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<TITLE>Feb2001 S8 DOC</TITLE>
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<p align="right"><font size="3" color="FF0000"><strong>
    As filed with the Securities and Exchange Commission on February 15 , 2001<br>
                                               Registration No. 333-________
</strong></font></p>

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<p align="center"><font size="3"><strong>
                  SECURITIES AND EXCHANGE COMMISSION</br>
                  Washington, D.C. 20549</strong></font></p>

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<br>
<p align="center"><font size="5"><strong>FORM S-8</strong></center></font>


<p align="center"><font size="3"><strong>
                             REGISTRATION STATEMENT<br>
                                    Under<br>
                       The Securities Act of 1933
</strong>

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<p align="center"><font size="6" color="#0000FF"><strong>
                       <u>RATIONAL SOFTWARE CORPORATION</u>
</strong></font></br>
<font size="2">
                    (Exact name of registrant as specified in its charter)



<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>54-1217099</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><strong>
                           18880 Homestead Road<br>
                         Cupertino, California &nbsp;&nbsp;95014<br>
                                <u>(408) 863-9900<br>
</strong></font></u><br>

<font size="2">
       (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)</P>
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<p align="center"><font size="3"><strong>
                             Catapulse Inc. 1999 Stock Plan<br>


</strong><font size="2">
                        (full name of  plan)
</font></p>
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<br>
<p align="center"><font size="3"><strong>
                              TIMOTHY A. BRENNAN<br>
                     CHIEF FINANCIAL OFFICER AND SECRETARY<br>
                               RATIONAL SOFTWARE<br>
                                  CORPORATION<br>
                             18880 HOMESTEAD ROAD<br>
                         CUPERTINO, CALIFORNIA &nbsp;&nbsp;95014<br>
                                (408) 863-9900<br>


</strong><font size="2">
       (Name, address, including zip code, and telephone number, including area code,
                          of agent for service)
</font></p>

<p align="center"><font size="3"><strong>
                                   Copies to:<br>
                           KATHARINE A. MARTIN, ESQ.<br>
                       WILSON SONSINI GOODRICH & ROSATI<br>
                           PROFESSIONAL CORPORATION<br>
                              650 PAGE MILL ROAD<br>
                              PALO ALTO, CA 94304<br>
                                (650) 493-9300<br>
</strong>
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<FONT SIZE=3><P ALIGN="CENTER">&#9;CALCULATION OF REGISTRATION FEE</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=5 WIDTH=750>
<TR><TD WIDTH="30%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><B><FONT SIZE=1>Title of Each Class<BR>
of Securities to<BR>
be Registered</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount<Br>
to be<br>
Registered (1)</B></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed
Maximum<br>
Offering<br>
Price<br>
Per Share (2)</B></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed<br>
Maximum<br>
Aggregate<br>
Offering<br>
Price (2)</B></FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount of<br>
Registration<br>
Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=1><P>Catapulse Inc. 1999 Stock Plan Common Stock, $0.01 par value....................</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">1,015,338</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$21.04 <B>(3)</B></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$21,362,712 <B>(3)</B></FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$5,340.68</FONT></TD>
</TR>













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</CENTER></P>



<FONT SIZE=1><P ALIGN="JUSTIFY">(1) All options outstanding under the Catapulse Inc. 1999 Stock Plan (the &quot;Catapulse Options&quot;) are
exercisable for the Registrant's Common Stock.  The Catapulse Options were assumed by the Registrant pursuant to the Registrant's
acquisition of Catapulse Inc. effective February 5, 2001 (the &quot;Acquisition&quot;).  The exercise price per share of the
Catapulse Options is determined by dividing the exercise price for Catapulse Options immediately prior to the Acquisition by the
conversion ratio of 0.0825, which was used in the Acquisition, rounded up to the nearest whole cent.  </P>
<P ALIGN="JUSTIFY">(2) Price per share and aggregate offering price estimated in accordance with Rule&nbsp;457(h) and 457(c) under
the Securities Act of 1933, as amended, (the &quot;Securities Act&quot;) solely for the purpose of calculating the registration
fee.</P>
<P ALIGN="JUSTIFY">(3)Computation based on the weighted average exercise prices of the options, all of which were previously granted
and as converted pursuant to the terms of the Acquisition.</P></font>

