<PAGE>
 
     As filed with the Securities and Exchange Commission on May 26, 1994.
                                          Registration No. 33-__________________
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ---------------------

                            STERLING SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)
           Delaware                               75-1873956
  (State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)           Identification Number)

      8080 North Central Expressway
               Suite 1100                         75206-1895
             Dallas, Texas                        (Zip Code)
(Address of principal executive offices)

                              --------------------
              STERLING SOFTWARE, INC. INCENTIVE STOCK OPTION PLAN
            STERLING SOFTWARE, INC. NON-STATUTORY STOCK OPTION PLAN
                           (Full title of each Plan)

                            Jeannette P. Meier, Esq.
                           Executive Vice President,
                         Secretary and General Counsel
                         8080 North Central Expressway
                                   Suite 1100
                           Dallas, Texas  75206-1895
                    (Name and address of agent for service)

                                 (214) 891-8600
                          (Telephone number, including
                        area code, of agent for service)

                          ___________________________

                                   COPIES TO:
                            Charles D. Maguire, Jr.
                            Jackson & Walker, L.L.P.
                          901 Main Street, Suite 6000
                              Dallas, Texas  75202

               APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
                             PURSUANT TO THE PLANS:
     From time to time after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
     Title of                             Proposed Maximum       Proposed Maximum
 Securities to be      Amount to be      Offering Price Per     Aggregate Offering      Amount of
    Registered          Registered           Share(1)               Price (1)        Registration Fee
- -----------------------------------------------------------------------------------------------------
<C>                  <S>                 <S>                    <S>                  <S>
Common Stock,
$0.10 par value      1,750,000 shares           $30.00              $52,500,000          $18,103
- -----------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
    are computed on the basis of the average of the high and low prices of the
    Common Stock, as reported by the New York Stock Exchange, on
    May 24, 1994.
<PAGE>
 
   Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statement No. 33-47131 on Form S-8.
<PAGE>
 
PROSPECTUS

                                4,374,725 Shares

                            STERLING SOFTWARE, INC.

                                  Common Stock


   This Prospectus has been prepared by Sterling Software, Inc., a Delaware
corporation (the "Company"), for use upon resale by certain officers and
directors of the Company (the "Selling Stockholders") of up to 4,374,725 shares
of Common Stock, par value $0.10 per share (the "Common Stock"), of the Company.
The Selling Stockholders have acquired and/or may in the future acquire shares
of Common Stock from the Company pursuant to the exercise of outstanding options
heretofore granted and options to be hereafter granted to the Selling
Stockholders pursuant to the provisions of the Company's Incentive Stock Option
Plan (as amended to date, the "Incentive Plan") and/or the Company's Non-
Statutory Stock Option Plan (as amended to date, the "Non-Statutory Plan").  The
Incentive Plan and the Non-Statutory Plan are sometimes collectively referred to
herein as the "Plans."

   It is anticipated that each of the persons named herein under the caption
"Selling Stockholders" directly, through agents designated from time to time, or
through brokers, dealers or underwriters also to be designated, may sell the
Common Stock from time to time on terms to be determined at the time of sale.
To the extent required, the specific Common Stock to be sold, names of the
Selling Stockholders, purchase price, public offering price, the names of any
such agent, dealer or underwriter, and any applicable commission or discount
with respect to a particular offer will be set forth in an accompanying
Prospectus Supplement.  See "Plan of Distribution."  The Common Stock is listed
for trading on the New York Stock Exchange (the "NYSE") and may be sold from
time to time by the Selling Stockholders either directly in private
transactions, or through one or more brokers or dealers on the NYSE, at such
prices and upon such terms as may be obtainable.

   Upon any sale of the Common Stock offered hereby, the Selling Stockholders
and participating agents, brokers or dealers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.  The Company, however, understands that the
Selling Stockholders do not admit that they are underwriters within the meaning
of the Securities Act.  The Company will not receive any of the proceeds from
the sales by Selling Stockholders.



  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

  The date of this Prospectus is May 26, 1994.

                                       1
<PAGE>
 
                             AVAILABLE INFORMATION

  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of
the Commission at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60611, and at 7 World Trade Center, Suite 1300, New
York, New York 10048.  Copies of such materials can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C., at prescribed rates.  The Common Stock is listed on the NYSE.
Reports, proxy statements and other information concerning the Company can also
be inspected at the offices of the NYSE at 20 Broad Street, New York, New York
10005.

  The Company has filed with the Commission a Registration Statement on Form S-8
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the offer and sale of the
Common Stock to be issued pursuant to the Plans.  As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth or incorporated by reference in the Registration
Statement.  Copies of the Registration Statement are available from the Public
Reference Section of the Commission at prescribed rates.

