SC 13D

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              -----------------

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934


                             Boole & Babbage, Inc.
- --------------------------------------------------------------------------------
                              (Name of the Issuer)


                    Common Stock, par value $0.001 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   098586100
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                               M. Brinkley Morse
                             c/o BMC Software, Inc.
                              2101 CityWest Blvd.
                              Houston, Texas 77042
                                  713/918-8800
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                October 31, 1998
- --------------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
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- ----------------------------------------------------------------------------------------------------
1        NAMES OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                          BMC Software, Inc.
- ----------------------------------------------------------------------------------------------------

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)
                                                            (b) x
- ----------------------------------------------------------------------------------------------------

3        SEC USE ONLY
- ----------------------------------------------------------------------------------------------------

4        SOURCE OF FUNDS

                          OO
- ----------------------------------------------------------------------------------------------------

5        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS                [ ]
         REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ----------------------------------------------------------------------------------------------------

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                          State of Delaware
- ----------------------------------------------------------------------------------------------------
  NUMBER         7        SOLE VOTING POWER
    OF                    None
  SHARES
BENEFICIALLY     8        SHARED VOTING POWER
   OWNED                  2,747,935 (see Item 5(a))
    BY
   EACH          9        SOLE DISPOSITIVE POWER
 REPORTING                None
  PERSON
   WITH          10       SHARED DISPOSITIVE POWER
                          None

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         2,747, 935
         -------------------------------------------------------------------------------------------
12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES                                                              [ ]
- ----------------------------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         9.93%
         -------------------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON
         CO
         -------------------------------------------------------------------------------------------



         EXPLANATORY NOTE:
                 As a result of executing the voting agreements dated as of
October 31, 1998, a form of which is filed herewith as Exhibit 3 and is
incorporated herein by reference (the "Voting Agreements") with BMC Software,
Inc. ("BMC"), Johannes S. Bruggeling, Raymond E. Cairns, Franklin P. Johnson,
Jr., Terry R. McGowan, Paul E. Newton, David B. Wright, James E.C. Black,
Richard A. Harrit, Arthur F. Knapp, Jr., Saverio Merlo, Catherine H. Johnson
and Asset Management Partners, L.P. (holders of an aggregate of 2,747,935
shares of common stock of the Issuer) (the "Stockholders") and BMC may be
deemed, for the purposes of Section 13(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), to have formed a "group."
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ITEM 1.  SECURITY AND ISSUER.

         This Statement on Schedule 13D relates to shares of Common Stock,
$0.001 par value per share (the "Shares") of Boole & Babbage, Inc., a Delaware
corporation (the "Issuer").  The address of the principal executive offices of
the Issuer is 3131 Zanker Road, San Jose, California 95134.

ITEM 2.  IDENTITY AND BACKGROUND.

         BMC is a Delaware corporation with its principal business offices
located at 2101 CityWest Blvd., Houston, TX 77042.

         (d) and (e).  During the last five years, BMC has not been (i)
convicted in a criminal proceeding or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Pursuant to the Voting Agreements, BMC has been granted a proxy by
each of the Stockholders to vote in favor of the transactions contemplated by
the Merger Agreement (as defined below).  Execution and delivery of the Voting
Agreements was a condition to the execution of the Merger Agreement.

ITEM 4.  PURPOSE OF TRANSACTION.

         On October 31, 1998, each of the Stockholders entered into a Voting
Agreement.  Pursuant to the terms of the Voting Agreement, each Stockholder has
agreed to vote in favor of the Merger Agreement (as defined herein) and the
Merger (as defined herein) and has agreed to appoint BMC as his attorney and
proxy for such purpose.

         The purpose of the transactions under the Voting Agreements is to
enable BMC and the Issuer to consummate the transactions contemplated under the
Agreement and Plan of Reorganization (the "Merger Agreement") dated as of
October 31, 1998 by and among BMC, Ranger Acquisition Corp. ("Merger Sub") and
the Issuer.  Pursuant to the terms of the Merger Agreement and the related
Agreement and Plan of Merger, Merger Sub will merge (the "Merger") with and
into the Issuer, and the Issuer will be the surviving corporation.

         Except as otherwise set forth in the Merger Agreement and the Voting
Agreement, BMC has no present plans or proposals which relate to or would
result in (i) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (iv) any
change in the present Board of Directors or management of the Issuer; (v) any
material change in the present capitalization or dividend policy of the Issuer;
(vi) any other material change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition or
control of the Issuer by any person; (viii) causing the Shares to cease to be
authorized to be quoted on the Nasdaq National Market; (ix) the Shares becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (x) any action similar to any of those actions set forth in
this Paragraph.
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ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         (a) and (b).  BMC may be deemed to beneficially own 2,747,935 Shares
and has shared voting power with respect to such shares.  Pursuant to the terms
of the Voting Agreements, each of the Stockholders has agreed to vote, at any
meeting of the Issuer's stockholders or any adjournment or postponement thereof
or pursuant to any consent in lieu of a meeting, in favor of the Merger
Agreement and the Merger.  In addition, each of the Stockholders has agreed to
appoint BMC as its attorney and proxy for such purpose.

         (c).  No transactions in the Shares have been effected during the past
60 days by BMC.

         (d).  The right to receive dividends with respect to the Shares to
which this Schedule 13D relates, and the power to direct the receipt of
dividends from, or the proceeds of the sale of, such Shares held by each
Stockholder are held by such respective Stockholder.

         (e).  Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

         See Items 3 and 4 hereof.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

         1.  Agreement and Plan of Reorganization dated as of October 31,
             1998, by and among BMC, Ranger Acquisition Corp. and the
             Issuer
             
         2.  Stock Option Agreement dated as of October 31, 1998, by and
             between BMC and the Issuer
             
         3.  Form of Voting Agreement.
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                                   SIGNATURE

         After reasonable 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.


                                       BMC SOFTWARE, INC.
                                       
                                       
                                       By:  /s/ M. Brinkley Morse
                                          -------------------------------
                                       Name:    M. Brinkley Morse
                                       Title:   Senior Vice President


Date:  November 6, 1998





         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative.  If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

         ATTENTION:  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS

                              (SEE 18 U.S.C. 1001)
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                               INDEX TO EXHIBITS



EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------
      
99.1     Agreement and Plan of Reorganization dated as of October 31, 1998, by and among 
         BMC, Ranger Acquisition Corp. and the Issuer
99.2     Stock Option Agreement dated as of October 31, 1998, by and between BMC and the
         Issuer
99.3     Form of Voting Agreement.

EX-99.1

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                                                                       EXHIBIT 1

                      AGREEMENT AND PLAN OF REORGANIZATION



         AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of
October 31, 1998, by and among BMC Software, Inc., a Delaware corporation
("BMC"), Ranger Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of BMC ("Merger Sub"), and Boole & Babbage, Inc., a Delaware
corporation ("Boole").


                              W I T N E S S E T H:

         WHEREAS, the respective boards of directors of BMC and Boole deem it
desirable and in the best interests of their respective corporations and their
respective stockholders that Merger Sub be merged with and into Boole, pursuant
to the provisions of Section 251 of the Delaware General Corporation Law
("DGCL"), in exchange for the consideration provided for in the Plan and
Agreement of Merger attached hereto as Exhibit A ("Plan of Merger"), and have
proposed, declared advisable, and approved such merger pursuant to this
Agreement and the Plan of Merger, which have been duly approved by resolutions
of the respective boards of directors of BMC and Boole;

         WHEREAS, for federal income tax purposes, it is intended that the
merger qualify as a reorganization under the provisions of Section 368(a) of
the United States Internal Revenue Code of 1986, as amended (the "Code"); and

         WHEREAS, the parties hereto acknowledge the execution and delivery of
that certain Stock Option Agreement of even date herewith between Boole (as
grantor) and BMC (as grantee) (the "Stock Option Agreement") concurrently with
the execution and delivery of this Agreement;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and in order to set forth the terms
and conditions of the Merger (as hereinafter defined), the mode of carrying the
same into effect, the manner and basis of converting the presently outstanding
shares of common stock, par value $.001 per share ("Boole Common Stock"), of
Boole into shares of common stock, par value $.01 per share ("BMC Common
Stock"), of BMC, and such other details and provisions as are deemed necessary
or proper, the parties hereto agree as follows:


                                   ARTICLE I

                                     MERGER

         1.1.    The Merger.  Subject to and in accordance with the terms and
conditions of this Agreement and pursuant to the Plan of Merger, at the
Effective Time (as hereinafter defined) Merger
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Sub shall be merged with and into Boole (the "Merger"), the separate existence
of Merger Sub shall cease, and Boole (i) shall continue as the surviving
corporation (sometimes referred to herein as the "Surviving Corporation") under
the corporate name "Boole & Babbage, Inc.", (ii) shall be governed by the laws
of the State of Delaware, (iii) shall maintain a registered office in the State
of Delaware at 1209 Orange Street, Wilmington, Delaware  19801 and shall (iv)
succeed to and assume all of the rights, properties and obligations of Merger
Sub and Boole in accordance with the DGCL.  Subject to the terms and conditions
of this Agreement and the Plan of Merger, BMC agrees, at or prior to the
Closing (as hereinafter defined), to cause Merger Sub to execute and deliver
the Plan of Merger in form and substance substantially similar to the form
attached hereto as Exhibit A.  Subject to the terms and conditions of this
Agreement and the Plan of Merger, Boole agrees, at or prior to the Closing, to
execute and deliver the Plan of Merger in form and substance substantially
similar to the form attached hereto as Exhibit A.

         1.2.    Closing Date.  The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of Vinson &
Elkins L.L.P., 2300 First City Tower, 1001 Fannin, Houston, Texas  77002, on a
date to be specified by the parties, which shall be no later than the second
business day after the satisfaction or waiver of the conditions set forth in
Article V or at such other time and place and on such other date as BMC and
Boole shall agree; provided that the conditions set forth in Article V shall
have been satisfied or waived at or prior to such time.  The date on which the
Closing occurs is herein referred to as the "Closing Date."

         1.3.    Effective Time.  As soon as practicable on the Closing Date,
the parties hereto will cause the Merger to become effective by filing with the
Secretary of State of the State of Delaware, a certificate of merger in such
form as required by, and executed in accordance with, the relevant provisions
of the DGCL (the time of filing the certificate of merger with the Secretary of
State of the State of Delaware being the "Effective Time").

         1.4.    Material Adverse Effect.  "Material Adverse Effect" or
"Material Adverse Change" means any effect, change, event, circumstance or
condition which when considered with all other effects, changes, events,
circumstances or conditions would reasonably be expected to materially
adversely affect the business, results of operations or financial condition of
BMC or Boole, in each case including its respective subsidiaries together with
it taken as a whole, as the case may be.  In no event shall any of the
following constitute a Material Adverse Effect or a Material Adverse Change:
(i) a change in the trading prices of either of BMC's or Boole's equity
securities between the date hereof and the Effective Time, in and of itself;
(ii) effects, changes, events, circumstances or conditions generally affecting
the industry in which either BMC or Boole operate or arising from changes in
general business or economic conditions; (iii) effects, changes, events,
circumstances or conditions directly attributable to (a) out-of-pocket fees and
expenses (including without limitation legal, accounting, investigatory,
investment banking, and other fees and expenses) incurred in connection with
the transactions contemplated by this Agreement, or (b) the payment by BMC or
Boole of all amounts due to any officers or employees of Boole under employment
contracts, non-competition agreements, employee benefit plans or severance
arrangements; (iv) any effects, changes, events, circumstances or conditions
resulting from any change in law or generally accepted accounting principles,
which affect generally entities such as BMC and Boole; (v) any effects,
changes, events, circumstances or conditions (including, without limitation,
non-governmental
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litigation, delays in customer orders, a reduction in sales, a disruption in
supplier, distributor or similar relationships or a loss of employees)
resulting from the announcement or pendency of any of the transactions
contemplated by this Agreement; and (vi) any effects, changes, events,
circumstances or conditions resulting from compliance by BMC or Boole with the
terms of, or the taking of any action contemplated or permitted by, this
Agreement.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES
                                    OF BOOLE

         Boole represents and warrants subject to the exceptions specifically
described in writing in the respective sections of the disclosure schedule
delivered by Boole to BMC and dated the date hereof (the "Boole Disclosure
Schedule") as follows:

         2.1.    Organization and Standing.  Boole is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, has full requisite corporate power and authority to carry on its
business as it is currently conducted, and to own and operate the properties
currently owned and operated by it, and is duly qualified or licensed to do
business and is in good standing as a foreign corporation authorized to do
business in all jurisdictions in which the character of the properties owned or
the nature of the business conducted by it would make such qualification or
licensing necessary, except where the failure to be so qualified or licensed
could not reasonably be expected to have a Material Adverse Effect on Boole.

         2.2.    Agreement Authorized and its Effect on Other Obligations.
Upon approval and adoption of this Agreement and approval of the Merger by the
stockholders of Boole, the consummation of the transactions contemplated hereby
will have been duly and validly authorized by all necessary corporate action on
the part of Boole, and this Agreement will be a valid and binding obligation of
Boole enforceable against Boole in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
debtor relief or similar laws affecting the rights of creditors generally, and
(ii) general principles of equity.  The Stock Option Agreement and the
consummation of the transactions contemplated thereby have been duly and
validly authorized by all necessary corporate action on the part of Boole, and
the Stock Option Agreement is a valid and binding obligation of Boole
enforceable against Boole in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
debtor relief or similar laws affecting the rights of creditors generally, and
(ii) general principles of equity.  The Stock Option Agreement and the
consummation of the transactions contemplated thereby do not conflict with or
cause a violation, breach or default of any term or provision of (i) the
certificate of incorporation or bylaws of Boole or (ii) any indenture,
mortgage, deed of trust, lease, contract or other agreement to which Boole or
any of its subsidiaries is a party or by which any of them or their properties
are bound, other than such violations, breaches or defaults as could not
reasonably be expected to have a Material Adverse Effect on Boole.  At the
Effective Time, the consummation of the Merger will not conflict with or result
in a violation or breach of any term or provision of, nor constitute a default
under, (i) the certificate of incorporation or bylaws of Boole or (ii) any
indenture, mortgage, deed of trust, lease, contract or other agreement to which
Boole or any of its subsidiaries
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is a party or by which any of them or their properties are bound, other than
such violations, breaches or defaults as could not reasonably be expected to
have a Material Adverse Effect on Boole.  Section 2.2 of the Boole Disclosure
Schedule lists all holders of any material indebtedness for borrowed money of
Boole as of the date of this Agreement, the lessors of any material property
leased by Boole and the other parties to any Material Contract (as defined in
Section 2.9) to which Boole is a party as of the date of this Agreement in each
case whose consent to the Merger is required.

         2.3.    Capitalization.  The authorized capitalization of Boole
consists of 2,000,000 shares of preferred stock, par value $.001 per share, of
which as of the date hereof no shares were issued and outstanding and
45,000,000 shares of common stock, par value $.001 per share (the "Boole Common
Stock"), of which at September 30, 1998, 27,667,249 shares were issued and
outstanding, and an additional 8,453,000 shares were reserved for issuance in
conjunction with various employee benefit plans; at September 30, 1998,
3,065,930 shares of Boole Common Stock were held in Boole's treasury.  All of
such outstanding shares are validly issued, fully paid and nonassessable, and
were not issued in violation of any preemptive rights of any stockholder.
Section 2.3 of the Boole Disclosure Schedule sets forth a complete list as of
the date of this Agreement of all outstanding options, warrants or obligations
of any kind to issue any shares of capital stock of Boole, the owners thereof
and the amounts owned.

         2.4.    Subsidiaries.  Section 2.4 of the Boole Disclosure Schedule
lists the subsidiary corporations of Boole existing at September 30, 1998, and
shows as to each of such subsidiary corporations the percentage of the total
outstanding stock thereof which is owned by Boole at such date.  All
outstanding shares of stock of the subsidiary corporations owned by Boole are
validly issued, fully paid, and nonassessable, and Boole has good and valid
title thereto free and clear of any mortgage, pledge, lien, charge, security
interest, option, right of first refusal, preferential purchase right, defect,
encumbrance or other right or interest of any other person (collectively, an
"Encumbrance"), except for shares of capital stock or other similar ownership
interests of certain subsidiaries of Boole that are owned by certain nominee
equity holders as required by the applicable law of the jurisdiction of
organization of such subsidiaries.  Each such subsidiary is a corporation duly
organized, validly existing, and in good standing (or equivalent concept with
respect to jurisdictions that do not recognize such concept) under the laws of
the jurisdiction under which it is incorporated and has full requisite
corporate power and authority to own its property and carry on its business as
presently conducted by it and is, or on the Effective Time will be, duly
qualified or licensed to do business and is, or on the Effective Time will be,
in good standing (or equivalent concept with respect to jurisdictions that do
not recognize such concept) as a foreign corporation authorized to do business
in all jurisdictions in which the character of the properties owned or the
nature of the business conducted makes such qualification or licensing
necessary, except where the failure to be so qualified or licensed could not
reasonably be expected to have a Material Adverse Effect on Boole.  As
hereinafter used in this Article II, the term "Boole" also includes any and all
of its directly and indirectly held subsidiaries, except where the context
indicates to the contrary; provided, however, that for purposes of Sections
2.7.1 and 2.20, the term "Boole" further includes any corporation, trade,
business or entity under common control with Boole within the meaning of
Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.
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         2.5.    Reports and Financial Statements.  Boole has previously
furnished or made available (including through the SEC EDGAR system) to BMC
true and complete copies of (a) all annual reports filed by Boole with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
September 30, 1995, (b) Boole's quarterly and other reports filed with the
Commission since September 30, 1995, (c) all definitive proxy solicitation
materials filed by Boole with the Commission since September 30, 1995, and (d)
any registration statements of Boole declared effective by the Commission since
September 30, 1995.  The consolidated financial statements of Boole and its
subsidiaries included in Boole's most recent report on Form 10-K and most
recent report on Form 10-Q, and any other reports filed with the Commission by
Boole under the Exchange Act subsequent thereto (collectively, the "Boole
Reports") were, or (if filed after the date hereof) will be, prepared in
accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved and fairly present, or will fairly
present, the consolidated financial position for Boole and its subsidiaries as
of the dates thereof and the consolidated results of their operations and
changes in financial position for the periods then ended (except with respect
to interim period financial statements, for normal year-end adjustments which
are not material and for the absence of footnotes).  The Boole Reports did not
at the time each of the Boole Reports was filed with the Commission (or, if
amended or superseded by a subsequent filing, then on the date of such filing),
and (if filed after the date hereof) will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
whey they were made, not misleading.  Since September 30, 1995, Boole has filed
with the Commission all reports required to be filed by Boole under the
Exchange Act and the rules and regulations of the Commission.

         2.6.    Liabilities.  Boole has no liabilities of the type required to
be disclosed in the consolidated financial statements of Boole prepared in
accordance with generally accepted accounting principles applied on a
consistent basis, except for:  (i) liabilities disclosed in the financial
statements (including any related notes) contained in the Boole Reports and
(ii) liabilities incurred in the ordinary course of business consistent with
past practices.

         2.7.    Additional Boole Information.  Set forth in Section 2.7 of the
Boole Disclosure Schedule are true, complete and correct lists of the following
items, and Boole agrees that upon the request of BMC, it will furnish to BMC
true, complete and correct copies of any documents referred to in such lists:

                 2.7.1.   Employee Compensation Plans.  All bonus, incentive
         compensation, stock option, deferred compensation, profit-sharing,
         retirement, pension, welfare, severance pay, supplemental income,
         group insurance, death benefit, or other fringe benefit plans,
         arrangements or trust agreements that are in effect as of the date of
         this Agreement covering active, former or retired employees of Boole
         (collectively, "Boole Plans"), together with copies of the most recent
         Internal Revenue Service determination letters that have been
         received, if any, with respect to such plans;

                 2.7.2.   Certain Salaries.  The names and salary rates as of
         the date of this Agreement of all officers and employees of Boole as
         of the date of this Agreement whose regular annual
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         base salary rate as of the date of this Agreement is $125,000 or more,
         together with any bonuses paid or payable to such persons for the
         fiscal year ended September 30, 1998, or since that date, and, to the
         extent existing on the date of this Agreement, all arrangements with
         respect to any bonuses to be paid to such employees from and after the
         date of this Agreement;

                 2.7.3.   Employee Agreements.  Any collective bargaining
         agreements of Boole as of the date of this Agreement with any labor
         union or other similar representative of employees, including
         amendments, supplements, and understandings, and all employment and
         consulting agreements of Boole as of the date of this Agreement with
         employees whose regular annual base salary exceeds $125,000 and with
         consultants whose annual compensation from Boole exceeds $125,000; and

                 2.7.4.   Guaranties.  All material third party indebtedness,
         liabilities and commitments of others as to which Boole is a
         guarantor, endorser, co-maker, surety, or accommodation maker
         (excluding liabilities as an endorser of checks and the like in the
         ordinary course of business) and all letters of credit, whether
         stand-by or documentary, issued by any third party.

         2.8.    Certain Agreements.  The consummation of the transactions
contemplated by this Agreement will not cause or result in the acceleration or
vesting of any benefits, payments or rights covering active, former or retired
employees of Boole under (i) any Boole Plans or (ii) any other agreements to
which Boole is a party.

