area code, of agent for service)
  
                             --------------------------
  
                                      Copy to:
                             William B. Asher, Jr., Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                  High Street Tower
                                   125 High Street
                                  Boston, MA 02110
                                   (617) 248-7000
  
  ================================================================================
  2
  
                                     CALCULATION OF REGISTRATION FEE
  =====================================================================================================
  
                                                       Proposed           Proposed
            Title of                                   Maximum             Maximum
           Securities                Amount            Offering           Aggregate         Amount of
             to be                   to be            Price Per           Offering         Registration
           Registered              Registered           Share               Price               Fee
  - -----------------------------------------------------------------------------------------------------
  1984 INCENTIVE STOCK          1,312,500 shares       $ 2.85(1)         $ 3,740,625          $ 1,290
  OPTION PLAN
  Common Stock,
  $.01 par value
  
  1989 STOCK OPTION
  PLAN
  Common Stock,
  $.01 par value                2,221,795 shares       $ 5.35(1)         $11,886,603          $ 4,099
  
  1995 STOCK PLAN
  Common Stock,
  $.01 par value                3,500,000 shares       $16.94(2)         $59,290,000          $20,445
  
  1995 NON-EMPLOYEE
  DIRECTOR STOCK
  OPTION PLAN
  Common Stock,
  $.01 par value                  210,000 shares       $16.94(2)         $ 3,557,400          $ 1,227
  
  TOTAL:                        7,244,295 shares                                              $27,061
                                                                                              -------
  
  =====================================================================================================
  (1)    Such shares are issuable upon exercise of outstanding options with fixed exercise prices.
         Pursuant to Regulation C, Rule 457(h)(1) under the Securities Act of 1933, as amended, the
         aggregate offering price and the fee have been computed upon the basis of the price at which
         the options may be exercised. The offering price per share set forth for such shares is the
         maximum exercise price per share at which such options are exercisable.
  
  (2)    The price of $16.94 per share which is the average of the high and low prices reported on the
         Nasdaq National Market on June 2, 1996, is set forth solely for purposes of calculating the
         filing fee pursuant to Rule 457(c) and is used only for those shares without a fixed exercise
         price.
  2
  3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.
           ----------------
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
           -----------------------------------------------------------
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ---------------------------------------
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
           (a)      Registrant's Prospectus filed pursuant to Rule 424(b)(1) of
                    the Securities Act of 1933, as amended (the "Securities Act"),
                    in Registration Statement No. 333-3940 on Form S-1, as
                    amended;
  
           (b)      Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended December 31, 1995 filed pursuant to the
                    Securities and Exchange Act of 1934, as amended (the "Exchange
                    Act");
  
            (c)     Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended March 31, 1996 filed pursuant to the Exchange
                    Act; and
  
           (d)      Item 1, "Description of Registrant's Securities to be
                    Registered," contained in the Registrant's Registration
                    Statement on Form 8-A, filed pursuant to Section 12(g) 
  
                                         3
  4
  
                    of the Exchange Act, on October 20, 1995, and incorporating by
                    reference the information contained in the Registrant's
                    Registration Statement on Form S-1, Registration No. 33-97866.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein 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.  Interest of Named Experts and Counsel.
           -------------------------------------
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
           The Massachusetts General Corporation Law and the Registrant's Second
  Restated Articles of Organization and Second Amended and Restated By-laws
  provide for indemnification of the Registrant's directors and officers for
  liabilities and expenses that they may incur in such capacities. In general,
  directors and officers are indemnified with respect to actions taken in good
  faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of the Registrant, and with respect to any criminal action or
  proceeding, actions that the indemnified party had no reasonable cause to
  believe were unlawful. Reference is made to the Registrant's Second Restated
  Articles of Organization and Second Amended and Restated By-Laws filed as
  Exhibits 3.2 and 3.4, respectively, to the Registrant's Registration Statement
  on Form S-1 (File No. 33-97866) and incorporated herein by reference.
  
           The Underwriting Agreement provides that the Underwriters are
  obligated, under certain circumstances, to indemnify directors, officers and
  controlling persons of the Company against certain liabilities, including
  liabilities under the Securities Act. Reference is made to the form of
  Underwriting Agreement filed as Exhibit 1.1 to the Registrant's Registration
  Statement on Form S-1 (File No. 333-3940) and incorporated herein by reference.
  
  Item 7.  Exemption From Registration Claimed.
           -----------------------------------
  
           Not applicable.
  
                                         4
  5
  
  Item 8.  Exhibits
           --------
  Exhibit No.    Description of Exhibit
           -----------    ----------------------
  Exhibit 4.1    Specimen certificate representing the Common Stock of 
                          the Registrant (filed as Exhibit 4.1 to Registrant's
                          Registration Statement on Form S-1 (File No. 33-97866) 
                          and incorporated herein by reference).
  
           Exhibit 4.2    Second Restated Articles of Organization of the 
                          Registrant (filed as Exhibit 3.2 to Registrant's        
                          Registration Statement on Form S-1 (File No. 33-97866)
                          and incorporated herein by reference).
  
           Exhibit 4.3    Second Amended and Restated By-laws of the Registrant
                          (filed as Exhibit 3.4 to Registrant's Registration
                          Statement on Form S-1 (File No. 33-97866) and
                          incorporated herein by reference).
  
           Exhibit 4.4    1984 Incentive Stock Option Plan (filed as Exhibit 10.1
                          to Registrant's Registration Statement on Form S-1
                          (File No. 33-97866) and incorporated herein by
                          reference).
  
           Exhibit 4.5    1989 Stock Option Plan (filed as Exhibit 10.2 to 
                          Registrant's Registration Statement on Form S-1 (File   
                          No. 33-97866) and incorporated herein by reference).
  