  The Company's principal executive offices are located at 8080 N. Central
Expressway, Suite 1100, Dallas, Texas  75206, and its telephone number is (214)
891-8600.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:

     (i)  Annual Report on Form 10-K for the year ended September 30, 1993, as
          amended by Form 10-K/A Amendment No. 1, filed January 26, 1994;

     (ii) Quarterly Report on Form 10-Q for the quarter ended December 31, 1993;

     (iii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994,
           as amended by Form 10-Q/A Amendment No. 1, filed May 16, 1994; and

     (iv) the description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A (No. 0-108465), filed
          March 7, 1990.

                                       2
<PAGE>
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of Common Stock to be made hereunder
shall be deemed to be incorporated herein by reference and made a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

     The Company will provide, without charge, to each person to whom a copy of
this Prospectus  is delivered, upon the written or oral request of such person,
a copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).  Written or telephonic requests for copies should be directed to
the Company's principal office: Sterling Software, Inc., 8080 N. Central
Expressway, Suite 1100, Dallas, Texas 75206, Attention: Jeannette P. Meier,
Executive Vice President, Secretary and General Counsel (telephone: (214) 891-
8600).


                                USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Common Stock
offered hereby.


                              SELLING STOCKHOLDERS

     The following officers and directors of the Company are eligible to receive
shares of the Company's Common Stock upon exercise of options granted under the
Plans:
<TABLE>
<CAPTION>
                                                                    COMMON STOCK
                                                                     OFFERED FOR    AMOUNT AND
                                                     OWNERSHIP OF      SELLING      PERCENTAGE
                                                     COMMON STOCK   STOCKHOLDERS'   OF CLASS OF
                               POSITION WITH           PRIOR TO     ACCOUNT UPON      AFTER
NAME                            THE COMPANY          OFFERING (1)     EXERCISE     OFFERING (2)
- -----------------------  --------------------------  -------------  -------------  -------------
<S>                      <C>                         <C>            <C>            <C>
Warner C. Blow           Executive Vice President         243,750         243,750        -0- *
Richard Connelly         Vice President and             28,000 (3)         20,625     7,375 (3)*
                         Controller
Robert J. Donachie       Director                          41,100          41,000        100 *
</TABLE> 

                                       3
<PAGE>
 
<TABLE> 
<S>                      <C>                         <C>            <C>            <C>
George H. Ellis          Executive Vice President      188,750 (4)        108,750    80,000 (4)*
                         and Chief Financial
                         Officer
Werner L. Frank          Executive Vice President         302,741         302,000        741 *
Michael C. French        Director                          65,400          65,000        400 *
Vicki L. Hill            Vice President, Treasurer      26,438 (5)         20,750     5,688 (5)*
Albert K. Hoover         Vice President, Assistant      22,188 (6)          5,938    16,250 (6)*
                         Secretary and Assistant
                         General Counsel
James E. Jenkins, Jr.    Vice President, Tax, and       22,250 (7)          9,375    12,875 (7)*
                         Assistant Secretary
Edward J. Lott           Executive Vice President         130,750         130,750        -0- *
Jeannette P. Meier       Executive Vice President,     142,950 (8)         94,150    48,800 (8)*
                         Secretary and General
                         Counsel
Phillip A. Moore         Executive Vice President,        184,149         153,000     31,149 *
                         Technology, and Director
William D. Plumb         Executive Vice President      200,050 (9)          4,250        195,800 (9)*
Geno P. Tolari           Executive Vice President     202,500 (10)        102,500        100,000 (10)*
Anne Vahala              Vice President, Corporate     29,000 (11)            750         28,250 (11)*
                         Communications
Sterling L. Williams     President, Chief             804,000 (12)        500,000       304,000 (12)
                         Executive                                                       (1.5 %)
                         Officer and Director
 
Evan A. Wyly             Director                          92,754          40,000     52,754 *
</TABLE> 
 
- ------------ 
*  Indicates shares held are less than 1% of class.

(1)  Based on ownership as of April 30, 1994.  Includes shares to be acquired
     upon exercise of options granted under the Plans, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(2)  Based on 20,160,902 shares of Common Stock outstanding as of April 30,
     1994.  Assumes the exercise of all options granted under the Plans and the
     sale of the Common Stock acquired thereby.
(3)  Includes 7,375 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(4)  Includes 80,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(5)  Includes 4,688 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(6)  Includes 16,250 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(7)  Includes 12,875 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.

                                       4
<PAGE>
 
(8)  Includes 48,800 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(9)  Includes 195,800 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(10) Includes 100,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(11) Includes 28,250 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(12) Includes 300,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, all of which are
     exercisable within 60 days of the date of this Prospectus.

Information relating to any additional Selling Stockholders will be provided by
a Prospectus Supplement.

                              PLAN OF DISTRIBUTION

     The Common Stock offered hereby may be sold from time to time to purchasers
directly by any of the Selling Stockholders.  Alternatively, the Selling
Stockholders may from time to time offer the Common Stock through underwriters,
dealers or agents, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Common Stock for whom they may act as agent.  The Selling
Stockholders and any underwriters, dealers or agents that participate in the
distribution of the Common Stock may be deemed to be underwriters under the
Securities Act, and any profit on the sale of the Common Stock by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act.

