<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000

                                                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.
                (Name of Registrant as specified in its charter)

                DELAWARE                                         74-21226120
    (State or other jurisdiction                             (I.R.S. Employer
  of incorporation or organization)                          Identification No.)


                            2101 CITYWEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
                                 (713) 918-8800
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)


                   BMC SOFTWARE, INC. 2000 STOCK OPTION PLAN
                       EVITY, INC. 1999 STOCK OPTION PLAN
                           (Full title of the plans)


                               M. BRINKLEY MORSE
                             SENIOR VICE PRESIDENT
                               BMC SOFTWARE, INC.
                            2101 CITYWEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
                                 (713) 918-8800
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:
                              JOHN S. WATSON, ESQ.
                             VINSON & ELKINS L.L.P.
                            1001 FANNIN, SUITE 2300
                           HOUSTON, TEXAS 77002-6760
                                 (713) 758-2222


<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
===================================================================================================================

                                                       PROPOSED            PROPOSED MAXIMUM
   TITLE OF EACH CLASS OF          AMOUNT TO BE   MAXIMUM OFFERING            AGGREGATE               AMOUNT OF
SECURITIES TO BE REGISTERED         REGISTERED    PRICE PER SHARE(1)       OFFERING PRICE(1)     REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>                    <C>                       <C>
Common Stock, par value
 $0.01 per share(2)..............  995,621 shares      $44.84                 $44,643,646              $11,786
===================================================================================================================
 </TABLE>

(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) under the Securities Act of 1933, based upon the average of
     the high and low prices reported on The NASDAQ Stock Market on May 3, 2000
     ($44.84 per share).

(2)  Each share of common stock includes Rights under our Rights Agreement,
     which Rights are attached to and trade with our common stock.


<PAGE>   2
                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the securities described in this prospectus are sold.

o    The description of our common stock contained in our registration statement
     on form 8-A, as filed with the SEC on August 25, 1988;

o    Our annual report on form 10-K for the fiscal year ended March 31, 1999;

o    Our quarterly reports on form 10-Q for the quarterly periods ended June 30,
     1999, September 30, 1999 and December 31, 1999, and amended quarterly
     reports on form 10-Q/A for the quarterly periods ended June 30, 1999 and
     December 31, 1999;

o    Our current reports on form 8-K filed with the SEC on April 13, 1999, April
     28, 1999, and amended current reports on form 8-K/A filed with the SEC on
     June 14, 1999 and June 28, 1999.

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 our
Restated Certificate of Incorporation, Sections 1 and 2 of Article VI of our
bylaws, as amended, and indemnification agreements entered into by us with our
directors provide for the indemnification of our officers, directors, employees
and agents under certain circumstances.

     Set forth below is Article SEVENTH of our 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, 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 our bylaws, as
amended:

<PAGE>   3
     "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
     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, we have entered into indemnification agreements with our
directors, under which we have 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.

     We have also purchased liability insurance policies covering our directors
and officers.

ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.


     *    3.1 -- Restated Certificate of Incorporation of BMC Software, Inc.
     *    3.2 -- Bylaws of BMC Software, Inc.
     **   3.3 -- Amendment to Certificate of Incorporation of BMC Software, Inc.
     *    4.1 -- Specimen Common Stock certificate
     ***  4.2 -- BMC Software, Inc. 2000 Stock Option Plan
     ***  4.3 -- Evity, Inc. 1999 Stock Option Plan
     ***  5.1 -- Opinion of Vinson & Elkins L.L.P.
     *** 23.1 -- Consent of Arthur Andersen LLP
     *** 23.2 -- Consent of Ernst & Young LLP
     *** 23.3 -- Consent of PricewaterhouseCoopers LLP
     *** 23.4 -- Consent of Vinson & Elkins L.L.P. (continued in Exhibit 5.1
                 hereto)
     *** 24.1 -- Powers of Attorney (included on the signature page to this
                 Registration Statement)
<PAGE>   4
-------------

     *   These Exhibits are incorporated herein by reference to the Exhibits
         bearing the same Exhibit numbers in the Registrant's Form S-1
         Registration Statement No. 33-22892.
     **  This Exhibit is incorporated herein by reference to Exhibit 3.2 in
         the Registrant's Annual Report on Form 10-K for the fiscal year end
         March 31, 1997.
     *** Filed herewith.

ITEM 9.  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:

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

             (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;

provided, however, that paragraphs (1)(i) and (1)(ii) 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 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.

     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 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 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.

     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.

                                      II-3
<PAGE>   5

                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
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 5th day of May,
2000.

