SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~April 28, ~~2003~~ 2004

MARIMBA, INC.

(Exact ~~Name~~name of Registrant as specified ~~Specified~~ in ~~Charter~~its charter)

Delaware		000-25683		77-0422318
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware

440 Clyde Avenue, Mountain View, California		94043
(Address of Principal Executive Offices)		(Zip Code)

(State or other jurisdiction of incorporation)

Registrant’s telephone number, including area code (650) 930-5282


000-25683		77-0422318
(Commission File Number)		(IRS Employer Identification No.)

	440 Clyde Avenue, Mountain View, CA	94043

	(Address of principal executive offices)	(Zip Code)

~~None.~~(650) 930-5282

(~~Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, Ifincluding ~~Changed~~area ~~Since Last Report~~code)

~~ITEM~~Not 7.Applicable ~~FINANCIAL STATEMENTS, FINANCIAL INFORMATION AND EXHIBITS~~

(Former name or former address, if changed since last report)

Item 5. Other Events.

On April 28, 2004, Marimba, Inc. entered into a definitive agreement (the “Merger Agreement”) to be acquired by BMC Software, Inc. The merger is structured as a reverse triangular merger between Marimba and a wholly-owned subsidiary of BMC Software, with Marimba surviving the merger and becoming a wholly-owned subsidiary of BMC Software. This transaction will be taxable to Marimba stockholders.

Under the terms of the Merger Agreement and subject to the conditions thereof, BMC Software will acquire each issued and outstanding share of Marimba common stock for $8.25 per share in cash. In addition, BMC Software will assume Marimba’s outstanding and unexercised employee stock options and convert them into options to purchase common stock of BMC Software based on a conversion ratio derived from the purchase price per share.

Marimba’s directors and certain of its largest stockholders have agreed to vote their shares, collectively constituting approximately 12% of Marimba’s outstanding stock, in favor of the merger and against any proposal made in opposition to or in competition with the merger.

The consummation of the merger is subject to the approval of the Marimba stockholders, receipt of necessary approvals under applicable antitrust laws and other relevant regulatory authorities, and other closing conditions. Dates for closing the merger and for the Marimba stockholder meeting to vote on the merger have not yet been determined.

The foregoing description is not a description of all of the material terms of the transaction. You should read the Merger Agreement, a copy of which is attached as an exhibit to this report, for a more complete understanding of the transaction.

Item 7. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release dated October 28, 2003.

The following exhibits are filed herewith:

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION


Exhibit No.		Exhibit Title

99.1		Agreement and Plan of Merger, dated as of April 28, 2004, by and among BMC Software, Inc., Malta Merger Subsidiary, Inc. and Marimba, Inc.

99.2		Press Release dated April 29, 2004.

OnItem ~~October 28, 2003, Marimba, Inc~~12. ~~issued~~Results aof ~~press~~Operations ~~release announcing its financial results for the quarter ended September 30, 2003~~ and ~~will~~Financial ~~be holding a conference call regarding those financial results~~Condition. ~~A copy of the press release is attached hereto as Exhibit 99.1.~~

~~The~~On ~~above~~April ~~information~~29, ~~and~~2004, ~~the~~Marimba ~~exhibits~~issued ~~attached~~a ~~hereto~~press ~~are~~release ~~being~~announcing ~~“furnished”~~its ~~hereunder~~financial results ~~and shall not be deemed “filed”~~ for ~~purposes of Section 18 of~~ the ~~Securities~~first ~~Exchange~~quarter ~~Act~~ended ofMarch ~~1934~~31, ~~nor~~2004. ~~shall they~~A becopy ~~deemed~~of ~~incorporated by reference into any filing with~~ the ~~Securities~~press ~~and~~release ~~Exchange~~issued ~~Commission~~by ~~under~~Marimba ~~the~~concerning ~~Securities Exchange Act of 1934 or~~ the ~~Securities~~foregoing ~~Act~~final ofresults ~~1933,~~is ~~except~~furnished herewith as ~~shall~~Exhibit be99.3 ~~expressly~~and ~~set~~is ~~forth~~incorporated herein by ~~specific~~ reference ~~in such filing~~.

2The information in this Item 12 and Exhibit 99.3 attached hereto are being “furnished” hereunder and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference into any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Marimba, Inc. (Registrant)
Date: April 29, 2004	MARIMBA, INC.
Date: October 28, 2003	By:	/s/ Andrew Chmyz
	By:	/s/ ANDREW CHMYZ
		Andrew Chmyz Vice President, Finance and Chief Financial Officer
		Andrew Chmyz,
		Vice President, Finance and Chief Financial Officer

3Exhibit Index

EXHIBIT INDEX


Exhibit Number		Exhibit Title

99.1		Agreement and Plan of Merger, dated as of April 28, 2004, by and among BMC Software, Inc., Malta Merger Subsidiary, Inc. and Marimba, Inc.

99.2		Press Release dated April 29, 2004.

99.3		Press Release dated April 29, 2004.

Exhibit Number		Description
99.1		Press Release dated October 28, 2003.

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