As filed with the Securities and Exchange Commission on January 18, 2000
                                                   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
              ObjecTime Limited U.S. Stock Option Plan (1997)
            ObjecTime Limited Canadian Stock Option Plan (1997)
              ObjecTime Limited 1998 U.S. Stock Option Plan
            ObjecTime Limited 1998 Canadian Stock Option 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:
                          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
===============================================================================
<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) (1)......................  321,764    $41.65    $13,401,471    $3,538

ObjecTime Limited U.S. Stock Option
Plan (1997) Common Stock, $0.01
par value approved for issuance
thereunder (2)..................    8,700     $7.61        $66,203       $17

ObjecTime Limited Canadian Stock
Option Plan (1997) Common Stock,
$0.01 par value approved for
issuance thereunder (3).........   33,200     $6.08       $201,813       $53

ObjecTime Limited 1998 U.S. Stock
Option Plan  Common Stock, $0.01
par value approved for issuance
thereunder (4)..................   39,000    $11.50       $448,617      $118

ObjecTime Limited 1998 Canadian
Stock Option Plan Common Stock,
$0.01 par value approved for
issuance thereunder (5).........  279,100    $11.50     $3,210,487      $848
                                ---------- --------- -------------- -----------
        TOTALS..................  681,764              $17,325,591    $4,574
===============================================================================




</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.

(2)     All options outstanding under the ObjecTime Limited U.S. Stock Option
Plan (1997), as amended on January 7, 1999, (the  "ObjecTime Options") are
exercisable for the Registrant's Common Shares.  The ObjecTime Options  were
assumed by the Registrant pursuant to the Registrant's acquisition of ObjecTime
Limited  effective January 13, 2000.  The exercise price per share is
determined by dividing the weighted  average exercise price for ObjecTime
Options by the conversion ratio of .03880, which was used in  the acquisition.

(3)     All options outstanding under the ObjecTime Limited Canadian Stock
Option Plan (1997), as amended on January 7, 1999, (the  "ObjecTime Options")
are exercisable for the Registrant's Common Shares.  The ObjecTime Options
were assumed by the Registrant pursuant to the Registrant's acquisition of
ObjecTime Limited  effective January 13, 2000.  The exercise price per share is
determined by dividing the weighted  average exercise price for ObjecTime
Options by the conversion ratio of .03880, which was used in  the acquisition.

(4)     All options outstanding under the ObjecTime Limited 1998 U.S. Stock
Option Plan, as amended on January 7, 1999,  (the  "ObjecTime Options") are
exercisable for the Registrant's Common Shares.  The ObjecTime Options  were
assumed by the Registrant pursuant to the Registrant's acquisition of ObjecTime
Limited  effective January 13, 2000.  The exercise price per share is
determined by dividing the weighted  average exercise price for ObjecTime
Options by the conversion ratio of .03880, which was used in  the acquisition.

(5)     All options outstanding under the ObjecTime Limited 1998 Canadian Stock
Option Plan, as amended on January 7, 1999, (the  "ObjecTime Options") are
exercisable for the Registrant's Common Shares.  The ObjecTime Options  were
assumed by the Registrant pursuant to the Registrant's acquisition of ObjecTime
Limited  effective January 13, 2000.  The exercise price per share is
determined by dividing the weighted  average exercise price for ObjecTime
Options by the conversion ratio of .03880, which was used in  the acquisition.

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

                               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, 1999 as filed with the Commission.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 1999 and September 30, 1999 filed pursuant
to the Exchange Act.
(c) The Registrant's Current Reports on Form 8-K dated December 16,
1999 filed with the Commission.
(d) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-4 (File No. 333-29799) filed by the
Registrant with the Commission on June 25, 1997 and any amendment or
report filed hereafter for the purpose of updating such description.
(e) Item 1 of Registrant's Form 8-A dated  May 25, 1984 as amended on
Form 8-A/A dated May 25, 1995, filed with the Commission.

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 of 1933, as amended.  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    Desription

4.1       The 1998 Employee Stock Purchase Plan is incorporated herein
          by reference to the Registrant's Registration Statement on
          Form S-8 as filed on January 22, 1999 (File No. 333-70989).

4.2       The ObjecTime Limited U.S. Stock Option Plan, as amended on January 7,
          1999, (1997) and form of Stock Option Agreement including all
          amendments through January 7, 1999 thereunder

4.3       The ObjecTime Limited Canadian Stock Option Plan, as amended on
          January 7, 1999 (1997) and form of Stock Option Agreement including
          all amendments through January 7, 1999 thereunder

4.4       The ObjecTime Limited 1998 U.S. Stock Option Plan, as amended on
          January 7, 1999, and form of Stock Option Agreement thereunder

4.5       The ObjecTime Limited 1998 Canadian Stock Option Plan, as amended on
          January 7, 1999, and form of Stock Option Agreement thereunder

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 KPMG LLP, Independent Auditors.

