<PAGE>
 
   As filed with the Securities and Exchange Commission on December 19, 1997

                                                       Registration No. 333-
================================================================================

                      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)

                        300 CRESCENT COURT, SUITE 1200
                             DALLAS, TEXAS  75201
                                (214) 981-1000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

               DELAWARE                                 75-2623341
       (State of incorporation)                      (I.R.S. Employer
                                                  Identification Number)

             STERLING SOFTWARE, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                          DON J. MCDERMETT, JR., ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            STERLING SOFTWARE, INC.
                        300 CRESCENT COURT, SUITE 1200
                             DALLAS, TEXAS  75201
                                (214) 981-1000
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                WITH A COPY TO:

                            JAMES E. O'BANNON, ESQ.
                          JONES, DAY, REAVIS & POGUE
                           2300 TRAMMELL CROW CENTER
                               2001 ROSS AVENUE
                             DALLAS, TEXAS  75201
                                (214) 220-3939
                              ------------------

                      CALCULATION  OF  REGISTRATION  FEE
<TABLE>
<CAPTION>
======================================================================================================================
 
                                                                                Proposed     Proposed
                                                                                Maximum      Maximum
Title of                                                           Amount       Offering    Aggregate      Amount of
Securities to                                                      to be       Price per     Offering    Registration
be Registered                                                  Registered (1)    Share        Price         Fee (2)
----------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>             <C>         <C>           <C>
Common Stock, par value $0.10 per share .  .  .  .  .  .  .     1,750,000       $ 39.28125  $ 68,742,188  $ 20,279
======================================================================================================================
</TABLE>

  (1) Represents shares issuable under the Sterling Software, Inc. Employee
   Stock Purchase Plan (the "Plan").  Pursuant to Rule 416, there are registered
   hereunder such indeterminate number of additional shares as may become
   issuable under the Plan as a result of the antidilution provisions contained
   therein.

  (2) Computed in accordance with Rule 457(h).

================================================================================
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                               EXPLANATORY NOTE

     The information called for by Part I of this Registration Statement on Form
S-8 (the "Registration Statement") is included in the description of the
Sterling Software, Inc. Employee Stock Purchase Plan (the "Plan") to be
delivered to persons eligible to participate in the Plan.  Pursuant to the Note
to Part I of Form S-8, this information is not being filed with or included in
this Registration Statement.  However, included herein is a Prospectus to be
used in connection with certain reoffers and resales of shares of common stock,
par value $0.10 per share, of Sterling Software, Inc. acquired pursuant to the
Plan.  Such Prospectus has been prepared in accordance with the requirements of
Form S-3 pursuant to General Instruction C of Form S-8.
<PAGE>
 
REOFFER PROSPECTUS

                               1,750,000 SHARES

                            STERLING SOFTWARE, INC.

                                 COMMON STOCK



     This Prospectus relates to the offer and sale by certain stockholders
("Selling Stockholders") of Sterling Software, Inc. (the "Company") of up to
1,750,000 shares (the "Shares") of Common Stock, par value $0.10 per share, of
the Company (the "Common Stock"), issued to the Selling Stockholders pursuant to
the Sterling Software, Inc. Employee Stock Purchase Plan (the "Plan").

     Sales by the Selling Stockholders may be made on one or more exchanges,
including the New York Stock Exchange (the "NYSE"), or in the over-the-counter
market or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms.  Upon any sale of the Shares 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 may be deemed to be underwriting
commissions or discounts under the Securities Act.  See "Plan of Distribution".

     The Common Stock is listed for trading on the NYSE under the symbol "SSW".
On December 17, 1997, the closing price of the Common Stock on the NYSE was $40
5/8. The Company will pay all expenses in connection with the offering
contemplated by this Prospectus, other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
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
                  THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                      THE CONTRARY IS A CRIMINAL OFFENSE.

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



               The date of this Prospectus is December 19, 1997.
<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., Washington, D.C. 20549, and at the public reference facilities
maintained by the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New
York, New York 10048.  Copies of such materials can also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549.  The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission and that is
located at http://www.sec.gov.  Documents filed by the Company may also be
inspected at the office of the NYSE, 20 Broad Street, New York, New York 10005,
on which exchange the Common Stock is listed.

