<PAGE>
 
   As filed with the Securities and Exchange Commission on November 21, 1997

                                                     Registration No. 333-

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              ------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              ------------------

                            STERLING COMMERCE, INC.
            (Exact name of registrant as specified in its charter)

                        300 CRESCENT COURT, SUITE 1200
                             DALLAS, TEXAS  75201
                                (214) 981-1100
              (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 COMMERCE, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                            ALBERT K. HOOVER, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            STERLING COMMERCE, INC.
                             4600 LAKEHURST COURT
                            DUBLIN, OH  43016-2000
                                (614) 793-7000
           (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 $0.01 per share .  .  .  .  .  .  .  .        4,000,000   $33.65625  $134,625,000        $40,796
========================================================================================================================
</TABLE>

  (1) Represents shares issuable under the Sterling Commerce, 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) The registration fee has been computed in accordance with Rule 457(h).
      Pursuant to Rule 457(h)(3), the registration fee has been calculated on
      the basis of a single fee with respect to shares issuable under the Plan.

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

                      INFORMATION REQUIRED IN 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 Commerce, 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.  Included herein is a Prospectus to be used in
connection with reoffers and resales of shares of common stock, par value $0.01
per share, of Sterling Commerce, Inc. acquired pursuant to the Plan which has
been prepared in accordance with the requirements of Form S-3 pursuant to
General Instruction C of Form S-8 relating to such shares.
<PAGE>
 
REOFFER PROSPECTUS

                               4,000,000 SHARES

                            STERLING COMMERCE, INC.

                                 Common Stock

     This Prospectus relates to up to 4,000,000 shares (the "Shares") of Common
Stock, par value $0.01 per share (the "Common Stock"), of Sterling Commerce,
Inc., a Delaware corporation (the "Company"), issued pursuant to the Sterling
Commerce, Inc. Employee Stock Purchase Plan (the "Plan").  The terms and
conditions of this Prospectus are governed by the provisions of the Plan and the
agreements thereunder.

     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 "SE."
On November 20, 1997, the closing price of the Common Stock on the NYSE was 
$35 1/16.


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


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 CONTRARY IS A CRIMINAL OFFENSE.

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



               The date of this Prospectus is November 21, 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 can 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 securities
issuable pursuant to the Plan offered hereby.  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 securities 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 period 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 Commerce, Inc., 4600 Lakehurst Court, Dublin,
Ohio 43016, Attention:  Albert K. Hoover, Senior Vice President and General
Counsel (telephone:  (614) 793-7000).

                                      -2-
<PAGE>
 
                                  THE COMPANY

     The Company is a leading provider of electronic data interchange and other
electronic commerce products and services worldwide.  The Company develops,
markets and supports electronic commerce software products and provides
electronic commerce network services that enable businesses to engage in
business-to-business electronic communications and transactions.  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) 981-1100.

                                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 covers the purchase from the Selling Stockholders of an
aggregate of up to 4,000,000 shares of Common Stock.  Information regarding the
identity of the Selling Stockholders, the number of purchase rights granted and
certain 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 incident to the offering and sale
of the Shares to the public made pursuant to this Prospectus other than
underwriting discounts or commissions, brokers' fees and the fees and expenses
of any counsel to the Selling Stockholders related thereto.


                                      -3-
<PAGE>
 
                                    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
 
Experts.......................... 4
 
Forward-Looking Information...... 4
 

                               4,000,000 SHARES



                            STERLING COMMERCE, INC.



                                 COMMON STOCK



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

                                  PROSPECTUS

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



                               NOVEMBER 21, 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 period ended
September 30, 1997.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of 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

     Not applicable.

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 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 

                                      II-1
<PAGE>
 
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

     4.1 Sterling Commerce, Inc. Employee Stock Purchase Plan.

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

                                      II-2
<PAGE>
 
       (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; 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  November 21, 1997.

                                  STERLING COMMERCE, INC.
 

                                  By:          /s/ WARNER C. BLOW
                                     ----------------------------------------
                                                 Warner C. Blow
                                      Chief Executive Officer and President


     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 November 21, 1997.

     Signatures                             Title
     ----------                             -----                          
 
                         
/s/ Warner C. Blow       Chief Executive Officer and President; Director
-----------------------          (Principal Executive Officer)          
   Warner C. Blow       


   Steven P. Shiflet*    Senior Vice President and Chief Financial Officer
-----------------------     (Principal Financial and Accounting Officer)
   Steven P. Shiflet


 Sterling L. Williams*           Chairman of the Board; Director
-----------------------
 Sterling L. Williams


      Sam Wyly*                             Director
-----------------------
      Sam Wyly


 Charles J. Wyly, Jr.*                      Director
-----------------------                     
  Charles J. Wyly, Jr.


