<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1999
                                                          Registration No. 333-


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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               -----------------


                               BMC SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                        (State or other jurisdiction of
                         incorporation or organization)
                                  74- 21226120
                                (I.R.S. Employer
                              Identification No.)
                            2101 CITYWEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
          (Address of principal executive offices, including zip code)


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

             BOOLE & BABBAGE, INC. 1986 INCENTIVE STOCK OPTION PLAN
           BOOLE & BABBAGE, INC. 1986 SUPPLEMENTAL STOCK OPTION PLAN
      BOOLE & BABBAGE, INC. 1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                  BOOLE & BABBAGE, INC. 1995 STOCK OPTION PLAN
            BOOLE & BABBAGE, INC. 1997 NON-OFFICER STOCK OPTION PLAN
                           (Full title of the plans)



                               M. BRINKLEY MORSE
                             SENIOR VICE PRESIDENT
                            2101 CITYWEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
                    (Name and address of agent for service)

                                 (713) 918-8800
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 John S. Watson
                             Vinson & Elkins L.L.P.
                             2300 First City Tower
                           Houston, Texas 77002-6760

                        CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>

=======================================================================================================================
      Title of              Amount to be           Proposed maximum          Proposed maximum             Amount of
  securities to be           registered             offering price               aggregate            registration fee
     registered                                      per share (1)          offering price (1)
-----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                           <C>                    <C>                        <C>     
Common Stock,
$.01 par value (2)        3,948,094 shares              $ 35.22                $ 139,051,871              $ 38,656
=======================================================================================================================
</TABLE>

(1)  Estimated solely for purposes of calculating the registration fee.

(2)  Each share of Common Stock includes Rights under the Company's Rights
     Agreement, which Rights are attached to and trade with the Common Stock of
     the Company.


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





<PAGE>   2



                                    PART II
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents previously filed by the Company with the
Commission are incorporated herein by reference: (i) the Company's Annual
Report on Form 10-K and 10-K/A for the year ended March 31, 1998; (ii) the
Company's Quarterly Reports on Form 10-Q/A for the quarters ended June 30,
1998, September 30, 1998 and December 31, 1998; (iii) the Company's Current
Reports on Form 8-K filed on November 6, 1998, January 8, 1999 and March 18,
1999; (iv) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal period covered by the annual report
referred to in (i) above; and (v) the description of the Company's Common Stock
contained in its Registration Statement filed under Section 12 of the Exchange
Act, including any amendment or reports filed for the purposes of updating such
description.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration
Statement, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

     The Company will provide without charge to any person to whom a copy of
this Registration Statement has been delivered, upon written or oral request, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
BMC Software, Inc., 2101 CityWest Boulevard, Houston, Texas 77042, Attention:
Secretary, telephone (713) 918-8800.

ITEM 4.       DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law, Article SEVENTH of
the Company's Restated Certificate of Incorporation, Sections 1 and 2 of
Article VI of the Company's bylaws, as amended, and indemnification agreements
entered into by the Company with its directors provide for the indemnification
of officers, directors, employees and agents under certain circumstances.

     Set forth below is Article SEVENTH of the Company's Restated Certificate
of Incorporation pertaining to indemnification of officers, directors,
employees and agents and insurance:

              SEVENTH: A director of the Corporation shall not be personally
         liable to the Corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director, except for such liability as
         is expressly not subject to limitation under the General Corporation
         Law of the State of Delaware, as the same exists or may hereafter be
         amended to further limit or eliminate such liability. Moreover, the
         Corporation shall, to the fullest extent permitted by law, indemnify
         any and all officers and directors of the Corporation, and may, to the
         fullest extent permitted by law or to such lesser extent as is
         determined in the discretion of the Board of Directors, indemnify any
         and all other persons whom it shall have power to indemnify, from and
         against all expenses, liabilities or other matters arising out of
         their status as such or their acts, omissions or services rendered in
         such capacities. The Corporation shall have the power to purchase and
         maintain insurance on behalf of any person who is or was a director,
         officer, employee or agent of the Corporation, or is or was serving at
         the request of the Corporation as a director, officer, employee or
         agent of another Corporation,


                                      -2-




<PAGE>   3



         partnership, joint venture, trust or other enterprise against any
         liability asserted against him and incurred by him in any such
         capacity, or arising out of his status as such, whether or not the
         Corporation would have the power to indemnify him against such
         liability.

