content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                                     ________
  
                                     FORM 8-K
  
                                  Current Report
                      Pursuant to Section 13 or 15(d) of The
                        The Securities Exchange Act of 1934
  
  
  
  Date of Report (Date of earliest event reported)            March 8, 2001
                                                   -------------------------------
  
                                TIBCO Software Inc.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  
        Delaware                          000-26579             77-0449727
  --------------------------------------------------------------------------------
  (State or other jurisdiction        (Commission File         (IRS Employer
  of incorporation)                       Number)           Identification No.)
  
  
  3165 Porter Drive, Palo Alto, California                               94304
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  
  Registrant's telephone number, including area code          (650) 846-1000
                                                    ------------------------------
  
                                   Inapplicable
  --------------------------------------------------------------------------------
           (Former name or former address if changed since last report)
  <PAGE>
  
  Item 5.  Other Events
  
  TIBCO Board Approves Option Exchange Program for Employees
  ----------------------------------------------------------
  
       On March 8, 2001, the Board of Directors of TIBCO Software Inc. approved an
  option exchange program whereby employees will be offered the opportunity to
  exchange stock options with split-adjusted exercise prices of $10.375 and above
  that were granted between September 9, 1999 and February 15, 2001 for new
  options to purchase an equal number of the same class of shares. The new options
  will be granted six months and three days from the date the old options are
  cancelled. The exercise price of the new options will be the closing market
  price of TIBCO common stock on NASDAQ on the grant date of the new options. The
  exchange offer will not be available to TIBCO's executive officers and the
  members of its Board of Directors.
  
       Due to the recent decline in TIBCO's stock price, along with the stock
  prices of companies in the eBusiness and infrastructure software industries
  generally, TIBCO's Board determined that the options covered by the exchange
  program were no longer adequate to provide (1) a satisfactory incentive to
  enhance shareholder value or (2) the retentive value needed in today's tight
  employment market.
  
       The options covered by the exchange program were granted under TIBCO's 1996
  Stock Option Plan between September 9, 1999 and February 15, 2001, and have
  exercise prices ranging from $10.375 to $127.00.  Options for an aggregate of
  approximately 15.5 million shares of TIBCO common stock, with a weighted average
  exercise price of $48.22 per share, will be subject to the exchange offer.  As
  of March 2, 2001, 196.3 million shares of TIBCO common stock were issued and
  outstanding.
  
       The exchange offer will be open from March 8, 2001 to April 5, 2001.
  Employees who accept the offer must accept with respect to all covered options.
  Employees may withdraw their election to exchange options at any time prior to
  the end of the offer period.  In order to receive new options, an employee must
  remain employed until the new grant date.  In addition, the new options will be
  subject to a three-month exercisability black-out period in order to increase
  their retentive value to TIBCO.
  
                                        -2-
  <PAGE>
  
                                     SIGNATURE
  
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                           TIBCO SOFTWARE INC.
  
  
  
                           By:  /s/ Paul G. Hansen
                                ---------------------------------
                                Paul G. Hansen
                                Executive Vice President, Finance
                                and Chief Financial Officer
  
  Dated:  March 8, 2001
  
                                        -3-
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text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                                     ________
  
                                     FORM 8-K
  
                                  Current Report
                      Pursuant to Section 13 or 15(d) of The
                        The Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported)            March 8, 2001
                                                   -------------------------------
  
                                TIBCO Software Inc.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
        Delaware                          000-26579             77-0449727
  --------------------------------------------------------------------------------
  (State or other jurisdiction        (Commission File         (IRS Employer
  of incorporation)                       Number)           Identification No.)
  
  3165 Porter Drive, Palo Alto, California                               94304
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  Registrant's telephone number, including area code          (650) 846-1000
                                                    ------------------------------
  
                                   Inapplicable
  --------------------------------------------------------------------------------
           (Former name or former address if changed since last report)
  Item 5.  Other Events
  
  TIBCO Board Approves Option Exchange Program for Employees
  ----------------------------------------------------------
  
       On March 8, 2001, the Board of Directors of TIBCO Software Inc. approved an
  option exchange program whereby employees will be offered the opportunity to
  exchange stock options with split-adjusted exercise prices of $10.375 and above
  that were granted between September 9, 1999 and February 15, 2001 for new
  options to purchase an equal number of the same class of shares. The new options
  will be granted six months and three days from the date the old options are
  cancelled. The exercise price of the new options will be the closing market
  price of TIBCO common stock on NASDAQ on the grant date of the new options. The
  exchange offer will not be available to TIBCO's executive officers and the
  members of its Board of Directors.
  
       Due to the recent decline in TIBCO's stock price, along with the stock
  prices of companies in the eBusiness and infrastructure software industries
  generally, TIBCO's Board determined that the options covered by the exchange
  program were no longer adequate to provide (1) a satisfactory incentive to
  enhance shareholder value or (2) the retentive value needed in today's tight
  employment market.
  
       The options covered by the exchange program were granted under TIBCO's 1996
  Stock Option Plan between September 9, 1999 and February 15, 2001, and have
  exercise prices ranging from $10.375 to $127.00.  Options for an aggregate of
  approximately 15.5 million shares of TIBCO common stock, with a weighted average
  exercise price of $48.22 per share, will be subject to the exchange offer.  As
  of March 2, 2001, 196.3 million shares of TIBCO common stock were issued and
  outstanding.
  
       The exchange offer will be open from March 8, 2001 to April 5, 2001.
  Employees who accept the offer must accept with respect to all covered options.
  Employees may withdraw their election to exchange options at any time prior to
  the end of the offer period.  In order to receive new options, an employee must
  remain employed until the new grant date.  In addition, the new options will be
  subject to a three-month exercisability black-out period in order to increase
  their retentive value to TIBCO.
  
                                        -2-
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                           TIBCO SOFTWARE INC.
  
                           By:  /s/ Paul G. Hansen
                                ---------------------------------
                                Paul G. Hansen
                                Executive Vice President, Finance
                                and Chief Financial Officer
  
  Dated:  March 8, 2001
  
                                        -3-