As filed with the Securities and Exchange Commission on December 18, 1995
                                                    Registration N. 33-
================================================================================
                       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)

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

                        1986 Incentive Stock Option Plan
                      1986 Supplemental Stock Option Plan
            -------------------------------------------------------
                            (Full title of the plans)

                                 Paul E. Newton
                      President and Chief Executive Officer
                              Boole & Babbage, Inc.
                                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.
                    Cooley Godward Castro Huddleson & Tatum
                             Five Palo Alto Square
                                 (415) 843-5000

                             ----------------------
<PAGE>


                        CALCULATION OF REGISTRATION FEE
================================================================================
   TITLE OF                 PROPOSED MAXIMUM  PROPOSED MAXIMUM
SECURITIES TO   AMOUNT TO    OFFERING PRICE  AGGREGATE OFFERING    AMOUNT OF 
BE REGISTERED BE REGISTERED    PER SHARE(1)       PRICE (1)    REGISTRATION  FEE
- --------------------------------------------------------------------------------
Stock Options
 and Common      900,000     $16.50-$23.875    $18,128,609.41      $6,251.29
 Stock (par
 value $.001)   
================================================================================
(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  (a) the  high and low  sales  prices  of
     Registrant's  Common  Stock on December  12, 1995 as reported on the Nasdaq
     National  Market System and (b) the actual exercise price for stock options
     issuable upon exercise where exercise price is known.  The following  chart
     shows the calculation of the registration fee:


                                                OFFERING
                                NUMBER OF       PRICE PER         AGGREGATE
TYPES OF SHARES                 SHARES          SHARE             OFFERING PRICE

Common Stock issuable upon
exercise of options for which
exercise price is unknown       306,375         $23.875           $ 7,314,703.13

                                352,500         $16.50            $ 5,816,250.00
Common Stock issuable upon      119,250         $20.00            $ 2,385,000.00
exercise of options for          38,250         $20.2067          $   772,906.28
which exercise price is known    83,625         $22.00            $ 1,839,750.00
                                                                  --------------
                                                                  $18,128,609.41

                                                                  x    .00034483
                                                                  --------------
                                                                  $     6,251.29


(2)  1,800,000  shares  reserved for  issuance  under the 1986  Incentive  Stock
     Option Plan and the 1986 Supplemental  Stock Option Plan (the "Plans") were
     registered on Form S-8  Registration  Statement No. 33-13837 filed on April
     29, 1987; an additional  1,350,000  shares  reserved for issuance under the
     Plans were registered on Form S-8 Registration Statement No. 33-39248 filed
     on March 5, 1991; an additional  810,000 shares reserved for issuance under
     the Plans were registered on Form S-8  Registration  Statement No. 33-55588
     filed on December 10, 1992. 
================================================================================
     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

<PAGE>





                                EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is being filed for the purpose of
registering  an additional  900,000  shares of the Company's  Common Stock to be
issued  pursuant to the Company's 1986 Incentive  Stock Option Plan, as amended,
and the 1986  Supplemental  Stock Option Plan,  as amended  (the  "Plans").  The
Registration  Statements  on Form  S-8  previously  filed  with  the  Commission
relating  to  the  Plans  (File  Nos.  33-13837,   33-39248  and  33-55588)  are
incorporated by reference herein.

ITEM 8. EXHIBITS.

Exhibit
Number
- ------
5.1    Opinion of Cooley Godward Castro Huddleson & Tatum. 

23.1   Consent of Ernst & Young LLP,  independent  auditors. 

23.2   Consent of Cooley Godward Castro Huddleson & Tatum. Reference  is made to
       Exhibit 5.1.

24     Power of Attorney.  Reference is made to the signature page.



<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
December 14, 1995.

                                             BOOLE & BABBAGE, INC.

                                             By:  /s/  Paul E. Newton
                                                -------------------------------
                                                  Paul E. Newton, President
                                                  and Chief Executive 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.

     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/ Franklin P. Johnson, Jr.
- --------------------------  Director, Chairman of the Board   December 18, 1995
(Franklin P. Johnson, Jr.)


  /s/ Paul E. Newton       
 ------------------------  Director, President and Chief      December 18, 1995
    (Paul E. Newton)       Executive Officer (Principal                        
                           Executive Officer)                                  
                          

 /s/ Arthur F. Knapp, Jr.  
 ------------------------   Senior Vice President, Chief      December 18, 1995
  (Arthur F. Knapp, Jr.)    Financial Officer and Secretary                  
                            (Principal Financial and 
                             Accounting Officer)  
                           

 -------------------------  Director, Executive Vice          December   , 1995
 (Johannes S. Bruggeling)   President International
                            Operations and President,
                            Boole & Babbage, Europe


  /s/ Raymond E. Cairns
 -------------------------  Director                          December 11, 1995
   (Raymond E. Cairns)        


 /s/ Terry R. McGowan       
- --------------------------  Director                          December 11, 1995
   (Terry R. McGowan)       


/s/ Carl H. Reynolds
- --------------------------  Director                          December 11, 1995
   (Carl H. Reynolds) 
   
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT     DESCRIPTION                                          
NUMBER                                                               
            
 5.1        Opinion of Cooley Godward Castro Huddleson & Tatum         

23.1        Consent of Ernst & Young LLP, independent auditors        
                       
23.2        Consent of Cooley Godward Castro Huddleson & Tatum.
            Reference is made to Exhibit 5.1                           
                        
            
24          Power of Attorney.  Reference is made to the 
            signature page
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10998}]
{"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": "033-65145", "film-number": "95602610"}, "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 December 18, 1995
                                                    Registration N. 33-
================================================================================
                       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)

