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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. 333-11809
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withdrawn. All outstanding options exercisable pursuant to the Sterling
Software, Inc. Non-Statutory Stock Option Plan (the "Plan") have been exercised.
The shares issued under 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
