CHEYENNE SOFTWARE INC, S-8, 1996-03-12

CHEYENNE SOFTWARE INC
S-8, 1996-03-12
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE

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As filed with the Securities and Exchange Commission on March 12, 1996
Registration No. 33-_________

================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------

FORM S-8/S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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

Delaware 13-3175893
- ------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

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

Cheyenne Software, Inc. 1987 Non-Qualified Stock Option Plan, as amended
Cheyenne Software, Inc. 1989 Incentive Stock Option Plan, as amended
Cheyenne Software, Inc. 1992 Stock Option Plan for Outside Directors
--------------------------------------------------------------------
(Full title of the plan)

ReiJane Huai, President
Cheyenne Software, Inc.
3 Expressway Plaza
Roslyn Heights, New York 11577
----------------------------------
(Name and address of agent for service)

(516) 484-5110
--------------------------------------------------------------
(Telephone number, including area code, of agent for service)

Copy to:
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
(212) 735-8600

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

-----------------------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. []

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. []

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. []

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus contained herein is a combined prospectus relating to this
Registration Statement and the Registrant's registration statement on Form S-8
and Form S-3, File No. 33-74612.

<PAGE>

CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>

Proposed
Title of Securities Amount to be Proposed Maximum Maximum Amount of
to be Registered Registered1, 4 Offering Price Per Aggregate Offering Registration Fee
Share2 Price
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share,
issuable upon exercise
of plan options 670,168 $23.250 $15,581,406.00 $5,372.90

Common Stock, par value
$0.01 per share,
issuable upon exercise
of plan options 25,000 $20.500 $512,500.00 $176.72

Common Stock, par value
$0.01 per share,
issuable upon exercise
of plan options 312,875 $12.750 $3,989,156.25 $1,375.57

Common Stock, par value
$0.01 per share,
issuable upon exercise
of plan options 260,000 $23.250 $6,045,000.00 $2,084.48

Common Stock, par value
$0.01 per share,
issuable upon exercise
of plan options 1,631,957 $21.813 $35,597,878.04 $12,275.13

Total Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21,284.80

</TABLE>

1 Indicates the aggregate number of additional shares of Common Stock
authorized and reserved for issuance under the 1987 Non-Qualified Stock
Option Plan, as amended, and the 1989 Incentive Stock Option Plan, as
amended. The increase in the number of shares of Common Stock reserved
for issuance under the 1987 Non-Qualified Plan was approved by the
Registrant's stockholders at the Registrant's annual meeting of
stockholders held on December 15, 1994, and increases in the number of
shares of Common Stock reserved for issuance under the 1989 Incentive
Stock Option Plan was approved by the Registrant's stockholders at
Registrant's annual meetings of stockholders held on December 15, 1994 and
December 14, 1995.

2 Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h).

3 Based on the average of the high and the low sale prices of the
Registrant's Common Stock on the American Stock Exchange on
March 8, 1996.

4 Includes 3,640,372 shares of Common Stock (as adjusted for the
three-for-two stock split paid in the form of a 50% stock dividend
on March 29, 1994) which were previously registered in the Registrant's
registration statement on Form S-8 and Form S-3, File No. 33-74612.
A registration fee with respect to such shares was previously paid with
the registration statement on Form S-8 and Form S-3, File No. 33-74612.

Also registered hereunder are an indeterminable number of shares of Common
Stock which may be issued pursuant to anti-dilution provisions of the
option plans.

<PAGE>

EXPLANATORY NOTE

This Registration Statement contains two parts. The first part contains a
prospectus pursuant to Form S-3 (in accordance with Section C of the General
Instructions to Form S-8) which covers reoffers and resales of shares of Common
Stock of the Registrant which previously have been issued or which shall be
issued upon the exercise of options granted pursuant to the Cheyenne Software,
Inc. 1987 Non-Qualified Stock Option Plan, as amended (the "Non-Qualified
Plan"), the Cheyenne Software, Inc. 1989 Incentive Stock Option Plan, as amended
(the "Incentive Plan"), and the Cheyenne Software, Inc. 1992 Stock Option Plan
for Outside Directors (the "Outside Directors Plan"). The second part contains
Information Required in the Registration Statement pursuant to Part II of Form
S-8 and certain items from Information Not Required in Prospectus pursuant to
Part II of Form S-3. Pursuant to the Note to Part I of Form S-8, the Plan
Information specified by Part I is being separately provided to Registrant's
employees, officers, directors and consultants as specified by Rule 428(b)(l)
and is not being filed with the Securities and Exchange Commission.

<PAGE>

CHEYENNE SOFTWARE, INC.

Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K

Regulation S-K
Item No. and Caption Item No. Location in Prospectus
-------------------- -------- ----------------------

1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus . . . . . . . . . 501(a) Cover of Registration
Statement
(b) This Cross Reference
Sheet
(c) Outside Front Cover
2. Inside Front and Outside Back
Cover Pages of Prospectus . . . . . 502(a) Available Information
(b) Inapplicable
(c) Incorporation of Certain
Documents by Reference
(d)-(f) Inapplicable
(g) Inside Front Cover

3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges. 503(a) Inapplicable
(b) Incorporation of Certain
Documents by Reference
(c) Risk Factors
(d) Inapplicable

4. Use of Proceeds . . . . . . . . . . 504 Use of Proceeds

5. Determination of Offering Price . . 505 Outside Front Cover Page;
Plan of Distribution

6. Dilution . . . . . . . . . . . . . 506 Inapplicable

7. Selling Security-Holders . . . . . . 507 Selling Security-Holders

8. Plan of Distribution . . . . . . . . 508 (a)-(b) Inapplicable
(c)-(d) Plan of Distribution
(e)-(j) Inapplicable

9. Description of Securities to be
Registered . . . . . . . . . . . . . 202 (a)-(f) Inapplicable

10. Interests of Named Experts and Counsel 509 Inapplicable

11. Material Changes . . . . . . . . . . - Inapplicable

12. Incorporation of Certain Information by
Reference . . . . . . . . . . . - Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . 510 Indemnification

iii

<PAGE>

TABLE OF CONTENTS

Description Page No.
- ----------- --------

Available Information . . . . . . . . . . . . . . . . . . . . . . . . 3

Incorporation of Certain Documents by Reference . . . . . . . . . . . . 3

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . 11

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 15

Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

<PAGE>

PROSPECTUS
(FORM S-3)

CHEYENNE SOFTWARE, INC.

6,540,372 Shares of Common Stock
($0.01 Par Value Per Share)

This Prospectus relates to 6,540,372 shares (the "Shares") of common stock,
$0.01 par value per share (the "Common Stock"), of Cheyenne Software, Inc., a
Delaware corporation (the "Company" or "Cheyenne"), which may be sold from time
to time by the selling stockholders named herein (the "Selling Stockholders").
The Shares have been issued or are issuable to the Selling Stockholders pursuant
to and upon the exercise of options (the "Options") granted or which may be
granted under certain stock option agreements between the Company and the
Selling Stockholders. The Company has received or will receive various amounts
ranging from approximately $5.26 to $26.125 for each Share issued upon the
exercise of Options. The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Stockholders. All expenses of registration
incurred in connection with this offering are being borne by the Company, but
all selling and other expenses incurred by the Selling Stockholders in
connection with the sale of the Shares will be borne by them.

The Company is not aware of any underwriting arrangements with respect to
the sale by the Selling Stockholders of any of the Shares.

The Shares may be offered by or for the account of the Selling
Stockholders, from time to time, on the American Stock Exchange or on any stock
exchange on which the Shares may be listed at the time of sale, in negotiated
transactions, or through a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The Selling
Stockholders may effect such transactions by selling Shares to or through
broker-dealers who may receive compensation in the form of discounts,
concessions, or commissions from the Selling Stockholders and/or the purchasers
of Shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer might be
in excess of customary commissions). Any broker-dealer acquiring Shares from a
Selling Shareholder may sell such Shares in its normal market making activities,
through other brokers on a principal or agency basis, in negotiated
transactions, or through a combination of such methods. See "Selling
Stockholders" and "Plan of Distribution."

<PAGE>

The Common Stock is traded on the American Stock Exchange under the symbol
"CYE". On March 8, 1996, the closing price of the Common Stock on the
American Stock Exchange was $21.625 per share.

FOR INFORMATION CONCERNING THE COMPANY'S CURRENT FINANCIAL POSITION AND
OTHER IMPORTANT FACTORS, SEE "RISK FACTORS" AND "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."

THE PURCHASE OF SECURITIES BEING OFFERED HEREBY IS SUBJECT TO CERTAIN
MATERIAL RISKS. SEE "RISK FACTORS" AT PAGES 5-11 OF THIS PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

No person has been authorized to give any information or to make any
representation other than as contained or incorporated by reference in this
Prospectus, and any information or representation not contained or incorporated
by reference herein should not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer of any securities other
than those described on the cover page or an offer to sell or a solicitation of
an offer to buy the Shares in any State or other jurisdiction where, or to any
person to whom, it is unlawful to make such offer. Neither the delivery of this
Prospectus nor any sales made hereunder, under any circumstances, shall create
any implication that there has been no change in the affairs of the Company
between the date hereof and the date of any such sale.