           Exhibit 4.6    1995 Stock Plan (filed as Exhibit 10.3 to Registrant's 
                          Registration Statement on Form S-1 (File No. 33-97866) 
                          and incorporated herein by reference).
  
           Exhibit 4.7    1995 Non-Employee Director Stock Option Plan  (filed as
                          Exhibit 10.5 to Registrant's Registration Statement on
                          Form S-1 (File No. 33-97866) and incorporated herein by
                          reference).
  
           Exhibit 5.1    Opinion of Testa, Hurwitz & Thibeault, LLP.
  
           Exhibit 23.1   Consent of Price Waterhouse LLP.
  
           Exhibit 23.2   Consent of Testa, Hurwitz & Thibeault, LLP (included in
                          Exhibit 5.1).
  
           Exhibit 24.1   Power of Attorney (included as part of the signature 
                          page to this Registration Statement).
  Item 9.  Undertakings.
           ------------
  
           (a)      The undersigned Registrant hereby undertakes:
  
                                         5
  6
  
                    (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 set forth in the Registration
                                      Statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high and of the estimated
                                      maximum offering range may be reflected in
                                      the form of prospectus filed with the
                                      Commission pursuant to Rule 424(b) if, in
                                      the aggregate, the changes in volume and
                                      price represent no more than 20 percent
                                      change in the maximum aggregate offering
                                      price set forth in the "Calculation of
                                      Registration Fee" table in the effective
                                      registration statement.
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in the Registration Statement;
  
                             provided, however, that paragraphs (a)(1)(i) and
                             (a)(1)(ii) do not apply if the information required
                             to be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed
                             with or furnished to the Commission by the Registrant
                             pursuant to Section 13 or Section 15(d) of the
                             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.
  
           (b) 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
  
                                         6
  7
  
  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.
  
           (c) 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 provisions described in Item 6, 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 questions 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.
  
                                         7
  8
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, Software 2000, Inc., 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 Hyannis, Commonwealth of
  Massachusetts, on this 7th day of June, 1996.
  
                                          SOFTWARE 2000, INC.
  
                                          By:/s/ Robert A. Pemberton
                                             ---------------------------------
                                             Robert A. Pemberton
                                             Chairman of the Board and
                                             Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
  signature appears below constitutes and appoints, jointly and severally, Robert
  A. Pemberton and Frederick J. Lizza, his attorneys-in-fact, each with the power
  of substitution, for him in any and all capacities, to sign 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, hereby
  ratifying and confirming all that each of said attorneys-in-fact, or his
  substitute or substitutes, may do or cause to be done by virtue hereof.
  
                                         8
  9
  
            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 A. Pemberton           Chairman of the Board and Chief                   June 7, 1996
  - -----------------------           Executive Officer (Principal Executive   
  Robert A. Pemberton               Officer)                                 
  
  /s/ Frederick J. Lizza            President, Chief Operating Officer and            June 7, 1996
  - -----------------------           Director
  Frederick J. Lizza    
  
  /s/ Daniel J. Kossmann            Chief Financial Officer (Principal                June 7, 1996
  - -----------------------           Financial and Accounting Officer)
  Daniel J. Kossmann
  
  /s/ R. Stephen Cheheyl            Director                                          June 7, 1996
  - -----------------------
  R. Stephen Cheheyl
  
                                    Director                                          
  - -----------------------
  Manuel Correia
  
  /s/ Roland D. Pampel              Director                                          June 7, 1996
  - -----------------------
  Roland D. Pampel
  
                                    Director                                          
  - -----------------------
  Robert P. Schechter
  10
  
                                            INDEX TO EXHIBITS
  EXHIBIT NO.                                  DESCRIPTION                                               PAGE
  - -----------                                  -----------                                               ----
  Exhibit 4.1      Specimen certificate representing the Common Stock of the Registrant (filed as 
                   Exhibit 4.1 to Registrant's Registration Statement on Form S-1 (File No. 33-97866)
                   and incorporated herein by reference).
  
  Exhibit 4.2      Second Restated Articles of Organization of the Registrant (filed as Exhibit 3.2 to
                   Registrant's Registration Statement on Form S-1 (File No. 33-97866) and
                   incorporated herein by reference).
  
  Exhibit 4.3      Second Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.4 to 
                   Registrant's Registration Statement on Form S-1 (File No. 33-97866) and
                   incorporated herein by reference).
  
  Exhibit 4.4      1984 Incentive Stock Option Plan (filed as Exhibit 10.1 to Registrant's 
                   Registration Statement on Form S-1 (File No. 33-97866) and incorporated herein by
                   reference).
  
  Exhibit 4.5      1989 Stock Option Plan (filed as Exhibit 10.2 to Registrant's Registration 
                   Statement on Form S-1 (File No. 33-97866) and incorporated herein by reference).
  
  Exhibit 4.6      1995 Stock Plan (filed as Exhibit 10.3 to Registrant's Registration Statement on
                   Form S-1 (File No. 33-97866) and incorporated herein by reference).
  
  Exhibit 4.7      1995 Non-Employee Director Stock Option Plan  (filed as Exhibit 10.5 to 
                   Registrant's Registration Statement on Form S-1 (File No. 33-97866) and
                   incorporated herein by reference).
  
  Exhibit 5.1      Opinion of Testa, Hurwitz & Thibeault, LLP.
  
  Exhibit 23.1     Consent of Price Waterhouse LLP.
  
  Exhibit 23.2     Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
  
  Exhibit 24.1     Power of Attorney (included as part of the signature page to this Registration
                   Statement).