         2.9.    No Undisclosed Contracts or Defaults.  Except as may be
specified in the Boole Reports, Boole is not a party as of the date of this
Agreement, to, or bound as of the date of this Agreement by, any material
contract or arrangement of a nature required to be filed as an exhibit to an
annual report filed by Boole under the Exchange Act which is to be performed
after the Effective Time (a "Material Contract"), nor is Boole in default in
any material obligation or covenant on its part to be performed under any lease
or other contract that is material to the business of Boole and its
subsidiaries taken as a whole.

         2.10.   Absence of Certain Changes and Events.  Except as set forth in
the Boole Reports, other than as a result of the transactions contemplated by
this Agreement, between June 30, 1998 and the date of this Agreement, there has
not been:

                 2.10.1.  Financial Change.  Any adverse change in the
         financial condition, backlog, operations or business of Boole which
         could reasonably be expected to have a Material Adverse Effect on
         Boole;

                 2.10.2.  Property Damage.  Any damage, destruction, or loss to
         the business or properties of Boole (whether or not covered by
         insurance) that could reasonably be expected to have a Material
         Adverse Effect on Boole;
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                 2.10.3.  Dividends.  Any declaration, setting aside, or
         payment of any dividend or other distribution in respect of the Boole
         Common Stock, or any direct or indirect redemption, purchase or any
         other acquisition by Boole of any such stock, except pursuant to
         Boole's publicly announced stock repurchase program;

                 2.10.4.  Labor Disputes.  Any labor dispute (other than
         routine grievances); or

                 2.10.5.  Employment Arrangements.  Any increase in
         compensation, bonus, deferred compensation, stock options or other
         consideration of any employee or director other than in the ordinary
         course of business consistent with past practice.

         2.11.   Taxes.

                 2.11.1.  Tax Returns Filed; Taxes Paid.  Except with respect
         to failures which, in the aggregate, could not reasonably be expected
         to have a Material Adverse Effect on Boole, (i) all returns and
         reports ("Tax Returns") of or with respect to any and all taxes,
         charges, fees, levies, assessments, duties or other amounts payable to
         any federal, state, local or foreign taxing authority or agency,
         including, without limitation, (x) income, franchise, profits, gross
         receipts, minimum, alternative minimum, estimated, ad valorem, value
         added, sales, use, service, real or personal property, capital stock,
         license, payroll, withholding, disability, employment, social
         security, workers compensation, unemployment compensation, utility,
         severance, excise, stamp, windfall profits, transfer and gains taxes,
         (y) customs, duties, imposts, charges, levies or other similar
         assessments of any kind, and (z) interest, penalties and additions to
         tax imposed with respect thereto ("Tax" or "Taxes") which are required
         to be filed on or before the Closing by or with respect to Boole have
         been or will be duly and timely filed, (ii) all Taxes which have
         become or will become due with respect to the period covered by each
         such Tax Return have been or will be timely paid in full, (iii) all
         withholding Tax requirements imposed on or with respect to Boole have
         been or will be satisfied in full in all respects, and (iv) no
         penalty, interest or other charge is or will become due with respect
         to the late filing of any such Tax Return or late payment of any such
         Tax.

                 2.11.2.  Open Returns Disclosed.  All federal and state income
         and franchise Tax Returns of or with respect to Boole with unexpired
         or extended statutes of limitations which have been audited by the
         applicable governmental authority are set forth in Section 2.11 of the
         Boole Disclosure Schedule.

                 2.11.3.  Extensions Disclosed.  As of the date of this
         Agreement, there is not in force any extension of time with respect to
         the due date for the filing of any federal or state income or
         franchise Tax Return of or with respect to Boole or any waiver or
         agreement for any extension of time for the assessment or payment of
         any federal or state income or franchise Tax of or with respect to
         Boole.

                 2.11.4.  Claims Disclosed.  There is no claim against Boole
         for any Taxes, and no assessment, deficiency or adjustment has been
         asserted or proposed in writing with respect
   8
         to any Tax Return of or with respect to Boole other than those which
         could not reasonably be expected to have a Material Adverse Effect on
         Boole.

                 2.11.5.  Scheduled Tax Liabilities Sufficient.  The total
         amounts set up as liabilities for current and deferred Taxes in the
         financial statements referred to in Section 2.5 of this Agreement are
         sufficient to cover in all material respects the payment of all Taxes,
         whether or not assessed or disputed, which are, or are hereafter found
         to be, or to have been, due by or with respect to Boole up to and
         through the periods covered thereby.

                 2.11.6.  Tax Allocation Agreements.  There are no Tax
         allocation or sharing agreements other than between or among Boole and
         its wholly owned subsidiaries.

                 2.11.7.  No Tax Liens.  Except for statutory liens for current
         Taxes not yet due, no material liens for Taxes exist upon the assets
         of Boole.

                 2.11.8.  Change of Accounting Method.  Boole will not be
         required to include any amount in income for any taxable period
         beginning after September 30, 1997 as a result of a change in
         accounting method for any taxable period or pursuant to any agreement
         with any Tax authority with respect to any such taxable period.

                 2.11.9.  Partnerships; Foreign Corporations.  As of the date
         of this Agreement, none of the property of Boole is held in an
         arrangement for which partnership Tax Returns are being filed, and as
         of the date of this Agreement, Boole does not own any interest in any
         controlled foreign corporation (as defined in section 957 of the
         Code), passive foreign investment company (as defined in section 1296
         of the Code) or other entity the income of which is required to be
         included in the income of Boole.

                 2.11.10.  Safe Harbor Leases; Tax-Exempt Use Property. As of
         the date of this Agreement, none of the property of Boole is subject
         to a safe-harbor lease (pursuant to section 168(f)(8) of the Internal
         Revenue Code of 1954 as in effect after the Economic Recovery Tax Act
         of 1981 and before the Tax Reform Act of 1986) or is "tax-exempt use
         property" (within the meaning of section 168(h) of the Code) or
         "tax-exempt bond financed property" (within the meaning of section
         168(g)(5) of the Code).

                 2.11.11.  Section 341(f) Election.  Boole has not made an
         election under section 341(f) of the Code.

                 2.11.12.  Actions Preventing Treatment as a Reorganization.
         Neither Boole nor, to the knowledge of Boole, any of its affiliates
         has taken or agreed to take any action that would prevent the Merger
         from constituting a reorganization qualifying under the provisions of
         Section 368(a) of the Code.
   9
         2.12.   Intellectual Property.  For purposes of this Section 2.12 and
Section 2.14, "Third Party Distributed Software" means the third party software
programs currently being distributed by Boole, whether as integrated or bundled
with any of Boole's software products or as a separate stand-alone product, and
"Internally Developed Software" means all software programs developed for or on
behalf of Boole and currently being distributed by Boole and all software
products or programs under development by Boole but not currently distributed,
other than Third Party Distributed Software.  Third Party Distributed Software
and Internally Developed Software shall collectively be referred to as the
"Software Programs."

                 2.12.1.  Ownership.  Boole exclusively owns all Internally
         Developed Software, including without limitation those Software
         Programs listed on Section 2.12.1 of the Boole Disclosure Schedule,
         free and clear of all mortgages, pledges, liens, security interests,
         conditional sales agreements, encumbrances or charges of any kind
         (other than object code end-user licenses in the ordinary course of
         business and Marketing Agreements).  Boole exclusively owns all
         material patents, trademarks, service marks, trade names and
         copyrights (including registrations, licenses and applications
         pertaining thereto) and all other material intellectual property
         rights, trade secrets and other confidential or proprietary
         information, processes and formulae embodied in the Internally
         Developed Software (the "Intellectual Property"), free and clear of
         all mortgages, pledges, liens, security interests, conditional sales
         agreements, encumbrances or charges of any kind (other than object
         code end-user licenses in the ordinary course of business and
         Marketing Agreements).  Section 2.12 of the Boole Disclosure Schedule
         contains a complete list of all registered trademarks and service
         marks, all reserved trade names, all registered copyrights and all
         filed patent applications and issued patents relating to the
         Internally Developed Software.

                 2.12.2.  Notices. In no instance has the eligibility of the
         Internally Developed Software for protection under applicable
         copyright law been forfeited to the public domain by omission of any
         required notice or any other action.

                 2.12.3.  Protection. The source code and related technical
         system documentation for the Internally Developed Software are
         protected by Boole as trade secrets in accordance with trade secret
         protections sufficient to maintain trade secret status under
         applicable law.  The source code and related technical system
         documentation for the Internally Developed Software have been
         disclosed by Boole only to (i) employees and contractors who have had
         a "need to know" the contents thereof in connection with the
         performance of their duties to Boole and who have executed
         nondisclosure agreements substantially in the form provided by Boole
         to BMC, and (ii) third parties under source code escrow agreements.

                 2.12.4.  Personnel.  All personnel who during the three years
         prior to the date hereof have been employees, agents, consultants and
         contractors of Boole and who (on behalf of Boole) have contributed to
         or participated in the conception and development of Internally
         Developed Software and related technical documentation that is
         material to the operation of Boole's business have executed
         nondisclosure agreements substantially in the form provided by Boole
         to BMC and  have executed appropriate instruments of assignment in
         favor of
   10
         Boole as assignee that have conveyed to Boole, effective, and
         exclusive ownership of all tangible and intangible property thereby
         arising.

                 2.12.5.  Third-Party Software.  Section 2.12.5 of the Boole
         Disclosure Schedule contains a complete list of material Third Party
         Distributed Software.  Section 2.12.5 of the Boole Disclosure Schedule
         lists all license agreements for the use of all such material Third
         Party Software and, if any such software is not licensed, the basis of
         the use of such software by Boole.  Boole has not taken any action
         that could, or failed to take any action, the failure of which could,
         reasonably be expected to (i) give rise to the termination by a
         licensor of Boole's license to distribute any material Third Party
         Distributed Software or (ii) materially restrict Boole's right of use
         of any material Third Party Distributed Software under any license
         agreement or other right of use, in each case subject to any right
         Boole may have to receive notice of and/or cure or remedy such action
         or failure to act.

                 2.12.6.  No Infringement.  The Internally Developed Software
         and, to Boole's knowledge as of the date of this Agreement, the Third
         Party Distributed Software do not infringe and will not infringe any
         copyright or trade secret of any person or entity, and, to Boole's
         knowledge, no part of the Internally Developed Software nor the use
         thereof for their intended purposes (and to Boole's knowledge as of
         the date of this Agreement, no part of the Third Party Distributed
         Software nor the use thereof for their intended purposes) infringes or
         will infringe any valid and subsisting patent or other exclusionary
         right of any third party.  As of the date of this Agreement, no
         written claims have been asserted against Boole by any person or
         entity as to the use of any of the Intellectual Property.

                 2.12.7.  Integrity.  Except with respect to demonstration or
         trial copies, no portion of the Internally Developed Software or, to
         Boole's knowledge as of the date of this Agreement, the Third Party
         Distributed Software contains any "back door," "time bomb," "Trojan
         horse," "worm," "drop dead device," "virus" or other software routines
         or hardware components designed to permit unauthorized access or to
         disable or erase software, hardware, or data without the consent of
         the user.

                 2.12.8.  Year 2000.  The Software Programs are Year 2000
         Compliant.  As used in this Section 2.12.8 and Section 3.15, "Year
         2000 Compliant" means that (a) the performance of the software will
         not be adversely affected by any date change involving dates in the
         20th and 21st century and (b) use of the software will not end
         abnormally or provide invalid or incorrect results as a result of date
         data, specifically including date data which represents or references
         different centuries or more than one century, provided that such date
         data is in the correct format for such software as specified in the
         applicable documentation for such software.

         2.13.   Intentionally omitted.

         2.14.   Software Contracts.
   11
                 2.14.1.  End-User Agreements. Section 2.14.1 of the Boole
         Disclosure Schedule sets forth a complete example of each of Boole's
         current standard end user license agreements with respect to the
         Internally Developed Software (the "Standard Licenses").  Section
         2.14.1 of the Boole Disclosure Schedule accurately identifies each
         license transaction (with customer name redacted if desired) which
         generated $200,000 or more of revenues during the fiscal year ended
         September 30, 1998.

                 2.14.2.  Marketing Agreements.  Section 2.14.2 of the Boole
         Disclosure Schedule sets forth a complete list of all contracts,
         agreements, licenses, or other commitments or arrangements in effect
         with respect to the marketing, remarketing, distribution, licensing or
         promotion of the Software Programs or any other Technical
         Documentation or the Intellectual Property by any independent
         salesperson, distributor, sublicensor or other remarketer or sales
         organization (the "Marketing Agreements"), which generated 5% or more
         of Boole's revenues during the preceding four fiscal quarters.

         2.15.   Title to Properties.  With minor exceptions which in the
aggregate are not material, and except for merchandise and other property and
assets sold, used or otherwise disposed of in the ordinary course of business
for fair value or no longer necessary for the operation of Boole's business,
Boole has good and valid title to or valid leasehold interests in all its
properties, interests in properties and assets, real and personal, reflected in
the most recent balance sheet of Boole included in the Boole Reports, free and
clear of any Encumbrance of any nature whatsoever, except (i) liens and
Encumbrances reflected in the most recent balance sheet of Boole included in
the Boole Reports, (ii) liens for current taxes or other governmental charges
or levies not yet due and payable, (iii) Encumbrances that are created, arise
or exist under or in connection with any leases or other contracts or other
matters referred to in the Boole Disclosure Schedule, (iv) Encumbrances that
relate to or are created, arise or exist in connection with, any legal
proceeding that is being contested in good faith, and (v) such imperfections of
title, easements and Encumbrances, if any, as do not and will not materially
detract from the value of the property subject thereto or affected thereby, or
otherwise materially impair business operations.  All leases pursuant to which
Boole leases (whether as lessee or lessor) any substantial amount of real or
personal property are in good standing, valid and effective, except as validity
or effectiveness may be limited by (i) bankruptcy, insolvency, reorganization,
debtor relief or similar laws affecting the rights of creditors generally, and
(ii) general principles of equity; and there is not, under any such leases, any
existing or prospective default or event of default or event which with notice
or lapse of time, or both, would constitute a default by Boole and in respect
to which Boole has not taken reasonable steps to prevent a default from
occurring.  The buildings and premises of Boole that are used in its business
are in good and sufficient operating condition and repair for the continued
conduct of Boole's business on a basis consistent with past practice, subject
to ordinary wear and tear.  All major items of equipment of Boole are in good
and sufficient operating condition and in a state of reasonable maintenance and
repair for the continued conduct of Boole's business on a basis consistent with
past practice, ordinary wear and tear excepted, and are free from any known
defects except as may be repaired by routine maintenance and such minor defects
as do not substantially interfere with the continued use thereof in the conduct
of normal operations.

         2.16.   Intentionally omitted.
   12
         2.17.   Environmental Compliance.

                 2.17.1.  Environmental Conditions.  There are no materials or
         substances that are regulated by Applicable Environmental Laws (as
         defined in Section 2.17.3) on any real property owned by Boole as a
         result of the actions of Boole or, to its knowledge, of any third
         party or otherwise, that could reasonably be expected to have a
         Material Adverse Effect on Boole.

                 2.17.2.  Permits, etc.  Boole has in full force and effect all
         environmental permits, licenses, approvals and other authorizations
         required under Applicable Environmental Laws to conduct its operations
         and is operating in material compliance thereunder.

                 2.17.3.  Compliance.  Boole's operations and use of its assets
         do not violate any applicable federal, state or local law, statute,
         ordinance, rule, regulation, order or notice requirement pertaining to
         (a) the condition or protection of air, groundwater, surface water,
         soil, or other environmental media, (b) the environment, including
         natural resources or any activity which affects the environment, or
         (c) the regulation of any pollutants, contaminants, waste, substances
         (whether or not hazardous or toxic), including, without limitation,
         the Comprehensive Environmental Response Compensation and Liability
         Act (49 U.S.C. Section  9601 et seq.), the Hazardous Materials
         Transportation Act (49 U.S.C. Section  1801 et seq.), the Resource
         Conservation and Recovery Act (42 U.S.C. Section  1609 et seq.), the
         Clean Water Act (33 U.S.C. 1251 et seq.), the Clean Air Act (42 U.S.C.
         Section  7401 et seq.), the Toxic Substances Control Act (17 U.S.C.
         Section  2601 et seq.), the Safe Drinking Water Act (42 U.S.C. Section
         201 and Section  300f et seq.), the Rivers and Harbors Act (33 U.S.C.
         Section  401 et seq.), the Oil Pollution Act (33 U.S.C. Section  2701
         et seq.) and analogous state and local provisions, as any of the
         foregoing may have been amended or supplemented from time to time
         (collectively the "Applicable Environmental Laws"), except for
         violations which, either singly or in the aggregate, could not
         reasonably be expected to have a Material Adverse Effect on Boole.

                 2.17.4.  Environmental Claims.  No written notice has been
         served on Boole from any entity, governmental agency or individual
         regarding any existing, pending or threatened investigation or inquiry
         related to alleged violations under any Applicable Environmental Laws,
         or regarding any claims for remedial obligations or contribution under
         any Applicable Environmental Laws, other than any of the foregoing
         which, either singly or in the aggregate, could not reasonably be
         expected to have a Material Adverse Effect on Boole or which have been
         cured or corrected in all material respects.

                 2.17.5.  Renewals.  Boole does not know of any reason it would
         not be able to renew any of the permits, licenses, or other
         authorizations required pursuant to any Applicable Environmental Laws
         to operate and use any of Boole's assets for their current purposes
         and uses.

                 2.17.6.  Environmental Documents.  There are no environmental
         orders or decrees material to current operations conducted by Boole
         and there have not been any environmental
   13
         audits, assessments, investigations or reviews conducted within the
         last five years on any property owned or used by Boole.

         2.18.   Compliance with Other Laws.  Except as set forth in the Boole
Reports, Boole is not in violation of or in default with respect to the
Occupational Safety and Health Act (29 U.S.C. Section  651 et seq.) as amended
("OSHA"), or any other applicable law or any applicable rule, regulation, or
any writ or decree of any court or any governmental commission, board, bureau,
agency, or instrumentality, or delinquent with respect to any report required
to be filed with any governmental commission, board, bureau, agency or
instrumentality, except for violations or defaults which, either singly or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect on Boole.

         2.19.   Finder's Fee.  All negotiations relative to this Agreement and
the transactions contemplated hereby have been carried on by Boole and its
counsel directly with BMC and its counsel, without the intervention on behalf
of Boole of any other person as the result of any act of Boole, and so far as
is known to Boole, without the intervention on behalf of Boole of any other
person in such manner as to give rise to any valid claim against any of the
parties hereto for a brokerage commission, finder's fee or any similar
payments, other than financial advisory fees to be paid by Boole to Morgan
Stanley & Co. in connection with the transaction under financial arrangements
disclosed to BMC.

         2.20.   Compliance with ERISA.  Boole has made available to BMC a copy
of each Boole Plan, any related summary plan description, trust agreement and
annuity or insurance contract, if any, and each plan's most recent annual
report filed with the Internal Revenue Service, if any, and:  (i) each Boole
Plan has been maintained and administered in material compliance with its terms
and with the requirements prescribed by any and all applicable statutes,
orders, rules and regulations, and is, to the extent required by applicable law
or contract, fully funded without having any deficit or unfunded actuarial
liability; (ii) all required contributions under any such plans have been made
and the applicable funds have been funded in accordance with the terms thereof
and no past service funding liabilities exist thereunder; (iii) each Boole Plan
that is required or intended to be qualified under applicable law or registered
or approved by a governmental agency or authority has been so qualified,
registered or approved by the appropriate governmental agency or authority,
and, to the knowledge of Boole, nothing has occurred since the date of the last
qualification, registration or approval to materially and adversely affect, or
cause, the appropriate governmental agency or authority to revoke such
qualification, registration or approval; (iv) to the extent applicable, the
Boole Plans comply, in all material respects, with the requirements of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the
Code, and any Boole Plan intended to be qualified under Section 401(a) of the
Code has been determined by the Internal Revenue Service to be so qualified
and, to the knowledge of Boole, nothing has occurred to cause the loss of such
qualified status; (v) no Boole Plan is covered by Title IV of ERISA or Section
412 of the Code; (vi) there are no pending or, to the knowledge of Boole,
anticipated material claims against or otherwise involving any of the Boole
Plans and no suit, action or other litigation (excluding claims for benefits
incurred in the ordinary course of Boole Plan activities) has been brought
against or with respect to any Boole Plan; (vii) all material contributions,
reserves or premium payments, required to be made as of the date hereof to the
Boole Plans have been made or provided for; (viii) Boole has
   14
not incurred any liability under subtitle C or D of Title IV of ERISA with
respect to any "single-employer plan," within the meaning of Section
4001(a)(15) of ERISA, currently or formerly maintained by Boole; (ix) Boole has
not incurred any withdrawal liability under Subtitle E of Title IV of ERISA
with respect to any "multiemployer plan," within the meaning of Section
4001(a)(3) of ERISA; (x) Boole has substantially performed all obligations,
whether arising by law or by contract, required to be performed by it in
connection with the Boole Plans; (xi) to the knowledge of Boole, no act,
omission or transaction has occurred which would result in imposition on Boole
of (a) a civil penalty assessed pursuant to subsections (c), (i) or (l) of
Section 502 of ERISA, (b) breach of fiduciary duty liability damages under
Section 409 of ERISA or (c) a tax imposed pursuant to Chapter 43 of Subtitle D
of the Code; (xii) in connection with the consummation of the transactions
contemplated by this Agreement, no payments have or will be made hereunder,
under the Boole Plans or otherwise by Boole which, in the aggregate, would
result in imposition of the sanctions imposed under Sections 280G and 4999 of
the Code; and (xiii) Boole has no obligations for retiree health and life
benefits under any Boole Plan, except as set forth on Section 2.20 of the Boole
Disclosure Schedule, and there are no restrictions on the rights of Boole to
amend or terminate any such Boole Plan without incurring any liability
thereunder.