The date of this Prospectus is March 12, 1996.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices: the Northeast
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048,
and the Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained by
written request from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is
traded on the American Stock Exchange, with an office at 86 Trinity Place, New
York, New York 10006, and the Company's reports and proxy statements may be
inspected at such offices.

A registration statement on Form S-8/S-3, together with all amendments,
exhibits and documents incorporated therein by reference (the "Registration
Statement"), has been filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Shares offered by this Prospectus.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Statements in this Prospectus as
to the contents of exhibits are not necessarily complete, and each statement is
qualified in all respects by reference to the copies of documents filed or
incorporated by reference as exhibits to the Registration Statement or otherwise
filed with the Commission. See also "Incorporation of Certain Documents by
Reference."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents (or parts thereof) filed with the Commission by the
Company are incorporated by reference in this Prospectus:

1. Annual Report on Form 10-K for the fiscal year ended June 30,
1995;

2. Annual Report on Form 10-K/A, Amendment No. 1, for the fiscal year
ended June 30, 1995;

3. Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 1995 and December 31, 1995;

<PAGE>

4. Definitive Proxy Statement, dated November 6, 1995, for the
Annual Meeting of Stockholders held on December 14, 1995; and

5. The description of the Common Stock contained in the Registration
Statement filed under the Exchange Act registering the Common Stock
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment indicating that all of the Shares offered
hereby have been sold, or deregistering all of the Shares that, at the time of
such post-effective amendment, remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company shall furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, copies of any or all of the documents
which are incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Written or telephone requests for such documents should be
directed to Mr. Elliot Levine, Executive Vice President, Senior Financial
Officer and Treasurer, Cheyenne Software, Inc., 3 Expressway Plaza, Roslyn
Heights, New York 11577. The Company's telephone number is (516) 484-5110.

<PAGE>

RISK FACTORS

The following factors should be carefully considered in evaluating the
Company and its business before purchasing the securities offered hereby.

1. Competition and Technological Change.
------------------------------------

The computer software industry is highly competitive. The Company
faces substantial competition in connection with the development and marketing
of its products. The industry is also characterized by significant and rapid
technological advances. Many of the Company's competitors have substantially
greater capital resources, larger research and development staffs and other
facilities than the Company, and have established reputations for success in the
development, distribution and/or sale of computer-related products. Cheyenne's
products, having been focused on particular segments of the LAN market, have
enjoyed wide acceptance. Cheyenne is therefore susceptible to the risk that its
target market segments could change in character or that others might develop
and market technologically superior products. In either case, demand for the
Company's products might decrease. If Cheyenne is unable to develop the new
products needed to compete in such evolving markets, its operations likely will
suffer. Competitors include software development companies such as Computer
Associates International, Inc., IBM, Legato Systems, Inc., Tecmar, Intel,
Seagate Corporation, which includes the Arcada and Palindrome product lines,
Microsoft Corp., Novell, Inc., EMC Corp., Sterling Software, Inc. and Symantec
Corporation, as well as other software developers servicing the LAN marketplace.

2. Uncertainties Inherent in the Software Business.
-----------------------------------------------

A profitable company engaged in software development and marketing has
the ability to: (1) finance its software development projects; (2) hire
qualified engineers/programmers to upgrade its existing software and to develop
new software; and (3) successfully market its software products. Such company's
potential for future success must be considered in light of the expenses, delays
and complications frequently encountered in connection with the development and
marketing of new products and the highly competitive environment in which such a
company operates. The development of software products requires continuous
research and development, and their attendant costs. Although management is
optimistic that Cheyenne's products will continue to be favorably received by
trade publications and the computer industry, whether Cheyenne will operate
profitably in the future will depend upon its ability to continue to develop new
and to improve existing LAN and WAN products, or other niche market products
prior to, or in a more technologically advanced form than its competitors, and
successfully to market such software products. There is no assurance that the
Company will be able to generate sufficient operating revenue from marketing its
current products to cover the cost of undertaking and developing new products of
a kind and quality which will allow it to continue to compete successfully.
There can

<PAGE>

be no assurance that the Company will be able to develop new products in a
timely manner in relation to customer demand and the products being offered by
the Company's competition, if at all. In addition, the Company's ability to
maintain a competitive position in light of the industry's reliance on
continuous technological development will depend, in a significant part, on its
ability to continue to attract and retain qualified and highly skilled
engineers/programmers. Finally, even after the successful development of a
product, gaining market acceptance of a new product requires substantial effort
and money to inform potential customers and trade publications of such new
product's distinctive characteristics in order to generate customer interest and
demand.

3. Returns and Exchanges; Price Protection.
---------------------------------------

The Company is exposed to the risk of product returns and exchanges
from its distributors. The Company generally allows its distributors, subject to
certain limitations, to exchange purchased products. Although the Company
believes that it provides an adequate allowance for sales returns and exchanges,
there can be no assurance that actual sales returns and exchanges in the future
will not exceed the Company's allowance. In particular, should any new product
experience a high rate of bugs or other performance difficulties, or should the
Company misjudge the demand for newly introduced products, the Company could
experience a significantly higher rate of returns or exchanges than has
historically been the case.

In addition, the Company's policy is to protect the Company's
distributors in the event of a price reduction. Should the Company lower the
list price on products, the Company's distributors would receive a Company
credit in an amount approximately equal to the reduction in the distributors
expected revenue for the affected products in the distributors' inventories at
the time of the price reduction. Although through the date of this Prospectus
there have been no such price reductions, there can be no assurance that in the
future there will not be such reductions with accompanying price protection
credits.

4. New Product Developments; Distribution Channels
-----------------------------------------------

A substantial portion of the Company's revenues are derived from
products that function in a Novell NetWare operating environment. The Company
has introduced products that function in other operating environments, most
significantly, in Unix and Microsoft NT. There can be no assurance that the
Company's efforts to further develop Unix and Microsoft NT and other products
compatible with other operating environments, will be technologically
successful, that any resulting products will achieve market acceptance or that
Cheyenne will elect to develop software products for the operating environments
that ultimately are accepted by the marketplace. The failure to do so may
materially adversely affect the Company. It is anticipated that some of these
new products will not be sold in Cheyenne's traditional channel of distribution.
The success of these products will therefore in part be determined by the
Company's ability to develop and maintain relationships with new channels of
distribution. There can be no assurance that Cheyenne

<PAGE>

will be able to develop these relationships or that such relationships, if
developed, will be successful.

5. Product Concentration.
---------------------

The Company historically has derived approximately 80+% of its
revenues from the ARCserve product line, substantially all of which supports the
Novell NetWare operating system. Although the Company has recently increased
sales of ARCserve supporting Windows NT, Unix and other operating systems and
intends to devote significant resources to further increase such sales,
increased sales in the other portions of the market like Windows NT may not be
sufficient in the foreseeable future to offset any decline or slowing in
revenues from NetWare products. Therefore, the success of ARCserve for NetWare
and in particular new Version 6 is critical to the future success of the
Company. The failure of ARCserve 6 to obtain broad market acceptance, whether
due to competition, product quality or other factors, would have a material
adverse effect on the Company's business. In addition, even if ARCserve 6 is
broadly accepted, sales of this and the Company's other NetWare products are
linked closely with the growth in the market for the NetWare operating system.
The apparent slowing in the growth of the NetWare market, the Company's
significant dependence on this market, and general uncertainty in the networking
operating system market created by the competition between Microsoft and Novell,
subjects the Company's performance to increased volatility.

6. Software Product Development
----------------------------

It is not uncommon for companies in the software industry to
experience significant delays in introducing new products due to delays in
product development and "debugging" of new programs. It is expected as the
Company introduces products that are increasingly more complex, the development
cycles will become longer and more expensive. The Company has experienced such
delays in developing, completing or shipping new or enhanced products, and such
delays are possible to happen to the Company again in the future. Such delays
could make the Company's products less competitive, and could have a negative
impact on the Company's operating results.

7. Major Customers
---------------

The Company is not dependent on any single customer. Nonetheless, one
distributor customer accounted for approximately 14% of the Company's revenues
in the fiscal year ended June 30, 1995. Changes in the purchasing pattern of
that customer, or any of the Company's major customers could result in material
changes to the Company's operating results.

8. Lack of Predictability of Future Operating Results on a Quarterly
-----------------------------------------------------------------
Basis.
------

Quarterly results are difficult to predict until the end of each
quarter and may fluctuate significantly from quarter to quarter. The difficulty
in making quarterly predictions is caused by

<PAGE>

the fact that most product orders are booked and delivered within the same
quarter. Furthermore, a high percentage of the Company's revenues are earned in
the third month of each fiscal quarter and tend to be concentrated in the latter
half of that month.

