BMC SOFTWARE INC
10-Q, 1996-08-14
PREPACKAGED SOFTWARE
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-Q


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934



     For the quarterly period ended June 30, 1996

                                       OR

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

     For the transition period from            to
                                    ----------    ----------

     Commission file number 0-17136



                               BMC SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)


                    Delaware                               74-2126120
        (State or other jurisdiction of        (IRS Employer identification No.)
        incorporation or organization)




              BMC Software, Inc.
           2101 CityWest Boulevard
                Houston, Texas                                 77042
    (Address of principal executive officer)                 (Zip Code)
 
Registrant's telephone number including area code: (713)918-8800

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes  X    No
                                                   ----      ----

As of August 7, 1996, there were outstanding 50,241,321 shares of Common 
Stock, par value $.01, of the registrant.




<PAGE>


                      BMC SOFTWARE, INC. AND SUBSIDIARIES

                          Quarter Ended June 30, 1996


                                      INDEX

                                                                 PAGE
                                                                 ----
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements                                     3

          Condensed Consolidated Balance Sheets
          June 30, 1996 (Unaudited) and March 31, 1996             3

          Condensed Consolidated Statements of Earnings
          Three months ended June 30, 1996 and 1995 
          (Unaudited)                                              5


          Condensed Consolidated Statements of Cash Flows
          Three months ended June 30, 1996 and 1995
          (Unaudited)                                              6

          Notes to Condensed Consolidated Financial
          Statements                                               7

Item 2.   Management's Discussion and Analysis of Results
          of Operations and Financial Condition                    8

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                        18

          SIGNATURES                                              19






                                        2



<PAGE>


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                        BMC SOFTWARE, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (in thousands)



                                                  June 30,     March 31,
                                                    1996         1996
                ASSETS                          -----------    ---------
                                                (Unaudited)

Current assets:

     Cash and cash equivalents                  $  37,615     $  62,128

     Securities available for sale                  7,288         8,464

     Securities held to maturity                   44,898        59,566


     Trade accounts receivable, net                84,930        79,299

     Interest and other accounts receivable         9,448         7,723

     Prepaid expenses and other                     7,685         5,922

     Deferred income and other taxes                4,852         4,870
                                                 --------      --------

          Total current assets                    196,716       227,972
                                                 --------      --------

Property and equipment, net                       109,117       107,912

Software development costs, net                    28,558        25,840

Purchased software, net                            14,327        13,400

Securities available for sale                      37,891        39,281

Securities held to maturity                       215,662       182,593

Trade finance receivables, long-term               34,268         4,146

Deferred charges and other assets                   8,106         7,074
                                                 --------      --------

                                                $ 644,645     $ 608,218
                                                 --------      --------
                                                 --------      --------



  See accompanying notes to condensed consolidated financial statements.


                                        3


<PAGE>

                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share information)
                                   (continued)


                                                        June 30,      March 31,
                                                          1996          1996
                                                          ----          ----
                                                      (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
   Trade accounts payable                              $   7,665     $   8,417
   Accrued liabilities                                    31,555        52,544
   Taxes payable                                          11,823        16,595
   Current portion of deferred revenue                   113,072       106,641
                                                       ---------     ---------

       Total current liabilities                         164,115       184,197
                                                       ---------     ---------

Deferred revenue and other                                64,814        40,313
                                                       ---------     ---------

       Total liabilities                                 228,929       224,510
                                                       ---------     ---------

Stockholders' equity:
   Preferred stock, $.01 par value,
      1,000,000 shares authorized, none
      issued and outstanding                               --              --   
   Common stock, $.01 par value, 90,000,000
     shares authorized, 52,520,000 shares issued             525           525
   Additional paid-in capital                             67,940        67,888
   Retained earnings                                     428,947       401,775
   Foreign currency translation adjustment                    11            82
   Unrealized gain (loss) on securities available 
    for sale                                                (121)           82
                                                       ---------     ---------
                                                         497,302       470,352
 
   Less treasury stock (2,319,796 and 2,547,000
    shares, respectively)                                 79,342        84,480
          
   Less unearned portion of restricted
      stock compensation                                   2,244         2,164
                                                       ---------     ---------

           Total stockholders' equity                    415,716       383,708
                                                       ---------     ---------
                                                       $ 644,645      $608,218
                                                       ---------     ---------
                                                       ---------     ---------


See accompanying notes to condensed consolidated financial statements.


