As filed with the Securities and Exchange Commission on July 29, 1997
                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------
                              Boole & Babbage, Inc.
             (Exact name of registrant as specified in its charter)

                                 --------------
      Delaware                                         94-1651571
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                 --------------
                                3131 Zanker Road
                           San Jose, California 95134
                                 (408) 526-3000
          (Address and telephone number of principal executive offices)

                                 --------------
                             1995 Stock Option Plan
                          Employee Stock Purchase Plan
                            (Full title of the plans)

                                 Paul E. Newton
                      President and Chief Executive Officer
                                3131 Zanker Road
                           San Jose, California 95134
                                 (408) 526-3000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 --------------
                                   Copies to:
                             Alan C. Mendelson, Esq.
                            Michael J. Sullivan, Esq.
                               Cooley Godward LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                        Palo Alto, California 94306-2155
                                 (415) 843-5000

                                 --------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
                                              Proposed Maximum             Proposed Maximum
Title of Securities to be    Amount to be  Offering Price Per Share     Aggregate Offering Price      Amount of Registration
       Registered             Registered             (1)                          (1)                           Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>                         <C>                              <C>      
Stock Options and
Common Stock (par
value $.001)                   726,482           $24.9375                    18,116,644.87                    $5,489.89
====================================================================================================================================

<FN>
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee  pursuant to Rule  457(h).  The price per share and  aggregate
offering  price  are  based  upon the  average  of the high  and low  prices  of
Registrant's  Common  Stock on July 24, 1997 as reported on The Nasdaq  National
Market.
</FN>
</TABLE>



<PAGE>

                                EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is being filed for the purpose of
registering  an additional  167,107  shares of the Company's  Common Stock to be
issued  pursuant to the  Company's  1995 Stock  Option Plan (the  "Plan") and an
additional 559,375 shares of the Company's Common Stock to be issued pursuant to
the  Company's   Employee  Stock  Purchase  Plan  (the  "Purchase  Plan").   The
Registration  Statements  on Form  S-8  previously  filed  with  the  Commission
relating to the Plan and the Purchase  Plan (File Nos.  333-02723  and 33-55588)
are incorporated by reference herein.


                                    EXHIBITS

Exhibit
Number

 5.1     Opinion of Cooley Godward LLP.

23.1     Consent of Ernst & Young LLP, independent auditors.

23.2     Consent of Cooley Godward LLP is contained in Exhibit 5.1.

24       Power of Attorney is contained on the signature pages.

99.1     1995 Stock Option Plan.1

99.2     Employee Stock Purchase Plan.


--------------
1    Previously  filed as an Exhibit to the  Registration  Statement on Form S-8
     filed on April 23, 1996. (File No. 333-02723)

                                       1.

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  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 San Jose, State of California, on July
29, 1997.


                                                  BOOLE & BABBAGE, INC.



                                                  By:   /s/ Arthur F. Knapp, Jr.
                                                     ---------------------------

                                                  Title Chief Financial Officer
                                                        ------------------------


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Paul E. Newton and Arthur F. Knapp, Jr.,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       2.

<PAGE>

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                              Title                         Date


/s/ Paul E. Newton            President and Chief Executive      July 29, 1997
---------------------------   Officer
  (Paul E. Newton)            (Principal Executive Officer)


/s/ Arthur F. Knapp, Jr.      Chief Financial Officer            July 29, 1997
---------------------------   (Principal Financial and
 (Arthur F. Knapp, Jr.)       Accounting Officer)


/s/ Franklin P. Johnson, Jr.  Director                           July 29, 1997
----------------------------
 (Franklin P. Johnson, Jr.)


 /s/ Johannes S. Bruggeling   Director                           July 29, 1997
----------------------------
 (Johannes S. Bruggeling)


 /s/ Raymond E. Cairns        Director                           July 29, 1997
----------------------------
  (Raymond E. Cairns)

 /s/ Terry R. McGowan         Director                           July 29, 1997
----------------------------
   (Terry R. McGowan)


 /s/ Paul E. Newton           Director                           July 29, 1997
----------------------------
  (Paul E. Newton)


  /s/ Carl H. Reynolds        Director                           July 29, 1997
----------------------------
  (Carl H. Reynolds)

