<PAGE>
 
   As filed with the Securities and Exchange Commission on August 23, 1995.
                                                  Registration No. 33-__________
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                             _____________________

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

           Delaware                                          75-1873956
  (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                     Identification Number)

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

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

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

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

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

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

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
--------------------------------------------------------------------------------------------------
    Title of                           Proposed Maximum      Proposed Maximum
 Securities to be     Amount to be    Offering Price Per    Aggregate Offering      Amount of
   Registered          Registered          Share(1)             Price (1)        Registration Fee
--------------------------------------------------------------------------------------------------
<S>                  <C>              <C>                   <C>                  <C> 
Common Stock,
$0.10 par value      1,125,000 shares     $45.8750            $51,609,375.00         $17,796.34
--------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee are computed on the basis of the average of the high and low prices of
     the Common Stock, as reported by the New York Stock Exchange, on
     August 17, 1995.

     Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statement No. 33-53833 on Form S-8.
<PAGE>
 
PROSPECTUS


                               1,125,000 Shares

                            STERLING SOFTWARE, INC.

                                 Common Stock


     This Prospectus has been prepared by Sterling Software, Inc., a Delaware
corporation (the "Company"), for use upon resale by certain officers and
directors of the Company (the "Selling Stockholders") of up to 1,125,000 shares
(the "Shares") of Common Stock, par value $0.10 per share (the "Common Stock"),
of the Company. The Selling Stockholders have acquired and/or may in the future
acquire Shares from the Company pursuant to the exercise of outstanding options
heretofore granted and options to be hereafter granted to the Selling
Stockholders pursuant to the provisions of the Company's Incentive Stock Option
Plan (as amended, the "Incentive Plan") and/or the Company's Non-Statutory Stock
Option Plan (as amended, the "Non-Statutory Plan"). Of the 1,125,000 shares of
Common Stock covered by this Prospectus, 250,000 shares are subject to the
Incentive Plan and 875,000 of such shares are subject to the Non-Statutory Plan.
The Incentive Plan and the Non-Statutory Plan are sometimes collectively
referred to herein as the "Plans."

     The Shares may be sold from time to time by the Selling Stockholder or by
permitted transferrees.  Such sales 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 Stockholder or permitted transferrees participating agents, brokers or
dealers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and commissions or
discounts or any profit realized on the resale of such securities may be deemed
to be underwriting commissions or discounts under the Securities Act.  See "Plan
of Distribution."

     The Common Stock is listed for trading on the NYSE under the symbol "SSW."
On August 22, 1995, the closing price of the Common Stock on the NYSE was
$46.50. The Company will not receive any of the proceeds from the sales by
Selling Stockholders.


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

                The date of this Prospectus is August 23, 1995.

<PAGE>
 
                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of
the Commission at 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 from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C., 20549, at
prescribed rates.  The Common Stock is listed on the NYSE.  Reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of the NYSE at 20 Broad Street, New York, New York  10005.

     The Company has filed with the Commission a Registration Statement on Form
S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the offer and sale of the
Common Stock to be issued pursuant to the Plans. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain of the information
contained in the Registration Statement. Copies of the Registration Statement
are available from the Public Reference Section of the Commission at prescribed
rates. Statements contained herein concerning the provisions of documents filed
with the Registration Statement are necessarily summaries of such documents, and
each such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.

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


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

     (i)     Annual Report on Form 10-K (File No. 1-8465) for the year ended
             September 30, 1994, as amended by Form 10-K/A Amendment No. 1;

     (ii)    Quarterly Report on Form 10-Q for the quarter ended December 31,
             1994;

     (iii)   Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;

     (iv)    Quarterly Report on Form 10-Q/A for the quarter ended March 31,
             1995;

                                      -2-
<PAGE>
 
     (v)     Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;

     (vi)    Current Report on Form 8-K (File No. 1-8465) dated November 3,
             1994;
 
     (vii)   Current Report on Form 8-K (File No. 1-8465) dated November 14,
             1994;

     (viii)  Current Report on Form 8-K (File No. 1-8465) dated November 30,
             1994;

     (ix)    Current Report on Form 8-K (File No. 1-8465) dated February 28,
             1995; and

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

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

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


                                USE OF PROCEEDS

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

                                      -3-
<PAGE>
 
                             SELLING STOCKHOLDERS

     The following officers and directors of the Company are eligible to receive
shares of the Company's Common Stock upon exercise of options granted under the
Plans:

<TABLE>
<CAPTION>
                                                                       COMMON STOCK
                                                                        OFFERED FOR
                                                       OWNERSHIP OF       SELLING         AMOUNT AND
                                                       COMMON STOCK    STOCKHOLDERS'      PERCENTAGE
                               POSITION WITH             PRIOR TO      ACCOUNT UPON     OF CLASS AFTER
NAME                           THE COMPANY             OFFERING (1)      EXERCISE        OFFERING (2)
----                           -----------             -----------       --------        ------------

<S>                      <C>                           <C>             <C>              <C>
Warner C. Blow           Executive Vice President        257,600         256,250            1,350 *
                                                                          
Richard Connelly         Vice President and               18,844 (3)      17,000            1,844 (3)*
                         Controller                                       
                                                                          
Robert J. Donachie       Director                         61,100          61,000              100 *
                                                                          
George H. Ellis          Executive Vice President        150,000 (4)     150,000                0 
                         and Chief Financial                              
                         Officer                                          
                                                                          
Werner L. Frank          Executive Vice President,       264,687 (4)     263,500            1,187 (4)*
                         Business Development                             
                                                                          
Michael C. French        Director                         95,800 (5)      65,000           30,800 (5)*
                                                                          
Albert K. Hoover         Vice President, Assistant        20,340 (6)       7,800           12,540 (6)*
                         Secretary and Assistant                          
                         General Counsel                                  
                                                                          
James E. Jenkins, Jr.    Vice President, Tax and          19,495 (7)      12,526            6,969 (7)*
                         Assistant Secretary                              
                                                                          
M. Gene Konopik          Executive Vice President        137,474 (8)     108,000           29,474 (8)*
                                                                          
Jeannette P. Meier       Executive Vice President,       183,225 (9)     154,050           29,175 (9)*
                         Secretary and General                            
                         Counsel                                          
                                                                          
Donald R. Miller, Jr.    Director                         70,000(10)      30,000           40,000(10)*
                                                                          
Phillip A. Moore         Executive Vice President,       161,024(11)     128,875           32,149(11)*
                         Technology and Director                          
                                                                          
A. Maria Smith           Executive Vice President        225,000(12)     165,000           60,000(12)*
                                                                          
Clive A. Smith           Executive Vice President        192,938(13)     168,100           24,838(13)*
                                                                          
Geno P. Tolari           Executive Vice President        195,313(14)      95,313          100,000(14)*
                                                                          
Anne Vahala              Vice President, Investor         53,438(15)      41,000           12,438(15)*
                         Relations                                        
                                                                          
Sterling L. Williams     President, Chief              1,154,000(16)     200,000          954,000(16)
                         Executive                                                           (4.368%)
                         Officer and Director
</TABLE> 

                                      -4-
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                       COMMON STOCK
                                                                        OFFERED FOR
                                                       OWNERSHIP OF       SELLING         AMOUNT AND
                                                       COMMON STOCK    STOCKHOLDERS'      PERCENTAGE
                               POSITION WITH             PRIOR TO      ACCOUNT UPON     OF CLASS AFTER
NAME                           THE COMPANY             OFFERING (1)      EXERCISE        OFFERING (2)
----                           -----------             -----------       --------        ------------  
<S>                   <C>                              <C>             <C>              <C> 
Evan A. Wyly          Vice President and               186,440(17)            40,000       146,440(17)*
                      Director
</TABLE> 
 
__________________

*  Indicates shares held are less than 1% of class.
 

(1)  Includes shares to be acquired upon exercise of options granted under the
     Plans, some of which are not exercisable within 60 days of the date of this
     Prospectus.
(2)  Assumes the exercise of all options granted under the Plans and the sale of
     the Common Stock acquired thereby.
(3)  Includes 1,844 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(4)  Includes 90 shares held in escrow in connection with the Company's
     acquisition of KnowledgeWare, Inc.
(5)  Includes 30,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(6)  Includes 12,540 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(7)  Includes 6,969 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(8)  Includes 24,350 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus, and 1,324 shares
     held in escrow in connection with the Company's acquisition of
     KnowledgeWare, Inc.
(9)  Includes 24,400 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(10) Includes 40,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, none of which are
     exercisable within 60 days of the date of this Prospectus.
(11) Includes 150 shares directly held by Mr. Moore's son.
(12) Includes 60,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(13) Includes 24,838 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.