                                          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
below constitutes and appoints M. Brinkley Morse and Robert H. Whilden, Jr., 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 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, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
            SIGNATURE                     TITLE                         DATE
            ---------                     -----                         ----
<S>                             <C>                                  <C>
/s/ MAX P. WATSON JR.           Chairman of the Board, President     May 5, 2000
-----------------------------   and Chief Executive Officer
    Max P. Watson Jr.

/s/ WILLIAM M. AUSTIN           Senior Vice President and Chief      May 5, 2000
-----------------------------   Financial Officer
    William M. Austin           (Principal Financial Officer)

/s/ JOHN W. COX                 Vice President                       May 5, 2000
-----------------------------   (Principal Accounting Officer)
    John W. Cox

                                Director
-----------------------------
    John W. Barter

/s/ B. GARLAND CUPP             Director                             May 5, 2000
-----------------------------
    B. Garland Cupp

/s/ MELDON K. GAFNER            Director                             May 5, 2000
-----------------------------
    Meldon K. Gafner

                                Director
-----------------------------
    Lew W. Gray

/s/ GEORGE F. RAYMOND           Director                             May 5, 2000
-----------------------------
    George F. Raymond

/s/ TOM C. TINSLEY              Director                             May 5, 2000
-----------------------------
    Tom C. Tinsley
</TABLE>


                                     II-4




<PAGE>   6

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS      DESCRIPTION
--------      -----------
<S>            <C>

*    3.1       -- Restated Certificate of Incorporation of BMC Software, Inc.

*    3.2       -- Bylaws of BMC Software, Inc.

**   3.3       -- Amendment to Certificate of Incorporation of BMC Software,
                  Inc.

*    4.1       -- Specimen Common Stock certificate

***  4.2       -- BMC Software, Inc. 2000 Stock Option Plan

***  4.3       -- Evity, Inc. 1999 Stock Option Plan

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

*** 23.1       -- Consent of Arthur Andersen LLP

*** 23.2       -- Consent of Ernst & Young LLP

*** 23.3       -- Consent of PricewaterhouseCoopers LLP

*** 23.4       -- Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto)

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

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

*    These Exhibits are incorporated herein by reference to the Exhibits bearing
     the same Exhibit numbers in the Registrant's Form S-1 Registration
     Statement No. 33-22892.

**   This Exhibit is incorporated herein by reference to Exhibit 3.2 in the
     Registrant's Annual Report on Form 10-K for the fiscal year end March 31,
     1997.

***  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "BMC SOFTWARE, INC", "secsgml_size_bytes": 22175}]
{"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": "333-36476", "film-number": "621191"}, "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 MAY 5, 2000

                                                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.
                (Name of Registrant as specified in its charter)

                DELAWARE                                         74-21226120
    (State or other jurisdiction                             (I.R.S. Employer
  of incorporation or organization)                          Identification No.)

                            2101 CITYWEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
                                 (713) 918-8800
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                   BMC SOFTWARE, INC. 2000 STOCK OPTION PLAN
                       EVITY, INC. 1999 STOCK OPTION PLAN
                           (Full title of the plans)

                               M. BRINKLEY MORSE
                             SENIOR VICE PRESIDENT
                               BMC SOFTWARE, INC.
                            2101 CITYWEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
                                 (713) 918-8800
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                              JOHN S. WATSON, ESQ.
                             VINSON & ELKINS L.L.P.
                            1001 FANNIN, SUITE 2300
                           HOUSTON, TEXAS 77002-6760
                                 (713) 758-2222
CALCULATION OF REGISTRATION FEE
===================================================================================================================

                                                       PROPOSED            PROPOSED MAXIMUM
   TITLE OF EACH CLASS OF          AMOUNT TO BE   MAXIMUM OFFERING            AGGREGATE               AMOUNT OF
SECURITIES TO BE REGISTERED         REGISTERED    PRICE PER SHARE(1)       OFFERING PRICE(1)     REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value
 $0.01 per share(2)..............  995,621 shares      $44.84                 $44,643,646              $11,786
===================================================================================================================
(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) under the Securities Act of 1933, based upon the average of
     the high and low prices reported on The NASDAQ Stock Market on May 3, 2000
     ($44.84 per share).

(2)  Each share of common stock includes Rights under our Rights Agreement,
     which Rights are attached to and trade with our common stock.
2
                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the securities described in this prospectus are sold.

o    The description of our common stock contained in our registration statement
     on form 8-A, as filed with the SEC on August 25, 1988;

o    Our annual report on form 10-K for the fiscal year ended March 31, 1999;

o    Our quarterly reports on form 10-Q for the quarterly periods ended June 30,
     1999, September 30, 1999 and December 31, 1999, and amended quarterly
     reports on form 10-Q/A for the quarterly periods ended June 30, 1999 and
     December 31, 1999;

o    Our current reports on form 8-K filed with the SEC on April 13, 1999, April
     28, 1999, and amended current reports on form 8-K/A filed with the SEC on
     June 14, 1999 and June 28, 1999.

