<PAGE>
 
    As filed with the Securities and Exchange Commission on October 27, 1998
                                                           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                                             75-1873956
(State of incorporation)                                  (I.R.S. Employer
                                                       Identification Number)

             BACHMAN INFORMATION SYSTEMS, INC. AMENDED AND RESTATED
               1986 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
CAYENNE SOFTWARE, INC. AMENDED 1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
           CAYENNE SOFTWARE, INC. 1998 NONQUALIFIED STOCK OPTION PLAN
  CADRE TECHNOLOGIES, INC. 1988 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
         CADRE TECHNOLOGIES, INC. 1989 NON-STATUTORY STOCK OPTION PLAN
 STOCK OPTION AGREEMENTS DATED DECEMBER 29, 1997 BETWEEN CAYENNE SOFTWARE, INC.
             AND EACH OF MASSOOD ZARRABIAN AND FREDERICK PHILLIPS
                           (Full title of the plans)

        DON J. MCDERMETT, JR., ESQ.                       WITH A COPY TO:
SENIOR VICE PRESIDENT AND GENERAL COUNSEL              MARK E. BETZEN, ESQ.
        STERLING SOFTWARE, INC.                    JONES, DAY, REAVIS & POGUE
    300 CRESCENT COURT, SUITE 1200                 2300 TRAMMELL CROW CENTER
         DALLAS, TEXAS  75201                           2001 ROSS AVENUE
           (214) 981-1000                              DALLAS, TEXAS  75201
 (Name, address, including zip code, and                 (214) 220-3939
telephone number, including area code, of
         agent for service)

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

                       CALCULATION  OF  REGISTRATION  FEE
<TABLE>
<CAPTION>
==========================================================================================================================
TITLE OF                                                               AMOUNT        OFFERING    AGGREGATE     AMOUNT OF
SECURITIES TO                                                           TO BE       PRICE PER    OFFERING    REGISTRATION
BE REGISTERED                                                      REGISTERED (2)   SHARE (3)    PRICE (3)      FEE (4)
-------------------------------------------------------------------------------------------------------------------------- 
<S>                                                                <C>              <C>         <C>          <C>
Common Stock, par value $0.10 per share  (1).  .  .  .  .  .  .     40,266 shares     $200.39   $8,069,089        $2,244
==========================================================================================================================
</TABLE>

  (1) Includes associated rights to purchase shares of Series A Junior
      Participating Preferred Stock, par value $.10 per share, of Sterling
      Software, Inc. ("Sterling Software").
  (2) Represents the number of shares of Common Stock, par value $0.10 per
      share, of Sterling Software ("Common Stock") issuable upon the exercise of
      options granted pursuant to the Bachman Information Systems, Inc. Amended
      and Restated 1986 Incentive and Nonqualified Stock Option Plan, the
      Cayenne Software, Inc. Amended 1996 Incentive and Nonqualified Stock
      Option Plan, the Cayenne Software, Inc. 1998 Nonqualified Stock Option
      Plan, the Cadre Technologies, Inc. 1988 Incentive and Non-Statutory Stock
      Option Plan, the Cadre Technologies, Inc. 1989 Non-Statutory Stock Option
      Plan and the Stock Option Agreements, dated December 29, 1997, between
      Cayenne Software, Inc. and each of Massood Zarrabian and Frederick
      Phillips (collectively, the "Plans"), that were outstanding at the
      effective time of the merger of Cayenne Software, Inc. with a wholly owned
      subsidiary of Sterling Software (the "Options"). Pursuant to Rule 416,
      there are registered hereunder such indeterminate number of additional
      shares as may become issuable upon the exercise of Options as a result of
      the antidilution provisions contained in the Plans.
  (3) The aggregate offering price represents the aggregate price payable upon
      the exercise of the Options. The offering price per share represents the
      quotient obtained by dividing the aggregate offering price by the number
      of shares of Common Stock issuable upon the exercise of the Options.
  (4) Computed in accordance with Rule 457(h).

================================================================================
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed by Sterling Software with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference, as
of their respective dates, in this Registration Statement:

        (a) Annual Report on Form 10-K for the fiscal year ended September 30,
            1997;

        (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended
            December 31, 1997, March 31, 1998 and June 30, 1998;

        (c) Current Report on Form 8-K, dated June 21, 1998;

        (d) Proxy Statement on Schedule 14A for the Annual Meeting of
            Stockholders of Sterling Software held on March 11, 1998; and

        (e) Registration Statement on Form 8-A/A filed with the Commission on
            May 27, 1998.

