SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

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 Name of Filing Person (Offeror))

Options to Purchase Shares of Common Stock, No Par Value

(Title of Class of Securities)

74834T103

(CUSIP Number of Underlying Class of Securities)

J. Michael Vaughn

Vice President and General Counsel

Quest Software, Inc.

5 Polaris Way

Aliso Viejo, California 92656

(949) 754-8000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Nancy H. Wojtas, Esq.

Cooley Godward Kronish LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94036

Tel: (650) 843-5000

CALCULATION OF FILING FEE

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

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨ Check the 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
Form or Registration No.:	Not applicable
Filing Party:	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 fee is a final amendment reporting the results of the tender offer: ¨

This Schedule TO is being filed by Quest Software, Inc., a California corporation (“Quest”), pursuant to General Instruction D to Schedule TO.

ITEM 12. EXHIBITS.

Exhibit No.	Description
99.3	Form of email distributed to certain Quest U.S. employees on January 4, 2008 discussing stock option-related matters.
99.4	Form of email distributed to certain Quest Non-U.S. employees on January 4, 2008 discussing stock option-related matters.
99.5	Form of email distributed to Quest managers on January 4, 2008 discussing stock option-related matters.

EX-99.3

Exhibit 99.3

[Quest Software Employee]:

As you are aware from previous communications, Quest Software recently completed a voluntary investigation of our stock option grant practices. As a result of that review, certain stock option grants awarded between 1998 and 2003 have been adjusted to reflect a revised grant date for financial accounting purposes. One or more of those options may also be deemed to have been granted at a discount for tax purposes and may be subject to adverse tax consequences under Section 409A of the Internal Revenue Code and similar provisions under certain state tax laws (“Discounted Options”).

At the present time, Quest intends to launch a program that will offer you the opportunity to amend or replace Discounted Options in order to avoid these adverse tax consequences by increasing the exercise price of the Discounted Options to eliminate the discount; all other relevant features of the option will remain the same. Another feature of the remedial program, should you elect to participate, is that Quest Software would provide you with a cash bonus equal to the eliminated discount, payable in early January 2009.

You have been identified as an employee who holds one or more Discounted Options. Our records indicate that some of your stock options that vested or are scheduled to vest after December 31, 2004 may be Discounted Options and could subject you to penalty taxes if you exercise them without first bringing them into compliance with Section 409A. The Section 409A penalties will only apply even if you do not exercise the Discount Options.

Your Discount Options are listed in the chart below. Only the portion of your Discounted Options which vested or is scheduled to vest after December 31, 2004 would be covered by Section 409A.

Option Grant Number	Option Grant Date	# of Options Originally Granted	Exercise Price ($)	# of Options Currently Exercisable	# of Options Outstanding	# of Options Subject to 409A	# of Options Not Subject to 409A
XXXXXXXXX	XX/XX/XXXX	XXXXX	XXXXX	XXXXX	XXXXX	XXXXX	XXXXX

Although employees may resume option exercises now, it may not be in your best interest to exercise these Discounted Options to the extent they vested after December 31, 2004 until they are amended or replaced under the tender offer. If your circumstances require earlier exercise of your Discounted Options, we recommend that you first consult with your personal tax, legal and financial advisors so that you have an understanding of the tax implications that could result from such exercise. Quest Software will not be able to help you reduce any tax liability associated with such exercises. If you hold other stock option grants not listed in the chart above, those stock options should not be affected by Section 409A.

The intended tender offer amendment/replacement program is important, and I urge you to read all program materials very carefully so you can make informed decisions. Please note that Quest Software is not recommending any particular course of action with respect to this offer and that we cannot offer specific tax or financial advice.

Please watch for further communications, including information sessions, the program announcement and materials that will be emailed to you in the coming weeks. If you have questions, please send them by email to tenderoffer@quest.com.

Thank you.

Important Information

THIS MESSAGE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO AMEND WILL ONLY BE MADE PURSUANT TO AN “OFFER TO AMEND OR REPLACE” AND RELATED MATERIALS THAT QUEST SOFTWARE INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) AS PART OF A TENDER OFFER STATEMENT ON THE DATE OF COMMENCEMENT OF THE TENDER OFFER. OPTION HOLDERS WHO ARE ELIGIBLE TO PARTICIPATE IN THE TENDER OFFER SHOULD READ THE TENDER OFFER STATEMENT AND THE RELATED MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. OPTION HOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT AND THE RELATED MATERIALS FREE OF CHARGE FROM THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM QUEST SOFTWARE.

EX-99.4

Exhibit 99.4

[Quest Software Employee]:

As you are aware from previous communications, Quest Software recently completed a voluntary investigation of our stock option grant practices. As a result of that review, certain stock option grants awarded between 1998 and 2003 have been adjusted to reflect a revised grant date for financial accounting purposes. One or more of those options may also be deemed to have been granted at a discount and may be subject to adverse tax consequences under tax laws in certain countries (“Discounted Options”).