     At the time a particular offer of the Common Stock is made, to the extent
required, a Prospectus Supplement will be distributed that will set forth the
number of shares of Common Stock being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
re-allowed or paid to dealers.

     The Common Stock may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying prices determined
at the time of sale or at negotiated prices.


                                 LEGAL MATTERS

     Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Jackson & Walker,
L.L.P., Dallas, Texas.  Michael C. French, a partner in Jackson & Walker,
L.L.P., is a director of the Company.

                                       5
<PAGE>
 
                                 EXPERTS

          The consolidated financial statements and financial statement
schedules of the Company appearing in the Company's Annual Report on Form 10-K
for the year ended September 30, 1993, as amended by Form 10-K/A Amendment No.
1, filed January 26, 1994, have been audited by Ernst & Young, independent
auditors, as set forth in their reports thereon included therein and
incorporated by reference herein, which, as to the years 1992 and 1991, are
based in part on the report of Arthur Andersen & Co., independent public
accountants.  Such consolidated financial statements and schedules are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.


                                INDEMNIFICATION

          Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify its directors and officers or former directors or
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers.  Such law provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under a
corporation's certificate of incorporation, bylaws, any agreement or otherwise.

          Article IX of the Company's Certificate of Incorporation, as amended,
provides that, to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.  Article IX of the Company's
Restated Bylaws provides for indemnification of officers and directors.  In
addition, the Company has entered into Indemnity Agreements with each of its
officers and directors pursuant to which such officers and directors may be
indemnified against losses arising from certain claims, including claims under
the Securities Act, which may be made by reason of their being officers or
directors.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

                                       6
<PAGE>
 
No person has been authorized in connection with the offering made hereby to
give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company.    This prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities to any person or by anyone in any jurisdiction where such offer or
solicitation would be unlawful.  Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
the information contained herein is correct as of any date subsequent to the
date hereof.

                    ----------------------------------------

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                 PAGE
                                 ----
<S>                              <C>
 
Available Information..........  2
 
Incorporation of Certain
  Documents by Reference......   2
 
Use of Proceeds................  3
 
Selling Stockholders...........  3
 
Plan of Distribution...........  5
 
Legal Matters..................  5
 
Experts........................  6
 
Indemnification................  6
</TABLE>

                                4,374,725 SHARES



                               STERLING SOFTWARE,
                                      INC.



                                  COMMON STOCK



                        --------------------------------


                                   PROSPECTUS


                       ---------------------------------


                                 May 26, 1994
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

          The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:  (i)
Annual Report on Form 10-K for the year ended September 30, 1993, as amended by
Form 10K/A Amendment No. 1, filed January 26, 1994; (ii) Quarterly Report on
Form 10-Q for the quarter ended December 31, 1993; (iii) Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994, as amended by Form 10-Q/A
Amendment No. 1, filed May 16, 1994; and (iv) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A (No. 0-
108465), filed March 7, 1990.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to a post-effective amendment that indicates that all of the
Common Stock offered hereunder has been sold or that deregisters all of such
Common Stock then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing thereof.  Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes of this Registration Statement to the extent that a statement
contained herein or therein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
         ------------------------- 

                            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         -------------------------------------- 

          Certain legal matters in connection with the validity of the
securities offered hereby have been passed upon for the Company by Jackson &
Walker, L.L.P., Dallas, Texas.  Michael C. French, a partner in Jackson &
Walker, L.L.P., is a director of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

          Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify its directors and officers or former directors and
officers and to purchase insurance

                                       II-1
<PAGE>
 
with respect to liability arising out of their capacity or status as directors
and officers.  Such law provides further that the indemnification permitted
thereunder shall not be deemed exclusive of any other rights to which the
directors and officers may be entitled under a corporation's certificate of
incorporation, bylaws, any agreement or otherwise.

          Article IX of the Company's Certificate of Incorporation, as amended,
provides that, to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.  Article IX of the Company's
Restated Bylaws provides for indemnification of officers and directors.  In
addition, the Company has entered into Indemnity Agreements with each of its
officers and directors, pursuant to which such officers and directors may be
indemnified against losses arising from certain claims, including claims under
the Securities Act, which may be made by reason of their being officers or
directors.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ----------------------------------- 

          Not applicable.

                                     II-2
<PAGE>
 
ITEM 8.  EXHIBITS.
         -------- 

          The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

<TABLE> 
<CAPTION> 
Exhibit
 Number   Description of Exhibit
- --------  ----------------------
<C>       <S>
4.1       Certificate of Incorporation of the Registrant./(1)/

4.2       Certificate of Amendment of Certificate of Incorporation of the
          Registrant./(2)/

4.3       Certificate of Amendment of Certificate of Incorporation of the
          Registrant./(3)/

4.4       Restated Bylaws of the Registrant./(4)/

4.5       Form of Common Stock Certificate./(5)/

5         Opinion of Jackson & Walker, L.L.P./(7)/

15        None.

23.1      Consent of Ernst & Young./(7)/

23.2      Consent of Arthur Andersen & Co./(7)/

23.3      Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
          Exhibit 5 to this Registration Statement)./(7)/

24        Power of Attorney (appearing on page II-6 of this Registration
          Statement)./(7)/

25        None.

27        None.

28        None.

99.1      Incentive Stock Option Plan of the Registrant (as amended through
          January 31, 1994)./(6)/

99.2      Non-Statutory Stock Option Plan of the Registrant (as amended through
          January 31, 1994)./(6)/
</TABLE> 
- ---------------

                                     II-3
<PAGE>
 
(1)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 2-82506 on Form S-1 and incorporated herein by reference.

