<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2002
                                                       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. 2002 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                 BMC SOFTWARE, INC. 2002 EMPLOYEE INCENTIVE PLAN
                            (Full title of the plans)

                             ROBERT H. WHILDEN, JR.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                               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
                             VINSON & ELKINS L.L.P.
                             1001 FANNIN, SUITE 2300
                            HOUSTON, TEXAS 77002-6760
                                 (713) 758-2222

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
====================================================================================================================================
                                                                                 PROPOSED         PROPOSED MAXIMUM       AMOUNT OF
         TITLE OF EACH CLASS OF                        AMOUNT TO BE          MAXIMUM OFFERING         AGGREGATE         REGISTRATION
       SECURITIES TO BE REGISTERED                      REGISTERED          PRICE PER SHARE(1)    OFFERING PRICE(1)         FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                     <C>                  <C>                   <C>

Common Stock, par value
$0.01 per share(2)...........................         4,000,000 shares           $14.185             $56,740,000          $5,220
====================================================================================================================================
</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 New York Stock
         Exchange on October 29, 2002.

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

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


<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission ("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 Registration Statement, 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
(the "Exchange Act") 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
                  March 8, 2001;

         o        Our annual report on form 10-K for the fiscal year ended March
                  31, 2002;

         o        Our quarterly report on form 10-Q for the quarterly period
                  ended June 30, 2002;

         o        Our current reports on form 8-K filed with the SEC on August
                  1, 2002 and August 13, 2002.

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:

         "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,



                                       2
<PAGE>

         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, 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.

      ***3.4      Amendment to Certificate of Incorporation of BMC Software,
                  Inc. filed November 30, 1999

        *4.1      Specimen Common Stock certificate

         4.2      BMC Software, Inc. 2002 Nonemployee Director Stock Option Plan

         4.3      BMC Software, Inc. 2002 Employee Incentive Plan

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

        23.1      Consent of Ernst & Young LLP

        23.2      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)



                                       3
<PAGE>

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

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

***      This Exhibit is incorporated herein by reference to Exhibit 3.3 to the
         Company's Annual Report on Form 10-K for the fiscal year ended March
         31, 2002.

         All other Exhibits listed above are filed herewith.

Certain of the financial statements incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report. Arthur Andersen LLP
has not consented to the inclusion of their report in this Registration
Statement, and the Company has not obtained their consent to do so in reliance
upon Rule 437a of the Securities Act of 1933 (the "Securities Act"). Because
Arthur Andersen LLP has not consented to the inclusion of their report in this
prospectus, participants in the BMC Software, Inc. 2002 Nonemployee Director
Stock Option Plan or the BMC Software, Inc. 2002 Employee Incentive Plan will
not be able to recover against Arthur Andersen LLP under Section 11(a) of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Arthur Anderson LLP or any omissions to state a
material fact required to be stated therein.

ITEM 9. UNDERTAKINGS.

         The Company 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;

                  (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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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.



                                       4
<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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>

                                   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 30th day of
October, 2002.

                                    BMC SOFTWARE, INC.


                                    By: /s/ ROBERT H. WHILDEN, JR.
                                        ----------------------------------------

                                    Robert H. Whilden, Jr.

                                    Senior Vice President, General Counsel
                                    and Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert H. Whilden, Jr. and Christopher C.
Chaffin, 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/ B. Garland Cupp                                     Chairman of the Board                                    October 23, 2002
-------------------------------------------------
     B. Garland Cupp

/s/ Robert E. Beauchamp                                 President and Chief Executive Officer and Director       October 30, 2002
-------------------------------------------------
     Robert E. Beauchamp
                                                                                                                 October 30, 2002
/s/ John W. Cox                                         Vice President, Chief Financial Officer and Chief
-------------------------------------------------       Accounting Officer
     John W. Cox

                                                                                                                 October 23, 2002
/s/ Jon E. Barfield                                     Director
-------------------------------------------------
     Jon E. Barfield

/s/ John W. Barter                                      Director                                                 October 23, 2002
-------------------------------------------------
     John W. Barter

/s/ Meldon K. Gafner                                    Director                                                 October 22, 2002
-------------------------------------------------
     Meldon K. Gafner

/s/ L.W. Gray                                           Director                                                 October 22, 2002
-------------------------------------------------
     L.W. Gray

/s/ George F. Raymond                                   Director                                                 October 23, 2002
-------------------------------------------------
     George F. Raymond

/s/ Tom C. Tinsley                                      Director                                                 October 28, 2002
-------------------------------------------------
     Tom C. Tinsley
</Table>



                                       6
<PAGE>

                                INDEX TO EXHIBITS

<Table>
<S>               <C>      <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.

         ***      3.4      Amendment to Certificate of Incorporation of BMC
                           Software, Inc. filed November 30, 1999

         *        4.1      Specimen Common Stock certificate

                  4.2      BMC Software, Inc. 2002 Nonemployee Director Stock
                           Option Plan

                  4.3      BMC Software, Inc. 2002 Employee Incentive Plan

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

                 23.1      Consent of Ernst & Young LLP

                 23.2      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 Company's Form S-1 Registration
         Statement No. 33-22892.

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

***      This Exhibit is incorporated herein by reference to Exhibit 3.3 to the
         Company's Annual Report on Form 10-K for the fiscal year ended March
         31, 2002.

         All other Exhibits listed above are filed herewith.