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 our
Restated Certificate of Incorporation, Sections 1 and 2 of Article VI of our
bylaws, as amended, and indemnification agreements entered into by us with our
directors provide for the indemnification of our officers, directors, employees
and agents under certain circumstances.

     Set forth below is Article SEVENTH of our 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, 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 our bylaws, as
amended:
3
     "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
     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, we have entered into indemnification agreements with our
directors, under which we have 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.

     We have also purchased liability insurance policies covering our directors
and officers.

ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

     *    3.1 -- Restated Certificate of Incorporation of BMC Software, Inc.
     *    3.2 -- Bylaws of BMC Software, Inc.
     **   3.3 -- Amendment to Certificate of Incorporation of BMC Software, Inc.
     *    4.1 -- Specimen Common Stock certificate
     ***  4.2 -- BMC Software, Inc. 2000 Stock Option Plan
     ***  4.3 -- Evity, Inc. 1999 Stock Option Plan
     ***  5.1 -- Opinion of Vinson & Elkins L.L.P.
     *** 23.1 -- Consent of Arthur Andersen LLP
     *** 23.2 -- Consent of Ernst & Young LLP
     *** 23.3 -- Consent of PricewaterhouseCoopers LLP
     *** 23.4 -- Consent of Vinson & Elkins L.L.P. (continued in Exhibit 5.1
                 hereto)
     *** 24.1 -- Powers of Attorney (included on the signature page to this
                 Registration Statement)
4
-------------

     *   These Exhibits are incorporated herein by reference to the Exhibits
         bearing the same Exhibit numbers in the Registrant's Form S-1
         Registration Statement No. 33-22892.
     **  This Exhibit is incorporated herein by reference to Exhibit 3.2 in
         the Registrant's Annual Report on Form 10-K for the fiscal year end
         March 31, 1997.
     *** Filed herewith.

ITEM 9.  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:

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

             (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;

provided, however, that paragraphs (1)(i) and (1)(ii) 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 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.

     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 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 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.

     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.

                                      II-3
5

                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
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 5th day of May,
2000.

                                          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
below constitutes and appoints M. Brinkley Morse and Robert H. Whilden, Jr., 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 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, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                     TITLE                         DATE
            ---------                     -----                         ----
/s/ MAX P. WATSON JR.           Chairman of the Board, President     May 5, 2000
-----------------------------   and Chief Executive Officer
    Max P. Watson Jr.

/s/ WILLIAM M. AUSTIN           Senior Vice President and Chief      May 5, 2000
-----------------------------   Financial Officer
    William M. Austin           (Principal Financial Officer)

/s/ JOHN W. COX                 Vice President                       May 5, 2000
-----------------------------   (Principal Accounting Officer)
    John W. Cox

                                Director
-----------------------------
    John W. Barter

/s/ B. GARLAND CUPP             Director                             May 5, 2000
-----------------------------
    B. Garland Cupp

/s/ MELDON K. GAFNER            Director                             May 5, 2000
-----------------------------
    Meldon K. Gafner

                                Director
-----------------------------
    Lew W. Gray

/s/ GEORGE F. RAYMOND           Director                             May 5, 2000
-----------------------------
    George F. Raymond

/s/ TOM C. TINSLEY              Director                             May 5, 2000
-----------------------------
    Tom C. Tinsley
II-4
6

                               INDEX TO EXHIBITS
EXHIBITS      DESCRIPTION
--------      -----------
*    3.1       -- Restated Certificate of Incorporation of BMC Software, Inc.

*    3.2       -- Bylaws of BMC Software, Inc.

**   3.3       -- Amendment to Certificate of Incorporation of BMC Software,
                  Inc.

*    4.1       -- Specimen Common Stock certificate

***  4.2       -- BMC Software, Inc. 2000 Stock Option Plan

***  4.3       -- Evity, Inc. 1999 Stock Option Plan

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

*** 23.1       -- Consent of Arthur Andersen LLP

*** 23.2       -- Consent of Ernst & Young LLP

*** 23.3       -- Consent of PricewaterhouseCoopers LLP

*** 23.4       -- Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto)

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

*    These Exhibits are incorporated herein by reference to the Exhibits bearing
     the same Exhibit numbers in the Registrant's Form S-1 Registration
     Statement No. 33-22892.

**   This Exhibit is incorporated herein by reference to Exhibit 3.2 in the
     Registrant's Annual Report on Form 10-K for the fiscal year end March 31,
     1997.

***  Filed herewith.