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 31, 1998



                              Boole & Babbage, Inc.
             (Exact name of registrant as specified in its charter)



         Delaware                    0-132-58                  94-1651571
(State or other jurisdiction   (Commission File No.)         (IRS Employer 
     of incorporation)                                     Identification No.)


                                3131 Zanker Road
                         San Jose, California 95134-1933
              (Address of principal executive offices and zip code)



       Registrant's telephone number, including area code: (408) 526-3000



                           ---------------------------
          (Former name or former address, if changed since last report)




Item 5.   Other Events.

         This  Current  Report on Form 8-K contains  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E  of  the  Securities   Exchange  Act  of  1934,  as  amended.   The
forward-looking  statements  contained  herein involve risks and  uncertainties,
including  those  relating to the  possible  inability  to  complete  the merger
transaction involving Boole & Babbage,  Inc., a Delaware corporation  ("Boole"),
and BMC Software, Inc., a Delaware corporation ("BMC"), as scheduled, if at all,
and those  associated  with the ability of the  combined  company to achieve the
anticipated  benefits of the merger.  Actual results and developments may differ
materially from those described or incorporated by reference in this Report. For
more information about BMC and Boole and risks arising when investing in BMC and
Boole,  investors  are directed to BMC's and Boole's most recent  report on Form
10-K and most  recent  report  on Form  10-Q as filed  with the  Securities  and
Exchange Commission (the "SEC").

         On October  31,  1998,  Boole  entered  into an  Agreement  and Plan of
Reorganization (the "Reorganization  Agreement") with BMC and Ranger Acquisition
Corp.,  a Delaware  corporation  and a  wholly-owned  subsidiary of BMC ("Merger
Sub").  The  description  contained  in this Item 5 of  certain  aspects  of the
transactions  contemplated by the  Reorganization  Agreement is qualified in its
entirety by reference to the full text of the Reorganization Agreement, which is
incorporated  by  reference in this Form 8-K by reference to Exhibit 99.1 to the
Schedule 13D filed by BMC with the SEC on November 6, 1998 (the "Schedule 13D").

         The  Reorganization   Agreement   contemplates  that,  subject  to  the
satisfaction of certain conditions set forth therein, including the approval and
adoption  of the  Reorganization  Agreement  by the  requisite  vote of  Boole's
stockholders and the expiration or early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Merger Sub
would be merged into  Boole.  As a result of the merger of Merger Sub into Boole
(the "Merger"),  Boole would become a wholly-owned  subsidiary of BMC. Under the
terms of the Reorganization  Agreement, each outstanding share of Boole's common
stock would be converted into 0.675 of a share of BMC common stock. In addition,
BMC will assume  outstanding  options  exercisable  for Boole common stock.  The
Merger is intended to be a tax-free  reorganization  under the Internal  Revenue
Code  of  1986,  as  amended,   and  is  intended  to  be  accounted  for  as  a
pooling-of-interests.

         In connection  with the execution of the  Reorganization  Agreement (a)
Boole  granted to BMC an option to purchase up to 19.0% of Boole's  common stock
under  certain  circumstances,  and (b) each  executive  officer and director of
Boole entered into a voting agreement pursuant to which he agreed to vote shares
owned by him in favor of the Merger. For additional  information relating to the
option and voting agreements referred to in the preceding sentence, reference is
made to the full text of the Stock Option  Agreement,  which is  incorporated by
reference in this Form 8-K by reference to Exhibit 99.2 to the Schedule 13D, and
the full text of the voting  agreement,  which is  incorporated  by reference in
this Form 8-K by reference to Exhibit 99.3 to the Schedule 13D.

         On November 2, 1998,  BMC and Boole issued a press release  relating to
the execution of the  Reorganization  Agreement.  A copy of the press release is
attached hereto as Exhibit 99.1.



         A registration  statement relating to the BMC common stock to be issued
in  connection  with the Merger  has not yet been filed with the SEC,  nor has a
proxy  statement  relating to a vote of Boole's  stockholders on the Merger been
filed with the SEC. The BMC common  stock may not be offered,  nor may offers to
acquire such stock be accepted,  prior to the time such a registration statement
becomes  effective.  This Report  shall not  constitute  an offer to sell or the
solicitation of an offer to buy any BMC common stock or any other security,  and
shall not constitute the solicitation of any vote with respect to the Merger.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)   Exhibits
Exhibit No.         Description

99.1                Press  Release  dated  November  2,  1998  relating  to  the
                    execution of the Reorganization Agreement.