     This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act relating to the Shares
issuable pursuant to the Plan.  This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Shares offered hereby.  Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and in each instance reference is made to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission.  Each such statement is qualified in its entirety by such
reference.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company hereby incorporates by reference into this Prospectus the
Company's Annual Report on Form 10-K for the year ended September 30, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
made hereby, shall be deemed incorporated by reference in this Prospectus and to
be a part of this Prospectus from the date of the filing of such reports.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

     Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than the
exhibits expressly incorporated in such documents by reference).  Requests
should be directed to: Sterling Software, Inc., 300 Crescent Court, Suite 1200,
Dallas, Texas 75201, Attention:  Don J. McDermett, Jr., Senior Vice President
and General Counsel (telephone: (214) 981-1000).

                                      -2-
<PAGE>
 
                                  THE COMPANY

     The Company is a recognized worldwide supplier of software products and
services within the enterprise systems management and applications management
software markets and also provides specialized information technology services
to certain sectors of the federal government.  The Company's principal executive
offices are located at 300 Crescent Court, Suite 1200, Dallas, Texas 75201, and
the Company's telephone number at such address is (214) 981-1000.


                                USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of Shares by
the Selling Stockholders.


                             SELLING STOCKHOLDERS

     This Prospectus relates to the offer and sale by the Selling Stockholders
of up to 1,750,000 Shares issued under the Plan to the Selling Stockholders.
This Prospectus also relates to such indeterminate number of additional shares
of Common Stock that may be acquired by the Selling Stockholders as a result of
the antidilution provisions of the Plan.  Information regarding the identity of
the Selling Stockholders and certain other information relating to the Selling
Stockholders will be provided by supplement to this Prospectus.


                              PLAN OF DISTRIBUTION

     The Shares may be sold or otherwise disposed of from time to time by any of
the Selling Stockholders in one or more transactions through any one or more of
the following: (i) to purchasers directly, (ii) in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
or from the purchasers of the Shares for whom they may act as agent, (iv) the
writing of options on the Shares, (v) the pledge of the Shares as security for
any loan or obligation, including pledges to brokers or dealers who may, from
time to time, themselves effect distributions of the Shares or interests
therein, (vi) purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus, (vii) a block
trade in which the broker or dealer so engaged will attempt to sell the Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction and (viii) an exchange distribution in accordance
with the rules of such exchange, including the NYSE, or in transactions in the
over-the-counter market.  Such sales may be made at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms. In effecting sales, brokers or dealers may arrange
for other brokers or dealers to participate.  The Selling Stockholders or such
successors in interest, and any underwriters, brokers, dealers or agents that
participate in the distribution of the Shares, may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Shares by them and any discounts, commissions or concessions
received by any such underwriters, brokers, dealers or agents may be deemed to
be underwriting commissions or discounts under the Securities Act.  In addition,
any of the Shares covered by this Prospectus that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.

     The Company will pay all of the expenses in connection with the offering
contemplated by this Prospectus, other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Stockholders.

                                      -3-
<PAGE>
 
                                 LEGAL MATTERS

     Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Jones, Day, Reavis &
Pogue, Dallas, Texas.  Michael C. French, a consultant to Jones, Day, Reavis &
Pogue, is a director and an employee of the Company.


                                    EXPERTS

     The consolidated financial statements and financial statement schedule
appearing in the Company's Annual Report on Form 10-K for the year ended
September 30, 1997 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.  Such consolidated financial statements and financial statement
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.


