SC TO-I/A

UNITED STATES

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

(Amendment No. 2)

Quest Software, Inc.

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

COMMON STOCK

No Par Value

(Title of Class of Securities)

74834T103

(CUSIP Number of Class of Securities)

Scott J. Davidson

Senior Vice President and Chief Financial Officer

Quest Software, Inc.

5 Polaris Way

Aliso Viejo, California 92656

(949) 754-8000

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

communications on behalf of filing person)

Copies to:

Frederick T. Muto, Esq.

Jason L. Kent, Esq.

Cooley Godward Kronish LLP

4401 Eastgate Mall

San Diego, California 92121

(858) 550-6000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$143,000,000	$5,619.90

* Calculated solely for purposes of determining the filing fee. This amount assumes that 11,440,000 shares of common stock of Quest Software, Inc. at the tender offer price of $12.50 per share will be purchased pursuant to this offer.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $39.30 per million of the aggregate amount of transaction value.

x 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: $5,502.48	Filing Party: Quest Software, Inc.
Form or Registration No.: Schedule TO	Date Filed: November 7, 2008

¨ 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: ¨

INTRODUCTION

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2008, as amended by Amendment No. 1 filed with the SEC on December 2, 2008 (the “Schedule TO”), relating to the offer by Quest Software, Inc., a California corporation (“Quest”), to purchase up to 9,656,000 shares of its common stock, no par value per share, at a price not greater than $14.50 nor less than $12.50 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated November 7, 2008 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the tender offer.

This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

On December 10, 2008, Quest announced the preliminary results of the tender offer, which expired at 5:00 P.M., New York City Time, on Tuesday, December 9, 2008. A copy of the press release is filed as Exhibit (a)(5)(G) to this Schedule TO and is incorporated herein by reference.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

(a)(5)(G)    Press Release issued on December 10, 2008 announcing the preliminary results of the tender offer

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 10, 2008

QUEST SOFTWARE, INC.
By:	/s/ Scott J. Davidson
	Scott J. Davidson
	Senior Vice President and Chief Financial Officer

INDEX OF EXHIBITS

Exhibit Number	Description
(a)(1)(A)*	Offer to Purchase for Cash, dated November 7, 2008
(a)(1)(B)*	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)
(a)(1)(C)*	Notice of Guaranteed Delivery
(a)(1)(D)*	Letter from Information Agent to Brokers
(a)(1)(E)*	Letter from Brokers to Clients
(a)(1)(F)*	Form of Summary Advertisement
(a)(5)(A)*	Press Release issued on October 8, 2008 (Exhibit 99.1 to our Current Report on Form 8-K, filed October 8, 2008)
(a)(5)(B)*	Transcript of October 8, 2008 Conference Call (Exhibit 99.1 to our Schedule TO-C, filed October 10, 2008)
(a)(5)(C)*	Press Release issued on October 30, 2008 (Exhibit 99.1 to our Current Report on Form 8-K, filed October 30, 2008)
(a)(5)(D)*	Transcript of October 30, 2008 Conference Call (Exhibit 99.1 to our Schedule TO-C, filed November 3, 2008)
(a)(5)(E)*	Press Release issued on November 6, 2008 (Exhibit 99.1 to our Current Report on Form 8-K, filed November 6, 2008)
(a)(5)(F)*	Press Release issued on November 26, 2008 (Exhibit 99.1 to our Current Report on Form 8-K, filed November 26, 2008)
(a)(5)(G)	Press Release issued on December 10, 2008 announcing the preliminary results of the tender offer
(b)	Not applicable
(d)(1)*	Quest Software, Inc. 1999 Stock Incentive Plan, as amended (Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended March 31, 2008, filed May 12, 2008)
(d)(2)*	Quest Software, Inc. 2001 Stock Incentive Plan, as amended (Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended March 31, 2008, filed May 12, 2008)
(d)(3)*	Quest Software, Inc. 2008 Stock Incentive Plan (Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended March 31, 2008, filed May 12, 2008)
(d)(4)*	Quest Software, Inc. Executive Incentive Plan (Exhibit 10.11 to our Annual Report on Form 10-K for the period ended December 31, 2007, filed February 25, 2008)
(g)	Not applicable
(h)	Not applicable

* Previously filed.

