================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of Earliest Event Reported): June 1, 1999


                                  FUNDTECH LTD.
            (Exact Name of Registrants as Specified in their Charters)


                                     ISRAEL
                 (State or Other Jurisdiction of Incorporation)

        333-08304                                           N/A
(Commission File Numbers)                  (I.R.S. Employer Identification Nos.)


                 C/O FUNDTECH CORP.
          30 MONTGOMERY STREET, SUITE 501
             JERSEY CITY, NEW JERSEY                               07302
   (Address of Principal Executive Offices)                     (Zip Code)


                                 (201) 946-1100
              (Registrants' Telephone Number, Including Area Code)


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

================================================================================


NY2:\571655\01\C93B01!.DOC\46984.0004

Item 5. Other Events.

         On June 8, 1999, Fundtech Ltd. ("Fundtech") entered into a Share
         Purchase Agreement (the "Agreement"), dated as of June 1, 1999, with
         Biveroni Batchelet Partners AG, a Swiss corporation ("BBP") and its
         shareholders (the "Sharehlders"), pursuant to which Fundtech will
         purchase all of the outstanding shares of BBP from the Shareholders for
         an aggregate purchase price of approximately $13,000,000, of which 75%
         will be paid in cash and 25% in stock. The consummation of the
         transactions contemplated by the Agreement (the "Closing") is subject
         to certain conditions, including obtaining required governmental
         consents. The Closing is expected to take place no later than June 15,
         1999.

         Fundtech issued a press release on June 8, 1999, announcing the
         execution of the Agreement. A copy of the press release is attached
         hereto as Exhibit 99.1.





                                       2

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c) Exhibits

      Exhibit No.                  Exhibit
      -----------                  -------

         99.1                      Press Release dated June 8, 1999.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
         the Registrants have duly caused this report to be signed on their
         behalf by the undersigned thereunto duly authorized.


                                        FUNDTECH LTD.
                                        (Registrant)

                                        By: /s/ Reuven Ben-Menachem
                                            ------------------------------------
         Date: June 11, 1999                Reuven Ben-Menachem
                                            Chairman and Chief Executive Officer





                                       3

                                  EXHIBIT INDEX



       Exhibit No.                 Exhibit
       -----------                 -------

         99.1                      Press Release dated June 8, 1999.