                                          4


<PAGE>


                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                      (in thousands, except per share data)
                                   (Unaudited)


                                                 Three Months Ended
                                                      June 30,
                                           1996                      1995
                                           ----                      ----
Revenues:
   Licenses                              $ 82,630                $  54,796 
   Maintenance                             43,420                   38,504 
                                         --------                ---------

       Total revenues                     126,050                   93,300 
                                         --------                ---------

Operating expenses:
   Selling and marketing                   37,526                   24,572 
   Research and development                17,859                   14,106
   Cost of maintenance services
     and product licenses                  14,014                   10,271
   General and administrative              10,595                    7,938

   Acquired research and
     development costs                     11,259                      ---
                                         --------                ---------

       Total operating expenses            91,253                   56,887
                                         --------                ---------

              Operating income             34,797                   36,413 

Other income                                4,294                    3,683
                                         --------                ---------

Earnings before taxes                      39,091                   40,096 

Income taxes                               11,919                   12,630
                                         --------                ---------

Net earnings                             $ 27,172                 $ 27,466
                                         --------                ---------
                                         --------                ---------

Earnings per share                       $   0.51                $    0.53
                                         --------                ---------
                                         --------                ---------

Shares used in computing           
  earnings per share                       53,119                   51,832
                                         --------                ---------
                                         --------                ---------



See accompanying notes to condensed consolidated financial statements.
                                        
                                        
                                        5


<PAGE>

                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
                                                                                
                                                            Three Months Ended
                                                                 June 30,
                                                            1996         1995
                                                            ----         ----

Cash flows from operating activities:
     Net earnings                                         $ 27,172     $ 27,466
     Adjustments to reconcile net earnings
       to net cash provided by operating
       activities:
         Acquired research and development costs            11,259         --  
          Depreciation and amortization                      8,582        6,572
          Net change in receivables,
            payables and other items                        13,874      (11,308)
                                                          --------      --------
               Total adjustments                            33,715       (4,736)
                                                          --------      --------
                 Net cash provided by operating activities  60,887       22,730
                                                          --------      --------
Cash flows from investing activities:
     Technology acquisitions                               (13,580)         --
     Purchased software and related assets                    (190)         --
     Capital expenditures                                   (5,269)      (3,594)
     Capitalization of software development costs           (5,910)      (4,177)
     Purchases of securities held to maturity              (60,783)     (31,241)
     Proceeds from securities held to maturity              25,415        1,227 
     (Increase) decrease in long-term finance receivables  (30,122)       1,285
                                                          --------      --------
                 Net cash used in investing activities     (90,439)     (36,500)
                                                          --------      --------
Cash flows from financing activities:             
     Earned portion of restricted 
          stock compensation                                   342          337
     Income tax reduction relating
          to stock options                                    --            660
     Stock options exercised and other                       5,648        1,148
     Treasury stock acquired                                  (880)      (5,862)
                                                          --------      --------
                 Net cash used in financing activities       5,110       (3,717)
                                                          --------      --------

Effect of exchange rate changes on cash                        (71)        (117)
                                                          --------      --------

Net change in cash and cash equivalents                    (24,513)     (17,604)

Cash and cash equivalents at beginning of period            62,128       39,494
                                                          --------      --------
Cash and cash equivalents at end of period                $ 37,615     $ 21,890
                                                          --------      --------
                                                          --------      --------

Supplemental disclosure of cash
  flow information:
          Cash paid for Income taxes                       $16,433     $  2,200
          Future cash payments for technology acquired       2,281          -- 




See accompanying notes to condensed consolidated financial statements.


                                       6

<PAGE>

                   BMC SOFTWARE, INC. AND SUBSIDIARIES        
              Notes to Condensed Consolidated Financial Statements


Note 1 - Basis of Presentation

     The accompanying condensed consolidated financial statements include the
accounts of BMC Software, Inc. and its wholly owned subsidiaries (collectively,
the "Company").  All significant intercompany balances and transactions have
been eliminated in consolidation.

     The accompanying unaudited interim condensed consolidated financial
statements reflect all adjustments (consisting of normal recurring accruals)
which, in the opinion of management, are necessary for a fair presentation of
the results for the interim periods presented.  These financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X.  Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting 
principles for complete financial statements.

     These financial statements should be read in conjunction with the Company's
annual audited financial statements for the year ended March 31, 1996, as filed
with the Securities and Exchange Commission on Form 10-K.

Note 2 - Earnings Per Share

     Earnings per share is based on the weighted average number of common shares
and common stock equivalents outstanding for the period.  For purposes of this
calculation, outstanding stock options and unearned restricted stock shares are
considered common stock equivalents using the treasury stock method.  Fully
diluted earnings per share is the same as, or not materially different from,
primary earnings per share and, accordingly, is not presented.

