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):  February 16, 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 5.   OTHER EVENTS
  
  On February 16, 2000, Rational Software Corporation, a Delaware  corporation
  and the registrant herein, announced that it had completed  the private
  placement of $500 million (including proceeds from the over-allotment  option)
  of 5% Convertible Subordinated Notes due 2007 to qualified  institutional
  investors. A copy of the press release is filed as  Exhibit 99.1 and
  incorporated herein by reference.
  
  
  Item 7.  Financial Statements and Exhibits
  
  (c) Ehibits
  
  Exhibit No.    Description
  ----------     -------------------------------------------------------
  99.1           Press Release dated February 16, 2000 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)
  
  February 18, 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": 2561}]
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": "549458"}, "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):  February 16, 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 5.   OTHER EVENTS
  
  On February 16, 2000, Rational Software Corporation, a Delaware  corporation
  and the registrant herein, announced that it had completed  the private
  placement of $500 million (including proceeds from the over-allotment  option)
  of 5% Convertible Subordinated Notes due 2007 to qualified  institutional
  investors. A copy of the press release is filed as  Exhibit 99.1 and
  incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits
  
  (c) Ehibits
  
  Exhibit No.    Description
  ----------     -------------------------------------------------------
  99.1           Press Release dated February 16, 2000 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)
  
  February 18, 2000                             /s/ Timothy A. Brennan
                                                  Timothy A. Brennan,
                                           Chief Financial Officer and Secretary