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<P ALIGN="JUSTIFY"><HR ALIGN="LEFT" SIZE=4></P>
</FONT><B><FONT SIZE=3><P ALIGN="CENTER">EXPLANATORY NOTE</P>
</B></FONT><FONT SIZE=2><P>This Registration Statement has been prepared in accordance with the requirements of Form&nbsp;S-8 under
the Securities Act to register 1,015,338 shares of Common Stock of Rational Software Corporation, a Delaware corporation (the
&quot;Registrant&quot;), issuable to eligible employees, consultants and advisors under the Catapulse Inc. 1999 Stock Plan
(&quot;1999 Stock Plan&quot;) assumed by Registrant upon the merger of Catapulse Inc., a Delaware corporation, with the Registrant.  The 1999
Stock Plan was previously an obligation of Catapulse.</P>

</FONT><B><FONT SIZE=3><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
</FONT><FONT SIZE=2><P>Item 3.&#9;Incorporation of Documents by Reference.&#9;</P>
</B><P>There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore
filed with the Securities and Exchange Commission (the &quot;Commission&quot;):</P>


<P>(a) The Registrant's Annual Report on Form 10-K for the year ended March 31, 2000 as filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;).  </p>
<p>(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2000, September 30, 2000 and December 31, 2000 filed
pursuant to the Exchange Act.</p>
<p>(c) The Registrant's Current Reports on Form 8-K dated December 13, 2000 and February 9, 2001 filed with the Commission pursuant to the Exchange Act.</p>
<p>(d) The description of the Registrant's Common Stock contained in the Registration Statement on Form 8-A dated May&nbsp;25, 1984 and
any amendment or report filed hereafter for the purpose of updating such description, pursuant to the Exchange Act.</p>

<P>&#9;All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be part hereof from the date of filing of such documents.</P>
<B><P>Item 4.&#9;Description of Securities.</P>
</B><P>Not applicable.</P>
<B><P>Item 5.&#9;Interests of Named Experts and Counsel.</P>
</B><P>Not applicable.</P>
<B><P>Item 6.&#9;Indemnification of Directors and Officers.</P>
</B><P>Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to
grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the Securities Act.  The Registrant's Certificate of
Incorporation, as amended, and Bylaws provide for indemnification of its officers, directors, employees and other agents to the
maximum extent permitted by the Delaware Law.  In addition, the Registrant has entered into Indemnification Agreements with its
officers and directors, the form of which is attached hereto as Exhibit 10.1.</P>
<B><P>Item 7.&#9;Exemption from Registration Claims.</P>
</B><P>Not applicable.</P>
<B><P>Item 8.&#9;Exhibits</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=613>
<TR><TD WIDTH="17%" VALIGN="BOTTOM" HEIGHT=16>
<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit <BR> <U>Number</U></B></FONT></TD>
<TD WIDTH="83%" VALIGN="BOTTOM" HEIGHT=16>
<B><FONT SIZE=2><P ALIGN="CENTER"><U>Description</U></B></FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=27>
<FONT SIZE=2><P ALIGN="CENTER">4.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=27>
<FONT SIZE=2><P>The Catapulse Inc. 1999 Stock Plan and form of Stock Option Agreement.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Opinion of counsel as to legality of Securities being registered.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Form of Indemnification Agreement is incorporated herein by reference to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-19669), filed with the Commission on January 13, 1997, as amended on January 17, 1997.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Consent of Ernst &amp; Young LLP, Independent Auditors.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Consent of Counsel (contained in Exhibit 5.1).</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Power of Attorney (see page II-2).</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=2><P>Item 9.&#9;Undertakings.</P>




</B><P>(a) Rule 415 Offering. The undersigned registrant hereby undertakes:</P>


<DIR>
<P>1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:</P>

<DIR>
<P>(i) To include any prospectus required by section 10(a)(3) of the Securities Act;</P>
<P>(ii) (To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement.</P>
<P>(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;</LI></OL>
</DIR>
<U><P>provided</U>, <U>however</U>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form
 S-3 or Form S-8 , and 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 the registration statement.</P>
<P>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.</P>
<P>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.</P>
</DIR>

<P>(b) The undersigned Registrant hereby undertakes that, for 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 the 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.</P>
<P>(c) 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 Delaware General Corporations Law, the Certificate of Incorporation of the
Registrant, as amended, the Bylaws of the Registrant, Indemnification Agreements entered into between the Registrant and its officers
and directors, 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.</P>









<br>
<P ALIGN="CENTER"><strong>
                               SIGNATURES
</strong>
<P ALIGN="JUSTIFY">   Pursuant to the requirements of the Securities Act, 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 Cupertino, State of California, on
February 15, 2001.



