As filed with the Securities and Exchange Commission on June 9, 1998

Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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ACCENT SOFTWARE INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter)

Israel 7372 N.A.
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Numbers) Identification No.)
organization)

28 Pierre Koenig Street
Jerusalem 91530, Israel
Telephone: 972-2-679-3723
(Address and telephone number of Registrant's principal executive offices)

Todd A. Oseth
Accent Worldwide, Inc.
Suite 340
2864 South Circle Drive
Colorado Springs, CO 80906
(719) 576-2610
(Name, address and telephone number of agent for service of process)

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Copies to:

Herbert H. Davis III, Esq. Barry P. Levenfeld, Esq.
Rothgerber, Appel, Powers & Johnson LLP Yigal Arnon & Co.
1200 Seventeenth Street, Suite 3000 3 Daniel Frisch Street
Denver, CO 80202-5839 Tel Aviv 64731, Israel
Telephone: (303) 623-9000 Telephone: 972-3-692-6868

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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.

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If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER ORDINARY SHARE (1) OFFERING PRICE(1) FEE

Ordinary Shares,
NIS .01 nominal
value per share 13,333,333 $0.46875 $6,250,000 $1843.75

(1) Based upon the average of the high and low sales prices of the Company's
Ordinary Shares on The Nasdaq Small Cap Market on June 4, 1998, estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

PROSPECTUS
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ACCENT SOFTWARE INTERNATIONAL LTD.

13,333,333 ORDINARY SHARES

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THIS PROSPECTUS RELATES TO THE PUBLIC OFFERING, WHICH IS NOT BEING
UNDERWRITTEN, OF UP TO 13,333,333 ORDINARY SHARES, NOMINAL VALUE NIS 0.01 PER
SHARE (THE "SHARES"), OF ACCENT SOFTWARE INTERNATIONAL LTD. ("ACCENT" OR THE
"COMPANY"), WHICH MAY BE OFFERED FROM TIME TO TIME BY LERNOUT & HAUSPIE SPEECH
PRODUCTS, N.V., OR BY AUTHORIZED TRANSFEREES (THE "SELLING SHAREHOLDER").

THE SHARES ARE ISSUABLE TO THE SELLING SHAREHOLDER (i) UPON THE
CONVERSION OF PREFERRED SHARES PURCHASED FROM THE COMPANY FOR THE SUM OF
$4,000,000; AND (ii) UPON THE EXERCISE OF WARRANTS TO PURCHASE AN AGGREGATE
OF 4,444,444 ORDINARY SHARES TO BE ISSUED IN CONNECTION WITH THE SALE OF THE
PREFERRED SHARES. THE COMPANY WILL RECEIVE NO PART OF THE PROCEEDS OF SALES
OF THE SHARES. HOWEVER, THE COMPANY WILL RECEIVE PROCEEDS FROM THE EXERCISE
OF THE WARRANTS, IF THE WARRANTS ARE EXERCISED. THE INITIAL AGGREGATE
EXERCISE PRICE OF THE WARRANTS IS $2,444,444. THE SHARES HAVE BEEN RESERVED
BY THE COMPANY FOR ISSUANCE UPON CONVERSION OF THE PREFERRED SHARES AND THE
EXERCISE OF THE WARRANTS, AND ARE BEING REGISTERED BY THE COMPANY PURSUANT TO
AN AGREEMENT BETWEEN IT AND THE SELLING SHAREHOLDER.

ONCE ISSUED, THE SHARES MAY BE OFFERED BY THE SELLING SHAREHOLDER FROM
TIME TO TIME IN ONE OR MORE TRANSACTIONS IN THE OPEN MARKET AT PRICES
PREVAILING THEREIN, IN NEGOTIATED TRANSACTIONS AT SUCH PRICES AS MY BE AGREED
UPON, OR IN A COMBINATION OF SUCH METHODS OF SALE. SEE "PLAN OF
DISTRIBUTION." THE PRICE AT WHICH ANY OF THE SHARES MAY BE SOLD, AND THE
COMMISSIONS, IF ANY, PAID IN CONNECTION WITH ANY SUCH SALE, ARE UNKNOWN AND
MAY VARY FROM TRANSACTION TO TRANSACTION. THE COMPANY WILL PAY ALL EXPENSES
INCIDENT TO THE REGISTRATION OF THE SHARES. SEE "SELLING SHAREHOLDER" AND
"PLAN OF DISTRIBUTION."

ON JUNE 8, 1998, THE LAST REPORTED SALE OF THE ORDINARY SHARES ON THE
NASDAQ SMALL CAP MARKET WAS $0.719. ORDINARY SHARES ARE TRADED UNDER THE
NASDAQ SYMBOL ACNTF.

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THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE PURCHASERS OF THE
SECURITIES OFFERED HEREBY SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 8.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

THE COMPANY HAS RECEIVED FROM THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL
AN EXEMPTION FROM THE OBLIGATION TO PUBLISH THIS PROSPECTUS IN THE MANNER

REQUIRED PURSUANT TO THE PREVAILING LAWS OF THE STATE OF ISRAEL. NOTHING IN
SUCH EXEMPTION SHALL BE CONSTRUED AS AUTHENTICATING THE MATTERS CONTAINED IN
THIS PROSPECTUS OR AS AN APPROVAL OF THEIR RELIABILITY OR ADEQUACY OR AS AN
EXPRESSION OF OPINION AS TO THE QUALITY OF THE SECURITIES HEREBY OFFERED.

The date of this Prospectus is June 9, 1998

AVAILABLE INFORMATION

The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy and information statements and other information can be
inspected and copied at the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and the following regional offices: Northeast Regional Office, Suite 1300,
Seven World Trade Center, 13th Floor, New York, New York 10048, and Midwest
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and copies of such material may also be
obtained from the Public Reference Section of the Commission at prescribed
rates. The Commission maintains a Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
reports, proxy, information statements and other information filed by the
Company with the Commission are also filed with The Nasdaq Small Cap Market
and can be inspected at its facility at 1735 K Street, N.W., Washington, D.C.
20006. The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as
the Company deems appropriate or as may be required by law.

