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  <P>&nbsp;</P>
  <P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<BR>
  <BR>
  WASHINGTON, D.C. 20549<BR>
  <BR>
  <B>FORM 8-K</B><BR>
  <BR>
  CURRENT REPORT<BR>
  <BR>
  <BR>
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934<BR>
  <B><BR>
  <BR>
  </B>Date of Report (Date of earliest event reported):<B>  February 5, 2001.</B><BR>
  <BR>
  <BR>
  <BR>
  <B>Rational Software Corporation</B></P>
  <P ALIGN="CENTER">(Exact name of registrant as specified in its charter)<BR>
  <BR>
  <BR>
  </P>
  <TABLE COLS=3 WIDTH="100%" >
  <TR>
  <TD>
  <strong>
  <CENTER><u>Delaware</u></CENTER>
  </strong>
  </TD>
  <TD>
  <strong>
  <CENTER><u>000-12167</u></CENTER>
  </strong>
  </TD>
  <TD>
  <strong>
  <CENTER><u>54-1217099</u></CENTER>
  </strong>
  </TD>
  </TR>
  <TR>
  <TD>
  
  <CENTER>&nbsp;(State or other jurisdiction <BR>of incorporation)&nbsp;</CENTER>
  
  </TD>
  
  <TD>
  
  <CENTER>(Commission <BR>File Number)</CENTER>
  
  </TD>
  
  <TD>
  
  <CENTER>(I.R.S. Employer <BR> Identification No.)</CENTER>
  
  </TD>
  </TR>
  </TABLE>
  
  
  
  
  
  
  <P ALIGN="CENTER"><BR>
  <BR>
  <B>18880 Homestead Road <BR>
  <u>Cupertino, California 95014</B></u><BR>
  (Address of principal executive offices)</P>
  <P ALIGN="CENTER">&nbsp;</P>
  <P ALIGN="CENTER"><u><B>(408) 863-9900</B></u><BR>
  (Registrant's telephone number, including area code)</P>
  <P ALIGN="CENTER">&nbsp;</P>
  <P ALIGN="CENTER">&nbsp;</P>
  <P>&nbsp;</P>
  
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  <P>ITEM 2.&#9;ACQUISITION OR DISPOSITION OF ASSETS.</P>
  <P>On February 5, 2001, Rational Software Corporation (&quot;Rational&quot;) acquired Catapulse Inc., a Delaware corporation
  (&quot;Catapulse&quot;) through the merger (the &quot;Merger&quot;) of Catapulse with Rational, with Rational as the surviving
  corporation, pursuant to an Amended and Restated Agreement and Plan of Reorganization (the &quot;Agreement&quot;) dated as of
  November 27, 2000 by and among Rational, Catapulse, Reindeer Acquisition Corporation, Paul Levy, Michael Devlin, U.S. Bank Trust,
  National Association as escrow agent and Paul Levy as securityholder agent.  The Merger became effective at 4:30 p.m. on February 5,
  2001 (the &quot;Effective Time&quot;), pursuant to a Certificate of Merger filed with the Secretary of State of the State of
  Delaware.</P>
  <P>Rational received stockholder approval for the issuance of shares of Rational common stock to the former stockholders
  of Catapulse in the Merger.  Over 99% of Rational's stockholders voting voted in favor of the proposal.</P>
  <P>At the Effective Time each share of Catapulse's outstanding capital stock was converted into the right to receive 0.0825 shares of
  Rational common stock. A Registration Statement on Form S-4, as amended, with respect to the shares of Rational common stock issued
  in the Merger was filed with the Securities and Exchange Commission by Rational on January 2, 2001.  </P>
  <P>All of Catapulse's stock options, whether vested or unvested, were converted into Rational stock options and each option so
  assumed by Rational constitutes an option to acquire, on the same terms and conditions (including the same vesting schedule) as were
  applicable under such option prior to the Effective Time, that number of whole shares of Rational's common stock equal to the product
  of the number of shares of Catapulse common stock formerly subject to such option multiplied by the exchange ratio of 0.0825 (rounded
  down to the nearest whole number).  Each assumed option has an exercise price per share equal to the quotient obtained by dividing
  the exercise price per share of the Catapulse common stock formerly subject to such option by 0.0825 (rounded up to the nearest whole
  cent).  </P>
  <P>The Merger will be accounted for as a purchase and, accordingly, the acquired assets and liabilities of Catapulse will be recorded
  at estimated fair values. </P>
  