                                       3.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8624}]
{"company-data": {"conformed-name": "BOOLE & BABBAGE INC", "cik": "0000734394", "assigned-sic": "7372", "irs-number": "941651571", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32341", "film-number": "97647449"}, "business-address": {"street1": "3131 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4085263000"}, "mail-address": {"street1": "3131 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
As filed with the Securities and Exchange Commission on July 29, 1997
                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------
                              Boole & Babbage, Inc.
             (Exact name of registrant as specified in its charter)

                                 --------------
      Delaware                                         94-1651571
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                 --------------
                                3131 Zanker Road
                           San Jose, California 95134
                                 (408) 526-3000
          (Address and telephone number of principal executive offices)

                                 --------------
                             1995 Stock Option Plan
                          Employee Stock Purchase Plan
                            (Full title of the plans)

                                 Paul E. Newton
                      President and Chief Executive Officer
                                3131 Zanker Road
                           San Jose, California 95134
                                 (408) 526-3000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 --------------
                                   Copies to:
                             Alan C. Mendelson, Esq.
                            Michael J. Sullivan, Esq.
                               Cooley Godward LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                        Palo Alto, California 94306-2155
                                 (415) 843-5000

                                 --------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                              Proposed Maximum             Proposed Maximum
Title of Securities to be    Amount to be  Offering Price Per Share     Aggregate Offering Price      Amount of Registration
       Registered             Registered             (1)                          (1)                           Fee
------------------------------------------------------------------------------------------------------------------------------------
Stock Options and
Common Stock (par
value $.001)                   726,482           $24.9375                    18,116,644.87                    $5,489.89
====================================================================================================================================
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee  pursuant to Rule  457(h).  The price per share and  aggregate
offering  price  are  based  upon the  average  of the high  and low  prices  of
Registrant's  Common  Stock on July 24, 1997 as reported on The Nasdaq  National
Market.
EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is being filed for the purpose of
registering  an additional  167,107  shares of the Company's  Common Stock to be
issued  pursuant to the  Company's  1995 Stock  Option Plan (the  "Plan") and an
additional 559,375 shares of the Company's Common Stock to be issued pursuant to
the  Company's   Employee  Stock  Purchase  Plan  (the  "Purchase  Plan").   The
Registration  Statements  on Form  S-8  previously  filed  with  the  Commission
relating to the Plan and the Purchase  Plan (File Nos.  333-02723  and 33-55588)
are incorporated by reference herein.

                                    EXHIBITS

Exhibit
Number

 5.1     Opinion of Cooley Godward LLP.

23.1     Consent of Ernst & Young LLP, independent auditors.

23.2     Consent of Cooley Godward LLP is contained in Exhibit 5.1.

24       Power of Attorney is contained on the signature pages.

99.1     1995 Stock Option Plan.1

99.2     Employee Stock Purchase Plan.

--------------
1    Previously  filed as an Exhibit to the  Registration  Statement on Form S-8
     filed on April 23, 1996. (File No. 333-02723)

                                       1.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  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 San Jose, State of California, on July
29, 1997.

                                                  BOOLE & BABBAGE, INC.

                                                  By:   /s/ Arthur F. Knapp, Jr.
                                                     ---------------------------

                                                  Title Chief Financial Officer
                                                        ------------------------

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Paul E. Newton and Arthur F. Knapp, Jr.,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       2.
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                              Title                         Date

/s/ Paul E. Newton            President and Chief Executive      July 29, 1997
---------------------------   Officer
  (Paul E. Newton)            (Principal Executive Officer)

/s/ Arthur F. Knapp, Jr.      Chief Financial Officer            July 29, 1997
---------------------------   (Principal Financial and
 (Arthur F. Knapp, Jr.)       Accounting Officer)

/s/ Franklin P. Johnson, Jr.  Director                           July 29, 1997
----------------------------
 (Franklin P. Johnson, Jr.)

 /s/ Johannes S. Bruggeling   Director                           July 29, 1997
----------------------------
 (Johannes S. Bruggeling)

 /s/ Raymond E. Cairns        Director                           July 29, 1997
----------------------------
  (Raymond E. Cairns)

 /s/ Terry R. McGowan         Director                           July 29, 1997
----------------------------
   (Terry R. McGowan)

 /s/ Paul E. Newton           Director                           July 29, 1997
----------------------------
  (Paul E. Newton)

  /s/ Carl H. Reynolds        Director                           July 29, 1997
----------------------------
  (Carl H. Reynolds)

                                       3.