(2)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-K for the fiscal year ended September 30, 1993 and incorporated herein
     by reference.

(3)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-69926 on Form S-8 and incorporated herein by reference.

(4)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-47131 on Form S-8 and incorporated herein by reference.

(5)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 2-86825 on Form S-1 and incorporated herein by reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended March 31, 1994 and incorporated herein by
     reference.

(7)  Filed herewith.


ITEM 9.  UNDERTAKINGS.
         ------------ 

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by section 10(a)(3)
          of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the Registration Statement;

                    (iii)  To include any material information with respect to
          the plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                                     II-4
<PAGE>
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
<PAGE>
 
                               POWER OF ATTORNEY


    Each person whose signature appears below authorizes Sterling L. Williams,
George H. Ellis and Jeannette P. Meier, and each of them, each of whom may act
without joinder of the others, to execute in the name of each such person who is
then an officer or director of the Registrant and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof, in
connection with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate.


                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 26th day of May, 1994.

                                    STERLING SOFTWARE, INC.

                                             /s/ GEORGE H. ELLIS
                                    By:_______________________________________

                                                 GEORGE H. ELLIS
                                        Name:_________________________________

                                                 Executive Vice President,
                                                 Chief Financial Officer
                                        Title:________________________________

                                     II-6
<PAGE>
 
                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

      Signatures                     Title                        Date
- -----------------------  -----------------------------  ------------------------
<S>                      <C>                            <C>
                               President, Chief
/s/ Sterling L. Williams       Executive Officer
- -----------------------          and Director                  May 26, 1994
 Sterling L. Williams    (Principal Executive Officer)

                           Executive Vice President
/s/ George H. Ellis               and Chief
- -----------------------        Financial Officer               May 26, 1994
   George H. Ellis         (Principal Financial and
                             Accounting Officer)
/s/ Sam Wyly
- -----------------------         Chairman of the                May 26, 1994
      Sam Wyly                Board of Directors

/s/ Charles J. Wyly, Jr.
- -----------------------      Vice Chairman of the              May 26, 1994
 Charles J. Wyly, Jr.         Board of Directors

/s/ Evan A. Wyly
- -----------------------            Director                    May 26, 1994
    Evan A. Wyly

/s/ Michael C. French
- -----------------------            Director                    May 26, 1994
   Michael C. French

/s/ Robert J. Donachie
- -----------------------     Chairman of the Audit              May 26, 1994
  Robert J. Donachie        Committee and Director


/s/ Phillip A. Moore
- -----------------------    Executive Vice President,           May 26, 1994
   Phillip A. Moore         Technology and Director

/s/ Robert E. Cook
- -----------------------            Director                    May 26, 1994
    Robert E. Cook

/s/ Donald R. Miller, Jr.
- -----------------------                                        May 26, 1994
 Donald R. Miller, Jr.             Director
</TABLE>

                                     II-7

<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE> 
<CAPTION> 
                                                                             Sequentially
Exhibit                                                                        Numbered
Number          Description of Exhibit                                           Page
- ------          ----------------------                                       ------------
<C>       <S>                                                                <C>  
4.1       Certificate of Incorporation of the Registrant./(1)/

4.2       Certificate of Amendment of Certificate of Incorporation of the
          Registrant./(2)/

4.3       Certificate of Amendment of Certificate of Incorporation of the
          Registrant./(3)/

4.4       Restated Bylaws of the Registrant./(4)/

4.5       Form of Common Stock Certificate./(5)/

5         Opinion of Jackson & Walker, L.L.P./(7)/

15        None.

23.1      Consent of Ernst & Young./(7)/

23.2      Consent of Arthur Andersen & Co./(7)/

23.3      Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
          Exhibit 5 to this Registration Statement)./(7)/

24        Power of Attorney (appearing on page II-6 of this Registration
          Statement)./(7)/

25        None.

27        None.

28        None.

99.1      Incentive Stock Option Plan of the Registrant (as amended through
          January 31, 1994)./(6)/

99.2      Non-Statutory Stock Option Plan of the Registrant (as amended through
          January 31, 1994)./(6)/
</TABLE> 
- ---------------------------------

(1)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 2-82506 on Form S-1 and incorporated herein by reference.

(2)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-K for the fiscal year ended September 30, 1993 and incorporated herein
     by reference.

