STERLING SOFTWARE INC
15-12B, 2000-04-12
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF
    THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
       UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                          Commission File Number 1-8465

                             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)

                     COMMON STOCK, PAR VALUE $0.10 PER SHARE
            including the Associated Preferred Stock Purchase Rights
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      none
- --------------------------------------------------------------------------------
                 (Titles of all other classes of securities for
                which a duty to file reports under Section 13(a)
                                or 15(d) remains)

                Please place an X in the box(es) to designate the
                  appropriate rule provision(s) relied upon to
                          terminate or suspend the duty
                                to file reports:

        Rule 12g-4(a)(1)(i)   /X/                      Rule 12h-3(b)(1)(i)  /X/
        Rule 12g-4(a)(1)(ii)  / /                      Rule 12h-3(b)(1)(ii) / /
        Rule 12g-4(a)(2)(i)   / /                      Rule 12h-3(b)(2)(i)  / /
        Rule 12g-4(a)(2)(ii)  / /                      Rule 12h-3(b)(2)(ii) / /
                                                       Rule 15d-6           / /

Approximate number of holders of record as of the certification or notice
date:         ONE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Sterling Software, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Date:  APRIL 12, 2000                 By:  /S/ STEVEN M. WOGHIN
       --------------                     --------------------------------------
                                            Name: Steven M. Woghin
                                            Title:  Vice President and Treasurer


Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.


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