                                      -5-
<PAGE>
 
(14) Includes 100,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(15) Includes 12,438 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, none of which are
     exercisable within 60 days of the date of this Prospectus.
(16) Includes 625,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan and 325,000 shares
     purchasable pursuant to options granted under the Company's 1994 Non-
     Statutory Stock Option Plan, all of which are exercisable within 60 days of
     the date of this Prospectus.
(17) Includes 33,686 shares purchasable pursuant to warrants that will become
     fully exercisable within 60 days of the date of this Prospectus. Also
     includes 60,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, none of which are
     exercisable within 60 days of the date of this Prospectus.


                             PLAN OF DISTRIBUTION

     The Shares offered hereby may be sold from time to time by the Selling
Stockholder or permitted transferees.  The Shares may be disposed of from time
to time 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 purchaser, (iii) through underwriters
or dealers who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholder or permitted transferees
and/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 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 Stockholder or
permitted transferees, 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.

     The Company will pay all of the expenses incident to the offering and sale
of the Shares to the public other than underwriting discounts or commissions,
brokers' fees and the fees and expenses of any counsel to the Selling
Stockholder related thereto.

     In the event of a material change in the plan of distribution disclosed in
this Prospectus, the Selling Stockholder will not be able to effect transactions
in the Shares pursuant to this

                                      -6-
<PAGE>
 
Prospectus until such time as a post-effective amendment to the Registration
Statement is filed with, and declared effective by, the Commission.


                                 LEGAL MATTERS

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


                                    EXPERTS

     The consolidated financial statements and financial statement schedules
appearing in Sterling's Annual Report on Form 10-K for the year ended September
30, 1994, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated by reference
herein, which as to the year ended September 30, 1992, is based in part on the
report of Arthur Andersen LLP, independent public accountants. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.

     The consolidated financial statements of KnowledgeWare, Inc. and
subsidiaries as of June 30, 1994 and 1993 and for each of the three years in the
period ending June 30, 1994 incorporated by reference in this Prospectus have
been incorporated herein in reliance on the report, which includes an
explanatory paragraph about KnowledgeWare, Inc.'s ability to continue as a going
concern, of Coopers & Lybrand L.L.P., independent certified public accountants,
given upon authority of that firm as experts in accounting and auditing.

                                INDEMNIFICATION

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

     Article IX of the Company's Certificate of Incorporation, as amended,
provides that, to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.  Article IX of the Company's
Restated Bylaws provides for indemnification of officers and directors.  In
addition, the Company has entered into Indemnity Agreements with each of its
officers and directors

                                      -7-
<PAGE>
 
pursuant to which such officers and directors may be indemnified against losses
arising from certain claims, including claims under the Securities Act, which
may be made by reason of their being officers or directors.

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

                                      -8-
<PAGE>
 
No person has been authorized in
connection with the offering made
hereby to give any information or to
make any representation not contained
in this Prospectus and, if given or
made, such information or              
representation must not be relied upon 
as having been authorized by the       
Company does not constitute an offer to
sell or a solicitation of an offer to  
buy any securities to any person or by 
anyone in any jurisdiction where such  
offer or solicitation would be         
unlawful. Neither the delivery of this 
Prospectus nor any sale made hereunder 
shall, under any circumstances, create 
any implication that the information   
contained herein is correct as of any  
date subsequent to the date hereof.    
                                       
      ------------------------         
                                       
        TABLE OF CONTENTS              
        -----------------              
                                       
<TABLE>                                
<CAPTION>                              
                               Page    
                               ----    
<S>                          <C>       
                                       
Available Information.........  2      
                                                                              
Incorporation of Certain                                     
   Documents by Reference.....  2
 
Use of Proceeds...............  3
 
Selling Stockholders..........  4
 
Plan of Distribution..........  6
 
Legal Matters.................  7
 
Experts.......................  7
 
Indemnification...............  7
</TABLE>      



           1,125,000 SHARES            
                                       
                                       
                                       
                                       
                                       
                                       
          STERLING SOFTWARE,            
                 INC.                   
                                       
                                       
                                       
            COMMON STOCK               
                                       
                                       
                                       
           ---------------              
                                       
                                       
             PROSPECTUS                
                                       
                                       
           ---------------              
                                       
                                       
                                       
           August 23, 1995         

<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

     (i)     Annual Report on Form 10-K (File No. 1-8465) for the year ended
             September 30, 1994, as amended by Form 10-K/A Amendment No. 1;

     (ii)    Quarterly Report on Form 10-Q for the quarter ended December 31,
             1994;

     (iii)   Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;

     (iv)    Quarterly Report on Form 10-Q/A for the quarter ended March 31,
             1995;

     (v)     Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;

     (vi)    Current Report on Form 8-K (File No. 1-8465) dated November 3,
             1994;

     (vii)   Current Report on Form 8-K (File No. 1-8465) dated November 14,
             1994;

     (viii)  Current Report on Form 8-K (File No. 1-8465) dated November 30,
             1994;

     (ix)    Current Report on Form 8-K (File No. 1-8465) dated February 28,
             1995; and

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

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

                                      II-1
<PAGE>
 
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

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

     Not applicable.

