As filed with the Securities and Exchange Commission on March    , 2006

Registration No. 333-



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

__________


FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________


MAGIC SOFTWARE ENTERPRISES LTD.

(Exact name of registrant as specified in its charter)


Israel                                                                         None

(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)


5 HaPlada Street, Or-Yehuda, Israel 60218

(Address of Principal Executive Offices) (Zip Code)


2000 EMPLOYEE STOCK OPTION PLAN, AS AMENDED

(Full title of the plan)


Magic Software Enterprises Inc.

Attn: Oren Inbar, Chief Executive Officer

23046 Avenida de la Carlota

Laguna Hills, CA 92653

 (Name and address of agent for service)


(949) 250-1718

(Telephone number, including area code, of agent for service)


Copies to:


Steven J. Glusband, Esq.

Carter, Ledyard & Milburn LLP

2 Wall Street

New York, New York  10005
(212) 732-3200

Amit Birk Adv.

Magic Software Enterprises Ltd.

5 Haplada Street

Or-Yehuda  60218, Israel
972-3-538-9322



CALCULATION OF REGISTRATION FEE




Title of securities to be registered



Amount to be registered

Proposed maximum offering price per share

Proposed maximum aggregate offering price


Amount of registration fee


Ordinary Shares, par value NIS 0.1 per share




600,000 shares


$1.66 (1)


   

$996,000



$106.57 (2)


(1)

Calculated pursuant to Rule 457(h) and (c) on the basis of the average of the high and low prices ($1.71 and $1.61) of an ordinary share as quoted on the NASDAQ National Market System on March 1, 2006.


(2)

Calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows: proposed maximum aggregate offering price multiplied by .000107.







This Registration Statement shall become effective immediately upon filing as provided in

Rule 462 under the Securities Act of 1933.   







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EXPLANATORY NOTE


The purpose of this Registration Statements is to register additional 600,000 Ordinary Shares for issuance under the Registrant's 2000 Employee Stock Option Plan, as amended and restated.  In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8 (File No. 333-104377) filed with the Securities and Exchange Commission (the "Commission") on March 8, 2001, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.






6055868.2

   




SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets 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 Or Yehuda, Israel on March 6, 2006.



MAGIC SOFTWARE ENTERPRISES LTD.



     /s/ David Assia

By: _______________________________

   

David Assia

Acting Chief Executive Officer






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POWER OF ATTORNEY

                                    

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Assia and Amit Birk, and each of them severally, his true and lawful attorney-in-fact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of Magic Software Enterprises Ltd., any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connec­tion therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitutes, may 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 on March 6, 2006, by the following persons in the capacities indicated.


Signature

 

Title

/s/ David Assia


David Assia

 

Chairman of the Board of Directors and Director and Acting Chief Executive Officer

/s/ Ziv Zviel


Ziv Zviel

 

Acting Chief Financial Officer

/s/ Dan Goldstein


Dan Goldstein

 

Director

/s/ Gad Goldstein


Gad Goldstein

 

Director

/s/ Naamit Salomon


Naamit Salomon

 

Director

/s/ Yehezkel Zeira


Yehezkel Zeira

 

Director

/s/ Elan Penn


Elan Penn

 

Outside Director

/s/ Yigal Bar-Yossef


Yigal Bar-Yossef

 

Outside Director

Magic Software Enterprises Inc.


/s/ Oren Inbar


Oren Inbar

 

Authorized Representative in the

United States





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EXHIBIT INDEX




Exhibit No.



Page No.


   5


Opinion of Amit Birk, Adv.

8


  23.1


Consent of Amit Birk, Adv. (included in Exhibit (5))

8


  23.2


Consent of Kost Forer, Gabbay & Kasierer

9


  23.3


Consent of  Levy Cohen & Co. Chartered Accountants

10


  23.4


Consent of  ASG Audit Corporation, a Member of Grant Thornton International

11


  23.5


Consent of Mock & Partners International, Register Accountants

12


  24


Power of Attorney (included as part of this Registration Statement)

5






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EXHIBIT 5


LEGAL DEPARTMENT

Magic Software

המחלקה המשפטית


March 6, 2006



Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C.  20549


Re:

Magic Software Enterprises Ltd.