                          FORWARD-LOOKING INFORMATION

     This Prospectus (including the documents incorporated herein by reference)
contains or may contain certain forward-looking statements and information that
are based on beliefs of, and information currently available to, the Company's
management as well as estimates and assumptions made by the Company's
management.  When used in this Prospectus, words such as "anticipate,"
"believe," "estimate," "expect," "future," "intend," "plan" and similar
expressions as they relate to the Company or the Company's management, identify
forward-looking statements.  Such statements reflect the current views of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions relating to the Company's operations and results
of operations, competitive factors and pricing pressures, shifts in market
demand, the performance and needs of the industries served by the Company, the
costs of product development and other risks and uncertainties including, in
addition to any uncertainties specifically identified in the text surrounding
such statements, uncertainties with respect to changes or developments in
social, economic, business, industry, market, legal and regulatory circumstances
and conditions and actions taken or omitted to be taken by third parties,
including the Company's stockholders, customers, suppliers, business partners,
competitors, and legislative, regulatory, judicial and other governmental
authorities and officials.  Should one or more of these risks or uncertainties
materialize, or should the underlying estimates or assumptions prove incorrect,
actual results or outcomes may vary significantly from those anticipated,
believed, estimated, expected, intended or planned.

                                      -4-
<PAGE>
 
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING 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

The Company.............................................. 3

Use of Proceeds.......................................... 3

Selling Stockholders..................................... 3

Plan of Distribution..................................... 3

Legal Matters............................................ 4

Experts.................................................. 4

Forward-Looking Information.............................. 4


                               1,750,000 SHARES



                            STERLING SOFTWARE, INC.



                                 COMMON STOCK



                                --------------
                                  PROSPECTUS
                                --------------



                               DECEMBER 19, 1997
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The Company hereby incorporates by reference into this Registration
Statement  the Company's Annual Report on Form 10-K for the year ended September
30, 1997.

          All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the termination of the offering made hereby,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part of this Registration Statement from the date of the filing of
such reports.

          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 purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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 (securities to be offered are registered under Section
12 of the Exchange Act).

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters in connection with the validity of the Common
Stock, par value $0.10 per share, of the Company registered hereby will be
passed upon for the Company by Jones, Day, Reavis & Pogue, Dallas, Texas.
Michael C. French, a consultant to Jones, Day, Reavis & Pogue, is a director and
an employee of the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law.  The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees and agents of the Company and its subsidiaries to the
fullest extent that may be permitted by Delaware law from time to time, and the
Bylaws provide for various procedures relating thereto.  Certain provisions of
the Company's Certificate of Incorporation protect the Company's directors
against personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below.  Under Delaware law, absent
these provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence.  The Company's
Certificate of Incorporation absolves directors of liability for negligence in
the performance of their duties, including gross negligence.  However, the
Company's directors remain liable for breaches of their duty of loyalty to the
Company and its stockholders, as well as for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. The
Company's Certificate of Incorporation also does not absolve directors of
liability under Section 174 of the Delaware General Corporation Law, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions in certain circumstances and expressly sets forth a negligence
standard with respect to such liability.

          Under Delaware law, directors, officers, employees and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no

                                      II-1
<PAGE>
 
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of a derivative action, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and Delaware law
requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to the Company.

       As authorized by the Company's Certificate of Incorporation, the Company
has entered into indemnification agreements with each of its directors and
officers. These indemnification agreements provide for, among other things, (i)
the indemnification by the Company of the indemnitees thereunder to the extent
described above, (ii) the advancement of attorneys' fees and other expenses, and
(iii) the establishment, upon approval by the Board, of trusts or other funding
mechanisms to fund the Company's indemnification obligations thereunder.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

      5.1   Opinion of Jones, Day, Reavis & Pogue.

     10.1   Sterling Software, Inc. Employee Stock Purchase Plan.

     23.1   Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

     23.2   Consent of Ernst & Young LLP.

     24.1   Powers of Attorney.

ITEM 9. UNDERTAKINGS

        A.  The 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 of 1933, as amended (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. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Securities and Exchange Commission (the
            "Commission") pursuant to Rule 424(b) if, in the aggregate, the
            changes in volume and price represent no more than a 20% change in
            the maximum aggregate offering price set forth in the "Calculation
            of Registration Fee" table in the effective Registration Statement;
            and

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

                                      II-2
<PAGE>
 
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in this Registration Statement;

              (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; and
                                   ---------

              (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 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 this 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-3
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 December 18, 1997.

