As filed with the Securities and Exchange Commission on October 30, 1998
                                                           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 of principal executive offices)

                             1995 Stock Option Plan
                       1997 Non-Officer Stock Option 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, CA 94306-2155
                                 (650) 843-5000


<TABLE>
                                                 CALCULATION OF REGISTRATION FEE
================================================================================================================================
<CAPTION>
================================================================================================================================
                                                      Proposed Maximum          Proposed Maximum                                
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price    Amount of Registration
      be Registered             Registered               Share (1)                     (1)                       Fee
========================== ====================== ========================= ========================== =========================
<S>                            <C>                   <C>                          <C>                         <C>
Stock Options and Common
Stock (par value $.001)        1,542,577  shares     $22.17 - $25.1875            $36,772,038                 $10,223
========================== ====================== ========================= ========================== =========================

<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 (a) the weighted  average exercise price for options granted pursuant to
     the Registrant's 1997 Non-Officer  Stock Option Plan and (b) the average of the high and low prices of Registrant's  Common
     Stock on October 23, 1998 as reported on the Nasdaq National Market.
</FN>
</TABLE>




<PAGE>


<TABLE>
The chart below details the calculations of the registration fee:
<CAPTION>
---------------------------------------- -------------------------------- ----------------------- --------------------
                                                                            Offering Price Per    Aggregate Offering
              Securities                        Number of Shares                  Share                  Price
---------------------------------------- -------------------------------- ----------------------- --------------------
<S>                                                 <C>                   <C>                     <C>         
Shares issuable pursuant to the 1995                                                                                  
Stock Option Plan                                   42,577                $25.1875 (1)(b)         $1,072,409
---------------------------------------- -------------------------------- ----------------------- --------------------
Shares issuable pursuant to                                                                                           
outstanding options under the 1997                                                                                    
Non-Officer Stock Option Plan                      689,850                  $22.17 (1)(a)         $15,293,975
---------------------------------------- -------------------------------- ----------------------- --------------------
Shares issuable pursuant to the 1997                                                                                  
Non-Officer Stock Option Plan                      810,150                $25.1875 (1)(b)         $20,405,654
---------------------------------------- -------------------------------- ----------------------- --------------------
Proposed Maximum Offering Price                                                                   $36,772,038
---------------------------------------- -------------------------------- ----------------------- --------------------
Registration Fee                                                                                  $10,223
---------------------------------------- -------------------------------- ----------------------- --------------------
</TABLE>

<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Boole & Babbage,  Inc. (the "Company")
with the Securities and Exchange  Commission are  incorporated by reference into
this Registration Statement:

         (a) The  Company's  latest  annual report on Form 10-K filed for fiscal
year  end  September  30,  1997  pursuant  to  Sections  13(a)  or  15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and the
Registration  Statement on Form S-8 previously  filed with the Commission  (File
No. 333-02723).

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
Registration  Statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

         (d)  The  Company's  Current  Report  on Form  8-K as  filed  with  the
Commission on October 23, 1998 (File No. 000-13258).

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

          The  legality of the Common Stock  offered  hereby will be passed upon
for the Company by Cooley Godward LLP, Palo Alto, California ("Cooley Godward").
As of the date of this  prospectus,  certain  members of Cooley  Godward  own an
aggregate of approximately 2,000 shares of the Registrant's Common Stock.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware  General  Corporation Law the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such capacities,  including  liabilities  under the Securities
Act. The  Company's  By-laws  require the Company to indemnify its directors and
executive  officers,  and permit the Company to  indemnify  its other  officers,
employees and other agents,  to the extent  permitted by Delaware law. Under the
Company's  By-laws,  indemnified  parties are  entitled to  indemnification  for
negligence,  gross  negligence and otherwise to the fullest extent  permitted by
law. The By-laws also require the Company to advance litigation  expenses in the
case of stockholder derivative actions or other actions,  against an undertaking
by the indemnified  party to repay such advances if it is ultimately  determined
that the indemnified party is not entitled to indemnification.

         The Company  has entered  into  indemnity  agreements  with each of its
directors and executive officers.  Such indemnity  agreements contain provisions
which are in some respects broader than the specific indemnification  provisions
contained in Delaware law.


<PAGE>


                                    EXHIBITS
Exhibit
Number

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of PricewaterhouseCoopers, LLP, Independent Auditors.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

24.1     Power of Attorney is contained on the signature pages.

99.1     1995 Stock Option Plan.(1)

99.2     1997 Non-Officer Stock Option Plan.