9. Retention of Key Personnel.
--------------------------

Due to the technical nature of the Company's business, the Company's
ability to develop competitive and marketable products in its highly specialized
field depends in large part on its ability to attract and retain qualified
engineering, programming, technical and management personnel. Although the
Company believes that it has been successful in attracting and retaining skilled
and experienced personnel, future expansion is dependent upon the hiring of
additional, and the retention of currently employed, qualified technical and
marketing personnel.

10. Intellectual Property Rights.
----------------------------

The Company's success depends in part upon its technological expertise
and proprietary product designs. The Company relies upon its trade secret
program and, to a lesser extent, upon unpatented know-how and copyrights to
protect its proprietary technologies. The Company is the owner of a United
States Patent and has filed additional patent applications. There can be no
assurance that these steps will be adequate to deter misappropriation or
infringement of its proprietary technologies. Further, given the rapid
evolution of technology and uncertainties in intellectual property law, there
can be no assurance that the Company's current or future products will not be
determined to infringe proprietary rights of others, or alternatively, that if
the Company asserts that another is infringing on its proprietary rights, it
will succeed in obtaining a favorable judicial determination. If such a
determination of infringement were to occur, no assurance can be given that the
Company would be able to obtain the requisite licenses or rights to use such
technology upon reasonable terms, if at all.

11. No Dividends. The Company has not paid any cash dividends since its
------------
inception, and it is not anticipated that cash dividends will be paid in the
foreseeable future.

12. Litigation. The Company is a party to the material pending legal
----------
proceedings set forth below (collectively, the "Proceedings"):

a. IN RE CHEYENNE SOFTWARE, INC. SECURITIES LITIGATION
Master File No. 94 Civ. 2771 (TCP)

On or about June 11, 1994, a securities fraud class action
Complaint, entitled BELL V. CHEYENNE SOFTWARE, INC., ET AL., was filed in the
United States District Court for the Eastern District of New York. The lawsuit
names as defendants the Company and several of its officers and directors. In
the following weeks, several other similar lawsuits were filed in the Eastern
District of New York. The actions allege securities fraud claims under Sections
10(b)

<PAGE>

and 20 of the Exchange Act, and seek compensatory damages on behalf of all the
shareholders who purchased shares between approximately January 24, 1994 and
approximately June 17, 1994, as well as attorneys' fees and costs. The gravamen
of the actions is that the Company and the individual defendants made
misrepresentations and omissions to the public, which caused the Company's stock
to be artificially inflated. The suits rely on what is known as the "fraud on
the market" theory of liability.

On July 20, 1994, the Court ordered that all of the actions be
consolidated under the caption of IN RE CHEYENNE SOFTWARE, INC. SECURITIES
LITIGATION. On March 8, 1995, plaintiffs filed an Amended Complaint. On March
23, 1995, plaintiffs served a Motion for Class Certification. The Company has
contested certain aspects of that Motion, and the Court has yet to issue a
ruling. On April 11, 1995, the Company served a Motion to Dismiss certain of
the claims alleged in the Amended Complaint. The Motion to Dismiss is expected
to be heard by March-June, 1996.

The defendants deny any and all liability and intend to vigorously
defend against the claims.

b. RAND V. OXENHORN, ET AL.
Delaware Chancery Court (New Castle County) No. 13583

On or about June 27, 1994, a shareholder derivative Complaint,
entitled RAND V. OXENHORN, ET AL., was filed in the Court of Chancery for the
State of Delaware in and for New Castle County. The lawsuit, purportedly filed
derivatively on behalf of the Company, names as defendants eleven of its present
or former officers and directors. The Complaint's factual allegations are
similar to those of IN RE CHEYENNE SOFTWARE, INC. SECURITIES LITIGATION
described above. However, instead of securities fraud claims, the action
alleges that the defendants breached their fiduciary obligations to the Company.
The suit seeks a variety of compensatory damages as well as attorneys' fees.

On August 19, 1994, the defendants filed a Motion to Dismiss on
the grounds that (1) the plaintiff failed to comply with the pleading and demand
requirements of a derivative action and (2) the pleadings fail to state a claim
upon which relief may be granted. On October 14, 1994, and before defendants'
Motion to Dismiss was ruled on, an Amended Complaint was filed only naming as
defendants six of Cheyenne's officers or directors. Cheyenne filed a Motion to
Dismiss the Amended Complaint on the same grounds listed above on February 16,
1995.

The defendants deny any and all liability and intend to vigorously
defend against the claims.

<PAGE>

c. SEC FORMAL PRIVATE INVESTIGATION

On June 28, 1994, the Commission commenced an Informal Inquiry
into Cheyenne. On or about April 14, 1995, the Commission advised the Company
that it had issued a Formal Order of Private Investigation of the Company. The
Private Investigation is a continuation of the Informal Inquiry. The Formal
Order, among other things, enables the Commission to utilize its subpoena powers
to obtain relevant information from third parties as well as the Company. The
Private Investigation relates to possible violations of federal securities laws.
The Company has been cooperating and intends to continue cooperating fully with
the Commission.

d. JWANCO, INC., ET AL. V. CHEYENNE SOFTWARE, INC., ET AL.
California Superior Court (County of Alameda) No. H-183331-1

On or about May 2, 1995, plaintiffs JWANCO, Inc. (formerly known
as Bit Software, Inc.), Jonathan Wan, Yau Ki Chuck, Norman Chan, David Law and
David Wong filed an action in the Superior Court of California in and for the
County of Alameda against the Company, Cheyenne Communications, Inc., a wholly-
owned subsidiary of the Company, and several of its officers, directors and
employees. The Complaint alleges breach of contract, fraud, wrongful
termination, negligent infliction of emotional distress, and a number of other
related torts. The essence of the allegations is that the defendants breached
agreements and defrauded JWANCO, Inc., and the individual plaintiffs in
connection with the Company's acquisition of certain assets and assumption of
certain liabilities of Bit Software, Inc. on May 19, 1994. These allegations
are substantially similar to those IN RE CHEYENNE SOFTWARE, INC. SECURITIES
LITIGATION described above. In addition, the Complaint alleges, on behalf of
plaintiff Jonathan Wan only, wrongful termination and a variety of other causes
of action relating to the employment and termination of the employment of
Jonathan Wan by Cheyenne Communications. The defendants have removed the action
to the United States District Court, and have moved to transfer it to New York.
Management of the Company, based on advice of outside legal counsel, does not
believe that the ultimate resolution of this lawsuit will have a material
adverse affect on the financial position or results of operations of the
Company.

Although no answer has yet been filed, the defendants deny any and
all liability and intend to vigorously defend against the claims.

e. BEIER V. CHEYENNE SOFTWARE, INC., ET AL.
Master File No. 95 Civ. 2275 (DRH)

On or about September 26, 1995, a Complaint was filed against the
Company and one of its officers alleging fraudulent and negligent
misrepresentation. The plaintiff alleges that misrepresentations were made to
him by one of the Company's officers in connection with the plaintiffs
investment decision in Cheyenne's common stock in June, 1994. The Company
motion to consolidate this action with IN RE CHEYENNE SOFTWARE, INC. SECURITIES

<PAGE>

LITIGATION described above was recently denied. On January 26, 1996, the
Company served a Motion to Dismiss all of the claims alleged in the Complaint.
The Motion to Dismiss is expected to be heard by June, 1996.

The defendants deny any and all liability and intend to vigorously
defend against the claims.

f. PCPC V. CHEYENNE SOFTWARE, INC., ET AL.
United States District Court (District of Delaware) Case No. 95-
301 (SLR)

On May 19, 1995, Personal Computer Peripherals Corporation
("PCPC") filed a lawsuit in the United States District Court for the District of
Delaware, Case No. 95-301(SLR), naming Cheyenne, Legato Systems, Inc., Arcada
Software, Artisoft, Palindrome (a subsidiary of Seagate) and Symantec as
defendants. PCPC alleges infringement of patent No. 5,135,065, entitled "Backup
Computer Program for Networks" issued to PCPC on July 21, 1992. PCPC is seeking
an injunction against infringement of its patent, treble damages, attorneys'
fees and other damages. On July 10, 1995, Cheyenne answered the Complaint and
denied any and all liability.

Cheyenne intends to vigorously defend against the claims.
Management of the Company, based on advice of outside legal counsel, does not
believe that the ultimate resolution of this lawsuit will have a material
adverse affect on the financial position or results of the operations of the
Company.

USE OF PROCEEDS

Selling Stockholders
- --------------------

The Shares which may be sold under this Prospectus will be sold for the
respective accounts of each of the Selling Stockholders. Accordingly, the
Company will not realize any proceeds from the sale of the Shares. The Company,
however, will derive net proceeds of approximately $35,489,065 if all of the
currently unexercised Options are exercised. Such proceeds will be available to
the Company for working capital and general corporate purposes. No assurance
can be given, however, as to when or if any or all of the Options will be
exercised. See "Selling Stockholders" and "Plan of Distribution."

