content: UNITED STATES
                          SECURITIES & EXCHANGE COMMISSION
                               Washington, D.C. 20549
                             --------------------------
  
                                       FORM 8-K
  
  
                      CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                               OF THE SECURITIES ACT OF 1934
  
       Date of Report (Date of earliest event reported):  December 3, 1999
  
                               --------------------------
               (Exact name of registrant as specified in its charter)
  
          Delaware                        0-12167             54-1217099
  
  (State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
         of incorporation)                                 Identification No.)
  
  
             18880 HOMESTEAD ROAD, CUPERTINO, CA                   95014
            ------------------------------------------------------------
            (Address of principal executive office)           (Zip Code)
  
  
      Registrant's telephone number, including area code:   (408) 863-9900
  
                               --------------------------
  
                                    (Not Applicable)
            ------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  Item 2.  Acquisition or Disposition of Assets
  
  On December 3, 1999, the Company closed a $50,000,000 investment in the Series
  A Preferred Stock of a newly formed corporation, founded by Paul Levy and
  Mike Devlin. The Company funded the investment  from operating cash flows.  The
  new company  will focus on developing a portal to meet the needs of the  global
  community of software professionals.  The new company  also intends to develop
  an electronic  marketplace for products and services relating to software
  development and intends to develop and deploy  a hosted development service for
  Internet software development.
  
  
  
  
  Item 7.  Financial Statements and Exhibits
  
  
  99.1 Press Release dated October 19, 1999 released by the Company
  
          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.
  
                                                  RATIONAL SOFTWARE CORPORATION
                                                  (Registrant)
  
  December 16, 1999                             /s/ Timothy A. Brennan
                                                  Timothy A. Brennan,
                                           Chief Financial Officer and Secretary
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metadata_filer: {"company-data": {"conformed-name": "RATIONAL SOFTWARE CORP", "cik": "0000722056", "assigned-sic": "7372", "irs-number": "541217099", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12167", "film-number": "99775666"}, "business-address": {"street1": "18880 HOMESTEAD RD", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4088639900"}, "mail-address": {"street1": "18880 HOMESTEAD RD", "city": "CUPERTINO", "state": "CA", "zip": "95014"}, "former-company": {"former-conformed-name": "VERDIX CORP", "date-changed": "19920703"}}
text: UNITED STATES
                          SECURITIES & EXCHANGE COMMISSION
                               Washington, D.C. 20549
                             --------------------------
  
                                       FORM 8-K
  
                      CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                               OF THE SECURITIES ACT OF 1934
  
       Date of Report (Date of earliest event reported):  December 3, 1999
  
                               --------------------------
               (Exact name of registrant as specified in its charter)
  
          Delaware                        0-12167             54-1217099
  
  (State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
         of incorporation)                                 Identification No.)
  
             18880 HOMESTEAD ROAD, CUPERTINO, CA                   95014
            ------------------------------------------------------------
            (Address of principal executive office)           (Zip Code)
  
      Registrant's telephone number, including area code:   (408) 863-9900
  
                               --------------------------
  
                                    (Not Applicable)
            ------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 2.  Acquisition or Disposition of Assets
  
  On December 3, 1999, the Company closed a $50,000,000 investment in the Series
  A Preferred Stock of a newly formed corporation, founded by Paul Levy and
  Mike Devlin. The Company funded the investment  from operating cash flows.  The
  new company  will focus on developing a portal to meet the needs of the  global
  community of software professionals.  The new company  also intends to develop
  an electronic  marketplace for products and services relating to software
  development and intends to develop and deploy  a hosted development service for
  Internet software development.
  
  Item 7.  Financial Statements and Exhibits
  
  99.1 Press Release dated October 19, 1999 released by the Company
  
          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.
  
                                                  RATIONAL SOFTWARE CORPORATION
                                                  (Registrant)
  
  December 16, 1999                             /s/ Timothy A. Brennan
                                                  Timothy A. Brennan,
                                           Chief Financial Officer and Secretary