At the present time, Quest intends to launch a program that will offer you the opportunity to amend or replace Discounted Options in order to avoid these adverse tax consequences by increasing the exercise price of the Discounted Options to eliminate the discount; all other relevant features of the option will remain the same. Another feature of the remedial program, should you elect to participate, is that Quest Software would provide you with a cash bonus equal to the eliminated discount.

You have been identified as an employee who holds one or more Discounted Options. Your Discount Options are listed in the chart below.

Option Grant Number	Option Grant Date	# of Options Originally Granted	# of Options Outstanding	# of Options Exercisable	Exercise Price ($) USD
XXXXXXXXX	XX/XX/XXXX	XXXXX	XXXXX	XXXXX	XXXXX

Although employees may resume option exercises now, it may not be in your best interest to exercise these Discounted Options. If your circumstances require earlier exercise of your Discounted Options, we recommend that you first consult with your personal tax, legal and financial advisors so that you have an understanding of the tax implications that could result from such exercise.

The intended tender offer amendment/replacement program is important, and I urge you to read all program materials very carefully so you can make informed decisions. Please note that Quest Software is not recommending any particular course of action with respect to this offer and that we cannot offer specific tax or financial advice.

Please watch for further communications, including information sessions, the program announcement and materials that will be emailed to you in the coming weeks. If you have questions, please send them by email to tenderoffer@quest.com.

Thank you.

Important Information

THIS MESSAGE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO AMEND WILL ONLY BE MADE PURSUANT TO AN “OFFER TO AMEND OR REPLACE” AND RELATED MATERIALS THAT QUEST SOFTWARE INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) AS PART OF A TENDER OFFER STATEMENT ON THE DATE OF COMMENCEMENT OF THE TENDER OFFER. OPTION HOLDERS WHO ARE ELIGIBLE TO PARTICIPATE IN THE TENDER OFFER SHOULD READ THE TENDER OFFER STATEMENT AND THE RELATED MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. OPTION HOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT AND THE RELATED MATERIALS FREE OF CHARGE FROM THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM QUEST SOFTWARE.

EX-99.5

Exhibit 99.5

To Quest Software Managers:

As are aware from previous communications, Quest Software recently completed a voluntary investigation of our stock option grant practices and a related restatement of our historic financial statements. As a result of that investigation, certain stock option grants awarded between 1998 and 2003 have been adjusted to reflect a revised grant date for financial accounting purposes. One or more of those options may also be deemed to have been granted at a discount for tax purposes and may be subject to adverse tax consequences under Section 409A of the Internal Revenue Code, and similar provisions under certain state tax laws or adverse tax consequences under tax laws in certain countries outside of the U.S. (“Discounted Options”).

Quest intends to launch a remedial program that will offer eligible employees who hold Discounted Options the opportunity to amend or replace their options to avoid these adverse tax consequences by increasing the exercise price of the discounted options to eliminate the discount; all other relevant features of the option will remain the same. Another feature of the remedial program for those who elect to participate is that Quest will voluntarily provide a cash bonus equal to the eliminated discount, payable in early January 2009. Those employees who hold one or more affected options are receiving the attached email today. When we formally launch the program, employees holding Discount Options will receive a full description of the program, a set of Frequently Asked Questions and instructions on how to participate. You will also receive a reference copy of these materials, in the event you receive any questions about this program from your direct reports.

Information meetings will be scheduled and those employees who hold affected options will be invited and encouraged to attend. Please bear in mind that participation in this program is elective and that, under federal securities laws, Quest Software is not permitted to make any sort of recommendation to our employees about participation in this program. Please also note that we cannot offer personal tax or financial advice to our employees. Also, please be aware that this area is highly technical and that, in the event of questions from our employees, we should refer the employee to the official offering materials or to a representative of the Company who is authorized to respond to questions.

I am pleased that our employees will have the opportunity to avoid potential adverse tax consequences under Section 409A. Quest is not obligated to offer this remedial program or to build the cash bonus feature into it. The program was specifically designed to try to eliminate any adverse tax effects to our employees of the issuance of stock options which we now must recognize as having been inadvertently granted as Discounted Options.

Please be aware of this program and watch for the program announcement and materials that will be emailed next week. If any of your direct reports or other Quest Software employees seek information about this program, please refer them to tenderoffer@quest.com.

Thank you for your attention to these issues.

Important Information

THIS MESSAGE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO AMEND WILL ONLY BE MADE PURSUANT TO AN “OFFER TO AMEND OR REPLACE” AND RELATED MATERIALS THAT QUEST SOFTWARE INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) AS PART OF A TENDER OFFER STATEMENT ON THE DATE OF COMMENCEMENT OF THE TENDER OFFER. OPTION HOLDERS WHO ARE ELIGIBLE TO PARTICIPATE IN THE TENDER OFFER SHOULD READ THE TENDER OFFER STATEMENT AND THE RELATED MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. OPTION HOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT AND THE RELATED MATERIALS