<PAGE>

         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1996
                                                     Registration No. 333-
===============================================================================

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

                                 ____________________

                 BMC SOFTWARE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)

                                  M. BRINKLEY MORSE
                    VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               2101 CITYWEST 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>

- -------------------------------------------------------------------------------------------------
         TITLE OF                            PROPOSED MAXIMUM  PROPOSED MAXIMUM 
     SECURITIES TO BE          AMOUNT TO BE   OFFERING PRICE       AGGREGATE         AMOUNT OF   
        REGISTERED              REGISTERED      PER SHARE*      OFFERING PRICE*  REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
<S>                           <C>                <C>             <C>              <C>
Common Stock, $.01 par value..250,000 shares     $62.50          $15,625,000         $5,388
- -------------------------------------------------------------------------------------------------
</TABLE>
*Estimated, solely for purposes of calculating the registration fee.
                                  _________________

===============================================================================

<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:

    (a)  Annual Report on Form 10-K for the year ended March 31, 1995; and

    (b)  Quarterly Reports on Form 10-Q for the Quarters ended June 
         30, September 30 and December 31, 1995 

    (c)  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, partnership, 
    joint venture, trust or other enterprise against any liability 
    asserted against him and incurred by 

                                      -2-

<PAGE>

    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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                      -3-

<PAGE>

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  Restated Certificate of Incorporation of the Company, 
              incorporated by reference to Exhibit 3.1 to the Company's 
              Registration Statement on Form S-1 (Registration No. 33-22892) 
              (the "S-1 Registration Statement").
         
         4.2  Bylaws of the Company; incorporated by reference to Exhibit 
              3.2 to the S-1 Registration Statement.
         
         4.3  Specimen Stock Certificate for the Common Stock of the 
              Company, incorporated by reference to Exhibit 4.1 to the S-1 
              Registration Statement.
         
         4.4  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 Company 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-

<PAGE>

    (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 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.

                                      -5-

<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 4th 
day of June 1996.

                                  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 Chief Executive Officer        June 4, 1996
Max P. Watson Jr.               (Principal Executive Officer and 
                                Financial Officer)               

  /s/  Kevin M. Klausmeyer      Principal Accounting Officer       June 4, 1996
- -----------------------------
Kevin M. Klausmeyer 

  /s/  John W. Barter           Director                           June 4, 1996 
- -----------------------------
John W. Barter 

  /s/  B. Garland Cupp          Director                           June 4, 1996 
- -----------------------------
B. Garland Cupp 

  /s/  Meldon K. Gafner         Director                           June 4, 1996 
- -----------------------------
Meldon K. Gafner 

  /s/  L.W. Gray                Director                           June 4, 1996 
- -----------------------------
L.W. Gray 

  /s/  George F. Raymond        Director                           June 4, 1996 
- -----------------------------
George F. Raymond 

- -----------------------------
M. Brinkley Morse,
as Attorney-in-Fact 


                                      -6-

<PAGE>

                                    EXHIBIT INDEX

EXHIBIT                                                                PAGE
- -------                                                                ----
      4.1 Restated Certificate of Incorporation of the Company, 
          incorporated by reference to Exhibit 3.1 to the Company's 
          Registration Statement on Form S-1 (Registration No. 33-22892) 
          (the "S-1 Registration Statement").
     
      4.2 Bylaws of the Company; incorporated by reference to 
          Exhibit 3.2 to the S-1 Registration Statement.
     
      4.3 Specimen Stock Certificate for the Common Stock of the 
          Company, incorporated by reference to Exhibit 4.1 to the S-1 
          Registration Statement.
     
      4.4 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). 

                                      I-i
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21620}]
{"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": "333-05869", "film-number": "96580215"}, "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 JUNE 12, 1996
                                                     Registration No. 333-
===============================================================================

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

                                 ____________________

                 BMC SOFTWARE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)

                                  M. BRINKLEY MORSE
                    VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               2101 CITYWEST 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
- -------------------------------------------------------------------------------------------------
         TITLE OF                            PROPOSED MAXIMUM  PROPOSED MAXIMUM 
     SECURITIES TO BE          AMOUNT TO BE   OFFERING PRICE       AGGREGATE         AMOUNT OF   
        REGISTERED              REGISTERED      PER SHARE*      OFFERING PRICE*  REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
Common Stock, $.01 par value..250,000 shares     $62.50          $15,625,000         $5,388
- -------------------------------------------------------------------------------------------------
*Estimated, solely for purposes of calculating the registration fee.
                                  _________________

===============================================================================
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:

    (a)  Annual Report on Form 10-K for the year ended March 31, 1995; and

    (b)  Quarterly Reports on Form 10-Q for the Quarters ended June 
         30, September 30 and December 31, 1995 

    (c)  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, partnership, 
    joint venture, trust or other enterprise against any liability 
    asserted against him and incurred by 

                                      -2-
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                      -3-
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  Restated Certificate of Incorporation of the Company, 
              incorporated by reference to Exhibit 3.1 to the Company's 
              Registration Statement on Form S-1 (Registration No. 33-22892) 
              (the "S-1 Registration Statement").
         
         4.2  Bylaws of the Company; incorporated by reference to Exhibit 
              3.2 to the S-1 Registration Statement.
         
         4.3  Specimen Stock Certificate for the Common Stock of the 
              Company, incorporated by reference to Exhibit 4.1 to the S-1 
              Registration Statement.
         
         4.4  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 Company 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-
(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 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.

                                      -5-
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 4th 
day of June 1996.

                                  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 Chief Executive Officer        June 4, 1996
Max P. Watson Jr.               (Principal Executive Officer and 
                                Financial Officer)               

  /s/  Kevin M. Klausmeyer      Principal Accounting Officer       June 4, 1996
- -----------------------------
Kevin M. Klausmeyer 

  /s/  John W. Barter           Director                           June 4, 1996 
- -----------------------------
John W. Barter 

  /s/  B. Garland Cupp          Director                           June 4, 1996 
- -----------------------------
B. Garland Cupp 

  /s/  Meldon K. Gafner         Director                           June 4, 1996 
- -----------------------------
Meldon K. Gafner 

  /s/  L.W. Gray                Director                           June 4, 1996 
- -----------------------------
L.W. Gray 

  /s/  George F. Raymond        Director                           June 4, 1996 
- -----------------------------
George F. Raymond 

- -----------------------------
M. Brinkley Morse,
as Attorney-in-Fact 

                                      -6-
EXHIBIT INDEX

EXHIBIT                                                                PAGE
- -------                                                                ----
      4.1 Restated Certificate of Incorporation of the Company, 
          incorporated by reference to Exhibit 3.1 to the Company's 
          Registration Statement on Form S-1 (Registration No. 33-22892) 
          (the "S-1 Registration Statement").
     
      4.2 Bylaws of the Company; incorporated by reference to 
          Exhibit 3.2 to the S-1 Registration Statement.
     
      4.3 Specimen Stock Certificate for the Common Stock of the 
          Company, incorporated by reference to Exhibit 4.1 to the S-1 
          Registration Statement.
     
      4.4 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). 

                                      I-i