The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered by
this Prospectus. This Prospectus, which constitutes a part of such
Registration Statement, does not contain all of the information set forth in,
or annexed as exhibits to, the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulation of the Commission.
For further information with respect to the Company and this offering,
reference is made to the Registration Statement, including the exhibits filed
therewith, which may be inspected without charge at the offices of the
Commission at the addresses set forth above. Copies of the Registration
Statement may be obtained from the Commission at its principal office upon
payment of prescribed fees. Statements contained in this Prospectus as to the
contents of any contract or other documents are not necessarily complete and,
where the contract or other document has been filed as an exhibit to the
Registration Statement, each statement is qualified in all respects by
reference to the applicable document filed with the Commission.

The Company has received from the Securities Authority of the State of
Israel (the "Israel Securities Authority") an exemption from the reporting
obligations as specified in Chapter Six of the Israel Securities Law
5728-1968, which include the obligation to submit periodic and immediate
reports to the Israel Securities Authority, provided that a copy of each
report submitted in accordance with applicable United States law shall be
available for public review at the Company's principal offices in Israel.

FORWARD LOOKING STATEMENTS

Certain non-historical statements contained in this Prospectus are
forward-looking statements, which involve known and unknown risks and
uncertainties. The Company is including this statement for the express
purpose of availing itself of the protections of the safe harbor provided by
the Private Securities Litigation Reform Act of 1995 with respect to all such
forward-looking statements. Examples of forward looking statements include,
but are not limited to: (i) projections of capital expenditures, revenues,
growth, prospects, capital structure and other financial matters; (ii)
statements of plans or objectives of the Company; and (iii) statements using
the words "anticipate," "expect," "may," "project," "intend" or similar
expressions.

The Company's ability to predict projected results or the effects of
certain events on the Company's operating results is inherently uncertain.
Therefore, the Company wishes to caution readers of this Prospectus to carefully
consider the matters set forth under the caption "Risk Factors" and certain
other matters discussed herein and in other publicly available information.
Such factors and many other factors beyond the control of the Company's
management could cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking
statements. See "Risk Factors."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by the Company (File No.
0-26394) pursuant to the Exchange Act are hereby incorporated by reference in
this Prospectus:

(1) The Company's Annual Report on Form 10-K for the year ended December 31,
1997;
(2) The Company's Registration Statement on Form S-3 dated February 17, 1998
(3) The Company's Registration Statement on Form S-3 dated February 23, 1998
(4) The Company's Amended Registration Statement on Form S-3 (Reg.
No. 333-46461) dated February 27, 1998;
(5) The Company's Amended Registration Statement on Form S-3 (Reg.
No. 333-46753) dated February 27, 1998;
(6) The Company's Quarterly Report on Form 10-Q for the quarter ending March
31, 1998; and
(6) The description of the Company's Ordinary Shares contained in its
Registration Statement on Form 8-A, filed with the Commission on July 11,
1995, as amended by the Company's Registration Statement filed on
Form 8-A/A filed on July 14, 1995.

All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this Prospectus, to the extent required, and to
be a part of this Prospectus from the date of filing of such reports and
documents.

Any statement contained in a document incorporated by reference into
this Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not, except as so modified or
superseded, be deemed to constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all
of the foregoing documents incorporated by reference into this Prospectus
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be submitted to Corporate Secretary, Accent Software International
Ltd., POB 53063, 28 Pierre Koenig Street, Jerusalem 91530 Israel, or by
e-mail: corpsec@accentsoft.com.

Unless the context otherwise requires, all references to Accent or the
Company include its wholly owned United States subsidiary, Accent Worldwide,
Inc. ("Accent Worldwide"), its wholly owned United Kingdom subsidiary, Accent
Software International (Europe) Ltd. ("Accent Europe"), and its
majority-owned subsidiary, AgentSoft Ltd. ("AgentSoft"). ACCENT is a
registered trademark of the Company in the United States, the United Kingdom,
Germany, France and the Benelux countries. The Company has applied to
register AGENTSOFT, GLOBAL DEVELOPMENT KIT, LIVE AGENT, WEBTAMER and
WORDPOINT as trademarks in the United States and in certain other countries.

Windows is a registered trademark and Windows NT and Windows 95 are
trademarks of Microsoft Corporation ("Microsoft"). All other trademarks
appearing in this Prospectus are the property of their respective holders.
Unless otherwise indicated, all references to Microsoft Windows are to the
3.xx versions of Windows or Windows 95.

THE COMPANY

Accent is a language solutions company, founded in Jerusalem, Israel in
1988. The Company designs, develops, markets and supports software products
and services for the rapidly emerging Language Information Technology ("LIT")
industry. Accent's products address the growing need for software
publishers, corporations and content providers to produce software
applications, associated documentation, and application specific content in
any natural language. Through its majority-owned subsidiary, AgentSoft, the
Company also develops intelligent agent-based software tools and products for
process automation over the Internet.

Since its inception, Accent has invested substantial funds on research and
development, established a sales and marketing force, introduced new products
and established the customer support services and administrative
infrastructure necessary to conduct its operations. As a result of the
start-up nature of its business and its efforts to expand into new markets,
Accent has incurred net losses each year since 1992, including losses of $13
million and $21 million for the years ended December 31, 1997 and 1996,
respectively.

In response to the large loss incurred in 1996, Accent initiated a
restructuring and refocusing effort which included a substantial reduction in
the number of employees, large reductions in sales and marketing expenses and
the elimination or reduction of various other costs. A new Chief Executive
Officer and a new Chief Financial Officer joined the Company during the first
quarter of 1997. In addition to furthering the restructuring efforts already
underway, the new management team shifted the Company's product mix and
customer orientation away from the retail market and in the direction of
original equipment manufacturers (OEMs) and business-to-business
transactions. Also during the first quarter, 1997, the Company established a
new office in Colorado Springs, Colorado. This U.S. location has become the
focal point of the Company's sales, marketing and customer support efforts as
well as certain general and administrative functions.