  <P>The summary of the terms of the Agreement set forth above is qualified by reference to the Agreement, which is incorporated herein
  by reference to Annex A to the Form S-4. </P>
  
  
  
  <P>ITEM 7.&#9;FINANCIAL STATEMENTS AND EXHIBITS</P>
  
  
  
  <DIR>
  <P>(a) <U>Financial Statements of Businesses Acquired</U>.</P>
  <P>&#9;&#9;The financial statements described in paragraph (a) of Item 7 of Form 8-K promulgated by the Commission pursuant to the
  Exchange Act are included in the Form S-4, as amended, as filed by Rational with the Securities and Exchange Commission on January 2,
  2001.</P>
  <P>(b) <U>Pro Forma Financial Information.</U></P>
  <P>&#9;&#9;The financial statements described in paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to the
  Exchange Act are included in the Form S-4, as amended, as filed by Rational with the Securities and Exchange Commission on January 2,
  2001.</P>
  <p>(c) <U>Exhibits</U>.</P>
  
  
  
  
  <DIR>
  <P ALIGN="left"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=481>
  <TR><TD WIDTH="15%" VALIGN="BOTTOM">
  <P><u>Number</u></TD>
  <TD WIDTH="85%" VALIGN="BOTTOM">
  <P><u>Description</u></TD>
  </TR>
  <TR><TD WIDTH="15%" VALIGN="TOP">
  <P>2.1</TD>
  <TD WIDTH="85%" VALIGN="TOP">
  <P>Amended and Restated Agreement and Plan and Reorganization dated as of November 27, 2000 by and among Rational Software
  Corporation, Reindeer Acquisition Corporation, Catapulse Inc., Paul Levy and Michael Devlin, U.S. Bank Trust, National Association as
  Escrow Agent, and Paul Levy as Securityholder Agent, filed as Exhibit 2.1 to Rational's Form S-4, as filed with the Securities and
  Exchange Commission on January 2, 2001, and incorporated by reference herein.</P></DIR>
  </TR>
  
  
  
  
  
  </TABLE>
  </P>
  </DIR>
  </DIR>
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  <P ALIGN="CENTER">SIGNATURE</P>
  <P>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.</P>
  <P>&nbsp;</P><DIR>
  <DIR>
  <DIR>
  <DIR>
  <DIR>
  <DIR>
  <DIR>
                                                                                                                       <DIR>
  <DIR>
  <DIR>
  
  
  
  <P>RATIONAL SOFTWARE CORPORATION</P>
  <P>&nbsp;</P>
  <U><P>/s/ Timothy Brennan</P>
  </U><P>Timothy Brennan, Chief Financial Officer and Secretary</P>
  <P>Date: February   8 , 2001</P>
  <P>&nbsp;</P></DIR>
  </DIR>
  </DIR>
  </DIR>
  </DIR>
  </DIR>
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  </DIR>
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  <DIR>
  <P><U>Exhibit Index.</U></P>
  
  
  
  <P ALIGN="left"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=481>
  <TR><TD WIDTH="15%" VALIGN="BOTTOM">
  <P><u>Number</u></TD>
  <TD WIDTH="85%" VALIGN="BOTTOM">
  <P><u>Description</u></TD>
  </TR>
  <TR><TD WIDTH="15%" VALIGN="TOP">
  <P>2.1</TD>
  <TD WIDTH="85%" VALIGN="TOP">
  </U><P>&#9;2.1&#9;Amended and Restated Agreement and Plan and Reorganization dated as of November 27, 2000 by and among Rational
  Software Corporation, Reindeer Acquisition Corporation, Catapulse Inc., Paul Levy and Michael Devlin, U.S. Bank Trust, National
  Association as Escrow Agent, and Paul Levy as Securityholder Agent, filed as Exhibit 2.1 to Rational's Form S-4, as filed with the
  Securities and Exchange Commission on January 2, 2001, and incorporated by reference herein.</P>
  </TR>
  </TABLE>
  