         2.21.   Investigations; Litigation.  Except as required pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and
regulations promulgated thereunder (collectively, "HSR") and any applicable
comparable foreign laws and regulations, (i) no investigation or review by any
governmental entity with respect to Boole or any of the transactions
contemplated by this Agreement is pending or, to Boole's knowledge is, as of
the date of this Agreement, threatened, nor, as of the date of this Agreement,
has any governmental entity indicated to Boole an intention to conduct the
same, and (ii) except as set forth in the Boole Reports, as of the date of this
Agreement, there is no action, suit or proceeding pending or, to Boole's
knowledge, threatened against or affecting Boole at law or in equity, or before
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, which either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect on
Boole.

         2.22.   Product Warranty.  There are no existing liabilities or, to
the knowledge of Boole, likely liabilities, arising from claims regarding the
performance or design of the products and services sold by Boole either in the
past or at present for which adequate reserves have not been established on the
most recent balance sheet in the Boole Reports that in the aggregate could
reasonably be expected to have a Material Adverse Effect on Boole.

         2.23.   Information for Proxy Statement.  All information and data
(including financial statements) concerning Boole which is or will be furnished
by Boole and included in the registration statement and proxy statement
(collectively, the "Proxy Statement") issued in connection with the
transactions contemplated by this Agreement will not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
in which they were made, not misleading.
   15
         2.24.   Investment Company.  Boole is not an "investment company," or
an "affiliated person of" or "promoter" or "principal underwriter" of an
investment company, as those terms are defined in the Investment Company Act of
1940, as amended (the "Investment Company Act").

         2.25.   Pooling.  Neither Boole, nor to the knowledge of Boole, any of
its affiliates has taken or agreed to take any action that would prevent Boole
from being a "poolable entity" in accordance with generally accepted accounting
principles and the Regulations of the Securities and Exchange Commission.

         2.26.   Article IX of Boole's Certificate of Incorporation and Section
203 of the Delaware General Corporation Law.  As of the date hereof and at all
times on or prior to the Effective Time, neither the provisions of Section A of
Article IX of Boole's Certificate of Incorporation nor Section 203 of the DGCL
are or will apply to this Agreement, the Stock Option Agreement, the Merger or
the transactions contemplated hereby and thereby, including the purchase of
shares of Boole by BMC under the Stock Option Agreement, and the Board of
Directors of Boole, has unanimously approved such transactions.

         2.27.   Inapplicability of Certain Statutes.  Boole is not subject to
any state takeover law that might apply to the Merger or any of the other
transactions contemplated by this Agreement.  Boole is not subject to Section
2115 of the California Corporations Code.

                                  ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF BMC AND MERGER SUB

         BMC and Merger Sub represent and warrant subject to the exceptions
specifically described in writing in the respective sections of the disclosure
schedule delivered by BMC to Boole and dated the date hereof (the "BMC
Disclosure Schedule") as follows:

         3.1.    Organization and Standing.  Each of BMC and Merger Sub is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, has full requisite corporate power and authority
to carry on its business as it is currently conducted, and to own and operate
the properties currently owned and operated by it and is duly qualified or
licensed to do business and is in good standing as a foreign corporation
authorized to do business in all jurisdictions in which the character of the
properties owned or the nature of the business conducted by it would make such
qualification or licensing necessary, except where the failure to be so
qualified or licensed could not reasonably be expected to have a Material
Adverse Effect on BMC.  As hereinafter used in this Article III, the term "BMC"
also includes any and all of its directly and indirectly held subsidiaries,
except where the context indicates to the contrary; provided, however, that for
purposes of Section 3.9, the term "BMC" further includes any corporation,
trade, business or entity under common control with BMC within the meaning of
Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

         3.2.    Agreement Authorized and its Effect on Other Obligations.  The
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary
   16
corporate action on the part of BMC and Merger Sub, and this Agreement is a
valid and binding obligation of BMC and Merger Sub enforceable against BMC and
Merger Sub in accordance with its terms, except as enforceability may be
limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar
laws affecting the rights of creditors generally, and (ii) general principles
of equity.  At the Effective Time and except as specified in Section 3.2 of the
BMC Disclosure Schedule, the consummation of the Merger will not conflict with
or result in a violation or breach of any term or provision of, nor constitute
a default under (i) the certificate of incorporation or bylaws of BMC or Merger
Sub or (ii) any indenture, mortgage, deed of trust, lease, contract or other
agreement to which BMC or any of its subsidiaries is a party or by which any of
them or their properties are bound, other than such violations, breaches or
defaults as could not reasonably be expected to have a Material Adverse Effect
on BMC.

         3.3.    Capitalization.  (a) The capitalization of BMC consists of
1,000,000 shares of preferred stock, par value $.01 per share, of which at
September 30, 1998 no shares were issued or outstanding; and 600,000,000 shares
of BMC Common Stock, par value $.01 per share, of which at September 30, 1998,
217,259,162 shares were issued and outstanding, an additional 36,756,693 shares
were reserved for issuance in connection with various BMC benefit plans and an
additional 5,966,100 shares were reserved for issuance upon exercise of
outstanding warrants; at September 30, 1998, 1,531,279 shares of BMC Common
Stock were held in BMC's treasury.  Other than as set forth above, BMC has no
outstanding options, warrants or obligations of any kind to issue shares of its
capital stock.

         (b)     The capitalization of Merger Sub consists of 1,000 shares of
common stock, par value $.01 per share ("Merger Sub Common Stock"), of which as
of the date hereof, 100 were issued and outstanding and none were reserved for
issuance.  As of the date hereof, all of the outstanding shares of Merger Sub
Common Stock are owned free and clear of any liens, claims or encumbrances by
BMC.

         3.4.    Reports and Financial Statements.  BMC has previously
furnished or made available (including through the SEC EDGAR system) to Boole
true and complete copies of (a) all annual reports filed by BMC with the
Commission pursuant to the Exchange Act, since September 30, 1995, (b) BMC's
quarterly and other reports filed with the Commission since September 30, 1995,
(c) all definitive proxy solicitation materials filed by BMC with the
Commission since September 30, 1995, and (d) any registration statements of BMC
declared effective by the Commission since September 30, 1995.  The
consolidated financial statements of BMC and its subsidiaries included in BMC's
most recent report on Form 10-K and most recent report on Form 10-Q, and any
other reports filed with the Commission by BMC under the Exchange Act
subsequent thereto (the "BMC Reports") were, or (if filed after the date
hereof) will be, prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved and fairly
present, or will fairly present, the consolidated financial position for BMC
and its subsidiaries as of the dates thereof and the consolidated results of
their operations and changes in financial position for the periods then ended
(except with respect to interim period financial statements, for normal
year-end adjustments which are not material and for the absence of footnotes).
The BMC Reports did not at the time each of the BMC Reports was filed with the
Commission (or, if amended or superseded by a subsequent filing, then on the
date of such filing), and (if filed after the date hereof) will not
   17
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
Since September 30, 1995, BMC has filed with the Commission all reports
required to be filed by BMC under the Exchange Act and the rules and
regulations of the Commission.

         3.5.    Liabilities.  BMC has no liabilities of the type required to
be disclosed in the consolidated financial statements of BMC prepared in
accordance with generally accepted accounting principles applied on a
consistent basis, except for:  (i) liabilities disclosed in the financial
statements (including any related notes) contained in the BMC Reports and (ii)
liabilities incurred in the ordinary course of business consistent with past
practices.

         3.6.    No Undisclosed Defaults.  Except as may be specified in the
BMC Reports, BMC is not in default in any material obligation or covenant on
its part to be performed under any lease or other contract that is material to
the business of BMC and its subsidiaries taken as a whole.

         3.7.    Absence of Certain Changes and Events in BMC.  Except as set
forth in the BMC Reports, other than as a result of the transactions
contemplated by this Agreement, between June 30, 1998 and the date of this
Agreement, there has not been:

                 3.7.1.   Financial Change.  Any adverse change in the
         financial condition, operations, or business of BMC which could
         reasonably be expected to have a Material Adverse Effect on BMC;

                 3.7.2.   Property Damage.  Any damage, destruction, or loss to
         the business or properties of BMC (whether or not covered by
         insurance) that could reasonably be expected to have a Material
         Adverse Effect on BMC;

                 3.7.3.   Dividends.  Any declaration, setting aside, or
         payment of any dividend or other distribution in respect of BMC's
         capital stock, or any direct or indirect redemption, purchase or any
         other acquisition of such stock; or

                 3.7.4.   Labor Disputes.  Any labor dispute (other than
         routine grievances).

         3.8.    Finder's Fee.  All negotiations relative to this Agreement and
the transactions contemplated hereby have been carried on by BMC and its
counsel, directly with Boole or its counsel, without the intervention on behalf
of BMC of any other person as the result of an act of BMC and, so far as known
to BMC, without the intervention on behalf of BMC of any other person in such
manner as to give rise to any valid claim against any of the parties hereto for
a brokerage commission, finder's fee, or any similar payments, other than
financial advisory fees to be paid by BMC to Goldman, Sachs & Co. in connection
with the merger contemplated by this Agreement.

         3.9.    Compliance With ERISA.  BMC will make available to Boole a
copy of all bonus, incentive compensation, stock option, deferred compensation,
profit-sharing, retirement, pension, welfare, severance pay, supplemental
income, group insurance, death benefit, or other fringe benefit
   18
plans, arrangements or trust agreements covering active, former or retired
employees of BMC (collectively, the "BMC Plans"), any related summary plan
description, trust agreement and annuity or insurance contract, if any, and
each plan's most recent annual report filed with the Internal Revenue Service,
if any, the most recent reports with respect to such plans, trust agreements
and annuity or insurance contracts filed with any governmental agency, all
Internal Revenue Service determination letters that have been received with
respect to such plans and:  (i) each BMC Plan has been maintained and
administered in material compliance with its terms and with the requirements
prescribed by any and all applicable statutes, orders, rules and regulations,
and is, to the extent required by applicable law or contract, fully funded
without having any deficit or unfunded actuarial liability; (ii) all required
contributions under any such plans have been made and the applicable funds have
been funded in accordance with the terms thereof and no past service funding
liabilities exist thereunder; (iii) each BMC Plan that is required or intended
to be qualified under applicable law or registered or approved by a
governmental agency or authority has been so qualified, registered or approved
by the appropriate governmental agency or authority, and nothing has occurred
since the date of the last qualification, registration or approval to adversely
affect, or cause, the appropriate governmental agency or authority to revoke
such qualification, registration or approval; (iv) to the extent applicable,
the BMC Plans comply, in all material respects, with the requirements of ERISA
and the Code, and any BMC Plan intended to be qualified under Section 401(a) of
the Code has been determined by the Internal Revenue Service to be so qualified
and nothing has occurred to cause the loss of such qualified status; (v) no BMC
Plan is covered by Title IV of ERISA or Section 412 of the Code; (vi) there are
no pending or anticipated material claims against or otherwise involving any of
the BMC Plans and no suit, action or other litigation (excluding claims for
benefits incurred in the ordinary course of BMC Plan activities) has been
brought against or with respect to any BMC Plan; (vii) all material
contributions, reserves or premium payments, required to be made as of the date
hereof to the BMC Plans have been made or provided for; (viii) BMC has not
incurred any liability under subtitle C or D of Title IV of ERISA with respect
to any "single-employer plan," within the meaning of Section 4001(a) of ERISA,
currently or formerly maintained by BMC; (ix) BMC has not incurred any
withdrawal liability under Subtitle E of Title IV of ERISA with respect to any
"multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA; (x)
BMC has substantially performed all obligations, whether arising by law or by
contract, required to be performed by it in connection with the BMC Plans; (xi)
no act, omission or transaction has occurred which would result in imposition
on BMC of (a) a civil penalty assessed pursuant to subsections (c), (i) or (l)
of Section 502 of ERISA, (b) breach of fiduciary duty liability damages under
Section 409 of ERISA or (c) a tax imposed pursuant to Chapter 43 of Subtitle D
of the Code; (xii) in connection with the consummation of the transactions
contemplated by this Agreement, no payments have or will be made hereunder,
under the BMC Plans or otherwise by BMC which, in the aggregate, would result
in imposition of the sanctions imposed under Sections 280G and 4999 of the
Code; and (xiii) BMC does not have any obligations for retiree health and life
benefits under any BMC Plan, except as set forth on Section 3.9 of the BMC
Disclosure Schedule, and there are no restrictions on the rights of BMC to
amend or terminate any such BMC Plan without incurring any liability
thereunder.

         3.10.   Investigations; Litigation.  Except as required pursuant to
HSR and any applicable comparable foreign laws and regulations, (i) no
investigation or review by any governmental entity with respect to BMC in
connection with any of the transactions contemplated by this Agreement is
   19
pending or, to BMC's knowledge is, as of the date of this Agreement,
threatened, nor, as of the date of this Agreement, has any governmental entity
indicated to BMC an intention to conduct the same and (ii) except as set forth
in the BMC Reports, as of the date of this Agreement, there is no action, suit
or proceeding pending or, to BMC's knowledge, threatened against or affecting
BMC or its subsidiaries at law or in equity, or before any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, which either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect on BMC.

         3.11.   Information for Proxy Statement.  All information and data
(including financial statements) concerning BMC which is or will be furnished
by BMC and included in the Proxy Statement to be issued in connection with the
transactions contemplated by this Agreement will not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
in which they were made, not misleading.

         3.12.   Actions Preventing Treatment as a Reorganization.  Neither BMC
nor, to the knowledge of BMC, any of its affiliates has taken or agreed to take
any action that would prevent the Merger from constituting a reorganization
qualifying under the provisions of Section 368(a) of the Code.  Merger Sub was
formed solely for the purpose of engaging in the transactions contemplated by
this Agreement, has engaged in no other business activities and has conducted
its operations only as contemplated by this Agreement.

         3.13.   Pooling.  Neither BMC, nor to the knowledge of BMC, any of its
affiliates has taken or agreed to take any action that would prevent the Merger
from being treated as a "pooling of interests" in accordance with generally
accepted accounting principles and the Regulations of the Commission (a
"Pooling Transaction").

         3.14.   BMC Common Stock.  The BMC Common Stock to be issued in
connection with the Merger has been duly authorized by all necessary corporate
action, and when issued in accordance with this Agreement, will be validly
issued, fully paid and nonassessable and not subject to preemptive rights.

         3.15.   Year 2000.  All software programs currently being marketed by
BMC are Year 2000 Compliant.

                                   ARTICLE IV

                       OBLIGATIONS PENDING EFFECTIVE TIME

         4.1.    Agreements of Boole.  Boole agrees that from the date hereof
to the Effective Time, except (i) to the extent BMC shall otherwise consent in
writing (which consent shall not be unreasonably withheld or delayed) or (ii)
as set forth or referred to in the section of the Boole Disclosure Schedule
corresponding to the respective section of this Article IV, it will:
   20
                 4.1.1.   Maintenance of Present Business.  Other than as
         contemplated by this Agreement, operate its business only in the
         usual, regular, and ordinary manner in an effort to maintain the
         goodwill it now enjoys and, to the extent consistent with such
         operation, use all reasonable efforts to preserve intact its present
         business organization, keep available the services of its present
         officers and employees, and preserve its relationships with customers,
         suppliers, jobbers, distributors, and others having business dealings
         with it, and in connection therewith it shall not substantially and
         adversely deviate from its licensing and pricing practices;

                 4.1.2.   No Delay.  Not take any action or enter into any
         transaction which would materially affect the ability of Boole to, or
         materially delay Boole's ability to, complete the transactions
         contemplated by this Agreement;

                 4.1.3.   Maintenance of Books and Records.  Maintain its books
         of accounts and records in the usual, regular, and ordinary manner, in
         accordance with generally accepted accounting principles applied on a
         consistent basis;

                 4.1.4.   Compliance with Law.  Duly comply with all laws
         applicable to it and to the conduct of its business, except where the
         failure to comply with such laws would not have a Material Adverse
         Effect on Boole;

                 4.1.5.   Compliance with Agreement.  At its expense, take all
         commercially reasonable actions as may be necessary, advisable or
         proper (i) to consummate and make effective, in the most expeditious
         manner practicable, the Merger and the other transactions contemplated
         by this Agreement,  (ii) to insure that the representations and
         warranties made by it herein are true and correct at the Effective
         Time such that the condition contained in Section 5.2.1 would be
         satisfied, (iii) to fully perform all covenants made by it herein and
         (iv) to satisfy timely all other obligations imposed upon it by this
         Agreement;

                 4.1.6.   Inspection.  Upon reasonable advance notice, permit
         BMC and its officers and authorized representatives, during normal
         business hours, to inspect its records and to consult with its
         officers, employees, attorneys, and agents for the purpose of
         determining the accuracy of the representations and warranties
         hereinabove made and the compliance with covenants contained in this
         Agreement; provided, however, that Boole shall not be required to
         permit any inspection, or to disclose any information, that in the
         reasonable judgment of Boole would (i) result in the disclosure of any
         trade secrets of third parties, (ii) violate any obligation of Boole
         with respect to confidentiality, (iii) jeopardize protections afforded
         Boole under the attorney-client privilege or the attorney work product
         doctrine, or (iv) materially interfere with the conduct of Boole's
         business;  and

                 4.1.7.   Maintenance of Intellectual Property.  Not take any
         action that would, or not fail to take any action the failure of which
         would, materially and adversely affect its Intellectual Property.
   21
         4.2.    Agreements of BMC and Boole.  Each party agrees to take (or
not to take, as the case may be) the following actions after the date hereof:

                 4.2.1.   Hart-Scott-Rodino.  Each party shall promptly file
         such materials as are required under HSR with respect to the
         transactions contemplated hereby and shall cooperate with the other
         party to the extent necessary to assist the other party in the
         preparation of such filings.  Each party shall promptly make and
         effect all other registrations, filings and submissions required to be
         made or effected by it pursuant to the Securities Act, the Exchange
         Act and any other applicable legal requirements with respect to the
         Merger.  Without limiting the generality of the foregoing, each party
         agrees to (i) promptly provide all information requested by any
         governmental entity in connection with the Merger or any of the other
         transactions contemplated by this Agreement; (ii) promptly take, and
         cause its affiliates to take, all actions and steps necessary to
         obtain any antitrust clearance or similar clearance required to be
         obtained from the Federal Trade Commission, the Department of Justice,
         any state attorney general, any foreign competition authority or any
         other governmental entity in connection with the transactions
         contemplated by this Agreement; (iii) give the other party prompt
         notice of the commencement of any investigation, action or legal
         proceeding by or before any governmental entity with respect to the
         Merger or any of the other transactions contemplated by this
         Agreement; (iv) keep the other party informed as to the status of any
         such investigation, action or legal proceeding, and (v) promptly
         inform the other party of any communication to or from the Federal
         Trade Commission, the Department of Justice or any other governmental
         entity regarding the Merger.  Each party will consult and cooperate
         with the other parties and will consider in good faith the views of
         the other parties in connection with any analysis, appearance,
         presentation, memorandum, brief, argument, opinion or proposal made or
         submitted in connection with any investigation, action or legal
         proceeding under or relating to HSR or any other federal or state or
         foreign antitrust, competition or fair trade law.  In addition, except
         as may be prohibited by any governmental entity or by any law, rule or
         regulation, in connection with any investigation, action or legal
         proceeding under or relating to HSR or any other federal or state or
         foreign antitrust, competition or fair trade law or any other similar
         investigation, action or legal proceeding, each party hereto will
         permit authorized representatives of the other party to be present at
         each meeting or conference relating to any such investigation, action
         or legal proceeding and to have access to and be consulted in
         connection with any document, opinion or proposal made or submitted to
         any governmental entity in connection with any such investigation,
         action or legal proceeding;

                 4.2.2.   Proxy Statement.  Each party shall cooperate in the
         preparation and prompt filing of the Proxy Statement with the
         Commission with respect to the meeting of Boole's stockholders called
         for the purpose of, among other things, securing stockholder approval
         of the Merger.  Each party shall use all reasonable efforts to have
         the Proxy Statement declared effective by the Commission as promptly
         as practicable after it is filed with the Commission;

                 4.2.3.   Notice of Material Development.  Each party will
         promptly notify the other party in writing of (i) any event occurring
         subsequent to the date of this Agreement which
   22
         would render any representation or warranty of such party contained in
         this Agreement untrue or inaccurate and which would reasonably be
         expected to result in a Material Adverse Effect, (ii) any Material
         Adverse Effect on such party and (iii) any material breach by such
         party of any covenant or agreement contained in this Agreement;

                 4.2.4.   Pooling.  Each party shall use all reasonable efforts
         to cause the Merger to be treated for financial accounting purposes as
         a Pooling Transaction, and shall not take, and shall use all
         reasonable efforts to prevent any affiliate of such party from taking,
         any actions which could prevent the Merger from being treated for
         financial accounting purposes as a Pooling Transaction; and

                 4.2.5.   Tax Treatment.  Neither party shall (before or after
         the Effective Time) take any action or fail to take any action which
         action or failure to act would prevent, or would reasonably be likely
         to prevent, the Merger from qualifying as a reorganization within the
         meaning of Section 368(a) of the Code.  Each party shall use all
         reasonable efforts to obtain the opinions of counsel referred to in
         Sections 5.1.8 and 5.2.4, respectively.