                                       7
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{"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": "333-100858", "film-number": "02803446"}, "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"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2002
                                                       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. 2002 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                 BMC SOFTWARE, INC. 2002 EMPLOYEE INCENTIVE PLAN
                            (Full title of the plans)

                             ROBERT H. WHILDEN, JR.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                               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
                             VINSON & ELKINS L.L.P.
                             1001 FANNIN, SUITE 2300
                            HOUSTON, TEXAS 77002-6760
                                 (713) 758-2222

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                                 PROPOSED         PROPOSED MAXIMUM       AMOUNT OF
         TITLE OF EACH CLASS OF                        AMOUNT TO BE          MAXIMUM OFFERING         AGGREGATE         REGISTRATION
       SECURITIES TO BE REGISTERED                      REGISTERED          PRICE PER SHARE(1)    OFFERING PRICE(1)         FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share(2)...........................         4,000,000 shares           $14.185             $56,740,000          $5,220
====================================================================================================================================
(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 New York Stock
         Exchange on October 29, 2002.

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

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission ("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 Registration Statement, 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
(the "Exchange Act") 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
                  March 8, 2001;

         o        Our annual report on form 10-K for the fiscal year ended March
                  31, 2002;

         o        Our quarterly report on form 10-Q for the quarterly period
                  ended June 30, 2002;

         o        Our current reports on form 8-K filed with the SEC on August
                  1, 2002 and August 13, 2002.

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:

         "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,

                                       2
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, 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.

      ***3.4      Amendment to Certificate of Incorporation of BMC Software,
                  Inc. filed November 30, 1999

        *4.1      Specimen Common Stock certificate

         4.2      BMC Software, Inc. 2002 Nonemployee Director Stock Option Plan

         4.3      BMC Software, Inc. 2002 Employee Incentive Plan

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

        23.1      Consent of Ernst & Young LLP

        23.2      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)

                                       3
*        These Exhibits are incorporated herein by reference to the Exhibits
         bearing the same Exhibit numbers in the Company's Form S-1 Registration
         Statement No. 33-22892.

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

***      This Exhibit is incorporated herein by reference to Exhibit 3.3 to the
         Company's Annual Report on Form 10-K for the fiscal year ended March
         31, 2002.

         All other Exhibits listed above are filed herewith.

Certain of the financial statements incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report. Arthur Andersen LLP
has not consented to the inclusion of their report in this Registration
Statement, and the Company has not obtained their consent to do so in reliance
upon Rule 437a of the Securities Act of 1933 (the "Securities Act"). Because
Arthur Andersen LLP has not consented to the inclusion of their report in this
prospectus, participants in the BMC Software, Inc. 2002 Nonemployee Director
Stock Option Plan or the BMC Software, Inc. 2002 Employee Incentive Plan will
not be able to recover against Arthur Andersen LLP under Section 11(a) of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Arthur Anderson LLP or any omissions to state a
material fact required to be stated therein.

ITEM 9. UNDERTAKINGS.

         The Company 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;

                  (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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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.

                                       4
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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
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 30th day of
October, 2002.

                                    BMC SOFTWARE, INC.

                                    By: /s/ ROBERT H. WHILDEN, JR.
                                        ----------------------------------------

                                    Robert H. Whilden, Jr.

                                    Senior Vice President, General Counsel
                                    and Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert H. Whilden, Jr. and Christopher C.
Chaffin, 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/ B. Garland Cupp                                     Chairman of the Board                                    October 23, 2002
-------------------------------------------------
     B. Garland Cupp

/s/ Robert E. Beauchamp                                 President and Chief Executive Officer and Director       October 30, 2002
-------------------------------------------------
     Robert E. Beauchamp
                                                                                                                 October 30, 2002
/s/ John W. Cox                                         Vice President, Chief Financial Officer and Chief
-------------------------------------------------       Accounting Officer
     John W. Cox

                                                                                                                 October 23, 2002
/s/ Jon E. Barfield                                     Director
-------------------------------------------------
     Jon E. Barfield

/s/ John W. Barter                                      Director                                                 October 23, 2002
-------------------------------------------------
     John W. Barter

/s/ Meldon K. Gafner                                    Director                                                 October 22, 2002
-------------------------------------------------
     Meldon K. Gafner

/s/ L.W. Gray                                           Director                                                 October 22, 2002
-------------------------------------------------
     L.W. Gray

/s/ George F. Raymond                                   Director                                                 October 23, 2002
-------------------------------------------------
     George F. Raymond

/s/ Tom C. Tinsley                                      Director                                                 October 28, 2002
-------------------------------------------------
     Tom C. Tinsley
6
INDEX TO 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.

         ***      3.4      Amendment to Certificate of Incorporation of BMC
                           Software, Inc. filed November 30, 1999

         *        4.1      Specimen Common Stock certificate

                  4.2      BMC Software, Inc. 2002 Nonemployee Director Stock
                           Option Plan

                  4.3      BMC Software, Inc. 2002 Employee Incentive Plan

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

                 23.1      Consent of Ernst & Young LLP

                 23.2      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 Company's Form S-1 Registration
         Statement No. 33-22892.

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

***      This Exhibit is incorporated herein by reference to Exhibit 3.3 to the
         Company's Annual Report on Form 10-K for the fiscal year ended March
         31, 2002.

         All other Exhibits listed above are filed herewith.

                                       7