Note 3 - Technology Acquisitions

     The Company completed the acquisitions of assets of certain technology 
companies for an aggregate purchase price of approximately $13 million, 
including direct acquisition costs.  The Company accounted for these 
transactions using the purchase method of accounting.  During the quarter, 
the Company recorded an $11,259,000 charge ($7,318,000 net of income tax 
benefits), for acquired research and development costs.




                                       7

<PAGE>

                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition


Item 2.  Management's Discussion and Analysis of Results of Operations and
         Financial Condition

     This discussion comprises historical information for the periods covered,
followed by certain forward looking information and information about certain
risks and uncertainties that could affect the Company's future operating
results.  This discussion should be read in conjunction with the attached
consolidated financial statements and notes thereto and with the audited
financial statements and notes thereto, and the Management's Discussion and
Analysis of Results of Operation and Financial Condition, contained in the
Company's Form 10-K for fiscal 1996.

A.   HISTORICAL INFORMATION

          RESULTS OF OPERATION

     The following table sets forth, for the periods indicated, the percentages
that selected items in the Condensed Consolidated Statements of Earnings bear to
total revenues.  The year to year comparisons of financial results are not
necessarily indicative of future results.

                                             Percentage of Total Revenues
                                             ----------------------------
                                                  Three Months Ended  
                                                      June 30,  
                                                  1996           1995 
                                                  ----           ----
     
Revenues:
  License                                         65.6%          58.7%
  Maintenance                                     34.4           41.3
                                                 -----          -----
    Total revenues                               100.0          100.0

Operating expenses:
  Selling and marketing                           29.8           26.4 
  Research and development                        14.2           15.1 
  Cost of maintenance services 
     and product licenses                         11.1           11.0
  General and administrative                       8.4            8.5   
  Acquired research and development costs          8.9            --
                                                 -----          -----

Operating income                                  27.6           39.0 

Other income                                       3.4            3.9      
                                                 -----          -----
Earnings before taxes                             31.0           42.9 

Income taxes                                       9.5           13.5 
                                                 -----          -----
Net earnings                                      21.5%          29.4%
                                                 -----          -----
                                                 -----          -----


                                      8

<PAGE>

                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                                   (continued)


REVENUES
                                                     Three Months Ended
                                                          June 30,
                                                     ------------------
                                                       (in thousands)


                                             1996         1995         Change
                                             ----         ----         ------
North American license revenues         $   55,728     $ 34,296        62.5 %
International license revenues              26,902       20,500        31.2 %
                                        ----------     --------

Total license revenues                      82,630       54,796        50.8 %

Maintenance revenues                        43,420       38,504        12.8 %
                                        ----------     --------

Total revenues                          $  126,050     $ 93,300        35.1 %
                                        ----------     --------
                                        ----------     --------

LICENSE REVENUES

     The Company's license revenues include fees generated from (a) the 
initial licensing of a copy of a software product, (b) central processing 
unit ("CPU") tier and millions of instructions per second ("MIPS") capacity 
license upgrade fees, which allow the customer to run an already-licensed 
product on additional processing capacity that is either currently needed or 
is anticipated to be needed in the future and (c) license restructurings, 
wherein a customer pays a fee to relicense its installed base of products at 
current volume-based discount levels, which has the affect of increasing the 
discounts of record applicable to the customer's installed base of products 
that are used in calculating future maintenance and upgrade charges.   For 
the Company's mainframe product lines, these various fees are calculated 
based on the processing capacity as measured by CPU tier or by the aggregate 
MIPS on which the Company's products are running. The license fees for the 
Company's open systems product lines are based on the number of servers to 
which the products are licensed and the processor speed of those servers.  
All license fees, upgrade fees, including those for future additional 
processing capacity, and restructuring fees are recognized as revenue when 
the license agreement is executed and the applicable products (if any, in the 
case of upgrade fees) have been delivered.

     License revenues in the quarter increased over the prior year quarter
primarily as a result of higher initial license fees for both the Company's
mainframe and open systems products.  The mainframe license growth is largely
attributed to customers' acceptance of the Company's Extended Performance line
of high performance utility products for IBM's IMS and IMS/VS Fast Path
subsystems.  These products were introduced in the second half of fiscal 1996.  


