<PAGE>
 
     As filed with the Securities and Exchange Commission on July 10, 1998

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

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

                                   FORM S-8

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

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

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

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

                  MYSTECH ASSOCIATES, INC. STOCK OPTION PLAN
                           (Full title of the plan)

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

                                WITH A COPY TO:

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

                       CALCULATION  OF  REGISTRATION  FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Title of                                                          Amount        Offering     Aggregate     Amount of
Securities to                                                      to be        Price per    Offering    Registration
be Registered                                                    Registered (2)  Share (3)    Price (3)     Fee (4)
<S>                                                              <C>            <C>          <C>         <C>
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share  (1). . . . . . .           174,146      $10.4876     $1,826,369     $538.78
=========================================================================================================================
</TABLE>

  (1) Includes associated rights to purchase shares of Series A Junior
      Participating Preferred Stock, par value $.10 per share, of Sterling
      Software, Inc. ("Sterling Software").
  (2) Represents the number of shares of Common Stock, par value $0.10 per
      share, of Sterling Software ("Common Stock") issuable upon the exercise of
      options granted pursuant to the Mystech Associates, Inc. Stock Option
      Plan, as amended (the "Plan"), that were outstanding at the effective time
      of the merger of Mystech Associates, Inc. with a wholly owned subsidiary
      of Sterling Software (the "Options"). Pursuant to Rule 416, there are
      registered hereunder such indeterminate number of additional shares as may
      become issuable upon the exercise of Options as a result of the
      antidilution provisions contained in the Plan.
  (3) The aggregate offering price represents the aggregate price payable upon
      the exercise of the Options. The offering price per share represents the
      quotient obtained by dividing the aggregate offering price by the number
      of shares of Common Stock issuable upon the exercise of the Options.
  (4) Computed in accordance with Rule 457(h).
================================================================================
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                               EXPLANATORY NOTE

          The information called for by Part I of this Registration Statement on
Form S-8 (this "Registration Statement") will be sent or given to holders of
Options in accordance with the provisions of Rule 428(b)(1) promulgated under
the Securities Act of 1933, as amended (the "Securities Act").  Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or included
in this Registration Statement.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

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

          (a)  Annual Report on Form 10-K for the fiscal year ended September
30, 1997 (Commission File No. 1-8465);

          (b)  Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1997 and March 31, 1998 and Current Report on Form 8-K, dated June
21, 1998;

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

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

In addition, all documents hereafter filed by Sterling Software pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

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

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable (securities to be offered are registered under Section
12 of the Exchange Act).

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters in connection with the validity of the Common
Stock registered hereby will be passed upon for Sterling Software by Jones, Day,
Reavis & Pogue. Michael C. French, a consultant to Jones, Day, Reavis & Pogue,
is a director and an employee of Sterling Software.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Sterling Software's Certificate of Incorporation (the "Certificate")
provides that the personal liability of directors of Sterling Software to
Sterling Software is eliminated to the maximum extent permitted by Delaware law.
The Certificate and Sterling Software's Bylaws (the "Bylaws") provide for the
indemnification of the directors, officers, employees and agents of Sterling
Software and its subsidiaries to the fullest extent that may be permitted by
Delaware law from time to time, and the Bylaws provide for various procedures
relating thereto.

          Although the Certificate generally absolves Sterling Software's
directors from personal liability for monetary damages resulting from breaches
of their fiduciary duty of care, Sterling Software's directors remain liable for
breaches of their duty of loyalty to Sterling Software and its stockholders, as
well as for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law and transactions from which a director
derives 

                                      II-1
<PAGE>
 
improper personal benefit. In addition, the Certificate does not absolve
directors of liability under Section 174 of the Delaware General Corporation
Law, which makes directors personally liable for unlawful dividends or unlawful
stock repurchases or redemptions in certain circumstances and expressly sets
forth a negligence standard with respect to such liability.

          Under Delaware law, directors, officers, employees, and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard of conduct is applicable
in the case of a derivative action, but indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the corporation.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

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

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

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

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

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

     5.1  Opinion of Jones, Day, Reavis & Pogue

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

    23.2  Consent of Ernst & Young LLP

    24.1  Powers of Attorney

                                      II-2
<PAGE>
 
ITEM 9.   UNDERTAKINGS

          A.  The Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                      II-3
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on July 10, 1998.


                                STERLING SOFTWARE, INC.


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


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 10, 1998.