         4.3.    Additional Agreements of Boole.  Boole agrees that from the
date hereof to the Effective Time, except (i) to the extent BMC shall otherwise
consent in writing (which consent shall not be unreasonably withheld or
delayed) or (ii) as set forth or referred to in the section of the Boole
Disclosure Schedule corresponding to the respective section of this Article IV,
it will:

                 4.3.1.   Prohibition of Certain Employment Contracts.  Not
         enter into any contracts of employment which (i) cannot be terminated
         on notice of 14 days or less without the payment of severance
         compensation or (ii) provide for any increase in compensation,
         including, without limitation, any modification of any stock option
         agreements, outside the ordinary course of business consistent with
         past practice, or severance payments or benefits covering a period
         beyond the termination date (other than those which BMC has previously
         approved) except as contemplated by this Agreement or as may be
         required by law;

                 4.3.2.   Prohibition of Certain Loans.  Not incur any
         indebtedness for borrowed money except for borrowings incurred in the
         ordinary course of business consistent with past practices;

                 4.3.3.   Prohibition of Certain Commitments.  Not enter into
         commitments of a capital expenditure nature which would exceed
         $1,000,000, in the aggregate, except as may be necessary for the
         maintenance of existing facilities and equipment in good operating
         condition and repair in the ordinary course of business and except as
         may be required by law;

                 4.3.4.   Intentionally omitted;

                 4.3.5.   Maintenance of Insurance.  Maintain insurance (or
         self insurance reserves)  on its properties and with respect to the
         conduct of its business of such kinds and in such substantially
         similar amounts as presently carried by it, which insurance (or self
         insurance reserves) may be added to from time to time in its
         discretion; provided, that if during the
   23
         period from the date hereof to and including the Effective Time any of
         its property or assets are damaged or destroyed by fire or other
         casualty, the obligations of BMC and Boole under this Agreement shall
         not be affected thereby (subject, however, to the provision that the
         coverage limits of such policies are adequate in amount to cover the
         replacement value of such property or assets and loss of profits
         during replacement, less commercially reasonable deductibles, if of
         material significance to the assets or operations of Boole) but it
         shall promptly notify BMC in writing thereof and proceed with the
         repair or restoration of such property or assets in such manner and to
         such extent as may be approved by BMC, and upon the Effective Time all
         proceeds of insurance and claims of every kind arising as a result of
         any such damage or destruction shall remain the property of Boole;

                 4.3.6.   Boole Acquisition Proposals.

                          4.3.6.1.  No Solicitation.  Not directly or
                 indirectly, or authorize or permit any of its respective
                 agents to:  (i) solicit, initiate, facilitate or knowingly
                 encourage (including by way of furnishing information) any
                 inquiry or the making of any proposal which constitutes, or
                 may reasonably be expected to lead to, any acquisition or
                 purchase by a third party (other than BMC or an affiliate of
                 BMC) of a substantial amount of assets of, or any equity
                 interest in, Boole or any merger, consolidation, business
                 combination, sale of securities, recapitalization,
                 liquidation, dissolution or similar transaction involving
                 Boole (in each case, other than as permitted by Section 4.1.1,
                 Section 4.3.8 or any other provision of this Agreement)
                 (collectively, "Boole Transaction Proposals") or agree to or
                 endorse any Boole Transaction Proposal or (ii) propose, enter
                 into or participate in any discussions or negotiations
                 regarding any Boole Transaction Proposal, or furnish to
                 another person (other than BMC or a representative of BMC) any
                 information with respect to its business, properties or assets
                 for the purpose of facilitating any Boole Transaction
                 Proposal, provided, however, that nothing contained in this
                 Section 4.3.6.1 or elsewhere in this Agreement shall prohibit
                 Boole from (A) furnishing information pursuant to an
                 appropriate confidentiality letter concerning Boole and its
                 businesses, properties or assets to a third party who has made
                 a Superior Boole Transaction Proposal (as defined below), (B)
                 engaging in discussions or negotiations with a third party who
                 has made a Superior Boole Transaction Proposal or (C)
                 following receipt of a Superior Boole Transaction Proposal,
                 taking and disclosing to its stockholders a position
                 (including a positive recommendation) with respect thereto or
                 changing, withdrawing or withholding the approval or
                 recommendation by Boole's board of directors of this Agreement
                 or the Merger, but in each case referred to in the foregoing
                 clauses (A) through (C) only after the board of directors of
                 Boole concludes in good faith following advice of its outside
                 counsel, represented by a written opinion, that such action is
                 reasonably necessary in order for the board of directors of
                 Boole to comply with its fiduciary obligations to Boole's
                 stockholders under applicable law.  If the board of directors
                 of Boole receives a Boole Transaction Proposal, then Boole
                 shall immediately inform BMC of the terms and conditions of
                 such proposal and the identity of the person making it and
                 shall keep BMC fully informed of the status and details of any
                 such Boole Transaction Proposal and of all
   24
                 steps it is taking in response to such Boole Transaction
                 Proposal; provided that nothing contained in this Section
                 4.3.6.1 or elsewhere in this Agreement shall prohibit Boole or
                 its board of directors from (i) making such disclosure to
                 Boole's stockholders or taking any action which, in the good
                 faith judgment of Boole's board of directors based on a
                 written opinion of its outside counsel, may be required under
                 applicable law, including Rules 14d-9 and 14e-2 promulgated
                 under the Exchange Act, or (ii) filing with the Commission a
                 report on Form 8-K with respect to this Agreement and, only in
                 the event BMC shall have previously filed a copy of this
                 Agreement with the Commission, filing a copy of this Agreement
                 and any related agreements as an exhibit to such report.  For
                 purposes of this Agreement, the term "Superior Boole
                 Transaction Proposal" shall mean a bona fide Boole Transaction
                 Proposal that the board of directors of Boole determines in
                 good faith after consultation with (and based in part on the
                 advice of) its independent financial advisors to be more
                 favorable to Boole and Boole's stockholders than the Merger,
                 is reasonably capable of being financed and is not subject to
                 any material contingencies relating to financing.

                          4.3.6.2.  Acceptance of Superior Boole Transaction
                 Proposals.  If (i) this Agreement is terminated by BMC or
                 Boole pursuant to Section 6.1.5 hereof and there shall not
                 have occurred a Material Adverse Effect on BMC, or (ii) (A)
                 prior to the time of the meeting of Boole's stockholders at
                 which a final vote is taken by such stockholders on a proposal
                 to approve and adopt this Agreement and to approve the Merger,
                 there is publicly announced by a third party (other than BMC
                 or an affiliate of BMC) a proposal for Another Boole
                 Transaction (as defined below); (B) the adoption and approval
                 of this Agreement and the approval of the Merger by the
                 holders of a majority of the shares of Boole Common Stock
                 outstanding as of the record date for such meeting of
                 stockholders shall not have been obtained at such meeting; (C)
                 at or prior to the time of such meeting of Boole's
                 stockholders, there shall not have occurred a Material Adverse
                 Effect on BMC; and (D) Boole enters into an acquisition
                 agreement which provides for Another Boole Transaction or
                 Another Boole Transaction is consummated (in each case with
                 any third party which after the date of this Agreement and
                 before termination of this Agreement has publicly announced a
                 proposal for Another Boole Transaction), in either case within
                 twelve months after the date of termination of this Agreement,
                 then, in any such event unless this Agreement has been
                 terminated by Boole pursuant to Section 6.1.4, Section 6.1.6,
                 Section 6.1.8 or Section 6.1.9, Boole shall pay to BMC
                 simultaneously with termination by Boole in the case of the
                 occurrence of any of the events specified in clause (i) above,
                 and immediately upon the first to occur of the entering into
                 an agreement providing for, or the consummation of, Another
                 Boole Transaction in the case of clause (ii) above (by wire
                 transfer of immediately available funds to an account
                 designated by BMC for such purpose), a fee (the "Break-Up
                 Fee") in an amount equal to $30.0 million.  For purposes of
                 this Paragraph 4.3.6.2, the term "Another Boole Transaction"
                 shall mean any transaction pursuant to which (1) any person,
                 entity or group (within the meaning of Section 13(d)(3) of the
                 Exchange Act) (other than BMC or any affiliate of BMC) (each,
                 a "Third Party") acquires 50% or
   25
                 more of the outstanding Boole Common Stock, (ii) a Third Party
                 acquires 25% or more of the total assets of Boole taken as a
                 whole, (iii) a Third Party merges, consolidates or combines in
                 any other way with Boole other than in a transaction in which
                 holders of Boole Common Stock continue to own at least 75% of
                 the equity of the surviving corporation, or (iv) Boole
                 distributes or transfers to its stockholders, by dividend or
                 otherwise, assets constituting 25% or more of the market value
                 or earning power of Boole on a consolidated basis (it being
                 understood that stock of subsidiaries constitute assets of
                 Boole for purposes of this Paragraph 4.3.6.2).

                 4.3.7.   No Amendment to Certificate of Incorporation, etc.
         Not amend its certificate of incorporation or bylaws or other
         organizational documents or merge or consolidate with or into any
         other corporation or change in any manner the rights of its capital
         stock;

                 4.3.8.   No Issuance, Sale, or Purchase of Securities.  Not
         issue or sell, or issue options or rights to subscribe to, or enter
         into any contract or commitment to issue or sell (upon conversion or
         otherwise), any shares of its capital stock or subdivide or in any way
         reclassify any shares of its capital stock, or acquire, or agree to
         acquire, any shares of its capital stock; provided, that nothing in
         this Section 4.3.8 or elsewhere in this Agreement shall restrict or
         prohibit (a) the issuance by Boole of shares of Boole Common Stock
         upon exercise of options previously granted under existing benefit
         plans or the issuance of Boole Common Stock under the Boole Employee
         Stock Purchase Plan ("ESPP"), (b) the issuance of options to purchase
         up to 100,000 shares of Boole Common Stock per calendar quarter so
         long as such options (i) are granted at fair market value on the date
         of grant, and (ii) vest over four years in accordance with Boole's
         normal vesting schedule, (c) the issuance of shares of Boole Common
         Stock upon the exercise of the options referred to in clause "(b)" of
         this sentence, or (d) Boole from formally issuing option agreements in
         connection with option grants approved by Boole's board of directors
         or a committee thereof prior to the date of this Agreement;

                 4.3.9.   Prohibition on Dividends.  Not declare or pay any
         dividend on shares of its capital stock or make any other distribution
         of assets to the holders thereof;

                 4.3.10.  Supplemental Financial Statements. Deliver to BMC,
         within 90 days after the end of the fiscal year ended September 30,
         1998 the audited consolidated financial statements of Boole included
         in its report on Form 10-K.  Deliver to BMC, within 45 days after the
         end of each fiscal quarter of Boole beginning December 31, 1998 and
         through the Effective Time, unaudited consolidated balance sheets and
         related unaudited statements of income, retained earnings and cash
         flows as of the end of each fiscal quarter of Boole, and as of the
         corresponding fiscal quarter of the previous fiscal year;

                 4.3.11.  Stockholders' Meeting.  Call and hold a meeting of
         stockholders as soon as practicable, but in any event no later than 60
         days after the Commission has indicated that it has no further
         comments on the Proxy Statement for the purpose of considering and
         acting upon a proposal to approve this Agreement and the Merger;
         provided, however, that if Boole shall fail to hold a meeting of
         stockholders by the 60-day deadline solely because of a delay
   26
         directly caused by BMC or because of an event outside of the control
         of Boole, such 60-day deadline shall be extended by the number of days
         by which BMC or the event outside of the control of Boole shall have
         been responsible for delaying the Boole stockholders' meeting; and

                 4.3.12.  Union Contracts and Boole Plans. Not  (i) enter into
         or modify any collective bargaining agreement with any labor union or
         other similar representative of employees, (ii) increase the
         compensation or benefits of any employee of Boole or any of its
         subsidiaries other than in the ordinary course of business, (iii)
         except as contemplated by this Agreement, amend or terminate any Boole
         Plan, or (iv) enter into or adopt any new employee benefit plan,
         policy or arrangement.

         4.4.    Additional Agreements of BMC.  BMC agrees that from the date
hereof to the Effective Time, it will:

                 4.4.1.   Maintenance of Present Business.  Other than as
         contemplated by this Agreement, operate its business in the usual,
         regular, and ordinary manner;

                 4.4.2.   No Delay.  Not take any action or enter into any
         transaction which would materially affect the ability of BMC to, or
         materially delay BMC's ability to, complete the transactions
         contemplated by this Agreement;

                 4.4.3.   No Amendment to Certificate of Incorporation, etc.
         Except as otherwise provided herein, not amend its certificate of
         incorporation or bylaws or other organizational documents or merge
         into any other corporation or change in any manner the rights of its
         Common Stock;

                 4.4.4.   Inspection.  Upon reasonable advance notice, permit
         Boole and its officers and authorized representatives, during normal
         business hours, to inspect its records and to consult with its
         officers, employees, attorneys and agents for the purpose of
         determining the accuracy of the representations and warranties
         hereinabove made and the compliance with covenants contained in this
         Agreement; provided, however, that BMC shall not be required to permit
         any inspection, or to disclose any information, that in the reasonable
         judgment of BMC would (i) result in the disclosure of any trade
         secrets of third parties, (ii) violate any obligation of BMC with
         respect to confidentiality, (iii) jeopardize protections afforded BMC
         under the attorney-client privilege or the attorney work product
         doctrine, or (iv) materially interfere with the conduct of BMC's
         business;

                 4.4.5.   No Issuance, Sale, or Purchase of Securities.  Not
         issue or sell, or issue options (other than (i) options previously
         authorized by the compensation committee of BMC's board of directors,
         (ii) options granted to new personnel upon commencement of employment
         or (iii) options granted in the ordinary course of business as to
         three percent (3%) of the outstanding BMC Common Stock) or rights to
         subscribe to, or enter into any contract or commitment to issue or
         sell (upon conversion or otherwise), any shares of its capital stock
         or subdivide or in any way reclassify any shares of its capital stock,
         or acquire,
   27
         or agree to acquire, any shares of its capital stock; provided, that
         nothing in this Section 4.4.5 shall restrict or prohibit the issuance
         by BMC of shares of BMC Common Stock upon exercise of options
         previously granted under existing employee benefit plans, the issuance
         of shares of BMC Common Stock upon exercise of outstanding warrants,
         or the issuance of up to 2,000,000 shares of BMC Common Stock in the
         acquisition of other businesses in "non-dilutive" (for financial
         reporting purposes) transactions if such acquired businesses would not
         individually or collectively constitute a "significant subsidiary" of
         BMC;

                 4.4.6.   Prohibition on Dividends.  Not declare or pay any
         dividend on shares of its capital stock or make any other distribution
         of assets to the holders thereof;

                 4.4.7.   Issuance of BMC Common Stock.  Take all action
         reasonably necessary to register the "issuance" of BMC Common Stock to
         the stockholders of Boole in connection with the Merger under the
         Securities Act of 1933, as amended (the "Securities Act").  BMC also
         shall take any action reasonably required to be taken under state blue
         sky or securities laws and under other applicable laws, rules and
         regulations in connection with the issuance of the BMC Common Stock
         pursuant to the Merger and pursuant to all assumed Boole Options;

                 4.4.8.   Listing of BMC Stock.  Take such steps as are
         required to accomplish, as of the Effective Time, the Notification of
         Additional Listing of the shares of BMC Common Stock to be issued
         pursuant to this Agreement and pursuant to all assumed Boole Options
         on the Nasdaq National Market; and

                 4.4.9.   Compliance with Agreement.  At its expense, take all
         commercially reasonable actions as may be necessary, advisable or
         proper (i) to consummate and make effective, in the most expeditious
         manner practicable, the Merger and the other transactions contemplated
         by this Agreement,  (ii) to insure that the representations and
         warranties made by it herein are true and correct at the Effective
         Time such that the condition contained in Section 5.1.1 would be
         satisfied, (iii) to fully perform all covenants made by it herein and
         (iv) to satisfy timely all other obligations imposed upon it by this
         Agreement.

                                   ARTICLE V

                      CONDITIONS PRECEDENT TO OBLIGATIONS

         5.1.    Conditions Precedent to Obligations of Boole.  The obligations
of Boole to consummate and effect the Merger shall be subject to the
satisfaction of the following conditions, or to the waiver thereof by Boole in
the manner contemplated by Section 6.4 before the Effective Time:

                 5.1.1.   Representations and Warranties of BMC True at
         Effective Time.  The representations and warranties of BMC herein
         contained shall be, in all respects, true as of and at the Effective
         Time with the same effect as though made at such date, except as
         affected by transactions permitted or contemplated by this Agreement
         and except for those
   28
         representations and warranties that address matters only as of a
         particular date (which shall remain true and correct as of such
         particular date), provided that any inaccuracies in such
         representations and warranties will be disregarded if the
         circumstances giving rise to all such inaccuracies (considered
         collectively) do not constitute, and are not reasonably expected to
         result in, a Material Adverse Effect on BMC (it being understood that
         any materiality qualifications contained in such representations and
         warranties shall be disregarded for this purpose); BMC shall have
         performed and complied, in all material respects, with all covenants
         required by this Agreement to be performed or complied with by BMC
         before the Effective Time; and BMC shall have delivered to Boole a
         certificate, dated the Effective Time and signed on behalf of BMC by
         its chairman of the board and by its chief financial or accounting
         officer to both such effects.

                 5.1.2.   No Material Litigation.  No suit, action or other
         legal proceeding shall have been commenced by any United States
         federal or state, or any European country, governmental entity with
         respect to the Merger and shall be pending, before any court or
         governmental agency of competent jurisdiction which would reasonably
         be expected to have a Material Adverse Effect on BMC.

                 5.1.3.   Stockholder Approval.  At the meeting of stockholders
         of Boole to be held before the Effective Time, the holders of a
         majority of the shares of Boole Common Stock outstanding as of the
         record date for such meeting of stockholders shall have approved the
         Merger and this Agreement.

                 5.1.4.   Hart-Scott-Rodino, etc.  All waiting periods required
         by HSR and any applicable comparable European and Japanese laws and
         regulations shall have expired with respect to the transactions
         contemplated by this Agreement, or early termination with respect
         thereto shall have been obtained without the imposition of any
         governmental request or order requiring the sale or disposition or
         holding separate (through a trust or otherwise) of particular assets
         or businesses of BMC, its affiliates or any component of Boole or
         other actions as a precondition to the expiration of any waiting
         period or the receipt of any necessary governmental approval or
         consent.

                 5.1.5.   Registration of BMC Common Stock.  At or prior to the
         Effective Time the Proxy Statement shall have become effective under
         the Securities Act.

                 5.1.6.   Stock Options.  BMC shall have made effective
         provision for the assumption or substitution at the Effective Time of
         all stock options outstanding under plans maintained by or agreements
         entered into by Boole.

                 5.1.7.   Ancillary Matters.  Boole shall have received a
         favorable opinion from Morgan Stanley & Co. for inclusion in the Proxy
         Statement as to the fairness, from a financial point of view, to the
         Boole stockholders of the Merger Consideration, which opinion shall
         not have been withdrawn at the Effective Time.
   29
                 5.1.8.   Tax Opinion.  Cooley Godward LLP shall have delivered
         to Boole its written opinion (which may be based upon such
         representations, warranties and certificates it deems reasonable and
         appropriate under the circumstances) as of the date that the Proxy
         Statement is first mailed to Boole stockholders substantially to the
         effect that (x) the Merger will constitute a reorganization within the
         meaning of Section 368(a) of the Code, (y) BMC, Merger Sub and Boole
         will each be a party to that reorganization within the meaning of
         Section 368(b) of the Code, and (z) no gain or loss for U.S. federal
         income tax purposes will be recognized by the holders of Boole Common
         Stock upon receipt of shares of BMC Common Stock in the merger, except
         with respect to any cash received in lieu of a fractional share
         interest in BMC Common Stock, and such opinion shall not have been
         withdrawn or modified in any material respect; provided, however, that
         if Cooley Godward LLP does not render such opinion or withdraws or
         modifies such opinion, this condition shall nonetheless be deemed to
         be satisfied if counsel to BMC renders such opinion to Boole.

