POWER OF ATTORNEY


         Know all by these presents,  that the  undersigned  hereby  constitutes
and appoints Chris C. Chaffin and Patrick Tagtow, and each of them, acting
singly, as the undersigned's true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an officer and/or director of BMC
                  Software, Inc. (the "Company"), Forms 3, 4 and 5 in accordance
                  with Section 16(a) of the Securities Exchange Act of 1934 and
                  the rules thereunder;
	 (2)      execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an officer and/or director of BMC
                  Software, Inc. (the "Company"), Form 144 in accordance with
                  Rule 144 under the Securities Act of 1933 and the rules
                  thereunder;
         (3)      do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any such Form 3, 4, 5 and 144 timely file such
                  form with the United States Securities and Exchange Commission
                  and any stock exchange or similar authority; and
         (4)      take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Power of Attorney shall be in such form and shall contain such
                  terms and conditions as such attorney-in-fact may approve in
                  such attorney-in-fact's discretion.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 or Form 144 in accordance
with Rule 144 under the Securities Act of 1933.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

         IN  WITNESS   WHEREOF,   the   undersigned   has  caused   this  Power
of Attorney  to  be  executed  as  of  this 12th day of July, 2012.


                                                    s/John M. Dillon
                                                    ------------------------
                                                           Signature







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