<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 1995

                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               BMC SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                    <C>
             DELAWARE                              74-21226120
  (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)               Identification No.)
</TABLE>

                            2101 CITY WEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
          (Address of principal executive offices, including zip code)

                            ------------------------

                BMC SOFTWARE, INC. 1994 EMPLOYEE INCENTIVE PLAN
        BMC SOFTWARE, INC. 1994 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the plans)

                               M. BRINKLEY MORSE
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            2101 CITY WEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
                    (Name and address of agent for service)

                                 (713) 918-8800
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                                 John S. Watson
                             Vinson & Elkins L.L.P.
                             2300 First City Tower
                           Houston, Texas 77002-6760

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                     PROPOSED
                                                    PROPOSED          MAXIMUM
                                                     MAXIMUM         AGGREGATE        AMOUNT OF
     TITLE OF SECURITIES         AMOUNT TO BE    OFFERING PRICE   OFFERING PRICE    REGISTRATION
       TO BE REGISTERED           REGISTERED      PER SHARE (1)         (1)              FEE
<S>                             <C>              <C>              <C>              <C>
Common Stock, $.01 par value       3,200,000
 (2)..........................      shares           $34.25        $109,600,000        $37,794
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee.

(2)  Each  share of  Common  Stock includes  Rights  under the  Company's Rights
    Agreement, which Rights are attached to  and trade with the Common Stock  of
    the Company.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents, which  have been  filed  with the  Securities and
Exchange Commission  (the  "Commission")  by  BMC  Software,  Inc.,  a  Delaware
corporation  (the "Company"),  are incorporated herein  by reference  and made a
part hereof: (i) the  Company's Annual Report  on Form 10-K  for the year  ended
March 31, 1995; (ii) the Company's Quarterly Report on Form 10-Q for the Quarter
ended  June  30, 1995;  (iii) the  Company's  Current Report  on Form  8-K dated
October 6, 1995; and (iv) the Description of the Company's Common Stock, no  par
value,  included in  the Company's Registration  Statement on Form  8-A as filed
with the Commission with respect to the Common Stock on August 25, 1988.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the effective date of this  Registration
Statement,   prior  to  the  filing  of   a  post-effective  amendment  to  this
Registration Statement indicating that all  securities offered hereby have  been
sold  or deregistering all securities then  remaining unsold, shall be deemed to
be incorporated by reference  herein and to  be a part hereof  from the date  of
filing  of such  documents. Any  statement contained  herein or  in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded for purposes  of this Registration  Statement to  the
extent  that a  statement contained  herein or  in any  other subsequently filed
document which  also is  or is  deemed to  be incorporated  by reference  herein
modifies  or  supersedes  such  statement. Any  such  statement  so  modified or
superseded shall  not  be deemed  to  constitute  a part  of  this  Registration
Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section  145 of the Delaware General Corporation Law, Article SEVENTH of the
Company's Restated Certificate of Incorporation, Sections 1 and 2 of Article  VI
of the Company's bylaws, as amended, and indemnification agreements entered into
by  the Company with its directors  provide for the indemnification of officers,
directors, employees and agents under certain circumstances.

    Set forth below is Article SEVENTH of the Company's Restated Certificate  of
Incorporation  pertaining to  indemnification of  officers, directors, employees
and agents and insurance:

        SEVENTH: A  director  of the  Corporation  shall not  be  personally
    liable  to the Corporation or its  stockholders for monetary damages for
    breach of fiduciary duty as a director, except for such liability as  is
    expressly not subject to limitation under the General Corporation Law of
    the State of Delaware, as the same exists or may hereafter be amended to
    further  limit or  eliminate such  liability. Moreover,  the Corporation
    shall, to the  fullest extent permitted  by law, indemnify  any and  all
    officers  and  directors of  the Corporation,  and  may, to  the fullest
    extent permitted by law or to such lesser extent as is determined in the
    discretion of the Board of Directors, indemnify any and all other person
    whom it shall have  power to indemnify, from  and against all  expenses,
    liabilities  or other  matters arising  out of  their status  as such or
    their acts,  omissions  or services  rendered  in such  capacities.  The
    Corporation  shall have the power to  purchase and maintain insurance on
    behalf of any  person who  is or was  a director,  officer, employee  or
    agent  of the Corporation,  or is or  was serving at  the request of the
    Corporation as  a  director,  officer,  employee  or  agent  of  another
    Corporation,