99.3     Form of  Nonstatutory  Stock  Option under the 1997  Non-Officer  Stock
         Option Plan.

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

                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (a) 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;

                  (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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule  424(b)  (ss.  230.424(b)  of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective 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)(i) and (a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is contained  in periodic  reports  filed by the issuer  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) 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.

<PAGE>

2.       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 Exchange
         Act) that is  incorporated by reference in the  Registration  Statement
         shall be  deemed to be a new  registration  statement  relating  to the
         securities  offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

3.       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 foregoing provisions,  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
         Securities Act and will be governed by the final  adjudication  of such
         issue.



<PAGE>


                                   SIGNATURES

         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 October 29,
1998.


                                               BOOLE & BABBAGE, INC.




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

<TABLE>
         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.

<CAPTION>
Signature                                                 Title                                       Date

<S>                                                       <C>                                         <C>  
     /s/ Paul E. Newton
--------------------------------------------              President and Chief Executive Officer       October 29, 1998
     Paul E. Newton                                       (Principal Executive Officer)

     /s/ Arthur F. Knapp, Jr.
--------------------------------------------              Chief Financial Officer (Principal          October 29, 1998
     Arthur F. Knapp, Jr.                                 Financial Officer)

--------------------------------------------              Director                                    October __, 1998
     Franklin P. Johnson, Jr.

     /s/ Johannes S. Bruggeling
--------------------------------------------              Director                                    October 29, 1998
     Johannes S. Bruggeling


<PAGE>

     /s/ Raymond E. Cairns
--------------------------------------------              Director                                    October 28, 1998
     Raymond E. Cairns                      

     /s/ Terry R. McGowan
--------------------------------------------              Director                                    October 28, 1998
     Terry R. McGowan

     /s/ Paul E. Newton
--------------------------------------------              Director                                    October 29, 1998
     Paul E. Newton


--------------------------------------------              Director                                    October __, 1998
     David Wright

</TABLE>



<PAGE>


<TABLE>
                                  EXHIBIT INDEX

<CAPTION>
Exhibit                                                                                                           
Number                                  Description                                   Sequential Page Number

<S>      <C>
5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of PricewaterhouseCoopers, LLP, Independent Auditors.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

24.1     Power of Attorney is contained on the signature pages.

99.1     1995 Stock Option Plan.(1)

99.2     1997 Non-Officer Stock Option Plan.

99.3     Form of  Nonstatutory  Stock  Option under the 1997  Non-Officer  Stock
         Option  Plan.
<FN>
----------
(1)      Previously  filed as an Exhibit to the  Registration  Statement on Form
         S-8 filed on April 23, 1996. (File No. 333-02723)
</FN>
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19483}]
{"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": "333-66373", "film-number": "98734068"}, "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 October 30, 1998
                                                           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 of principal executive offices)

                             1995 Stock Option Plan
                       1997 Non-Officer Stock Option 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, CA 94306-2155
                                 (650) 843-5000

                                                 CALCULATION OF REGISTRATION FEE
================================================================================================================================
================================================================================================================================
                                                      Proposed Maximum          Proposed Maximum                                
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price    Amount of Registration
      be Registered             Registered               Share (1)                     (1)                       Fee
========================== ====================== ========================= ========================== =========================
Stock Options and Common
Stock (par value $.001)        1,542,577  shares     $22.17 - $25.1875            $36,772,038                 $10,223
========================== ====================== ========================= ========================== =========================
(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 weighted  average exercise price for options granted pursuant to
     the Registrant's 1997 Non-Officer  Stock Option Plan and (b) the average of the high and low prices of Registrant's  Common
     Stock on October 23, 1998 as reported on the Nasdaq National Market.
The chart below details the calculations of the registration fee:
---------------------------------------- -------------------------------- ----------------------- --------------------
                                                                            Offering Price Per    Aggregate Offering
              Securities                        Number of Shares                  Share                  Price
---------------------------------------- -------------------------------- ----------------------- --------------------
Shares issuable pursuant to the 1995                                                                                  
Stock Option Plan                                   42,577                $25.1875 (1)(b)         $1,072,409
---------------------------------------- -------------------------------- ----------------------- --------------------
Shares issuable pursuant to                                                                                           
outstanding options under the 1997                                                                                    
Non-Officer Stock Option Plan                      689,850                  $22.17 (1)(a)         $15,293,975
---------------------------------------- -------------------------------- ----------------------- --------------------
Shares issuable pursuant to the 1997                                                                                  
Non-Officer Stock Option Plan                      810,150                $25.1875 (1)(b)         $20,405,654
---------------------------------------- -------------------------------- ----------------------- --------------------
Proposed Maximum Offering Price                                                                   $36,772,038
---------------------------------------- -------------------------------- ----------------------- --------------------
Registration Fee                                                                                  $10,223
---------------------------------------- -------------------------------- ----------------------- --------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Boole & Babbage,  Inc. (the "Company")
with the Securities and Exchange  Commission are  incorporated by reference into
this Registration Statement:

         (a) The  Company's  latest  annual report on Form 10-K filed for fiscal
year  end  September  30,  1997  pursuant  to  Sections  13(a)  or  15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and the
Registration  Statement on Form S-8 previously  filed with the Commission  (File
No. 333-02723).

