Prospectus Supplement
(To Prospectus Dated May 2, 2000)
$500,000,000
5% Convertible Subordinated Notes due February 1, 2007
-------------------------
This prospectus supplement relates to the resale by the holders of
Rational Software Corporation 5% Convertible Subordinated Notes Due February
1, 2000 and the shares of common stock, $.01 par value per share, issuable
upon the conversion of the notes.
This prospectus supplement should be read in conjunction with, and may
not be delivered or utilized without, the prospectus dated May 2, 2000,
including any amendments or supplements thereto. The terms of the notes
are set forth in the prospectus.
The information in the table appearing under the heading "Selling
Securityholders" in the prospectus is amended by adding the information below
with respect to persons not previously listed in the prospectus or in any
amendments or supplements thereto, and by superceding the information with
respect to persons previously listed in the prospectus or in any amendments
or supplements thereto that are listed below:
<TABLE>
<CAPTION>
Principal
Amount at
Maturity of Number of
Notes Shares of
Beneficially Percentage of Common Stock Percentage of
Owned That Notes That May Common Stock
Name May Be Sold Outstanding Be Sold Outstanding
----------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Allstate Insurance
Company 2,125,000 0.43% 59,493 0.0%
Ariston Convertible
Securities Fund 700,000 0.14% 19,598 0.0%
Ariston Internet
Convertible Fund 25,000 0.01% 700 0.0%
Deutche Bank AG 5,167,000 1.03% 144,658 0.1%
Elf Aquitaine 300,000 0.06% 8,399 0.0%
First Union Securities
Inc. 3,100,000 0.62% 86,789 0.0%
Goldman Sachs and
Company 890,000 0.18% 24,917 0.0%
Key Asset Management
as agent for the Victory
Convertible Securities
Fund 1,000,000 0.20% 27,997 0.0%
Morgan Stanley Dean
Witter Convertible
Securities Trust 1,750,000 0.35% 48,994 0.0%
Oxford, Lord Abbet
& Co. 1,600,000 0.32% 44,795 0.0%
</TABLE>
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The Date of This Prospectus Supplement Is September 9, 2000.
