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 25, 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 January 24, 2000, Rational Software Corporation, a Delaware corporation and
  the registrant herein, announced a proposed private offering of convertible
  subordinated notes in the amount of $250 million (not including an over-
  allotment option of up to $50 million). The notes are convertible into shares
  of Rational's common stock and will be due February 1, 2007. The offering will
  be made to qualified institutional buyers.  A copy of the press release is
  filed as Exhibit 99.1 and incorporated herin by reference.
  
  
  Item 7.  Financial Statements and Exhibits
  
  (c) Ehibits
  
  Exhibit No.    Description
  ----------     -------------------------------------------------------
  99.1           Press Release dated January 24, 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)
  
  January 25, 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": 2672}]
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": "512551"}, "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 25, 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 January 24, 2000, Rational Software Corporation, a Delaware corporation and
  the registrant herein, announced a proposed private offering of convertible
  subordinated notes in the amount of $250 million (not including an over-
  allotment option of up to $50 million). The notes are convertible into shares
  of Rational's common stock and will be due February 1, 2007. The offering will
  be made to qualified institutional buyers.  A copy of the press release is
  filed as Exhibit 99.1 and incorporated herin by reference.
  
  Item 7.  Financial Statements and Exhibits
  
  (c) Ehibits
  
  Exhibit No.    Description
  ----------     -------------------------------------------------------
  99.1           Press Release dated January 24, 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)
  
  January 25, 2000                             /s/ Timothy A. Brennan
                                                  Timothy A. Brennan,
                                           Chief Financial Officer and Secretary