         Set forth below are Sections 1 and 2 of Article VI of the Company's
bylaws, as amended:

              Section 1. Right to Indemnification. Each person who was or is
         made a party or is threatened to be made a party to or is involved in
         any action, suit or proceeding, whether civil, criminal,
         administrative or investigative (hereinafter a "proceeding"), by
         reason of the fact that he or she or a person of whom he or she is the
         legal representative, is or was or has agreed to become a director or
         officer of the Corporation or is or was serving or has agreed to serve
         at the request of the Corporation as a director, officer, employee or
         agent of another corporation or of a partnership, joint venture, trust
         or other enterprise, including service with respect to employee
         benefit plans, whether the basis of such proceeding is alleged action
         in an official capacity as a director or officer or in any other
         capacity while serving or having agreed to serve as a director or
         officer, shall be indemnified and held harmless by the Corporation to
         the fullest extent authorized by the Delaware General Corporation Law,
         as the same exists or may hereafter be amended (but, in the case of
         any such amendment, only to the extent that such amendment permits the
         Corporation to provide broader indemnification rights than said law
         permitted the corporation to provide prior to such amendment), against
         all expense, liability and loss (including, without limitation,
         attorneys' fees, judgements, fines, ERISA excise taxes or penalties
         and amounts paid or to be paid in settlement) reasonably incurred or
         suffered by such person in connection therewith and such
         indemnification shall continue as to a person who has ceased to serve
         in the capacity which initially entitled such person to indemnify
         hereunder and shall inure to the benefit of his or her heirs,
         executors, and administrators; provided, however, that the Corporation
         shall indemnify any such person seeking indemnification in connection
         with a proceeding (or part thereof) initiated by such person if such
         proceeding (or part thereof) was authorized by the board of directors
         of the Corporation. The right to indemnification conferred in this
         Article VI shall be a contract right and shall include the right to be
         paid by the Corporation the expenses incurred in defending any such
         proceeding in advance of its final disposition; provided, however,
         that if the Delaware General Corporation Law requires, the payment of
         such expenses incurred by a current, former or proposed director or
         officer in his or her capacity as a director or officer or proposed
         director or officer (and not in any other capacity in which service
         was or is or has been agreed to be rendered by such person while a
         director or officer, including, without limitation, service to an
         employee benefit plan) in advance of the final disposition of a
         proceeding, shall be made only upon delivery to the Corporation of an
         undertaking, by or on behalf of such indemnified person, to repay all
         amounts so advanced if it shall ultimately be determined that such
         indemnified person is not entitled to be indemnified under this
         Section or otherwise.

              Section 2. Indemnification of Employees and Agents. The
         Corporation may, by action of its Board of Directors, provide
         indemnification to employees and agents of the Corporation,
         individually or as a group, with the same scope and effect as the
         indemnification of directors and officers provided for in this
         Article.

     In addition, the Company has entered into indemnification agreements with
its directors, pursuant to which the Company has agreed to indemnify such
directors in accordance with, and to the fullest extent permitted by, the
Delaware General Corporation Law, against any and all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
indemnitee in connection with any proceeding in which the indemnitee was or is
made a party or was or is involved by reason of the fact that the indemnitee is
or was a director.

     The Company has also purchased liability insurance policies covering
directors and officers of the Company.


ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.










                                      -3-




<PAGE>   4



ITEM 8.       EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

         3.1-     Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Registration Statement on Form S-1 (registration No.
                  33-22892)).

         3.2-     Certificate of Amendment of Restated Certificate of
                  Incorporation (incorporated by reference to Exhibit 3.2 to
                  the Company's Annual Report on Form 10-K for the year ended
                  March 31, 1997).

         3.3-     Bylaws, as amended, of the Company (incorporated by reference
                  to Exhibit 3.2 to the Company's Registration Statement on
                  Form S-1 (registration No. 33-22892)).

         4.1-     Rights Agreement dated as of May 8, 1995 between the Company
                  and BankBoston N.A. (incorporated by reference to Exhibit 1
                  to the Company's Registration Statement on Form 8-A dated May
                  10, 1995).