         5.2.    Conditions Precedent to Obligations of BMC.  The obligations
of BMC to consummate and effect the Merger shall be subject to the satisfaction
of the following conditions, or to the waiver thereof by BMC in the manner
contemplated by Section 6.4 before the Effective Time:

                 5.2.1.   Representations and Warranties of Boole True at
         Effective Time.  The representations and warranties of Boole herein
         contained shall be, in all respects, true as of and at the Effective
         Time with the same effect as though made at such date, except as
         affected by transactions permitted or contemplated by this Agreement
         and except for those representations and warranties that address
         matters only as of a particular date (which shall remain true and
         correct as of such particular date), provided that any inaccuracies in
         such representations and warranties will be disregarded if the
         circumstances giving rise to all such inaccuracies (considered
         collectively) do not constitute, and are not reasonably expected to
         result in, a Material Adverse Effect on Boole (it being understood
         that any materiality qualifications contained in such representations
         and warranties shall be disregarded for this purpose); Boole shall
         have performed and complied, in all material respects, with all
         covenants required by this Agreement to be performed or complied with
         by Boole before the Effective Time; and Boole shall have delivered to
         BMC a certificate, dated the Effective Time and signed on behalf of
         Boole by its chief executive officer and by its chief financial or
         accounting officer to both such effects.

                 5.2.2.   No Material Litigation.  No suit, action or other
         legal proceeding shall have been commenced by any United States
         federal or state, or any European country, governmental entity with
         respect to the Merger and shall be pending before any court or
         governmental agency of competent jurisdiction which would reasonably
         be expected to have a Material Adverse Effect on Boole.

                 5.2.3.   Hart-Scott-Rodino, etc.  All waiting periods required
         by HSR and any applicable comparable European and Japanese laws and
         regulations shall have expired with respect to the transactions
         contemplated by this Agreement, or early termination with respect
         thereto shall have been obtained without the imposition of any
         governmental request or order
   30
         requiring the sale or disposition or holding separate (through a trust
         or otherwise) of particular assets or business of BMC, its affiliates
         or any component of Boole or other actions as a  precondition to the
         expiration of any waiting period or the receipt of any necessary
         governmental approval or consent.

                 5.2.4.   Tax Opinion.  Vinson & Elkins L.L.P. shall have
         delivered to BMC its written opinion (which may be based upon such
         representations, warranties and certificates it deems reasonable and
         appropriate under the circumstances) as of the date that the Proxy
         Statement is first mailed to Boole stockholders substantially to the
         effect that (x) the Merger will constitute a reorganization within the
         meaning of Section 368(a) of the Code, (y) BMC, Merger Sub and Boole
         will each be a party to that reorganization within the meaning of
         Section 368(b) of the Code, and (z) BMC, Merger Sub and Boole will not
         recognize any gain or loss for U.S.  federal income tax purposes as a
         result of the Merger, and such opinion shall not have been withdrawn
         or modified in any material respect; provided, however, that if Vinson
         & Elkins L.L.P. does not render such opinion or withdraws or modifies
         such opinion, this condition shall nonetheless be deemed to be
         satisfied if counsel to Boole renders such opinion to BMC.

                                   ARTICLE VI

                          TERMINATION AND ABANDONMENT

         6.1.    Termination.  Anything contained in this Agreement to the
contrary notwithstanding, this Agreement may be terminated and the Merger
abandoned at any time (whether before or after the approval and adoption
thereof by the stockholders of Boole) before the Effective Time:

                 6.1.1.   By Mutual Consent.  By mutual written consent of BMC
         and Boole.

                 6.1.2.   By BMC Because of Conditions Precedent.  By BMC, if
         (i) there has been a breach by Boole of its representations,
         warranties, covenants, or agreements set forth in this Agreement if,
         as a result of such breach, the conditions set forth in Section 5.2.1
         would not be satisfied, and (ii) Boole fails to cure such breach
         within 30 business days after written notice thereof from BMC (except
         that no cure period shall be provided for any breach by Boole which by
         its nature cannot be cured).

                 6.1.3.   By BMC Because of Material Adverse Change.  By BMC,
         if there has been since September 30, 1998, a Material Adverse Change
         with respect to Boole which condition or event shall not have been
         ameliorated such that it no longer constitutes a Material Adverse
         Change within ten (10) business days following receipt by Boole of
         notice from BMC (except that no cure period shall be provided for any
         Material Adverse Change which by its nature cannot be cured).

                 6.1.4.   By Boole Because of Conditions Precedent.  By Boole,
         if (i) there has been a breach by BMC of any of its representations,
         warranties, covenants or agreements set forth in this Agreement if, as
         a result of such breach, the conditions set forth in Section 5.1.1
   31
         would not be satisfied, and (ii) BMC fails to cure such breach within
         30 business days after written notice thereof from Boole (except that
         no cure period shall be provided for any breach by BMC which by its
         nature cannot be cured).

                 6.1.5.   By Boole or BMC Due to a Superior Boole Transaction
         Proposal.  By Boole or BMC if, before the Effective Time, Boole's
         board of directors shall have withdrawn, withheld or modified in a
         manner adverse to BMC its approval of this Agreement or the Merger
         solely to the extent permitted by the terms, conditions and procedures
         set forth in Section 4.3.6.1.

                 6.1.6.   By Boole Because of Material Adverse Change.  By
         Boole, if there has been since September 30, 1998, a Material Adverse
         Change with respect to BMC which condition or event shall not have
         been ameliorated such that it no longer constitutes a Material Adverse
         Change within ten (10) business days following receipt by BMC of
         notice from Boole (except that no cure period shall be provided for
         any Material Adverse Change which by its nature cannot be cured).

                 6.1.7.   By BMC or Boole Because of Statute or Order.  By BMC
         or Boole if (i) a statute, rule, regulation or executive order shall
         have been enacted, entered or promulgated after the date of this
         Agreement (and shall remain in effect) prohibiting the consummation of
         the Merger substantially on the terms contemplated hereby or (ii) an
         order, decree, ruling or injunction shall have been entered by a court
         of competent jurisdiction after the date of this Agreement (and shall
         not have been vacated, withdrawn or overturned) permanently
         restraining, enjoining or otherwise prohibiting the consummation of
         the Merger substantially on the terms contemplated hereby and such
         order, decree, ruling or injunction shall have become final and non-
         appealable; provided, that the party seeking to terminate this
         Agreement pursuant to this Section 6.1.7 shall have used its
         reasonable best efforts to remove such order, decree, ruling or
         injunction.

                 6.1.8.   By BMC or Boole if Merger not Effective by June 30,
         1999.  By either BMC or Boole, if all conditions to consummation of
         the Merger shall not have been satisfied or waived on or before June
         30, 1999, other than as a result of a breach of this Agreement by the
         terminating party.

                 6.1.9.   By BMC or Boole if Merger Cannot be Accounted for as
         a Pooling.  By BMC or Boole if the Merger cannot for financial
         reporting purposes be accounted for as a "pooling of interests";
         provided, however, this provision shall not be available to a party
         which has taken or has permitted any of its affiliates to take any
         action or which has failed to take or has permitted any of its
         affiliates to fail to take any action, that either alone or in
         combination with actions previously taken, disqualifies the Merger
         from such accounting treatment.

                 6.1.10.  By BMC or Boole if Merger Not Approved by Boole
         Stockholders.  By either BMC or Boole if (i) a meeting of the
         stockholders of Boole (including any adjournments thereof) shall have
         been held and completed and Boole's stockholders shall have taken a
         final vote on a proposal to approve and adopt this Agreement and to
         approve the Merger, and
   32
         (ii) the adoption and approval of this Agreement and the approval of
         the Merger by the holders of a majority of the shares of Boole Common
         Stock outstanding as of the record date for such meeting of
         stockholders shall not have been obtained.

         6.2.    Termination by Board of Directors.  An election of BMC to
terminate this Agreement and abandon the Merger as provided in Section 6.1
shall be exercised on behalf of BMC by its board of directors.  An election of
Boole to terminate this Agreement and abandon the Merger as provided in Section
6.1 shall be exercised on behalf of Boole by its board of directors.

         6.3.    Effect of Termination.  In the event of the termination and
abandonment of this Agreement pursuant to and in accordance with the provisions
of Section 6.1 hereof, this Agreement shall become void and have no effect,
without any liability on the part of any party hereto (or its stockholders or
controlling persons or directors or officers), except (i) the provisions of
Section 4.3.6.2 shall survive such termination and abandonment and (ii) neither
party shall be released or relieved from any liability arising from any willful
breach by such party of any of its representations, warranties, covenants or
agreements as set forth in this Agreement.

         6.4.    Waiver of Conditions.  Subject to the requirements of any
applicable law, any of the terms or conditions of this Agreement may be waived
at any time by the party which is entitled to the benefit thereof, by action
taken by its board of directors.

         6.5.    Expense on Termination.  If the Merger is abandoned pursuant
to and in accordance with the provisions of Section 6.1 hereof, all expenses
will be paid by the party incurring them.

                                  ARTICLE VII

                             ADDITIONAL AGREEMENTS

         7.1.    Assumption of Options.  Promptly after the Effective Time, BMC
will notify in writing each holder of a Boole Option of the assumption of the
Boole Option and that such option will become an option to purchase BMC Common
Stock in accordance with Section 1.10 of the Plan of Merger.  Promptly after
the Effective Time, BMC shall cause all shares of BMC Common Stock issuable
upon exercise of the assumed Boole Options to be registered under an effective
Form S-8 Registration Statement (or other comparable form) filed with the
Commission.

         7.2.    Indemnification of Directors and Officers.  (a) From and after
the Effective Time, BMC shall (and BMC shall cause the Surviving Corporation
to) indemnify and hold harmless each present and former director and officer of
Boole, determined as of the Effective Time, against any claims, losses,
liabilities, damages, judgments, fines, fees, costs or expenses, including,
without limitation, attorneys' fees and disbursements, incurred in connection
with any claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of or pertaining to
matters existing or occurring at or prior to the Effective Time (including,
without limitation, the Merger, the preparation, filing and mailing of the
Proxy Statement and the other transactions and actions contemplated by this
Agreement), whether asserted or claimed prior to, at or after the Effective
Time, and BMC shall (and BMC shall cause the Surviving Corporation to)
   33
fulfill and honor in all respects the obligations of Boole pursuant to all
indemnification agreements existing on the date hereof and the certificate of
incorporation and bylaws of Boole in effect on the date hereof  (and BMC shall
also advance expenses as incurred to the fullest extent permitted under
applicable law provided the person to whom expenses are advanced provides an
undertaking to repay such advances if it is ultimately determined that such
person is not entitled to indemnification).

         (b)     For a period of six (6) years after the Effective Time, BMC
shall maintain (to the extent available in the market) in effect a directors'
and officers' liability insurance policy covering those persons who are
currently covered by Boole's directors' and officers' liability insurance
policy (a copy of which has been heretofore delivered to BMC) with coverage in
amount and scope at least as favorable as Boole's existing coverage (which
coverage may be an endorsement extending the period in which claims may be made
under such existing policy); provided that (i) in no event shall BMC be
required to expend per year for such coverage more than an aggregate of 200% of
the current annual premium expended by Boole to provide such coverage; (ii) if
the annual premiums of such insurance coverage exceed such amount, BMC shall be
obligated to obtain a policy with the greatest coverage available for a cost
not exceeding such amount; and (iii) if a policy of the type described in this
Section 7.2(b) is not available in the market, BMC shall obtain a policy that
is as close as possible to being as favorable as Boole's existing coverage.

         (c)     The provisions of this Section 7.2 are intended to be for the
benefit of, and shall be enforceable by, each person who is entitled to
indemnification under this Section 7.2 and his or her heirs and
representatives, and nothing herein shall affect any indemnification rights
that any such indemnified party and his or her heirs and representatives may
have under the bylaws of Boole or any of its subsidiaries, any contract or
applicable law.  BMC and the Surviving Corporation jointly and severally agree
to pay all expenses, including attorneys' fees, that may be incurred by any
person entitled to indemnification under this Section 7.2 who is the prevailing
party in an action seeking to reinforce the indemnity and other obligations
provided for in this Section 7.2.

         7.3.    Affiliate Agreements.

                 7.3.1.   Boole Affiliates.  To insure that the Merger will be
         treated as a "pooling of interests" and to insure compliance with Rule
         145 of the rules and regulations promulgated by the Commission and the
         Securities Act, each of Boole's directors, executive officers and
         beneficial owners of 10% or more of Boole's Common Stock identified as
         possible "affiliates" (as such term is used in Rule 145 under the
         Securities Act) has concurrently signed and delivered to BMC the Boole
         affiliate agreements in the form attached as Exhibit C.

                 7.3.2.   BMC Affiliates.  To insure that the Merger will be
         treated as a "pooling of interests," each of BMC's directors,
         executive officers and beneficial owners of 10% or more of BMC's
         Common Stock identified as possible "affiliates" (as such term is used
         in Rule 145 under the Securities Act) has concurrently signed and
         delivered to BMC the BMC affiliate agreements in the form attached as
         Exhibit D.
   34
         7.4.    Employee Benefit Plans of Boole.  BMC shall take all actions
necessary or appropriate to permit the employees of Boole and its subsidiaries
("Boole Employees") to continue to participate from and after the Closing Date
in the Boole Plans maintained by Boole and its subsidiaries immediately prior
to the Closing Date.  Notwithstanding the foregoing, BMC may permit or cause
any such Boole Plan to be terminated or discontinued on or after the Closing
Date, provided that BMC shall take all actions necessary or appropriate to
permit the Boole Employees participating in such Boole Plan to immediately
thereafter participate in the comparable BMC Plan maintained by BMC or any of
its subsidiaries for their similarly situated employees.  If the Boole Plan
that is terminated or discontinued by BMC is a group health plan, then BMC
shall permit each Boole Employee participating in such group health plan to be
covered under a BMC Plan that (i) provides medical and dental benefits to each
such Boole Employee effective immediately upon the cessation of coverage of
such individuals under such group health plan, (ii) credits such Boole
Employee, for the year during which such coverage under such BMC Plan begins,
with any deductibles and copayments already incurred during such year under
such group health plan, and (iii) waives any preexisting condition restrictions
to the extent necessary to provide immediate coverage and to the extent such
restrictions were not applicable under such group health plan.  BMC and the BMC
Plans shall recognize each Boole Employee's years of service and level of
seniority with Boole and its subsidiaries for purposes of terms of employment
and eligibility, vesting and benefit determination under the BMC Plans (other
than benefit accruals under any defined benefit pension plan).

         7.5.    Boole ESPP.  As of the Effective Time, the ESPP shall be
terminated.  The rights of participants in the ESPP with respect to any
offering period underway under the ESPP immediately prior to the Effective Time
shall be determined by treating the last business day prior to the Effective
Time as the last day of such offering period and by making such other pro-rata
adjustments as may be necessary to reflect the reduced offering period but
otherwise treating such offering period as a fully effective and completed
offering period for all purposes of such Plan.  Prior to the Effective Time,
Boole may take all actions (including, if appropriate, amending the terms of
the ESPP) that are necessary to give effect to the transactions contemplated by
this Section 7.5.

                                  ARTICLE VIII

                                 MISCELLANEOUS

         8.1.    Entirety.  This Agreement, the attachments and Schedules
thereto, the Plan of Merger, those certain confidentiality letter agreements
dated September 18, 1998, that certain confidentiality letter agreement dated
October 14, 1998 and the Stock Option Agreement embody the entire agreement
among the parties with respect to the subject matter hereof, and all prior
agreements among the parties with respect thereto are hereby superseded in
their entirety.

         8.2.    Counterparts.  Any number of counterparts of this Agreement
may be executed and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
instrument.
   35
         8.3.    Notices and Waivers.  Any notice or waiver to be given to any
party hereto shall be in writing and shall be delivered by overnight courier,
sent by facsimile transmission or first class registered or certified mail,
postage prepaid.

                                  IF TO BMC

Addressed to:                         With a copy to:
                                      
BMC Software, Inc.                    Vinson & Elkins L.L.P.
2101 Citywest Blvd.                   2300 First City Tower
Houston, TX  77042-2827               1001 Fannin
Attention:  Tim Shen                  Houston, TX 77002-6760
Facsimile: (713) 918-8000             Attention:  John S. Watson
                                      Facsimile:  (713) 615-5236

                                 IF TO BOOLE

Addressed to:                         With a copy to:
                                      
Boole & Babbage, Inc.                 Cooley Godward LLP
3131 Zanker Road                      3000 El Camino Real
San Jose, CA  95134-1933              Palo Alto, CA 94306
Attention:  Paul Newton               Attention:  Alan Mendelson and Keith Flaum
Facsimile: (908) 526-3056             Facsimile:  (650) 857-0663

         Any communication so addressed and mailed by first-class registered or
certified mail, postage prepaid, shall be deemed to be received on the fifth
business day after so mailed, and any communication so addressed and if
delivered by overnight courier or facsimile to such address shall be deemed to
be received (i) in the case of delivery by overnight courier, on the second
business day after such communication is delivered to the overnight courier
service, and (ii) in the case of delivery by facsimile, upon delivery during
normal business hours on any business day.

         8.4.    Termination of Representations, Warranties, etc.  The
respective representations, warranties, covenants and agreements contained in
this Agreement shall expire with, and be terminated and extinguished by, the
Merger at the time of the consummation thereof on the Effective Time; provided,
however, that this Section 8.4 shall not limit or otherwise effect any covenant
or agreement of the parties hereto which by its terms contemplates performance
after the Effective Time or after termination of this Agreement.

         8.5.    Table of Contents and Captions.  The table of contents and
captions contained in this Agreement are solely for convenient reference and
shall not be deemed to affect the meaning or interpretation of any article,
section, or paragraph hereof.

         8.6.    Successors and Assigns.  This Agreement shall be binding upon
and shall inure to the benefit of and be enforceable by the successors and
assigns of the parties hereto.
   36
         8.7.    Severability.  If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable.

         8.8.    Applicable Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
without regard to applicable principles of conflicts of law.

         8.9.    Public Announcements.  The parties agree that before the
Effective Time they shall consult with each other before the making of any
public announcement regarding the existence of this Agreement, the contents
hereof or the transactions contemplated hereby, and to obtain the prior
approval of the other party as to the content of such announcement, which
approval shall not be unreasonably withheld.  However, the foregoing shall not
apply to any announcement or written statement which, upon the written advice
of counsel, is required by law, rule or regulation to be made, except that the
party required to make such announcement shall, whenever practicable, consult
with and solicit prior approval from such other party concerning the timing and
content of such legally required announcement or statement before it is made.

         8.10.   Definitions.  The following terms are defined in the indicated
place:



                                                          Section or
             Term                                         Paragraph
             ----                                         ---------
                                                       
             Agreement                                    Premises
             Boole Common Stock                           Premises
             Boole Employees                              7.4
             Boole Options                                1.10 of the Plan of Merger
             Boole Option Plans                           1.10 of the Plan of Merger
             Boole Plans                                  2.7.1
             Boole Reports                                2.5
             Boole Transaction Proposals                  4.3.6.1
             Another Boole Transaction                    4.3.6.2
             Applicable Environmental Laws                2.17.3
             Break-Up Fee                                 4.3.6.2
             Code                                         Premises
             Commission                                   2.5
             DGCL                                         Premises
             Effective Time                               1.3
             Encumbrance                                  2.4
             ERISA                                        2.20
             Exchange Act                                 2.5
             HSR                                          2.21
             Intellectual Property                        2.12
             Investment Company Act                       2.24

   37


                                                          Section or
             Term                                         Paragraph
             ----                                         ---------
                                                       
             BMC Common Stock                             Premises
             BMC Plans                                    3.9
             BMC Reports                                  3.4
             BMC Shares                                   1.9.2 of the Plan of Merger
             Material Adverse Effect                      1.4
             Merger Consideration                         1.9.2 of the Plan of Merger
             Merging Corporations                         Premises
             OSHA                                         2.18
             Proxy Statement                              2.23
             Securities Act                               4.4.4
             Superior Boole Transaction                   4.3.6.1
             Proposal

   38
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Reorganization to be duly executed as of the date first above written.


                                    BMC SOFTWARE, INC.
                                    
                                    
                                    By:  /s/ Max P. Watson Jr.
                                       --------------------------------
                                    Name:  Max P. Watson Jr.
                                    Title:  Chairman, President and 
                                            Chief Executive Officer
                                    
                                    
                                    RANGER ACQUISITION CORP.
                                    
                                    
                                    
                                    By:  /s/ Max P. Watson Jr.
                                       --------------------------------
                                    Name:  Max P. Watson Jr.
                                    Title:    President
                                    
                                    
                                    BOOLE & BABBAGE, INC.
                                    
                                    
                                    By:  /s/ Paul E. Newton
                                       -------------------------------- 
                                    Name:  Paul E. Newton
                                    Title:    President and Chief 
                                              Executive Officer
   39
                                                                       EXHIBIT A



                          PLAN AND AGREEMENT OF MERGER


                         Merging Merger Sub into Boole


         THIS PLAN AND AGREEMENT OF MERGER, dated as of October 31, 1998 (this
"Plan of Merger"), is by and between Ranger Acquisition Corp., a Delaware
corporation ("Merger Sub") and a wholly owned subsidiary of BMC, Inc., a
Delaware corporation ("BMC"), and Boole, Inc., a Delaware corporation
("Boole").  Merger Sub and Boole are hereinafter sometimes referred to as the
"Merging Corporations."