Accent has used its LIT technology as a platform to launch several
multilingual development products addressing the needs of its target users. By
offering an expanded line of development tools, Accent seeks to secure a
position as the LIT solution of choice. Accent released the first version of
the ACCENT GLOBAL DEVELOPMENT KIT ("GDK") in June of 1997. GDK is a complete
development and programming environment that enables the globalization of any
Windows software application. Capitalizing on the experience gained from
developing and marketing GDK, Accent released LOC@LE during the first quarter
of 1998. LOC@LE answers the immediate need of software publishers to localize
their software into virtually any natural language. Later in 1998, Accent plans
to release L@PORT, another LIT product which answers the need of software users
who need to translate and localize the multimedia content they produce.

RECENT DEVELOPMENTS

On June 4, 1998, the Company executed a Preferred Share Purchase Agreement
with Lernout & Hauspie Speech Products, N.V. (the "Agreement") pursuant to which
the Company issued 4,000 Series C Preferred Shares (the "Preferred Shares") in
exchange for $4,000,000. In addition, the Company is obligated to issue, within
three months of the date of the Agreement, five year warrants to purchase
4,444,444 Ordinary Shares at an exercise price of $0.55 per share. (The exercise
price of the warrants is subject to adjustment in the event that the Company's
Ordinary Shares are delisted from the Nasdaq SmallCap Market within six months
from the date of the Agreement and the market price of the Ordinary Shares is
lower than $0.55. In such an event, the exercise price will be reset to equal
average closing price of the Company's Ordinary Shares for the 10 trading days
following the date of delisting.)

The Preferred Shares are convertible at any time hereafter into Ordinary Shares
of the Company based upon a per share price of $0.45, which represents a 10%
premium over the average closing price of the Company's Ordinary Shares on the
ten trading days preceding the execution of the Agreement. The terms of
Preferred Shares provide that, subject to the lien held by Bank Leumi Le'yisrael
Ltd. and the Government of the State of Israel as security for the repayment of
a loan received by the Company (the "Government Lien"), the Preferred Shares
shall rank prior to all other shares of the Company, and that, in the future,
the Company shall not grant rights to any third party to the assets of the
Company superior or equal to the preference rights of the Preferred Shares
without the prior approval of Lernout & Hauspie. Holders of the Preferred Shares
shall be entitled to receive dividends, when and if declared by the Company's
Board of Directors, equal in amount per share to the dividends paid on each
Ordinary Share. Each share of the Preferred Shares shall have the right to vote
on all Company matters the number of Ordinary Shares into which each share of
the Preferred Shares would be convertible and shall vote as a single class with
the other outstanding Ordinary Shares. As long as the holder(s) of the Preferred
Shares continue to hold any Preferred Shares or at least 25% of the Ordinary
Shares issued upon the conversion of the Preferred Shares, they shall be
entitled, voting as a separate class, to elect one member of the Company's Board
of Directors.

The Company signed several licenses and other agreements with Lernout & Hauspie
which provide for ongoing cooperation between the two companies.

On February 12, 1998, the Company executed an agreement with MGZ
International Corporation ("MGZ") pursuant to which it agreed to pay MGZ
$225,000 in the form of freely tradable Ordinary Shares of the Company. This
payment will be made in recognition of the assistance being given by MGZ in the
negotiation of a three year distribution agreement between Accent Worldwide and
the GI Group, a Russian distributor of software products which intends to
purchase the Company's software products for distribution in Russia (the
"Distribution Agreement"), and is contingent upon the execution and a certain
minimum performance of the Distribution Agreement.

On January 30, 1998, the Company and Investor Resource Services, Inc.
("IRSI") executed an amendment to their August 4, 1997 agreement. Pursuant to
this amendment, the Company agreed to issue an additional 550,000 Ordinary
Shares to IRSI for further compensation for the services to be provided under
the August 4, 1997 agreement. In addition, the Company agreed to immediately
file a registration statement covering these 550,000 Ordinary Shares and the
300,000 Ordinary Shares issued to IRSI pursuant to an earlier agreement,
executed on August 4, 1997, but not yet registered. This registration statement
was declared effective on March 2, 1998.

The 13,333,333 Ordinary Shares being registered pursuant to this
Registration Statement are being registered pursuant to the Agreement with the
Selling Shareholder, which requires the Company to have registered a number of
Ordinary Shares sufficient for issuance upon the conversion of the Preferred
Shares and the exercise of the warrants.

LITIGATION AND OTHER CLAIMS

In the course of its business, the Company is the subject of claims, some
or which may mature into litigation. Although the Company is aware of claims
asserted against it, the Company is not aware, except as discussed in its annual
report for the year ended December 31, 1997, filed on Form 10-K, of any claims
which have a reasonable possibility of adverse outcome in a material amount.
However, unforeseen circumstances may cause such claims, or other, currently
unknown claims, to result in adverse outcomes in material amounts.

RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS,
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, PRIOR TO MAKING AN
INVESTMENT DECISION. CERTAIN STATEMENTS IN THIS PROSPECTUS THAT ARE NOT
HISTORICAL ARE FORWARD-LOOKING, INVOLVING KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES. MANY FACTORS, INCLUDING THE RISK FACTORS IDENTIFIED BELOW, COULD
CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT
MAY BE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.

GOING CONCERN

The report of the Company's independent public accountants attached as part
of the Company's 1997 Annual Report on Form 10-K contains an explanatory
paragraph as to the Company's ability to continue as a going concern. Among the
factors cited by the accountants as raising substantial doubt as to the
Company's ability to continue as a going concern is that the Company has
incurred losses from operations of approximately $13 million during the year
ended December 31, 1997, and had an accumulated deficit of approximately $46
million as of December 31, 1997.

