EXHIBIT 4.2

         BMC Software, Inc. 2002 Nonemployee Director Stock Option Plan


                               BMC SOFTWARE, INC.

                   2002 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

                                   I. PURPOSE

         The purpose of the BMC SOFTWARE, INC. 2002 NONEMPLOYEE DIRECTOR STOCK
OPTION PLAN (the "Plan") is to provide a means through which BMC SOFTWARE, INC.,
a Delaware corporation (the "Company"), may attract able persons to serve as
Nonemployee Directors and to provide a means whereby Nonemployee Directors can
acquire and maintain stock ownership, thereby strengthening their concern for
the welfare of the Company and its Affiliates. A further purpose of the Plan is
to provide such individuals with additional incentive and reward opportunities
designed to enhance the profitable growth of the Company and its Affiliates.
Accordingly, the Plan provides for the granting of Options to Nonemployee
Directors as provided herein.

                                II. DEFINITIONS

         The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:

         (a) "AFFILIATE" means any corporation, partnership, limited liability
company or partnership, association, trust or other organization which, directly
or indirectly, controls, is controlled by, or is under common control with, the
Company.

         (b) "BOARD" means the Board of Directors of the Company.

         (c) "CODE" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations under
such section.

         (d) "COMMITTEE" means a committee of the Board that is selected by the
Board as provided in Paragraph IV(a).

         (e) "COMMON STOCK" means the common stock, par value $.01 per share, of
the Company, or any security into which such common stock may be changed by
reason of any transaction or event of the type described in Paragraph VIII.

         (f) "COMPANY" means BMC Software, Inc., a Delaware corporation.

         (g) "CORPORATE CHANGE" shall have the meaning assigned to such term in
Paragraph VIII(c) of the Plan.

         (h) "FAIR MARKET VALUE" means, as of any specified date, the mean of
the high and low sales prices of the Common Stock (i) reported on the stock
exchange composite tape on that date or (ii) if the Common Stock is not listed
on a national stock exchange, reported by the National Market System of NASDAQ
on that date (or such other reporting service approved by the Committee); or, in
either case, if no prices are reported on that date, on the last preceding





date on which such prices of the Common Stock are so reported. If the Common
Stock is traded over the counter at the time a determination of its fair market
value is required to be made hereunder, its fair market value shall be deemed to
be equal to the average between the reported high and low or closing bid and
asked prices of Common Stock on the most recent date on which Common Stock was
publicly traded. In the event Common Stock is not publicly traded at the time a
determination of its value is required to be made hereunder, the determination
of its fair market value shall be made by the Committee in such manner as it
deems appropriate.

         (i) "1934 ACT" means the Securities Exchange Act of 1934, as amended.

         (j) "NONEMPLOYEE DIRECTOR" means an individual who is a member of the
Board and who is not an employee of the Company or any Affiliate.

         (k) "OPTION" means an award granted under Paragraph VII of the Plan.

         (l) "OPTION AGREEMENT" means a written agreement between the Company
and a Nonemployee Director with respect to an Option.

         (m) "PLAN" means the BMC Software, Inc. 2002 Nonemployee Director Stock
Option Plan, as amended from time to time.

         (n) "RULE 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act,
as such may be amended from time to time, and any successor rule, regulation or
statute fulfilling the same or a similar function.

         (o) "STOCK APPRECIATION RIGHT" shall have the meaning assigned to such
term in Paragraph VII(d) of the Plan.

                  III. EFFECTIVE DATE AND DURATION OF THE PLAN

         The Plan shall become effective upon the date of its adoption by the
Board, provided the Plan is approved by the stockholders of the Company within
12 months thereafter. Notwithstanding any provision in the Plan or in any Option
Agreement, no Option shall be exercisable prior to such stockholder approval. No
further Options may be granted under the Plan after 10 years from the date the
Plan is adopted by the Board. The Plan shall remain in effect until all Options
granted under the Plan have been exercised or expired.

                               IV. ADMINISTRATION

         (a) COMPOSITION OF COMMITTEE. The Plan shall be administered by a
committee of, and appointed by, the Board that shall be comprised solely of two
or more nonemployee directors (within the meaning of the term "Non-Employee
Director" as defined in Rule 16b-3).

         (b) POWERS. Subject to the express provisions of the Plan, the
Committee shall have authority, in its discretion, to determine which
Nonemployee Directors shall receive an Option, the time or times when such
Option shall be granted, and the number of shares to be subject to each Option.
In making such determinations, the Committee shall take into account the nature
of the services rendered by the respective Nonemployee Directors, their present
and potential



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contribution to the Company's success and such other factors as the Committee in
its discretion shall deem relevant.

