BMC SOFTWARE INC
8-K, 1995-10-10
PREPACKAGED SOFTWARE
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


                               ____________


                                 FORM 8-K


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

    DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  OCTOBER 6, 1995


                               ____________


                            BMC SOFTWARE, INC.

          (Exact name of registrant as specified in its charter)


            DELAWARE                      0-17136               74-2126120
  (State or other jurisdiction        (Commission File      (I.R.S. Employer
of incorporation or organization)          Number)         Identification No.)


                          2101 CITYWEST BOULEVARD
                              HOUSTON, TEXAS
                                77042-2827
                 (Address of principal executive offices)


    Registrant's telephone number, including area code: (713) 918-8800


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Item 5.   Other Events.
- -------   -------------

     On October 6, 1995,  BMC Software, Inc. (the "Company") released
preliminary financial results for the second quarter of its 1996 fiscal year.
The Company said that anticipated revenues for its second quarter ended
September 30, 1995, would be approximately $88,250,000, with net earnings in
the range of $25,750,000 and $26,750,000 and earnings per share of $.49 and
$.51. In the second quarter of 1995, the Company's revenues were $80,000,000,
with net earnings of $24,283,000 and earnings per share of $.48. The Company
said the anticipated revenues and earnings per share for the quarter were
approximately 9% and 12%, respectively, below the consensus analysts'
estimates. The Company expects to release complete financial results for the
second quarter on October 24, 1995.

     Max Watson, the Company's Chairman, President and Chief Executive Officer,
said that second quarter revenues were impacted primarily by product transition
issues and delays in closing large license transactions.  Mr. Watson said the
Company has not altered its internal planning model which provides for 20%
revenue growth and 20% earnings per share growth for its fiscal year ended
March 31, 1996, notwithstanding the September quarter's results.

      A copy of the press release issued on October 6, 1995, is attached
hereto as an exhibit and is incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.
- -------   ----------------------------------

(c)  Exhibits.

     99.1  Press Release of BMC Software, Inc. dated October 6, 1995,
           announcing preliminary financial results for the second
           quarter of its 1996 fiscal year.


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                                 SIGNATURE


     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.

                                   BMC SOFTWARE, INC.



Date:  October 6, 1995            By:     /s/ M. Brinkley Morse
                                          -----------------------------
                                  Name:   M. Brinkley Morse
                                  Title:  Secretary and General Counsel


                               -2-

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                               EXHIBIT INDEX



Exhibit
Number                   Description
- -------                  -----------
 99.1     Press Release of BMC Software, Inc. dated October 6,
          1995, announcing preliminary financial results for
          the second quarter of its 1996 fiscal year.



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                                                               EXHIBIT 99.1


[BMC LETTERHEAD]
- -----------------------------------------------------------------------------
     FOR IMMEDIATE RELEASE                                      NEWS RELEASE
     Investor Relations Contact:    Media Relations Contact:
     John Cox                       Lisa Cradit
     (713) 918-8800                 (713) 918-8800


              BMC SOFTWARE ANNOUNCES PRELIMINARY FINANCIAL RESULTS


     HOUSTON, Texas (October 6, 1995) - BMC Software, Inc. (BMCS) today
released preliminary financial results for the second quarter of its 1996
fiscal year.

     BMC said that anticipated revenues for its second quarter ended
September 30, 1995, would be approximately $88,250,000, with net earnings in
the range of $25,750,000 and $26,750,000 and earnings per share in the range
of $.49 and $.51. In the second quarter of fiscal 1995, BMC's revenues were
$80,000,000, with net earnings of $24,283,000 and earnings per share of $.48.
The Company said the anticipated revenues and earnings per share for the
quarter were approximately 9% and 12%, respectively, below the consensus
analysts' estimates. BMC expects to release complete financial results for
the second quarter on October 24, 1995.

     Max Watson, BMC Chairman, President and Chief Executive Officer, said
that second quarter revenues were impacted primarily by product transition
issues and delays in closing large license transactions. Mr. Watson said the
Company has not altered its internal planning model which provides for 20%
revenue growth and 20% earnings per share growth for its fiscal year ending
March 31, 1996, notwithstanding the September quarter's results.

     BMC has scheduled a conference call today at 4 p.m. CDT, for financial
analysts and others. Those interested in participating may call 415/904-7315.

     About BMC Software

     BMC Software, Inc. (NASDAQ: BMCS) is a leading developer and vendor of
Cooperative Enterprise Management Solutions that automate application and
data management across heterogeneous legacy and open systems environments.
BMC Software is cooperating with leading vendors throughout the

                                  -more-



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BMC SOFTWARE ANNOUNCES PRELIMINARY FINANCIAL RESULTS
ADD ONE


computer industry to provide its customers with integrated enterprise-wide
data, system, application and network management solutions. BMC Software has
a 15-year history of industry-leading product development for large-scale
computing environments. It is now leveraging this knowledge and strength in
the management and movement of data to introduce new solutions for
enterprise-wide computing. BMC Software is headquartered in Houston, Texas and
currently offers more than 80 products.



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BMC Software, the BMC Software logo and all other products or service names
are registered trademarks or trademarks of BMC Software, Inc. in the USA and
other select countries. The -Registered Trademark- and the -TM- symbols
indicate USA registration or USA trademarks. Other logos and products/trade
names are registered trademarks or trademarks of their respective companies.
BMC Software is an Equal Opportunity Employer. NR03295 CBT-XXX800




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