SELLING STOCKHOLDERS

Identity of Selling Stockholders; Number of Shares Offered
- ----------------------------------------------------------

The following table sets forth (i) the name of each Selling Stockholder,
(ii) the nature of any position, office, or other material relationship which
each such Selling Stockholder has had with

<PAGE>

the Company or any of its affiliates within the last three (3) years, (iii) the
number of Shares owned by each such Selling Stockholder prior to the offering,
(iv) the number of Shares offered for each such Selling Stockholder's account,
and (v) the number of Shares and the percentage owned by each such Selling
Stockholder after completion of the offering, assuming that all Shares offered
pursuant to this Prospectus are sold. All Shares and unexercised Options,
depending on the date of their purchase or grant, have been adjusted to reflect
the three-for-two stock split paid in the form of a 50% stock dividend on March
29, 1994, the three-for-two stock split paid in the form of a 50% stock dividend
on April 8, 1993, and the three-for-two stock split paid in the form of a 50%
stock dividend on March 25, 1992.

<PAGE>
<TABLE><CAPTION>
Number of Shares
Owned of Record
Relationship Total Shares Number of Shares After the Offering,
Selling to Owned Prior to Offered for Selling Assuming That All
Stockholder The Company Offering(1) Stockholder's Account Shares Are Sold(1) Percent(2)
- ----------- ----------- ----------------- --------------------- --------------- -------

<S> <C> <C> <C> <C> <C>
Michael Adler Vice President, 0 63,000(3) 0 *
Assistant Secretary
and General Counsel

Rino Bergonzi Director 2,500** 33,750(4) 2,500** *

Yuda Doron Executive Vice President 500** 240,000(5) 500** *

Doris Granatowski Executive Vice President -
Operations 0 85,000(6) 0 *

ReiJane Huai Chairman of the 70,608 462,500(7) 70,608 *
Board, President, and
Chief Executive Officer

Alan Kaufman Executive Vice President - 0 287,500(8) 0 *
Sales and Secretary

Richard Kramer Director 33,750 67,500(9) 33,750 *

Wayne Lam General Manager- 43,858*** 46,000(10) 43,858*** *
NetWare Division

Elliot Levine Executive Vice 126,500 320,000(11) 126,500 *
President,
Senior Financial
Officer, and Treasurer

James McNiel Executive Vice 33,750 355,000(12) 33,750 *
President-
Business Development

Bernard Rubien Director 0 50,625(13) 0 *

Ginette Wachtel Director 0 67,500(9) 0 *

______________________
</TABLE>
* Represents less than 1% of the outstanding shares of Common Stock.
** Includes shares of Common Stock owned by his wife.
*** Includes shares of Common Stock owned jointly with his wife and shares of
Common Stock owned by Hollow Lane Technologies, Inc. (formerly known as
Applied Programming Technologies, Inc.), in which Mr. Lam and his wife each
have an equity interest.

(1) Does not include shares of Common Stock which may be acquired through the
exercise of stock options, whether or not such stock options are presently
exercisable.
(2) Based on 39,661,563 shares of Common Stock outstanding (excluding 2,035,000
treasury shares), which includes (i) 37,542,188 shares of Common Stock
outstanding as of the date of this Prospectus (excluding 2,035,000
treasury shares and excluding 37,945 shares in respect of options
exercised prior to the date hereof which will be issued by the Company's
transfer agent), and (ii) 2,073,375 shares of Common Stock which are to
be issued to certain Selling Stockholders pursuant to the exercise of
their options. Does not include shares of Common Stock, issuable upon
the exercise of certain options, which were previously registered on Form
S-3, Registration No. 33-26340, dated February 14, 1989, or shares of
Common Stock, issuable upon the exercise of certain options, which were
previously registered on Form S-3, Registration No. 33-43328, dated
January 2, 1992.
(3) Represents 63,000 shares of Common Stock acquirable under the Incentive
Plan.
(4) Consists of 33,750 shares of Common Stock acquirable under the Outside
Directors Plan.
(5) Represents 240,000 shares of Common Stock acquirable under the
Non-Qualified Plan.
(6) Represents 85,000 shares of Common Stock acquirable under the Incentive
Plan.
(7) Represents 462,500 shares of Common Stock acquirable under the
Non-Qualified Plan.
(8) Represents 287,500 shares of Common Stock acquirable under the
Non-Qualified Plan.
(9) Represents 67,500 shares of Common Stock acquirable under the Outside
Directors Plan.
(10) Represents 31,000 shares of Common Stock acquirable under the Incentive
Plan and 15,000 shares of Common Stock acquirable under the Non-Qualified
Plan.
(11) Represents 315,000 shares of Common Stock acquirable under the
Non-Qualified Plan and 5,000 shares previously acquired under the
Non-Qualified Plan.
(12) Represents 355,000 shares of Common Stock acquirable under the
Non-Qualified Plan.
(13) Represents 50,625 shares of Common Stock acquirable under the Outside
Directors Plan.

<PAGE>

Michael B. Adler, Esq. has been an employee and General Counsel of the
Company since August 2, 1993, Assistant Secretary since December 15, 1994 and
Vice President since July 18, 1995.

Rino Bergonzi was elected as a director of the Company on April 21, 1994.

Yuda Doron has been an employee of Cheyenne Communications, Inc., a
subsidiary of the Company, since April 5, 1993 and Executive Vice President of
the Company since June 1, 1995.

Doris Granatowski has been a Vice President of the Company since November
15, 1994 and an Executive Vice President since December 14, 1995.

ReiJane Huai has been an employee of the Company since September 14, 1988,
President, Chief Executive Officer and a director of the Company since October
7, 1993, and Chairman of the Board since May 20, 1994. He served as Vice
President-Engineering of the Company from March 1990 through October 7, 1993.

Alan Kaufman has been an employee of the Company since April 1986,
Executive Vice President of the Company since October 7, 1993 and Secretary
since August 1988. He served as a Vice President of the Company from February
1987 through October 7, 1993.

Richard Kramer, Bernard Rubien and Ginette Wachtel have been directors of
the Company for more than three years.

Wayne Lam has been an employee of the Company since April 1993. On March
7, 1996, he became the General Manager of the NetWare Division (having served as
acting General Manager of the NetWare Division since January 1996).

Elliot Levine has been Executive Vice President of the Company since
October 7, 1993, Senior Financial Officer of the Company since March, 1990 and
Treasurer since December 1991. He served as a Vice President of the Company
from March 1990 through October 7, 1993.

James McNiel has been an employee of the Company since May 1990 and
Executive Vice President since October 7, 1993. From April 1, 1992 through
October 7, 1993, he served as a Vice President of the Company.

<PAGE>

PLAN OF DISTRIBUTION

The sales of the Shares by the Selling Stockholders may be effected, from
time to time, on the American Stock Exchange or on any stock exchange on which
the Shares may be listed at the time of sale, in negotiated transactions, or
through a combination of such methods of sale, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The Selling
Stockholders may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Stockholders and/or the
purchasers of Shares for whom such broker-dealers may act as agent or to whom
they sell as principal, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).

The Selling Stockholders and any broker-dealers that act in connection with
the sale of the Shares hereunder might be deemed to be "Underwriters" within the
meaning of Section 2(11) of the Securities Act; any commissions received by them
and any profit realized on the resale of Shares as principals might be deemed to
be underwriting compensation under the Securities Act.

Any broker-dealer acquiring Shares from a Selling Stockholder may sell the
Shares either directly, in its normal market-making activities, through or to
other brokers on a principal or agency basis, or to its customers. Any such
sales may be at prices then prevailing on the American Stock Exchange, at prices
related to such prevailing market prices, at negotiated prices, or at prices
reflecting the application of a combination of such methods.

The Company has advised the Selling Stockholders that anti-manipulative
Rules 10b-5, 10b-6 and 10b-7 promulgated under the Exchange Act may apply to
their sales in the market. The Company has furnished the Selling Stockholders
with copies of these rules, and has informed the Selling Stockholders of the
possible need for them to deliver copies of this Prospectus in connection with
their resales of the Shares. The Selling Stockholders may indemnify any broker-
dealer that participates in transactions involving sales of the Shares against
certain liabilities, including liabilities arising under the Securities Act.
Any commissions paid or any discounts or concessions allowed to any such broker-
dealers, and, if any such broker-dealer purchases shares as a principal, any
profits received on the resale of such Shares may be deemed to be underwriting
discounts and commissions under the Securities Act.

Upon the Company's being notified by any Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of shares involved,

<PAGE>

the price at which such Shares were sold by the Selling Stockholder, the
commissions paid or discounts or concessions allowed by the Selling Stockholder
to such broker-dealer(s), and where applicable, that such broker-dealer(s) did
not conduct any investigation to verify the information set out in this
Prospectus.

Any Shares which qualify for resale pursuant to Rule 144 promulgated under
the Securities Act may be sold under that Rule rather than pursuant to this
Prospectus.

There can be no assurance that the Selling Stockholders will sell all or
even any of the Shares which may be offered by them or any of them hereunder.

