<PAGE>
 
    As filed with the Securities and Exchange Commission on October 9, 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. DEFERRED COMPENSATION 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   Obligation    Price (1)         Fee
-------------------------------------------------------------------------------------------------------------------- 
<S>                                                            <C>          <C>          <C>           <C>
 
 
Deferred Compensation Obligations (2).  .  .  .  .  .  .  .    $20,000,000     100%       $20,000,000      $6,061
====================================================================================================================
</TABLE>

 (1) Estimated solely for the purpose of determining the registration fee.

 (2) The Deferred Compensation Obligations are unsecured obligations of Sterling
     Commerce, Inc. to pay deferred compensation in the future in accordance
     with the terms of the Sterling Commerce, Inc. Deferred Compensation Plan.

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

     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. Deferred Compensation 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.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     Sterling Commerce, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement (i) the Company's Annual Report on Form 10-K
for the period ended September 30, 1996, as amended, (ii) the Company's
Quarterly Reports on Form 10-Q for the three-month periods ended December 31,
1996, March 31, 1997 and June 30, 1997, and (iii) the Company's Current Reports
on Form 8-K dated September 30, 1996, December 18, 1996, May 7, 1997 and June
30, 1997.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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

     Under the Plan, the Company will provide directors, eligible employees and
certain consultants (each, an "eligible person") the opportunity to defer a
specified percentage of their cash compensation.  The obligations of the Company
under the Plan (the "Deferred Compensation Obligations") will be unsecured
general obligations of the Company to pay the deferred compensation and any
earnings thereon in the future in accordance with the terms of the Plan, and
will rank pari passu with other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding.  The following description of the Plan is
qualified in its entirety by reference to the Plan, a copy of which is filed as
an exhibit to this Registration Statement.

     The amount of compensation to be deferred by each eligible person who
elects to participate in the Plan (a "participant") will be determined in
accordance with the Plan based on elections by the participant.  Each Deferred
Compensation Obligation will be payable in accordance with the terms of the
Plan.  Under the Plan, the Company will deposit the amount of each participant's
deferred compensation in a trust that qualifies as a grantor trust under the
Internal Revenue Code of 1986, as amended (the "Code").  The Administrative
Committee appointed by the Board to administer the Plan (the "Committee") will
direct the trustee to invest an amount equal to each participant's deferred
compensation, as elected by the participant, in one or more investment funds
selected by the Committee.  Each participant's account will be credited with
compensation that the participant elects to defer, and any gains (or losses)
deemed to be incurred thereon.  All payments to participants in respect of their
Deferred Compensation Obligations will be subject to withholding for applicable
taxes.

     A participant's right or the right of any other person to the Deferred
Compensation Obligations cannot be alienated, anticipated, commuted, pledged,
encumbered or assigned.  The Deferred Compensation Obligations

                                      -2-
<PAGE>
 
are not subject to the debts, contracts, liabilities, engagements or torts of
any person entitled to receive benefits under the Plan.

     The Committee may amend, modify, suspend or terminate the Plan at any time;
provided however, that no Plan amendment, modification, suspension or
termination may (i) retroactively deprive any participant of any benefit vested
under the Plan, (ii) materially and adversely affect the interests of
participants without prior consent of at least 75% of the participants, (iii)
cause any participant's account to be distributed earlier than the time
contemplated by the Plan and the participant's elections without the prior
consent of the participant, or (iv) for a period of two years following a Change
in Control (as defined in the Plan), be effected without the prior consent of at
least 75% of the participants. Notwithstanding the foregoing, the Company may
unilaterally (i) amend, modify or suspend the Plan in the event that the Company
determines that such action is required in order to comply with the Code and
(ii) amend the Plan at any time to cause the cessation of deferrals of
compensation or to change the manner or terms of future deferrals by the
participants in any future year; provided however, that no such amendment may be
effected for a period of two years following a Change in Control.

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 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

                                      -3-
<PAGE>
 
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. Deferred Compensation 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;

         (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 end of the estimated maximum offering
       range may be reflected in the form of a 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;

       (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.

                                      -4-
<PAGE>
 
     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.

