As filed with the Securities and Exchange Commission on January 22, 1999
                                                   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                       (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                      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)

                    1998 Employee Stock Purchase Plan
                           (FULL TITLE OF THE 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)
                              ___________________ 

                                   Copy to:
                           GAIL CLAYTON HUSICK, ESQ.
                          MARTIN A. WELLINGTON, ESQ.
                       WILSON SONSINI GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                              PALO ALTO, CA 94304
                                (650) 493-9300
                             ___________________ 

                         CALCULATION OF REGISTRATION FEE
============================================================================
<TABLE>
<CAPTION>
                                           Proposed   Proposed
                                            Maximum    Maximum
         Title of Each            Amount   Offering   Aggregate   Amount of
      Class of Securities         to be    Price Per  Offering   Registration
        to be Registered        Registered Share(1)   Price(1)     Fee(2)
------------------------------- ---------- --------- ----------- -----------
<S>                             <C>        <C>       <C>         <C>
1998 Employee Stock Purchase
 Plan Common Stock, $0.01 par
 value (shares reserved for
 future grant)...                 191,261    $26.35  $5,039,727   $1,401.05
                                ---------- --------- ----------- -----------
        TOTALS..................  191,261    $26.35  $5,039,727   $1,401.05
============================================================================
</TABLE>

(1) The indicated number of shares to be registered represents additional shares
    issuable under the listed plan that are not covered by prior registration
    statements. Price per share and aggregate offering price estimated in
    accordance with Rule 457 (h) under the Securities Act of 1933, as amended,
    solely for the purpose of calculating the registration fee.  The
    computation is based upon eighty-five percent of  the average of the high
    and low price as reported on the Nasdaq National Market on January 15,
    1999, the price at which options are granted pursuant to the plan.

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


STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES

   The Registrant previously filed a Registration Statement on Form S-8 with the
Secutities and Exchange Commission on or about August 4, 1998 (SEC File No.333-
60579) (the "Previous Form S-8"). The Previous Form S-8 was filed in connection
with, among other plans, the 1998 Employee Stock Purchase Plan (the "1998
ESPP"). This Registration Statement registers additional shares of the
Registrant's Common Stock to be issued pursuant to the 1998 ESPP.  The contents
of the   Previous Form S-8, including periodic reports filed or to be filed by
the Registrant after the Previous Form S-8 to maintain current information
about the Registrant are incorporated by reference into this Registration
Statement pursuant to General Instruction E of Form S-8.

<PAGE>












                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.  Exhibits
         --------

         Exhibit    Description
         Number  
         4.1        The 1998 Employee Stock Purchase Plan filed herewith
         5.1        Opinion of counsel as to legality of Securities being
                    registered.
         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) 


                                     II-1
<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 Cupertino, State of California, on
January 21, 1999.

                                     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 Paul D. Levy and Timothy A. Brennan
jointly and severally, his attorneys-in-fact, each with the 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.

<TABLE>
<S>                     <C>
Date: January 21, 1999  /s/ Paul D. Levy
                        --------------------------------------------
                        Paul D. Levy, Chairman of the Board
                        and Chief Executive Officer

Date: January 21, 1999  /s/ Michael T. Devlin
                        --------------------------------------------
                        Michael T. Devlin, President and Director


Date: January 21, 1999  /s/ Timothy A. Brennan
                        --------------------------------------------
                        Senior Vice President, Chief Financial Officer,
                        and Secretary
                        (Principal Financial Officer
                        & Principal Accounting Officer)

Date: January 21, 1999  /s/ James S. Campbell
                        --------------------------------------------
                        James S. Campbell, Director

Date: January 21, 1999  /s/ Daniel H. Case III
                        --------------------------------------------
                        Daniel H. Case III, Director

Date: January 21, 1999  /s/ Leslie G. Denend
                        --------------------------------------------
                        Leslie G. Denend, Director

Date: January 21, 1999  /s/ John E. Montague
                        --------------------------------------------
                        John E. Montague, Director

Date: January 21, 1999  /s/ Allison R. Schleicher
                        --------------------------------------------
                        Allison R. Schleicher, Director
</TABLE>




<PAGE>































INDEX TO EXHIBITS

Exhibit Number         Exhibit Document
-------------         -----------------------------------------------------
     4.1              1998 Employee Stock Purchase Plan incorporated herin by
                      reference  to the Registrant's Registration Statement on
                      Form S-8 as filed on August 4, 1998. File No. 333-60579.

