FORM 3 OMB APPROVAL
OMB Number: 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response . . . 0.5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Act
of 1934, Section 17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person
Berty Michel M.
(Last) (First) (Middle)
1114 Avenue of the Americas
(Street)
New York New York 10036
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
July 24, 1997
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Level 8 Systems, Inc. (LVEL)
5. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
_X_ Director ___ 10% Owner
___ Officer (give title below) ___ Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)
2. Amount of Securities Beneficially Owned (Instr. 4)
None
3. Ownership From: Direct (D) or Indirect (I) (Instr. 5)
4. Nature of Indirect Beneficial Onwership (Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting
person, see Instruction 5(b)(v).
Table II -- Derivative Securities Beneficially Owned (e.g.,
puts, calls, warrants, options, convertible
securities)
1. Title of Derivative Security (Instr. 4)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
None
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
6. Name of Indirect Beneficial Ownership (Instr. 5)
Explanation of Responses:
Mr. Berty was elected to the Board of Directors of Level 8
Systems, Inc., effective as of July 24, 1997, to replace Robert
R. MacDonald who resigned from the Board of Directors of Level 8
Systems, Inc., effective as of July 24, 1997.
/s/ Michel M. Berty 7/29/97
Michel M. Berty Date
**Signature of Reporting Person
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space provided is insufficient,
See Instruction 6 for procedure.
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB Number.
SEC 1473 (7-96)