                             PRELIMINARY STATEMENT

         This Plan of Merger is being entered into pursuant to an Agreement and
Plan of Reorganization dated as of October 31, 1998 (the "Agreement") among
BMC, Merger Sub and Boole.

         The authorized capital stock of Merger Sub consists of 1,000 shares of
common stock, par value $.01 per share ("Merger Sub Common Stock"), of which
100 shares are outstanding, all of which are owned by BMC.  The authorized
capital stock of Boole consists of 2,000,000 shares of preferred stock, par
value $.001 per share, of which no shares are issued and outstanding and
45,000,000 shares of common stock, par value $.001 per share ("Boole Common
Stock"), of which 27,667,249 shares are issued and outstanding and an
additional 8,453,000 shares are reserved for issuance in conjunction with
various employee benefit plans, and 3,065,930 shares are held in Boole's
treasury.

         The Boards of Directors of each of the Merging Corporations,
respectively, have approved the Agreement and this Plan of Merger.

         Accordingly, in consideration of the premises, and the mutual
covenants and agreements herein contained, the parties hereto hereby agree,
subject to the terms and conditions hereinafter set forth, as follows:
   40
                                   ARTICLE I
                                   THE MERGER

         1.1.    Surviving Corporation.  Subject to the adoption and approval
of this Plan of Merger by the requisite vote of the stockholders of each of the
Merging Corporations and to the other conditions hereinafter set forth, Merger
Sub and Boole shall be, upon the Effective Time (as defined in Section 1.3
hereof), merged into a single surviving corporation, which shall be Boole (the
"Surviving Corporation"), one of the Merging Corporations, which shall continue
its corporate existence and remain a Delaware corporation governed by and
subject to the laws of that state.

         1.2.    Stockholder Approval.  This Agreement shall be submitted for
adoption and approval by the stockholders of each of the Merging Corporations
in accordance with their respective certificates of incorporation and the
applicable laws of the State of Delaware.

         1.3.    Effective Time.  The merger of Merger Sub with and into Boole
(the "Merger") shall become effective upon the filing of a Certificate of
Merger with the Secretary of State of the State of Delaware in accordance with
Section 251 of the Delaware General Corporation Law.  The time at which the
Merger shall become effective is referred to in this Agreement as the
"Effective Time."

         1.4.    Name and Continued Corporate Existence of Surviving
Corporation. At the Effective Time, the identity, existence, purposes, powers,
objects, franchises, rights, and immunities of Boole shall continue unaffected
and unimpaired by the Merger, and the corporate identity, existence, purposes,
powers, objects, franchises, rights, and immunities of Merger Sub shall be
wholly merged into Boole and Boole shall be fully vested therewith.
Accordingly, at the Effective Time, the separate existence of Merger Sub shall
cease.

         1.5.    Governing Law and Certificate of Incorporation of Surviving
Corporation.  The laws of the State of Delaware shall continue to govern the
Surviving Corporation.  At the Effective Time, the Certificate of Incorporation
of Merger Sub shall be the certificate of incorporation of the Surviving
Corporation until further amended in the manner provided by law, provided that
at the Effective Time the certificate of incorporation of the Surviving
Corporation shall be amended so that the name of the Surviving Corporation
shall be "Boole & Babbage, Inc.".

         1.6.    Bylaws of Surviving Corporation.  Effective as of the
Effective Time, the bylaws of Merger Sub shall be the bylaws of the Surviving
Corporation until altered, amended, or repealed, or until new bylaws shall be
adopted in accordance with the provisions of law, the certificate of
incorporation and the bylaws.





                                      A-2
   41
         1.7.    Directors of Surviving Corporation

                 1.7.1.   Directors of Surviving Corporation.  The names and
         addresses of the persons who, upon the Effective Time, shall
         constitute the board of directors of the Surviving Corporation, and
         who shall hold office until the first annual meeting of stockholders
         of the Surviving Corporation next following the Effective Time, are as
         follows:



                 NAME                              ADDRESS
                                                
                 Max P. Watson Jr.                 2101 Citywest Blvd.
                                                   Houston, TX  77042

                 William M. Austin                 2101 Citywest Blvd.
                                                   Houston, TX  77042

                 M. Brinkley Morse                 2101 Citywest Blvd.
                                                   Houston, TX  77042


                 1.7.2.   Vacancies.  At or after the Effective Time, if a
         vacancy shall exist for any reason in the board of directors of the
         Surviving Corporation, such vacancy shall be filled in the manner
         provided in the certificate of incorporation and/or bylaws of the
         Surviving Corporation.

         1.8.    Capital Stock of Surviving Corporation.  The authorized number
of shares of capital stock of the Surviving Corporation, and the par value,
designations, preferences, rights, and limitations thereof, and the express
terms thereof, shall be as set forth in the certificate of incorporation.

         1.9.    Conversion of Securities upon Merger

                 1.9.1.   General.  The manner and basis of converting the
         issued and outstanding shares of the capital stock of Boole into
         shares of the capital stock of BMC shall be as hereinafter set forth
         in this Section 1.9.

                 1.9.2.   Conversion of Boole Common Stock.  At the Effective
         Time, each share of Boole Common Stock issued and outstanding
         immediately prior to the Effective Time, without any action on the
         part of the holders thereof, shall automatically become and be
         converted into a fraction of a fully paid and nonassessable share of
         issued and outstanding BMC Common Stock equal to 0.675 (the "Exchange
         Ratio").  The shares of BMC Common Stock to be issued in connection
         with the Merger (the "BMC Shares") are hereinafter referred to
         collectively as the "Merger Consideration."





                                      A-3
   42
                 1.9.3.   Exchange of Boole Common Stock Certificates.  Prior
         to the Effective Time, BMC (after consultation with and approval of
         Boole) shall select a reputable bank or trust company to act as the
         exchange agent under the Agreement and this Plan of Merger.  As of the
         Effective Time, BMC shall deposit with the exchange agent, for the
         benefit of holders of shares of Boole Common Stock, for exchange in
         accordance with the Agreement and this Plan of Merger, certificates
         representing shares of BMC Common Stock issuable pursuant to the
         Agreement and this Plan of Merger and cash sufficient to make payments
         in lieu of fractional share interests.  Promptly after the Effective
         Time, BMC shall cause the exchange agent to mail to each person who
         was, immediately prior to the Effective Time, a holder of record of
         Boole Common Stock a form of letter of transmittal (mutually agreed to
         by BMC and Boole) and instructions for use in effecting the surrender
         of stock certificates that, prior to the Effective Time, represented
         shares of Boole Common Stock, in exchange for certificates
         representing shares of BMC Common Stock and a cash payment in lieu of
         fractional share interests.  Commencing at the Effective Time, each
         holder of an outstanding certificate or certificates theretofore
         representing shares of Boole Common Stock may surrender the same to
         the exchange agent, and such holder shall be entitled upon such
         surrender to receive in exchange therefor a certificate or
         certificates representing the number of whole BMC Shares into which
         the shares of Boole Common Stock theretofore represented by the
         certificate or certificates so surrendered shall have been converted
         as aforesaid, cash in lieu of fractional share interests and any
         unpaid dividends payable in accordance with the Agreement or this Plan
         of Merger.  However, before surrender, each outstanding certificate
         representing issued and outstanding Boole Common Stock shall after the
         Effective Time be deemed, for all purposes, only to evidence ownership
         of the number of whole BMC Shares into which such shares have been so
         converted.   In the event of a transfer of ownership of Boole Common
         Stock which is not registered in the transfer records of Boole, a
         certificate representing the appropriate number of shares of BMC
         Common Stock may be issued to a person other than the person in whose
         name the certificate so surrendered is registered, if, upon
         presentation to the exchange agent, such certificate shall be properly
         endorsed or otherwise be in proper form for transfer and the person
         requesting such issuance shall pay any transfer or other taxes
         required by reason of the issuance of shares of BMC Common Stock to a
         person other than the registered holder of such certificate or
         establish to the reasonable satisfaction of BMC that such tax has been
         paid or is not applicable.  Unless and until such outstanding
         certificates formerly representing Boole Common Stock are so
         surrendered, no dividend payable to holders of record of BMC Common
         Stock as of any date after the Effective Time shall be paid to the
         holders of such outstanding certificates in respect thereof.  Upon
         surrender of such outstanding certificates, however, there shall be
         paid to the holders of  BMC Shares represented thereby the amount of
         dividends, if any, which theretofore (but after the Effective Time)
         became payable with respect to such BMC Shares.  No interest shall be
         payable with respect to the payment of such dividends on surrender of
         outstanding certificates.  The holder of fractional share interests,
         as such, shall not be entitled to any dividends in respect thereof or
         to any distribution in respect thereof in the event of liquidation or
         to any voting or other privileges in respect thereof of a stockholder
         of BMC.





                                      A-4
   43
         If any stock certificate that, prior to the Effective Time,
         represented shares of Boole Common Stock shall have been lost, stolen
         or destroyed, then, upon the making of an affidavit of that fact by
         the person claiming such stock certificate to be lost, stolen or
         destroyed (and, if required by BMC, the posting by such person of a
         bond in such reasonable amount as BMC may direct as indemnity against
         any claim that may be made against it with respect to such stock
         certificate), BMC shall cause the exchange agent to issue in exchange
         for such lost, stolen or destroyed stock certificate a certificate
         representing the appropriate number of shares of BMC Common Stock,
         cash in lieu of any fractional share interests and any unpaid
         dividends, issuable or payable in accordance with the Agreement and
         this Plan of Merger.

                 1.9.4.   BMC Fractional Shares.  No certificates for
         fractional share interests of BMC Common Stock will be issued, but, in
         lieu thereof, BMC will settle all such fractional share interests in
         cash on the basis of the closing price for BMC Common Stock on the
         Nasdaq National Market (as reported in The Wall Street Journal) on the
         last trading day before the Effective Time.

                 1.9.5.   Boole's Transfer Books Closed.  Upon the Effective
         Time, the stock transfer books of Boole shall be deemed closed, and no
         transfer of any certificates theretofore representing the shares of
         Boole shall thereafter be made or consummated.

                 1.9.6.   Conversion of Merger Sub Common Stock.  At the
         Effective Time, each share of Merger Sub Common Stock then issued and
         outstanding, without any action on the part of the holder thereof,
         shall automatically become and be converted into one share of Boole
         Common Stock.

         1.10.   Treatment of Stock Options.  At the Effective Time, each
option to purchase Boole Common Stock outstanding immediately prior to the
Effective Time (collectively, the "Boole Options") (which includes all
outstanding options granted under Boole's stock option plans other than the
ESPP (the "Boole Option Plans")) will and without any further action on the
part of any holder thereof (herein, an "optionholder"), be assumed by BMC and
become an option to purchase that number of shares of BMC Common Stock
determined by multiplying the number of shares of Boole Common Stock subject to
such Boole Option immediately prior to the Effective Time by the Exchange
Ratio, at an exercise price per share of BMC Common Stock equal to the exercise
price per share of such Boole Option divided by the Exchange Ratio.  If the
foregoing calculation results in an assumed Boole Option being exercisable for
a fraction of a share of BMC Common Stock, then the number of shares of BMC
Common Stock subject to such option will be rounded down to the nearest whole
number of shares, and the total exercise price for the option will be reduced
by the exercise price of the fractional share.  The term, exerciseability,
vesting schedule, and all other terms and conditions of the Boole Options will
otherwise be unchanged by the provisions of this Section 1.10 and shall operate
in accordance with their terms.  All shares of BMC Common Stock issued upon
exercise of the assumed Boole Options shall be registered under an effective
Form S-8 Registration Statement (or other comparable form) filed with the
Securities and Exchange





                                      A-5
   44
Commission (the "Commission") in accordance with Section 7.1 of the Agreement.
Except as provided in the Agreement or this Plan of Merger or as otherwise
agreed to by the parties, each of the Boole Option Plans providing for the
issuance or grant of Boole Options shall be assumed as of the Effective Time by
BMC with such amendments thereto as may be required to reflect the Merger.

         1.11.   Assets and Liabilities

                 1.11.1.  Assets and Liabilities of Merging Corporations Become
         Those of Surviving Corporation.  At the Effective Time, all rights,
         privileges, powers, immunities, and franchises of each of the Merging
         Corporations, both of a public and private nature, and all property,
         real, personal, and mixed, and all debts due on whatever account, as
         well as stock subscriptions and all other choses or things in action,
         and all and every other interest of or belonging to or due to either
         of the Merging Corporations, shall be taken by and shall be vested in
         the Surviving Corporation without further act or deed, and all such
         rights, privileges, powers, immunities, and franchises, property,
         debts, choses or things in action, and all and every other interest of
         each of the Merging Corporations shall be thereafter as effectually
         the property of the Surviving Corporation as they were of the
         respective Merging Corporations, and the title to any real or other
         property, or any interest therein, whether vested by deed or
         otherwise, in either of the Merging Corporations, shall not revert or
         be in any way impaired by reason of the merger, provided, however,
         that all rights of creditors and all liens upon any properties of each
         of the Merging Corporations shall be preserved unimpaired, and all
         debts, liabilities, restrictions, obligations, and duties of the
         respective Merging Corporations, including without limitation all
         obligations, liabilities and duties as lessee under any existing
         lease, shall thenceforth attach to the Surviving Corporation and may
         be enforced against and by it to the same extent as if such debts,
         liabilities, duties, restrictions and obligations had been incurred or
         contracted by it.  Any action or proceeding pending by or against
         either of the Merging Corporations may be prosecuted to judgment as if
         the merger had not taken place, or the Surviving Corporation may be
         substituted in place of either of the Merging Corporations.

                 1.11.2.  Conveyances to Surviving Corporation.  The Merging
         Corporations hereby agree, respectively, that from time to time, as
         and when requested by the Surviving Corporation, or by its successors
         and assigns, they will execute and deliver or cause to be executed and
         delivered, all such deeds, conveyances, assignments, permits, licenses
         and other instruments, and will take or cause to be taken such further
         or other action as the Surviving Corporation, its successors or
         assigns, may deem necessary or desirable to vest or perfect in or
         confirm to the Surviving Corporation, its successors and assigns,
         title to and possession of all the property, rights, privileges,
         powers, immunities, franchises, and interests referred to in this
         Paragraph 1.11.2 and otherwise carry out the intent and purposes of
         this Agreement.

                 1.11.3.  Accounting Treatment.  The assets and liabilities of
         the Merging Corporations shall be taken up on the books of the
         Surviving Corporation in accordance with generally





                                      A-6
   45
         accepted accounting principles, and the capital surplus and retained
         earnings accounts of the Surviving Corporation shall be determined, in
         accordance with generally accepted accounting principles, by the board
         of directors of the Surviving Corporation.  Nothing herein shall
         prevent the board of directors of the Surviving Corporation  from
         making any future changes in its accounts in accordance with law.

                 1.11.4.  Unclaimed Merger Consideration; No Escheat.  Subject
         to any contrary provision of governing law, all consideration
         deposited with the exchange agent or held by BMC for the payment of
         the consideration into which the outstanding shares of Boole Common
         Stock shall have been converted, and remaining unclaimed for one year
         after the Effective Time, shall be paid or delivered to BMC; and the
         holder of any unexchanged certificate or certificates which before the
         Effective Time represented shares of Boole Common Stock shall
         thereafter look only to BMC for exchange or payment thereof upon
         surrender of such certificate or certificates to BMC.

         1.12.   Taking of Necessary Action; Further Action.  Merger Sub and
Boole shall take all such reasonable and lawful action as may be necessary or
appropriate in order to effectuate the Merger as promptly as possible.  If, at
any time after the Effective Time, any such further action is necessary or
desirable to carry out the purposes of this Agreement and to vest the Surviving
Corporation with full right, title and possession to all assets, property,
rights, privileges, powers and franchises of Boole or Merger Sub, such
corporations shall direct their respective officers and directors to take all
such lawful and necessary action.

                                   ARTICLE II

                                 MISCELLANEOUS

         2.1.    Counterparts.  This Plan of Merger may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to each of the other parties.

         2.2.    Governing Law.  This Plan of Merger shall be governed by and
construed in accordance with the laws of the State of Delaware.

         2.3.    Waiver and Amendment.  Any provision of this Plan of Merger
may be waived at any time by the party that is, or whose stockholders are,
entitled to the benefits thereof.  This Plan of Merger may not be amended or
supplemented at any time, except by an instrument in writing signed on behalf
of each party hereto.  The waiver by any party hereto of any condition or of a
breach of another provision of this Plan of Merger shall not operate or be
construed as a waiver of any other condition or subsequent breach.  The waiver
by any party hereto of any of the conditions precedent to its obligations under
this Plan of Merger shall not preclude it from seeking redress for breach of
this Plan of Merger other than with respect to the condition so waived.





                                      A-7
   46
         IN WITNESS WHEREOF, the parties hereto have caused this Plan of Merger
to be duly executed as of the date first above written.


                                RANGER ACQUISITION CORP.
                                
                                
                                By:  /s/ Max P. Watson Jr.
                                   ----------------------------
                                Name:  Max P. Watson Jr.
                                Title: President
                                
                                
                                
                                BOOLE & BABBAGE, INC.
                                
                                
                                By:  /s/ Paul E. Newton
                                   ----------------------------
                                Name:  Paul E. Newton
                                Title: President and Chief Executive Officer





                                      A-8

EX-99.2

   1





                                                                       EXHIBIT 2

                             STOCK OPTION AGREEMENT


         STOCK OPTION AGREEMENT (the "Agreement"), dated as of October 31,
1998, by and between Boole & Babbage, Inc., a Delaware corporation (the
"Company"), and BMC Software, Inc., a Delaware corporation (the "Grantee").

                                    RECITALS

         The Grantee, the Company and Ranger Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Grantee ("Merger Sub"), propose to
enter into an Agreement and Plan of Reorganization providing, among other
things, for the merger of Merger Sub with and into the Company (the "Merger")
with the Company as the surviving corporation.

         The Board of Directors of the Grantee has approved the Agreement and
Plan of Reorganization, the Merger and this Agreement.

         The Board of Directors of the Company has approved the Agreement and
Plan of Reorganization, the Merger and this Agreement and has recommended
approval of the Agreement and Plan of Reorganization and the transactions
contemplated thereby, including the Merger, by holders of common stock, par
value $.001 per share, of the Company (the "Company Common Stock").

         As a condition and inducement to the Grantee's willingness to enter
into the Agreement and Plan of Reorganization, the Grantee has requested that
the Company agree, and the Company has agreed, to grant the Grantee the Option
(as defined below).

         NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein and in
the Agreement and Plan of Reorganization, the Company and the Grantee agree as
follows:

1.               Capitalized Terms.  Capitalized terms used but not defined
         herein are defined in the Agreement and Plan of Reorganization and are
         used herein with the same meanings as ascribed to them therein;
         provided, however, that, as used in this Agreement, "Person" shall
         have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the
         Exchange Act.

2.               Grant of Option.  Subject to the terms and conditions set
         forth herein, the Company hereby grants to the Grantee an irrevocable
         option (the "Option") to purchase, out of the authorized but unissued
         Company Common Stock, a number of shares equal to up to 19.0% of the
         shares of Company Common Stock outstanding as of the date hereof (as
         adjusted as set forth herein) (the "Option Shares"), at a purchase
         price per Option Share equal to the lesser of (i) $32.44 and (ii) the
         product of (x) 0.675 times (y) the average of the closing sales prices
         per share of BMC Common Stock, rounded to the nearest thousandth
         (.0005 being
   2
         rounded to .001), as reported by the Nasdaq National Market on each of
         the three (3) trading days immediately preceding the exercise of the
         Option by the Grantee (the "Exercise Price").

3.               Term.  The Option shall become exercisable following the
         occurrence of an Exercise Event (as hereinafter defined) and shall
         remain in full force and effect until the earliest to occur of (i) the
         Effective Time, (ii) the first anniversary of the receipt by the
         Grantee of written notice from the Company of the occurrence of an
         Exercise Event or (iii) termination of the Agreement and Plan of
         Reorganization prior to the occurrence of an Exercise Event (the
         "Option Term").  The rights and obligations set forth in Sections 7,
         8, 9, 10 and 13 shall not terminate at the expiration of the Option
         Term, but shall extend to such time as is provided in those Sections.