REVENUE

The Company's products, particularly GDK, WORDPOINT, and Accent's
newest product, LOC@LE, are receiving a favorable reception in the
marketplace. Revenue during the latter half of 1997 and the first quarter of
1998, however, has fallen short of management expectations, the Company
believes, due primarily to significant concerns of potential customers as to
the Company's ability to continue to support and expand its product
offerings. The Company is continuing to work on significant new sales
opportunities which it had expected to conclude during the fourth quarter of
1997, and is also continuing to place significant emphasis on the development
of new and enhanced products which can be introduced in the near term. There
can be no assurance that the concerns of potential customers can be
alleviated and that future revenue will meet management's expectations. If
future revenue does not increase from its 1997 level, this will have a
material adverse impact on the Company and may cause the Company to cease
operations.

SIGNIFICANT CAPITAL REQUIREMENTS; NEED FOR ADDITIONAL FINANCING

The Company's capital requirements in connection with its
development and marketing activities have been and will continue to be
significant. The Company has been dependent upon the proceeds of sales of its
securities, as well as various government guaranteed and private loans, to
fund its development and marketing activities. The Company is not yet
generating sufficient revenues from its operations to fund its activities and
is, therefore, dependent on the proceeds of the sale of equity and other
financing devices to continue the development of its technology and the
marketing of its products. The Company anticipates, based on its currently
proposed assumptions relating to its operations and financing plans, that it
will have sufficient cash to satisfy its contemplated needs through the end
of 1998. In the event that financings and cash flow prove to be insufficient
to fund operations (due to a change in the Company's plans or a change, or an
inaccuracy, in its assumptions or as a result of unanticipated expenses,
technical difficulties, problems or otherwise), the Company would be required
to seek additional financing sooner than currently anticipated. There can be
no assurance that additional financing will be available to the Company on
commercially reasonable terms, or at all. The Company has no current
arrangement with respect to, or sources of, additional financing. The
inability to obtain additional financing, when needed, would have a material
adverse effect on the Company, including possibly requiring the Company to
curtail or cease its operations.

LONG TERM DEBT AND OTHER LIABILITIES

As of March 31, 1998, the outstanding balances of the Company's
long-term debt and other liablilites were approximately $5.1 million. All of
the Company's assets are pledged as collateral to secure the Company's debt.
The Company has entered into negotiations with its major lender and other
creditors to restructure its long term debt and other liabilities, possibly
by issuing equity in exchange for all or a portion of the liabilities,
obtaining discounts, deferring or stretching payment terms, or some
combination of these alternatives. There can be no assurance that the Company
will be successful in its efforts to restructure its outstanding debts and
any failure on the part of the Company to do so will have a material adverse
impact on the Company. Moreover, should such attempts to restructure its
outstanding debts fail and the Company is unable to generate sufficient cash
flow from operations or external sources to meet scheduled debt payments or
otherwise to comply with the terms of such indebtedness, it may be forced to
default on its debt obligations which would have a material adverse effect on
the Company, including the possibility of receivership or liquidation of the
Company.

RESTRUCTURING

As a result of its difficulties in meeting its revenue projections and
the need to reduce its working capital requirements, the Company implemented
additional cost reduction initiatives in April 1998. The initiatives
included significant personnel reductions, the consolidation of facilities
and a freeze on capital spending. The restructuring reduced the Company's
monthly cash expenses by more than 50%. The restructuring also triggered a
requirement to pay various employee obligations, which the Company may not be
able to pay in a timely manner. There can be no assurance that former
employees will defer potential legal remedies while the Company completes its
restructuring efforts, collects amounts due from customers and pursues new
sales opportunities. If former employees seek and are granted legal remedies
against the Company, this will have a material adverse impact on the Company
and may cause the Company to cease operations.

POSSIBLE DELISTING OF SHARES FROM THE NASDAQ SMALL CAP MARKET; RISKS RELATING
TO PENNY STOCKS

The Company's Ordinary Shares and Units are listed on the Nasdaq
SmallCap Market. The Company must meet certain requirements in order to
maintain its listing on the SmallCap Market and on April 1, 1998, the Company
was notified by The Nasdaq Stock Market that it is non-compliant in that its
net tangible assets of $1,023,000 (as of December 31, 1997) are below the
Nasdaq minimum requirements of $2,000,000. (The Company must meet either the
minimum net tangible asset requirement or a minimum market capitalization
requirement or a minimum income requirement.) The Company has been granted a
hearing at which it will present its plan for regaining compliance with the
minimum net tangible asset requirement. The Company believes that the
investment transaction which is the subject of this Registration Statement,
together with additional actions identified in its written response to
Nasdaq, will restore the Company to compliance with Nasdaq SmallCap Market
requirements. However, there can be no assurance that the Company will be
successful in executing its plan or that the Company will be granted
sufficient time to execute its plan and, therefore, the Company's shares may
be delisted from the Nasdaq SmallCap Market.

If the Company's securities were to become delisted from trading on The
Nasdaq Small Cap Market and the trading price of such securities were to
remain below $5.00 per share or per unit, trading in such securities would
also be subject to the requirements of certain rules promulgated under the
Exchange Act, which require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a penny stock
(generally, any non-Nasdaq equity security that has a market price of less
than $5.00 per share, subject to certain exceptions). Such rules require the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith, and
impose various sales practice requirements on broker-dealers who sell penny
stock to persons other than established customers and accredited investors
(generally institutions). For these types of transactions, the broker-dealer
must make a special suitability determination for the purchase and have
received the purchaser's written consent to the transaction prior to sale.
The additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in the Ordinary Shares
which could severely limit the market liquidity of the Ordinary Shares and
the ability of Selling Shareholder to sell their Shares in the secondary
market.

MANAGEMENT OF A RAPIDLY CHANGING BUSINESS

The Company's business is undergoing significant change as its focus
shifts from the retail market to the developer, corporate and OEM markets.
This shift has placed a significant strain on the Company's management, and
its sales, customer suppport, product development and administrative
operations. The Company anticipates that growth, if any, may require it to
recruit and hire new personnel, and there can be no assurance that the
Company will be successful in hiring and retaining such personnel. If the
Company is unable to respond effectively to the changing nature of its
business, including the need to hire additional personnel, a material adverse
effect on the Company's business, operating results and financial condition
could occur.