Ladies and Gentlemen:


As counsel for Magic Software Enterprises Ltd., an Israeli company (the “Company”), I have reviewed the Company's 2000 Employee Stock Option Plan, as amended,  (the “Plan”), and the authorization to issue up to 600,000 additional Ordinary Shares, par value NIS 0.1 per share, of the Company (the “Shares”) upon exercise of options under the Plan.

I have also examined originals, or copies certified or otherwise identified to my satisfaction, of such corporate records and such other documents, as I have deemed relevant as a basis for my opinion hereinafter expressed.

Based on the foregoing, I am of the opinion that the Shares have been duly and validly authorized for issuance and, when paid for in accordance with the terms of the Plan, the options granted thereunder will be legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Company's Form S-8 Registration State­ment relating to the Plan.

Very truly yours,

/s/ Amit Birk

_____________________

Amit Birk, Adv.


Magic Software Enterprises Ltd.

מג'יק תעשיות תוכנה בע"מ

5 HaPlada Street, Or-Yehuda 60218 Israel

רחוב הפלדה 5,  אור יהודה 60218, ישראל

Tel:  (972-3) 538-9292 Fax: (972-3) 538-9393

טל:   5389292-03 פקס: 5389393-03






EXHIBIT 23.2










CONSENT OF INDEPENDENT REGISTRED PUBLIC ACCOUNTING FIRM



We hereby consent to the incorporation by reference, in the Registration Statement on Form S-8 of Magic Software Enterprises Ltd. (the “Company”), relating to the registration of an additional 600,000 Ordinary Shares, par value NIS 0.1 per share, of the Company authorized for issuance under its 2000 Employee Stock Option Plan, of our report dated February 15, 2005 with respect to the consolidated financial statements of Magic Software Enterprises Ltd. and its subsidiaries included in its Annual Report on Form 20-F for the year ended December 31, 2004.






/s/ Kost Forer Gabbay & Kasierer

Tel-Aviv, Israel
March 1, 2006

Kost Forer Gabbay & Kasierer
A Member of Ernst & Young Global








EXHIBIT 23.3









CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Dear Sir,


We hereby consent to the incorporation by reference, in the Registration Statement on Form S-8 of Magic Software Enterprises Ltd. (the “Company”) relating to the registration of an additional 600,000 Ordinary Shares, par value NIS 0.1 per share, of the company authorized for issuance under its 2000 Employee Stock Option Plan, of our reports dated 7 th February 2005 and 26 th January 2004 relating to the balance sheet of Magic Software Enterprises UK Limited, a wholly owned subsidiary of the Company, as of 31 December 2004 and 2003, and the related statements of operations and changes in shareholders’ equity for each of the three years ended December 31, 2004, 2003 and 2002, which report appears in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31,2004.





/s/ LEVY COHEN & CO


March 2, 2006

LEVY COHEN & CO

Registered Auditors





EXHIBIT 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference, in the Registration Statement on Form S-8 of Magic Software Enter­prises Ltd. (the “Company”) relating to the registration of an additional 600,000 Ordinary Shares, par value NIS 0.1 per share, of the Company authorized for issu­ance under its 2000 Employee Stock Option Plan, of our reports dated January 21, 2005 and January 28, 2004 relating to the balance sheets of Magic Software Japan K.K., a wholly-owned subsidiary of the Company, as of December 31, 2004 and 2003, and the related statements of operations and accumulated deficit for each of the three years ended December 31, 2004, which report appears in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2004.



/s/ ASG Audit Corporation

Tokyo, Japan

March 2, 2006

ASG Audit Corporation

A Member of Grant Thornton International






EXHIBIT 23.5










CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Dear Sirs,


We hereby consent to the incorporation by reference, in the Registration Statement on Form S-8 of Magic Software Enter­prises Ltd. (the “Company”) relating to the registration of an additional 600,000 Ordinary Shares, par value NIS 0.1 per share, of the Company authorized for issu­ance under its 2000 Employee Stock Option Plan, of our report dated January 28, 2004 relating to the balance sheet of Magic Benelux B.V., a wholly-owned subsidiary of the Company, as of December 31, 2003, and the related statements of operations and changes in shareholders' equity for the year ended December 31, 2003, which report appears in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2003.





/s/ Mock & Partners

March 2, 2006

Mock & Partners

Registeraccountants







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