                                      II-1
<PAGE>
    partnership,  joint  venture,  trust  or  other  enterprise  against any
    liability asserted against him and incurred by him in any such capacity,
    or arising out  of his status  as such, whether  or not the  Corporation
    would have the power to indemnify him against such liability.

    Set  forth below are Sections 1 and 2 of Article VI of the Company's bylaws,
as amended:

        SECTION 1. RIGHT TO INDEMNIFICATION.  Each person who was or is made
    a party or is  threatened to be made  a party to or  is involved in  any
    action,  suit or proceeding, whether  civil, criminal, administrative or
    investigative (hereinafter a "proceeding"), by  reason of the fact  that
    he  or she or a person of whom he or she is the legal representative, is
    or was or has agreed to become a director or officer of the  Corporation
    or  is or  was serving  or has  agreed to  serve at  the request  of the
    Corporation as  a  director,  officer,  employee  or  agent  of  another
    corporation   or  of  a  partnership,  joint  venture,  trust  or  other
    enterprise, including service  with respect to  employee benefit  plans,
    whether  the basis of  such proceeding is alleged  action in an official
    capacity as a director or officer or in any other capacity while serving
    or having agreed to serve as a director or officer, shall be indemnified
    and held harmless by the Corporation to the fullest extent authorized by
    the Delaware  General  Corporation  Law,  as  the  same  exists  or  may
    hereafter  be amended (but, in  the case of any  such amendment, only to
    the extent  that  such  amendment permits  the  Corporation  to  provide
    broader  indemnification rights than said  law permitted the Corporation
    to provide prior to such amendment), against all expense, liability  and
    loss  (including, without limitation, attorneys' fees, judgments, fines,
    ERISA excise  taxes or  penalties and  amounts  paid or  to be  paid  in
    settlement) reasonably incurred or suffered by such person in connection
    therewith and such indemnification shall continue as to a person who has
    ceased  to serve in the capacity which initially entitled such person to
    indemnify hereunder and shall inure to the benefit of his or her  heirs,
    executors,  and administrators; PROVIDED,  HOWEVER, that the Corporation
    shall indemnify any  such person seeking  indemnification in  connection
    with  a proceeding  (or part thereof)  initiated by such  person only if
    such proceeding  (or  part  thereof)  was authorized  by  the  board  of
    directors  of the Corporation. The right to indemnification conferred in
    this Article VI shall be a contract right and shall include the right to
    be paid by the Corporation the  expenses incurred in defending any  such
    proceeding  in advance of its final disposition; PROVIDED, HOWEVER, that
    if the Delaware General  Corporation Law requires,  the payment of  such
    expenses  incurred by a current, former  or proposed director or officer
    in his or her capacity as a director or officer or proposed director  or
    officer (and not in any other capacity in which service was or is or has
    been  agreed to be rendered by such  person while a director or officer,
    including, without limitation, service to  an employee benefit plan)  in
    advance  of the  final disposition of  a proceeding, shall  be made only
    upon delivery to the Corporation of  an undertaking, by or on behalf  of
    such  indemnified person, to  repay all amounts so  advanced if it shall
    ultimately be determined that such indemnified person is not entitled to
    be indemnified under this Section or otherwise.

        SECTION 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS.  The Corporation
    may, by action  of its  Board of Directors,  provide indemnification  to
    employees  and agents  of the Corporation,  individually or  as a group,
    with the same scope and effect  as the indemnification of directors  and
    officers provided for in this Article.