INDEMNIFICATION

Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") provides that a corporation may indemnify its officers and directors (or
persons who have served, at the corporation's request, as officers or directors
of another corporation) against the reasonable expenses, including attorneys'
fees, actually and reasonably incurred by them in connection with the defense of
any action by reason of being or having been directors or officers, if such
person shall have acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that if such action shall be in the right of the corporation, no such
indemnification shall be provided as to any claim, issue or matter as to which
such person shall have been judged to have been liable to the corporation unless
and to the extent that the Court of Chancery of the State of Delaware, or any
other court in which the suit may be brought, shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification.

The Restated Certificate of Incorporation (the "Charter"), and the Restated
By-Laws (the "By-Laws") of the Company provide for the elimination of the
personal liability of a director to the Company and its stockholders for
monetary damages for breach of a fiduciary duty as a director. However, the
Charter and By-Laws have not (and are not permitted by statute to have)
eliminated the liability of a director for (i) any breach of a director's duty
of loyalty to the Company and its stockholders; (ii) any acts or omissions not
undertaken in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) any action under Section 174 of the GCL, including
paying a dividend or approving an illegal dividend; or (iv) any transaction from
which the director derived an improper personal benefit.

The Charter and By-Laws also provide that expenses incurred by an officer
or director may be paid in advance of the final disposition of such action, suit
or proceeding by the

<PAGE>

Company, upon the receipt of an undertaking by or on behalf of the director or
officer to repay the said amount advanced if a specific determination is made
that the officer or director is not entitled to the indemnification. In
addition, the By-Laws provide that the Company may maintain insurance to protect
itself and its officers and directors against any liability, cost, payment or
expense associated with such indemnification.

Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

LEGAL MATTERS

The legality of the issuance of Common Stock offered by this Prospectus
has been passed upon for the Company by Morrison Cohen Singer & Weinstein,
LLP, 750 Lexington Avenue, New York, New York 10022.

EXPERTS

The consolidated financial statements and schedules of Cheyenne Software,
Inc. and subsidiaries as of June 30, 1995 and 1994, and for each of the years in
the three-year period ended June 30, 1995, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
Peat Marwick LLP ("KPMG"), independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.

KPMG's report contains an explanatory paragraph that states that the
Company is a defendant in a class action lawsuit. The ultimate outcome of the
litigation cannot presently be determined. The consolidated financial statements
and financial statement schedules do not include any adjustment that might
result from the outcome of that uncertainty.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 (Form S-8). Incorporation of Documents by Reference.

The following documents (or parts thereof) filed or to be filed with the
Securities and Exchange Commission (the "Commission") by the Company are
incorporated by reference in this registration statement:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995;

(b) The Company's Annual Report on Form 10-K/A, Amendment No. 1, for the
fiscal year ended June 30, 1995;

(c) The registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1995 and December 31, 1995;

(d) The Company's Definitive Proxy Statement, dated November 6, 1995, for
the Annual Meeting of Stockholders held on December 14, 1995;

(e) All other reports filed by the registrant pursuant to Section 13(a) of
the Exchange Act of 1934, as amended (the "Exchange Act") since the end of the
fiscal year covered by the annual report referred to in (a) above; and

(f) The description of the registrant's common stock, $0.01 par value per
share (the "Common Stock"), contained in the registration statement filed under
the Exchange Act registering such Common Stock under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents.

II - 1

<PAGE>

Item 4 (Form S-8). Description of Securities.

Not applicable.

Item 5 (Form S-8). Interests of Named Experts and Counsel.

Not applicable.

Item 6 (Form S-8) and Item 15 (Form S-3). Indemnification of Directors and
Officers.

The Restated Certificate of Incorporation (the "Charter"), and the Restated
By-Laws (the "By-Laws") of the registrant provide for the elimination of the
personal liability of a director to the registrant and its stockholders for
monetary damages for breach of a fiduciary duty as a director. However, the
Charter and By-Laws have not (and are not permitted by statute to have)
eliminated the liability of a director for (i) any breach of a director's duty
of loyalty to the registrant and its stockholders; (ii) any acts or omissions
not undertaken in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) any action under 174 of the GCL, including
paying a dividend or approving an illegal dividend; or (iv) any transaction from
which the director derived an improper personal benefit.

The Charter and By-Laws also provide that expenses incurred by an officer
or director may be paid in advance of the final disposition of such action, suit
or proceeding by the registrant upon the receipt of an undertaking by or on
behalf of the director or officer to repay the said amount advanced if a
specific determination is made that the officer or director is not entitled to
the indemnification. In addition, the By-Laws provide that the registrant may

II - 2

<PAGE>

maintain insurance to protect itself and its officers and directors against any
liability, cost, payment or expense associated with such indemnification.

Item 7 (Form S-8). Exemption from Registration Claimed.

Not Applicable.

Item 8 (Form S-8) and Item 16 (Form S-3). Exhibits

4.1 Form of Common Stock Certificate.

4.2 Cheyenne Software, Inc. 1987 Non-Qualified Stock Option Plan, as
amended.

4.3 Cheyenne Software, Inc. 1989 Incentive Stock Option Plan, as amended.

4.4 Cheyenne Software, Inc. 1992 Stock Option Plan for Outside Directors.

5. Opinion of Morrison Cohen Singer & Weinstein, LLP.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Morrison Cohen Singer & Weinstein, LLP (contained in its
Opinion filed as Exhibit 5).

24. Powers of Attorney (included on the signature page of the registration
statement filed March 12, 1996).

Item 9 (Form S-8) and Item 17 (Form S-3). Undertakings.

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement with respect to
the following:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof)

II - 3

<PAGE>

which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" in the
effective registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, paragraphs A(1)(i) and A(1)(ii) shall not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

E. The undersigned registrant hereby undertakes to deliver, or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom

II - 4

<PAGE>

the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

H. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

I. For purposes of determining any liability under the Securities Act,
(i) the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and (ii) each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II - 5

<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8/S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Roslyn Heights, New York on March 12, 1996.

CHEYENNE SOFTWARE, INC.

By: s/ ReiJane Huai
------------------------------------------
ReiJane Huai, Chairman of the Board,
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ReiJane Huai and Elliot Levine, or either
of them, each with the power of substitution, his or her attorney-in-fact, to
sign any amendments to this Registration Statement and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or his or her substitute, may do or choose to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

s/ ReiJane Huai Chairman of the Board, March 12, 1966
- ------------------------------
ReiJane Huai President and Chief Executive
Officer (Principal Executive
Officer)

s/ Elliot Levine Executive Vice President, March 12, 1996
- ------------------------------
Elliot Levine Senior Financial Officer
and Treasurer
(Principal Financial and
Accounting Officer)

s/ Rino Bergonzi Director March 12, 1996
- ------------------------------
Rino Bergonzi

s/ Richard F. Kramer Director March 12, 1996
- ------------------------------
Richard F. Kramer

s/ Bernard D. Rubien Director March 12, 1996
- ------------------------------
Bernard D. Rubien

s/ Ginette Wachtel Director March 12, 1996
- ------------------------------
Ginette Wachtel

II - 6

<PAGE>

EXHIBIT INDEX

No. Description Page
-- ----------- ----

4.1 Form of Common Stock Certificate.

4.2 Cheyenne Software, Inc. 1987 Non-Qualified Stock Option Plan, as
amended.

4.3 Cheyenne Software, Inc. 1989 Incentive Stock Option Plan, as
amended.

4.4 Cheyenne Software, Inc. 1992 Stock Option Plan for Outside
Directors.

5 Opinion of Morrison Cohen Singer & Weinstein, LLP.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Morrison Cohen Singer & Weinstein, LLP
(contained in its Opinion filed as Exhibit 5).

24 Powers of Attorney (included on the signature page of the
registration statement filed March 12, 1996).

II - 7

EXHIBIT 4.1

NUMBER SHARES
CC 3405 [LOGO] CHEYENNE SOFTWARE, INC. (SPECIMEN)

-------------------------------------------------------------
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON SHARES CUSIP 166888 10 7
SEE REVERSE FOR
CERTAIN DEFINITIONS

THIS CERTIFIES THAT

(SPECIMEN)

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON SHARES OF THE
PAR VALUE OF ONE CENT ($.01) PER SHARE OF

- ----------------------------- CHEYENNE SOFTWARE, INC. --------------------------

transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney, upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
WITNESS the seal of the Corporation and the facsimile signatures of its
duly authorized officers.

Dated:

[CORPORATE SEAL]

/s/ /s/
------------------------- --------------------------
Secretary Chairman

COUNTERSIGNED:
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
(JERSEY CITY, N.J. )
TRANSFER AGENT
AND REGISTRAR

AUTHORIZED OFFICER

<PAGE>

CHEYENNE SOFTWARE, INC.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM-as tenants in common UNIF GIFT MIN ACT......CUSTODIAN.......
TEN ENT-as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act
in common -----------------
(State)
Additional abbreviations may also be used though not in the above list.