DEPENDENCE ON COMPATIBLE THIRD-PARTY SOFTWARE MANUFACTURERS' PRODUCTS AND DESIGN

The Company's products are currently designed, and its proposed products
are being designed, to be utilized with the Windows operating system and with
the products and standards established by certain other software manufacturers.
Accordingly, the performance of certain of the Company's existing products
depends on the actions of other manufacturers, in particular Microsoft. Such
manufacturers may change their products or take actions that could make it more
difficult for the Company to develop its products or that could significantly
impair the performance of the Company's products. For example, if Microsoft were
to modify future versions of Windows in ways that required the redesign of the
Company's Windows-based products, such modification could be detrimental to the
Company. Although the Company anticipates that it will be able to adapt its
products if necessary, there can be no assurance that changes in existing
products or the introduction of new products by third parties will not have a
material adverse effect on the performance of the Company's products and
technology and on the Company's financial performance. In addition, the
Company's products may need to be adapted in the future in order to be
compatible with other or new operating systems so that the Company may maintain
and expand its product offerings. There can be no assurance that the Company
will be able to make any necessary adaptations on a timely basis.

COMPETITION; TECHNOLOGICAL OBSOLESCENCE

The market for Language Information Technology ("LIT") products for the
software localization/globalization and translation service market is
intensely competitive, rapidly evolving and subject to rapid technological
change. In addition, there are relatively few barriers to entry in the
software business in general, including into those areas in which the Company
offers and intends to offer products. Currently, competition is experienced
primarily from companies which have large numbers of human translators who
can perform localizations manually. These companies number over 1,500 around
the world, but are generally small in size. Some of the Company's larger
competitors are Berlitz, ALPNET and ILE. However, while these companies are
competition, they are also customers or potential customers for the Company's
software products. The Company's competition for software tools that address
localization and document management comes mostly from Corel Corporation, IBM
and Multiling.

The markets for the technology and products being developed by the
Company are characterized by rapid changes and evolving industry standards,
often resulting in product obsolescence or short product life cycles.
Accordingly, the ability of the Company to compete will depend upon, among
other factors, its ability to develop and introduce to the marketplace in a
timely manner new products and product enhancements. There can be no
assurance that the Company will be able to compete successfully, that its
present or future competitors will not develop technologies or products that
render the Company's products and technology obsolete or less marketable or
that the Company will be able to introduce new products and

product enhancements that are competitive with other products marketed by
industry participants.

COLLECTION OF ACCOUNTS RECEIVABLE; PRODUCT RETURNS

The Company's sales are normally made on credit terms and it does not hold
collateral to secure payment. Therefore, default in payment by one or more of
the Company's customers could adversely affect the Company's business, operating
results or financial condition. In addition, consistent with industry practices,
the Company may accept product returns or provide other credits in the event
that a distributor or a retailer holds excess inventory of the Company's
products. Although the Company has moved away from the retail market toward the
OEM and business-to-business market where product returns are less likely, the
risk of product returns and customer defaults from prior period activities could
have an adverse impact on the Company's future operating results. There can be
no assurance that actual returns and uncollectible receivables will not exceed
the Company's reserves for such items and any significant increase in product
returns or uncollected accounts receivable beyond reserves could have a material
adverse effect on the Company's business, operating results or financial
condition.

PRODUCT DEFECTS AND PRODUCT LIABILITY

The Company's software products are highly complex and sophisticated and
could from time to time contain design defects or software errors that could be
difficult to detect and correct. Errors, bugs or viruses may result in the loss
of or the delay in market acceptance or the loss of customer data. Although the
Company has not experienced any material adverse effect resulting from any
software defects or errors, there can be no assurance that, despite testing by
the Company and its customers, errors will not be found in new products, which
could result in a delay in or inability to achieve market acceptance and thus
could have a material adverse impact upon the Company's business, operating
results or financial condition.

PROTECTION OF PROPRIETARY INFORMATION

The Company's success and ability to compete is dependent in part upon its
proprietary software technology. While the Company relies on a combination of
trade secret and copyright law, nondisclosure agreements and technical measures
to establish and protect its proprietary rights and has also filed patent
applications for certain aspects of its technology, there can be no assurance
that the steps taken by the Company to protect its proprietary rights will be
adequate to prevent misappropriation of the technology or independent
development by others of software products with features based upon, or
otherwise similar to, those of the Company's products. To license its retail
products, the Company primarily relies on "shrink wrap" licenses that are not
signed by the end-user and, therefore, may be unenforceable under the laws of
certain jurisdictions. In addition, effective copyright and trade secret
protection may be unavailable or limited in certain foreign countries, and the
global nature of the Internet makes it virtually impossible to control the
ultimate destination of the Company's products. Despite the Company's efforts to
protect its proprietary rights, unauthorized parties may attempt to copy aspects
of the Company's products or to obtain and use information that the Company
regards as proprietary. Litigation may be necessary in the future to enforce the
Company's intellectual property rights, to determine the validity and scope of
the proprietary rights of others, or to defend against claims of infringement or
invalidity. Such litigation could result in substantial costs and diversion of
resources and could have a material adverse effect on the Company's business,
operating results or financial condition.

IMPACT OF INFLATION AND CURRENCY FLUCTUATION

The vast majority of the Company's sales are made in dollars and most of
the Company's expenses are in dollars and New Israeli Shekels ("NIS"). The cost
of the Company's operations in Israel, as expressed in dollars, is influenced by
the extent to which any increase in the rate of inflation in Israel over the
rate of inflation in the U.S. is not offset by the devaluation of the NIS in
relation to the dollar. The change in the cost of the Company's operations in
Israel, as expressed in dollars, relates primarily to the cost of salaries in
Israel, a substantial portion of which are paid in NIS linked to the Consumer
Price Index in Israel (the "Israeli CPI"). While the Company may in the future,
to the extent it deems advisable, purchase currency options or other hedging
instruments to decrease the risk of the NIS devaluation against the dollar being
less than the rate of inflation in Israel, no assurance can be given that any
such financial strategy will be successful in limiting the Company's risk.