    In  addition, the Company  has entered into  indemnification agreements with
its directors,  pursuant to  which  the Company  has  agreed to  indemnify  such
directors  in  accordance with,  and  to the  fullest  extent permitted  by, the
Delaware General Corporation Law, against any and all expenses, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably  incurred  by  the
indemnitee  in connection with any proceeding in  which the indemnitee was or is
made a party or was or is involved by reason of the fact that the indemnitee  is
or was a director.

    The  Company  has  also  purchased  liability  insurance  policies  covering
directors and officers of the Company.

                                      II-2
<PAGE>
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    Unless otherwise  indicated  below as  being  incorporated by  reference  to
another  filing  of  the Company  with  the  Commission, each  of  the following
exhibits is filed herewith:

<TABLE>
<C>        <S>
      4.1  Certificate of Incorporation  of the  Company (filed with  the Commission  as
           Exhibit 3.1 to the Company's Registration Statement on Form S-1 (registration
           No. 33-22892) and incorporated herein by reference).
      4.2  Bylaws  of  the Company  (filed with  the  Commission as  Exhibit 3.2  to the
           Company's Registration Statement on Form S-1 (registration No. 33-22892)  and
           incorporated herein by reference).
      4.3  Rights  Agreement dated as of May 8,  1995 between the Company and the Rights
           Agent named therein (filed with the Commission as Exhibit 1 to the  Company's
           Current  Report on  Form 8-K  dated May  2, 1995  and incorporated  herein by
           reference).
      5.1  Opinion of Vinson & Elkins L.L.P.
     23.1  Consent of Arthur Andersen LLP
     23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
     24.1  Powers of  Attorney (included  on  the signature  page to  this  Registration
           Statement).
</TABLE>

                                  UNDERTAKINGS

    The undersigned registrant hereby undertakes:

    (1)  To file, during any  period in which offers or  sales are being made, a
post-effective amendment to this Registration Statement:

        (a) To  include  any prospectus  required  by Section  10(a)(3)  of  the
    Securities Act;

        (b)  To reflect in the prospectus any  facts or events arising after the
    effective  date  of  this  Registration   Statement  (or  the  most   recent
    post-effective  amendment thereof) which, individually  or in the aggregate,
    represent a  fundamental  change  in  the  information  set  forth  in  this
    Registration Statement;

        (c)  To include  any material  information with  respect to  the plan of
    distribution not previously disclosed in this Registration Statement or  any
    material change to such information in this Registration Statement;

PROVIDED,  HOWEVER,  that  paragraphs (1)(a)  and  (1)(b)  do not  apply  if the
information required  to be  included  in a  post-effective amendment  by  those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section 13  or  Section 15(d)  of  the Exchange  Act  that are  incorporated  by
reference in this Registration Statement.

    (2)  That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered  therein, and the offering of  such
securities  at that time  shall be deemed  to be the  initial bona fide offering
thereof.

    (3) To remove from registration by  means of a post-effective amendment  any
of the securities being registered which remain unsold at the termination of the
offering.

    (4) That, for the purposes of determining any liability under the Securities
Act,  each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of  the Exchange  Act (and, where  applicable, each  filing of  an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the

                                      II-3
<PAGE>
Exchange Act) that is incorporated  by reference in this Registration  Statement
shall  be deemed to be  a new registration statement  relating to the securities
offered therein,  and the  offering of  such securities  at that  time shall  be
deemed to be the initial bona fide offering thereof.