In addition, all documents hereafter filed by Sterling Software pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be 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 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 registered hereby will be passed upon for Sterling Software by Jones, Day,
Reavis & Pogue. Michael C. French, a consultant to Jones, Day, Reavis & Pogue,
is a director and an employee of Sterling Software.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Sterling Software's Certificate of Incorporation (the "Certificate")
provides that the personal liability of directors of Sterling Software to
Sterling Software is eliminated to the maximum extent permitted by Delaware law.
Sterling Software's Bylaws (the "Bylaws") provide for the indemnification of the
directors, officers, employees and agents of Sterling Software 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.

                                      II-1
<PAGE>
 
        Although the Certificate generally absolves Sterling Software's
directors from personal liability for monetary damages resulting from breaches
of their fiduciary duty of care, Sterling Software's directors remain liable for
breaches of their duty of loyalty to Sterling Software 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. In addition, the Certificate 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 corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of conduct is applicable in the case of a
derivative action, but indemnification extends only 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 corporation.

        As authorized by the Certificate, Sterling Software has entered into
indemnification agreements with each of its directors and officers.  These
indemnification agreements provide for, among other things, (i) the
indemnification by Sterling Software 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 Sterling Software's Board of
Directors, of trusts or other funding mechanisms to fund Sterling Software's
indemnification obligations thereunder.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

        4.1  Certificate of Incorporation (previously filed as an exhibit to
             Sterling Software's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 1998 and incorporated herein by reference)

        4.2  Bylaws (previously filed as an exhibit to Sterling Software's
             Registration Statement on Form 8-A/A filed on May 27, 1998 and
             incorporated herein by reference)

        4.3  Form of Common Stock Certificate (previously filed as an exhibit to
             Sterling Software's Registration Statement No. 2-86825 and
             incorporated herein by reference)

        4.4  Rights Agreement, dated December 18, 1996, between Sterling
             Software and BankBoston, N.A., as Rights Agent (previously filed as
             an exhibit to Sterling Software's Current Report on Form 8-K dated
             December 18, 1996 and incorporated herein by reference)

        4.5  First Amendment to Rights Agreement, dated as of March 12, 1998,
             between Sterling Software and BankBoston, N.A., as Rights Agent
             (previously filed as an exhibit to Sterling Software's Registration
             Statement on Form 8-A/A filed April 3, 1998 and incorporated herein
             by reference)

        5.1  Opinion of Jones, Day, Reavis & Pogue

                                      II-2
<PAGE>
 
       23.1  Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)

       23.2  Consent of Ernst & Young LLP

       24.1  Power 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;

                (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 this 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
        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 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 October 26, 1998.

                              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 October 26, 1998.

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

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

          *                        Chairman of the Board; Director
-----------------------
 Sam Wyly

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

          *                             Vice President; Director
-----------------------
 Evan A. Wyly

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

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

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

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

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

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


                                         By:    /s/ Don J. McDermett, Jr.
                                            ----------------------------------
                                                  Don J. McDermett, Jr.
                                                     Attorney-in-Fact

                                      II-4
<PAGE>
 
                               INDEX TO EXHIBITS


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

     4.1           Certificate of Incorporation (previously filed as an exhibit
                   to Sterling Software's Quarterly Report on Form 10-Q for the
                   quarter ended March 31, 1998 and incorporated herein by
                   reference)

     4.2           Bylaws (previously filed as an exhibit to Sterling Software's
                   Registration Statement on Form 8-A/A filed on May 27, 1998
                   and incorporated herein by reference)

     4.3           Form of Common Stock Certificate (previously filed as an
                   exhibit to Sterling Software's Registration Statement No.
                   2-86825 and incorporated herein by reference)

     4.4           Rights Agreement, dated December 18, 1996, between Sterling
                   Software and BankBoston, N.A., as Rights Agent (previously
                   filed as an exhibit to Sterling Software's Current Report on
                   Form 8-K dated December 18, 1996 and incorporated herein by
                   reference)

     4.5           First Amendment to Rights Agreement, dated as of March 12,
                   1998, between Sterling Software and BankBoston, N.A., as
                   Rights Agent (previously filed as an exhibit to Sterling
                   Software's Registration Statement on Form 8-A/A filed April
                   3, 1998 and incorporated herein by reference)