23.3      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 of 1933;
   (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 ((S)239.13 of
this chapter) or Form S-8 ((S)239.16(b) of this chapter), 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 Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

2)      That, for the purpose of determining any liability
under the Securities Act of 1933, 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 Securities Exchange Act of 1934) 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,
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 Securities
and Exchange 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 Act
and will be governed by the final adjudication of such issue.


























                                   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 18, 2000.

                                     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 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.

<TABLE>
<S>                     <C>
Date: January 18, 2000  /s/ Paul D. Levy
                        --------------------------------------------
                        Paul D. Levy, Chairman of the Board


Date: January 18, 2000  /s/ Michael T. Devlin
                        --------------------------------------------
                        Michael T. Devlin, Chief Executive Officer
                        and Director


Date: January 18, 2000  /s/ Timothy A. Brennan
                        --------------------------------------------
                        Timothy A. Brennan, Senior Vice President, Chief
                        Financial Officer,  and Secretary
                        (Principal Financial Officer
                        & Principal Accounting Officer)



Date: January 18, 2000  /s/ Leslie G. Denend
                        --------------------------------------------
                        Leslie G. Denend, Director


Date: January 18, 2000  /s/ John E. Montague
                        --------------------------------------------
                        John E. Montague, Director


Date: January 18, 2000  /s/ Allison R. Schleicher
                        --------------------------------------------
                        Allison R. Schleicher, Director
</TABLE>








<PAGE>






























Index to Exhibits

Exhibit
Number    Desription

4.1       The 1998 Employee Stock Purchase Plan is incorporated herein
          by reference to the Registrant's Registration Statement on
          Form S-8 as filed on January 22, 1999 (File No. 333-70989).

4.2       The ObjecTime Limited U.S. Stock Option Plan, as amended on January 7,
          1999, (1997) and form of Stock Option Agreement including all
          amendments through January 7, 1999 thereunder

4.3       The ObjecTime Limited Canadian Stock Option Plan, as amended on
          January 7, 1999 (1997) and form of Stock Option Agreement including
          all amendments through January 7, 1999 thereunder

4.4       The ObjecTime Limited 1998 U.S. Stock Option Plan, as amended on
          January 7, 1999, and form of Stock Option Agreement thereunder

4.5       The ObjecTime Limited 1998 Canadian Stock Option Plan, as amended on
          January 7, 1999, and form of Stock Option Agreement thereunder

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 KPMG LLP, Independent Auditors.

23.3      Consent of Counsel (contained in Exhibit 5.1).

24.1      Power of Attorney (see page II-2).
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As filed with the Securities and Exchange Commission on January 18, 2000
                                                   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
              ObjecTime Limited U.S. Stock Option Plan (1997)
            ObjecTime Limited Canadian Stock Option Plan (1997)
              ObjecTime Limited 1998 U.S. Stock Option Plan
            ObjecTime Limited 1998 Canadian Stock Option 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:
                          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
===============================================================================
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) (1)......................  321,764    $41.65    $13,401,471    $3,538

ObjecTime Limited U.S. Stock Option
Plan (1997) Common Stock, $0.01
par value approved for issuance
thereunder (2)..................    8,700     $7.61        $66,203       $17

ObjecTime Limited Canadian Stock
Option Plan (1997) Common Stock,
$0.01 par value approved for
issuance thereunder (3).........   33,200     $6.08       $201,813       $53

ObjecTime Limited 1998 U.S. Stock
Option Plan  Common Stock, $0.01
par value approved for issuance
thereunder (4)..................   39,000    $11.50       $448,617      $118

ObjecTime Limited 1998 Canadian
Stock Option Plan Common Stock,
$0.01 par value approved for
issuance thereunder (5).........  279,100    $11.50     $3,210,487      $848
                                ---------- --------- -------------- -----------
        TOTALS..................  681,764              $17,325,591    $4,574
===============================================================================
(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.

(2)     All options outstanding under the ObjecTime Limited U.S. Stock Option
Plan (1997), as amended on January 7, 1999, (the  "ObjecTime Options") are
exercisable for the Registrant's Common Shares.  The ObjecTime Options  were
assumed by the Registrant pursuant to the Registrant's acquisition of ObjecTime
Limited  effective January 13, 2000.  The exercise price per share is
determined by dividing the weighted  average exercise price for ObjecTime
Options by the conversion ratio of .03880, which was used in  the acquisition.

(3)     All options outstanding under the ObjecTime Limited Canadian Stock
Option Plan (1997), as amended on January 7, 1999, (the  "ObjecTime Options")
are exercisable for the Registrant's Common Shares.  The ObjecTime Options
were assumed by the Registrant pursuant to the Registrant's acquisition of
ObjecTime Limited  effective January 13, 2000.  The exercise price per share is
determined by dividing the weighted  average exercise price for ObjecTime
Options by the conversion ratio of .03880, which was used in  the acquisition.