    (5)  Insofar as indemnification for liabilities arising under the Securities
Act may  be permitted  to directors,  officers and  controlling persons  of  the
Registrant  pursuant to the  foregoing provisions, or  otherwise, the Registrant
has been advised that in the  opinion of the Commission such indemnification  is
against  public policy  as expressed  in the  Securities Act  and is, therefore,
unenforceable. In  the  event that  a  claim for  indemnification  against  such
liabilities  (other than the  payment by the Registrant  of expenses incurred or
paid by  a director,  officer or  controlling person  of the  Registrant in  the
successful  defense  of any  action,  suit or  proceeding)  is asserted  by such
director, officer or controlling person in connection with the securities  being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been settled  by controlling  precedent, submit  to a  court of appropriate
jurisdiction the question whether such  indemnification by it is against  public
policy  as expressed  in the Securities  Act and  will be governed  by the final
adjudication of such issue.

                                      II-4
<PAGE>
                                   SIGNATURES

    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-8 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Houston, State of  Texas, on the 12th day of October
1995.

                                          BMC SOFTWARE, INC.

                                          By:        /s/ MAX P. WATSON JR.

                                             -----------------------------------
                                                      Max P. Watson Jr.
                                              CHAIRMAN OF THE BOARD, PRESIDENT
                                                 AND CHIEF EXECUTIVE OFFICER

    KNOW ALL MEN  BY THESE PRESENTS,  that each person  whose signature  appears
below constitutes and appoints M. Brinkley Morse and Max P. Watson Jr. or either
of  them, his  true and  lawful attorney-in-fact and  agent, with  full power of
substitution, for  him  and  in his  name,  place  and stead,  in  any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to  this Registration Statement, and to file the same with all exhibits thereto,
and other documents in  connection therewith, with  the Securities and  Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all  that said attorney-in-fact  and agent or  his substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

    Pursuant   to  the  requirements  of  the   Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated below.

<TABLE>
<CAPTION>
                         NAME                                             TITLE                            DATE
- ------------------------------------------------------  -----------------------------------------  --------------------

<C>                                                     <S>                                        <C>
                /s/ MAX P. WATSON JR.                   Chairman of the Board, President and         October 12, 1995
     -------------------------------------------         Chief Executive Officer (Principal
                  Max P. Watson Jr.                      Executive Officer and Financial Officer)

               /s/ KEVIN M. KLAUSMEYER                  Principal Accounting Officer                 October 12, 1995
     -------------------------------------------
                 Kevin M. Klausmeyer

                  /s/ JOHN W. BARTER                    Director                                     October 12, 1995
     -------------------------------------------
                    John W. Barter

                 /s/ B. GARLAND CUPP                    Director                                     October 12, 1995
     -------------------------------------------
                   B. Garland Cupp

                 /s/ MELDON K. GAFNER                   Director                                     October 12, 1995
     -------------------------------------------
                   Meldon K. Gafner

                    /s/ L.W. GRAY                       Director                                     October 12, 1995
     -------------------------------------------
                      L.W. Gray

                /s/ GEORGE F. RAYMOND                   Director                                     October 12, 1995
     -------------------------------------------
                  George F. Raymond
</TABLE>

                                      II-5
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 EXHIBIT
- ---------

<C>        <S>                                                                                                 <C>
      4.1  Certificate  of Incorporation  of the  Company (filed with  the Commission  as Exhibit  3.1 to the
           Company's Registration Statement on Form S-1  (registration No. 33-22892) and incorporated  herein
           by reference).

      4.2  Bylaws  of the  Company (filed with  the Commission as  Exhibit 3.2 to  the Company's Registration
           Statement on Form S-1 (registration No. 33-22892) and incorporated herein by reference).

      4.3  Rights Agreement dated as of May  8, 1995 between the Company  and the Rights Agent named  therein
           (filed  with the Commission as Exhibit 1 to the  Company's Current Report on Form 8-K dated May 2,
           1995 and incorporated herein by reference).

      5.1  Opinion of Vinson & Elkins L.L.P.

     23.1  Consent of Arthur Andersen LLP

     23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).