         (c) ADDITIONAL POWERS. The Committee shall have such additional powers
as are delegated to it by the other provisions of the Plan. Subject to the
express provisions of the Plan, this shall include the power to construe the
Plan and the respective Option Agreements executed hereunder, to prescribe rules
and regulations relating to the Plan, to determine the terms, restrictions and
provisions of each Option Agreement, and to make all other determinations
necessary or advisable for administering the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any Option Agreement in the manner and to the extent it shall deem expedient to
carry it into effect. The determinations of the Committee on the matters
referred to in this Paragraph IV shall be conclusive.

                V. SHARES SUBJECT TO THE PLAN; GRANT OF OPTIONS

         (a) SHARES SUBJECT TO THE PLAN. Subject to adjustment in the same
manner as provided in Paragraph VIII with respect to shares of Common Stock
subject to Options then outstanding, the aggregate number of shares of Common
Stock that may be issued under the Plan shall not exceed 1,000,000 shares.
Shares shall be deemed to have been issued under the Plan only (i) to the extent
actually issued and delivered pursuant to an Option or (ii) to the extent an
Option is settled in cash. To the extent that an Option lapses or the rights of
its holder terminate, any shares of Common Stock subject to such Option shall
again be available for the grant of an Option under the Plan.

         (b) GRANT OF OPTIONS. The Committee may from time to time grant Options
to one or more Nonemployee Directors determined by it to be eligible for
participation in the Plan in accordance with the terms of the Plan.

         (c) STOCK OFFERED. Subject to the limitations set forth in Paragraph
V(a), the stock to be offered pursuant to the grant of an Option may be
authorized but unissued Common Stock or Common Stock previously issued and
outstanding and reacquired by the Company. Any of such shares which remain
unissued and which are not subject to outstanding Options at the termination of
the Plan shall cease to be subject to the Plan but, until termination of the
Plan, the Company shall at all times make available a sufficient number of
shares to meet the requirements of the Plan.

                                VI. ELIGIBILITY

         Options may be granted only to persons who, at the time of grant, are
Nonemployee Directors. An Option may be granted on more than one occasion to the
same person.

                               VII. OPTION TERMS

         (a) OPTION PERIOD. The term of each Option shall be as specified by the
Committee at the date of grant, but in no event shall an Option be exercisable
after the expiration of 10 years from the date of grant.



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         (b) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable
in whole or in such installments and at such times as determined by the
Committee.

         (c) NO INCENTIVE STOCK OPTIONS. Options granted under the Plan shall
not be treated as incentive stock options within the meaning of section 422(b)
of the Code.

         (d) OPTION AGREEMENT. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve. Each
Option Agreement shall specify the effect of termination of membership on the
Board on the exercisability of the Option. An Option Agreement may provide for
the payment of the option price, in whole or in part, by the delivery of a
number of shares of Common Stock (plus cash if necessary) having a Fair Market
Value equal to such option price. Moreover, an Option Agreement may provide for
a "cashless exercise" of the Option by establishing procedures satisfactory to
the Committee with respect thereto. Further, an Option Agreement may provide for
the surrender of the right to purchase shares under the Option in return for a
payment in cash or shares of Common Stock or a combination of cash and shares of
Common Stock equal in value to the excess of the Fair Market Value of the shares
with respect to which the right to purchase is surrendered over the option price
therefor ("Stock Appreciation Rights"), on such terms and conditions as the
Committee in its sole discretion may prescribe. The terms and conditions of the
respective Option Agreements need not be identical. Subject to the consent of
the holder of an Option, the Committee may, in its sole discretion, amend an
outstanding Option Agreement relating to such Option from time to time in any
manner that is not inconsistent with the provisions of the Plan (including,
without limitation, an amendment that accelerates the time at which the Option,
or a portion thereof, may be exercisable).

         (e) OPTION PRICE AND PAYMENT. The price at which a share of Common
Stock may be purchased upon exercise of an Option shall be determined by the
Committee but, subject to adjustment as provided in Paragraph VIII, such
purchase price shall not be less than the Fair Market Value of a share of Common
Stock on the date such Option is granted. The Option or portion thereof may be
exercised by delivery of an irrevocable notice of exercise to the Company, as
specified by the Committee. The purchase price of the Option or portion thereof
shall be paid in full in the manner prescribed by the Committee.

         (f) RESTRICTIONS ON REPRICING OF OPTIONS. Except as provided in
Paragraph VIII, the Committee may not, without approval of the stockholders of
the Company, amend any outstanding Option Agreement to lower the option price
(or cancel and replace any outstanding Option Agreement with Option Agreements
having a lower option price).