EX-99.(A)(5)(G)

Exhibit (a)(5)(G)

For Immediate Release

Editorial Contact: Daphne Kent

614-726-4787

daphne.kent@quest.com

Investor Contacts: Thomas Patterson

949-754-8336

thomas.patterson@quest.com

Stephen Wideman

949-754-8142

stephen.wideman@quest.com

QUEST SOFTWARE ANNOUNCES

PRELIMINARY RESULTS OF MODIFIED DUTCH AUCTION TENDER OFFER

ALISO VIEJO, Calif., Dec. 10, 2008 – Quest Software, Inc. (Nasdaq: QSFT) today announced the preliminary results of its previously announced modified “Dutch Auction” tender offer, which expired at 5:00 P.M., New York City Time, on Tuesday, December 9, 2008.

Based on the preliminary count by the depositary for the tender offer, Quest expects to purchase approximately 11,440,000 shares in the tender offer, at a price of $12.50 per share, for a total cost of approximately $143 million, excluding fees and expenses related to the tender offer. Based on the depositary’s preliminary count, a total of approximately 15.8 million shares were validly tendered at a price of $12.50 per share. Accordingly, the preliminary proration factor for the offer will be approximately 72.2 percent. The approximately 11,440,000 shares expected to be purchased in the tender offer represent approximately 10.8% of the shares outstanding on December 9, 2008.

The shares expected to be purchased in the tender offer include the 9,656,000 shares Quest initially offered to purchase and 1,784,000 additional shares Quest has elected to purchase pursuant to the terms of the tender offer.

The number of shares to be purchased and the price per share under the tender offer are preliminary. Final results will be determined subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares to be purchased and the price per share will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase, and return of all other shares tendered and not purchased, will occur promptly thereafter.

Shareholders and investors who have questions or need information about the tender offer may contact the information agent, MacKenzie Partners, Inc., at 105 Madison Avenue, New York, New York 10016, or by emailing tenderoffer@mackenziepartners.com or calling (800) 322-2885.

About Quest Software, Inc.

Quest Software, Inc., a leading enterprise systems management vendor, delivers innovative products that help organizations get more performance and productivity from their applications, databases, Windows infrastructure and virtual environments. Quest also provides customers with client management through its ScriptLogic subsidiary and server virtualization management through its Vizioncore subsidiary. Through a deep expertise in IT operations and a continued focus on what works best, Quest helps more than 100,000 customers worldwide meet higher expectations for enterprise IT. Quest Software can be found in offices around the globe and at www.quest.com.

Forward-Looking Statements

This release may include predictions, estimates and other information that might be considered forward-looking statements, including statements relating to the results of Quest’s tender offer. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ from those anticipated as a result of various factors, including an unexpected number of shares improperly tendered or withdrawn or other variations in the depositary’s preliminary count. For a discussion of other risks, please refer to Quest’s recent SEC filings, including Quest’s annual report on Form 10-K for the year ended December 31, 2007 and quarterly reports on Form 10-Q, which are available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Quest undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

Additional Information and Where to Find It

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Quest. Quest has filed the tender offer materials with the SEC, including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents are available to all Quest shareholders at no expense to them. The tender offer materials are available for free at the SEC’s website at http://www.sec.gov. In addition, Quest shareholders may obtain a free copy of these documents from the information agent for the tender offer by mailing requests for such materials to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, or by emailing tenderoffer@mackenziepartners.com or calling (800) 322-2885.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, Quest files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Quest at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Quest’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

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Quest, Quest Software, and the Quest Software logo are registered trademarks of Quest Software, Inc. in the United States of America and other countries. Other trademarks and registered trademarks are property of their respective owners.