SC TO-C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

QUEST SOFTWARE, INC.

(Name of Subject Company - Issuer and Filing Person - Offeror)

Options to Purchase Common Stock

(Title of Class of Securities)

74834 T 10 3

(CUSIP Number of Class of Securities)

Vincent C. Smith

Chief Executive Officer

Quest Software, Inc.

8001 Irvine Center Drive

Irvine, California 92618

Telephone: (949) 754-8000

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of Filing Person)

Copies to:

J. Michael Vaughn General Counsel and Secretary Quest Software, Inc. 8001 Irvine Center Drive Irvine, California 92618 Telephone: (949) 754-8830 Nancy H. Wojtas, Esq. Cooley Godward LLP Five Palo Alto Square, 3000 El Camino Real Palo Alto, California 94306-2155 Telephone: (650) 843-5000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not applicable	Not applicable

* No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:    Not applicable.	Filing Party:    Not applicable.
Form or Registration No.:    Not applicable.	Date Filed:    Not applicable.

x    Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨    Third-party tender offer subject to Rule 14d-1.

x    Issuer tender offer subject to Rule 13e-4.

¨    Going-private transaction subject to Rule 13e-3.

¨    Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This schedule and the attached exhibit are being filed as a result of communications related to the announcement by Quest Software, Inc. (“Quest”) of the intention to undertake an exchange offer pursuant to which holders of certain options to purchase shares of Quest’s Common Stock could elect to cancel such options in exchange for the grant of replacement options to purchase shares of Quest Common Stock for each cancelled option (the “Exchange”).

ITEM 12. EXHIBITS.

Exhibit Number	Description
99.1	July 11, 2003 email communication to employees regarding the status and timing of the Exchange.

EX-99.1

EXHIBIT 99.1

[Text of email from Vincent C. Smith, Chairman of the Board and Chief Executive Officer, to all employees]

A few weeks ago we announced plans to offer a stock option exchange program to our employees. We hoped to roll out the program this week, and I wanted to bring you up to date on where we are.

On June 30, 2003, the Securities and Exchange Commission approved changes to Nasdaq’s listing rules. Under these new rules, Nasdaq-traded companies are now required to get shareholder approval of stock option repricing programs unless their stock option plans explicitly and clearly permit repricing. Amendments to stock option plans to permit repricing require shareholder approval as well. This is going to delay things, by as much as 45 to 60 days. To comply with Nasdaq rules, we’re going to ask our shareholders to approve a proposal to amend our stock option plans to permit our stock option exchange program. We believe that seeking approval of our shareholders is consistent with our commitment to sound corporate governance.

We’re going to hold a special meeting of our shareholders next month to vote on this proposal. If approved by shareholders, our option exchange program will allow eligible employees (basically, all employees other than our senior executive officers and members of our Board of Directors) to exchange options granted with a strike price of US $14 per share or higher for a lesser number of new options, according to specified exchange ratios. The new options will have an exercise price equal to the fair market value of our common stock on the grant date, which will be at least six months and one day from the surrender of the exchanged options.

David Doyle, Eyal Aronoff and I will not be eligible to participate in this program, but we feel strongly about it and intend to vote our shares for the proposal. Additional details about the program will be communicated via Quest e-mail at the time the program is announced.

Quest Software has not commenced the stock option exchange program referred to in this message, and will not commence the program unless the proposal to amend our stock option plans is passed at the special meeting of shareholders to be held in August 2003. When Quest Software implements the stock option exchange, we will provide eligible option holders with written materials explaining the precise terms and timing of the exchange offer. Eligible option holders should read these written materials carefully because they will contain important information about the program. These materials and other documents that will be filed by Quest Software with the U.S. Securities and Exchange Commission can be obtained free of charge from the SEC’s Web site at www.sec.gov. The stock option exchange program is subject to securities regulation in most countries and will not be offered in any country until Quest Software complies with all regulations and receives requisite government approvals in such country. Nothing contained in this message shall be deemed to be soliciting material under the Securities Exchange Act of 1934. Option holders may obtain a written copy of the tender offer statement, when available, by contacting Genie Vargas at Quest Software, 8001 Irvine Center Drive, Irvine, California 92618.