                                      9

<PAGE>

                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                                   (continued)


     North American license revenues increased primarily as a result of
increased license fees for the Company's mainframe and open systems products and
an increase in upgrade fees for future additional processing capacity.  Over
half of the North American license revenues recognized in the quarter ended June
30, 1996 was derived from initial enterprise license agreements or the expansion
of existing enterprise license agreements, as described below.  

     Increased sales of the Company's open systems products and upgrade fees for
current additional processing capacity contributed to the growth in
international license revenues.  Regionally, the Company's European and Japanese
operations showed strong growth as compared to the year-ago quarter.  The
Asia/Pacific and Latin American operations posted weaker results due to
transitional issues as the Company establishes direct-sales offices in several
countries in these regions to complement its network of indirect sales agents
and distributors. Foreign currency fluctuations reduced international license
revenue growth by approximately 3%, as compared to the quarter ended June 30,
1995.

     The Company's mainframe license revenues, which comprised approximately 
82% and 90% of total license revenues for the quarters ended June 30, 1996 
and 1995, respectively, have been and continue to be increasingly dependent 
upon large enterprise license transactions with the Company's  active 
customers.  These customers are typically large corporations, governmental 
entities and other similarly sized organizations who are heavily reliant on 
their mainframe-based data centers and derive significant benefit from the 
Company's products.  An enterprise license agreement allows the customer to 
run an unlimited number of copies of a product on its CPUs without regard to 
their size, subject to a maximum limit on the aggregate power of the CPUs and 
a specified time period.  At specified intervals during the term of the 
agreement, or in some cases at the end of the term, the licensee is required 
to pay additional charges if the processing capacity on which the licensed 
products are being used exceeds the stipulated level.  The license fees 
associated with these large transactions typically include a significant 
amount of upgrade fees for future additional processing capacity and, to a 
lesser degree,  restructuring fees.  For the fiscal quarters presented, the 
aggregate of these fees represented 22% of total revenues.  The failure of 
the Company to consummate one or more of these large transactions in any 
given quarter could materially impact the operating results for that period.

MAINTENANCE REVENUES

     Maintenance revenues represent annual maintenance fees charged  to
perpetual license customers  entitling them to product enhancements, technical
support services and ongoing compatibility with third-party  operating systems, 
subsystems and applications. Maintenance  charges are generally 15% to 20% of
the  license fee  for the  product at  the time  of renewal.  Maintenance
revenues  also  include the pro rata recognition of bundled  fees for  first-
year  maintenance services covered by certain related perpetual  license
agreements. All  maintenance fees  are deferred at the time of billing  and
recognized  ratably over the  term of the agreement. The  Company  intends  to 
continue  to  invest heavily in product maintenance and support  and  
believes  that  maintaining  its  reputation for superior product support is 
a key component of its value pricing model.
                                        

                                       10

<PAGE>

                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                                   (continued)
                                        
 
     For the quarter ended June 30, 1996, maintenance revenues increased over 
the prior-year quarter as a result of the continued growth in the base of 
installed products and the CPU capacity on which they run and the continued 
high level of maintenance renewal rates.  Maintenance revenue in a particular 
period is impacted by the level of license revenue in the preceding periods, 
the bundled fees for first-year maintenance, customer mergers and outsourcing 
arrangements and restructuring activity.  As discussed under "License 
Revenues" above, restructuring fees entitle a customer to higher, 
volume-based discounts that apply to future maintenance and other charges.  
This increased level of discounts has contributed significantly to the 
reduction in the maintenance revenue growth rate over the past several years.

PRODUCT LINE REVENUES

     The Company's database management product lines comprise the administrative
tools and high performance utilities for IBM's IMS and DB2 mainframe database
management systems.  These product lines contributed approximately 66% of total
revenues and 64% of license revenues for the quarter ended June 30, 1996, as
compared to 73% and 75% of total and license revenues, respectively, in the
comparable, prior-year quarter.  These product lines showed combined total
revenue growth of 22% and license revenue growth of 28% as compared to the first
fiscal quarter of the prior fiscal year.

     The open systems product lines, including the PATROL application and
database management products, the PATROL DB data administration and management
products and the backup and recovery utilities from DataTools, Inc. (for whom
the Company acts as an exclusive distributor) represent the Company's fastest-
growing product lines.  In the aggregate, both total and license revenues from
these products grew approximately 160% as compared to the quarter ended June 30,
1995.  These products contributed 13% of total revenues and 17% of license
revenues for the first quarter of fiscal 1997.  For the first quarter of fiscal
1996, these products contributed 7% and 10% of total and license revenues,
respectively.