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

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

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

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

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

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

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

     Not applicable.

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

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

<TABLE> 
<CAPTION> 
Exhibit
Number    Description of Exhibit
--------  ----------------------

<S>       <C> 
4.1       Certificate of Incorporation of the Registrant.(1)

4.2       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.3       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.4       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.5       Restated Bylaws of the Registrant.(2)

4.6       Form of Common Stock Certificate.(3)

5         Opinion of Jackson & Walker, L.L.P.(4)

15        None.

23.1      Consent of Ernst & Young LLP.(4)

23.2      Consent of Arthur Andersen LLP.(4)

23.3      Consent of Coopers & Lybrand L.L.P.(4)

23.4      Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
          Exhibit 5 to this Registration Statement).(4)

24        Power of Attorney (appearing on page II-6 of this Registration
          Statement).(4)

28        None.

99.1      Incentive Stock Option Plan of the Registrant (as amended through
          April 26, 1995).(4)

99.2      Non-Statutory Stock Option Plan of the Registrant (as amended through
          June 15, 1995).(4)
</TABLE> 

                                      II-3
<PAGE>
 
---------------------------------

(1)    Previously filed as an exhibit to the Registrant's Registration Statement
       No. 33-59107 Pre-Effective Amendment No. 1 to From S-3 and incorporated
       herein by reference.

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

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

(4)    Filed herewith.


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

     (a)   The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                      II-5
<PAGE>
 
                               POWER OF ATTORNEY


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


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 23rd day of August,
1995.

                                       STERLING SOFTWARE, INC.



                                       By:  /s/ Jeannette P. Meier
                                          --------------------------------------

                                               Name:  Jeannette P. Meier
                                                    ----------------------------

                                               Title:  Executive Vice President
                                                     ---------------------------

                                      II-6
<PAGE>
 
                                  SIGNATURES

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

<TABLE>
<CAPTION>
           Signatures                         Title                 Date
           ----------                         -----                 ----
<S>                               <C>                            <C>      
                                        President, Chief
                                        Executive Officer
/s/ Sterling L. Williams                  and Director             8/23/95
--------------------------------- (Principal Executive Officer) 
     Sterling L. Williams
                                    Executive Vice President
                                            and Chief
/s/ George H. Ellis                     Financial Officer          8/23/95
---------------------------------   (Principal Financial and
      George H. Ellis                  Accounting Officer)

/s/ Sam Wyly                             Chairman of the           8/23/95
---------------------------------
        Sam Wyly                       Board of Directors

/s/ Charles J. Wyly, Jr.              Vice Chairman of the         8/23/95
---------------------------------
     Charles J. Wyly, Jr.              Board of Directors

/s/ Evan A. Wyly                            Director               8/23/95
---------------------------------
        Evan A. Wyly

/s/ Michael C. French                       Director               8/23/95
---------------------------------
     Michael C. French

/s/ Robert J. Donachie                Chairman of the Audit        8/23/95
---------------------------------
     Robert J. Donachie              Committee and Director

/s/ Phillip A. Moore                Executive Vice President,      8/23/95
---------------------------------
      Phillip A. Moore               Technology and Director


/s/ Robert E. Cook                          Director               8/23/95
---------------------------------
      Robert E. Cook


/s/ Donald R. Miller, Jr.                   Director               8/23/95
---------------------------------
    Donald R. Miller, Jr.

                                            Director
/s/ Francis A. Tarkenton                                           8/23/95
---------------------------------
      Francis A. Tarkenton
</TABLE>

                                      II-7
<PAGE>
 
                               INDEX TO EXHIBITS

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

4.2       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.3       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.4       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.5       Restated Bylaws of the Registrant.(2)

4.6       Form of Common Stock Certificate.(3)

5         Opinion of Jackson & Walker, L.L.P.(4)

15        None.

23.1      Consent of Ernst & Young LLP.(4)

23.2      Consent of Arthur Andersen LLP.(4)

23.3      Consent of Coopers & Lybrand L.L.P.(4)

23.4      Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
          Exhibit 5 to this Registration Statement).(4)

24        Power of Attorney (appearing on page II-6 of this Registration
          Statement).(4)

28        None.

99.1      Incentive Stock Option Plan of the Registrant (as amended through
          April 26, 1995).(4)

99.2      Non-Statutory Stock Option Plan of the Registrant (as amended through
          June 15, 1995).(4)
</TABLE> 

________________________________

(1)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-59107 Pre-Effective Amendment No. 1 to From S-3 and incorporated
     herein by reference.