     24.1  Powers of Attorney (included on the signature page to this Registration Statement).
</TABLE>

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S8", "secsgml_size_bytes": 22560}]
{"company-data": {"conformed-name": "BMC SOFTWARE INC", "cik": "0000835729", "assigned-sic": "7372", "irs-number": "742126120", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63411", "film-number": "95580594"}, "business-address": {"street1": "2101 CITYWEST BLVD", "city": "HOUSTON", "state": "TX", "zip": "77042-2827", "phone": "7139188800"}, "mail-address": {"street1": "2101 CITYWEST BLVD", "city": "HOUSTON", "state": "TX", "zip": "77042-2827"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 1995

                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               BMC SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                              74-21226120
  (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)               Identification No.)
2101 CITY WEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
          (Address of principal executive offices, including zip code)

                            ------------------------

                BMC SOFTWARE, INC. 1994 EMPLOYEE INCENTIVE PLAN
        BMC SOFTWARE, INC. 1994 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the plans)

                               M. BRINKLEY MORSE
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            2101 CITY WEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
                    (Name and address of agent for service)

                                 (713) 918-8800
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                                 John S. Watson
                             Vinson & Elkins L.L.P.
                             2300 First City Tower
                           Houston, Texas 77002-6760

                        CALCULATION OF REGISTRATION FEE
PROPOSED
                                                    PROPOSED          MAXIMUM
                                                     MAXIMUM         AGGREGATE        AMOUNT OF
     TITLE OF SECURITIES         AMOUNT TO BE    OFFERING PRICE   OFFERING PRICE    REGISTRATION
       TO BE REGISTERED           REGISTERED      PER SHARE (1)         (1)              FEE
Common Stock, $.01 par value       3,200,000
 (2)..........................      shares           $34.25        $109,600,000        $37,794
(1) Estimated solely for purposes of calculating the registration fee.

(2)  Each  share of  Common  Stock includes  Rights  under the  Company's Rights
    Agreement, which Rights are attached to  and trade with the Common Stock  of
    the Company.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents, which  have been  filed  with the  Securities and
Exchange Commission  (the  "Commission")  by  BMC  Software,  Inc.,  a  Delaware
corporation  (the "Company"),  are incorporated herein  by reference  and made a
part hereof: (i) the  Company's Annual Report  on Form 10-K  for the year  ended
March 31, 1995; (ii) the Company's Quarterly Report on Form 10-Q for the Quarter
ended  June  30, 1995;  (iii) the  Company's  Current Report  on Form  8-K dated
October 6, 1995; and (iv) the Description of the Company's Common Stock, no  par
value,  included in  the Company's Registration  Statement on Form  8-A as filed
with the Commission with respect to the Common Stock on August 25, 1988.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the effective date of this  Registration
Statement,   prior  to  the  filing  of   a  post-effective  amendment  to  this
Registration Statement indicating that all  securities offered hereby have  been
sold  or deregistering all securities then  remaining unsold, shall be deemed to
be incorporated by reference  herein and to  be a part hereof  from the date  of
filing  of such  documents. Any  statement contained  herein or  in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded for purposes  of this Registration  Statement to  the
extent  that a  statement contained  herein or  in any  other subsequently filed
document which  also is  or is  deemed to  be incorporated  by reference  herein
modifies  or  supersedes  such  statement. Any  such  statement  so  modified or
superseded shall  not  be deemed  to  constitute  a part  of  this  Registration
Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section  145 of the Delaware General Corporation Law, Article SEVENTH of the
Company's Restated Certificate of Incorporation, Sections 1 and 2 of Article  VI
of the Company's bylaws, as amended, and indemnification agreements entered into
by  the Company with its directors  provide for the indemnification of officers,
directors, employees and agents under certain circumstances.

