RATIONAL SOFTWARE CORP
8-K, 1998-10-19
PREPACKAGED SOFTWARE
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                                  UNITED STATES
                        SECURITIES & EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                     FORM 8-K


                    CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                             OF THE SECURITIES ACT OF 1934

     Date of Report (Date of earliest event reported):  October 14, 1998

                             --------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                        0-12167             54-1217099

(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
       of incorporation)                                 Identification No.)


           18880 HOMESTEAD ROAD, CUPERTINO, CA                   95014
          ------------------------------------------------------------  
          (Address of principal executive office)           (Zip Code)


    Registrant's telephone number, including area code:   (408) 863-9900

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

                                  (Not Applicable)
          ------------------------------------------------------------  
          (Former name or former address, if changed since last report)



<PAGE>













Item 5.  Other Events

        On October 14, 1998, the Board of Directors of Rational Software 
Corporation (the "Company") authorized the Company to institute a stock 
repurchase program whereby up to six million shares of its common stock 
may be repurchased in the open market from time to time.  A copy of the 
press release related to such program is attached hereto as Exhibit 
99.1 and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

99.1 Press Release dated October 14, 1998 released by the Company

        Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.

                                                RATIONAL SOFTWARE CORPORATION
                                                (Registrant)

October 16, 1998                                /s/ Timothy A. Brennan
                                                Timothy A. Brennan,
                                         Chief Financial Officer and Secretary















                                     EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contacts: Timothy A. Brennan, Chief Financial Officer
        (408) 863-4500
        E-mail  [email protected]

        Brian Moore, Treasurer
        (408) 863-4500
        E-mail  [email protected]


RATIONAL SOFTWARE CORPORATION PLANS STOCK REPURCHASE

Cupertino, Calif.  (October 14, 1998) -- Rational Software Corporation 
(NASDAQ: RATL) announced today that it has been authorized by its board 
of directors to institute a stock repurchase program whereby up to six 
million shares of its common stock may be repurchased in the open 
market from time to time.

Tim Brennan, the company's chief financial officer, stated that "The 
stock acquired under this repurchase program will be used for general 
corporate purposes and should help offset dilution from stock issued 
under the company's stock option and stock purchase plans.





ABOUT RATIONAL SOFTWARE CORPORATION

Rational Software Corporation (NASDAQ: RATL) is the market leader in 
ensuring the success of customers who depend on their ability to 
develop and deploy software for technical, embedded, Web, e-commerce, 
and enterprise information systems. Rational had revenues of $311 
million for its fiscal year that ended in March 1998, and employs over 
1850 people worldwide. Rational's comprehensive solution addresses the 
major challenges faced by customers developing the mission-critical 
software applications that they depend on. Rational's solution 
substantially improves the effectiveness and productivity of software 
development teams, enabling them to reduce development time and improve 
quality. For more information, visit Rational's Website at 
http://www.rational.com.

                                 # # # # #

The word "Rational" and Rational's products are trademarks of Rational 
Software Corporation.  References to other companies and their products 
use trademarks owned by the respective companies and are for reference 
purposes only.

For more information contact:
Rational Software Corporation, 18880 Homestead Road, Cupertino, CA   95014
Tel. (408) 863-9900 or (800) 728-1212; Fax (408) 863-4120
Fax-on-demand: 1-800-758-5804  Pin: 113375
E-mail: [email protected]; Web: www.rational.com





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