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

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

(4)  Filed herewith.

                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FROM S-8", "secsgml_size_bytes": 48098}]
As filed with the Securities and Exchange Commission on August 23, 1995.
                                                  Registration No. 33-__________
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                             _____________________

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

           Delaware                                          75-1873956
  (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                     Identification Number)

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

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

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

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

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

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

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
    Title of                           Proposed Maximum      Proposed Maximum
 Securities to be     Amount to be    Offering Price Per    Aggregate Offering      Amount of
   Registered          Registered          Share(1)             Price (1)        Registration Fee
--------------------------------------------------------------------------------------------------
Common Stock,
$0.10 par value      1,125,000 shares     $45.8750            $51,609,375.00         $17,796.34
--------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee are computed on the basis of the average of the high and low prices of
     the Common Stock, as reported by the New York Stock Exchange, on
     August 17, 1995.

     Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statement No. 33-53833 on Form S-8.
PROSPECTUS

                               1,125,000 Shares

                            STERLING SOFTWARE, INC.

                                 Common Stock

     This Prospectus has been prepared by Sterling Software, Inc., a Delaware
corporation (the "Company"), for use upon resale by certain officers and
directors of the Company (the "Selling Stockholders") of up to 1,125,000 shares
(the "Shares") of Common Stock, par value $0.10 per share (the "Common Stock"),
of the Company. The Selling Stockholders have acquired and/or may in the future
acquire Shares from the Company pursuant to the exercise of outstanding options
heretofore granted and options to be hereafter granted to the Selling
Stockholders pursuant to the provisions of the Company's Incentive Stock Option
Plan (as amended, the "Incentive Plan") and/or the Company's Non-Statutory Stock
Option Plan (as amended, the "Non-Statutory Plan"). Of the 1,125,000 shares of
Common Stock covered by this Prospectus, 250,000 shares are subject to the
Incentive Plan and 875,000 of such shares are subject to the Non-Statutory Plan.
The Incentive Plan and the Non-Statutory Plan are sometimes collectively
referred to herein as the "Plans."

     The Shares may be sold from time to time by the Selling Stockholder or by
permitted transferrees.  Such sales 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 Stockholder or permitted transferrees participating agents, brokers or
dealers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and commissions or
discounts or any profit realized on the resale of such securities may be deemed
to be underwriting commissions or discounts under the Securities Act.  See "Plan
of Distribution."

     The Common Stock is listed for trading on the NYSE under the symbol "SSW."
On August 22, 1995, the closing price of the Common Stock on the NYSE was
$46.50. The Company will not receive any of the proceeds from the sales by
Selling Stockholders.

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

                The date of this Prospectus is August 23, 1995.
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of
the Commission at 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 from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C., 20549, at
prescribed rates.  The Common Stock is listed on the NYSE.  Reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of the NYSE at 20 Broad Street, New York, New York  10005.

     The Company has filed with the Commission a Registration Statement on Form
S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the offer and sale of the
Common Stock to be issued pursuant to the Plans. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain of the information
contained in the Registration Statement. Copies of the Registration Statement
are available from the Public Reference Section of the Commission at prescribed
rates. Statements contained herein concerning the provisions of documents filed
with the Registration Statement are necessarily summaries of such documents, and
each such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.

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

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

     (i)     Annual Report on Form 10-K (File No. 1-8465) for the year ended
             September 30, 1994, as amended by Form 10-K/A Amendment No. 1;

     (ii)    Quarterly Report on Form 10-Q for the quarter ended December 31,
             1994;

     (iii)   Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;

     (iv)    Quarterly Report on Form 10-Q/A for the quarter ended March 31,
             1995;

                                      -2-
(v)     Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;

     (vi)    Current Report on Form 8-K (File No. 1-8465) dated November 3,
             1994;
 
     (vii)   Current Report on Form 8-K (File No. 1-8465) dated November 14,
             1994;

     (viii)  Current Report on Form 8-K (File No. 1-8465) dated November 30,
             1994;

     (ix)    Current Report on Form 8-K (File No. 1-8465) dated February 28,
             1995; and