                                      STERLING SOFTWARE, INC.


                                      By:        /s/ DON J. MCDERMETT, JR.
                                         ---------------------------------------
                                                   Don J. McDermett, Jr.
                                       Senior Vice President and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 18, 1997.

       Signatures                                   Title
       ----------                                   -----
 
  Sterling L. Williams*         Chief Executive Officer and President; Director
------------------------                (Principal Executive Officer)
  Sterling L. Williams                   

     R. Logan Wray*            Senior Vice President and Chief Financial Officer
------------------------          (Principal Financial and Accounting Officer)
     R. Logan Wray                

       Sam Wyly*                        Chairman of the Board; Director
------------------------
       Sam Wyly
 
  Charles J. Wyly, Jr.*              Vice Chairman of the Board; Director
------------------------
  Charles J. Wyly, Jr.
 
      Evan A. Wyly*                                Director
------------------------
      Evan A. Wyly

    Phillip A. Moore*                              Director
------------------------
    Phillip A. Moore

   Michael C. French*                              Director
------------------------
   Michael C. French

    Donald R. Miller*                              Director
------------------------
    Donald R. Miller

   Robert J. Donachie*                             Director
------------------------
   Robert J. Donachie

    Alan W. Steelman*                              Director
------------------------
    Alan W. Steelman


*The undersigned, by signing his name hereto, does sign and execute this
 Registration Statement pursuant to the Powers of Attorney executed on behalf of
 the above-named officers and directors and filed herewith.



                                                  /s/ DON J. McDERMETT, JR.
                                             -----------------------------------
                                                    Don J. McDermett, Jr.
                                                      Attorney-in-Fact
<PAGE>
 
                               INDEX TO EXHIBITS


Exhibit No.                          Description
-----------                          -----------


   5.1         Opinion of Jones, Day, Reavis & Pogue.

  10.1         Sterling Software, Inc. Employee Stock Purchase Plan.

  23.1         Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

  23.2         Consent of Ernst & Young LLP.

  24.1         Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32971}]
{"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": "333-42721", "film-number": "97741355"}, "business-address": {"street1": "300 CRESCENT COURT", "street2": "SUITE 1200", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2149811000"}, "mail-address": {"street1": "300 CRESCENT COURT", "street2": "SUITE 1200", "city": "DALLAS", "state": "TX", "zip": "75201"}}
As filed with the Securities and Exchange Commission on December 19, 1997

                                                       Registration No. 333-
================================================================================

                      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)

                        300 CRESCENT COURT, SUITE 1200
                             DALLAS, TEXAS  75201
                                (214) 981-1000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

               DELAWARE                                 75-2623341
       (State of incorporation)                      (I.R.S. Employer
                                                  Identification Number)

             STERLING SOFTWARE, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                          DON J. MCDERMETT, JR., ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            STERLING SOFTWARE, INC.
                        300 CRESCENT COURT, SUITE 1200
                             DALLAS, TEXAS  75201
                                (214) 981-1000
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                WITH A COPY TO:

                            JAMES E. O'BANNON, ESQ.
                          JONES, DAY, REAVIS & POGUE
                           2300 TRAMMELL CROW CENTER
                               2001 ROSS AVENUE
                             DALLAS, TEXAS  75201
                                (214) 220-3939
                              ------------------

                      CALCULATION  OF  REGISTRATION  FEE
======================================================================================================================
 
                                                                                Proposed     Proposed
                                                                                Maximum      Maximum
Title of                                                           Amount       Offering    Aggregate      Amount of
Securities to                                                      to be       Price per     Offering    Registration
be Registered                                                  Registered (1)    Share        Price         Fee (2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share .  .  .  .  .  .  .     1,750,000       $ 39.28125  $ 68,742,188  $ 20,279
======================================================================================================================
(1) Represents shares issuable under the Sterling Software, Inc. Employee
   Stock Purchase Plan (the "Plan").  Pursuant to Rule 416, there are registered
   hereunder such indeterminate number of additional shares as may become
   issuable under the Plan as a result of the antidilution provisions contained
   therein.