<P>
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    <TD width="38%"></TD>
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    <TD>&nbsp;</TD>
    <TD align=left>
                                     RATIONAL SOFTWARE CORPORATION
</TD></TR></TABLE>



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    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align=left>
/s/ Timothy A. Brennan
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
                            Timothy A. Brennan
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I>
                            Senior Vice President, Chief Financial Officer,
                            and Secretary<br>
                            (Principal Financial Officer & Principal
                            Accounting Officer)
  </I></TD></TR></TABLE></P>


<p align="center"><strong>
                      POWER OF ATTORNEY
</strong>


<P ALIGN="JUSTIFY">   KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas F. Bogan and Timothy A. Brennan
and each of them, jointly and severally, his attorneys-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and conforming all that
each said attorneys-in-fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.

<P ALIGN="JUSTIFY">   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
date indicated.

<PRE>
Date: February 15, 2001      /s/ Paul D. Levy
                        --------------------------------------------
                        Paul D. Levy, Founder and Chairman of the Board


Date: February 15, 2001      /s/ Michael T. Devlin
                        --------------------------------------------
                        Michael T. Devlin, Founder, Chief Executive
                        Officer, and Director

Date: February 15, 2001      /s/ Thomas F. Bogan
                        --------------------------------------------
                        Thomas F. Bogan, President, and Chief Operating
                        Officer

Date: February 15, 2001     /s/ Timothy A. Brennan
                        --------------------------------------------
                        Timothy A. Brennan, Senior Vice President,
                        Chief Financial Officer, and Secretary
                        (Principal Financial Officer
                        & Principal Accounting Officer)

Date: February 15, 2001      /s/ Leslie G. Denend
                        --------------------------------------------
                        Leslie G. Denend, Director

Date: February 15, 2001      /s/ John E. Montague
                        --------------------------------------------
                        John E. Montague, Director

Date: February 15, 2001      /s/ Allison R. Schleicher
                        --------------------------------------------
                        Allison R. Schleicher, Director
</PRE>


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<P>&nbsp;</P>
<FONT SIZE=2><P ALIGN="CENTER">INDEX TO EXHIBITS</P>
</FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=613>
<TR><TD WIDTH="17%" VALIGN="BOTTOM" HEIGHT=16>
<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit <br><U>Number</U></B></FONT></TD>
<TD WIDTH="83%" VALIGN="BOTTOM" HEIGHT=16>
<B><FONT SIZE=2><P ALIGN="CENTER"><U>Description</U></B></FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">4.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=20>
<FONT SIZE=2><P>The Catapulse Inc. 1999 Stock Plan and form of Stock Option Agreement.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Opinion of counsel as to legality of Securities being registered.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Form of Indemnification Agreement is incorporated herein by reference to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-19669), filed with the Commission on January 13, 1997, as amended on January 17, 1997.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Consent of Ernst &amp; Young LLP, Independent Auditors.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Consent of Counsel (contained in Exhibit 5.1).</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP" HEIGHT=16>
<FONT SIZE=2><P>Power of Attorney (see page II-2).</FONT></TD>
</TR>
</TABLE>
</CENTER></P>