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

                        1986 Incentive Stock Option Plan
                      1986 Supplemental Stock Option Plan
            -------------------------------------------------------
                            (Full title of the plans)

                                 Paul E. Newton
                      President and Chief Executive Officer
                              Boole & Babbage, Inc.
                                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.
                    Cooley Godward Castro Huddleson & Tatum
                             Five Palo Alto Square
                                 (415) 843-5000

                             ----------------------
CALCULATION OF REGISTRATION FEE
================================================================================
   TITLE OF                 PROPOSED MAXIMUM  PROPOSED MAXIMUM
SECURITIES TO   AMOUNT TO    OFFERING PRICE  AGGREGATE OFFERING    AMOUNT OF 
BE REGISTERED BE REGISTERED    PER SHARE(1)       PRICE (1)    REGISTRATION  FEE
- --------------------------------------------------------------------------------
Stock Options
 and Common      900,000     $16.50-$23.875    $18,128,609.41      $6,251.29
 Stock (par
 value $.001)   
================================================================================
(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  (a) the  high and low  sales  prices  of
     Registrant's  Common  Stock on December  12, 1995 as reported on the Nasdaq
     National  Market System and (b) the actual exercise price for stock options
     issuable upon exercise where exercise price is known.  The following  chart
     shows the calculation of the registration fee:

                                                OFFERING
                                NUMBER OF       PRICE PER         AGGREGATE
TYPES OF SHARES                 SHARES          SHARE             OFFERING PRICE

Common Stock issuable upon
exercise of options for which
exercise price is unknown       306,375         $23.875           $ 7,314,703.13

                                352,500         $16.50            $ 5,816,250.00
Common Stock issuable upon      119,250         $20.00            $ 2,385,000.00
exercise of options for          38,250         $20.2067          $   772,906.28
which exercise price is known    83,625         $22.00            $ 1,839,750.00
                                                                  --------------
                                                                  $18,128,609.41

                                                                  x    .00034483
                                                                  --------------
                                                                  $     6,251.29

(2)  1,800,000  shares  reserved for  issuance  under the 1986  Incentive  Stock
     Option Plan and the 1986 Supplemental  Stock Option Plan (the "Plans") were
     registered on Form S-8  Registration  Statement No. 33-13837 filed on April
     29, 1987; an additional  1,350,000  shares  reserved for issuance under the
     Plans were registered on Form S-8 Registration Statement No. 33-39248 filed
     on March 5, 1991; an additional  810,000 shares reserved for issuance under
     the Plans were registered on Form S-8  Registration  Statement No. 33-55588
     filed on December 10, 1992. 
================================================================================
     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is being filed for the purpose of
registering  an additional  900,000  shares of the Company's  Common Stock to be
issued  pursuant to the Company's 1986 Incentive  Stock Option Plan, as amended,
and the 1986  Supplemental  Stock Option Plan,  as amended  (the  "Plans").  The
Registration  Statements  on Form  S-8  previously  filed  with  the  Commission
relating  to  the  Plans  (File  Nos.  33-13837,   33-39248  and  33-55588)  are
incorporated by reference herein.

ITEM 8. EXHIBITS.

Exhibit
Number
- ------
5.1    Opinion of Cooley Godward Castro Huddleson & Tatum. 

23.1   Consent of Ernst & Young LLP,  independent  auditors. 

23.2   Consent of Cooley Godward Castro Huddleson & Tatum. Reference  is made to
       Exhibit 5.1.

24     Power of Attorney.  Reference is made to the signature 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
December 14, 1995.

                                             BOOLE & BABBAGE, INC.

                                             By:  /s/  Paul E. Newton
                                                -------------------------------
                                                  Paul E. Newton, President
                                                  and Chief Executive 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.

     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/ Franklin P. Johnson, Jr.
- --------------------------  Director, Chairman of the Board   December 18, 1995
(Franklin P. Johnson, Jr.)

  /s/ Paul E. Newton       
 ------------------------  Director, President and Chief      December 18, 1995
    (Paul E. Newton)       Executive Officer (Principal                        
                           Executive Officer)                                  
                          

 /s/ Arthur F. Knapp, Jr.  
 ------------------------   Senior Vice President, Chief      December 18, 1995
  (Arthur F. Knapp, Jr.)    Financial Officer and Secretary                  
                            (Principal Financial and 
                             Accounting Officer)  
                           

 -------------------------  Director, Executive Vice          December   , 1995
 (Johannes S. Bruggeling)   President International
                            Operations and President,
                            Boole & Babbage, Europe

  /s/ Raymond E. Cairns
 -------------------------  Director                          December 11, 1995
   (Raymond E. Cairns)        

 /s/ Terry R. McGowan       
- --------------------------  Director                          December 11, 1995
   (Terry R. McGowan)       

/s/ Carl H. Reynolds
- --------------------------  Director                          December 11, 1995
   (Carl H. Reynolds)
EXHIBIT INDEX

EXHIBIT     DESCRIPTION                                          
NUMBER                                                               
            
 5.1        Opinion of Cooley Godward Castro Huddleson & Tatum         

23.1        Consent of Ernst & Young LLP, independent auditors        
                       
23.2        Consent of Cooley Godward Castro Huddleson & Tatum.
            Reference is made to Exhibit 5.1                           
                        
            
24          Power of Attorney.  Reference is made to the 
            signature page