    Set forth below is Article SEVENTH of the Company's Restated Certificate  of
Incorporation  pertaining to  indemnification of  officers, directors, employees
and agents and insurance:

        SEVENTH: A  director  of the  Corporation  shall not  be  personally
    liable  to the Corporation or its  stockholders for monetary damages for
    breach of fiduciary duty as a director, except for such liability as  is
    expressly not subject to limitation under the General Corporation Law of
    the State of Delaware, as the same exists or may hereafter be amended to
    further  limit or  eliminate such  liability. Moreover,  the Corporation
    shall, to the  fullest extent permitted  by law, indemnify  any and  all
    officers  and  directors of  the Corporation,  and  may, to  the fullest
    extent permitted by law or to such lesser extent as is determined in the
    discretion of the Board of Directors, indemnify any and all other person
    whom it shall have  power to indemnify, from  and against all  expenses,
    liabilities  or other  matters arising  out of  their status  as such or
    their acts,  omissions  or services  rendered  in such  capacities.  The
    Corporation  shall have the power to  purchase and maintain insurance on
    behalf of any  person who  is or was  a director,  officer, employee  or
    agent  of the Corporation,  or is or  was serving at  the request of the
    Corporation as  a  director,  officer,  employee  or  agent  of  another
    Corporation,

                                      II-1
partnership,  joint  venture,  trust  or  other  enterprise  against any
    liability asserted against him and incurred by him in any such capacity,
    or arising out  of his status  as such, whether  or not the  Corporation
    would have the power to indemnify him against such liability.

    Set  forth below are Sections 1 and 2 of Article VI of the Company's bylaws,
as amended:

        SECTION 1. RIGHT TO INDEMNIFICATION.  Each person who was or is made
    a party or is  threatened to be made  a party to or  is involved in  any
    action,  suit or proceeding, whether  civil, criminal, administrative or
    investigative (hereinafter a "proceeding"), by  reason of the fact  that
    he  or she or a person of whom he or she is the legal representative, is
    or was or has agreed to become a director or officer of the  Corporation
    or  is or  was serving  or has  agreed to  serve at  the request  of the
    Corporation as  a  director,  officer,  employee  or  agent  of  another
    corporation   or  of  a  partnership,  joint  venture,  trust  or  other
    enterprise, including service  with respect to  employee benefit  plans,
    whether  the basis of  such proceeding is alleged  action in an official
    capacity as a director or officer or in any other capacity while serving
    or having agreed to serve as a director or officer, shall be indemnified
    and held harmless by the Corporation to the fullest extent authorized by
    the Delaware  General  Corporation  Law,  as  the  same  exists  or  may
    hereafter  be amended (but, in  the case of any  such amendment, only to
    the extent  that  such  amendment permits  the  Corporation  to  provide
    broader  indemnification rights than said  law permitted the Corporation
    to provide prior to such amendment), against all expense, liability  and
    loss  (including, without limitation, attorneys' fees, judgments, fines,
    ERISA excise  taxes or  penalties and  amounts  paid or  to be  paid  in
    settlement) reasonably incurred or suffered by such person in connection
    therewith and such indemnification shall continue as to a person who has
    ceased  to serve in the capacity which initially entitled such person to
    indemnify hereunder and shall inure to the benefit of his or her  heirs,
    executors,  and administrators; PROVIDED,  HOWEVER, that the Corporation
    shall indemnify any  such person seeking  indemnification in  connection
    with  a proceeding  (or part thereof)  initiated by such  person only if
    such proceeding  (or  part  thereof)  was authorized  by  the  board  of
    directors  of the Corporation. The right to indemnification conferred in
    this Article VI shall be a contract right and shall include the right to
    be paid by the Corporation the  expenses incurred in defending any  such
    proceeding  in advance of its final disposition; PROVIDED, HOWEVER, that
    if the Delaware General  Corporation Law requires,  the payment of  such
    expenses  incurred by a current, former  or proposed director or officer
    in his or her capacity as a director or officer or proposed director  or
    officer (and not in any other capacity in which service was or is or has
    been  agreed to be rendered by such  person while a director or officer,
    including, without limitation, service to  an employee benefit plan)  in
    advance  of the  final disposition of  a proceeding, shall  be made only
    upon delivery to the Corporation of  an undertaking, by or on behalf  of
    such  indemnified person, to  repay all amounts so  advanced if it shall
    ultimately be determined that such indemnified person is not entitled to
    be indemnified under this Section or otherwise.