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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": "1529243"}, "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: 8k DOC
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM 8-K
  CURRENT REPORT
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  Date of Report (Date of earliest event reported):
  February 5, 2001.
  Rational Software Corporation
  (Exact name of registrant as specified in its charter)
  Delaware
  000-12167
  54-1217099
  (State or other jurisdiction
  of incorporation)
  (Commission
  File Number)
  (I.R.S. Employer
  Identification No.)
  18880 Homestead Road
  Cupertino, California 95014
  (Address of principal executive offices)
  (408) 863-9900
  (Registrant's telephone number, including area code)
  ITEM 2.	ACQUISITION OR DISPOSITION OF ASSETS.
  On February 5, 2001, Rational Software Corporation ("Rational") acquired Catapulse Inc., a Delaware corporation
  ("Catapulse") through the merger (the "Merger") of Catapulse with Rational, with Rational as the surviving
  corporation, pursuant to an Amended and Restated Agreement and Plan of Reorganization (the "Agreement") dated as of
  November 27, 2000 by and among Rational, Catapulse, Reindeer Acquisition Corporation, Paul Levy, Michael Devlin, U.S. Bank Trust,
  National Association as escrow agent and Paul Levy as securityholder agent.  The Merger became effective at 4:30 p.m. on February 5,
  2001 (the "Effective Time"), pursuant to a Certificate of Merger filed with the Secretary of State of the State of
  Delaware.
  Rational received stockholder approval for the issuance of shares of Rational common stock to the former stockholders
  of Catapulse in the Merger.  Over 99% of Rational's stockholders voting voted in favor of the proposal.
  At the Effective Time each share of Catapulse's outstanding capital stock was converted into the right to receive 0.0825 shares of
  Rational common stock. A Registration Statement on Form S-4, as amended, with respect to the shares of Rational common stock issued
  in the Merger was filed with the Securities and Exchange Commission by Rational on January 2, 2001.
  All of Catapulse's stock options, whether vested or unvested, were converted into Rational stock options and each option so
  assumed by Rational constitutes an option to acquire, on the same terms and conditions (including the same vesting schedule) as were
  applicable under such option prior to the Effective Time, that number of whole shares of Rational's common stock equal to the product
  of the number of shares of Catapulse common stock formerly subject to such option multiplied by the exchange ratio of 0.0825 (rounded
  down to the nearest whole number).  Each assumed option has an exercise price per share equal to the quotient obtained by dividing
  the exercise price per share of the Catapulse common stock formerly subject to such option by 0.0825 (rounded up to the nearest whole
  cent).
  The Merger will be accounted for as a purchase and, accordingly, the acquired assets and liabilities of Catapulse will be recorded
  at estimated fair values.
  The summary of the terms of the Agreement set forth above is qualified by reference to the Agreement, which is incorporated herein
  by reference to Annex A to the Form S-4.
  ITEM 7.	FINANCIAL STATEMENTS AND EXHIBITS
  (a)
  Financial Statements of Businesses Acquired
  .
  The financial statements described in paragraph (a) of Item 7 of Form 8-K promulgated by the Commission pursuant to the
  Exchange Act are included in the Form S-4, as amended, as filed by Rational with the Securities and Exchange Commission on January 2,
  2001.
  (b)
  Pro Forma Financial Information.
  The financial statements described in paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to the
  Exchange Act are included in the Form S-4, as amended, as filed by Rational with the Securities and Exchange Commission on January 2,
  2001.
  (c)
  Exhibits
  .
  Number
  Description
  2.1
  Amended and Restated Agreement and Plan and Reorganization dated as of November 27, 2000 by and among Rational Software
  Corporation, Reindeer Acquisition Corporation, Catapulse Inc., Paul Levy and Michael Devlin, U.S. Bank Trust, National Association as
  Escrow Agent, and Paul Levy as Securityholder Agent, filed as Exhibit 2.1 to Rational's Form S-4, as filed with the Securities and
  Exchange Commission on January 2, 2001, and incorporated by reference herein.
  SIGNATURE
  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
  /s/ Timothy Brennan
  Timothy Brennan, Chief Financial Officer and Secretary
  Date: February   8 , 2001
  Exhibit Index.
  Number
  Description
  2.1
  2.1	Amended and Restated Agreement and Plan and Reorganization dated as of November 27, 2000 by and among Rational
  Software Corporation, Reindeer Acquisition Corporation, Catapulse Inc., Paul Levy and Michael Devlin, U.S. Bank Trust, National
  Association as Escrow Agent, and Paul Levy as Securityholder Agent, filed as Exhibit 2.1 to Rational's Form S-4, as filed with the
  Securities and Exchange Commission on January 2, 2001, and incorporated by reference herein.