                                       11
<PAGE>



                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                                   (continued)


EXPENSES

                                              Three Months Ended  
                                                    June 30,
                                                    --------
                                                (in thousands)

                                                1996      1995     Change
                                                ----      ----     ------

Selling and marketing                        $ 37,526   $ 24,572    52.7%   
Research and development                       17,859     14,106    26.6%   
Cost of maintenance services
 and product licenses                          14,014     10,271    36.4%   
General and administrative                     10,595      7,938    33.5%   
Acquired research and
 development costs                             11,259       --       N/A
                                             --------   --------

      Total operating expenses               $ 91,253   $ 56,887
                                             --------   --------
                                             --------   --------



SELLING AND MARKETING EXPENSES

     Selling and marketing expenses represented the largest absolute and 
percentage growth of any other operating expenses, increasing by $12,954,000 
or 53%. The growth was primarily fueled by increased personnel costs and 
sales commissions.  Personnel costs increased as the result of a 36% increase 
in headcount from June 30, 1995 to June 30, 1996, which was balanced 
approximately equally between its North American and international 
operations.  Sales commissions increased as a direct result of the 51% 
increase in license revenues.  Other contributors to the increase were 
agent/distributor commissions and travel expenses.  As a percentage of total 
revenues, selling and marketing expenses increased from 26% in the first 
quarter of fiscal 1996 to 30% in the first quarter of fiscal 1997.  This 
increase is primarily attributable to the headcount and travel expense 
increases.

RESEARCH AND DEVELOPMENT EXPENSES

     Research and development expenses increased primarily due to the 
addition of permanent and contract personnel who were hired to develop new 
product offerings and, to a lesser extent, support existing products.  
Research and development headcount from June 30, 1995 to June 30, 1996, 
including contract developers, increased by 35%.  These increases have been 
offset by a 41% increase in software capitalization and by decreases in 
hardware costs within the Company's data center.  For the first quarter of 
fiscal 1997, the Company capitalized $5,910,000 in software development 
costs.  In the first quarter of fiscal 1996, the Company capitalized 
$4,177,000 in software development costs.

                                       12



<PAGE>


                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                                   (continued)
                                        
     Over the last two fiscal years, the Company has supplemented its 
internal product development efforts with acquisitions of several companies 
and technologies, including the base technologies for the PATROL product 
lines.  The Company's acquisition strategy in general has been to acquire 
emerging technologies, rather than established companies, and to 
significantly enhance, fortify, expand and integrate the acquired technology. 
See "-Acquired Research and Development Costs" below.
 
COST OF MAINTENANCE SERVICES AND PRODUCT LICENSES

     Cost of maintenance services and product licenses expenses consist of 
amortization of purchased and internally developed software, costs associated 
with technical support operations and royalty fees.  These costs have 
increased in the first quarter of fiscal 1997 primarily as a result of 
increased product licenses costs due to increased amortization of purchased 
and internally developed software and increases in royalty fees.  During the 
first quarter of fiscal 1997, the Company accelerated the amortization of 
some of its older products which also led to the increase in cost of 
maintenance services and product licenses.  As a percentage of total 
revenues, these expenses have remained constant, at 11%, relative to the 
first quarter of fiscal 1996.

     For the first quarter of fiscal 1997, the Company's amortization of 
internally developed software costs totaled  $3,192,000 versus $2,513,000 in 
the first quarter of fiscal 1996.

GENERAL AND ADMINISTRATIVE EXPENSES

     The Company's general and administrative expenses increased by 
$2,657,000 in the first quarter of fiscal 1997 as compared to the first 
quarter of fiscal 1996.  The increase is primarily related to personnel costs 
associated with a 13% increase in headcount.   The Company also incurred a 
significant increase in professional fees and management bonuses.  As a 
percentage of total revenues, general and administrative expenses remained in 
the 8 to 9% range in the first quarter of fiscal 1997.  

ACQUIRED RESEARCH AND DEVELOPMENT COSTS

     During the first quarter of fiscal 1997, the Company completed the 
acquisitions of assets (including in-process research and development) of 
certain technology companies for an aggregate purchase price of approximately 
$13 million, including direct acquisition costs.  The Company accounted for 
these transactions using the purchase method of accounting.  During the 
quarter, the Company recorded an $11,259,000 charge ($7,318,000 net of income 
tax benefits), for acquired research and development costs.  