         4.2-     Amendment to Rights Agreement dated as of April 27, 1997
                  (incorporated by reference to Exhibit 4.3 to the Company's
                  Annual Report on Form 10-K for the year ended March 31,
                  1997).

         5.1-     Opinion of Vinson & Elkins L.L.P.

        23.1-     Consent of Arthur Andersen LLP.
               
        23.2-     Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).

        24.1-     Powers of Attorney (included on the signature page to this
                  Registration Statement).


                                  UNDERTAKINGS

         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:

                  (a) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933, as amended (the "Securities Act");

                  (b) To reflect in the prospectus any facts or events arising
         after the effective date of this 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 this Registration Statement;

                  (c) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.



                                      -4-




<PAGE>   5



         (4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this 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.

         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 foregoing provisions, 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.



                                      -5-




<PAGE>   6



                                   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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 1st day of
April, 1999.


                                        BMC SOFTWARE, INC.

                                        By:    /s/ M. Brinkley Morse
                                           ----------------------------------
                                            M. Brinkley Morse
                                            Senior Vice President



                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Max P. Watson Jr. and M.
Brinkley Morse, or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent 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 on the dates indicated.


<TABLE>
<CAPTION>
             SIGNATURES                                         TITLE                                DATE
             ----------                                         -----                                ----
<S>                                            <C>                                              <C> 
  /s/ Max P. Watson Jr.                        Chairman of the Board, President and Chief       March-31, 1999
-------------------------------------          Executive-Officer-(Principal-Executive                
Max P. Watson Jr.                              Officer)

                                                                                                
  /s/ William M. Austin                        (Principal Financial Officer)                    March 31, 1999
-------------------------------------                                                                              
William M. Austin

  /s/ Kevin M. Klausmeyer                      (Principal Accounting Officer)                   March 31, 1999
-------------------------------------                                                                              
Kevin M. Klausmeyer

  /s/ John W. Barter                           Director                                         March 31, 1999
-------------------------------------                                                                              
John W. Barter

  /s/ B. Garland Cupp                          Director                                         March 31, 1999
-------------------------------------                                                                              
B. Garland Cupp

  /s/ Meldon K. Gafner                         Director                                         March 31, 1999
-------------------------------------                                                                              
Meldon K. Gafner
</TABLE>



                                      -6-




<PAGE>   7



<TABLE>

<S>                                            <C>                                              <C> 
  /s/ Lew W. Gray                              Director                                         March 31, 1999
-------------------------------------                                                                              
Lew W. Gray

  /s/ George F. Raymond                        Director                                         March 31, 1999
-------------------------------------                                                                              
George F. Raymond

  /s/ Tom C. Tinsley                           Director                                         March 31, 1999
-------------------------------------                                                                              
Tom C. Tinsley
</TABLE>



                                      -7-




<PAGE>   8


                                                   EXHIBIT INDEX



<TABLE>
<CAPTION>
       EXHIBIT                                                    
        NUMBER                          DESCRIPTION
        ------                          -----------
<S>                <C>                                                          
         3.1-     Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Registration Statement on Form S-1 (registration No.
                  33-22892)).

         3.2-     Certificate of Amendment of Restated Certificate of
                  Incorporation (incorporated by reference to Exhibit 3.2 to
                  the Company's Annual Report on Form 10-K for the year ended
                  March 31, 1997).

         3.3-     Bylaws, as amended, of the Company (incorporated by reference
                  to Exhibit 3.2 to the Company's Registration Statement on
                  Form S-1 (registration No. 33-22892)).

         4.1-     Rights Agreement dated as of May 8, 1995 between the Company
                  and BankBoston N.A. (incorporated by reference to Exhibit 1
                  to the Company's Registration Statement on Form 8-A dated May
                  10, 1995).

         4.2-     Amendment to Rights Agreement dated as of April 27, 1997
                  (incorporated by reference to Exhibit 4.3 to the Company's
                  Annual Report on Form 10-K for the year ended March 31,
                  1997).

        *5.1-     Opinion of Vinson & Elkins L.L.P.

       *23.1-     Consent of Arthur Andersen LLP.

       *23.2-     Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).

       *24.1-     Powers of Attorney (included on the signature page to this
                  Registration Statement).
</TABLE>


---------------------------
*  Filed herewith.