     5.1              Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                      Corporation, as to the legality of securities being
                      registered (Counsel to the Registrant) filed herewith

     23.1             Consent of Ernst & Young, L.L.P. filed herewith

     23.2             Consent of Wilson Sonsini Goodrich & Rosati, Professional
                      Corporation (contained in Exhibit 5.1 hereto)

     24.1             Power of Attorney (see page II-2)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10050}]
{"company-data": {"conformed-name": "RATIONAL SOFTWARE CORP", "cik": "0000722056", "assigned-sic": "7372", "irs-number": "541217099", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70989", "film-number": "99509885"}, "business-address": {"street1": "18880 HOMESTEAD RD", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4088639900"}, "mail-address": {"street1": "18880 HOMESTEAD RD", "city": "CUPERTINO", "state": "CA", "zip": "95014"}, "former-company": {"former-conformed-name": "VERDIX CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 22, 1999
                                                   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                       (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                      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)

                    1998 Employee Stock Purchase Plan
                           (FULL TITLE OF THE 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)
                              ___________________ 

                                   Copy to:
                           GAIL CLAYTON HUSICK, ESQ.
                          MARTIN A. WELLINGTON, ESQ.
                       WILSON SONSINI GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                              PALO ALTO, CA 94304
                                (650) 493-9300
                             ___________________ 

                         CALCULATION OF REGISTRATION FEE
============================================================================
Proposed   Proposed
                                            Maximum    Maximum
         Title of Each            Amount   Offering   Aggregate   Amount of
      Class of Securities         to be    Price Per  Offering   Registration
        to be Registered        Registered Share(1)   Price(1)     Fee(2)
------------------------------- ---------- --------- ----------- -----------
1998 Employee Stock Purchase
 Plan Common Stock, $0.01 par
 value (shares reserved for
 future grant)...                 191,261    $26.35  $5,039,727   $1,401.05
                                ---------- --------- ----------- -----------
        TOTALS..................  191,261    $26.35  $5,039,727   $1,401.05
============================================================================
(1) The indicated number of shares to be registered represents additional shares
    issuable under the listed plan that are not covered by prior registration
    statements. Price per share and aggregate offering price estimated in
    accordance with Rule 457 (h) under the Securities Act of 1933, as amended,
    solely for the purpose of calculating the registration fee.  The
    computation is based upon eighty-five percent of  the average of the high
    and low price as reported on the Nasdaq National Market on January 15,
    1999, the price at which options are granted pursuant to the plan.

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

STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES

   The Registrant previously filed a Registration Statement on Form S-8 with the
Secutities and Exchange Commission on or about August 4, 1998 (SEC File No.333-
60579) (the "Previous Form S-8"). The Previous Form S-8 was filed in connection
with, among other plans, the 1998 Employee Stock Purchase Plan (the "1998
ESPP"). This Registration Statement registers additional shares of the
Registrant's Common Stock to be issued pursuant to the 1998 ESPP.  The contents
of the   Previous Form S-8, including periodic reports filed or to be filed by
the Registrant after the Previous Form S-8 to maintain current information
about the Registrant are incorporated by reference into this Registration
Statement pursuant to General Instruction E of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits
         --------

         Exhibit    Description
         Number  
         4.1        The 1998 Employee Stock Purchase Plan filed herewith
         5.1        Opinion of counsel as to legality of Securities being
                    registered.
         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) 

                                     II-1
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 Cupertino, State of California, on
January 21, 1999.

                                     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 Paul D. Levy and Timothy A. Brennan
jointly and severally, his attorneys-in-fact, each with the 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: January 21, 1999  /s/ Paul D. Levy
                        --------------------------------------------
                        Paul D. Levy, Chairman of the Board
                        and Chief Executive Officer

Date: January 21, 1999  /s/ Michael T. Devlin
                        --------------------------------------------
                        Michael T. Devlin, President and Director

Date: January 21, 1999  /s/ Timothy A. Brennan
                        --------------------------------------------
                        Senior Vice President, Chief Financial Officer,
                        and Secretary
                        (Principal Financial Officer
                        & Principal Accounting Officer)

Date: January 21, 1999  /s/ James S. Campbell
                        --------------------------------------------
                        James S. Campbell, Director

Date: January 21, 1999  /s/ Daniel H. Case III
                        --------------------------------------------
                        Daniel H. Case III, Director

Date: January 21, 1999  /s/ Leslie G. Denend
                        --------------------------------------------
                        Leslie G. Denend, Director

Date: January 21, 1999  /s/ John E. Montague
                        --------------------------------------------
                        John E. Montague, Director

Date: January 21, 1999  /s/ Allison R. Schleicher
                        --------------------------------------------
                        Allison R. Schleicher, Director
INDEX TO EXHIBITS

Exhibit Number         Exhibit Document
-------------         -----------------------------------------------------
     4.1              1998 Employee Stock Purchase Plan incorporated herin by
                      reference  to the Registrant's Registration Statement on
                      Form S-8 as filed on August 4, 1998. File No. 333-60579.

     5.1              Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                      Corporation, as to the legality of securities being
                      registered (Counsel to the Registrant) filed herewith

     23.1             Consent of Ernst & Young, L.L.P. filed herewith

     23.2             Consent of Wilson Sonsini Goodrich & Rosati, Professional
                      Corporation (contained in Exhibit 5.1 hereto)

     24.1             Power of Attorney (see page II-2)