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):  October 14, 1998
  
                               --------------------------
               (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 5.  Other Events
  
          On October 14, 1998, the Board of Directors of Rational Software 
  Corporation (the "Company") authorized the Company to institute a stock 
  repurchase program whereby up to six million shares of its common stock 
  may be repurchased in the open market from time to time.  A copy of the 
  press release related to such program is attached hereto as Exhibit 
  99.1 and is incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits
  
  99.1 Press Release dated October 14, 1998 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)
  
  October 16, 1998                                /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": 2440}]
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": "98727488"}, "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):  October 14, 1998
  
                               --------------------------
               (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 5.  Other Events
  
          On October 14, 1998, the Board of Directors of Rational Software 
  Corporation (the "Company") authorized the Company to institute a stock 
  repurchase program whereby up to six million shares of its common stock 
  may be repurchased in the open market from time to time.  A copy of the 
  press release related to such program is attached hereto as Exhibit 
  99.1 and is incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits
  
  99.1 Press Release dated October 14, 1998 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)
  
  October 16, 1998                                /s/ Timothy A. Brennan
                                                  Timothy A. Brennan,
                                           Chief Financial Officer and Secretary