CHEYENNE SOFTWARE INC
8-K, 1996-04-18
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-K


                                 CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934


    Date of Report (Date of earliest event reported)  April 17, 1996


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


         DELAWARE                 1-9189                  13-3175893     
     (State or Other            (Commission              (IRS Employer
     jurisdiction of            File Number)          Identification No.)
      incorporation)


      3 Expressway Plaza, Roslyn Heights, NY                     11577   
    (Address of principal executive offices)                   (Zip Code)


    Registrant's telephone number, including area code   (516) 484-5110   

























                                  Page 1 of 3<PAGE>





         ITEM 5.  OTHER EVENTS.

                   On April 17, 1996, Cheyenne Software, Inc., issued
         the press release attached hereto as Exhibit 20, which is
         hereby incorporated herein by reference.


         ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

              (c)  Exhibits.

              20.    Press release dated April 17, 1996.












































                                  Page 2 of 3<PAGE>





                                   SIGNATURE



                   Pursuant to the requirements of the Securities
         Exchange Act of 1934, the registrant has duly caused this
         report to be signed on its behalf by the undersigned hereunto
         duly authorized.


                                      CHEYENNE SOFTWARE, INC.


         Date April 17, 1996          /s/ ReiJane Huai              
                                      Name:  ReiJane Huai
                                      Title:  President and Chief
                                              Executive Officer







































                                  Page 3 of 3<PAGE>





                                  EXHIBIT LIST

         20.   Press release dated April 17, 1996.

                                                              EXHIBIT 20






                                  Contacts:  Roy Winnick/Richard Wolff
                                             Kekst and Company
                                             (212) 593-2655


                          CHEYENNE SOFTWARE NOT FOR SALE


         Roslyn Heights, N.Y., April 17, 1996 -- ReiJane Huai, Chairman,
         President and Chief Executive Officer of Cheyenne Software,
         Inc. (AMEX: CYE), today said, "Cheyenne Software, Inc. is not
         for sale and has absolutely no interest in pursuing the merger
         proposal by McAfee Associates, which our Board unanimously
         determined is not in the best interests of our shareholders and
         customers.  The Cheyenne Board has always been and continues to
         be committed to achieving long-term value for the Company's
         shareholders.  However, I and the Cheyenne Board have serious
         concerns about McAfee's business and the value of its stock."

         Mr. Huai further stated that he is shocked by the series of
         misstatements, misinformation and hyperbole by Bill Larson,
         McAfee's Chief Executive Officer, since Monday.



         About Cheyenne Software
         Cheyenne Software, Inc. is an international developer of es-
         sential software solutions for NetWare, Windows NT, UNIX,
         Macintosh, OS/2, Windows 3.1 and Windows 95 operating systems.
         Its enterprise-wide offerings include an array of storage man-
         agement, security, and communications products, including
         Cheyenne[R] HSM, JETserve[TM], InocuLAN[R], FAXserve[TM], and
         its flagship product line, the ARCserve[R] family of network
         backup software.  Cheyenne can be contacted at (800) 243-9462
         (U.S. or Canada) or (516) 465-4000, or by visiting its WWW home
         page at:  http://www.cheyenne.com.

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