MISSION CRITICAL SOFTWARE INC
15-12G, 1999-08-03
PREPACKAGED SOFTWARE
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                    FORM 15

                  Certification and Notice of Termination of
                    Registration under Section 12(g) of the
  Securities Exchange Act of 1934 or Suspension of Duty to file Reports Under
         Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                     Commission File Number  000-26205
                                             ---------

                        Mission Critical Software, Inc.
                        -------------------------------
            (Exact name of registrant as specified in its charter)

      720 N. Post Oak Road, Suite 505, Houston, TX 77024, (713) 548-1700
      ------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                         Common Stock, $.001 par value
                         -----------------------------
           (Title of each class of securities covered by this Form)

                                     None
                                     ----
  (Titles of all other classes of securities for which a duty to file reports
                     under Section 13(a) or 15(d) remains)

     Please place an X in the box(es) or designate the appropriate rule
provision(s) relied upon the terminate or suspend duty by file reports:

          Rule 12g-4(a)(1)(i)   [X]      Rule 12h-3(b)(1)(ii)      [ ]
          Rule 12g-4(a)(1)(ii)  [ ]      Rule 12h-3(b)(2)(i)       [ ]
          Rule 12g-4(a)(2)(i)   [ ]      Rule 12h-3(b)(2)(ii)      [ ]
          Rule 12g-4(a)(2)(ii)  [ ]      Rule 15d-6                [ ]
          Rule 12h-3(b)(1)(i)   [ ]

Approximate number of holders of record as of the certification or notice date:
ONE HUNDRED THIRTY (130)

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Mission Critical Software, Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

Date: AUGUST 3, 1999          By:     /s/ Paul R. Tobias
                                  ------------------------------------
                                  Name:  Paul R. Tobias
                                         Wilson Sonsini Goodrich & Rosati
                                  Title: Member

Instructions:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any duly authorized person.  The name and title of the person
signing the form shall be typed or printed under the signature.


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