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[Letterhead of Sterling Software, Inc.]
October 2, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: STERLING SOFTWARE, INC. -- REGISTRATION STATEMENT ON FORM S-3
COMMISSION FILE NO. 333-11807
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
"Securities Act"), Sterling Software, Inc. (the "Company") requests that the
above-referenced Registration Statement (the "Registration Statement") be
withdrawn. The shares issued or issuable pursuant to options granted under the
Sterling Software, Inc. 1992 Non-Statutory Stock Option Plan (the "Plan") were
previously registered under the Securities Act. No further options will be
granted under the Plan, obviating the need for the Registration Statement.
Very truly yours,
STERLING SOFTWARE, INC.
By:/s/ Don J. McDermett, Jr.
--------------------------------
Don J. McDermett, Jr.
Vice President, Legal
cc: Nancy K. Oremland
Securities and Exchange Commission
James E. O'Bannon
Jones, Day, Reavis & Pogue