4.               Exercise of Option.

         a.               The Grantee may exercise the Option on one occasion
                 only, in whole or in part, at any time during the Option Term
                 following the occurrence of an Exercise Event; provided,
                 however, that (i) the Grantee may exercise the Option
                 following the occurrence of the Exercise Events set forth in
                 Section 4(b)(i) and 4(b)(ii) below only if (A) a meeting of
                 the Company's stockholders at which a final vote is taken by 
                 such stockholders on a proposal to approve and adopt the 
                 Agreement and Plan of Reorganization and to approve the Merger 
                 shall have been held, and (B) the adoption and approval of the
                 Agreement and Plan of Reorganization and the approval of the
                 Merger by the holders of a majority of the shares of Company
                 Common Stock outstanding as of the record date for such
                 meeting of stockholders shall not have been obtained at such
                 meeting; and (ii) notwithstanding the provisions set forth in
                 (A) above, the Grantee may also exercise the Option following
                 the occurrence of the Exercise Event set forth in Section
                 4(b)(i) below if the Company fails to recommend rejection of
                 any tender offer or exchange offer of the type referred to in
                 Section 4(b)(i) within the time period prescribed by Rule
                 14e-2 under the Exchange Act.  Notwithstanding the expiration
                 of the Option Term, the Grantee shall be entitled to purchase
                 those Option Shares with respect to which it has exercised the
                 Option in accordance with the terms hereof prior to the
                 expiration of the Option Term.

         b.               As used herein, an "Exercise Event" shall mean any of
                 the following events:

                          (i)     any Person (other than the Grantee or any
                 affiliate of the Grantee) shall have commenced (as such term
                 is defined in Rule 14d-2 under the Exchange Act) a tender
                 offer or exchange offer to purchase any shares of Company
                 Common Stock such that, upon consummation of such offer, such
                 Person would own or control 20% or more of the then
                 outstanding Company Common Stock;

                          (ii)    any Person (other than the Grantee, the
                 Company or any of their subsidiaries) shall have, subsequent
                 to the date of this Agreement, acquired beneficial ownership
                 (as such term is defined in Rule 13d-3 under the Exchange Act)
                 or the right to acquire beneficial ownership of, or any
                 "Group" (as such term is defined in
   3
                 Rule 13d-3 under the Exchange Act) shall have been formed that
                 beneficially owns, or has the right to acquire beneficial
                 ownership of, 20% or more of the then outstanding Company
                 Common Stock; or

                          (iii)   any event giving rise to a right of
                 termination under the Agreement and Plan of Reorganization
                 under (A) Section 6.1.2 (breach) solely relating to a breach
                 of Section 4.3.11 (Stockholders' Meeting), (B) Section 6.1.5
                 (change of recommendation) or (C) Section 6.1.10 (failure to
                 obtain stockholder approval) if prior to the time of the
                 meeting of the Company's stockholders at which a final vote is
                 taken by such stockholders on a proposal to approve and adopt
                 the Agreement and Plan of Reorganization and to approve the
                 Merger, there is publicly announced by a third party (other
                 than the Grantee or an affiliate of the Grantee) a proposal
                 for Another Boole Transaction.

         c.               If the Grantee wishes to exercise the Option, it
                 shall send a written notice (the date of which being herein
                 referred to as the "Notice Date") to the Company specifying
                 (i) the total number of Option Shares it intends to purchase
                 pursuant to such exercise and (ii) a place and a date not
                 earlier than three business days nor later than 15 business
                 days from the Notice Date for the closing of such purchase
                 (the "Closing Date"); provided, however, that, if the closing
                 of the purchase and sale pursuant to the Option (the
                 "Closing") cannot be consummated by reason of any applicable
                 law, regulation or order, the period of time that otherwise
                 would run pursuant to this sentence shall run instead from the
                 date on which such restriction on consummation has expired or
                 been terminated; and, provided, further, that, without
                 limiting the foregoing, if prior notification to, or
                 authorization of, any governmental authority is required in
                 connection with such purchase, the Grantee and, if applicable,
                 the Company shall promptly file the required notice or
                 application for authorization and shall expeditiously process
                 the same (and the Company shall cooperate with the Grantee in
                 the filing of any such notice or application and the obtaining
                 of any such authorization), and the period of time that
                 otherwise would run pursuant to this sentence shall run
                 instead from the date on which, as the case may be, (i) any
                 required notification period has expired or been terminated or
                 (ii) such authorization has been obtained and, in either
                 event, any requisite waiting period has passed.

         d.               Notwithstanding Section 4(c), in no event shall any
                 Closing Date be more than 12 months after the related Notice
                 Date, and, if the Closing Date shall not have occurred within
                 12 months after the related Notice Date due to the failure to
                 obtain any required authorization of a governmental authority,
                 the exercise of the Option effected on the Notice Date shall
                 be deemed to have expired.  If (i) the Grantee receives
                 official notice that an authorization of any governmental
                 authority required for the purchase of Option Shares will not
                 be issued or granted or (ii) a Closing Date shall not have
                 occurred within 12 months after the related Notice Date due to
                 the failure to obtain any such required authorization of a
                 governmental authority, (A) the Grantee (to the extent that a
                 Repurchase Event shall have occurred) shall be entitled to
                 exercise its right as set forth in Section 7 or (B) to the
                 extent permitted by
   4
                 applicable law, the Grantee shall be entitled to exercise the
                 Option in connection with the resale of the Company Common
                 Stock or other securities pursuant to a registration statement
                 as provided in Section 9.  The provisions of this Section 4
                 and Section 5 shall apply with appropriate adjustments to any
                 such exercise in connection with such a resale.

5.               Payment and Delivery of Certificates.

         a.               On each Closing Date, the Grantee shall pay to the
                 Company in immediately available funds by wire transfer to a
                 bank account designated by the Company an amount equal to the
                 Exercise Price multiplied by the Option Shares to be purchased
                 on such Closing Date.

         b.               At each Closing, simultaneously with the delivery of
                 immediately available funds as provided in Section 5(a), the
                 Company shall deliver to the Grantee a certificate or
                 certificates representing the Option Shares to be purchased at
                 such Closing, which Option Shares shall be duly authorized,
                 validly issued, fully paid and nonassessable and free and
                 clear of all Encumbrances, and Grantee shall deliver to the
                 Company its written agreement that the Grantee will not offer
                 to sell or otherwise dispose of such Option Shares in
                 violation of applicable law or the provisions of this
                 Agreement.

         c.               Certificates for the Option Shares delivered at each
                 Closing shall be endorsed with a restrictive legend that shall
                 read substantially as follows:

                          THE TRANSFER OF THE STOCK REPRESENTED BY THIS
                          CERTIFICATE IS SUBJECT TO RESTRICTIONS ARISING 
                          UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND 
                          PURSUANT TO THE TERMS OF A STOCK OPTION AGREEMENT 
                          DATED AS OF OCTOBER 31, 1998. A COPY OF SUCH 
                          AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF 
                          WITHOUT CHARGE UPON RECEIPT BY THE COMPANY OF A 
                          WRITTEN REQUEST THEREFOR.

         A new certificate or certificates evidencing the same number of shares
         of the Company Common Stock will be issued to the Grantee in lieu of
         the certificate bearing the above legend, and such new certificate
         shall not bear such legend, insofar as it applies to the Securities
         Act, if the Grantee shall have delivered to the Company a copy of a
         letter from the staff of the Commission, or an opinion of counsel in
         form and substance reasonably satisfactory to the Company and its
         counsel, to the effect that such legend is not required for purposes
         of the Securities Act.
   5
6.               Adjustment Upon Changes in Capitalization, Etc.

         a.               In the event of any change in the Company Common
                 Stock by reason of a stock dividend, split-up, combination,
                 recapitalization, exchange of shares or similar transaction,
                 the type and number of shares or securities subject to the
                 Option, and the Exercise Price therefor, shall be adjusted
                 appropriately, and proper provision shall be made in the
                 agreements governing such transaction, so that the Grantee
                 shall receive upon exercise of the Option the same class and
                 number of outstanding shares or other securities or property
                 that Grantee would have received in respect of the Company
                 Common Stock if the Option had been exercised immediately
                 prior to such event, or the record date therefor, as
                 applicable.  If any additional shares of Company Common Stock
                 are issued after the date of this Agreement (other than
                 pursuant to an event described in the first sentence of this
                 Section 6(a)), the number of shares of Company Common Stock
                 then remaining subject to the Option shall be adjusted so
                 that, after such issuance of additional shares, such number of
                 shares then remaining subject to the Option, together with
                 shares theretofore issued pursuant to the Option, equals 15.9%
                 of the number of shares of the Company Common Stock then
                 issued and outstanding; provided, however, that the number of
                 shares of Company Common Stock subject to the Option shall
                 only be increased to the extent the Company then has available
                 authorized but unissued and unreserved shares of Company
                 Common Stock.

         b.               If during the Option Term the Company shall enter
                 into an agreement (i) to consolidate, exchange shares or merge
                 with any Person, other than the Grantee or one of its
                 affiliates, and, in the case of a merger, shall not be the
                 continuing or surviving corporation, (ii) to permit any
                 Person, other than the Grantee or one of its affiliates, to
                 merge into the Company and the Company shall be the continuing
                 or surviving corporation, but, in connection with such merger,
                 the then outstanding shares of Company Common Stock shall be
                 changed into or exchanged for stock or other securities of the
                 Company or any other Person or cash or any other property, or
                 the shares of Company Common stock outstanding immediately
                 before such merger shall after such merger represent less than
                 50% of the common shares and common share equivalents of the
                 Company outstanding immediately after the merger or (iii) to
                 sell, lease or otherwise transfer all or substantially all of
                 its assets to any Person, other than the Grantee or one of its
                 affiliates, then, and in each such case, proper provisions
                 shall be made in the agreement governing such transaction so
                 that the Option shall, upon the consummation of any such
                 transaction and upon the terms and conditions set forth
                 herein, become exercisable for the stock, securities, cash or
                 other property that would have been received by the Grantee if
                 the Grantee had exercised this Option immediately prior to
                 such transaction or the record date for determining
                 stockholders entitled to participate therein, as appropriate.

         c.               The provisions of Sections 7, 8, 9, 10, 11 and 13
                 shall apply with appropriate adjustments to any securities for
                 which the Option becomes exercisable pursuant to this Section
                 6.
   6
7.               Repurchase at the Option of Grantee.

         a.               At any time during the Option Term, at the request of
                 the Grantee made at any time after the first Repurchase Event
                 (as hereinafter defined) and ending on the first anniversary
                 thereof (the "Put Period"), the Company (or any successor
                 thereto) shall repurchase from the Grantee (i) that portion of
                 the Option that then remains unexercised and (ii) all (but not
                 less than all) the shares of Company Common Stock purchased by
                 the Grantee pursuant hereto and with respect to which the
                 Grantee then has beneficial ownership.  The date on which the
                 Grantee exercises its rights under this Section 7 is referred
                 to as the "Grantee Request Date."  Subject to Section 7(e),
                 such repurchase shall be at an aggregate price (the "Section 7
                 Repurchase Consideration") equal to the sum of:

                 i.               the aggregate exercise price paid (or, in the
                          case of Option Shares with respect to which the
                          Option has been exercised but the Closing Date has
                          not occurred, payable) by the Grantee for any Option
                          Shares as to which the Option has theretofore been
                          exercised and with respect to which the Grantee then
                          has beneficial ownership;

                 ii.              the excess, if any, of the Applicable Price
                          (as defined below), over the Exercise Price (subject
                          to adjustment pursuant to Section 6) paid (or, in the
                          case of Option Shares with respect to which the
                          Option has been exercised but the Closing Date has
                          not occurred, payable) by the Grantee for each Option
                          Share as to which the Option has been exercised and
                          with respect to which the Grantee then has beneficial
                          ownership, multiplied by the number of such shares;
                          and

                 iii.             the excess, if any, of (x) the Applicable
                          Price for each share of Company Common Stock over (y)
                          the Exercise Price (subject to adjustment pursuant to
                          Section 6), multiplied by the number of Option Shares
                          as to which the Option has not been exercised.

         b.               If the Grantee exercises its rights under this
                 Section 7, the Company shall (to the extent permitted by law),
                 within five business days (or as soon as permitted thereafter
                 under applicable law) after the Grantee Request Date, pay the
                 Section 7 Repurchase Consideration to the Grantee in
                 immediately available funds, and the Grantee shall surrender
                 to the Company the Option and the certificates evidencing the
                 shares of Company Common Stock purchased thereunder with
                 respect to which the Grantee then has beneficial ownership,
                 and the Grantee shall warrant to the Company that, immediately
                 prior to the repurchase thereof pursuant to this Section 7,
                 the Grantee had sole record and beneficial ownership of such
                 shares and that such shares were then held free and clear of
                 all Encumbrances.
   7
         c.               For purposes of this Agreement, the "Applicable
                 Price" means the highest of (i) the highest purchase price per
                 share paid pursuant a tender or exchange offer made for shares
                 of Company Common Stock after the date hereof and on or prior
                 to the Grantee Request Date, (ii) the price per share to be
                 paid by any third Person for shares of Company Common Stock,
                 in each case pursuant to an agreement for a merger or other
                 business combination transaction with the Company entered into
                 on or prior to the Grantee Request Date, or (iii) the highest
                 bid price per share of Company Common Stock as quoted on The
                 Nasdaq National Market (or if Company Common Stock is not
                 quoted on The Nasdaq National Market, the highest bid price
                 per share as quoted on any other market comprising a part of
                 The Nasdaq Stock Market or, if the shares of Company Common
                 Stock are not quoted thereon, on the principal trading market
                 (as defined in Regulation M under the Exchange Act) on which
                 such shares are traded as reported by a recognized source)
                 during the 60 Business Days preceding the Grantee Request
                 Date.  If the consideration to be offered, paid or received
                 pursuant to either of the foregoing clauses (i) or (ii) shall
                 be other than in cash, the value of such consideration shall
                 be determined in good faith by an independent nationally
                 recognized investment banking firm selected by the Grantee and
                 reasonably acceptable to the Company, which determination
                 shall be conclusive for all purposes of this Agreement.

         d.               As used herein, a "Repurchase Event" means the
                 occurrence of any Exercise Event specified in Section
                 4(b)(iii)(B) or 4(b)(iii)(C), in each case only if a Break-Up
                 Fee has been paid or would be payable under Section 4.3.6.2 of
                 the Agreement and Plan of Reorganization.

         e.               Notwithstanding any provision to the contrary in this
                 Agreement, the Grantee may not exercise its rights pursuant to
                 this Section 7 in a manner that would result in the cash
                 payment to the Grantee of an aggregate amount under this
                 Section 7 of more than $30.0 million, including the amount, if
                 any, paid to the Grantee pursuant to Section 4.3.6.2 of the
                 Agreement and Plan of Reorganization; provided, however, that
                 nothing in this sentence shall limit the Grantee's ability to
                 exercise the Option in accordance with its terms.

8.               Repurchase at the Option of the Company.

         a.               Unless the Grantee shall have previously exercised
                 its rights under Section 7, at the request made by the Company
                 at any time during the six-month period commencing at the
                 expiration of the Put Period (or, if no Repurchase Event shall
                 have occurred, at the expiration of one year from the date on
                 which the Option was first exercised) (the "Call Period"), the
                 Company may repurchase from the Grantee, and the Grantee shall
                 sell to the Company, all (but not less than all) the shares of
                 Company Common Stock acquired by the Grantee pursuant hereto
                 and with respect to which the Grantee has beneficial ownership
                 at the time of such repurchase at a price per share equal to
                 the Exercise Price per share in respect of the shares so
                 acquired (such price per share multiplied by the number of
                 shares of Company
   8
                 Common Stock to be repurchased pursuant to this Section 8
                 being herein called the "Section 8 Repurchase Consideration").
                 The date on which the Company exercises its rights under this
                 Section 8 is referred to as the "Company Request Date."
                 Notwithstanding the first sentence of this Section 8(a), the
                 Grantee, within 30 days following the Company Request Date,
                 may deliver (i) an Offeror's Notice pursuant to Section 10, in
                 which case the provisions of Section 10 and not those of this
                 Section 8 shall control (unless the sale to a third Person
                 contemplated thereby is not consummated) or (ii) a
                 Registration Notice pursuant to Section 9 and sell the shares
                 of Company Common Stock acquired or acquirable by the Grantee
                 pursuant hereto pursuant to Section 9, in which case the
                 provisions of Section 9 and not those of this Section 8 shall
                 control (unless the sale under Section 9 is not consummated
                 within 180 days after the effectiveness of such registration
                 statement, which effectiveness shall have been continuous
                 during the period) and the Grantee shall not have been
                 required to discontinue any disposition of any shares as
                 provided in Section 9.  The Company's rights under this
                 Section 8 shall be suspended (and the Call Period shall be
                 extended accordingly) during any period when the exercise of
                 such rights would subject the Grantee to liability pursuant to
                 Section 16(b) of the Exchange Act by reason of the issuance of
                 the Option, any adjustment pursuant to Section 6 hereof, the
                 Grantee's purchase of shares of Company Common Stock hereunder
                 or the Grantee's sale of shares pursuant to Section 7, 8, 9 or
                 10.

         b.               If the Company exercises its rights under this
                 Section 8 and the Grantee does not deliver an Offeror's Notice
                 or, having delivered an Offeror's Notice, the Grantee does not
                 sell the shares to a third Person pursuant thereto, the
                 Company shall, within five business days after the expiration
                 of the Grantee's right to deliver an Offeror's Notice or to
                 sell the shares subject to an Offeror's Notice to a third
                 Person, pay the Section 8 Repurchase Consideration in
                 immediately available funds, and the Grantee shall surrender
                 to the Company certificates evidencing the shares of Company
                 Common Stock purchased hereunder, and the Grantee shall
                 warrant to the Company that, immediately prior to the
                 repurchase thereof pursuant to this Section 8, the Grantee had
                 sole record and beneficial ownership of such shares and that
                 such shares were then held free and clear of all Encumbrances.

9.               Registration Rights.

         a.               The Company shall, if requested by the Grantee (a
                 "Registration Notice") at any time and from time to time
                 within two years of the first exercise of the Option (the
                 "Registration Period"), as expeditiously as practicable,
                 prepare, file and use reasonable efforts to cause to be made
                 effective up to two registration statements under the
                 Securities Act if such registration is necessary or desirable
                 in order to permit the offering, sale and delivery by Grantee
                 of any or all shares of Company Common Stock or other
                 securities that have been acquired by or are issuable to the
                 Grantee upon exercise of the Option in accordance with the
                 intended method of sale or other disposition stated by the
                 Grantee, including, at the sole discretion of the Company, a
                 "shelf" registration statement under Rule 415 under the
                 Securities Act
   9
                 or any successor provision, and the Company shall use all
                 reasonable efforts to qualify such shares or other securities
                 under any applicable state securities laws; provided, however,
                 that notwithstanding anything to the contrary contained in
                 this Agreement, the Company shall in no event be required to
                 (i) qualify to do business as a foreign corporation in any
                 jurisdiction wherein it would not otherwise be required to
                 qualify, or (ii) consent to service of process in any such
                 jurisdiction.  Without the Grantee's prior written consent
                 which will not unreasonably be withheld, no other securities
                 may be included in any such registration.  The Company shall
                 use all reasonable efforts to cause each such registration
                 statement to become effective, to obtain all consents or
                 waivers of other parties that are required therefor and to
                 keep such registration statement effective for such period not
                 in excess of 180 days from the day such registration statement
                 first becomes effective as may be reasonably necessary to
                 effect such sale or other disposition.  The obligations of the
                 Company hereunder to file a registration statement and to
                 maintain its effectiveness may be suspended for one or more
                 periods of time not exceeding 90 days in the aggregate in any
                 one year period if the Board of Directors of the Company shall
                 have determined in good faith that the filing of such
                 registration or the maintenance of its effectiveness would
                 require disclosure of nonpublic information that would
                 materially and adversely affect the Company.  Upon receipt of
                 notice of the happening of any event as a result of which any
                 registration statement, prospectus, prospectus supplement, or
                 any document incorporated by reference in any of the
                 foregoing, contains any untrue statement of material fact or
                 fails or omits to state any material fact required to be
                 stated therein or necessary to make the statements therein, in
                 light of the circumstances under which they are made, not
                 misleading, the Grantee shall forthwith discontinue the
                 disposition of any shares or other securities under such
                 registration statement, prospectus or prospectus supplement
                 until the Grantee receives from the Company copies of an
                 amended or supplemented registration statement, prospectus or
                 supplement so that, as thereafter delivered to purchasers of
                 such shares or other securities, such registration statement,
                 prospectus or prospectus supplement shall not contain any
                 untrue statement of material fact or fail or omit to state any
                 material fact required to be stated therein or necessary to
                 make the statements therein, in light of the circumstances
                 under which they are made, not misleading.  For purposes of
                 determining whether two requests have been made under this
                 Section 9, only requests relating to a registration statement
                 that has become effective under the Securities Act and
                 pursuant to which the Grantee has disposed of all shares
                 covered thereby in the manner contemplated therein shall be
                 counted.

         b.               The expenses associated with the preparation and
                 filing of any such registration statement pursuant to this
                 Section 9 and any sale covered thereby (including any fees
                 related to blue sky qualifications and filing fees in respect
                 of the National Association of Securities Dealers, Inc.)
                 ("Registration Expenses") shall be for the account of the
                 Company except for underwriting discounts or commissions or
                 brokers' fees in respect to shares to be sold by the Grantee
                 and the fees and
   10
                 disbursements of the Grantee's counsel; provided, however,
                 that the Company shall not be required to pay for any
                 Registration Expenses with respect to such registration if the
                 registration request is subsequently withdrawn at the request
                 of the Grantee unless the Grantee agrees to forfeit its right
                 to request one registration; and provided further that, if at
                 the time of such withdrawal the Grantee has learned of a
                 material adverse change in the results of operations,
                 condition (financial or other), business or prospects of the
                 Company from that known to the Grantee at the time of its
                 request and has withdrawn the request with reasonable
                 promptness following disclosure by the Company of such
                 material adverse change, then the Grantee shall not be
                 required to pay any of such expenses and shall retain all
                 remaining rights to request registration.

         c.               The Grantee shall provide all information reasonably
                 requested by the Company for inclusion in any registration
                 statement to be filed hereunder.  If during the Registration
                 Period the Company shall propose to register under the
                 Securities Act the offering, sale and delivery of Company
                 Common Stock for cash for its own account (other than any
                 registration on Form S-8 or any successor form or in
                 connection with any offering  to employees of the Company or
                 in connection with any employee, director or consultant
                 benefit or compensation plan) or for any other stockholder of
                 the Company pursuant to a firm underwriting, it shall, in
                 addition to the Company's other obligations under this Section
                 9, allow the Grantee the right to participate in such
                 registration provided that the Grantee participates in the
                 underwriting; provided, however, that, if the managing
                 underwriter of such offering advises the Company in writing
                 that in its opinion the number of shares of Company Common
                 Stock requested to be included in such registration exceeds
                 the number that can be sold in such offering, the Company
                 shall, after fully including therein all securities to be sold
                 by the Company, include the shares requested to be included
                 therein by the Grantee pro rata (based on the number of shares
                 intended to be included therein) with the shares intended to
                 be included therein by Persons other than the Company.  In
                 connection with any offering, sale and delivery of Company
                 Common Stock pursuant to a registration statement effected
                 pursuant to this Section 9, the Company and the Grantee shall
                 provide each other and each underwriter of the offering with
                 customary representations, warranties and covenants, including
                 covenants of indemnification and contribution.