OTHER INCOME

     For the first quarter of fiscal 1997, other income was $4,294,000, 
reflecting an increase of 17% over $3,683,000 of other income in the same 
quarter of fiscal 1996.   Other income consists primarily of interest earned 
on tax-exempt municipal securities, auction preferred stock, Eurodollar 
deposits, corporate debt securities, financed receivables and money market 
funds.  The increase in other income is primarily due to the increase in cash 
available for investment.


                                       13



<PAGE>


                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                                   (continued)
                                        
INCOME TAXES

     For the first quarter of fiscal 1997, income tax expense was $11,919,000,
compared to $12,630,000 for the same quarter in fiscal 1996.  The Company's
income tax expense represents  the  federal  statutory rate of 35%, plus certain
state taxes, reduced  by  the  benefit  from  the  Company's Foreign Sales
Corporation, the effect of tax exempt interest earned from cash investments, the
effect of tax deductions on certain technology acquisitions and foreign income
taxes.  Excluding the impact of technology acquisitions, the Company's effective
income tax rate for the three months ended June 30, 1996 and 1995 approximated
32%.


LIQUIDITY AND CAPITAL RESOURCES

     The Company has financed its growth through funds generated from
operations.  As of June 30, 1996, the Company had cash, cash equivalents and
investment securities of $343,354,000.    

     During the quarter ended June 30, 1996, the Company did not repurchase any
shares of its common stock in open market transactions.  As of June 30, 1996,
the Company was authorized to repurchase 2,785,000  shares.    

     The Company believes that existing cash balances and funds generated from
operations will be sufficient to meet its liquidity requirements for the
foreseeable future.


B.   FORWARD LOOKING INFORMATION AND CERTAIN RISKS AND UNCERTAINTIES THAT  COULD
     AFFECT FUTURE OPERATING RESULTS.

     The forward looking statements made in the above Management's Discussion
and Analysis of Results of Operations and Financial Condition include 
statements regarding the continued significance of enterprise license
transactions and the Company's ability to meet its future liquidity 
requirements.

     Numerous  important factors affect the Company's operating results and
could cause the  Company's  actual  results  to differ  materially  from  the 
results indicated in this discussion or in any other forward looking statements
made by, or  on behalf of the Company. There can be no assurance that future
results will meet expectations.  These important  factors include,  but are  not
limited  to, those  described in the  following paragraphs.
     
     
                                       14



<PAGE>
     
     
     
                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                                   (continued)
                                        

     Future revenues, earnings and stock prices may be subject to wide 
swings, particularly on a quarterly basis in response to variations in 
operating and financial results, perceived revenue growth rates and other 
factors.  The stock price of software companies in general, and the Company 
in particular, is primarily based on expectations of future revenue and 
earnings growth.  The Company's stock price has been highly volatile over the 
last several years.  Any failure of revenues or earnings to meet expected 
levels in a period would likely have a significant adverse effect on the 
Company's stock price.   The timing and amount of the Company's license 
revenues are subject to a number of factors that make estimation of operating 
results prior to the end of a quarter extremely uncertain.  The Company 
generally operates with little or no sales backlog and, as a result, license 
revenues in any quarter are dependent on contracts entered into or orders 
booked and shipped in that quarter.  Most of the Company's sales are closed 
at the end of each quarter, and there has been and continues to be a trend 
toward larger single enterprise license transactions, which can have extended 
sales cycles and are less predictable.  The timing of closing large license 
agreements also increases the risks of quarter-to-quarter fluctuations and 
the uncertainty of estimating quarterly operating results.  Failure to close 
an expected individually significant transaction could cause the Company's 
revenues and earnings in a period to fall short of expectations.  The Company 
generally does not know whether revenues and earnings will meet expected 
results until the last days of a quarter.

     CPU upgrade fees and enterprise license transactions are a substantial 
and integral component of the Company's mainframe business, and the 
percentage of license revenues contributed by enterprise license transactions 
has increased over the last three fiscal years.  In the first quarter of 
fiscal 1996 and 1997, the enterprise license fees for future additional  
processing capacity  and license restructurings comprised 22% of total 
revenues.  The Company's future operating results are dependent upon 
customers' continued requirements for, and investment in, their mainframe 
systems software and customers' continually increasing need to use the 
Company's existing software products on substantially greater mainframe 
processing capacity. The Company believes that the demand for enterprise 
licenses has been driven by customers' re-commitment over the last 18 to 24 
months to the MVS mainframe platform for large scale, transaction intensive 
information systems.  Whether this trend will continue is difficult to 
predict.  There can be no assurance that these trends of MIPS growth and of 
customers using the Company's current mainframe products on more powerful 
computers will continue or that demand for enterprise license transactions 
will be sustained.

