8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): MARCH 12, 2002

                         ASCENTIAL SOFTWARE CORPORATION
               (Exact Name of Registrant as Specified in Charter)


         DELAWARE                       0-15325                  94-3011736
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)


             50 WASHINGTON STREET, WESTBOROUGH, MASSACHUSETTS 01581
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (508) 366-3888

ITEM 5. OTHER EVENTS.

      A copy of a press release of the Registrant, dated March 12, 2002, is
attached as Exhibit 99.1 hereto and incorporated by reference herein.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)   Exhibits.

            99.1  Press Release dated March 12, 2002


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  ASCENTIAL SOFTWARE CORPORATION


                                  By: /s/ Robert McBride
                                      --------------------------------------
                                      Robert McBride
                                      Vice President and Chief Financial Officer

Dated: March 20, 2002

EX-99.1

                                                                    Exhibit 99.1



                ASCENTIAL SOFTWARE TO ACQUIRE DATA QUALITY LEADER
                         Vality Technology, Incorporated


- -     TRANSFORMS MARKET BY COMBINING DATA INTEGRATION AND DATA QUALITY PRODUCTS

- -     ASCENTIAL RE-AFFIRMS PROFITABILITY GOAL FOR FOURTH QUARTER 2002

WESTBORO, Mass., March 12, 2002 - Ascential Software Corp. (NASDAQ: ASCL) today
announced that it has entered into a definitive agreement to acquire privately
held Vality Technology Incorporated of Boston, Mass., in a cash transaction
valued at approximately $92 million. The transaction is expected to close in
April 2002, subject to approval of Vality shareholders and other customary
closing conditions. The merger is expected to be accretive by year-end 2002.

Vality is a recognized industry leader in enterprise data quality management, a
vital prerequisite for the success of data intensive mission-critical
applications such as Customer Relationship Management (CRM), Supply Chain
Management (SCM), Enterprise Resource Planning (ERP), Business Intelligence (BI)
and analytics, data warehousing and e-business applications. With 2001 revenues
of $21.2 million, Vality currently has over 500 customers primarily in financial
services, healthcare, manufacturing, telecommunications, retail and government
markets. Vality customers include BARCLAYS Plc, Bristol-Myers Squibb, Cingular
Wireless, CMP, John Deere, Marks & Spencer, Motorola, National Westminster Bank
Plc, Premera Blue Cross, UPS and the US Department of Agriculture.

COMBINATION SIGNIFICANTLY EXTENDS MARKET LEADERSHIP

Commenting on the transaction, Ascential Chairman and CEO Peter Gyenes said,
"Vality's enterprise data quality solutions are a natural complement to our
enterprise data integration offerings. The combination creates significant
market differentiation and extends Ascential's leadership position while
reinforcing our planned revenue acceleration in 2002 and beyond. The transaction
also represents achievement of another major milestone in our strategy to
establish Ascential as the clear leader in enterprise data integration
infrastructure solutions. Consistent with our acquisition criteria, this
transaction is expected to be accretive to Ascential's earnings by the end of
the year. As a result we remain on track to achieve profitability during the
fourth quarter of 2002."

SINGLE SOURCE FOR ETL, META DATA AND DATA QUALITY

This acquisition will create a market-leading offering that integrates ETL
(extraction, transformation and load), meta data management, and data quality
and cleansing technologies. Customers will benefit from the superior
functionality and ease-of-use

available in a single integrated data integration solution, rather than having
to piece together different products from several vendors. Customers also will
benefit by having a single vendor for all their enterprise data integration,
professional services and support requirements.

COMBINATION INTENDED TO TRANSFORM MARKET

"The acquisition of Vality, when combined with the functionality and unlimited
scalability of the current DataStage platform, transforms the market for these
products by greatly enhancing the opportunity for customers to increase the
return on investment in their enterprise-wide applications," said Ascential
President Pete Fiore. "The Ascential DataStage product family is now the
industry's most comprehensive set of data integration products, enabling
companies worldwide to create and manage from a single platform and interface,
their scalable and complex data integration infrastructures for successful
implementation of business initiatives such as CRM, SCM, BI and analytics,
e-business applications, and data warehousing."

