SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 2

Starbase Corporation
(Name of Subject Company (issuer))

Galaxy Acquisition Corp. (Offeror)
Borland Software Corporation (Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

8549104 03

(CUSIP Number of Class of Securities)

Keith E. Gottfried, Esq.
Senior Vice President – Law and Corporate Affairs,
General Counsel, Corporate Secretary and Chief Legal Officer
Borland Software Corporation

100 Enterprise Way
Scotts Valley, CA 95066-3249

Tel: (831) 431-1000
Fax: (831) 431-4171

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Richard E. Climan, Esq.	Daniel E. Stoller, Esq.
David A. Lipkin, Esq.	Richard J. Grossman, Esq.
Cooley Godward LLP	Skadden, Arps, Slate, Meagher & Flom LLP
Five Palo Alto Square	Four Times Square
3000 El Camino Real	New York, NY 10036
Palo Alto, CA 94306-2155	Tel: (212) 735-3000
Tel: (650) 843-5000	Fax: (212) 735-2000
Fax: (650) 849-7400

Calculation of Filing Fee

Transaction Valuation(1)	¦	Amount of Filing Fee(2)
$24,064,948	¦	$2,214

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, based on the product of (i) $2.75 (i.e. the tender offer price) and (ii) 8,750,890, the maximum number of shares of Starbase common stock to be acquired in this tender offer and the merger (including 14,200 shares issuable upon exercise of Starbase stock options with a per share price equal to or less than the tender offer price).  

(2) Filing fee previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11(a)(2) under the Securities and Exchange Act of 1934, as amended, and Fee Rate Advisory No. 8 issued by the Securities and Exchange Commission on January 16, 2002, equals 0.0092% of the transaction valuation.

[  ]  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the form or schedule and the date of its filing.

[  ] Check the box if the filing relates to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[  ] issuer tender offer subject to Rule 13e-4.

[  ] going-private transaction subject to Rule 13e-3.

[  ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  [  ]

This Amendment No. 2 to the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed initially with the Securities and Exchange Commission on October 11, 2002, relates to the offer by Galaxy Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Borland Software Corporation, a Delaware corporation (“Borland”), to purchase all of the outstanding shares of common stock, par value $.01 per share (the “Shares”) of Starbase Corporation, a Delaware corporation (“Starbase”), at a purchase price of $2.75 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, each dated October 11, 2002, of the Purchaser previously filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO.

ITEMS 1-9 AND ITEM 11

In Section 13 of the Offer to Purchase, entitled “Certain Conditions to the Offer”, the last full paragraph on page 50, beginning “The foregoing conditions…”, is hereby amended and restated in its entirety as follows:

“The foregoing conditions are for the sole benefit of Borland and the Purchaser and, subject to the terms and conditions of the Merger Agreement, may be waived by Borland or the Purchaser, in whole or in part, at any time and from time to time until the expiration of the Offer, in the reasonable discretion of Borland or the Purchaser. The failure by Borland or the Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time until the expiration of the Offer.”

SIGNATURES

After due 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.

GALAXY ACQUISITION CORP.

By:	/s/ Keith E. Gottfried
	Name:  Keith E. Gottfried
	Title:  Vice President

BORLAND SOFTWARE CORPORATION

By:	/s/ Keith E. Gottfried
	Name:  Keith E. Gottfried
	Title:  Senior Vice President, General Counsel, Corporate Secretary and Chief Legal Officer

Dated: October 29, 2002