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


                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549


                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                     Date of Report: November 23, 2002
                     (Date of earliest event reported)


                            STARBASE CORPORATION
             (Exact Name of Registrant as Specified in Charter)


            Delaware                         0-25612             33-0567363
(State or Other Jurisdiction   (Commission File Number)        (IRS Employer
      of Incorporation)                                     Identification No.)


       4 Hutton Centre Drive, Suite 900, Santa Ana, California 92707
                  (Address of Principal Executive Offices)


                               (714) 445-4400
            (Registrant's telephone number, including area code)


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

Item 1.  Change in Control of Registrant

Borland Software Corporation ("Borland"), through its wholly-owned
subsidiary Galaxy Acquisition Corp. ("Purchaser"), has accepted for
purchase all of the shares of common stock, par value $0.01 per share (the
"Shares"), of Starbase Corporation ("Starbase") validly tendered in
Borland's offer to purchase all of the outstanding Shares at a price of
$2.75 per Share, net to the holder in cash (the "Offer"). The Offer, as
extended, expired at 12:00 midnight, New York City time, on November 22,
2002. Based upon preliminary information provided by Mellon Investor
Services LLC, the depositary for the Offer, as of the expiration of the
Offer approximately 6,911,965 Shares had been tendered in the Offer and not
withdrawn, including approximately 165,287 Shares tendered by notice of
guaranteed delivery. As a result of Purchaser's purchase of Shares in the
Offer, Borland beneficially owns approximately 79.0% of the outstanding
Shares and has acquired control of Starbase. The Offer was made pursuant to
the Merger Agreement among Borland, Purchaser and Starbase, dated as of
October 8, 2002 (the "Merger Agreement").

Pursuant to the Merger Agreement, and subject to the approval of the holders
of a majority of the Shares, Borland and Purchaser will now proceed to acquire
the remaining outstanding Shares not beneficially owned by Borland through a
second-step merger of Purchaser and Starbase (the "Merger") in which each
Share (other than Shares held by Borland, Purchaser or Starbase or their
subsidiaries and other than Shares held by Starbase stockholders who properly
exercise their appraisal rights under applicable law) will be converted into
the right to receive $2.75 per Share in cash, without interest.

Pursuant to the Merger Agreement, Borland and Purchaser have agreed to vote
the Shares purchased in the Offer for the approval and adoption of the
Merger Agreement and the Merger. As a result of the purchase of Shares in
the Offer, Borland, through Purchaser, has sufficient voting power to
approve the Merger without the vote of any other Starbase stockholder.

Following the acceptance for purchase of Shares in the Offer, in accordance
with the Merger Agreement, three of the members of the Starbase Board of
Directors resigned as directors and four persons designated by Borland were
appointed as members of such Board of Directors (one of the directorships
on the Starbase Board was unfilled at such time); two of the existing
members of the Starbase Board of Directors at such time, John Snedegar and
Barry Sullivan, remain as members of the Board. The Borland designees to
the Starbase Board are Dale L. Fuller, Frederick A. Ball, Keith E.
Gottfried and Douglas W. Barre and currently constitute four of the six
members of the Starbase Board of Directors.

The total amount of funds required to purchase the Shares pursuant to the
Offer is approximately $19 million. Purchaser obtained all funds required
for the Offer through capital contributions made by Borland; Borland made
such capital contributions using its cash-on-hand and cash-equivalents.

Other than as set forth herein or in the Merger Agreement, there are no
arrangements, including any pledge by any person of any securities of
Starbase, known to Starbase, the operation of which may at a subsequent
date result in a change of control of Starbase.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)         Exhibits

Exhibit
Number              Description
------              -----------

2.1                 Agreement and Plan of Merger, dated as of October
                    8, 2002, by and among Borland Software
                    Corporation, Galaxy Acquisition Corp. and Starbase
                    Corporation (incorporated by reference to Exhibit
                    2.1 to Starbase's Current Report on Form 8-K filed
                    on October 10, 2002).


Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                               STARBASE CORPORATION


November 25, 2002                              By:  /s/ Douglas S. Norman
                                               --------------------------------
                                               Name:  Douglas S. Norman
                                               Title: Chief Financial Officer


                               EXHIBIT INDEX


Exhibit
Number              Description
-------             -----------

2.1                 Agreement and Plan of Merger, dated as of October
                    8, 2002, by and among Borland Software
                    Corporation, Galaxy Acquisition Corp. and Starbase
                    Corporation (incorporated by reference to Exhibit
                    2.1 to Starbase's Current Report on Form 8-K filed
                    on October 10, 2002).
[{"type": "8-K", "sequence": "1", "filename": "s465023.txt", "description": "8-K", "secsgml_size_bytes": 6174}]
{"company-data": {"conformed-name": "STARBASE CORP", "cik": "0000911577", "assigned-sic": "7372", "irs-number": "330567363", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25612", "film-number": "02839685"}, "business-address": {"street1": "4 HUTTON CENTRE DRIVE", "street2": "SUITE 800", "city": "SANTA ANA", "state": "CA", "zip": "92707", "phone": "7144454400"}, "mail-address": {"street1": "4 HUTTON CENTRE DRIVE", "street2": "SUITE 800", "city": "SANTA ANA", "state": "CA", "zip": "92707"}}
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                     Date of Report: November 23, 2002
                     (Date of earliest event reported)

                            STARBASE CORPORATION
             (Exact Name of Registrant as Specified in Charter)

            Delaware                         0-25612             33-0567363
(State or Other Jurisdiction   (Commission File Number)        (IRS Employer
      of Incorporation)                                     Identification No.)