CONCENTRATION OF OWNERSHIP; POTENTIAL CONFLICTS OF INTEREST

The agreement with Lernout & Hauspie Speech Products, N.V., executed on
June 4, 1998, allows Lernout & Hauspie to designate and have elected one
person to serve on the Company's Board of Directors. The agreement also
grants Lernout & Hauspie the right to vote its preferred shares as if they
had been fully converted into Ordinary Shares. As of the date of this
Prospectus, Lernout & Hauspie will own, on a fully diluted basis,
approximately 27.5% of the Company. The Company has also agreed, pursuant to
an earlier Stock Purchase Agreement, that IMR Investments is entitled to
designate one person to serve on the Board of Directors of the Company. The
current designee of IMR Investments is Roger Cloutier. As of the date of this
Prospectus, IMR will beneficially own, on a fully diluted basis, approximately
6% of the Company. Such ownership will allow Lernout & Hauspie and IMR to
have significant influence over the outcome of any matters that come before
the Board of Directors or that require shareholder approval and thereby to
potentially control the affairs of the Company. Although Israeli law requires
directors to vote in a manner consistent with their fiduciary duty to the
Company, there can be no assurance that conflicts of interest will not arise
with respect to the foregoing or that such conflicts will be resolved in a
manner favorable to the Company.

NO DIVIDENDS

The Company has never paid cash dividends on its Ordinary Shares. Payment
of dividends on the Ordinary Shares is within the discretion of the Board of
Directors of the Company and will depend upon the Company's earnings, its
capital requirements and financial condition and other relevant factors. It is
the Company's intention to retain earnings, if any, to finance the operation and
expansion of its business and, therefore, it does not expect to pay any cash
dividends on its Ordinary Shares in the foreseeable future.

MARKET PRICE VOLATILITY

The market price of the Company's Ordinary Shares has been highly volatile
and in the past 52 weeks the daily closing price has ranged from $0.31 to $3.81.
Factors such as the Company's financial results, introduction of new products by
the Company or its competitors, factors affecting the software industry
generally and factors relating to conditions in the State of Israel may have a
significant impact on the market price of the Company's Ordinary Shares.
Additionally, in recent years, the United States stock markets have experienced
a high level of price and volume volatility and market prices for the stock of
many companies (particularly of small and emerging growth companies, the common
stock of which trades in the over-the-counter-market) have experienced wide
price fluctuations that have not necessarily been related to the operating
performance of such companies.

SUBSTANTIAL DILUTION

The book value of the Company's Ordinary Shares was approximately $(0.03)
per share at December 31, 1997. Therefore, purchasers of Shares in this
Offering will experience immediate and substantial dilution.

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS

As of the date of this Prospectus, 27,313,911 Ordinary Shares are issued
and outstanding, of which 23,442,004 are freely tradable. There are 3,871,907
Ordinary Shares eligible for sale, without registration, under Rule 144 subject
to certain volume limitations and other conditions prescribed by such rule and
to the contractual restrictions described below. There are warrants outstanding
for the purchase of 5,869,913 Ordinary Shares. Most of the shares underlying
these warrants have been or are being registered and will be freely tradable.
There also are options outstanding for 1,879,579 shares, of which 1,529,579 will
be freely tradable upon exercise. The Shares being registered hereby will be
freely tradable when this Registration Statement is declared effective by the
Commission.

In addition, the Company has granted to certain of its security holders,
including certain of its executive officers, directors and IMR Investments,
certain registration rights. No prediction can be made as to the effect, if any,
that sales of such securities or the availability of such securities for sale
will have on the market prices prevailing from time to time.

LOCATION IN ISRAEL

The Company is incorporated under the laws of, and has its offices and a
significant portion of its operations in, the State of Israel. Although most of
the Company's sales are currently made to customers outside Israel, the Company
is, nonetheless, directly influenced by the political, economic and security
conditions affecting Israel. Any major hostilities involving Israel, the
interruption or curtailment of trade between Israel and its trading partners or
a significant downturn in the economic or financial condition of Israel could
have a material adverse effect on the Company's business, financial condition or
results of operations. There can be no assurance that ongoing or revived
hostilities or other factors related to the political or economic status of
Israel will not have an adverse impact on the Company's business, operating
results or financial condition.

SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS

Service of process upon directors and officers of the Company and the
Israeli experts named herein, many of whom reside outside the United States, may
be difficult to effect within the United States. Furthermore, since the majority
of the Company's assets are located outside the United States, any judgment
obtained in the United States against the Company may not be enforceable within
the United States. The Company has been informed by its legal counsel in Israel,
Yigal Arnon & Co., that in such counsel's opinion there is doubt as to the
enforceability of civil liabilities under the Securities Act and the Exchange
Act, in original actions instituted in Israel. However, subject to certain time
limitations, Israeli courts are empowered to enforce foreign (including United
States) final executory judgments for liquidated amounts in civil matters
obtained after due trial before a court of competent jurisdiction (according to
the rules of private international law currently prevailing in Israel) which
enforces similar Israeli judgments. The enforcement of such judgments is
conditioned upon: (i) adequate service of process having been effected and the
defendant having had a reasonable opportunity to be heard; (ii) such judgments
or the

enforcement thereof not being contrary to the law, public policy, security or
sovereignty of the State of Israel; (iii) such judgments not being obtained
by fraud and not conflicting with any other valid judgment in the same matter
between the same parties; and (iv) an action between the same parties in the
same matter not pending in any Israeli court at the time the lawsuit is
instituted in the foreign court. The Company has irrevocably appointed Accent
Worldwide as the Company's agent to receive service of process in any action
against the Company in any federal or state court sitting in New York County,
State of New York arising out of the Offering or any purchase or sale of
securities in connection therewith.

