-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000910662-04-000193.txt : 20040312
<SEC-HEADER>0000910662-04-000193.hdr.sgml : 20040312
<ACCEPTANCE-DATETIME>20040312161801
ACCESSION NUMBER:		0000910662-04-000193
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20040312
EFFECTIVENESS DATE:		20040312

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MAGIC SOFTWARE ENTERPRISES LTD
		CENTRAL INDEX KEY:			0000876779
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				330477418
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-113552
		FILM NUMBER:		04666349

	BUSINESS ADDRESS:	
		STREET 1:		5 HAPLADA STREET
		CITY:			OR YEHUDA ISRAEL
		STATE:			L3
		ZIP:			602
		BUSINESS PHONE:		97235389322

	MAIL ADDRESS:	
		STREET 1:		5 HAPLADA STREET
		CITY:			OR YEHUDA ISRAEL
		STATE:			L3
		ZIP:			602
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>magics8031204.txt
<DESCRIPTION>S-8 OF MARCH 12, 2004
<TEXT>
                         As filed with the Securities and Exchange Commission on
                                                           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 IdentificationNo.)

                    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
                               1642 Kaiser Avenue
                            Irvine, California 92714
                     (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.                              Amit Birk Adv.
  Carter, Ledyard & Milburn                     Magic Software Enterprises Ltd.
        2 Wall Street                                   5 Haplada Street
   New York, New York 10005                         Or-Yehuda 60218, Israel
        (212) 732-3200                                   972-3-538-9322


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                <C>                 <C>                    <C>               <C>

=========================== ================== ==================== ==================== ================
                                                                     Proposed maximum
Title of securities to be     Amount to be      Proposed maximum    aggregate offering      Amount of
        registered             registered      offering price per          price          registration
                                                      share                                    fee
=========================== ================== ==================== ==================== ================
- --------------------------- ------------------ -------------------- -------------------- ----------------

Ordinary Shares, par
value NIS 0.1 per share.... 1,000,000 shares
                                                    $5.99 (1)        $5,990,000             $758.93 (2)

- --------------------------- ------------------ -------------------- -------------------- ----------------
- --------------------------- ------------------ -------------------- -------------------- ----------------

Total.................

                            1,000,000 shares        $5.99 (1)        $5,990,000             $758.93 (2)

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

(1) Calculated pursuant to Rule 457(h) and (c) on the basis of the average of
the high and low prices ($6.11 and $5.87) of an ordinary share as quoted on the
Nasdaq National Market System on March 5, 2004.

(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price multiplied by .0001267.





This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.





                                       2
<PAGE>



                                EXPLANATORY NOTE



               The purpose of this Registration Statements is to register
        additional 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.






                                       3
<PAGE>



                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets 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 8, 2004.


                                        MAGIC SOFTWARE ENTERPRISES LTD.



                                        By: /s/ Menachem Hasfari
                                           -----------------------------------
                                           Menachem Hasfari
                                           Chief Executive Officer



                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Menachem Hasfari and David Assia, 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 8, 2004, by the following
persons in the capacities indicated.

                                       4
<PAGE>

  Signature                              Title
  ---------                              -----

  /s/David Assia                         Chairman of the Board of Directors and
  --------------------------------       Director
  David Assia

  /s/ Menachem Hasfari                   Chief Executive Officer
  --------------------------------
  Menachem Hasfari

  /s/Guy Bertsein                        Acting Chief Financial Officer
  --------------------------------
  Guy Bertsein

  /s/ Dan Goldstein                      Director
  --------------------------------
  Dan Goldstein

  /s/Jacob Tanenbaum                     Director
  --------------------------------
  Jacob Tanenbaum

  /s/Gad Goldstein                       Director
  --------------------------------
  Gad Goldstein

  /s/ Naamit Salomon                     Director
- ----------------------------------
  Naamit Salomon

  /s/Yigal Berman                        Outside Director
  --------------------------------
  Yigal Berman

  /s/ Shlomit Golan                      Outside director
  --------------------------------
  Shlomit Golan

  Magic Software Enterprises Inc.        Authorized Representative in the
  /s/ Oren Inbar                         United States
  --------------------------------
  Oren Inbar





                                       5
<PAGE>




                                  EXHIBIT INDEX



Exhibit No.

   5        Opinion of Amit Birk, Adv.

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

  23.2      Consent of Kost, Forer, Gabbay & Kasierer

  23.3      Consent of BDO Shlomo Ziv & Co

  23.4      Consent of Blick Rothenberg

  23.5      Consent of Levy Cohen & Co.

  23.6      Consent of Grant Thornton International

  24        Power of Attorney (see page 4 above)


                                       6
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex5.txt
<DESCRIPTION>LEGALITY
<TEXT>
                                                                       EXHIBIT 5


<PAGE>



            LEGAL DEPARTMENT                    MAGIC
                                           www.magicsoftware.com
================================================================================

                                March 8th , 2004


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 1,000,000 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.
5 HaPlada Street, Or-Yehuda 60218 Israel
Tel: (972-3) 538-9292 Fax: (972-3) 538-9393



<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>ex232.txt
<DESCRIPTION>CONSENTS OF KOST
<TEXT>
                                                                    EXHIBIT 23.2


<PAGE>



                         CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Magic Software Enterprises Ltd.