GARTNER SAYS DATA QUALITY MARKET CONTINUING TO EXPAND

"Data integration and data quality are fundamental prerequisites for the
successful implementation of enterprise applications, such as CRM, SCM and ERP,"
said Ted Friedman, senior analyst at Gartner Research. "The market for data
quality will continue to expand as enterprises realize the major advantages and
cost savings that can be achieved by ensuring that the data they integrate is
complete and accurate. Gartner estimates that the market opportunity for such
solutions will be several times the size of the current worldwide revenue for
data quality," continued Mr. Friedman.

Market data reveals significant demand for data integration and data quality
solutions. The Data Warehouse Institute (TDWI) has reported that in a poll of
enterprise IT managers, 47 percent of respondents said integrated data quality
was the feature that they most wanted in an ETL/data integration product set.
The Institute also reported that poor quality data costs businesses $611 billion
a year in the United States alone (TDWI Report Series: Data Quality and the
Bottom Line, January 2002). Ascential's expanded suite of enterprise data
integration and data quality solutions are vital elements for the worldwide CRM,
SCM and ERP markets, which Gartner Group estimates should grow to $17.4 billion
by 2003.

CUSTOMER OF VALITY AND ASCENTIAL CITES ADVANTAGES

"Having a single solution to integrate and ensure the accuracy of our patient
data in the data warehouse will be extremely helpful to Premera, particularly in
light of the new federal Health Insurance Portability and Accountability Act
(HIPAA), said Marcia Seys, lead technical architect of Premera Blue Cross, a
customer of both Vality and Ascential. "By avoiding data quality problems in
advance as we integrate data, Premera will be able

to focus more IT resources on value-added services in support of our
professional community and business goals."

"As a Vality OEM Partner, and the leading global provider of eBusiness and
Application Integration solutions, SeeBeyond applauds this marriage of
enterprise data integration and data quality management technologies," said Kate
Mitchell, senior vice president, marketing and business development for
SeeBeyond. Ms. Mitchell continued, "Data integration at all levels requires
quality-assured data from the beginning to produce results customers expect."

ABOUT THE TRANSACTION AND CONFERENCE CALL

The transaction is expected to close in April 2002, subject to approval of
Vality shareholders and other customary closing conditions. Vality stockholders
holding more than two-thirds of Vality's outstanding capital stock have already
agreed to support and vote in favor of the proposed transaction at the meeting
of Vality's stockholders, which will be convened in early April. Ascential and
Vality already received termination of the Hart-Scott-Rodino waiting period
regarding the proposed transaction. The cash value of the transaction is net of
proceeds from exercised options and cash on the Vality balance sheet.

Ascential management will host a conference call at 11:00 a.m. (EST) today, to
discuss the acquisition. The conference call will be broadcast live through a
link on the Ascential Investor Relations Web page at
www.ascentialsoftware.com/investors. Participants are requested to go to the Web
site at least 15 minutes prior to the call to register, download and install any
required audio software.

ABOUT ASCENTIAL

Ascential Software Corporation is the leading provider of Information Asset
Management solutions to the Global 2000. Customers use Ascential's products to
turn vast amounts of disparate, unrefined data into reusable information assets
that drive business success. Ascential's unique framework enables customers to
easily collect, validate, organize, administer and deliver information assets to
realize more value from their enterprise data, reduce costs and increase
profitability. Headquartered in Westboro, Mass., Ascential has offices worldwide
and supports more than 1,800 customers in such industries as financial services,
telecommunications, insurance, healthcare, manufacturing and transportation and
retail. More information on Ascential Software can be found on the Web at
http://www.ascentialsoftware.com.