(3)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-69926 on Form S-8 and incorporated herein by reference.
<PAGE>
 
(4)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-47131 on Form S-8 and incorporated herein by reference.

(5)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 2-86825 on Form S-1 and incorporated herein by reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended March 31, 1994 and incorporated herein by
     reference.

(7)  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 40880}]
{"company-data": {"conformed-name": "STERLING SOFTWARE INC", "cik": "0000716714", "assigned-sic": "7372", "irs-number": "751873956", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53833", "film-number": "94530872"}, "business-address": {"street1": "8080 N CENTRAL EXPWY STE 1100", "city": "DALLAS", "state": "TX", "zip": "75206", "phone": "2148918600"}}
As filed with the Securities and Exchange Commission on May 26, 1994.
                                          Registration No. 33-__________________
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ---------------------

                            STERLING SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)
           Delaware                               75-1873956
  (State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)           Identification Number)

      8080 North Central Expressway
               Suite 1100                         75206-1895
             Dallas, Texas                        (Zip Code)
(Address of principal executive offices)

                              --------------------
              STERLING SOFTWARE, INC. INCENTIVE STOCK OPTION PLAN
            STERLING SOFTWARE, INC. NON-STATUTORY STOCK OPTION PLAN
                           (Full title of each Plan)

                            Jeannette P. Meier, Esq.
                           Executive Vice President,
                         Secretary and General Counsel
                         8080 North Central Expressway
                                   Suite 1100
                           Dallas, Texas  75206-1895
                    (Name and address of agent for service)

                                 (214) 891-8600
                          (Telephone number, including
                        area code, of agent for service)

                          ___________________________

                                   COPIES TO:
                            Charles D. Maguire, Jr.
                            Jackson & Walker, L.L.P.
                          901 Main Street, Suite 6000
                              Dallas, Texas  75202

               APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
                             PURSUANT TO THE PLANS:
     From time to time after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
     Title of                             Proposed Maximum       Proposed Maximum
 Securities to be      Amount to be      Offering Price Per     Aggregate Offering      Amount of
    Registered          Registered           Share(1)               Price (1)        Registration Fee
- -----------------------------------------------------------------------------------------------------
Common Stock,
$0.10 par value      1,750,000 shares           $30.00              $52,500,000          $18,103
- -----------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
    are computed on the basis of the average of the high and low prices of the
    Common Stock, as reported by the New York Stock Exchange, on
    May 24, 1994.
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statement No. 33-47131 on Form S-8.
PROSPECTUS

                                4,374,725 Shares

                            STERLING SOFTWARE, INC.

                                  Common Stock

   This Prospectus has been prepared by Sterling Software, Inc., a Delaware
corporation (the "Company"), for use upon resale by certain officers and
directors of the Company (the "Selling Stockholders") of up to 4,374,725 shares
of Common Stock, par value $0.10 per share (the "Common Stock"), of the Company.
The Selling Stockholders have acquired and/or may in the future acquire shares
of Common Stock from the Company pursuant to the exercise of outstanding options
heretofore granted and options to be hereafter granted to the Selling
Stockholders pursuant to the provisions of the Company's Incentive Stock Option
Plan (as amended to date, the "Incentive Plan") and/or the Company's Non-
Statutory Stock Option Plan (as amended to date, the "Non-Statutory Plan").  The
Incentive Plan and the Non-Statutory Plan are sometimes collectively referred to
herein as the "Plans."

   It is anticipated that each of the persons named herein under the caption
"Selling Stockholders" directly, through agents designated from time to time, or
through brokers, dealers or underwriters also to be designated, may sell the
Common Stock from time to time on terms to be determined at the time of sale.
To the extent required, the specific Common Stock to be sold, names of the
Selling Stockholders, purchase price, public offering price, the names of any
such agent, dealer or underwriter, and any applicable commission or discount
with respect to a particular offer will be set forth in an accompanying
Prospectus Supplement.  See "Plan of Distribution."  The Common Stock is listed
for trading on the New York Stock Exchange (the "NYSE") and may be sold from
time to time by the Selling Stockholders either directly in private
transactions, or through one or more brokers or dealers on the NYSE, at such
prices and upon such terms as may be obtainable.

   Upon any sale of the Common Stock offered hereby, the Selling Stockholders
and participating agents, brokers or dealers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.  The Company, however, understands that the
Selling Stockholders do not admit that they are underwriters within the meaning
of the Securities Act.  The Company will not receive any of the proceeds from
the sales by Selling Stockholders.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

  The date of this Prospectus is May 26, 1994.

                                       1
AVAILABLE INFORMATION

  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of
the Commission at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60611, and at 7 World Trade Center, Suite 1300, New
York, New York 10048.  Copies of such materials can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C., at prescribed rates.  The Common Stock is listed on the NYSE.
Reports, proxy statements and other information concerning the Company can also
be inspected at the offices of the NYSE at 20 Broad Street, New York, New York
10005.