                                      -5-
<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 9, 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 October 9, 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

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

Honor R. Hill*                               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 K. HOOVER
                                  ----------------------------
                                         Albert K. Hoover
                                         Attorney-in-Fact
<PAGE>
 
                               INDEX TO EXHIBITS


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


   4.1         Sterling Commerce, Inc. Deferred Compensation 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": 20293}]
{"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": "333-37523", "film-number": "97693161"}, "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 October 9, 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. DEFERRED COMPENSATION 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   Obligation    Price (1)         Fee
--------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations (2).  .  .  .  .  .  .  .    $20,000,000     100%       $20,000,000      $6,061
====================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee.

 (2) The Deferred Compensation Obligations are unsecured obligations of Sterling
     Commerce, Inc. to pay deferred compensation in the future in accordance
     with the terms of the Sterling Commerce, Inc. Deferred Compensation Plan.

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

     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. Deferred Compensation 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.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     Sterling Commerce, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement (i) the Company's Annual Report on Form 10-K
for the period ended September 30, 1996, as amended, (ii) the Company's
Quarterly Reports on Form 10-Q for the three-month periods ended December 31,
1996, March 31, 1997 and June 30, 1997, and (iii) the Company's Current Reports
on Form 8-K dated September 30, 1996, December 18, 1996, May 7, 1997 and June
30, 1997.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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

     Under the Plan, the Company will provide directors, eligible employees and
certain consultants (each, an "eligible person") the opportunity to defer a
specified percentage of their cash compensation.  The obligations of the Company
under the Plan (the "Deferred Compensation Obligations") will be unsecured
general obligations of the Company to pay the deferred compensation and any
earnings thereon in the future in accordance with the terms of the Plan, and
will rank pari passu with other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding.  The following description of the Plan is
qualified in its entirety by reference to the Plan, a copy of which is filed as
an exhibit to this Registration Statement.

     The amount of compensation to be deferred by each eligible person who
elects to participate in the Plan (a "participant") will be determined in
accordance with the Plan based on elections by the participant.  Each Deferred
Compensation Obligation will be payable in accordance with the terms of the
Plan.  Under the Plan, the Company will deposit the amount of each participant's
deferred compensation in a trust that qualifies as a grantor trust under the
Internal Revenue Code of 1986, as amended (the "Code").  The Administrative
Committee appointed by the Board to administer the Plan (the "Committee") will
direct the trustee to invest an amount equal to each participant's deferred
compensation, as elected by the participant, in one or more investment funds
selected by the Committee.  Each participant's account will be credited with
compensation that the participant elects to defer, and any gains (or losses)
deemed to be incurred thereon.  All payments to participants in respect of their
Deferred Compensation Obligations will be subject to withholding for applicable
taxes.

     A participant's right or the right of any other person to the Deferred
Compensation Obligations cannot be alienated, anticipated, commuted, pledged,
encumbered or assigned.  The Deferred Compensation Obligations

                                      -2-
are not subject to the debts, contracts, liabilities, engagements or torts of
any person entitled to receive benefits under the Plan.

     The Committee may amend, modify, suspend or terminate the Plan at any time;
provided however, that no Plan amendment, modification, suspension or
termination may (i) retroactively deprive any participant of any benefit vested
under the Plan, (ii) materially and adversely affect the interests of
participants without prior consent of at least 75% of the participants, (iii)
cause any participant's account to be distributed earlier than the time
contemplated by the Plan and the participant's elections without the prior
consent of the participant, or (iv) for a period of two years following a Change
in Control (as defined in the Plan), be effected without the prior consent of at
least 75% of the participants. Notwithstanding the foregoing, the Company may
unilaterally (i) amend, modify or suspend the Plan in the event that the Company
determines that such action is required in order to comply with the Code and
(ii) amend the Plan at any time to cause the cessation of deferrals of
compensation or to change the manner or terms of future deferrals by the
participants in any future year; provided however, that no such amendment may be
effected for a period of two years following a Change in Control.

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 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

                                      -3-
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. Deferred Compensation 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;

         (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 end of the estimated maximum offering
       range may be reflected in the form of a 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;

       (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.

                                      -4-
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.

                                      -5-
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 9, 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 October 9, 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

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

Honor R. Hill*                               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 K. HOOVER
                                  ----------------------------
                                         Albert K. Hoover
                                         Attorney-in-Fact
INDEX TO EXHIBITS

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

   4.1         Sterling Commerce, Inc. Deferred Compensation 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.