     5.1           Opinion of Jones, Day, Reavis & Pogue

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

    23.2           Consent of Ernst & Young LLP

    24.1           Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20902}]
{"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": "333-66167", "film-number": "98731189"}, "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 October 27, 1998
                                                           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                                             75-1873956
(State of incorporation)                                  (I.R.S. Employer
                                                       Identification Number)

             BACHMAN INFORMATION SYSTEMS, INC. AMENDED AND RESTATED
               1986 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
CAYENNE SOFTWARE, INC. AMENDED 1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
           CAYENNE SOFTWARE, INC. 1998 NONQUALIFIED STOCK OPTION PLAN
  CADRE TECHNOLOGIES, INC. 1988 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
         CADRE TECHNOLOGIES, INC. 1989 NON-STATUTORY STOCK OPTION PLAN
 STOCK OPTION AGREEMENTS DATED DECEMBER 29, 1997 BETWEEN CAYENNE SOFTWARE, INC.
             AND EACH OF MASSOOD ZARRABIAN AND FREDERICK PHILLIPS
                           (Full title of the plans)

        DON J. MCDERMETT, JR., ESQ.                       WITH A COPY TO:
SENIOR VICE PRESIDENT AND GENERAL COUNSEL              MARK E. BETZEN, ESQ.
        STERLING SOFTWARE, INC.                    JONES, DAY, REAVIS & POGUE
    300 CRESCENT COURT, SUITE 1200                 2300 TRAMMELL CROW CENTER
         DALLAS, TEXAS  75201                           2001 ROSS AVENUE
           (214) 981-1000                              DALLAS, TEXAS  75201
 (Name, address, including zip code, and                 (214) 220-3939
telephone number, including area code, of
         agent for service)

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

                       CALCULATION  OF  REGISTRATION  FEE
==========================================================================================================================
TITLE OF                                                               AMOUNT        OFFERING    AGGREGATE     AMOUNT OF
SECURITIES TO                                                           TO BE       PRICE PER    OFFERING    REGISTRATION
BE REGISTERED                                                      REGISTERED (2)   SHARE (3)    PRICE (3)      FEE (4)
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share  (1).  .  .  .  .  .  .     40,266 shares     $200.39   $8,069,089        $2,244
==========================================================================================================================
(1) Includes associated rights to purchase shares of Series A Junior
      Participating Preferred Stock, par value $.10 per share, of Sterling
      Software, Inc. ("Sterling Software").
  (2) Represents the number of shares of Common Stock, par value $0.10 per
      share, of Sterling Software ("Common Stock") issuable upon the exercise of
      options granted pursuant to the Bachman Information Systems, Inc. Amended
      and Restated 1986 Incentive and Nonqualified Stock Option Plan, the
      Cayenne Software, Inc. Amended 1996 Incentive and Nonqualified Stock
      Option Plan, the Cayenne Software, Inc. 1998 Nonqualified Stock Option
      Plan, the Cadre Technologies, Inc. 1988 Incentive and Non-Statutory Stock
      Option Plan, the Cadre Technologies, Inc. 1989 Non-Statutory Stock Option
      Plan and the Stock Option Agreements, dated December 29, 1997, between
      Cayenne Software, Inc. and each of Massood Zarrabian and Frederick
      Phillips (collectively, the "Plans"), that were outstanding at the
      effective time of the merger of Cayenne Software, Inc. with a wholly owned
      subsidiary of Sterling Software (the "Options"). Pursuant to Rule 416,
      there are registered hereunder such indeterminate number of additional
      shares as may become issuable upon the exercise of Options as a result of
      the antidilution provisions contained in the Plans.
  (3) The aggregate offering price represents the aggregate price payable upon
      the exercise of the Options. The offering price per share represents the
      quotient obtained by dividing the aggregate offering price by the number
      of shares of Common Stock issuable upon the exercise of the Options.
  (4) Computed in accordance with Rule 457(h).

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed by Sterling Software with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference, as
of their respective dates, in this Registration Statement:

        (a) Annual Report on Form 10-K for the fiscal year ended September 30,
            1997;

        (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended
            December 31, 1997, March 31, 1998 and June 30, 1998;

        (c) Current Report on Form 8-K, dated June 21, 1998;

        (d) Proxy Statement on Schedule 14A for the Annual Meeting of
            Stockholders of Sterling Software held on March 11, 1998; and

        (e) Registration Statement on Form 8-A/A filed with the Commission on
            May 27, 1998.