        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 1,000,000 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 March 18, 2003, relating to the
consolidated balance sheets of the Company and its subsidiaries as of December
31, 2002, and the related consolidated statements of operations, changes in
shareholders' equity and cash flows for each of the two years in the period
ended December 31, 2002, which report appears in the Company's Annual Report on
Form 20-F for the fiscal year ended December 31, 2002.

                                           /s/ KOST, FORER,GABBAY & KASIERER


                                           KOST, FORER, GABBAY & KASIERER
                                           Certified Public Accountants (Israel)


Tel Aviv, Israel
March 8, 2004


<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>5
<FILENAME>ex233.txt
<DESCRIPTION>CONSENTS OF BDO
<TEXT>
                                                                    EXHIBIT 23.3


<PAGE>




                         CONSENT OF INDEPENDENT AUDITORS
                         -------------------------------


The Board of Directors
Magic Software Enterprises Ltd.


        We hereby consent to the incorporation by reference, in the Registration
Statement on Form S-8 of Magic Software Enterprises Ltd. (the "Company")
relating the registration of an additional 1,000,000 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 June 16, 2001, relating to the
consolidated balance sheets of the Company and its subsidiaries as of December
31, 2000 and the related consolidated statements of income, changes in
shareholders' equity and cash flows for the year then ended, which report
appears in the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2001 and 2002.


                                  /s/ Ziv Haft
                                  By: Ziv Haft
                                  A member of BDO
                                  Certified Public Accountants


March 8 2004


<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>6
<FILENAME>ex234.txt
<DESCRIPTION>CONSENTS OF BLICK ROTHEBERG
<TEXT>
                                                                    EXHIBIT 23.4


<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Magic Software Enterprises (UK) Limited


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 1,000,000 Ordinary Shares, par
value NIS 0.1 per share, of the Company authorised for issuance under its 2000
Employee Stock Option Plan, of our report dated 29 January, 2002 relating to the
balance sheet of Magic Software Enterprises (U.K.) Limited, a wholly-owned
subsidiary of the Company, as of December 31, 2001, and the related statements
of operations and changes in shareholders' equity for each of the two years
ended December 31, 2001, which report appears in the Company's Annual Report on
Form 20-F for the fiscal year ended December 31, 2002.




/s/ Blick Rothenberg
Blick Rothenberg
Chartered Accountants

March 12, 2004




<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.5
<SEQUENCE>7
<FILENAME>ex235.txt
<DESCRIPTION>CONSENTS OF LEVY COHEN
<TEXT>
                                                                    EXHIBIT 23.5


<PAGE>



                         Consent of Independant Auditors


The Board of Directors
Magic Software Enterprises (UK) Limited


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 1,000,000 Ordinary Shares, par
value NIS 0.1 per share, of the Company authorised for issuance under its 2000
Employee Stock Option Plan, of our report dated 20 January, 2003 relating to the
balance sheet of Magic Software Enterprises (UK) Limited, a wholly owned
subsidiary of the Company, as of December 31, 2002, and the related statements
of operations and changes in shareholders' equity for the year ended December
31, 2002, which report appears in the Company's Annual Report on Form 20-F for
the fiscal year ended December 31, 2002.




Yours sincerely
LEVY COHEN & CO.


/s/ LEVY COHEN & CO.
Registered Auditors


                                                   8 March 2004


<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.6
<SEQUENCE>8
<FILENAME>ex236.txt
<DESCRIPTION>CONSENTS OF GRANT THORNTON
<TEXT>
                                                                    EXHIBIT 23.6


<PAGE>



                         CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Magic Software Enterprises Ltd.


        We hereby consent to the incorporation by reference, in the Registration
Statement on Form S-8 (File No. 333-104377) of Magic Software Enterprises Ltd.
(the "Company")relating to the registration of an additional 1,000,000 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 24, 2002
and January 24, 2003, relating to the balance sheets of
Magic Software Japan K.K., a wholly-owned subsidiary of the Company, as of
December 31, 2001 and 2002, and the related statements of operations and changes
in shareholders' equity for each of the two years ended December 31, 2002, which
report appears in the Company's Annual Reports on Form 20-F for the fiscal years
ended December 31, 2001 and 2002.




                                                       /s/ASG Audit Corporation



Tokyo, Japan
March 8, 2004


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