(4)     All options outstanding under the ObjecTime Limited 1998 U.S. Stock
Option Plan, as amended on January 7, 1999,  (the  "ObjecTime Options") are
exercisable for the Registrant's Common Shares.  The ObjecTime Options  were
assumed by the Registrant pursuant to the Registrant's acquisition of ObjecTime
Limited  effective January 13, 2000.  The exercise price per share is
determined by dividing the weighted  average exercise price for ObjecTime
Options by the conversion ratio of .03880, which was used in  the acquisition.

(5)     All options outstanding under the ObjecTime Limited 1998 Canadian Stock
Option Plan, as amended on January 7, 1999, (the  "ObjecTime Options") are
exercisable for the Registrant's Common Shares.  The ObjecTime Options  were
assumed by the Registrant pursuant to the Registrant's acquisition of ObjecTime
Limited  effective January 13, 2000.  The exercise price per share is
determined by dividing the weighted  average exercise price for ObjecTime
Options by the conversion ratio of .03880, which was used in  the acquisition.

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

                               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, 1999 as filed with the Commission.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 1999 and September 30, 1999 filed pursuant
to the Exchange Act.
(c) The Registrant's Current Reports on Form 8-K dated December 16,
1999 filed with the Commission.
(d) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-4 (File No. 333-29799) filed by the
Registrant with the Commission on June 25, 1997 and any amendment or
report filed hereafter for the purpose of updating such description.
(e) Item 1 of Registrant's Form 8-A dated  May 25, 1984 as amended on
Form 8-A/A dated May 25, 1995, filed with the Commission.

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 of 1933, as amended.  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    Desription

4.1       The 1998 Employee Stock Purchase Plan is incorporated herein
          by reference to the Registrant's Registration Statement on
          Form S-8 as filed on January 22, 1999 (File No. 333-70989).

4.2       The ObjecTime Limited U.S. Stock Option Plan, as amended on January 7,
          1999, (1997) and form of Stock Option Agreement including all
          amendments through January 7, 1999 thereunder

4.3       The ObjecTime Limited Canadian Stock Option Plan, as amended on
          January 7, 1999 (1997) and form of Stock Option Agreement including
          all amendments through January 7, 1999 thereunder

4.4       The ObjecTime Limited 1998 U.S. Stock Option Plan, as amended on
          January 7, 1999, and form of Stock Option Agreement thereunder

4.5       The ObjecTime Limited 1998 Canadian Stock Option Plan, as amended on
          January 7, 1999, and form of Stock Option Agreement thereunder

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 KPMG LLP, Independent Auditors.

23.3      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 of 1933;
   (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 ((S)239.13 of
this chapter) or Form S-8 ((S)239.16(b) of this chapter), 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 Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

2)      That, for the purpose of determining any liability
under the Securities Act of 1933, 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 Securities Exchange Act of 1934) 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,
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 Securities
and Exchange 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 Act
and will be governed by the final adjudication of such issue.

                                   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 18, 2000.

                                     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 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: January 18, 2000  /s/ Paul D. Levy
                        --------------------------------------------
                        Paul D. Levy, Chairman of the Board

Date: January 18, 2000  /s/ Michael T. Devlin
                        --------------------------------------------
                        Michael T. Devlin, Chief Executive Officer
                        and Director

Date: January 18, 2000  /s/ Timothy A. Brennan
                        --------------------------------------------
                        Timothy A. Brennan, Senior Vice President, Chief
                        Financial Officer,  and Secretary
                        (Principal Financial Officer
                        & Principal Accounting Officer)

Date: January 18, 2000  /s/ Leslie G. Denend
                        --------------------------------------------
                        Leslie G. Denend, Director

Date: January 18, 2000  /s/ John E. Montague
                        --------------------------------------------
                        John E. Montague, Director

Date: January 18, 2000  /s/ Allison R. Schleicher
                        --------------------------------------------
                        Allison R. Schleicher, Director
Index to Exhibits

Exhibit
Number    Desription

4.1       The 1998 Employee Stock Purchase Plan is incorporated herein
          by reference to the Registrant's Registration Statement on
          Form S-8 as filed on January 22, 1999 (File No. 333-70989).

4.2       The ObjecTime Limited U.S. Stock Option Plan, as amended on January 7,
          1999, (1997) and form of Stock Option Agreement including all
          amendments through January 7, 1999 thereunder

4.3       The ObjecTime Limited Canadian Stock Option Plan, as amended on
          January 7, 1999 (1997) and form of Stock Option Agreement including
          all amendments through January 7, 1999 thereunder

4.4       The ObjecTime Limited 1998 U.S. Stock Option Plan, as amended on
          January 7, 1999, and form of Stock Option Agreement thereunder

4.5       The ObjecTime Limited 1998 Canadian Stock Option Plan, as amended on
          January 7, 1999, and form of Stock Option Agreement thereunder

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 KPMG LLP, Independent Auditors.

23.3      Consent of Counsel (contained in Exhibit 5.1).

24.1      Power of Attorney (see page II-2).