    Evan A. Wyly*                           Director
-----------------------
    Evan A. Wyly


                                            Director
-----------------------
    Robert E. Cook



                                            Director
-----------------------
     Honor R. Hill


*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/ ALBERT HOOVER   
                                            ------------------------------------
                                                     Albert K. Hoover
                                                     Attorney-in-Fact

                                      II-4
<PAGE>
 
                               INDEX TO EXHIBITS


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


   4.1         Sterling Commerce, Inc. Employee Stock Purchase Plan.

   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         Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31282}]
{"company-data": {"conformed-name": "STERLING COMMERCE INC", "cik": "0001005291", "assigned-sic": "7372", "irs-number": "752623341", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40827", "film-number": "97726654"}, "business-address": {"street1": "300 CRESCENT CT", "street2": "STE 1200", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2149811000"}, "mail-address": {"street1": "8080 NORTH CENTRAL EXPRESSWAY", "street2": "SUITE 1100", "city": "DALLAS", "state": "TX", "zip": "75206"}}
As filed with the Securities and Exchange Commission on November 21, 1997

                                                     Registration No. 333-

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              ------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              ------------------

                            STERLING COMMERCE, INC.
            (Exact name of registrant as specified in its charter)

                        300 CRESCENT COURT, SUITE 1200
                             DALLAS, TEXAS  75201
                                (214) 981-1100
              (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 COMMERCE, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                            ALBERT K. HOOVER, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            STERLING COMMERCE, INC.
                             4600 LAKEHURST COURT
                            DUBLIN, OH  43016-2000
                                (614) 793-7000
           (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 $0.01 per share .  .  .  .  .  .  .  .        4,000,000   $33.65625  $134,625,000        $40,796
========================================================================================================================
(1) Represents shares issuable under the Sterling Commerce, 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) The registration fee has been computed in accordance with Rule 457(h).
      Pursuant to Rule 457(h)(3), the registration fee has been calculated on
      the basis of a single fee with respect to shares issuable under the Plan.

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

                      INFORMATION REQUIRED IN 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 Commerce, 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.  Included herein is a Prospectus to be used in
connection with reoffers and resales of shares of common stock, par value $0.01
per share, of Sterling Commerce, Inc. acquired pursuant to the Plan which has
been prepared in accordance with the requirements of Form S-3 pursuant to
General Instruction C of Form S-8 relating to such shares.
REOFFER PROSPECTUS

                               4,000,000 SHARES

                            STERLING COMMERCE, INC.

                                 Common Stock

     This Prospectus relates to up to 4,000,000 shares (the "Shares") of Common
Stock, par value $0.01 per share (the "Common Stock"), of Sterling Commerce,
Inc., a Delaware corporation (the "Company"), issued pursuant to the Sterling
Commerce, Inc. Employee Stock Purchase Plan (the "Plan").  The terms and
conditions of this Prospectus are governed by the provisions of the Plan and the
agreements thereunder.

     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 "SE."
On November 20, 1997, the closing price of the Common Stock on the NYSE was 
$35 1/16.

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

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 CONTRARY IS A CRIMINAL OFFENSE.

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

               The date of this Prospectus is November 21, 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 can 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 securities
issuable pursuant to the Plan offered hereby.  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 securities 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 period 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 Commerce, Inc., 4600 Lakehurst Court, Dublin,
Ohio 43016, Attention:  Albert K. Hoover, Senior Vice President and General
Counsel (telephone:  (614) 793-7000).

                                      -2-
THE COMPANY

     The Company is a leading provider of electronic data interchange and other
electronic commerce products and services worldwide.  The Company develops,
markets and supports electronic commerce software products and provides
electronic commerce network services that enable businesses to engage in
business-to-business electronic communications and transactions.  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) 981-1100.

                                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 covers the purchase from the Selling Stockholders of an
aggregate of up to 4,000,000 shares of Common Stock.  Information regarding the
identity of the Selling Stockholders, the number of purchase rights granted and
certain 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 incident to the offering and sale
of the Shares to the public made pursuant to this Prospectus other than
underwriting discounts or commissions, brokers' fees and the fees and expenses
of any counsel to the Selling Stockholders related thereto.

                                      -3-
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
 
Experts.......................... 4
 
Forward-Looking Information...... 4
 

                               4,000,000 SHARES

                            STERLING COMMERCE, INC.

                                 COMMON STOCK

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

                                  PROSPECTUS

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

                               NOVEMBER 21, 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 period ended
September 30, 1997.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of 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

     Not applicable.

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 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 

                                      II-1
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

     4.1 Sterling Commerce, Inc. Employee Stock Purchase Plan.

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

                                      II-2
(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  November 21, 1997.

                                  STERLING COMMERCE, INC.
 

                                  By:          /s/ WARNER C. BLOW
                                     ----------------------------------------
                                                 Warner C. Blow
                                      Chief Executive Officer and President

     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 November 21, 1997.

     Signatures                             Title
     ----------                             -----                          
 
                         
/s/ Warner C. Blow       Chief Executive Officer and President; Director
-----------------------          (Principal Executive Officer)          
   Warner C. Blow       

   Steven P. Shiflet*    Senior Vice President and Chief Financial Officer
-----------------------     (Principal Financial and Accounting Officer)
   Steven P. Shiflet

 Sterling L. Williams*           Chairman of the Board; Director
-----------------------
 Sterling L. Williams

      Sam Wyly*                             Director
-----------------------
      Sam Wyly

 Charles J. Wyly, Jr.*                      Director
-----------------------                     
  Charles J. Wyly, Jr.

    Evan A. Wyly*                           Director
-----------------------
    Evan A. Wyly

                                            Director
-----------------------
    Robert E. Cook

                                            Director
-----------------------
     Honor R. Hill

*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/ ALBERT HOOVER   
                                            ------------------------------------
                                                     Albert K. Hoover
                                                     Attorney-in-Fact

                                      II-4
INDEX TO EXHIBITS

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

   4.1         Sterling Commerce, Inc. Employee Stock Purchase Plan.

   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         Powers of Attorney.