For value received, hereby sell,assign and transfer unto
-------------
PLEASE INSET SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
------------------------------------
| |
| |
------------------------------------

- -----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- ---------------------------------------------------------------------------

- ----------------------------------------------------------------------------

Shares
- -----------------------------------------------------------------------
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney to transfer the
- ---------------------------------------------------
said stock on the books of the within named Corporation with full power of
substitution in the premises.

Dated
------------------------------

----------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY
PARTICULAR,WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.

EXHIBIT 4.2

CHEYENNE SOFTWARE, INC.
-----------------------

1987 Non-Qualified Stock Option Plan
Originally Adopted August 17, 1987

Adopted by the Board of Directors,
As amended and Restated, on September 12, 1994
----------------------------------------------

1. Purpose: The purpose of the Cheyenne Software, Inc. 1987 Non-
-------

qualified Stock Option Plan (the "Plan") as hereinafter set forth, is to enable

Cheyenne Software, Inc. ("CSI"), a Delaware corporation, and its affiliated

companies (hereinafter referred to, individually and/or collectively, as the

"Corporation") to attract, retain, and reward key managerial employees and

consultants, by offering them an opportunity to have a greater proprietary

interest in and closer identity with the Corporation and with its financial

success. Options granted under the Plan are not intended to be qualified stock

options under Internal Revenue Code Sec. 422A. Proceeds of cash or property

received by the Corporation from the sale of Common Stock of CSI pursuant to

options granted under the Plan will be used for general corporate purposes.

2. Administration.
--------------

(a) The plan shall be administered by the Board of Directors (the

"Board") of CSI, or a committee (the "Committee") appointed by the Board. The

Committee shall be composed of not fewer than two (2) directors, all of the

members of such Board, if such Board acts as administrator of the Plan, or

Committee shall be disinterested persons, as defined by the provisions of

subparagraph 2(b). The Committee may have responsibilities in addition to the

administration of the Plan. The Executive or Compensation Committee may be

designated as the Committee which administers the Plan. Subject to the express

provisions of the Plan, the

<PAGE>

Committee may interpret the Plan, prescribe, amend and rescind rules and

regulations relating to it, determine the terms and provisions of respective

participants, agreements (which need not be identical) and make such other

determinations as it deems necessary or advisable for the administration of the

Plan. The decisions of the Committee on matters within their jurisdiction under

the Plan shall be conclusive and binding. No member of the Board or the

Committee shall be liable for any action taken or determination made in good

faith.

(b) The term "disinterested person" as used in this Plan, shall

mean an administrator of the Plan who has not at any time within one year prior

to his/her service as an administrator of the Plan received, and who will not

during the term of his/her service receive, a discretionary grant or award of a

stock option or stock appreciation rights under this Plan, or any other plan or

practice of CSI or any of its affiliates. Any such person shall otherwise

comply with the requirements of Rule 16b-3 promulgated under the Securities

Act of 1934, as amended, as from time to time in effect.

3. Eligibility. Options may be granted under this Plan only to key
-----------

managerial employees of the Corporation or its affiliates and to consultants to

the Corporation. The Committee shall determine, within the limits of the

express provisions of the Plan, those key managerial employees and consultants

to whom, and the time or times at which, options shall be granted. The

Committee shall also determine the number of shares to be subject to each

option, the duration of each option, the exercise price (option price) under

each option, the time or times within which (during the term of the option) all

or portions of each option may be accepted in full or partial payment upon

exercise of a stock option. In making such determinations, the Committee

<PAGE>

may take into account the nature of the services rendered by the employee or

consultant, his/her present and potential contributions to the Corporation's

success and such other factors as the Committee in its discretion shall deem

relevant.

4. Common Stock. Options may be granted for a number of shares not
------------

to exceed, in the aggregate, 4,237,500 shares of Common Stock, $0.01 par value,

of CSI, except as such number of shares shall be adjusted in accordance with the

provisions of Section 6 hereof. Such shares may be either authorized but

unissued shares or reacquired shares or other treasury shares. In the event

that any option granted under the Plan expires unexercised, or is surrendered by

a participant for cancellation, or is terminated or ceases to be exercisable for

any other reason without having been fully exercised prior to the end of the

period during which options may be granted under the Plan, the shares thereto-

fore subject to such option, or to the unexercised portion thereof, shall again

become available for new options to be granted under the Plan to any eligible

employee or consultant (including the holder of such former option) at an option

price determined in accordance with Section 5(a) hereof, which price may then be

greater or less than the option price of such former option.

5. Required Terms and Conditions of Options. The options granted
----------------------------------------

under the Plan shall be in such form and upon such terms and conditions as the

Committee shall from time to time determine subject to the provisions of the

Plan, including the following:

(a) Option Price. The option price of each option to purchase
------------

Common Stock shall be at either 100% of the fair market value of the Common

Stock subject to such option at the time such option is granted, or at such

value to be determined in accordance with procedures established by the

Committee; provided that the option price shall in no event be less

<PAGE>

than the par value of the Common Stock subject to such option.

(b) Maximum Term. No option shall be exercisable after the
------------

expiration of seven years from the date it is granted.

Committee, options may become exercisable in such number of cumulative annual

installments as the Committee may establish.

(d) Termination of Option. In the event an optionee shall cease
---------------------

to be employed by the Corporation for any reason other than death, the optionee

shall have the right, subject to the provisions of Sections 5(b) and 6 hereof,

to exercise his option at any time within three months after such cessation of

employment, but only as to such number of shares as to which his option was

exercisable at the date of such cessation of employment. Notwithstanding the

provisions of the preceding sentence, (i) if cessation of employment occurs by

reason of the disability (within the meaning of Section 105(d)(4) of the

Internal Revenue Code), such three month period shall be extended to six months;

and (ii) if employment is terminated at the request of the Corporation for

substantial cause, the participant's right to exercise his option shall

terminate at the time notice of termination of employment is given by the

Corporation to such optionee. For purposes of this provision, substantial

cause shall include: (i) the commission of a criminal act against, or in

derogation of the interest of the corporation, (ii) divulging confidential

information about the Corporation to the public; (iii) interference with the

relationship between the Corporation and any supplier, client, customer or

similar person; or (iv) the performance of any similar action that the

Committee, in its sole discretion, may deem to be sufficiently injurious to

the interest of the Corporation to constitute substantial cause for

<PAGE>

termination. If a participant dies while in the employ of the Corporation or

its subsidiaries or within three months after cessation of such employment, his

estate, personal representative or the person that acquires his option by

bequest or inheritance or by reason of his death shall have the right, subject

to the provisions of Section 5(b) and 6 hereof, to exercise his option at any

time within six months from the date of his death, but only as to the number of

shares as to which his option was exercisable on the date of his death. In any

such event, unless so exercised within the period as aforesaid, the option shall

terminate at the expiration of said period. The time of cessation of employment

and whether an authorized leave of absence or absence on military or government

service shall constitute cessation of employment, for the purpose of the Plan,

shall be determined by the Committee.

(e) Method of Exercise. Options may be exercised by giving
------------------

written notice to the Treasurer of CSI, stating the number of shares of Common

Stock with respect to which the Option is being exercised and tendering payment

therefor. Payment for Common Stock, whether in cash or other shares of Common

Stock shall be made in full at the time that an option, or any part thereof, is

exercised. Notwithstanding the foregoing, payment for Common Stock may not be

made with other shares of Common Stock acquired through previous exercise of a

stock option under this Plan if such Common Stock has not been held by the

participant at least six months from date of exercise.

6. Adjustments.
-----------

(a) The aggregate of shares of Common Stock with respect to

which options may be granted hereunder and the number of shares of Common Stock

subject to each outstanding option, may all be appropriately adjusted, as the

Committee may determine, for any

<PAGE>

increase or decrease in the number of shares of issued Common Stock of CSI

resulting from a subdivision or consolidation of shares whether through

reorganization, payment of a share dividend or other increase or decrease in the

number of such shares outstanding effected without receipt of consideration by

CSI; provided, however, that no adjustment in the number of shares with respect

to which options may be granted under the Plan or in the number of shares

subject to outstanding options shall be made except in the event, and

then only to the extent, that such adjustment, together with all respective

prior adjustments which were not made as a result of this provision, involves a

net change of more than ten percent (i) from the number of shares of Common

Stock with respect to which options may be granted under the Plan or (ii) with

respect to each outstanding option, from the respective number of shares of

Common Stock subject thereto on the date of grant thereof.

(b) Subject to any required action by the stockholders, if CSI

shall be a party to a transaction involving a sale of substantially all its

assets, a merger or a consolidation, any option granted hereunder shall pertain

to and apply to the securities to which a holder of the number of shares of

Common Stock subject to the option would have been entitled if he actually owned

the stock subject to the option immediately prior to the time any such

transaction became effective; provided, however, that all unexercised options

under the Plan may be cancelled by CSI as of the effective date of any such

transaction, by giving notice to the holders thereof its intention to do so and

by permitting the exercise, during the 30-day period preceding the effective

date of such transaction of all partly or wholly unexercised options in full

(without regard to installment exercise limitations).