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

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

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

                                USE OF PROCEEDS

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

                                      -3-
SELLING STOCKHOLDERS

     The following officers and directors of the Company are eligible to receive
shares of the Company's Common Stock upon exercise of options granted under the
Plans:
COMMON STOCK
                                                                        OFFERED FOR
                                                       OWNERSHIP OF       SELLING         AMOUNT AND
                                                       COMMON STOCK    STOCKHOLDERS'      PERCENTAGE
                               POSITION WITH             PRIOR TO      ACCOUNT UPON     OF CLASS AFTER
NAME                           THE COMPANY             OFFERING (1)      EXERCISE        OFFERING (2)
----                           -----------             -----------       --------        ------------
Warner C. Blow           Executive Vice President        257,600         256,250            1,350 *
                                                                          
Richard Connelly         Vice President and               18,844 (3)      17,000            1,844 (3)*
                         Controller                                       
                                                                          
Robert J. Donachie       Director                         61,100          61,000              100 *
                                                                          
George H. Ellis          Executive Vice President        150,000 (4)     150,000                0 
                         and Chief Financial                              
                         Officer                                          
                                                                          
Werner L. Frank          Executive Vice President,       264,687 (4)     263,500            1,187 (4)*
                         Business Development                             
                                                                          
Michael C. French        Director                         95,800 (5)      65,000           30,800 (5)*
                                                                          
Albert K. Hoover         Vice President, Assistant        20,340 (6)       7,800           12,540 (6)*
                         Secretary and Assistant                          
                         General Counsel                                  
                                                                          
James E. Jenkins, Jr.    Vice President, Tax and          19,495 (7)      12,526            6,969 (7)*
                         Assistant Secretary                              
                                                                          
M. Gene Konopik          Executive Vice President        137,474 (8)     108,000           29,474 (8)*
                                                                          
Jeannette P. Meier       Executive Vice President,       183,225 (9)     154,050           29,175 (9)*
                         Secretary and General                            
                         Counsel                                          
                                                                          
Donald R. Miller, Jr.    Director                         70,000(10)      30,000           40,000(10)*
                                                                          
Phillip A. Moore         Executive Vice President,       161,024(11)     128,875           32,149(11)*
                         Technology and Director                          
                                                                          
A. Maria Smith           Executive Vice President        225,000(12)     165,000           60,000(12)*
                                                                          
Clive A. Smith           Executive Vice President        192,938(13)     168,100           24,838(13)*
                                                                          
Geno P. Tolari           Executive Vice President        195,313(14)      95,313          100,000(14)*
                                                                          
Anne Vahala              Vice President, Investor         53,438(15)      41,000           12,438(15)*
                         Relations                                        
                                                                          
Sterling L. Williams     President, Chief              1,154,000(16)     200,000          954,000(16)
                         Executive                                                           (4.368%)
                         Officer and Director
-4-
COMMON STOCK
                                                                        OFFERED FOR
                                                       OWNERSHIP OF       SELLING         AMOUNT AND
                                                       COMMON STOCK    STOCKHOLDERS'      PERCENTAGE
                               POSITION WITH             PRIOR TO      ACCOUNT UPON     OF CLASS AFTER
NAME                           THE COMPANY             OFFERING (1)      EXERCISE        OFFERING (2)
----                           -----------             -----------       --------        ------------
Evan A. Wyly          Vice President and               186,440(17)            40,000       146,440(17)*
                      Director
__________________

*  Indicates shares held are less than 1% of class.
 

(1)  Includes shares to be acquired upon exercise of options granted under the
     Plans, some of which are not exercisable within 60 days of the date of this
     Prospectus.
(2)  Assumes the exercise of all options granted under the Plans and the sale of
     the Common Stock acquired thereby.
(3)  Includes 1,844 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(4)  Includes 90 shares held in escrow in connection with the Company's
     acquisition of KnowledgeWare, Inc.
(5)  Includes 30,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(6)  Includes 12,540 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(7)  Includes 6,969 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(8)  Includes 24,350 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus, and 1,324 shares
     held in escrow in connection with the Company's acquisition of
     KnowledgeWare, Inc.
(9)  Includes 24,400 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(10) Includes 40,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, none of which are
     exercisable within 60 days of the date of this Prospectus.
(11) Includes 150 shares directly held by Mr. Moore's son.
(12) Includes 60,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(13) Includes 24,838 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.