Foreign judgments enforced by Israeli courts generally will be payable in
Israeli currency, and a special permit of the Israeli Controller of Foreign
Currency will be required to convert the Israeli currency into dollars and to
transfer such dollars out of Israel. The usual practice in an action to recover
an amount in a non-Israeli currency is for the Israeli court to render judgment
for the equivalent in Israeli currency at the rate of exchange in force on the
date thereof. Under existing law, a foreign judgment payable in foreign currency
may be paid in Israeli currency at the rate of exchange on the date of payment,
but the judgment debtor may also make payment in foreign currency if the Israeli
exchange control regulations then in effect permit such foreign currency
payment. Pending collection, the amount of the judgment of an Israeli court
stated in Israeli currency will ordinarily be linked to the Israeli CPI plus
interest at the annual rate (set by Israeli regulations) prevailing at such
time. Judgment creditors must bear the risk that they will be unable to convert
their award into foreign currency that can be transferred out of Israel. All
judgment creditors must bear the risk of unfavorable exchange rates.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Shares. All proceeds from the sale of the Shares will be for the account of the
Selling Shareholder, as described below. The Company will use the proceeds of
any warrant exercise for general corporate purposes and working capital. See
"Selling Shareholder" and "Plan of Distribution" described below.

SELLING SHAREHOLDER

The following table sets forth the Selling Shareholder and the number of
Ordinary Shares beneficially owned by such Selling Shareholder as of June 4,
1998, and offered hereby. The Selling Shareholder has not held any position,
office or other material relationship with the Company or any of its affiliates
within the past three years, other than as a result of its ownership of the
shares. The Shares may be offered from time to time by the Selling Shareholder
named below. However, the Selling Shareholder is under no obligation to sell all
or any portion of the Shares under this Prospectus or otherwise. Because the
Selling Shareholder may sell all or part of its Shares, no estimate can be given
as the number of Shares that will be held by it upon termination of any offering
made hereby.

Shares Beneficially
Owned After Offering(1)
Number of Shares Beneficially -----------------------
Owned Prior to the Offering and Percent
Name of Selling Shareholder Offered Hereby Number Outstanding
--------------------------- -------------- ------ -----------

Lernout & Hauspie Speech Products, N.V. 8,888,889 Ordinary Shares from 0 0%
Sint-Krispijnstraat 7 the Conversion of the Preferred
8900 Ieper - Belgium Shares and 4,444,444 from the
Exercise of the Warrants 0

PLAN OF DISTRIBUTION

The Shares covered by this Prospectus may be offered and sold from time
to time by the Selling Shareholder. The Selling Shareholder will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholder may sell the Shares
being offered hereby on the Nasdaq Small Cap Market, or otherwise, at prices
and under terms then prevailing or at prices related to the then current
market price or at negotiated prices. The Shares may be sold by on or more of
the following means of distribution: (a) a block or cross trade in which the
broker, dealer or agent so engaged will attempt to sell Shares as agent, but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker, dealer or agent as principal and
resale by such broker, dealer or agent for its own account pursuant to this
Prospectus; (c) an over-the-counter distribution in accordance with the rules
of the Nasdaq Small Cap Market; (d) ordinary brokerage transactions (which
may include long and short sales) and transactions in which the broker
solicits purchasers; (e) in privately negotiated transactions; (f) "at the
market" to or through market makers or into an existing market for the
Ordinary Shares; (g) in other ways not involving market makers or into an
existing market for the Ordinary Shares; (h) through transactions in options,
swaps or other derivatives (whether listed or not); or (i) any combination of
the foregoing or other legally available means. To the extent required, this
Prospectus may be amended and supplemented from time to time to describe a
specific plan of distribution. In connection with distributions of the
Shares or otherwise, the Selling Shareholder may enter into hedging
transactions with broker-dealers or other financial institutions. In
connection with such transactions, broker-dealers or other financial
institutions may engage in short sales of the Company's Ordinary Shares in
the course of hedging the positions they assume with Selling Shareholder. The
Selling Shareholder may also sell the Company's Ordinary Shares short and
redeliver the shares to close out such short positions. The Selling
Shareholder may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of Shares offered hereby,
which Shares such broker-dealer or other financial institution may resell
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Shareholder may also pledge Shares to a
broker-dealer or other financial institution, and, upon a default, such
broker-dealer or other financial institution may effect sales of the pledged
Shares pursuant to this Prospectus (as supplemented or amended to reflect
such transaction). In addition, any Shares that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.

- -------------------
(1) Assuming that all Ordinary Shares owned by the Selling Shareholder
registered pursuant to this Registration Statement will have been sold pursuant
to such registration statement prior to or simultaneously with the termination
of the Offering hereunder.

In effecting sales, brokers, dealers or agents engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Shareholder in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Act in connection with such sales, and
any such commissions, discounts or concessions may be deemed to be underwriting
discounts or commissions under the Act. The Company will pay all expenses
incident to the registration of the Shares with the SEC.

In order to comply with the securities laws of certain states, if
applicable, the Shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

There can be no assurance that the Selling Shareholder will sell all or
any of the Shares.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be
passed upon for the Company by Robert Trachtenberg, Esq., the Company's
Senior Vice President for Administration and Legal Affairs.

EXPERTS

The audited consolidated financial statements referred to in this
Prospectus and/or included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, have been audited by Luboshitz, Kasierer &
Co., a Member Firm of Andersen Worldwide, SC, independent public accountants,
as indicated in their reports with respect thereto, and are included herein
in reliance upon the authority of said firm as experts in giving said
reports. Reference is made to said reports, which include an explanatory
fourth paragraph with respect to the Company's ability to continue as a going
concern.

Statements concerning Israeli law included in this Prospectus or in any
document incorporated by reference herein have been examined by Yigal Arnon &
Co., and have been included upon the authority of such counsel as an expert
in the laws of the State of Israel.

No dealer, salesperson or any other individual has been authorized to give
any information or make any representations not contained in this Prospectus in
connection with the Offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company, any Selling Shareholder or any other person. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
Shares in any jurisdiction where, or to any person to whom, it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
there has not been any change in the facts set forth in this Prospectus or in
the affairs of the Company since the date hereof or that the information
contained herein is correct as of any time subsequent to the date hereof.