In addition, all documents hereafter filed by Sterling Software pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be 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 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 registered hereby will be passed upon for Sterling Software by Jones, Day,
Reavis & Pogue. Michael C. French, a consultant to Jones, Day, Reavis & Pogue,
is a director and an employee of Sterling Software.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Sterling Software's Certificate of Incorporation (the "Certificate")
provides that the personal liability of directors of Sterling Software to
Sterling Software is eliminated to the maximum extent permitted by Delaware law.
Sterling Software's Bylaws (the "Bylaws") provide for the indemnification of the
directors, officers, employees and agents of Sterling Software 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.

                                      II-1
Although the Certificate generally absolves Sterling Software's
directors from personal liability for monetary damages resulting from breaches
of their fiduciary duty of care, Sterling Software's directors remain liable for
breaches of their duty of loyalty to Sterling Software 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. In addition, the Certificate 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 corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of conduct is applicable in the case of a
derivative action, but indemnification extends only 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 corporation.

        As authorized by the Certificate, Sterling Software has entered into
indemnification agreements with each of its directors and officers.  These
indemnification agreements provide for, among other things, (i) the
indemnification by Sterling Software 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 Sterling Software's Board of
Directors, of trusts or other funding mechanisms to fund Sterling Software's
indemnification obligations thereunder.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

        4.1  Certificate of Incorporation (previously filed as an exhibit to
             Sterling Software's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 1998 and incorporated herein by reference)

        4.2  Bylaws (previously filed as an exhibit to Sterling Software's
             Registration Statement on Form 8-A/A filed on May 27, 1998 and
             incorporated herein by reference)

        4.3  Form of Common Stock Certificate (previously filed as an exhibit to
             Sterling Software's Registration Statement No. 2-86825 and
             incorporated herein by reference)

        4.4  Rights Agreement, dated December 18, 1996, between Sterling
             Software and BankBoston, N.A., as Rights Agent (previously filed as
             an exhibit to Sterling Software's Current Report on Form 8-K dated
             December 18, 1996 and incorporated herein by reference)

        4.5  First Amendment to Rights Agreement, dated as of March 12, 1998,
             between Sterling Software and BankBoston, N.A., as Rights Agent
             (previously filed as an exhibit to Sterling Software's Registration
             Statement on Form 8-A/A filed April 3, 1998 and incorporated herein
             by reference)

        5.1  Opinion of Jones, Day, Reavis & Pogue

                                      II-2
23.1  Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)

       23.2  Consent of Ernst & Young LLP

       24.1  Power 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;

                (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 this 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
        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 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 October 26, 1998.

                              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 October 26, 1998.

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

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

          *                        Chairman of the Board; Director
-----------------------
 Sam Wyly

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

          *                             Vice President; Director
-----------------------
 Evan A. Wyly

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

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

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

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

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

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

                                         By:    /s/ Don J. McDermett, Jr.
                                            ----------------------------------
                                                  Don J. McDermett, Jr.
                                                     Attorney-in-Fact

                                      II-4
INDEX TO EXHIBITS

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

     4.1           Certificate of Incorporation (previously filed as an exhibit
                   to Sterling Software's Quarterly Report on Form 10-Q for the
                   quarter ended March 31, 1998 and incorporated herein by
                   reference)

     4.2           Bylaws (previously filed as an exhibit to Sterling Software's
                   Registration Statement on Form 8-A/A filed on May 27, 1998
                   and incorporated herein by reference)

     4.3           Form of Common Stock Certificate (previously filed as an
                   exhibit to Sterling Software's Registration Statement No.
                   2-86825 and incorporated herein by reference)

     4.4           Rights Agreement, dated December 18, 1996, between Sterling
                   Software and BankBoston, N.A., as Rights Agent (previously
                   filed as an exhibit to Sterling Software's Current Report on
                   Form 8-K dated December 18, 1996 and incorporated herein by
                   reference)

     4.5           First Amendment to Rights Agreement, dated as of March 12,
                   1998, between Sterling Software and BankBoston, N.A., as
                   Rights Agent (previously filed as an exhibit to Sterling
                   Software's Registration Statement on Form 8-A/A filed April
                   3, 1998 and incorporated herein by reference)

     5.1           Opinion of Jones, Day, Reavis & Pogue

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

    23.2           Consent of Ernst & Young LLP

    24.1           Power of Attorney