  (2) Computed in accordance with Rule 457(h).

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                               EXPLANATORY NOTE

     The information called for by Part I of this Registration Statement on Form
S-8 (the "Registration Statement") is included in the description of the
Sterling Software, Inc. Employee Stock Purchase Plan (the "Plan") to be
delivered to persons eligible to participate in the Plan.  Pursuant to the Note
to Part I of Form S-8, this information is not being filed with or included in
this Registration Statement.  However, included herein is a Prospectus to be
used in connection with certain reoffers and resales of shares of common stock,
par value $0.10 per share, of Sterling Software, Inc. acquired pursuant to the
Plan.  Such Prospectus has been prepared in accordance with the requirements of
Form S-3 pursuant to General Instruction C of Form S-8.
REOFFER PROSPECTUS

                               1,750,000 SHARES

                            STERLING SOFTWARE, INC.

                                 COMMON STOCK

     This Prospectus relates to the offer and sale by certain stockholders
("Selling Stockholders") of Sterling Software, Inc. (the "Company") of up to
1,750,000 shares (the "Shares") of Common Stock, par value $0.10 per share, of
the Company (the "Common Stock"), issued to the Selling Stockholders pursuant to
the Sterling Software, Inc. Employee Stock Purchase Plan (the "Plan").

     Sales by the Selling Stockholders may be made on one or more exchanges,
including the New York Stock Exchange (the "NYSE"), or in the over-the-counter
market or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms.  Upon any sale of the Shares 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 may be deemed to be underwriting
commissions or discounts under the Securities Act.  See "Plan of Distribution".

     The Common Stock is listed for trading on the NYSE under the symbol "SSW".
On December 17, 1997, the closing price of the Common Stock on the NYSE was $40
5/8. The Company will pay all expenses in connection with the offering
contemplated by this Prospectus, other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
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
                  THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                      THE CONTRARY IS A CRIMINAL OFFENSE.

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

               The date of this Prospectus is December 19, 1997.
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., Washington, D.C. 20549, and at the public reference facilities
maintained by the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New
York, New York 10048.  Copies of such materials can also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549.  The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission and that is
located at http://www.sec.gov.  Documents filed by the Company may also be
inspected at the office of the NYSE, 20 Broad Street, New York, New York 10005,
on which exchange the Common Stock is listed.

     This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act relating to the Shares
issuable pursuant to the Plan.  This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Shares offered hereby.  Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and in each instance reference is made to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission.  Each such statement is qualified in its entirety by such
reference.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company hereby incorporates by reference into this Prospectus the
Company's Annual Report on Form 10-K for the year ended September 30, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
made hereby, shall be deemed incorporated by reference in this Prospectus and to
be a part of this Prospectus from the date of the filing of such reports.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

     Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than the
exhibits expressly incorporated in such documents by reference).  Requests
should be directed to: Sterling Software, Inc., 300 Crescent Court, Suite 1200,
Dallas, Texas 75201, Attention:  Don J. McDermett, Jr., Senior Vice President
and General Counsel (telephone: (214) 981-1000).

                                      -2-
THE COMPANY

     The Company is a recognized worldwide supplier of software products and
services within the enterprise systems management and applications management
software markets and also provides specialized information technology services
to certain sectors of the federal government.  The Company's principal executive
offices are located at 300 Crescent Court, Suite 1200, Dallas, Texas 75201, and
the Company's telephone number at such address is (214) 981-1000.

                                USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of Shares by
the Selling Stockholders.

                             SELLING STOCKHOLDERS

     This Prospectus relates to the offer and sale by the Selling Stockholders
of up to 1,750,000 Shares issued under the Plan to the Selling Stockholders.
This Prospectus also relates to such indeterminate number of additional shares
of Common Stock that may be acquired by the Selling Stockholders as a result of
the antidilution provisions of the Plan.  Information regarding the identity of
the Selling Stockholders and certain other information relating to the Selling
Stockholders will be provided by supplement to this Prospectus.