                                      -8-
[{"type": "S-8", "sequence": "1", "description": "BMC SOFTWARE, INC.", "secsgml_size_bytes": 25926}]
{"company-data": {"conformed-name": "BMC SOFTWARE INC", "cik": "0000835729", "assigned-sic": "7372", "irs-number": "742126120", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75549", "film-number": "99586355"}, "business-address": {"street1": "2101 CITYWEST BLVD", "city": "HOUSTON", "state": "TX", "zip": "77042-2827", "phone": "7139188800"}, "mail-address": {"street1": "2101 CITYWEST BLVD", "city": "HOUSTON", "state": "TX", "zip": "77042-2827"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1999
                                                          Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               -----------------

                               BMC SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                        (State or other jurisdiction of
                         incorporation or organization)
                                  74- 21226120
                                (I.R.S. Employer
                              Identification No.)
                            2101 CITYWEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
          (Address of principal executive offices, including zip code)

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

             BOOLE & BABBAGE, INC. 1986 INCENTIVE STOCK OPTION PLAN
           BOOLE & BABBAGE, INC. 1986 SUPPLEMENTAL STOCK OPTION PLAN
      BOOLE & BABBAGE, INC. 1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                  BOOLE & BABBAGE, INC. 1995 STOCK OPTION PLAN
            BOOLE & BABBAGE, INC. 1997 NON-OFFICER STOCK OPTION PLAN
                           (Full title of the plans)

                               M. BRINKLEY MORSE
                             SENIOR VICE PRESIDENT
                            2101 CITYWEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
                    (Name and address of agent for service)

                                 (713) 918-8800
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 John S. Watson
                             Vinson & Elkins L.L.P.
                             2300 First City Tower
                           Houston, Texas 77002-6760

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
      Title of              Amount to be           Proposed maximum          Proposed maximum             Amount of
  securities to be           registered             offering price               aggregate            registration fee
     registered                                      per share (1)          offering price (1)
-----------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value (2)        3,948,094 shares              $ 35.22                $ 139,051,871              $ 38,656
=======================================================================================================================
(1)  Estimated solely for purposes of calculating the registration fee.

(2)  Each share of Common Stock includes Rights under the Company's Rights
     Agreement, which Rights are attached to and trade with the Common Stock of
     the Company.

===============================================================================
2

                                    PART II
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents previously filed by the Company with the
Commission are incorporated herein by reference: (i) the Company's Annual
Report on Form 10-K and 10-K/A for the year ended March 31, 1998; (ii) the
Company's Quarterly Reports on Form 10-Q/A for the quarters ended June 30,
1998, September 30, 1998 and December 31, 1998; (iii) the Company's Current
Reports on Form 8-K filed on November 6, 1998, January 8, 1999 and March 18,
1999; (iv) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal period covered by the annual report
referred to in (i) above; and (v) the description of the Company's Common Stock
contained in its Registration Statement filed under Section 12 of the Exchange
Act, including any amendment or reports filed for the purposes of updating such
description.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration
Statement, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

     The Company will provide without charge to any person to whom a copy of
this Registration Statement has been delivered, upon written or oral request, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
BMC Software, Inc., 2101 CityWest Boulevard, Houston, Texas 77042, Attention:
Secretary, telephone (713) 918-8800.

ITEM 4.       DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law, Article SEVENTH of
the Company's Restated Certificate of Incorporation, Sections 1 and 2 of
Article VI of the Company's bylaws, as amended, and indemnification agreements
entered into by the Company with its directors provide for the indemnification
of officers, directors, employees and agents under certain circumstances.

     Set forth below is Article SEVENTH of the Company's Restated Certificate
of Incorporation pertaining to indemnification of officers, directors,
employees and agents and insurance:

              SEVENTH: A director of the Corporation shall not be personally
         liable to the Corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director, except for such liability as
         is expressly not subject to limitation under the General Corporation
         Law of the State of Delaware, as the same exists or may hereafter be
         amended to further limit or eliminate such liability. Moreover, the
         Corporation shall, to the fullest extent permitted by law, indemnify
         any and all officers and directors of the Corporation, and may, to the
         fullest extent permitted by law or to such lesser extent as is
         determined in the discretion of the Board of Directors, indemnify any
         and all other persons whom it shall have power to indemnify, from and
         against all expenses, liabilities or other matters arising out of
         their status as such or their acts, omissions or services rendered in
         such capacities. The Corporation shall have the power to purchase and
         maintain insurance on behalf of any person who is or was a director,
         officer, employee or agent of the Corporation, or is or was serving at
         the request of the Corporation as a director, officer, employee or
         agent of another Corporation,

                                      -2-
3

         partnership, joint venture, trust or other enterprise against any
         liability asserted against him and incurred by him in any such
         capacity, or arising out of his status as such, whether or not the
         Corporation would have the power to indemnify him against such
         liability.