         (g) STOCKHOLDER RIGHTS AND PRIVILEGES. The holder of an Option shall be
entitled to all the privileges and rights of a stockholder only with respect to
such shares of Common Stock as have been purchased under the Option and for
which certificates of stock have been registered in such holder's name.

         (h) OPTIONS AND RIGHTS IN SUBSTITUTION FOR OPTIONS GRANTED BY OTHER
ENTITIES. Options and Stock Appreciation Rights may be granted under the Plan
from time to time in substitution for options held by individuals providing
services to corporations or other entities



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who become Nonemployee Directors as a result of a merger or consolidation or
other business transaction with the Company or any Affiliate.

                    VIII. RECAPITALIZATION OR REORGANIZATION

         (a) NO EFFECT ON RIGHT OR POWER. The existence of the Plan and the
Options granted hereunder shall not affect in any way the right or power of the
Board or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's or any
Affiliate's capital structure or its business, any merger or consolidation of
the Company or any Affiliate, any issue of debt or equity securities ahead of or
affecting Common Stock or the rights thereof, the dissolution or liquidation of
the Company or any Affiliate or any sale, lease, exchange or other disposition
of all or any part of its assets or business or any other corporate act or
proceeding.

         (b) SUBDIVISION OR CONSOLIDATION OF SHARES; STOCK DIVIDENDS. The shares
with respect to which Options may be granted are shares of Common Stock as
presently constituted, but if, and whenever, prior to the expiration of an
Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Common Stock or the payment of a stock dividend on
Common Stock without receipt of consideration by the Company, the number of
shares of Common Stock with respect to which such Option may thereafter be
exercised (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased. Any fractional share resulting from
such adjustment shall be rounded up to the next whole share.

         (c) RECAPITALIZATIONS AND CORPORATE CHANGES. If the Company
recapitalizes, reclassifies its capital stock, or otherwise changes its capital
structure (a "recapitalization"), the number and class of shares of Common Stock
covered by an Option theretofore granted shall be adjusted so that such Option
shall thereafter cover the number and class of shares of stock and securities to
which the Nonemployee Director would have been entitled pursuant to the terms of
the recapitalization if, immediately prior to the recapitalization, the
Nonemployee Director had been the holder of record of the number of shares of
Common Stock then covered by such Option. If (i) the Company shall not be the
surviving entity in any merger or consolidation (or survives only as a
subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees
to sell, lease or exchange all or substantially all of its assets to any other
person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any
person or entity, including a "group" as contemplated by Section 13(d)(3) of the
1934 Act acquires or gains ownership or control (including, without limitation,
power to vote) of more than 50% of the outstanding shares of the Company's
voting stock (based upon voting power), or (v) as a result of or in connection
with a contested election of directors, the persons who were directors of the
Company before such election shall cease to constitute a majority of the Board
(each such event is referred to herein as a "Corporate Change"), no later than
(x) 10 days after the approval by the stockholders of the Company of such
merger, consolidation, reorganization, sale, lease or exchange of assets or
dissolution or such election of directors or (y) 30 days after a Corporate
Change of the type described in clause (iv), the Committee, acting in its sole
discretion without the consent or approval of any Option holder, shall effect
one or more of the following alternatives, which



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alternatives may vary among individual Option holders and which may vary among
Options held by any individual Option holder: (1) accelerate the time at which
Options then outstanding may be exercised so that such Options may be exercised
in full for a limited period of time on or before a specified date (before or
after such Corporate Change) fixed by the Committee, after which specified date
all unexercised Options and all rights of Option holders thereunder shall
terminate, (2) require the mandatory surrender to the Company by selected Option
holders of some or all of the outstanding Options held by such Option holders
(irrespective of whether such Options are then exercisable under the provisions
of the Plan) as of a date, before or after such Corporate Change, specified by
the Committee, in which event the Committee shall thereupon cancel such Options
and cause the Company to pay to each such holder an amount of cash per share
equal to the excess, if any, of the amount calculated in Subparagraph (d) below
(the "Change of Control Value") of the shares subject to such Option over the
exercise price(s) under such Options for such shares, or (3) make such
adjustments to Options then outstanding as the Committee deems appropriate to
reflect such Corporate Change (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary to Options then
outstanding), including, without limitation, adjusting an Option to provide that
the number and class of shares of Common Stock covered by such Option shall be
adjusted so that such Option shall thereafter cover securities of the surviving
or acquiring corporation or other property (including, without limitation, cash)
as determined by the Committee in its sole discretion.