  The Company has filed with the Commission a Registration Statement on Form S-8
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the offer and sale of the
Common Stock to be issued pursuant to the Plans.  As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth or incorporated by reference in the Registration
Statement.  Copies of the Registration Statement are available from the Public
Reference Section of the Commission at prescribed rates.

  The Company's principal executive offices are located at 8080 N. Central
Expressway, Suite 1100, Dallas, Texas  75206, and its telephone number is (214)
891-8600.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:

     (i)  Annual Report on Form 10-K for the year ended September 30, 1993, as
          amended by Form 10-K/A Amendment No. 1, filed January 26, 1994;

     (ii) Quarterly Report on Form 10-Q for the quarter ended December 31, 1993;

     (iii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994,
           as amended by Form 10-Q/A Amendment No. 1, filed May 16, 1994; and

     (iv) the description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A (No. 0-108465), filed
          March 7, 1990.

                                       2
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of Common Stock to be made hereunder
shall be deemed to be incorporated herein by reference and made a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

     The Company will provide, without charge, to each person to whom a copy of
this Prospectus  is delivered, upon the written or oral request of such person,
a copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).  Written or telephonic requests for copies should be directed to
the Company's principal office: Sterling Software, Inc., 8080 N. Central
Expressway, Suite 1100, Dallas, Texas 75206, Attention: Jeannette P. Meier,
Executive Vice President, Secretary and General Counsel (telephone: (214) 891-
8600).

                                USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Common Stock
offered hereby.

                              SELLING STOCKHOLDERS

     The following officers and directors of the Company are eligible to receive
shares of the Company's Common Stock upon exercise of options granted under the
Plans:
COMMON STOCK
                                                                     OFFERED FOR    AMOUNT AND
                                                     OWNERSHIP OF      SELLING      PERCENTAGE
                                                     COMMON STOCK   STOCKHOLDERS'   OF CLASS OF
                               POSITION WITH           PRIOR TO     ACCOUNT UPON      AFTER
NAME                            THE COMPANY          OFFERING (1)     EXERCISE     OFFERING (2)
- -----------------------  --------------------------  -------------  -------------  -------------
Warner C. Blow           Executive Vice President         243,750         243,750        -0- *
Richard Connelly         Vice President and             28,000 (3)         20,625     7,375 (3)*
                         Controller
Robert J. Donachie       Director                          41,100          41,000        100 *
3
George H. Ellis          Executive Vice President      188,750 (4)        108,750    80,000 (4)*
                         and Chief Financial
                         Officer
Werner L. Frank          Executive Vice President         302,741         302,000        741 *
Michael C. French        Director                          65,400          65,000        400 *
Vicki L. Hill            Vice President, Treasurer      26,438 (5)         20,750     5,688 (5)*
Albert K. Hoover         Vice President, Assistant      22,188 (6)          5,938    16,250 (6)*
                         Secretary and Assistant
                         General Counsel
James E. Jenkins, Jr.    Vice President, Tax, and       22,250 (7)          9,375    12,875 (7)*
                         Assistant Secretary
Edward J. Lott           Executive Vice President         130,750         130,750        -0- *
Jeannette P. Meier       Executive Vice President,     142,950 (8)         94,150    48,800 (8)*
                         Secretary and General
                         Counsel
Phillip A. Moore         Executive Vice President,        184,149         153,000     31,149 *
                         Technology, and Director
William D. Plumb         Executive Vice President      200,050 (9)          4,250        195,800 (9)*
Geno P. Tolari           Executive Vice President     202,500 (10)        102,500        100,000 (10)*
Anne Vahala              Vice President, Corporate     29,000 (11)            750         28,250 (11)*
                         Communications
Sterling L. Williams     President, Chief             804,000 (12)        500,000       304,000 (12)
                         Executive                                                       (1.5 %)
                         Officer and Director
 
Evan A. Wyly             Director                          92,754          40,000     52,754 *
- ------------ 
*  Indicates shares held are less than 1% of class.

(1)  Based on ownership as of April 30, 1994.  Includes shares to be acquired
     upon exercise of options granted under the Plans, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(2)  Based on 20,160,902 shares of Common Stock outstanding as of April 30,
     1994.  Assumes the exercise of all options granted under the Plans and the
     sale of the Common Stock acquired thereby.
(3)  Includes 7,375 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(4)  Includes 80,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(5)  Includes 4,688 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(6)  Includes 16,250 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(7)  Includes 12,875 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.

                                       4
(8)  Includes 48,800 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(9)  Includes 195,800 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(10) Includes 100,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(11) Includes 28,250 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(12) Includes 300,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, all of which are
     exercisable within 60 days of the date of this Prospectus.

Information relating to any additional Selling Stockholders will be provided by
a Prospectus Supplement.

                              PLAN OF DISTRIBUTION

     The Common Stock offered hereby may be sold from time to time to purchasers
directly by any of the Selling Stockholders.  Alternatively, the Selling
Stockholders may from time to time offer the Common Stock through underwriters,
dealers or agents, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Common Stock for whom they may act as agent.  The Selling
Stockholders and any underwriters, dealers or agents that participate in the
distribution of the Common Stock may be deemed to be underwriters under the
Securities Act, and any profit on the sale of the Common Stock by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act.