                              PLAN OF DISTRIBUTION

     The Shares may be sold or otherwise disposed of from time to time by any of
the Selling Stockholders in one or more transactions through any one or more of
the following: (i) to purchasers directly, (ii) in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
or from the purchasers of the Shares for whom they may act as agent, (iv) the
writing of options on the Shares, (v) the pledge of the Shares as security for
any loan or obligation, including pledges to brokers or dealers who may, from
time to time, themselves effect distributions of the Shares or interests
therein, (vi) purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus, (vii) a block
trade in which the broker or dealer so engaged will attempt to sell the Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction and (viii) an exchange distribution in accordance
with the rules of such exchange, including the NYSE, or in transactions in the
over-the-counter market.  Such sales may be made at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms. In effecting sales, brokers or dealers may arrange
for other brokers or dealers to participate.  The Selling Stockholders or such
successors in interest, and any underwriters, brokers, dealers or agents that
participate in the distribution of the Shares, may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Shares by them and any discounts, commissions or concessions
received by any such underwriters, brokers, dealers or agents may be deemed to
be underwriting commissions or discounts under the Securities Act.  In addition,
any of the Shares covered by this Prospectus that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.

     The Company will pay all of the expenses in connection with the offering
contemplated by this Prospectus, other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Stockholders.

                                      -3-
LEGAL MATTERS

     Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Jones, Day, Reavis &
Pogue, Dallas, Texas.  Michael C. French, a consultant to Jones, Day, Reavis &
Pogue, is a director and an employee of the Company.

                                    EXPERTS

     The consolidated financial statements and financial statement schedule
appearing in the Company's Annual Report on Form 10-K for the year ended
September 30, 1997 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.  Such consolidated financial statements and financial statement
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

                          FORWARD-LOOKING INFORMATION

     This Prospectus (including the documents incorporated herein by reference)
contains or may contain certain forward-looking statements and information that
are based on beliefs of, and information currently available to, the Company's
management as well as estimates and assumptions made by the Company's
management.  When used in this Prospectus, words such as "anticipate,"
"believe," "estimate," "expect," "future," "intend," "plan" and similar
expressions as they relate to the Company or the Company's management, identify
forward-looking statements.  Such statements reflect the current views of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions relating to the Company's operations and results
of operations, competitive factors and pricing pressures, shifts in market
demand, the performance and needs of the industries served by the Company, the
costs of product development and other risks and uncertainties including, in
addition to any uncertainties specifically identified in the text surrounding
such statements, uncertainties with respect to changes or developments in
social, economic, business, industry, market, legal and regulatory circumstances
and conditions and actions taken or omitted to be taken by third parties,
including the Company's stockholders, customers, suppliers, business partners,
competitors, and legislative, regulatory, judicial and other governmental
authorities and officials.  Should one or more of these risks or uncertainties
materialize, or should the underlying estimates or assumptions prove incorrect,
actual results or outcomes may vary significantly from those anticipated,
believed, estimated, expected, intended or planned.

                                      -4-
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING 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

The Company.............................................. 3

Use of Proceeds.......................................... 3

Selling Stockholders..................................... 3

Plan of Distribution..................................... 3

Legal Matters............................................ 4

Experts.................................................. 4

Forward-Looking Information.............................. 4

                               1,750,000 SHARES

                            STERLING SOFTWARE, INC.

                                 COMMON STOCK

                                --------------
                                  PROSPECTUS
                                --------------

                               DECEMBER 19, 1997
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The Company hereby incorporates by reference into this Registration
Statement  the Company's Annual Report on Form 10-K for the year ended September
30, 1997.

          All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the termination of the offering made hereby,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part of this Registration Statement from the date of the filing of
such reports.

          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 purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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 (securities to be offered are registered under Section
12 of the Exchange Act).