         Set forth below are Sections 1 and 2 of Article VI of the Company's
bylaws, as amended:

              Section 1. Right to Indemnification. Each person who was or is
         made a party or is threatened to be made a party to or is involved in
         any action, suit or proceeding, whether civil, criminal,
         administrative or investigative (hereinafter a "proceeding"), by
         reason of the fact that he or she or a person of whom he or she is the
         legal representative, is or was or has agreed to become a director or
         officer of the Corporation or is or was serving or has agreed to serve
         at the request of the Corporation as a director, officer, employee or
         agent of another corporation or of a partnership, joint venture, trust
         or other enterprise, including service with respect to employee
         benefit plans, whether the basis of such proceeding is alleged action
         in an official capacity as a director or officer or in any other
         capacity while serving or having agreed to serve as a director or
         officer, shall be indemnified and held harmless by the Corporation to
         the fullest extent authorized by the Delaware General Corporation Law,
         as the same exists or may hereafter be amended (but, in the case of
         any such amendment, only to the extent that such amendment permits the
         Corporation to provide broader indemnification rights than said law
         permitted the corporation to provide prior to such amendment), against
         all expense, liability and loss (including, without limitation,
         attorneys' fees, judgements, fines, ERISA excise taxes or penalties
         and amounts paid or to be paid in settlement) reasonably incurred or
         suffered by such person in connection therewith and such
         indemnification shall continue as to a person who has ceased to serve
         in the capacity which initially entitled such person to indemnify
         hereunder and shall inure to the benefit of his or her heirs,
         executors, and administrators; provided, however, that the Corporation
         shall indemnify any such person seeking indemnification in connection
         with a proceeding (or part thereof) initiated by such person if such
         proceeding (or part thereof) was authorized by the board of directors
         of the Corporation. The right to indemnification conferred in this
         Article VI shall be a contract right and shall include the right to be
         paid by the Corporation the expenses incurred in defending any such
         proceeding in advance of its final disposition; provided, however,
         that if the Delaware General Corporation Law requires, the payment of
         such expenses incurred by a current, former or proposed director or
         officer in his or her capacity as a director or officer or proposed
         director or officer (and not in any other capacity in which service
         was or is or has been agreed to be rendered by such person while a
         director or officer, including, without limitation, service to an
         employee benefit plan) in advance of the final disposition of a
         proceeding, shall be made only upon delivery to the Corporation of an
         undertaking, by or on behalf of such indemnified person, to repay all
         amounts so advanced if it shall ultimately be determined that such
         indemnified person is not entitled to be indemnified under this
         Section or otherwise.

              Section 2. Indemnification of Employees and Agents. The
         Corporation may, by action of its Board of Directors, provide
         indemnification to employees and agents of the Corporation,
         individually or as a group, with the same scope and effect as the
         indemnification of directors and officers provided for in this
         Article.

     In addition, the Company has entered into indemnification agreements with
its directors, pursuant to which the Company has agreed to indemnify such
directors in accordance with, and to the fullest extent permitted by, the
Delaware General Corporation Law, against any and all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
indemnitee in connection with any proceeding in which the indemnitee was or is
made a party or was or is involved by reason of the fact that the indemnitee is
or was a director.

     The Company has also purchased liability insurance policies covering
directors and officers of the Company.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      -3-
4

ITEM 8.       EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

         3.1-     Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Registration Statement on Form S-1 (registration No.
                  33-22892)).

         3.2-     Certificate of Amendment of Restated Certificate of
                  Incorporation (incorporated by reference to Exhibit 3.2 to
                  the Company's Annual Report on Form 10-K for the year ended
                  March 31, 1997).