<PAGE>

hereunder shall terminate; provided, however that each option holder shall

have 30 days' prior written notice of such event, during which time he

shall have a right to exercise his partly or wholly unexercised option

(without regard to installment exercise limitations).

(d) On the basis of information known to CSI, the Committee

shall make all determinations under this Section 6, including whether a

transaction involves a sale of substantially all CSI's assets; and all such

determinations shall be conclusive and binding.

7. Option Agreements. Each optionee shall agree to such terms
-----------------

and conditions in connection with the exercise of an option, including

restrictions on the disposition of the Common Stock acquired upon the

exercise thereof, as the Committee may deem appropriate. Option agreements

need not be identical. The certificates evidencing the shares of Common

Stock acquired upon exercise of an option may bear a legend referring to

the terms and conditions contained in the respective option agreement and

the Plan, and CSI may place a stop transfer order with its transfer agent

against the transfer of such shares.

8. Certain Legal and Other Requirements.
------------------------------------

(a) The obligation of the Corporation to sell and deliver

Common Stock under options granted under the Plan shall be subject to all

applicable laws, regulations, rules and approvals, including, but not by

way of limitation, the effectiveness of a registration statement under the

Securities Act of 1933, or any state securities laws, if deemed necessary

or appropriate by the Board, of the Common Stock reserved for issuance upon

exercise of options. Nothing herein shall be construed to obligate the

Corporation to effect any such registration or qualification. The

certificates evidencing the Common Stock issued upon exercise of options

may be legended to indicate a lack of such registration or qualification.

The Corporation may

<PAGE>

require any optionee, as a condition of exercising his option, or at any

time thereafter, to represent in writing that he is acquiring (or has

acquired) the Common Stock for his own account and not with a view to

distribution; notwithstanding the foregoing, the Corporation's failure or

refusal to request and/or obtain such representation shall not be construed

as a waiver of any provision hereof.

(b) A participant shall have no rights as a stockholder

with respect to any shares covered by an option granted to, or exercised

by, him until the date of delivery of a stock certificate to him for such

shares. No adjustment other than pursuant to Section 6 hereof shall be

made for dividends or other rights for which the record date is prior to

the date such stock certificate is delivered.

9. Non-transferability. During the lifetime of an optionee,
-------------------

any option granted to him shall be exercisable only by him or by his

guardian or legal representative. No option shall be assignable or

transferable, except by will or by the laws of descent and distribution.

The granting of an option shall impose no obligation upon the employee to

exercise such option or right.

10. No Contract of Employment. Neither the adoption of this
-------------------------

Plan nor the grant of any option shall be deemed to obligate the

Corporation to continue the employment of any optionee for any particular

period, or to continue to retain any consultant, nor shall the granting of

an option constitute a request or consent to postpone the retirement date

of any employee.

11. Indemnification of Committee. In addition to such other
----------------------------

rights of indemnification as they may have as Directors or as members of

the Committee, the members

<PAGE>

of the Committee shall be indemnified by the Corporation against the

reasonable expenses, including attorneys' fees, actually and necessarily

incurred in connection with the defense of any action, suit or proceeding

(or in connection with any appeal therein) to which they or any of them may

be a party by reason of any action taken or failure to act under or in

connection with the Plan or any option granted hereunder, and against all

amounts paid by them in settlement thereof (provided such settlement is

approved by independent legal counsel selected by the Corporation) or paid

by them in satisfaction of a judgment in any such action, suit or

proceeding, except in relation to matters as to which it shall be adjudged

in such action, suit or proceeding that such Committee member is liable for

gross negligence or misconduct in the performance of his duties; provided

that within 60 days after institution of any such action, suit or

proceeding, a Committee member shall, in writing, offer the Corporation the

opportunity, at its own expense, to handle and defend the same.

12. Termination and Amendment of Plan. No options shall be
---------------------------------

granted under the Plan more than ten years after the date the Plan was

adopted. The Board, acting by a majority of its members, exclusive of

Board members who are eligible to receive options, without further action

on the part of the stockholders, may from time to time alter, amend or

suspend the Plan or any option granted hereunder or may at any time

terminate the Plan; provided, however, that the Board may not (i) change

the total number of shares of Common Stock available for options under the

Plan, except as provided in Section 6 hereof, (ii) extend the duration of

the Plan, (iii) increase the maximum term of options, (iv) decrease the

minimum option price or otherwise materially increase the benefits accruing

to participants under the Plan, or (v) materially modify the eligibility

requirements of the Plan; and provided further, that no

<PAGE>

such action shall materially and adversely affect any outstanding options

without the consent of the respective optionees.

13. Effective Date.
--------------

(a) The Plan shall become effective upon adoption by the

Board; provided, however, that it shall be submitted for approval by the

holders of a majority of the outstanding shares of Common Stock of the

Corporation within twelve months thereafter, and options made available

prior to such stockholder approval shall become null and void if such

stockholder approval is not obtained.

(b) The 1991 amendment to paragraph 4 of the Plan shall

become effective as of the date of stockholder approval and adoption of the

Plan, as amended and restated, with the exception of the amendments

contained in subparagraphs 2(a) and 2(b), which provisions shall become

effective as of September 1, 1992.

EXHIBIT 4.3

CHEYENNE SOFTWARE, INC.

1989 Incentive Stock Option Plan
Originally Adopted October 18, 1989

Adopted by the Board of Directors,
As Amended and Restated, on October 19, 1995
--------------------------------------------

1. Purpose of the Plan. This plan shall be known as the Cheyenne
--------------------

Software, Inc. 1989 Incentive Stock Option Plan (the "Plan" or the "ISOP" or

the "1989 ISOP"). The purpose of the Plan is to attract and retain the best

available personnel for positions of substantial responsibility and to provide

additional incentives to the officers and other key employees of Cheyenne

Software Inc., a Delaware corporation (the "Company") and any present or

future Parent or Subsidiary of the Company to promote the success of the

Company. Pursuant to the Plan, such persons will be given the opportunity to

acquire common stock of the Company through the grant of incentive stock

options. This Plan and the Options to be granted hereunder are intended to be

"incentive stock options" as defined in Section 422 of the Internal Revenue

Code of 1986, as amended.

2. Definitions. In addition to other terms defined elsewhere
-----------

herein, the following capitalized terms used herein have the following

definitions:

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Option Committee of the Board, appointed by

the Board in accordance with Section 4 hereof.

"Common Stock" means the common stock, par value $.01 per share,

<PAGE>
the Company.

"Company" means Cheyenne Software, Inc., and all present and

future Subsidiaries. "Continuous Status as an Employee" means the absence of

any interruption or termination of an individual's employment by, or status as

an officer or director of the Company, or any present or future Parent or

Subsidiary. In the case of an Employee on an approved leave of absence, the

Committee may, if it determines that to do so would be in the best interests of

the Company, provide in a specific case for the continuation of Options during

such leave of absence, such continuation to be on such terms and conditions as

the Committee determines to be appropriate.

"Employee" means any person (who may be an officer or a director

of the Company) employed by the Company (within the meaning of Section 3401(c)

of the Code and the regulations promulgated thereunder), or any successor

corporation by merger or consolidation, or employed by a Subsidiary.

"ISO" means an Option.

"Option" means an option granted pursuant to the Plan. Each

Option shall be evidenced by a stock option agreement or certificate, which may

be in the form of a letter.

"Optionee" means an Employee to whom an Option has been granted.

"Option Committee" means the Option Committee of the Board,

appointed by the Board in accordance with Section 4 hereof.

"Parent" means any present or future corporation which would be a

"parent corporation" as defined in Subsections (e) and (g) of Code Section 424.

When the context requires, such determination shall be made as if the Company

were the employer corporation.

<PAGE>

"Plan" means the Cheyenne Software, Inc. 1989 Incentive Stock

Option Plan.

"Share" means one share of Common Stock, adjusted if applicable

in accordance with Section 6 of the Plan.

"Subsidiary" shall mean any present or future corporation which

would be a "subsidiary corporation" as defined in Subsections (f) and (g) of

Code Section 424. When the context requires, such determination shall be made

as if the Company were the employer corporation.

"Underlying Stock" shall mean the Shares of Common Stock subject

to an Option.

3. Shares Subject to the Plan. Except as otherwise required by the
---------------------------

provisions of paragraph 9 hereof, the aggregate number of Shares which may be

issued upon the exercise of all Options pursuant to the Plan shall not exceed

5,806,250 Shares, unless adjusted in accordance with paragraph 8. Such Shares

may be either authorized but unissued Shares or treasury shares. If an Option

shall expire without having been exercised in full, the unpurchased Underlying

Shares which were subject thereto shall, unless the Plan shall theretofore have

been terminated, again be available for issuance under the Plan.

4. Administration.
--------------

(a) The Plan shall be administered by an option committee (the

"Option Committee" or the "Committee") appointed by the Board and consisting of

two or more members of the Board; the Board, in its absolute discretion, may

select persons to serve on the Committee who would be "disinterested persons".