     At the time a particular offer of the Common Stock is made, to the extent
required, a Prospectus Supplement will be distributed that will set forth the
number of shares of Common Stock being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
re-allowed or paid to dealers.

     The Common Stock may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying prices determined
at the time of sale or at negotiated prices.

                                 LEGAL MATTERS

     Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Jackson & Walker,
L.L.P., Dallas, Texas.  Michael C. French, a partner in Jackson & Walker,
L.L.P., is a director of the Company.

                                       5
EXPERTS

          The consolidated financial statements and financial statement
schedules of the Company appearing in the Company's Annual Report on Form 10-K
for the year ended September 30, 1993, as amended by Form 10-K/A Amendment No.
1, filed January 26, 1994, have been audited by Ernst & Young, independent
auditors, as set forth in their reports thereon included therein and
incorporated by reference herein, which, as to the years 1992 and 1991, are
based in part on the report of Arthur Andersen & Co., independent public
accountants.  Such consolidated financial statements and schedules are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.

                                INDEMNIFICATION

          Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify its directors and officers or former directors or
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers.  Such law provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under a
corporation's certificate of incorporation, bylaws, any agreement or otherwise.

          Article IX of the Company's Certificate of Incorporation, as amended,
provides that, to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.  Article IX of the Company's
Restated Bylaws provides for indemnification of officers and directors.  In
addition, the Company has entered into Indemnity Agreements with each of its
officers and directors pursuant to which such officers and directors may be
indemnified against losses arising from certain claims, including claims under
the Securities Act, which may be made by reason of their being officers or
directors.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

                                       6
No person has been authorized in connection with the offering made hereby to
give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company.    This prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities to any person or by anyone in any jurisdiction where such offer or
solicitation would be unlawful.  Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
the information contained herein is correct as of any date subsequent to the
date hereof.

                    ----------------------------------------

                               TABLE OF CONTENTS
                               -----------------
PAGE
                                 ----
Available Information..........  2
 
Incorporation of Certain
  Documents by Reference......   2
 
Use of Proceeds................  3
 
Selling Stockholders...........  3
 
Plan of Distribution...........  5
 
Legal Matters..................  5
 
Experts........................  6
 
Indemnification................  6
4,374,725 SHARES

                               STERLING SOFTWARE,
                                      INC.

                                  COMMON STOCK

                        --------------------------------

                                   PROSPECTUS

                       ---------------------------------

                                 May 26, 1994
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

          The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:  (i)
Annual Report on Form 10-K for the year ended September 30, 1993, as amended by
Form 10K/A Amendment No. 1, filed January 26, 1994; (ii) Quarterly Report on
Form 10-Q for the quarter ended December 31, 1993; (iii) Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994, as amended by Form 10-Q/A
Amendment No. 1, filed May 16, 1994; and (iv) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A (No. 0-
108465), filed March 7, 1990.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to a post-effective amendment that indicates that all of the
Common Stock offered hereunder has been sold or that deregisters all of such
Common Stock then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing thereof.  Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes of this Registration Statement to the extent that a statement
contained herein or therein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
         ------------------------- 

                            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         -------------------------------------- 

          Certain legal matters in connection with the validity of the
securities offered hereby have been passed upon for the Company by Jackson &
Walker, L.L.P., Dallas, Texas.  Michael C. French, a partner in Jackson &
Walker, L.L.P., is a director of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

          Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify its directors and officers or former directors and
officers and to purchase insurance

                                       II-1
with respect to liability arising out of their capacity or status as directors
and officers.  Such law provides further that the indemnification permitted
thereunder shall not be deemed exclusive of any other rights to which the
directors and officers may be entitled under a corporation's certificate of
incorporation, bylaws, any agreement or otherwise.

          Article IX of the Company's Certificate of Incorporation, as amended,
provides that, to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.  Article IX of the Company's
Restated Bylaws provides for indemnification of officers and directors.  In
addition, the Company has entered into Indemnity Agreements with each of its
officers and directors, pursuant to which such officers and directors may be
indemnified against losses arising from certain claims, including claims under
the Securities Act, which may be made by reason of their being officers or
directors.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ----------------------------------- 

          Not applicable.

                                     II-2
ITEM 8.  EXHIBITS.
         -------- 

          The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit
 Number   Description of Exhibit
- --------  ----------------------
4.1       Certificate of Incorporation of the Registrant./(1)/

4.2       Certificate of Amendment of Certificate of Incorporation of the
          Registrant./(2)/

4.3       Certificate of Amendment of Certificate of Incorporation of the
          Registrant./(3)/

4.4       Restated Bylaws of the Registrant./(4)/

4.5       Form of Common Stock Certificate./(5)/

5         Opinion of Jackson & Walker, L.L.P./(7)/

15        None.

23.1      Consent of Ernst & Young./(7)/

23.2      Consent of Arthur Andersen & Co./(7)/

23.3      Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
          Exhibit 5 to this Registration Statement)./(7)/

24        Power of Attorney (appearing on page II-6 of this Registration
          Statement)./(7)/

25        None.

27        None.

28        None.

99.1      Incentive Stock Option Plan of the Registrant (as amended through
          January 31, 1994)./(6)/

99.2      Non-Statutory Stock Option Plan of the Registrant (as amended through
          January 31, 1994)./(6)/
- ---------------

                                     II-3
(1)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 2-82506 on Form S-1 and incorporated herein by reference.

