As filed with the Securities and Exchange Commission on August 6, 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)...                 304,199    $30.41  $9,250,692   $2,571.70
                                ---------- --------- ----------- -----------
        TOTALS..................  304,199    $30.41  $9,250,692   $2,571.70
============================================================================
</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 August 4,
    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 Securities and Exchange Commission on or about January 22,
1999 (SEC File No. 333-70989) (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 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).
         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 KPMG LLP, Independent Auditors
         23.3       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
July 30, 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: July 30, 1999     /s/ Paul D. Levy
                        --------------------------------------------
                        Paul D. Levy, Chairman of the Board


Date: July 30, 1999     /s/ Michael T. Devlin
                        --------------------------------------------
                        Michael T. Devlin, Chief Executive Officer
                        and Director


Date: July 30, 1999     /s/ Timothy A. Brennan
                        --------------------------------------------
                        Senior Vice President, Chief Financial Officer,
                        and Secretary
                        (Principal Financial Officer
                        & Principal Accounting Officer)

Date: July 30, 1999     /s/ James S. Campbell
                        --------------------------------------------
                        James S. Campbell, Director

Date: July 30, 1999     /s/ Daniel H. Case III
                        --------------------------------------------
                        Daniel H. Case III, Director

Date: July 30, 1999     /s/ Leslie G. Denend
                        --------------------------------------------
                        Leslie G. Denend, Director

Date: July 30, 1999     /s/ John E. Montague
                        --------------------------------------------
                        John E. Montague, Director

Date: July 30, 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 January 22, 1999(File No. 333-70989).

     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 LLP, Independent Auditors,
                      filed herewith.

     23.2             Consent of KPMG LLP, Independent Auditors,
                      filed herewith.

     23.3             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": 10417}]
{"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": "333-84655", "film-number": "99679489"}, "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 August 6, 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)...                 304,199    $30.41  $9,250,692   $2,571.70
                                ---------- --------- ----------- -----------
        TOTALS..................  304,199    $30.41  $9,250,692   $2,571.70
============================================================================
(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 August 4,
    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 Securities and Exchange Commission on or about January 22,
1999 (SEC File No. 333-70989) (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 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).
         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 KPMG LLP, Independent Auditors
         23.3       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
July 30, 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: July 30, 1999     /s/ Paul D. Levy
                        --------------------------------------------
                        Paul D. Levy, Chairman of the Board

Date: July 30, 1999     /s/ Michael T. Devlin
                        --------------------------------------------
                        Michael T. Devlin, Chief Executive Officer
                        and Director

Date: July 30, 1999     /s/ Timothy A. Brennan
                        --------------------------------------------
                        Senior Vice President, Chief Financial Officer,
                        and Secretary
                        (Principal Financial Officer
                        & Principal Accounting Officer)

Date: July 30, 1999     /s/ James S. Campbell
                        --------------------------------------------
                        James S. Campbell, Director

Date: July 30, 1999     /s/ Daniel H. Case III
                        --------------------------------------------
                        Daniel H. Case III, Director

Date: July 30, 1999     /s/ Leslie G. Denend
                        --------------------------------------------
                        Leslie G. Denend, Director

Date: July 30, 1999     /s/ John E. Montague
                        --------------------------------------------
                        John E. Montague, Director

Date: July 30, 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 January 22, 1999(File No. 333-70989).

     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 LLP, Independent Auditors,
                      filed herewith.

     23.2             Consent of KPMG LLP, Independent Auditors,
                      filed herewith.

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

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