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Feb2001 S8 DOC
As filed with the Securities and Exchange Commission on February 15 , 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
RATIONAL SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
54-1217099
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
18880 Homestead Road
Cupertino, California   95014
(408) 863-9900
(Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
Catapulse Inc. 1999 Stock Plan
(full name of  plan)
TIMOTHY A. BRENNAN
CHIEF FINANCIAL OFFICER AND SECRETARY
RATIONAL SOFTWARE
CORPORATION
18880 HOMESTEAD ROAD
CUPERTINO, CALIFORNIA   95014
(408) 863-9900
(Name, address, including zip code, and telephone number, including area code,
                          of agent for service)
Copies to:
KATHARINE A. MARTIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
Title of Each Class
of Securities to
be Registered
Amount
to be
Registered (1)
Proposed
Maximum
Offering
Price
Per Share (2)
Proposed
Maximum
Aggregate
Offering
Price (2)
Amount of
Registration
Fee
Catapulse Inc. 1999 Stock Plan Common Stock, $0.01 par value....................
1,015,338
$21.04
(3)
$21,362,712
(3)
$5,340.68
(1) All options outstanding under the Catapulse Inc. 1999 Stock Plan (the "Catapulse Options") are
exercisable for the Registrant's Common Stock.  The Catapulse Options were assumed by the Registrant pursuant to the Registrant's
acquisition of Catapulse Inc. effective February 5, 2001 (the "Acquisition").  The exercise price per share of the
Catapulse Options is determined by dividing the exercise price for Catapulse Options immediately prior to the Acquisition by the
conversion ratio of 0.0825, which was used in the Acquisition, rounded up to the nearest whole cent.
(2) Price per share and aggregate offering price estimated in accordance with Rule 457(h) and 457(c) under
the Securities Act of 1933, as amended, (the "Securities Act") solely for the purpose of calculating the registration
fee.
(3)Computation based on the weighted average exercise prices of the options, all of which were previously granted
and as converted pursuant to the terms of the Acquisition.
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the requirements of Form S-8 under
the Securities Act to register 1,015,338 shares of Common Stock of Rational Software Corporation, a Delaware corporation (the
"Registrant"), issuable to eligible employees, consultants and advisors under the Catapulse Inc. 1999 Stock Plan
("1999 Stock Plan") assumed by Registrant upon the merger of Catapulse Inc., a Delaware corporation, with the Registrant.  The 1999
Stock Plan was previously an obligation of Catapulse.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year ended March 31, 2000 as filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2000, September 30, 2000 and December 31, 2000 filed
pursuant to the Exchange Act.
(c) The Registrant's Current Reports on Form 8-K dated December 13, 2000 and February 9, 2001 filed with the Commission pursuant to the Exchange Act.
(d) The description of the Registrant's Common Stock contained in the Registration Statement on Form 8-A dated May 25, 1984 and
any amendment or report filed hereafter for the purpose of updating such description, pursuant to the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be part hereof from the date of filing of such documents.
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 authorizes a court to award, or a corporation's Board of Directors to
grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the Securities Act.  The Registrant's Certificate of
Incorporation, as amended, and Bylaws provide for indemnification of its officers, directors, employees and other agents to the
maximum extent permitted by the Delaware Law.  In addition, the Registrant has entered into Indemnification Agreements with its
officers and directors, the form of which is attached hereto as Exhibit 10.1.
Item 7.	Exemption from Registration Claims.
Not applicable.
Item 8.	Exhibits
Exhibit
Number
Description
4.1
The Catapulse Inc. 1999 Stock Plan and form of Stock Option Agreement.
5.1
Opinion of counsel as to legality of Securities being registered.
10.1
Form of Indemnification Agreement is incorporated herein by reference to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-19669), filed with the Commission on January 13, 1997, as amended on January 17, 1997.
23.1
Consent of Ernst & Young LLP, Independent Auditors.
23.2
Consent of Counsel (contained in Exhibit 5.1).
24.1
Power of Attorney (see page II-2).
Item 9.	Undertakings.
(a) Rule 415 Offering. 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:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) (To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form
 S-3 or Form S-8 , and 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 the 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.
(b) The undersigned Registrant hereby undertakes that, for 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 the 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.
(c) 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 Delaware General Corporations Law, the Certificate of Incorporation of the
Registrant, as amended, the Bylaws of the Registrant, Indemnification Agreements entered into between the Registrant and its officers
and directors, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Cupertino, State of California, on
February 15, 2001.
RATIONAL SOFTWARE CORPORATION
By:
/s/ Timothy A. Brennan
Timothy A. Brennan
Senior Vice President, Chief Financial Officer,
                            and Secretary
(Principal Financial Officer & Principal
                            Accounting Officer)
POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas F. Bogan and Timothy A. Brennan
and each of them, jointly and severally, his attorneys-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and conforming all that
each said attorneys-in-fact, or his substitute or substitutes, may 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
date indicated.
Date: February 15, 2001      /s/ Paul D. Levy
                        --------------------------------------------
                        Paul D. Levy, Founder and Chairman of the Board

Date: February 15, 2001      /s/ Michael T. Devlin
                        --------------------------------------------
                        Michael T. Devlin, Founder, Chief Executive
                        Officer, and Director

Date: February 15, 2001      /s/ Thomas F. Bogan
                        --------------------------------------------
                        Thomas F. Bogan, President, and Chief Operating
                        Officer

Date: February 15, 2001     /s/ Timothy A. Brennan
                        --------------------------------------------
                        Timothy A. Brennan, Senior Vice President,
                        Chief Financial Officer, and Secretary
                        (Principal Financial Officer
                        & Principal Accounting Officer)

Date: February 15, 2001      /s/ Leslie G. Denend
                        --------------------------------------------
                        Leslie G. Denend, Director

Date: February 15, 2001      /s/ John E. Montague
                        --------------------------------------------
                        John E. Montague, Director

Date: February 15, 2001      /s/ Allison R. Schleicher
                        --------------------------------------------
                        Allison R. Schleicher, Director
INDEX TO EXHIBITS
Exhibit
Number
Description
4.1
The Catapulse Inc. 1999 Stock Plan and form of Stock Option Agreement.
5.1
Opinion of counsel as to legality of Securities being registered.
10.1
Form of Indemnification Agreement is incorporated herein by reference to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-19669), filed with the Commission on January 13, 1997, as amended on January 17, 1997.
23.1
Consent of Ernst & Young LLP, Independent Auditors.
23.2
Consent of Counsel (contained in Exhibit 5.1).
24.1
Power of Attorney (see page II-2).