      The Company derives approximately 90% of its total revenues from software
products for  IBM and IBM-compatible mainframe computers. IBM is attempting to
reduce the overall software  costs  associated  with  the MVS  mainframe 
platform  and  is continuing  to  enhance its  utilities for  IMS  and DB2  to
provide  lower cost alternatives to those provided  by BMC and  other
independent software  vendors. The  Company has traditionally maintained 
sufficient performance and functional advantages over IBM's base utilities,
although  there can be no assurances  that it will continue to maintain such
advantages.
     
     
                                       15


     
     
<PAGE>
     
     
                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                                   (continued)
                                        
     Upgrade fees have historically provided approximately 25% of the Company's
total revenues.  The  charging of  upgrade fees  based on  CPU  tier
classifications  is standard among mainframe systems software vendors, including
IBM. The  pricing  of mainframe  systems  software, including  the  charging  of
tier-based  upgrade  fees  or  other  capacity-based  fees,  is  under continued
pressure from customers.  The Company believes its current pricing  policies 
most  properly  reflect the  value  provided  by  its products.  IBM provides
alternatives  to tier-based pricing  with respect to its large mainframe CPUs 
and is  attempting to reduce  the costs  of its  mainframe systems  software to
increase the overall  cost competitiveness of its mainframe computing platforms.
These actions have  increased pricing pressures within  the mainframe systems
software markets. The advent of IBM's "Sysplex" pricing of its mainframe systems
software when installed in a complex of coupled mainframe CPUs may  additionally
increase these  pricing  pressures. If  changes  in mainframe systems software
pricing or increased competition were to result in  significant price  decreases
that were  not offset by sales  volume increases, the Company's business and
financial results would be adversely affected.

     Future operating results are also dependent on sustained improvement of 
the Company's international operating results, which have been inconsistent over
the last three fiscal years. The Company's operations and financial results
could be significantly  adversely  affected  by  factors  associated  with 
international operations, including changes in foreign currency exchange rates, 
uncertainties relative  to regional  economic circumstances  and difficulties 
in staffing and managing international operations.
     
     Operating income as a percentage of revenues, excluding the impact of
acquired research and development costs  ("Operating Margins"),  remained
relatively  unchanged in the first quarter of fiscal 1996 and 1997.  Since the
Company's costs are to a large extent fixed in the short term and  are planned 
primarily based on sales forecasts,  failure to achieve planned revenue growth
in a  period would  likely have a  material adverse  affect on  Operating
Margins  and net earnings. The Company  has increased its spending significantly
in fiscal  1996 and in the first quarter of fiscal 1997 on  its  open systems 
initiatives,  with the  investment  being targeted to research and development,
sales and pre-sales personnel. The Company intends  to  continue such  increased
investment, which  will  place additional pressure on its Operating Margins,
particularly if revenue expectations are  not met  by its open systems products.
The  Company's financial model in fiscal 1997 included a reduction  in Operating
Margins  in the first  two quarters,  with expenses  increasing more rapidly
than revenues. Sales, support and distribution costs for client/server software
products are generally higher, as a  percentage of sales, than for mainframe
products, because of lower unit prices, more widely dispersed  customers  and 
prospects  and intense  competition.  The  Company is developing indirect
channels through major open systems vendors to increase  its coverage  and
presence in open systems markets in a cost effective manner. There can be no
assurance that this strategy will be effective, however. Although  the Company 
has made significant progress in implementing reseller and distribution
arrangements for PATROL, open systems indirect sales were not material in the
first quarter of fiscal 1997.  If the Company's  direct sales force remains the
primary channel for its client/server products, its cost of sales will likely
increase and Operating Margins could be reduced.
      
     
                                       16


<PAGE>
     
     
     
                       BMC SOFTWARE, INC. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition
                                   (continued)