-----------

TABLE OF CONTENTS

Page
----

AVAILABLE INFORMATION 4
FORWARD LOOKING STATEMENTS 5
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE 5
THE COMPANY 6
RECENT DEVELOPMENTS 7
RISK FACTORS 8
USE OF PROCEEDS 15
SELLING SHAREHOLDER 15
PLAN OF DISTRIBUTION 16
LEGAL MATTERS 17
EXPERTS 17

13,333,333 ORDINARY SHARES

Accent Software
International Ltd.

----------

PROSPECTUS

----------

JUNE 9, 1998

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses in connection with the issuance and distribution of the
securities registered under this Registration Statement are estimated to be
as follows:

Securities and Exchange Commission Registration Fee. . . . $1,843
Israeli Taxes. . . . . . . . . . . . . . . . . . . . . . . 0
Printing and Engraving Expenses. . . . . . . . . . . . . . 500
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . 1,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . 500
Transfer Agent Fees. . . . . . . . . . . . . . . . . . . . 500

Total . . . . . . . . . . . . . . . . . . . . . . . . $4,343
------
------

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles of Association of the Company provide that, to the fullest
extent permitted by the Israeli Companies' Ordinance (New Version), 1983, as
amended (the "Companies Ordinance"), the Company may indemnify its directors
and officers for (i) any financial liability imposed upon them for the
benefit of a third party by a judgment, including a settlement or arbitration
decision certified by a court, as a result of an act or omission of such
person in his capacity as a director or officer of the Company; and (ii)
reasonable litigation expenses, including legal fees, incurred by such
director or officer or which he is obligated to pay by a court order, in a
proceeding brought against him by or on behalf of the Company or by others,
or in connection with a criminal proceeding in which he was acquitted, in
each case relating to acts or omissions of such person in his capacity as a
director or officer of the Company ("Indemnifiable Event").

The Company's Articles of Association provide that, to the fullest
extent permitted by the Companies Ordinance, the Company may procure
directors' and officers' liability insurance for (i) breach of the duty of
care by any director or officer owed to the Company or to any other person;
(ii) breach of fiduciary duty by any officer or director owed to the Company,
provided such person acted in good faith and had reasonable cause to assume
that the action would not prejudice the interests of the Company; and (iii)
any financial liability imposed upon any director or officer for the benefit
of a third party by reason of an act or omission of such person in his
capacity as a director or officer of the Company. The Company has a
directors' and officers' liability insurance policy that insures the
Company's officers and directors against certain liabilities.

II-1

Under the Companies Ordinance, the Company may not indemnify or procure
insurance coverage for the liability of its Office Holders (as defined in the
Companies Ordinance) in respect of any monetary obligation imposed by reason
of (i) an act or omission which constitutes a breach of fiduciary duty,
except to the extent described above; (ii) a willful breach of the duty of
care or reckless disregard of the circumstances or consequences of such
breach; (iii) an act or omission done with the intent to unlawfully realize
personal gain; or (iv) a fine or penalty imposed for a criminal offense.

The Companies Ordinance defines an "Office Holder" to include a
director, general manager, chief executive officer, executive vice president,
vice president, other managers directly subordinate to the general manager,
and any person assuming the responsibilities of the foregoing positions
without regard to such person's title.

In addition, pursuant to the Companies Ordinance, indemnification of,
and procurement of insurance coverage for, an Office Holder of the Company is
permitted if it is approved by the Company's Audit Committee and Board of
Directors. In certain circumstances, the Companies Ordinance also requires
approval of such indemnification and insurance by the Company's shareholders.

ITEM 16. EXHIBITS

4.1 - Preferred Share Purchase Agreement dated June 4, 1998, between Accent
Software International Ltd. and Lernout & Hauspie Speech Products,
N.V., which includes the Certificate of Designations as an exhibit
thereto.
5.1 - Opinion of Robert Trachtenberg, Esq.
23.1 - Consent of Luboshitz, Kasierer & Co., a Member Firm of Andersen
Worldwide, SC.
24.1 - Power of Attorney (included on page II-4 to II-5).

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(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, as amended (the "Securities Act");

(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

II-2

estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, with changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (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.

(2) That, for the purpose of determining any liability under the Securities
Act, 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; and

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act 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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 above, 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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

II-3

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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Colorado Springs, State of
Colorado, on this 8 of September 1997.

ACCENT SOFTWARE INTERNATIONAL LTD.

By: /s/ Robert J. Behr
-----------------------------------------------
Name: Robert J. Behr
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Todd
A. Oseth, Robert J. Behr and Robert Trachtenberg and each of them, as
attorneys-in-fact, each with the power of substitution, for him in any and
all capacities, to sign any amendment to this Registration Statement and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, 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, or any one of them, or their or his substitute or
substitutes, 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 indicated:

SIGNATURE TITLE DATE

/s/ Todd A. Oseth President, Chief Executive June 8, 1998
- ----------------------- Officer and Director
Todd A. Oseth (principal executive officer)

/s/ Robert J. Behr Chief Financial Officer June 8, 1998
- ----------------------- (principal financial and
Robert J. Behr accounting officer)

/s/ Roger Cloutier Co-Chairman of the Board June 8, 1998
- ----------------------- of Directors
Roger Cloutier

/s/ Jeffrey Rosenschein Director June 8, 1998
- -----------------------
Jeffrey Rosenschein

II-4

/s/ Robert Rosenschein Chief Technology Officer, June 8, 1998
- ----------------------- Languages, and Co-Chairman of
Robert Rosenschein the Board of Directors

/s/ Mark A. Tebbe Director June 8, 1998
- -----------------------
Mark A. Tebbe

/s/ Esther Dyson Director June 8, 1998
- -----------------------
Esther Dyson

Authorized Representative in the United States:

ACCENT WORLDWIDE, INC.

/s/ Todd A. Oseth June 8, 1998
- -----------------------
Todd A. Oseth

By: /s/ Robert J. Behr June 8, 1998
- -----------------------
Robert J. Behr
Attorney-in-fact

EXHIBIT INDEX

II-5