         3.3-     Bylaws, as amended, of the Company (incorporated by reference
                  to Exhibit 3.2 to the Company's Registration Statement on
                  Form S-1 (registration No. 33-22892)).

         4.1-     Rights Agreement dated as of May 8, 1995 between the Company
                  and BankBoston N.A. (incorporated by reference to Exhibit 1
                  to the Company's Registration Statement on Form 8-A dated May
                  10, 1995).

         4.2-     Amendment to Rights Agreement dated as of April 27, 1997
                  (incorporated by reference to Exhibit 4.3 to the Company's
                  Annual Report on Form 10-K for the year ended March 31,
                  1997).

         5.1-     Opinion of Vinson & Elkins L.L.P.

        23.1-     Consent of Arthur Andersen LLP.
               
        23.2-     Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).

        24.1-     Powers of Attorney (included on the signature page to this
                  Registration Statement).

                                  UNDERTAKINGS

         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:

                  (a) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933, as amended (the "Securities Act");

                  (b) To reflect in the prospectus any facts or events arising
         after the effective date of this 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 this Registration Statement;

                  (c) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.

                                      -4-
5

         (4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this 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.

         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 foregoing provisions, 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.

                                      -5-
6

                                   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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 1st day of
April, 1999.

                                        BMC SOFTWARE, INC.

                                        By:    /s/ M. Brinkley Morse
                                           ----------------------------------
                                            M. Brinkley Morse
                                            Senior Vice President

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Max P. Watson Jr. and M.
Brinkley Morse, or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent 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 on the dates indicated.
SIGNATURES                                         TITLE                                DATE
             ----------                                         -----                                ----
/s/ Max P. Watson Jr.                        Chairman of the Board, President and Chief       March-31, 1999
-------------------------------------          Executive-Officer-(Principal-Executive                
Max P. Watson Jr.                              Officer)

                                                                                                
  /s/ William M. Austin                        (Principal Financial Officer)                    March 31, 1999
-------------------------------------                                                                              
William M. Austin

  /s/ Kevin M. Klausmeyer                      (Principal Accounting Officer)                   March 31, 1999
-------------------------------------                                                                              
Kevin M. Klausmeyer

  /s/ John W. Barter                           Director                                         March 31, 1999
-------------------------------------                                                                              
John W. Barter

  /s/ B. Garland Cupp                          Director                                         March 31, 1999
-------------------------------------                                                                              
B. Garland Cupp

  /s/ Meldon K. Gafner                         Director                                         March 31, 1999
-------------------------------------                                                                              
Meldon K. Gafner
-6-
7
/s/ Lew W. Gray                              Director                                         March 31, 1999
-------------------------------------                                                                              
Lew W. Gray

  /s/ George F. Raymond                        Director                                         March 31, 1999
-------------------------------------                                                                              
George F. Raymond

  /s/ Tom C. Tinsley                           Director                                         March 31, 1999
-------------------------------------                                                                              
Tom C. Tinsley
-7-
8

                                                   EXHIBIT INDEX
EXHIBIT                                                    
        NUMBER                          DESCRIPTION
        ------                          -----------
3.1-     Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Registration Statement on Form S-1 (registration No.
                  33-22892)).

         3.2-     Certificate of Amendment of Restated Certificate of
                  Incorporation (incorporated by reference to Exhibit 3.2 to
                  the Company's Annual Report on Form 10-K for the year ended
                  March 31, 1997).

         3.3-     Bylaws, as amended, of the Company (incorporated by reference
                  to Exhibit 3.2 to the Company's Registration Statement on
                  Form S-1 (registration No. 33-22892)).

         4.1-     Rights Agreement dated as of May 8, 1995 between the Company
                  and BankBoston N.A. (incorporated by reference to Exhibit 1
                  to the Company's Registration Statement on Form 8-A dated May
                  10, 1995).

         4.2-     Amendment to Rights Agreement dated as of April 27, 1997
                  (incorporated by reference to Exhibit 4.3 to the Company's
                  Annual Report on Form 10-K for the year ended March 31,
                  1997).

        *5.1-     Opinion of Vinson & Elkins L.L.P.

       *23.1-     Consent of Arthur Andersen LLP.

       *23.2-     Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).

       *24.1-     Powers of Attorney (included on the signature page to this
                  Registration Statement).
---------------------------
*  Filed herewith.

                                      -8-