                                      -5-
(14) Includes 100,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, some of which are not
     exercisable within 60 days of the date of this Prospectus.
(15) Includes 12,438 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, none of which are
     exercisable within 60 days of the date of this Prospectus.
(16) Includes 625,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan and 325,000 shares
     purchasable pursuant to options granted under the Company's 1994 Non-
     Statutory Stock Option Plan, all of which are exercisable within 60 days of
     the date of this Prospectus.
(17) Includes 33,686 shares purchasable pursuant to warrants that will become
     fully exercisable within 60 days of the date of this Prospectus. Also
     includes 60,000 shares purchasable pursuant to options granted under the
     Company's 1992 Non-Statutory Stock Option Plan, none of which are
     exercisable within 60 days of the date of this Prospectus.

                             PLAN OF DISTRIBUTION

     The Shares offered hereby may be sold from time to time by the Selling
Stockholder or permitted transferees.  The Shares may be disposed of from time
to time 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 purchaser, (iii) through underwriters
or dealers who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholder or permitted transferees
and/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 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 Stockholder or
permitted transferees, 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.

     The Company will pay all of the expenses incident to the offering and sale
of the Shares to the public other than underwriting discounts or commissions,
brokers' fees and the fees and expenses of any counsel to the Selling
Stockholder related thereto.

     In the event of a material change in the plan of distribution disclosed in
this Prospectus, the Selling Stockholder will not be able to effect transactions
in the Shares pursuant to this

                                      -6-
Prospectus until such time as a post-effective amendment to the Registration
Statement is filed with, and declared effective by, the Commission.

                                 LEGAL MATTERS

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

                                    EXPERTS

     The consolidated financial statements and financial statement schedules
appearing in Sterling's Annual Report on Form 10-K for the year ended September
30, 1994, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated by reference
herein, which as to the year ended September 30, 1992, is based in part on the
report of Arthur Andersen LLP, independent public accountants. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.

     The consolidated financial statements of KnowledgeWare, Inc. and
subsidiaries as of June 30, 1994 and 1993 and for each of the three years in the
period ending June 30, 1994 incorporated by reference in this Prospectus have
been incorporated herein in reliance on the report, which includes an
explanatory paragraph about KnowledgeWare, Inc.'s ability to continue as a going
concern, of Coopers & Lybrand L.L.P., independent certified public accountants,
given upon authority of that firm as experts in accounting and auditing.

                                INDEMNIFICATION

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

     Article IX of the Company's Certificate of Incorporation, as amended,
provides that, to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.  Article IX of the Company's
Restated Bylaws provides for indemnification of officers and directors.  In
addition, the Company has entered into Indemnity Agreements with each of its
officers and directors

                                      -7-
pursuant to which such officers and directors may be indemnified against losses
arising from certain claims, including claims under the Securities Act, which
may be made by reason of their being officers or directors.

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

                                      -8-
No person has been authorized in
connection with the offering made
hereby to give any information or to
make any representation not contained
in this Prospectus and, if given or
made, such information or              
representation must not be relied upon 
as having been authorized by the       
Company does not constitute an offer to
sell or a solicitation of an offer to  
buy any securities to any person or by 
anyone in any jurisdiction where such  
offer or solicitation would be         
unlawful. Neither the delivery of this 
Prospectus nor any sale made hereunder 
shall, under any circumstances, create 
any implication that the information   
contained herein is correct as of any  
date subsequent to the date hereof.    
                                       
      ------------------------         
                                       
        TABLE OF CONTENTS              
        -----------------
Page    
                               ----
Available Information.........  2      
                                                                              
Incorporation of Certain                                     
   Documents by Reference.....  2
 
Use of Proceeds...............  3
 
Selling Stockholders..........  4
 
Plan of Distribution..........  6
 
Legal Matters.................  7
 
Experts.......................  7
 
Indemnification...............  7
1,125,000 SHARES            
                                       
                                       
                                       
                                       
                                       
                                       
          STERLING SOFTWARE,            
                 INC.                   
                                       
                                       
                                       
            COMMON STOCK               
                                       
                                       
                                       
           ---------------              
                                       
                                       
             PROSPECTUS                
                                       
                                       
           ---------------              
                                       
                                       
                                       
           August 23, 1995
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

     (i)     Annual Report on Form 10-K (File No. 1-8465) for the year ended
             September 30, 1994, as amended by Form 10-K/A Amendment No. 1;

     (ii)    Quarterly Report on Form 10-Q for the quarter ended December 31,
             1994;

     (iii)   Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;

     (iv)    Quarterly Report on Form 10-Q/A for the quarter ended March 31,
             1995;

     (v)     Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;

     (vi)    Current Report on Form 8-K (File No. 1-8465) dated November 3,
             1994;

     (vii)   Current Report on Form 8-K (File No. 1-8465) dated November 14,
             1994;

     (viii)  Current Report on Form 8-K (File No. 1-8465) dated November 30,
             1994;

     (ix)    Current Report on Form 8-K (File No. 1-8465) dated February 28,
             1995; and

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

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

                                      II-1
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

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

     Not applicable.

