content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
  
                                     FORM 8-K
  
  
                                  CURRENT REPORT
                          Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934
  
  
          Date of Report (Date of earliest event reported): June 28, 2000
  
  
                          MERCURY INTERACTIVE CORPORATION
  --------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
  
                                     Delaware
              ------------------------------------------------------
                  (State or other jurisdiction of incorporation)
  
  
  
          000-22350                                             77-0224776
  ----------------------------                          --------------------------
         (Commission                                          (IRS Employer
         File Number)                                         Identification No.)
  
  
       1325 Borregas Avenue, Sunnyvale, CA                        94089
  --------------------------------------------------------------------------------
       (Address of principal executive offices)                 (Zip Code)
  
  
                                  (408) 822-5200
  --------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
  
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 5:       Other Events
  
                On June 28, 2000, Mercury Interactive Corporation ("Mercury")
                                                                    -------
  issued a press release announcing that it had priced its private placement of
  $400 million aggregate principal amount of its 4.75% convertible subordinated
  notes due July 1, 2007. Mercury has granted an option to the initial purchasers
  to purchase an additional $100 million aggregate principal amount of these
  convertible notes. A copy of the press release is filed as Exhibit 99.01 to this
  report and is incorporated into this report by reference.
  
  Item 7:       Financial Statements and Exhibits.
  
                (a)     Exhibit.
  
                    Exhibit
                    Number                      Description
                    ------                      -----------
                     99.01        Press release issued by Mercury Interactive
                                  Corporation on June 28, 2000 announcing
                                  agreement to offer convertible subordinated
                                  notes.
  <PAGE>
  
                                     SIGNATURE
  
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                                   MERCURY INTERACTIVE CORPORATION
  
  
  Date:  June 30, 2000                             By:      /s/ Sharlene Abrams
                                                         -------------------------
                                                                Sharlene Abrams,
                                                         Chief Financial Officer
                                                          and Vice President of
                                                       Finance and Administration
  <PAGE>
  
                                   Exhibit Index
  
  
       Exhibit
       Number                               Description
       ------                               -----------
        99.01         Press release issued by Mercury Interactive Corporation on
                      June 28, 2000 announcing agreement to offer convertible
                      subordinated notes.
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metadata_filer: {"company-data": {"conformed-name": "MERCURY INTERACTIVE CORPORATION", "cik": "0000867058", "assigned-sic": "7372", "irs-number": "770224776", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22350", "film-number": "667050"}, "business-address": {"street1": "1325 BORREGAS AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "(408) 822-5200"}, "mail-address": {"street1": "1325 BORREGAS AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
                          Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported): June 28, 2000
  
                          MERCURY INTERACTIVE CORPORATION
  --------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
                                     Delaware
              ------------------------------------------------------
                  (State or other jurisdiction of incorporation)
  
          000-22350                                             77-0224776
  ----------------------------                          --------------------------
         (Commission                                          (IRS Employer
         File Number)                                         Identification No.)
  
       1325 Borregas Avenue, Sunnyvale, CA                        94089
  --------------------------------------------------------------------------------
       (Address of principal executive offices)                 (Zip Code)
  
                                  (408) 822-5200
  --------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
  
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  Item 5:       Other Events
  
                On June 28, 2000, Mercury Interactive Corporation ("Mercury")
                                                                    -------
  issued a press release announcing that it had priced its private placement of
  $400 million aggregate principal amount of its 4.75% convertible subordinated
  notes due July 1, 2007. Mercury has granted an option to the initial purchasers
  to purchase an additional $100 million aggregate principal amount of these
  convertible notes. A copy of the press release is filed as Exhibit 99.01 to this
  report and is incorporated into this report by reference.
  
  Item 7:       Financial Statements and Exhibits.
  
                (a)     Exhibit.
  
                    Exhibit
                    Number                      Description
                    ------                      -----------
                     99.01        Press release issued by Mercury Interactive
                                  Corporation on June 28, 2000 announcing
                                  agreement to offer convertible subordinated
                                  notes.
  SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                                   MERCURY INTERACTIVE CORPORATION
  
  Date:  June 30, 2000                             By:      /s/ Sharlene Abrams
                                                         -------------------------
                                                                Sharlene Abrams,
                                                         Chief Financial Officer
                                                          and Vice President of
                                                       Finance and Administration
  Exhibit Index
  
       Exhibit
       Number                               Description
       ------                               -----------
        99.01         Press release issued by Mercury Interactive Corporation on
                      June 28, 2000 announcing agreement to offer convertible
                      subordinated notes.