        SECTION 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS.  The Corporation
    may, by action  of its  Board of Directors,  provide indemnification  to
    employees  and agents  of the Corporation,  individually or  as a group,
    with the same scope and effect  as the indemnification of directors  and
    officers provided for in this Article.

    In  addition, the Company  has entered into  indemnification agreements with
its directors,  pursuant to  which  the Company  has  agreed to  indemnify  such
directors  in  accordance with,  and  to the  fullest  extent permitted  by, the
Delaware General Corporation Law, against any and all expenses, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably  incurred  by  the
indemnitee  in connection with any proceeding in  which the indemnitee was or is
made a party or was or is involved by reason of the fact that the indemnitee  is
or was a director.

    The  Company  has  also  purchased  liability  insurance  policies  covering
directors and officers of the Company.

                                      II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    Unless otherwise  indicated  below as  being  incorporated by  reference  to
another  filing  of  the Company  with  the  Commission, each  of  the following
exhibits is filed herewith:
4.1  Certificate of Incorporation  of the  Company (filed with  the Commission  as
           Exhibit 3.1 to the Company's Registration Statement on Form S-1 (registration
           No. 33-22892) and incorporated herein by reference).
      4.2  Bylaws  of  the Company  (filed with  the  Commission as  Exhibit 3.2  to the
           Company's Registration Statement on Form S-1 (registration No. 33-22892)  and
           incorporated herein by reference).
      4.3  Rights  Agreement dated as of May 8,  1995 between the Company and the Rights
           Agent named therein (filed with the Commission as Exhibit 1 to the  Company's
           Current  Report on  Form 8-K  dated May  2, 1995  and incorporated  herein by
           reference).
      5.1  Opinion of Vinson & Elkins L.L.P.
     23.1  Consent of Arthur Andersen LLP
     23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
     24.1  Powers of  Attorney (included  on  the signature  page to  this  Registration
           Statement).
UNDERTAKINGS

    The undersigned registrant hereby undertakes:

    (1)  To file, during any  period in which offers or  sales are being made, a
post-effective amendment to this Registration Statement:

        (a) To  include  any prospectus  required  by Section  10(a)(3)  of  the
    Securities Act;

        (b)  To reflect in the prospectus any  facts or events arising after the
    effective  date  of  this  Registration   Statement  (or  the  most   recent
    post-effective  amendment thereof) which, individually  or in the aggregate,
    represent a  fundamental  change  in  the  information  set  forth  in  this
    Registration Statement;

        (c)  To include  any material  information with  respect to  the plan of
    distribution not previously disclosed in this Registration Statement or  any
    material change to such information in this Registration Statement;

PROVIDED,  HOWEVER,  that  paragraphs (1)(a)  and  (1)(b)  do not  apply  if the
information required  to be  included  in a  post-effective amendment  by  those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section 13  or  Section 15(d)  of  the Exchange  Act  that are  incorporated  by
reference in this Registration Statement.

    (2)  That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered  therein, and the offering of  such
securities  at that time  shall be deemed  to be the  initial bona fide offering
thereof.

    (3) To remove from registration by  means of a post-effective amendment  any
of the securities being registered which remain unsold at the termination of the
offering.

    (4) That, for the purposes of determining any liability under the Securities
Act,  each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of  the Exchange  Act (and, where  applicable, each  filing of  an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the

                                      II-3
Exchange Act) that is incorporated  by reference in this Registration  Statement
shall  be deemed to be  a new registration statement  relating to the securities
offered therein,  and the  offering of  such securities  at that  time shall  be
deemed to be the initial bona fide offering thereof.