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

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

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

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

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

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

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

     Not applicable.

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

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

4.2       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.3       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.4       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.5       Restated Bylaws of the Registrant.(2)

4.6       Form of Common Stock Certificate.(3)

5         Opinion of Jackson & Walker, L.L.P.(4)

15        None.

23.1      Consent of Ernst & Young LLP.(4)

23.2      Consent of Arthur Andersen LLP.(4)

23.3      Consent of Coopers & Lybrand L.L.P.(4)

23.4      Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
          Exhibit 5 to this Registration Statement).(4)

24        Power of Attorney (appearing on page II-6 of this Registration
          Statement).(4)

28        None.

99.1      Incentive Stock Option Plan of the Registrant (as amended through
          April 26, 1995).(4)

99.2      Non-Statutory Stock Option Plan of the Registrant (as amended through
          June 15, 1995).(4)
II-3
---------------------------------

(1)    Previously filed as an exhibit to the Registrant's Registration Statement
       No. 33-59107 Pre-Effective Amendment No. 1 to From S-3 and incorporated
       herein by reference.

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

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

(4)    Filed herewith.

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

     (a)   The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                      II-5
POWER OF ATTORNEY

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

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 23rd day of August,
1995.

                                       STERLING SOFTWARE, INC.

                                       By:  /s/ Jeannette P. Meier
                                          --------------------------------------

                                               Name:  Jeannette P. Meier
                                                    ----------------------------

                                               Title:  Executive Vice President
                                                     ---------------------------

                                      II-6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures                         Title                 Date
           ----------                         -----                 ----
President, Chief
                                        Executive Officer
/s/ Sterling L. Williams                  and Director             8/23/95
--------------------------------- (Principal Executive Officer) 
     Sterling L. Williams
                                    Executive Vice President
                                            and Chief
/s/ George H. Ellis                     Financial Officer          8/23/95
---------------------------------   (Principal Financial and
      George H. Ellis                  Accounting Officer)

/s/ Sam Wyly                             Chairman of the           8/23/95
---------------------------------
        Sam Wyly                       Board of Directors

/s/ Charles J. Wyly, Jr.              Vice Chairman of the         8/23/95
---------------------------------
     Charles J. Wyly, Jr.              Board of Directors

/s/ Evan A. Wyly                            Director               8/23/95
---------------------------------
        Evan A. Wyly

/s/ Michael C. French                       Director               8/23/95
---------------------------------
     Michael C. French

/s/ Robert J. Donachie                Chairman of the Audit        8/23/95
---------------------------------
     Robert J. Donachie              Committee and Director

/s/ Phillip A. Moore                Executive Vice President,      8/23/95
---------------------------------
      Phillip A. Moore               Technology and Director

/s/ Robert E. Cook                          Director               8/23/95
---------------------------------
      Robert E. Cook

/s/ Donald R. Miller, Jr.                   Director               8/23/95
---------------------------------
    Donald R. Miller, Jr.

                                            Director
/s/ Francis A. Tarkenton                                           8/23/95
---------------------------------
      Francis A. Tarkenton
II-7
INDEX TO EXHIBITS
Exhibit
Number         Description of Exhibit
------         ----------------------
4.1       Certificate of Incorporation of the Registrant.(1)

4.2       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.3       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.4       Certificate of Amendment of Certificate of Incorporation of the
          Registrant.(1)

4.5       Restated Bylaws of the Registrant.(2)

4.6       Form of Common Stock Certificate.(3)

5         Opinion of Jackson & Walker, L.L.P.(4)

15        None.

23.1      Consent of Ernst & Young LLP.(4)

23.2      Consent of Arthur Andersen LLP.(4)

23.3      Consent of Coopers & Lybrand L.L.P.(4)

23.4      Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
          Exhibit 5 to this Registration Statement).(4)

24        Power of Attorney (appearing on page II-6 of this Registration
          Statement).(4)

28        None.

99.1      Incentive Stock Option Plan of the Registrant (as amended through
          April 26, 1995).(4)

99.2      Non-Statutory Stock Option Plan of the Registrant (as amended through
          June 15, 1995).(4)
________________________________

(1)  Previously filed as an exhibit to the Registrant's Registration Statement
     No. 33-59107 Pre-Effective Amendment No. 1 to From S-3 and incorporated
     herein by reference.

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

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

(4)  Filed herewith.

                                      II-8