CHEYENNE SOFTWARE INC
8-K, 1996-05-02
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)  May 1, 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) 465-4000   

























                                  Page 1 of 3<PAGE>





         ITEM 5.  OTHER EVENTS.

                   On May 1, 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 May 1, 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 May 2, 1996             /s/ ReiJane Huai              
                                      Name:  ReiJane Huai
                                      Title:  President and Chief
                                              Executive Officer







































                                  Page 3 of 3<PAGE>





                                  EXHIBIT LIST

         20.   Press release dated May 1, 1996.

                                                              EXHIBIT 20



                        [LOGO]

                                            NEWS RELEASE

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


                 CHEYENNE SOFTWARE RESPONDS TO MCAFEE WITHDRAWAL


         ROSLYN HEIGHTS, N.Y., May 1, 1996 -- Cheyenne Software, Inc.
         (AMEX: CYE) today issued the following statement in response to
         McAfee's announcement that it has withdrawn its unsolicited
         proposal to effect a merger with Cheyenne:  "We are pleased by
         McAfee's decision to withdraw its unsolicited merger proposal.
         With the removal of this distracting issue, Cheyenne can now
         focus one hundred percent on our primary objective:  enhancing
         shareholder value by applying our many strategic, technologi-
         cal, and operational strengths to improve our financial perfor-
         mance.  In the weeks and months ahead, we will be communicating
         with our shareholders to report on our progress toward that
         objective."

         About Cheyenne Software
         Cheyenne Software, Inc. is an international developer of
         essential 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 Chey-
         enne[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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                     [CHEYENNE SOFTWARE, INC. ADDRESS FOOTER]


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