(2)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-K for the fiscal year ended September 30, 1993 and incorporated herein
     by reference.

(3)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-69926 on Form S-8 and incorporated herein by reference.

(4)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-47131 on Form S-8 and incorporated herein by reference.

(5)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 2-86825 on Form S-1 and incorporated herein by reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended March 31, 1994 and incorporated herein by
     reference.

(7)  Filed herewith.

ITEM 9.  UNDERTAKINGS.
         ------------ 

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by section 10(a)(3)
          of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the Registration Statement;

                    (iii)  To include any material information with respect to
          the plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                                     II-4
(2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
POWER OF ATTORNEY

    Each person whose signature appears below authorizes Sterling L. Williams,
George H. Ellis and Jeannette P. Meier, and each of them, each of whom may act
without joinder of the others, to execute in the name of each such person who is
then an officer or director of the Registrant and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof, in
connection with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate.

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 26th day of May, 1994.

                                    STERLING SOFTWARE, INC.

                                             /s/ GEORGE H. ELLIS
                                    By:_______________________________________

                                                 GEORGE H. ELLIS
                                        Name:_________________________________

                                                 Executive Vice President,
                                                 Chief Financial Officer
                                        Title:________________________________

                                     II-6
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures                     Title                        Date
- -----------------------  -----------------------------  ------------------------
President, Chief
/s/ Sterling L. Williams       Executive Officer
- -----------------------          and Director                  May 26, 1994
 Sterling L. Williams    (Principal Executive Officer)

                           Executive Vice President
/s/ George H. Ellis               and Chief
- -----------------------        Financial Officer               May 26, 1994
   George H. Ellis         (Principal Financial and
                             Accounting Officer)
/s/ Sam Wyly
- -----------------------         Chairman of the                May 26, 1994
      Sam Wyly                Board of Directors

/s/ Charles J. Wyly, Jr.
- -----------------------      Vice Chairman of the              May 26, 1994
 Charles J. Wyly, Jr.         Board of Directors

/s/ Evan A. Wyly
- -----------------------            Director                    May 26, 1994
    Evan A. Wyly

/s/ Michael C. French
- -----------------------            Director                    May 26, 1994
   Michael C. French

/s/ Robert J. Donachie
- -----------------------     Chairman of the Audit              May 26, 1994
  Robert J. Donachie        Committee and Director

/s/ Phillip A. Moore
- -----------------------    Executive Vice President,           May 26, 1994
   Phillip A. Moore         Technology and Director

/s/ Robert E. Cook
- -----------------------            Director                    May 26, 1994
    Robert E. Cook

/s/ Donald R. Miller, Jr.
- -----------------------                                        May 26, 1994
 Donald R. Miller, Jr.             Director
II-7
INDEX TO EXHIBITS
Sequentially
Exhibit                                                                        Numbered
Number          Description of Exhibit                                           Page
- ------          ----------------------                                       ------------
4.1       Certificate of Incorporation of the Registrant./(1)/

4.2       Certificate of Amendment of Certificate of Incorporation of the
          Registrant./(2)/

4.3       Certificate of Amendment of Certificate of Incorporation of the
          Registrant./(3)/

4.4       Restated Bylaws of the Registrant./(4)/

4.5       Form of Common Stock Certificate./(5)/

5         Opinion of Jackson & Walker, L.L.P./(7)/

15        None.

23.1      Consent of Ernst & Young./(7)/

23.2      Consent of Arthur Andersen & Co./(7)/

23.3      Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
          Exhibit 5 to this Registration Statement)./(7)/

24        Power of Attorney (appearing on page II-6 of this Registration
          Statement)./(7)/

25        None.

27        None.

28        None.

99.1      Incentive Stock Option Plan of the Registrant (as amended through
          January 31, 1994)./(6)/

99.2      Non-Statutory Stock Option Plan of the Registrant (as amended through
          January 31, 1994)./(6)/
- ---------------------------------

(1)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 2-82506 on Form S-1 and incorporated herein by reference.

(2)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-K for the fiscal year ended September 30, 1993 and incorporated herein
     by reference.

(3)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-69926 on Form S-8 and incorporated herein by reference.
(4)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-47131 on Form S-8 and incorporated herein by reference.

(5)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 2-86825 on Form S-1 and incorporated herein by reference.

(6)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended March 31, 1994 and incorporated herein by
     reference.

(7)  Filed herewith.