       4 Hutton Centre Drive, Suite 900, Santa Ana, California 92707
                  (Address of Principal Executive Offices)

                               (714) 445-4400
            (Registrant's telephone number, including area code)

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

Item 1.  Change in Control of Registrant

Borland Software Corporation ("Borland"), through its wholly-owned
subsidiary Galaxy Acquisition Corp. ("Purchaser"), has accepted for
purchase all of the shares of common stock, par value $0.01 per share (the
"Shares"), of Starbase Corporation ("Starbase") validly tendered in
Borland's offer to purchase all of the outstanding Shares at a price of
$2.75 per Share, net to the holder in cash (the "Offer"). The Offer, as
extended, expired at 12:00 midnight, New York City time, on November 22,
2002. Based upon preliminary information provided by Mellon Investor
Services LLC, the depositary for the Offer, as of the expiration of the
Offer approximately 6,911,965 Shares had been tendered in the Offer and not
withdrawn, including approximately 165,287 Shares tendered by notice of
guaranteed delivery. As a result of Purchaser's purchase of Shares in the
Offer, Borland beneficially owns approximately 79.0% of the outstanding
Shares and has acquired control of Starbase. The Offer was made pursuant to
the Merger Agreement among Borland, Purchaser and Starbase, dated as of
October 8, 2002 (the "Merger Agreement").

Pursuant to the Merger Agreement, and subject to the approval of the holders
of a majority of the Shares, Borland and Purchaser will now proceed to acquire
the remaining outstanding Shares not beneficially owned by Borland through a
second-step merger of Purchaser and Starbase (the "Merger") in which each
Share (other than Shares held by Borland, Purchaser or Starbase or their
subsidiaries and other than Shares held by Starbase stockholders who properly
exercise their appraisal rights under applicable law) will be converted into
the right to receive $2.75 per Share in cash, without interest.

Pursuant to the Merger Agreement, Borland and Purchaser have agreed to vote
the Shares purchased in the Offer for the approval and adoption of the
Merger Agreement and the Merger. As a result of the purchase of Shares in
the Offer, Borland, through Purchaser, has sufficient voting power to
approve the Merger without the vote of any other Starbase stockholder.

Following the acceptance for purchase of Shares in the Offer, in accordance
with the Merger Agreement, three of the members of the Starbase Board of
Directors resigned as directors and four persons designated by Borland were
appointed as members of such Board of Directors (one of the directorships
on the Starbase Board was unfilled at such time); two of the existing
members of the Starbase Board of Directors at such time, John Snedegar and
Barry Sullivan, remain as members of the Board. The Borland designees to
the Starbase Board are Dale L. Fuller, Frederick A. Ball, Keith E.
Gottfried and Douglas W. Barre and currently constitute four of the six
members of the Starbase Board of Directors.

The total amount of funds required to purchase the Shares pursuant to the
Offer is approximately $19 million. Purchaser obtained all funds required
for the Offer through capital contributions made by Borland; Borland made
such capital contributions using its cash-on-hand and cash-equivalents.

Other than as set forth herein or in the Merger Agreement, there are no
arrangements, including any pledge by any person of any securities of
Starbase, known to Starbase, the operation of which may at a subsequent
date result in a change of control of Starbase.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)         Exhibits

Exhibit
Number              Description
------              -----------

2.1                 Agreement and Plan of Merger, dated as of October
                    8, 2002, by and among Borland Software
                    Corporation, Galaxy Acquisition Corp. and Starbase
                    Corporation (incorporated by reference to Exhibit
                    2.1 to Starbase's Current Report on Form 8-K filed
                    on October 10, 2002).

Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                               STARBASE CORPORATION

November 25, 2002                              By:  /s/ Douglas S. Norman
                                               --------------------------------
                                               Name:  Douglas S. Norman
                                               Title: Chief Financial Officer

                               EXHIBIT INDEX

Exhibit
Number              Description
-------             -----------

2.1                 Agreement and Plan of Merger, dated as of October
                    8, 2002, by and among Borland Software
                    Corporation, Galaxy Acquisition Corp. and Starbase
                    Corporation (incorporated by reference to Exhibit
                    2.1 to Starbase's Current Report on Form 8-K filed
                    on October 10, 2002).