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

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

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

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

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

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

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

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

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

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


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


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

                                      II-4
<PAGE>
 
                               INDEX TO EXHIBITS


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

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

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

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

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

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

     5.1       Opinion of Jones, Day, Reavis & Pogue

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

    23.2       Consent of Ernst & Young LLP

    24.1       Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20497}]
{"company-data": {"conformed-name": "STERLING SOFTWARE INC", "cik": "0000716714", "assigned-sic": "7372", "irs-number": "751873956", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58825", "film-number": "98663868"}, "business-address": {"street1": "300 CRESCENT COURT", "street2": "SUITE 1200", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2149811000"}, "mail-address": {"street1": "300 CRESCENT COURT", "street2": "SUITE 1200", "city": "DALLAS", "state": "TX", "zip": "75201"}}
As filed with the Securities and Exchange Commission on July 10, 1998

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

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

                                   FORM S-8

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

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

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

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

                  MYSTECH ASSOCIATES, INC. STOCK OPTION PLAN
                           (Full title of the plan)

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

                                WITH A COPY TO:

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

                       CALCULATION  OF  REGISTRATION  FEE
=========================================================================================================================
Title of                                                          Amount        Offering     Aggregate     Amount of
Securities to                                                      to be        Price per    Offering    Registration
be Registered                                                    Registered (2)  Share (3)    Price (3)     Fee (4)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share  (1). . . . . . .           174,146      $10.4876     $1,826,369     $538.78
=========================================================================================================================
(1) Includes associated rights to purchase shares of Series A Junior
      Participating Preferred Stock, par value $.10 per share, of Sterling
      Software, Inc. ("Sterling Software").
  (2) Represents the number of shares of Common Stock, par value $0.10 per
      share, of Sterling Software ("Common Stock") issuable upon the exercise of
      options granted pursuant to the Mystech Associates, Inc. Stock Option
      Plan, as amended (the "Plan"), that were outstanding at the effective time
      of the merger of Mystech Associates, Inc. with a wholly owned subsidiary
      of Sterling Software (the "Options"). Pursuant to Rule 416, there are
      registered hereunder such indeterminate number of additional shares as may
      become issuable upon the exercise of Options as a result of the
      antidilution provisions contained in the Plan.
  (3) The aggregate offering price represents the aggregate price payable upon
      the exercise of the Options. The offering price per share represents the
      quotient obtained by dividing the aggregate offering price by the number
      of shares of Common Stock issuable upon the exercise of the Options.
  (4) Computed in accordance with Rule 457(h).
================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                               EXPLANATORY NOTE

          The information called for by Part I of this Registration Statement on
Form S-8 (this "Registration Statement") will be sent or given to holders of
Options in accordance with the provisions of Rule 428(b)(1) promulgated under
the Securities Act of 1933, as amended (the "Securities Act").  Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or included
in this Registration Statement.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

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

          (a)  Annual Report on Form 10-K for the fiscal year ended September
30, 1997 (Commission File No. 1-8465);

          (b)  Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1997 and March 31, 1998 and Current Report on Form 8-K, dated June
21, 1998;

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

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

In addition, all documents hereafter filed by Sterling Software pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

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

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable (securities to be offered are registered under Section
12 of the Exchange Act).

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters in connection with the validity of the Common
Stock registered hereby will be passed upon for Sterling Software by Jones, Day,
Reavis & Pogue. Michael C. French, a consultant to Jones, Day, Reavis & Pogue,
is a director and an employee of Sterling Software.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Sterling Software's Certificate of Incorporation (the "Certificate")
provides that the personal liability of directors of Sterling Software to
Sterling Software is eliminated to the maximum extent permitted by Delaware law.
The Certificate and Sterling Software's Bylaws (the "Bylaws") provide for the
indemnification of the directors, officers, employees and agents of Sterling
Software and its subsidiaries to the fullest extent that may be permitted by
Delaware law from time to time, and the Bylaws provide for various procedures
relating thereto.

          Although the Certificate generally absolves Sterling Software's
directors from personal liability for monetary damages resulting from breaches
of their fiduciary duty of care, Sterling Software's directors remain liable for
breaches of their duty of loyalty to Sterling Software and its stockholders, as
well as for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law and transactions from which a director
derives 

                                      II-1
improper personal benefit. In addition, the Certificate does not absolve
directors of liability under Section 174 of the Delaware General Corporation
Law, which makes directors personally liable for unlawful dividends or unlawful
stock repurchases or redemptions in certain circumstances and expressly sets
forth a negligence standard with respect to such liability.

          Under Delaware law, directors, officers, employees, and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard of conduct is applicable
in the case of a derivative action, but indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the corporation.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

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

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

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

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

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

     5.1  Opinion of Jones, Day, Reavis & Pogue

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

    23.2  Consent of Ernst & Young LLP

    24.1  Powers of Attorney

                                      II-2
ITEM 9.   UNDERTAKINGS

          A.  The Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on July 10, 1998.

                                STERLING SOFTWARE, INC.

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 10, 1998.

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

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

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

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

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

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

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

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

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

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

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

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

                                      II-4
INDEX TO EXHIBITS

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

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

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

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

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

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

     5.1       Opinion of Jones, Day, Reavis & Pogue

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

    23.2       Consent of Ernst & Young LLP

    24.1       Powers of Attorney