                                   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 hereunto duly authorized.



                             BOOLE & BABBAGE, INC.


                             /s/ Arthur Knapp
                             -----------------------------------------
                             Arthur Knapp
                             Senior Vice President and Chief Financial
                             Officer

Dated: November 9, 1998






                    BMC Software and Boole & Babbage to Merge

        "The Combination Uniquely Extends Application Service Assurance"

HOUSTON, TX and SAN JOSE, CA - (November 2, 1998) - BMC Software (Nasdaq: BMCS),
the leader in providing  Application  Service Assurance (ASA(TM)) solutions that
improve  the  availability,   performance  and  recovery  of   business-critical
applications,  and Boole & Babbage (Nasdaq:  BOOL), a leader in availability and
service level management for distributed systems,  today announced the execution
of a definitive Agreement and Plan of Reorganization  between the two companies.
The merger brings  together  these leading  enterprise  software  visionaries to
accelerate the delivery of solutions that significantly reduce the complexity of
managing large enterprises through innovative  products,  an extensive worldwide
distribution network and superior technical expertise.

BMC Software will issue .675 shares of BMC Software  common stock for each share
of Boole & Babbage  common stock.  The  transaction  is to be accounted for as a
pooling of  interests  and is to be treated  as a  tax-free  reorganization  for
federal income tax purposes.  The  transaction is expected to close within 60 to
90 days, subject to Boole & Babbage  stockholder  approval,  regulatory approval
and other  customary  closing  conditions.  Under the terms of the agreement BMC
Software  is  to  acquire  Boole  &  Babbage  in  a  stock   transaction   worth
approximately  $900 million,  assuming BMC  Software's  closing price on October
30th. In connection with the Agreement and Plan of Reorganization,  BMC Software
will  acquire an option to purchase  up to 19% of Boole & Babbage's  outstanding
common stock under certain  circumstances.  Boole & Babbage also announced that,
in connection with this transaction, it has rescinded its stock buyback program.

"We strongly  believe that the addition of Boole & Babbage's  focused  solutions
and  delivery  capabilities  will  allow  us to  more  quickly  execute  on  our
Application Service Assurance strategy, which provides tremendous business value
to our customers," said Max Watson, chairman, president and CEO of BMC Software.
"The merger extends BMC Software's  undisputed leadership in application service
level management across the enterprise.  What makes this combination so exciting
is the coherence of our shared vision, products and emphasis on customer support
and satisfaction."

"I believe this union provides  major benefits for our customers,  employees and
shareholders," said Paul Newton,  president and CEO of Boole & Babbage. "The new
company  will  gain  critical  mass and  expanded  channel  reach  that  clearly
establish us as a preeminent  player in today's highly  competitive  and rapidly
changing market. The combined engineering  resources create a wide and deep pool
of expertise in all aspects of managing information  technology solutions across
OS/390, UNIX and NT environments."

The combined company will employ approximately 4,400 people in 26 countries that
will significantly increase its global reach. In the last 12 months the combined
companies' revenues were approximately $ 1.1 billion.



ASA ensures that key business applications are available,  perform optimally and
can be rapidly  recovered in the event of an outage.  This  enhances the service
delivered to the business by the information  technology (IT)  organization  and
significantly  improves  business  productivity  and return on  investment in IT
assets.

Currently,  many  customers  are using both sets of products and  obtaining  the
value of  their  interoperability.  The  combined  product  lines  will  provide
customers:

*        Reduced  management  complexity by providing  tailored  infrastructure,
         application  and,   ultimately,   business  process  views  across  the
         distributed enterprise for service level management

*        Enhanced  interoperability  through synergistic  product  capabilities,
         alignment, functionality and integration

*        Superior  customer  service via an  enhanced  global  distribution  and
         support network

*        Additional   technology   innovation  through  the  combined  company's
         extensive expertise and talent pool

Detailed  integration  roadmaps will be published  within 30 days  following the
acquisition closing date.