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
Registration  Statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

         (d)  The  Company's  Current  Report  on Form  8-K as  filed  with  the
Commission on October 23, 1998 (File No. 000-13258).

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

          The  legality of the Common Stock  offered  hereby will be passed upon
for the Company by Cooley Godward LLP, Palo Alto, California ("Cooley Godward").
As of the date of this  prospectus,  certain  members of Cooley  Godward  own an
aggregate of approximately 2,000 shares of the Registrant's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware  General  Corporation Law the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such capacities,  including  liabilities  under the Securities
Act. The  Company's  By-laws  require the Company to indemnify its directors and
executive  officers,  and permit the Company to  indemnify  its other  officers,
employees and other agents,  to the extent  permitted by Delaware law. Under the
Company's  By-laws,  indemnified  parties are  entitled to  indemnification  for
negligence,  gross  negligence and otherwise to the fullest extent  permitted by
law. The By-laws also require the Company to advance litigation  expenses in the
case of stockholder derivative actions or other actions,  against an undertaking
by the indemnified  party to repay such advances if it is ultimately  determined
that the indemnified party is not entitled to indemnification.

         The Company  has entered  into  indemnity  agreements  with each of its
directors and executive officers.  Such indemnity  agreements contain provisions
which are in some respects broader than the specific indemnification  provisions
contained in Delaware law.
EXHIBITS
Exhibit
Number

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of PricewaterhouseCoopers, LLP, Independent Auditors.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

24.1     Power of Attorney is contained on the signature pages.

99.1     1995 Stock Option Plan.(1)

99.2     1997 Non-Officer Stock Option Plan.

99.3     Form of  Nonstatutory  Stock  Option under the 1997  Non-Officer  Stock
         Option Plan.

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

                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (a) 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;

                  (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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule  424(b)  (ss.  230.424(b)  of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective 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)(i) and (a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is contained  in periodic  reports  filed by the issuer  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) 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.
2.       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 Exchange
         Act) that is  incorporated by reference in the  Registration  Statement
         shall be  deemed to be a new  registration  statement  relating  to the
         securities  offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

3.       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 foregoing provisions,  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
         Securities Act and will be governed by the final  adjudication  of such
         issue.
SIGNATURES

         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 October 29,
1998.

                                               BOOLE & BABBAGE, INC.

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

         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 Officer       October 29, 1998
     Paul E. Newton                                       (Principal Executive Officer)

     /s/ Arthur F. Knapp, Jr.
--------------------------------------------              Chief Financial Officer (Principal          October 29, 1998
     Arthur F. Knapp, Jr.                                 Financial Officer)

--------------------------------------------              Director                                    October __, 1998
     Franklin P. Johnson, Jr.

     /s/ Johannes S. Bruggeling
--------------------------------------------              Director                                    October 29, 1998
     Johannes S. Bruggeling
/s/ Raymond E. Cairns
--------------------------------------------              Director                                    October 28, 1998
     Raymond E. Cairns                      

     /s/ Terry R. McGowan
--------------------------------------------              Director                                    October 28, 1998
     Terry R. McGowan

     /s/ Paul E. Newton
--------------------------------------------              Director                                    October 29, 1998
     Paul E. Newton

--------------------------------------------              Director                                    October __, 1998
     David Wright
EXHIBIT INDEX
Exhibit                                                                                                           
Number                                  Description                                   Sequential Page Number
5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of PricewaterhouseCoopers, LLP, Independent Auditors.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

24.1     Power of Attorney is contained on the signature pages.

99.1     1995 Stock Option Plan.(1)

99.2     1997 Non-Officer Stock Option Plan.

99.3     Form of  Nonstatutory  Stock  Option under the 1997  Non-Officer  Stock
         Option  Plan.
----------
(1)      Previously  filed as an Exhibit to the  Registration  Statement on Form
         S-8 filed on April 23, 1996. (File No. 333-02723)