10.              First Refusal.  At any time after the first occurrence of an
         Exercise Event, if the Grantee shall desire to sell, assign, transfer
         or otherwise dispose of all or any of the Option Shares or other
         securities acquired by it pursuant to the Option, it shall give the
         Company written notice of the proposed transaction (an "Offeror's
         Notice"), identifying the proposed transferee, accompanied by a copy
         of a bona fide binding offer, which is not subject to financing or
         other material conditions other than regulatory approvals, to purchase
         such shares or other securities signed by such transferee and setting
         forth the terms of the proposed transaction.  An Offeror's Notice
         shall be deemed an offer by the Grantee to the Company, which may be
         accepted, in whole but not in part, within ten business days of the
         receipt of such Offeror's Notice, on the same terms and conditions and
         at the same price at which the
   11
         Grantee is proposing to transfer such shares or other securities to
         such transferee.  The purchase of any such shares or other securities
         by the Company shall be settled within ten business days of the date
         of the acceptance of the offer (or such later date on which any
         conditions of such offer would have been reasonably satisfied or
         waived had the offer not been accepted by the Company) and the
         purchase price shall be paid to the Grantee in immediately available
         funds.  If the Company shall fail or refuse to purchase all the shares
         or other securities covered by an Offeror's Notice, the Grantee may,
         within sixty days from the date of the Offeror's Notice, sell all, but
         not less than all, of such shares or other securities to the proposed
         transferee at no less than the price specified and on terms no more
         favorable than those set forth in the Offeror's Notice; provided,
         however, that the provisions of this sentence shall not limit the
         rights the Grantee may otherwise have if the Company has accepted the
         offer contained in the Offeror's Notice and wrongfully refuses to
         purchase the shares or other securities subject thereto.  The
         requirements of this Section 10 shall not apply to (a) any disposition
         as a result of which the proposed transferee (together with the
         proposed transferee's affiliates) would own beneficially not more than
         2% of the outstanding voting power of the Company, (b) any disposition
         of Company Common Stock or other securities by a Person to whom the
         Grantee has assigned its rights under the Option with the consent of
         the Company, (c) any sale by means of a public offering registered
         under the Securities Act or (d) any transfer to a wholly owned
         subsidiary of the Grantee which agrees in writing to be bound by the
         terms hereof.

11.              Listing.  If the Company Common Stock or any other securities
         then subject to the Option are then listed on The Nasdaq National
         Market (or if Company Common Stock is not quoted on The Nasdaq
         National Market, on any other market comprising a part of The Nasdaq
         Stock Market or, if the shares of Company Common Stock are not quoted
         thereon, on another trading market or exchange), the Company, upon the
         occurrence of an Exercise Event, shall promptly file an application to
         list on The Nasdaq National Market, such other market comprising a
         part of The Nasdaq Stock Market or such other trading market or
         exchange, as applicable, the shares of the Company Common Stock or
         other securities then subject to the Option and will use all
         reasonable efforts to cause such listing application to be approved as
         promptly as practicable.

12.              Replacement of Agreement.  Upon receipt by the Company of
         evidence reasonably satisfactory to it of the loss, theft, destruction
         or mutilation of this Agreement, and (in the case of loss, theft or
         destruction) of reasonably satisfactory indemnification, and upon
         surrender and cancellation of this Agreement, if mutilated, the
         Company will execute and deliver a new Agreement of like tenor and
         date.  Any such new Agreement shall constitute an additional
         contractual obligation of the Company, whether or not the Agreement so
         lost, stolen, destroyed or mutilated shall at any time be enforceable
         by anyone.

13.              Standstill.  Other than pursuant to the Agreement and Plan of
         Reorganization, following the occurrence of an Exercise Event and
         prior to the first anniversary of the date on which the Option is
         first exercised (the "Standstill Period"), without the prior written
         consent of the Company, the Grantee shall not, nor shall the Grantee
         permit its affiliates to, directly or indirectly, along or in concert
         or conjunction with any other person or group, in
   12
         any manner acquire, agree to acquire or make any proposal to acquire,
         any Company Common Stock (other than pursuant to this Agreement or the
         Agreement and Plan of Reorganization) for a price per share of Company
         Common Stock that is less than $32.44; provided, however, that should
         any event that would be an Exercise Event under Section 4(b)(i) or
         (ii) or otherwise be a proposal for Another Motel Transaction occur
         during the Standstill Period, the restrictions on Grantee pursuant to
         this Section 13 shall not apply.

14.              Miscellaneous.

         a.               Expenses.  Except as otherwise provided in the
                 Agreement and Plan of Reorganization or in Sections 7, 8 or 9
                 hereof, each of the parties hereto shall bear and pay all
                 costs and expenses incurred by it or on its behalf in
                 connection with the transactions contemplated hereunder,
                 including fees and expenses of its own financial consultants,
                 investment bankers, accountants and counsel.

         b.               Waiver and Amendment.  Any provision of this
                 Agreement may be waived at any time by the party that is
                 entitled to the benefits of such provision.  This Agreement
                 may not be modified, amended, altered or supplemented except
                 upon the execution and delivery of a written agreement
                 executed by the parties hereto.

         c.               Entire Agreement; No Third Party Beneficiary;
                 Severability.  Except as otherwise set forth in the Agreement
                 and Plan of Reorganization, this Agreement (including the
                 Agreement and Plan of Reorganization and the other documents
                 and instruments referred to herein and therein) (i)
                 constitutes the entire agreement and supersedes all prior
                 agreements and understandings, both written and oral, between
                 the parties with respect to the subject matter hereof and (ii)
                 is not intended to confer upon any Person other than the
                 parties hereto any rights or remedies hereunder.  If any term,
                 provision, covenant or restriction of this Agreement is held
                 by a court of competent jurisdiction to be invalid, void or
                 unenforceable, the remainder of the terms, provisions,
                 covenants and restrictions of this Agreement shall remain in
                 full force and effect and shall in no way be affected,
                 impaired or invalidated.

         d.               Governing Law.  This Agreement shall be governed by,
                 and construed in accordance with, the laws of the State of
                 Delaware, regardless of the laws that might otherwise govern
                 under applicable principles of conflicts of law; provided,
                 however, that any matter involving the internal corporate
                 affairs of any party hereto shall be governed by the
                 provisions of the state of its incorporation.

         e.               Descriptive Headings.  The descriptive headings
                 contained herein are for convenience or reference only and
                 shall not affect in any way the meaning or interpretation of
                 this Agreement.

         f.               Notices.  Any notice to be given to any party hereto
                 shall be in writing and shall be delivered by overnight
                 courier, sent by facsimile transmission or first class
                 registered or certified mail, postage prepaid.
   13
                 If to the Company to:

                          Boole & Babbage, Inc.
                          3131 Zanker Road
                          San Jose, CA  95134-1933
                          Attention:  Paul Newton
                          Facsimile:  (908) 526-3056

                 with a copy to:

                          Cooley Godward LLP
                          3000 El Camino Real
                          Palo Alto, CA  94306
                          Attention:  Alan Mendelson and Keith Flaum
                          Facsimile:  (650) 857-0663

                 If to Grantee to:

                          BMC Software, Inc.
                          2101 Citywest Blvd.
                          Houston, TX  77042-2827
                          Attention:  Tim Shen
                          Facsimile:  (713) 918-8000

                 with a copy to:

                          Vinson & Elkins L.L.P.
                          2300 First City Tower
                          1001 Fannin
                          Houston, TX  77002-6760
                          Attention:  John S. Watson
                          Facsimile:  (713) 615-5236

                 Any communication so addressed and mailed by first-class
         registered or certified mail, postage prepaid, shall be deemed to be
         received on the fifth business day after so mailed, and any
         communication so addressed and if delivered by overnight courier or
         facsimile to such address shall be deemed to be received (i) in the
         case of delivery by overnight courier, on the second business day
         after such communication is delivered to the overnight courier
         service, and (ii) in the case of delivery by facsimile, upon delivery
         during normal business hours on any business day.

         g.               Counterparts.  This Agreement and any amendments
                 hereto may be executed in two counterparts, each of which
                 shall be considered one and the same agreement and shall
                 become effective when both counterparts have been signed by
                 each of the
   14
                 parties and delivered to the other party, it being understood
                 that both parties need not execute the same counterpart.

         h.               Assignment.  Neither this Agreement nor any of the
                 rights, interests or obligations hereunder or under the Option
                 shall be assigned by either of the parties hereto (whether by
                 operation of law or otherwise) without the prior written
                 consent of the other party, except that the Grantee may assign
                 this Agreement to a wholly owned subsidiary of the Grantee;
                 provided, however, that no such assignment shall have the
                 effect of releasing the Grantee from its obligations
                 hereunder.  Subject to the preceding sentence, this Agreement
                 shall be binding upon, inure to the benefit of and be
                 enforceable by the parties and their respective successors and
                 assigns.

         i.               Further Assurances.  In the event of any exercise of
                 the Option by the Grantee, the Company and the Grantee shall
                 execute and deliver all other documents and instruments and
                 take all other action that may be reasonably necessary in
                 order to consummate the transactions provided for by such
                 exercise.

         j.               Specific Performance.  The parties hereto hereby
                 acknowledge and agree that the failure of any party to this
                 Agreement to perform its agreements and covenants hereunder
                 will cause irreparable injury to the other party to this
                 Agreement for which damages, even if available, will not be an
                 adequate remedy.  Accordingly, each of the parties hereto
                 hereby consents to the granting of equitable relief (including
                 specific performance and injunctive relief) by any court of
                 competent jurisdiction to enforce any party's obligations
                 hereunder. The parties further agree to waive any requirement
                 for the securing or posting of any bond in connection with the
                 obtaining of any such equitable relief and that this provision
                 is without prejudice to any other rights that the parties
                 hereto may have for any failure to perform this Agreement.
   15
         IN WITNESS WHEREOF, the Company and the Grantee have caused this Stock
Option Agreement to be signed by their respective officers thereunto duly
authorized, all as of the day and year first written above.

                                          BOOLE & BABBAGE, INC.
                                          
                                          
                                          By:   /s/  Paul E. Newton
                                             ----------------------------------
                                              Name:   Paul E. Newton
                                              Title:  President and Chief 
                                                      Executive Officer
                                          
                                          
                                          BMC SOFTWARE, INC.
                                          
                                          
                                          By:   /s/ Max P. Watson Jr.
                                             ----------------------------------
                                              Name:   Max P. Watson Jr.
                                              Title:  President

EX-99.3

   1
                                                                       EXHIBIT 3

                                VOTING AGREEMENT


         This Voting Agreement dated as of October __, 1998 is between BMC
Software, Inc., a Delaware corporation ("BMC"), and
_____________________________ (the "Stockholder").

         WHEREAS, BMC, Ranger Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of BMC ("Merger Sub"), and Boole & Babbage, Inc., a
Delaware corporation ("Boole"), are entering into an Agreement and Plan of
Reorganization dated as of the date hereof (as amended from time to time
pursuant thereto, the "Reorganization Agreement");

         WHEREAS, the Stockholder owns the number of issued and outstanding
shares of Common Stock, par value $0.001 per share, of Boole (the "Boole Common
Stock), set forth opposite his name on Schedule A attached hereto; and

         WHEREAS, as a condition to the willingness of BMC to enter into the
Reorganization Agreement, and as an inducement to it to do so, the Stockholder
has agreed for the benefit of BMC as set forth in this Agreement;

         NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows (terms defined in the Reorganization Agreement and used but not
defined herein having the meanings assigned to such terms in the Reorganization
Agreement):


                                   ARTICLE 1.

                          COVENANTS OF THE STOCKHOLDER

         Section 1.01. Agreement to Vote. At any meeting of the stockholders of
Boole held after the date of this Agreement and prior to the Termination Date
(as defined hereinafter), however called, and at every adjournment or
postponement thereof after the date of this Agreement and prior to the
Termination Date, or in connection with any written consent of the stockholders
of Boole given after the date of this Agreement and prior to the Termination
Date, the Stockholder shall vote or cause to be voted all Subject Shares (as
defined below) in favor of the approval of the Merger and each of the other
transactions contemplated by the Reorganization Agreement and in favor of the
approval and adoption of the Reorganization Agreement, and any actions required
in furtherance hereof and thereof. For purposes of this Agreement, "Subject
Shares" shall mean all issued and outstanding shares of Boole Common Stock owned
(i) of record by the Stockholder or (ii) beneficially by the Stockholder, where
such Stockholder has sole voting power of such stock without consideration of
any duty (fiduciary or otherwise) to another person, in either case, as of the
record date fixed for such meeting or consent. Notwithstanding anything to the
contrary contained in this


   2



Agreement, the "Subject Shares" shall not include, and the Stockholder shall not
be deemed to be the beneficial owner of, any shares of Boole Common Stock that
the Stockholder may acquire upon exercise of any stock options (unless such
option has been exercised and such shares have been issued to the Stockholder
and are held by the Stockholder as of such record date). From the date of this
Agreement through the Termination Date, the Stockholder hereby grants BMC an
irrevocable proxy coupled with an interest to vote the Subject Shares in favor
of the Merger and each of the other transactions contemplated by the
Reorganization Agreement and in favor of the approval and adoption of the
Reorganization Agreement, and any actions required in furtherance hereof and
thereof.

         Section 1.02. Proxies and Voting Agreements. Except as described in
Section 1.01, the Stockholder hereby revokes any and all previous proxies
granted with respect to matters set forth in Section 1.01. Prior to the
Termination Date, the Stockholder shall not enter into any agreement or
understanding with any person other than BMC prior to the Termination Date,
directly or indirectly, to vote, grant any proxy or give instructions with
respect to the voting of any Subject Shares in any manner inconsistent with this
Agreement. This Agreement is intended to bind Stockholder only with respect to
the specific matters set forth herein. Stockholder will retain at all times the
right to vote the Stockholder's Subject Shares, in Stockholder's sole
discretion, on all matters other than those set forth in this Section 1.02 which
are at any time or from time to time presented to Boole's stockholders
generally.

         Section 1.03. Transferee of Subject Shares to be Bound by this 
Agreement. The Stockholder agrees that, during the period from the date of this
Agreement through the Termination Date, Stockholder shall not cause or permit
any transfer, assignment, conveyance or other disposition of any of the Subject
Shares to be effected unless each person to which any Subject Shares, or any
interest in any of such Subject Shares, is or may be transferred shall have: (a)
executed a counterpart of this Agreement; and (b) agreed to hold such Subject
Shares (or interest in such Subject Shares) subject to all of the terms and
provisions of this Agreement.

         For purposes hereof, the "Termination Date" means the first to occur of
(i) the Effective Time of the Merger and (ii) the date the Reorganization
Agreement is terminated pursuant to the provisions thereof.

                                   ARTICLE 2.

              REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS
                               OF THE STOCKHOLDER

         The Stockholder represents, warrants and covenants as of the date
hereof to BMC that:

         Section 2.01. Ownership. The Stockholder is as of the date hereof the
beneficial owner of the shares of Boole Common Stock set forth opposite his name
on Schedule A attached hereto. The Stockholder has the sole right to vote such
shares, none of such shares are subject to any voting trust or other agreement,
arrangement or restriction with respect to the voting of such shares, and no


   3



proxy, power of attorney or other authorization has been granted with respect to
any of such shares other than as set forth herein.

         Section 2.02. Authority and Non-Contravention. The Stockholder has the
right, and capacity, to execute, deliver and perform this Agreement and
consummate the transactions contemplated hereby.

         Such actions by the Stockholder (a) require no action by or in respect
of, or filing with, any governmental entity by the Stockholder on or before the
Termination Date, other than any required filings under the Exchange Act or
under the HSR Act, and (b) do not and will not contravene or constitute a
default under any provisions of applicable law or regulation or any agreement,
judgment, injunction, order, decree or other instrument binding on the
Stockholder or result in the imposition of any lien, pledge, security interest,
charge or other encumbrance or restriction on any of the Subject Shares (other
than as provided in this Agreement with respect to Subject Shares).

         Section 2.03. Binding Effect. This Agreement has been duly executed and
delivered by the Stockholder and is the valid and binding agreement of the
Stockholder, enforceable against the Stockholder in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights generally and by equitable
principles to which the remedies of specific performance and injunctive and
similar forms of relief are subject.


                                   ARTICLE III

                                  MISCELLANEOUS

         Section 3.01. Expenses. Each party hereto shall pay its own expenses
incident to preparing for entering into and carrying out this Agreement and the
consummation of the transactions contemplated hereby.

         Section 3.02. Further Assurances. From time to time, at the request of
the other party, each party shall execute and deliver or cause to be executed
and delivered such additional documents and instruments and take all such
further reasonable action as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.

         Section 3.03. Specific Performance. The Stockholder on the one hand,
and BMC, on the other, acknowledge and agree that irreparable damage would occur
if for any reason the Stockholder fails to perform any of the Stockholder's
obligations under this Agreement, and that BMC would not have an adequate remedy
at law for money damages in such event. Accordingly, BMC shall be entitled to
seek specific performance and injunctive and other equitable relief to enforce
the performance of this agreement by the Stockholder without any requirement for
the securing or posting of any bond. This provision is without prejudice to any
other rights that BMC may have against the Stockholder for any failure to
perform its obligations under this Agreement.



   4



         Section 3.04. Notices. Any notice or communication required or
permitted hereunder shall be in writing and shall be delivered by overnight
courier, sent by facsimile transmission or first class registered or certified
mail, postage prepaid. Any communication so addressed and mailed by first-class
registered or certified mail, postage prepaid, shall be deemed to be received on
the fifth business day after so mailed, and any communication so addressed and
if delivered by overnight courier or facsimile to such address shall be deemed
to be received (i) in the case of delivery by overnight courier, on the second
business day after such communication is delivered to the overnight courier
service, and (ii) in the case of delivery by facsimile, upon delivery during
normal business hours on any business day.

         (a)      if to BMC or Merger Sub, to:

                  BMC Software, Inc.
                  2101 City West Blvd.
                  Houston, TX 77042

                  Attention:  Tim Shen
                  Facsimile:  713/918-1110

         with a copy to:

                  Vinson & Elkins L.L.P.
                  2300 First City Tower
                  Houston, Texas 77002
                  Attention:  John S. Watson
                  Facsimile:  713/615-5236

         (b)      if to Stockholder, to:

                  ------------------------------
                  ------------------------------
                  ------------------------------
                  ------------------------------

                  with a copy to:

                  Cooley Godward L.L.P.
                  3000 El Camino Real
                  Palo Alto, California 94306
                  Attention:  Alan Mendelson and Keith Flaum
                  Facsimile:  650/857-0663

         Section 3.05. Interpretation. When a reference is made in this
Agreement to Sections, such reference shall be to a Section of this Agreement
unless otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or


   5



interpretation of this Agreement. Whenever the work "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation." Unless the context otherwise requires, "or" is
disjunctive but not necessarily exclusive, and words in the singular include the
plural and in the plural include the singular.

         Section 3.06. Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when two or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
all parties need not sign the same counterpart.

         Section 3.07. Entire Agreement; No Third Party Beneficiaries. This
Agreement (a) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereto and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

         Section 3.08. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.

         Section 3.09. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) except as permitted herein
without the prior written consent of the other party. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns. All
costs and expenses incurred in connection with this Agreement shall be paid by
the party incurring such cost or expense.

         Section 3.10. Amendments; Terminations. This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto.

         Section 3.11. No Effect on Acting as a Director. Nothing in this
Agreement shall, and nothing in this Agreement shall be deemed to, prevent the
Stockholder from taking actions permitted by Section 4.3.6.1 of the
Reorganization Agreement.




   6


         IN WITNESS WHEREOF, BMC and the Stockholder have caused this Agreement
to be duly executed as of the day and year first above written.


                                      STOCKHOLDER:


                                      -----------------------------------------
                                      Name:


                                      BMC:

                                      BMC SOFTWARE, INC.

                                      By:
                                         --------------------------------------
                                      Name:    M. Brinkley Morse
                                      Title:   Senior Vice President