    (5)  Insofar as indemnification for liabilities arising under the Securities
Act may  be permitted  to directors,  officers and  controlling persons  of  the
Registrant  pursuant to the  foregoing provisions, or  otherwise, the Registrant
has been advised that in the  opinion of the Commission such indemnification  is
against  public policy  as expressed  in the  Securities Act  and is, therefore,
unenforceable. In  the  event that  a  claim for  indemnification  against  such
liabilities  (other than the  payment by the Registrant  of expenses incurred or
paid by  a director,  officer or  controlling person  of the  Registrant in  the
successful  defense  of any  action,  suit or  proceeding)  is asserted  by such
director, officer or controlling person in connection with the securities  being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been settled  by controlling  precedent, submit  to a  court of appropriate
jurisdiction the question whether such  indemnification by it is against  public
policy  as expressed  in the Securities  Act and  will be governed  by the final
adjudication of such issue.

                                      II-4
SIGNATURES

    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-8 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Houston, State of  Texas, on the 12th day of October
1995.

                                          BMC SOFTWARE, INC.

                                          By:        /s/ MAX P. WATSON JR.

                                             -----------------------------------
                                                      Max P. Watson Jr.
                                              CHAIRMAN OF THE BOARD, PRESIDENT
                                                 AND CHIEF EXECUTIVE OFFICER

    KNOW ALL MEN  BY THESE PRESENTS,  that each person  whose signature  appears
below constitutes and appoints M. Brinkley Morse and Max P. Watson Jr. or either
of  them, his  true and  lawful attorney-in-fact and  agent, with  full power of
substitution, for  him  and  in his  name,  place  and stead,  in  any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to  this Registration Statement, and to file the same with all exhibits thereto,
and other documents in  connection therewith, with  the Securities and  Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all  that said attorney-in-fact  and agent or  his substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

    Pursuant   to  the  requirements  of  the   Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated below.
NAME                                             TITLE                            DATE
- ------------------------------------------------------  -----------------------------------------  --------------------
/s/ MAX P. WATSON JR.                   Chairman of the Board, President and         October 12, 1995
     -------------------------------------------         Chief Executive Officer (Principal
                  Max P. Watson Jr.                      Executive Officer and Financial Officer)

               /s/ KEVIN M. KLAUSMEYER                  Principal Accounting Officer                 October 12, 1995
     -------------------------------------------
                 Kevin M. Klausmeyer

                  /s/ JOHN W. BARTER                    Director                                     October 12, 1995
     -------------------------------------------
                    John W. Barter

                 /s/ B. GARLAND CUPP                    Director                                     October 12, 1995
     -------------------------------------------
                   B. Garland Cupp

                 /s/ MELDON K. GAFNER                   Director                                     October 12, 1995
     -------------------------------------------
                   Meldon K. Gafner

                    /s/ L.W. GRAY                       Director                                     October 12, 1995
     -------------------------------------------
                      L.W. Gray

                /s/ GEORGE F. RAYMOND                   Director                                     October 12, 1995
     -------------------------------------------
                  George F. Raymond
II-5
EXHIBIT INDEX
EXHIBIT
- ---------
4.1  Certificate  of Incorporation  of the  Company (filed with  the Commission  as Exhibit  3.1 to the
           Company's Registration Statement on Form S-1  (registration No. 33-22892) and incorporated  herein
           by reference).

      4.2  Bylaws  of the  Company (filed with  the Commission as  Exhibit 3.2 to  the Company's Registration
           Statement on Form S-1 (registration No. 33-22892) and incorporated herein by reference).

      4.3  Rights Agreement dated as of May  8, 1995 between the Company  and the Rights Agent named  therein
           (filed  with the Commission as Exhibit 1 to the  Company's Current Report on Form 8-K dated May 2,
           1995 and incorporated herein by reference).

      5.1  Opinion of Vinson & Elkins L.L.P.

     23.1  Consent of Arthur Andersen LLP

     23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).

     24.1  Powers of Attorney (included on the signature page to this Registration Statement).
II-6