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):  January 21, 2000
  
                               --------------------------
               (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 January 13, 2000, the Company completed the acquisition of ObjecTime Limited
  (OTL).  OTL is a  developer of visual design and code generation software tools
  used for development of embedded  software.  The acquisition will be accounted
  for under the purchase method of accounting,  accordingly, the Company's
  consolidated results of operations will include the operating results of  OTL
  subsequent to the acquisition date.  The Company acquired all outstanding
  shares of OTL capital  stock in exchange for approximately $9,045,000 in cash
  and 371,400 shares of the Company's common  stock.  The Company also assumed
  all outstanding options to purchase OTL common stock in exchange for  options
  to purchase 358,546 shares of the Company's common stock. In December, 1997,
  the Company  made an initial investment in OTL for approximately $9,000,000.
  The Company is in the process  of completing its valuation of OTL  net assets
  and will allocate the purchase price accordingly.
  
  Item 7.  Financial Statements and Exhibits
  
  10.1   AGREEMENT AND PLAN OF ACQUISITION AND ARRANGEMENT
  
  
  
  
  
  
  
  
  
  
  
          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)
  
  January 21, 2000                             /s/ Timothy A. Brennan
                                                  Timothy A. Brennan,
                                           Chief Financial Officer and Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3027}]
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": "511092"}, "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):  January 21, 2000
  
                               --------------------------
               (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 January 13, 2000, the Company completed the acquisition of ObjecTime Limited
  (OTL).  OTL is a  developer of visual design and code generation software tools
  used for development of embedded  software.  The acquisition will be accounted
  for under the purchase method of accounting,  accordingly, the Company's
  consolidated results of operations will include the operating results of  OTL
  subsequent to the acquisition date.  The Company acquired all outstanding
  shares of OTL capital  stock in exchange for approximately $9,045,000 in cash
  and 371,400 shares of the Company's common  stock.  The Company also assumed
  all outstanding options to purchase OTL common stock in exchange for  options
  to purchase 358,546 shares of the Company's common stock. In December, 1997,
  the Company  made an initial investment in OTL for approximately $9,000,000.
  The Company is in the process  of completing its valuation of OTL  net assets
  and will allocate the purchase price accordingly.
  
  Item 7.  Financial Statements and Exhibits
  
  10.1   AGREEMENT AND PLAN OF ACQUISITION AND ARRANGEMENT
  
          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)
  
  January 21, 2000                             /s/ Timothy A. Brennan
                                                  Timothy A. Brennan,
                                           Chief Financial Officer and Secretary