SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ¨                            Filed by a Party other than the Registrant  x

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
¨	Definitive Additional Materials
x	Soliciting Material Pursuant to § 240.14a-12
BMC Software, Inc.
(Name of Registrant as Specified In Its Charter)
Elliott Associates, L.P. Elliott International, L.P. Paul E. Singer Elliott Capital Advisors, L.P. Elliott Special GP, LLC Braxton Associates Inc. Elliott Asset Management LLC The Liverpool Limited Partnership Liverpool Associates Ltd. Elliott International Capital Advisors Inc. Hambledon, Inc. Elliott Management Corporation Carl James Schaper Thomas E. Hogan John M. Dillon Andreas W. Mattes
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
x	No fee required.
¨	Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

On June 14, 2012, Elliott Associates, L.P. and Elliott International, L.P. issued a press release with respect to BMC Software, Inc., a copy of which is attached hereto as Exhibit A.