Exhibit 99.2

               STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
                   REGARDING FACTS AND CIRCUMSTANCES RELATING
                             TO EXCHANGE ACT FILINGS

         I, John W. Cox, state and attest that:

         (4)      To the best of my knowledge, based upon a review of the
                  covered reports of BMC Software, Inc., and, except as
                  corrected or supplemented in a subsequent covered report:

              --  no covered report contained an untrue statement of a material
                  fact as of the end of the period covered by such report (or in
                  the case of a report on Form 8-K or definitive proxy
                  materials, as of the date on which it was filed); and

              --  no covered report omitted to state a material fact necessary
                  to make the statements in the covered report, in light of the
                  circumstances under which they were made, not misleading as of
                  the end of the period covered by such report (or in the case
                  of a report on Form 8-K or definitive proxy materials, as of
                  the date on which it was filed).

         (5)      I have reviewed the contents of this statement with the Audit
                  Committee of BMC Software, Inc.

         (6)      In this statement under oath, each of the following, if filed
                  on or before the date of this statement, is a "covered
                  report":

              --  Annual Report on Form 10-K for the year ended March 31, 2002
                  of BMC Software, Inc.;

              --  all reports on Form 10-Q, all reports on Form 8-K and all
                  definitive proxy materials of BMC Software, Inc. filed with
                  the Commission subsequent to the filing of the Form 10-K
                  identified above; and

              --  any amendments to any of the foregoing.

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/s/ JOHN W. COX                        Subscribed and sworn to before me this
- ---------------                        30th day of July, 2002.
John W. Cox                            ----        ----
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7/30/02                                /s/ TRACY GOODMAN
- -------                                -----------------
Date                                   Notary Public
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[Notary Public Seal State of Texas     My Commission Expires:
Tracy Goodman
Notary Public, State of Texas          3/11/2004
My Commission Expires March 11, 2004]  ----------------------
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