         (d) CHANGE OF CONTROL VALUE. For the purposes of clause (2) in
Subparagraph (c) above, the "Change of Control Value" shall equal the amount
determined in clause (i), (ii) or (iii), whichever is applicable, as follows:
(i) the per share price offered to stockholders of the Company in any such
merger, consolidation, sale of assets or dissolution transaction, (ii) the price
per share offered to stockholders of the Company in any tender offer or exchange
offer whereby a Corporate Change takes place, or (iii) if such Corporate Change
occurs other than pursuant to a tender or exchange offer, the fair market value
per share of the shares into which such Options being surrendered are
exercisable, as determined by the Committee as of the date determined by the
Committee to be the date of cancellation and surrender of such Options. In the
event that the consideration offered to stockholders of the Company in any
transaction described in this Subparagraph (d) or Subparagraph (c) above
consists of anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered which is other than
cash.

         (e) OTHER CHANGES IN THE COMMON STOCK. In the event of changes in the
outstanding Common Stock by reason of recapitalizations, reorganizations,
mergers, consolidations, combinations, split-ups, split-offs, spin-offs,
exchanges or other relevant changes in capitalization or distributions to the
holders of Common Stock occurring after the date of the grant of any Option and
not otherwise provided for by this Paragraph VIII, such Option and the related
Option Agreement shall be subject to adjustment by the Committee at its
discretion as to the number and price of shares of Common Stock or other
consideration subject to such Option. In the event of any such change in the
outstanding Common Stock or distribution to the holders of Common Stock, or upon
the occurrence of any other event described in this Paragraph VIII, the
aggregate number of shares available under the Plan shall be appropriately
adjusted to the extent, if any, determined by the Committee, whose determination
shall be conclusive.



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         (f) STOCKHOLDER ACTION. Any adjustment provided for in the above
Subparagraphs shall be subject to any required stockholder action.

         (g) NO ADJUSTMENTS UNLESS OTHERWISE PROVIDED. Except as hereinbefore
expressly provided, the issuance by the Company of shares of stock of any class
or securities convertible into shares of stock of any class, for cash, property,
labor or services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, and in any case whether or not
for fair value, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number of shares of Common Stock subject to Options
theretofore granted or the purchase price per share.

                   IX. AMENDMENT AND TERMINATION OF THE PLAN

         The Board in its discretion may terminate the Plan at any time with
respect to any shares of Common Stock for which Options have not theretofore
been granted. The Board shall have the right to alter or amend the Plan or any
part thereof from time to time; provided that no change in the Plan may be made
that would impair the rights of the holder of an Option theretofore granted
without the consent of such holder, and provided, further, that the Board may
not, without approval of the stockholders of the Company, amend or delete
Paragraph VII(f).

                                X. MISCELLANEOUS

         (a) NO RIGHT TO AN OPTION. Neither the adoption of the Plan nor any
action of the Board or of the Committee shall be deemed to give a Nonemployee
Director any right to be granted an Option or any other rights hereunder except
as may be evidenced by an Option Agreement duly executed on behalf of the
Company, and then only to the extent and on the terms and conditions expressly
set forth therein. The Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund or to make any other segregation of
funds or assets to assure the performance of its obligations under any Option
Agreement.

         (b) NO MEMBERSHIP RIGHTS CONFERRED. Nothing contained in the Plan shall
confer upon any individual any right with respect to continuation of membership
on the Board.

         (c) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to
issue any Common Stock pursuant to any Option granted under the Plan at any time
when the shares covered by such Option have not been registered under the
Securities Act of 1933, as amended, and such other state and federal laws, rules
and regulations as the Company or the Committee deems applicable and, in the
opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules and regulations available for the
issuance and sale of such shares. No fractional shares of Common Stock shall be
delivered, nor shall any cash in lieu of fractional shares be paid. The Company
shall have the right to deduct in connection with all Options any taxes required
by law to be withheld and to require any payments required to enable it to
satisfy its withholding obligations.

         (d) NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company or any Affiliate from taking any
action which is deemed by the Company or such Affiliate to be appropriate or in
its best interest, whether or not such action



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would have an adverse effect on the Plan or any Option. No Nonemployee Director,
beneficiary or other person shall have any claim against the Company or any
Affiliate as a result of any such action.

         (e) RESTRICTIONS ON TRANSFER. An Option shall not be transferable
otherwise than (i) by will or the laws of descent and distribution, (ii)
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder, or (iii) with the consent of the Committee.

         (f) GOVERNING LAW. THE PLAN SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES THEREOF.




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