"The  critical  mass  of  this  combination,  coupled  with  the  strong  vision
demonstrated by both companies  ensures the new entity will be a major player in
the  enterprise  management  marketplace,"  said Herb  Vanhook,  senior  program
director at META Group.  "This  combination  makes tremendous sense from product
and business perspectives."

COMPANY BACKGROUNDS

BMC Software,  Inc. is the leader in delivering  Application  Service  Assurance
(ASA)  solutions -  enterprise-level  software  that  supports  and improves the
availability,  performance  and  recovery of critical  applications  and data in
complex  computing  environments.  BMC  Software  is the  world's  12th  largest
independent  software  vendor, a Forbes 500 company and a member of the S&P 500,
with  revenues   exceeding   $730  million  in  fiscal  1998.   The  company  is
headquartered in Houston,  Texas, with offices worldwide.  For more information,
please call  800-841-2031  or  713-918-8800  or visit BMC Software on the Web at
www.bmc.com.

Boole &  Babbage  is a  worldwide  leader  in  availability  and  service  level
management for  distributed  systems.  Its Enterprise  Automation  product lines
provide a management  solution  for the entire IT  enterprise  that  encompasses
systems, applications,  middleware,  databases and Web technologies.  Founded in
1967, Boole & Babbage is the oldest publicly traded independent  software vendor
in the systems  management  industry and today is  approximately  a $225 million
company with 930 employees in 43 offices in 26 countries. Corporate headquarters
are located in San Jose, California. For more information, visit Boole & Babbage
on the Web at www.boole.com or call 800-544-2152.



This news release  contains  both  historical  information  and  forward-looking
information.  Numerous important factors affect the companies' operating results
and could cause the  companies'  actual  results to differ  materially  from the
results  indicated  by  this  press  release  or by any  other  forward  looking
statements  made by,  or on  behalf  of,  the  companies,  and  there  can be no
assurance that future results will meet expectations,  estimates or projections.
These factors include, but are not limited to, the following:

1.   BMC Software  and Boole & Babbage's  revenues and earnings are subject to a
     number of factors,  including the significant percentage of quarterly sales
     typically  closed  at the end of each  quarter,  that  make  estimation  of
     operating results prior to the end of a quarter extremely uncertain;

2.   competition for BMC Software and Boole & Babbage's  products are increasing
     for both the open systems and the mainframe database utility products;

3.   international results have been volatile over the last two years;

4.   BMC Software and Boole & Babbage  continue to increasingly  depend on large
     enterprise license transactions as an integral part of their core mainframe
     and distributed systems businesses;

5.   the  uncertainties of whether new  software products and product strategies
     will be successful;

6.   the high degree of difficulty of integrating  different  software  products
     and  technologies  and the general  risks  associated  with mergers of high
     technology  companies,  including the  potential  loss of key personnel and
     cultural  conflicts;  and 7) the  additional  risks and  important  factors
     described  in BMC  Software  and  Boole and  Babbage's  Annual  Reports  to
     Stockholders on Forms 10-K and 10-Q and other filings with the SEC.

Note to interested  parties:  BMC Software has  scheduled a conference  call for
9:00  a.m.  EST  today  to  discuss  the  transaction.  Interested  parties  may
participate by calling (847) 413-3586.

BMC Software,  the BMC Software logo,  and PATROL are  registered  trademarks or
trademarks of BMC Software, Inc. in the USA and in other select countries. Boole
& Babbage and  COMMAND/POST are registered  trademarks of Boole & Babbage,  Inc.
(r) and (tm)  indicate  USA  registration  or USA  trademark.  Other  logos  and
product/trade  names mentioned are registered  trademarks or trademarks of their
respective  companies.  BMC Software  and Boole & Babbage are Equal  Opportunity
Employers.

Media Relations Contacts:

BMC Software:               Blanc & Otus: (For BMC Software)  Boole & Babbage:
Dan D'Armond                Pam Austin                        Sandy Garcia
(713) 918-2372              (617) 225-9990                    (408) 526-3338
dan_darmond@bmc.com         paustin@bando.com                 sgarcia@Boole.com



Investor Relations Contacts:

BMC Software:               Boole & Babbage:
John Cox                    Arthur Knapp
(713) 918-4291              (408) 526-3333
john_cox@bmc.com            aknapp@boole.com