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters in connection with the validity of the Common
Stock, par value $0.10 per share, of the Company registered hereby will be
passed upon for the Company by Jones, Day, Reavis & Pogue, Dallas, Texas.
Michael C. French, a consultant to Jones, Day, Reavis & Pogue, is a director and
an employee of the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law.  The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees and agents of the Company and its subsidiaries to the
fullest extent that may be permitted by Delaware law from time to time, and the
Bylaws provide for various procedures relating thereto.  Certain provisions of
the Company's Certificate of Incorporation protect the Company's directors
against personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below.  Under Delaware law, absent
these provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence.  The Company's
Certificate of Incorporation absolves directors of liability for negligence in
the performance of their duties, including gross negligence.  However, the
Company's directors remain liable for breaches of their duty of loyalty to the
Company and its stockholders, as well as for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. The
Company's Certificate of Incorporation also does not absolve directors of
liability under Section 174 of the Delaware General Corporation Law, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions in certain circumstances and expressly sets forth a negligence
standard with respect to such liability.

          Under Delaware law, directors, officers, employees and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no

                                      II-1
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of a derivative action, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and Delaware law
requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to the Company.

       As authorized by the Company's Certificate of Incorporation, the Company
has entered into indemnification agreements with each of its directors and
officers. These indemnification agreements provide for, among other things, (i)
the indemnification by the Company of the indemnitees thereunder to the extent
described above, (ii) the advancement of attorneys' fees and other expenses, and
(iii) the establishment, upon approval by the Board, of trusts or other funding
mechanisms to fund the Company's indemnification obligations thereunder.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

      5.1   Opinion of Jones, Day, Reavis & Pogue.

     10.1   Sterling Software, Inc. Employee Stock Purchase Plan.

     23.1   Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

     23.2   Consent of Ernst & Young LLP.

     24.1   Powers of Attorney.

ITEM 9. UNDERTAKINGS

        A.  The 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 of 1933, as amended (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. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Securities and Exchange Commission (the
            "Commission") pursuant to Rule 424(b) if, in the aggregate, the
            changes in volume and price represent no more than a 20% change in
            the maximum aggregate offering price set forth in the "Calculation
            of Registration Fee" table in the effective Registration Statement;
            and

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

                                      II-2
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in this Registration Statement;

              (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; and
                                   ---------

              (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 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 this 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-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 December 18, 1997.

                                      STERLING SOFTWARE, INC.

                                      By:        /s/ DON J. MCDERMETT, JR.
                                         ---------------------------------------
                                                   Don J. McDermett, Jr.
                                       Senior Vice President and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 18, 1997.

       Signatures                                   Title
       ----------                                   -----
 
  Sterling L. Williams*         Chief Executive Officer and President; Director
------------------------                (Principal Executive Officer)
  Sterling L. Williams                   

     R. Logan Wray*            Senior Vice President and Chief Financial Officer
------------------------          (Principal Financial and Accounting Officer)
     R. Logan Wray                

       Sam Wyly*                        Chairman of the Board; Director
------------------------
       Sam Wyly
 
  Charles J. Wyly, Jr.*              Vice Chairman of the Board; Director
------------------------
  Charles J. Wyly, Jr.
 
      Evan A. Wyly*                                Director
------------------------
      Evan A. Wyly

    Phillip A. Moore*                              Director
------------------------
    Phillip A. Moore

   Michael C. French*                              Director
------------------------
   Michael C. French

    Donald R. Miller*                              Director
------------------------
    Donald R. Miller

   Robert J. Donachie*                             Director
------------------------
   Robert J. Donachie

    Alan W. Steelman*                              Director
------------------------
    Alan W. Steelman

*The undersigned, by signing his name hereto, does sign and execute this
 Registration Statement pursuant to the Powers of Attorney executed on behalf of
 the above-named officers and directors and filed herewith.

                                                  /s/ DON J. McDERMETT, JR.
                                             -----------------------------------
                                                    Don J. McDermett, Jr.
                                                      Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit No.                          Description
-----------                          -----------

   5.1         Opinion of Jones, Day, Reavis & Pogue.

  10.1         Sterling Software, Inc. Employee Stock Purchase Plan.

  23.1         Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

  23.2         Consent of Ernst & Young LLP.

  24.1         Powers of Attorney.