United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Name of Issuer - Rational Software Corp.
Title or Class of Securities - Common Stock
CUSIP Number - 75409P202
Check the following box if a fee is being paid with this statement [ ].
<PAGE>
Cusip No. 75409P202
Page 2 of 8 Pages
1. Name of Reporting Person (S.S. or I.R.S. Identification No. of above
person)
American Century Companies, Inc. - 43-1325032
2. Check the appropriate box if a member of a group* - N/A
3. SEC Use Only
4. Citizenship or place of organization
Delaware
5. Sole voting power
N/A
6. Shared voting power
N/A
7. Sole dispositive power
N/A
8. Shared dispositive power
N/A
9. Aggregate amount beneficially owned by each reporting person
N/A
10. Check box if the aggregate amount in Row (9) excludes certain shares - N/A
11. Percent of class represented by amount in Row 9
N/A
12. Type of reporting person*
HC
<PAGE>
Cusip No. 75409P202
Page 3 of 8 Pages
1. Name of Reporting Person (S.S. or I.R.S. Identification No. of above
person)
American Century Investment Management - 44-0640487
2. Check the appropriate box if a member of a group* - N/A
3. SEC Use Only
4. Citizenship or place of organization
Delaware
5. Sole voting power
N/A
6. Shared voting power
N/A
7. Sole dispositive power
N/A
8. Shared dispositive power
N/A
9. Aggregate amount beneficially owned by each reporting person
N/A
10. Check box if the aggregate amount in Row (9) excludes certain shares
N/A
11. Percent of class represented by amount in Row 9
N/A
12. Type of reporting person*
IA
<PAGE>
Cusip No. 75409P202
Page 4 of 8 Pages
1. Name of Reporting Person (S.S. or I.R.S. Identification No. of above
person)
American Century Mutual Funds, Inc. - 44-6006315
2. Check the appropriate box if a member of a group* - N/A
3. SEC Use Only
4. Citizenship or place of organization
Maryland
5. Sole voting power
N/A
6. Shared voting power
N/A
7. Sole dispositive power
N/A
8. Shared dispositive power
N/A
9. Aggregate amount beneficially owned by each reporting person
N/A
10. Check box if the aggregate amount in Row (9) excludes certain shares
N/A
11. Percent of class represented by amount in Row 9
N/A
12. Type of reporting person*
IV
<PAGE>
Cusip No. 75409P202
Page 5 of 8 Pages
1. Name of Reporting Person (S.S. or I.R.S. Identification No. of above
person)
James E. Stowers, Jr. - ###-##-####
2. Check the appropriate box if a member of a group* - N/A
3. SEC Use Only
4. Citizenship or place of organization
United States
5. Sole voting power
N/A
6. Shared voting power
N/A
7. Sole dispositive power
N/A
8. Shared dispositive power
N/A
9. Aggregate amount beneficially owned by each reporting person
N/A
10. Check box if the aggregate amount in Row (9) excludes certain shares
N/A
11. Percent of class represented by amount in Row 9
N/A
12. Type of reporting person*
IN
<PAGE>
SCHEDULE 13G
Item 1(a). NAME OF ISSUER
Rational Software Corp.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
2800 San Tomas Expressway
Santa Clara, CA 95051-0951
Item 2(a). NAME OF PERSONS FILING
American Century Companies, Inc., on its behalf and on behalf of:
American Century Investment Management, Inc.
American Century Mutual Funds, Inc.
James E. Stowers, Jr.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
4500 Main Street, P.O. Box 418210, Kansas City, MO 64141-9210
Attn: David H. Reinmiller
Item 2(c). CITIZENSHIP
Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES
Common Stock
Item 2(e). CUSIP NO.
75409P202
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d- 1(b) OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A
(g) [ X ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G) (Note: See Item 7).
Item 4. OWNERSHIP
(a) Aggregate amount beneficially owned:
N/A
(b) Percent of class:
N/A
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
N/A
(ii) shared power to vote or to direct the vote:
N/A
(iii)sole power to dispose or to direct the disposition of:
N/A
(iv) shared power to dispose or to direct the disposition of:
N/A
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
See attached Exhibit A.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
Item 9. NOTICE OF DISSOLUTION OF GROUP
N/A
Item 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 4, 1998 AMERICAN CENTURY COMPANIES, INC.
DATE
By: /s/ William M. Lyons
William M. Lyons
President
<PAGE>
EXHIBIT A
Rule 13d-1(f)(1)(iii) Agreement
Each of the undersigned hereby agrees and consents to the execution and
joint filing on its or his behalf by American Century Companies, Inc. of this
Schedule 13G respecting the beneficial ownership of the securities of which are
the subject of this schedule at December 31, 1997.
Dated this 4th day of February, 1998.
American Century Companies, Inc.
By: /s/ William M. Lyons
William M. Lyons
President
American Century Investment Management, Inc.
By: /s/ William M. Lyons
William M. Lyons
Executive Vice President
American Century Mutual Funds, Inc.
By: /s/ Patrick A. Looby
Patrick A. Looby
Vice President
/*/ James E. Stowers, Jr.
James E. Stowers, Jr.
Under Power of Attorney dated 2/3/97
on file with Schedule 13G for
U.S. Robotics, Inc. filed 2/3/97