     The Company's  ability to  sustain  growth depends  in  part on  the 
timely development or acquisition of successful new and updated products. The 
Company's growth  prospects are dependent  upon the success of  its open 
systems products. Software development is,  however, a complex  and creative 
process that can  be difficult  to accurately schedule  and predict, and  the 
Company has experienced long development  cycles and  product delays  in the  
past and expects to  have delays  in  the  future.  Delays  in  new  
mainframe  or client/server  product introductions or less-than-anticipated 
market  acceptance of these new  products are  possible and  would have  an 
adverse effect  on the Company's revenues and earnings. New  products  or  
new  versions of  existing products  may,  despite testing, contain 
undetected errors  or bugs that will delay  the introduction or adversely 
affect commercial acceptance of such products. The  Company's strategic plans 
and business  models contemplate significant revenue growth from  its open 
systems product families.  This market is highly dynamic and  is 
characterized by rapid change and  intense competition.  Many of the  
Company's competitors and  potential competitors have significantly greater 
financial, technical,  sales and marketing resources than the  Company and 
greater experience in open systems development and sales. A key factor in 
determining the  success of the  Company's products, particularly its open  
systems offerings, will be its ability to interoperate and perform well with 
existing and future leading  database management systems and other systems 
software  products  supported  by  the  Company's  products.  While  the 
Company believes  its  products  that  address   this  market,  including  
those under development,   will  compete   effectively,  this  market  will 
be  relatively unpredictable over  the  next few  years  and there  can  be 
no assurance  that anticipated  results  will be  achieved.  The  emergence  
of the Internet and enterprise intranets  as potential  alternatives to  the 
client/server paradigm heightens such unpredictability.
     
     Litigation seeking  to  enforce patents,  copyrights  and trade  secrets 
is increasing  in the  software industry.  There can be  no assurance  that a
third party will not assert that its patents or other proprietary rights are 
violated by  products offered by the Company. Any such claims, with or without
merit, can  be time consuming and expensive  to defend and could  have an
adverse effect  on the  Company's  business, results  of  operations, financial 
position  and cash flows.


                                       17



<PAGE>

                        BMC SOFTWARE, INC. AND SUBSIDIARIES
                            PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

          The Company filed a lawsuit styled BMC SOFTWARE, INC. VS. PEREGRINE 
SYSTEMS, INC. ET AL., Cause No. 95-10161, in the 200th Judicial District 
Court of Travis County, Texas, in August 1995. The lawsuit seeks an 
injunction prohibiting seven former employees and their employer, among other 
things, from using the Company's confidential information and trade secrets 
in the development of products similar to the products on which they worked 
while employed by the Company. The defendants have filed several 
counterclaims against the Company, alleging that the Company has tortiously 
interfered with Peregrine Systems, Inc.'s business relations, breached its 
nondisclosure agreements with the individual defendants, violated Section 
15.05(a) of the Texas Free Enterprise and AntiTrust Act and misappropriated 
certain trade secrets and confidential information belonging to 
Peregrine/Bridge Transfer Corporation in violation of a confidentiality 
agreement between the Company and Peregrine Systems, Inc. The defendants' 
counterclaims seek injunctive relief preventing the Company from using 
Peregrine/Bridge Transfer Corporation's trade secrets and confidential 
information allegedly disclosed to the Company, a declaratory judgment that 
the Company's trade secrets and confidential information allegedly disclosed 
to the Company, a declaratory judgment that the Company's trade secrets and 
confidential information at issue are unqualified for protection as trade 
secrets or confidential information and actual and exemplary monetary 
damages. Management believes the ultimate resolution of the above matters 
will not be material to the Company's financial condition.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K


          (a)  EXHIBITS.

               None


          (b)  REPORTS ON FORM 8-K.

               None






                                      18


<PAGE>



                                   SIGNATURES
                                        

     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 thereunto duly authorized.

                              BMC SOFTWARE, INC.
                                        
                                        
Date:  August 14, 1996          By: /s/ Max P. Watson Jr.
       ------------------           ------------------------------------
                                    Max P. Watson Jr.
                                    Chairman of the Board, President and
                                    Chief Executive Officer


Date:  August 14, 1996          By: /S/ Kevin M. Klausmeyer
       ------------------           ------------------------------------
                                    Kevin M. Klausmeyer 
                                    Chief Accounting Officer




                                       19

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE
MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          37,615
<SECURITIES>                                   305,739
<RECEIVABLES>                                  122,266
<ALLOWANCES>                                     3,068
<INVENTORY>                                          0
<CURRENT-ASSETS>                               196,716
<PP&E>                                         149,571
<DEPRECIATION>                                  40,454
<TOTAL-ASSETS>                                 644,645
<CURRENT-LIABILITIES>                          164,115
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           525
<OTHER-SE>                                     415,191
<TOTAL-LIABILITY-AND-EQUITY>                   644,645
<SALES>                                         82,630
<TOTAL-REVENUES>                               126,050
<CGS>                                           14,014
<TOTAL-COSTS>                                   91,253
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 39,091
<INCOME-TAX>                                    11,919
<INCOME-CONTINUING>                             27,172
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,172
<EPS-PRIMARY>                                      .51
<EPS-DILUTED>                                      .51
        

</TABLE>


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