The term "disinterested person", as used in

<PAGE>
this Plan, shall mean an administrator of the Plan who has not at any time

within one year prior to his/her service as administrator of the Plan received,

and who will not during the term of his/her service receive a discretionary

grant or award of a stock option or stock appreciation rights under this Plan or

any other plan or practice of the Company or any of its affiliates. Any such

person shall otherwise comply with the requirements of Rule 16b-3 promulgated

under the Securities Exchange Act of 1934, as amended, as from time to time in

effect and shall be an "outside director" within the meaning of applicable

Treasury Regulations proposed or promulgated under Code Section 162(m). Any

standing or other committee of the Board which otherwise satisfies the

requirements of the Option Committee may be authorized by the Board to serve as

the Option Committee, whether or not the name of such committee includes the

term "Option Committee".

(b) The Committee shall be authorized (but only to the extent

not contrary to the express provisions of the Plan or to resolutions adopted by

the Board) to interpret the Plan, to prescribe, amend and rescind rules and

regulations relating to the Plan, to determine the recipients, form, and content

of Options to be granted under the Plan, and to make other determinations which

it deems necessary or appropriate for the proper administration of the Plan, and

shall have and may exercise such other powers and authority as may be delegated

to it by the Board from time to time. A majority of the entire Committee shall

constitute a quorum, and the action of a majority of the Committee members

present at any meeting at which a quorum is present shall be the action of the

Committee. All decisions, determinations, and interpretations of the Committee

shall be final and conclusive on all persons affected thereby and shall be

consistent with Code Section 422.

determination made in good faith with respect to the Plan or any Option granted

thereunder.

<PAGE>
(d) The President or such other officers of the Company as the

Committee may designate, or a Secretary of the Committee designated by majority

resolution of the Committee, shall execute such certificates, option agreements

and other documents as may be necessary to evidence the decisions of the

Committee and/or implement and carry out the Plan. The President or other

officers of the Company, when so acting, shall be deemed to be acting solely in

a ministerial capacity, and the acts of such officers of the Company shall not

be construed as giving them any discretionary authority over the granting of

Options or the administration of the Plan.

5. Eligibility. Options may be granted to any Employee who, in the
-----------

opinion of the Committee, has or is expected to make key contributions to the

success of the Company. An Employee who has been granted an Option or any other

options or rights, under any other plan or otherwise, may, if otherwise eligi-

ble, be granted additional Options.

6. Terms and Conditions of Options. Options granted pursuant to the
-------------------------------

Plan shall be evidenced by written agreements in such form as the Committee from

time to time shall determine, which agreements shall comply with and be subject

to the following terms and conditions:

(a) Option Price. The price per share at which any Incentive
------------

Stock Option granted under the Plan may be exercised shall not be less than the

fair market value (determined in good faith by the Committee on a basis consis-

tent with the provisions of Section 422 of the Code) of the Underlying Stock at

the time such Option is granted. The exercise price of an Option granted to an

Optionee who owns (within the meaning of Section 424(d) of the Code) more than

10% of the total combined voting power of all classes of stock of the

<PAGE>
Company, or of any of its Parent or Subsidiary corporations, at the time such

Option is granted shall not be less than 110% of the fair market value of the

Underlying Stock at the time the Option is granted. No Option may be granted at

a price per share which is less than the par value of the Underlying Stock.

(b) Option Term. The term of each Option shall be established
-----------

by the Committee, but shall not in any event exceed seven (7) years from the

date of grant of the Option.

not be transferable except by will or by the laws of descent and distribution

and shall be exercisable during an Optionee's lifetime only by the Optionee.

(d) Time of Exercise. No option may be exercised until the
-----------------

second (2nd) anniversary of the date of grant. Not more than 25% of the

Underlying Stock may be purchased prior to the third (3rd) anniversary of the

date of grant, and not more than 50% of the Underlying Stock (including Underly-

ing Stock acquired prior to the 3rd anniversary) may be acquired prior to the

fourth (4th) anniversary of the date of grant.

(e) Maximum Number of Options to Any Employee. The maximum
---------------------------------------------

number of options that may be granted under this Plan to any Employee in any

calendar year shall be 500,000.

(f) Other Provisions. The Option agreements authorized under
-----------------

the Plan shall contain such other provisions not inconsistent with the terms of

the Plan, including, without limitation, restrictions upon the exercise of the

Option, as the Committee shall deem advisable. Options may contain other terms

or restrictions as determined by the Committee in its discretion.

7. Exercise of Options.
-------------------

(a) Procedure for Exercise. Options may be exercised in whole
-----------------------

or in part by written notice, delivered by hand or mailed by prepaid registered

or certified mail,

<PAGE>
addressed to the President or Secretary of the Company or the Secretary of the

Committee, at the Company's executive offices, which notice shall specify the

date the Option to be exercised was granted and the number of whole Shares to

which such exercise applies. No Option may be exercised to any extent until all

conditions set forth in the Plan and in such Option shall have been satisfied.

(b) Payment. Payment for all Shares purchased by the exercise
-------

of an Option shall be made in cash or by delivery of Shares owned by the

Optionee having an aggregate fair market value on the date of exercise equal to

the aggregate exercise price of the portion of the Option being exercised.

Payment shall be made at the time that an Option or any part thereof is exer-

cised, and no Shares shall be issued until full payment therefor has been made.

No Optionee shall, as such, have any rights as a stockholder of the Company.

Options. The Committee shall advise each holder of an Option that (i) in order
- -------

for such Option to be treated as an incentive stock option under the Code, the

Shares acquired upon exercise of such Option must not be disposed of until a

date which is at least two years after the date such Option was granted and at

least one year after the date such Shares were acquired by such Optionee, and

that (ii) without written notice, delivered by hand or mailed by prepaid

registered or certified mail, addressed to the President or Secretary of the

Company or the Secretary of the Committee at the Company's executive offices, no

Optionee may dispose of Shares acquired pursuant to the exercise of an Option

within the aforesaid two or one-year periods.

(d) Termination of Employment of an Optionee.
----------------------------------------

(i) Subject to the provisions of subparagraphs (ii)

through (v)

<PAGE>
of this paragraph 7(d), if an Optionee's employment with the Company

or a Parent or Subsidiary terminates for any reason, with or without

cause, any Option granted to him shall terminate on the date his

employment terminates.

(ii) Subject to the provisions of subparagraph (iv) of

this paragraph 7(d), if an Optionee dies while in the employ of the

Company or a Parent or Subsidiary, or on approved leave of absence,

his Option may be exercised within three (3) months after his death by

the executor or administrator of the estate of the Optionee or by the

person to whom the Option shall pass by will or by the laws of descent

and distribution, but only to the extent the Optionee was entitled to

exercise the Option on the date of his death. The Company may require

such executor or any other person claiming to be entitled to exercise

the Option pursuant to this subparagraph to furnish such proof of his

or her authority, including a bond or indemnity agreement, as the

Company may reasonably require. The cost of any such bond shall be

the responsibility of the persons seeking to exercise the Options.

(iii) Subject to the provisions of subparagraph (iv) of this

paragraph 7(d), if an Optionee's termination of employment with the

Company and its Parent or Subsidiary shall be by reason of his perma-

nent and total disability (within the meaning of Section 422(c)(6) of

the Code), any Option shall terminate upon the expiration of twelve

(12) months after the date on which the Optionee's employment is

terminated, and may be exercised by a conservator, guardian or other

fiduciary ("Legal Representative") duly appointed to act on behalf of

the

<PAGE>
Optionee. The Company may require such Legal Representative to

furnish such proof of his or her authority, including a bond or

indemnity agreement, as the Company may reasonably require. The cost

of any such bond shall be the responsibility of the persons seeking to

exercise the Options.

(iv) Notwithstanding the provisions of subparagraphs (ii) and

(iii) of this paragraph 7(d) or any other provisions of this Plan, in

no event may an Option be exercised by anyone after five (5) years

from the date it was granted.

(v) Nothing in the Plan or in any Option shall confer upon any

Optionee the right to continue in the employ of the Company or any

Parent or Subsidiary or interfere in any way with the right of the

Company or such Parent or Subsidiary to terminate the employment of an

Optionee at any time. The Committee's determination that an Optione-

e's employment has terminated and the date thereof shall be final and

conclusive on all persons affected thereby.

8. Changes in Capital. If the outstanding Common Stock subject to
------------------

the Plan shall at any time be changed or exchanged by declaration of a stock

dividend, stock split, combination of shares, recapitalization, merger, consoli-

dation or other corporate reorganization in which the Company is the surviving

corporation, the number and kind of shares subject to this Plan and the option

prices shall be appropriately and equitably adjusted so as to maintain the

option price thereof. In the event of a dissolution or liquidation of the

Company or a merger, consolidation, sale of all or substantially all of its

assets, or other corporate reorganization in which the Company is not the

surviving corporation, or any merger in which the Company is the surviving

corporation but the holders of the Common Stock receive securities of another

<PAGE>
corporation, any outstanding options hereunder shall terminate, provided that

each Optionee shall, in such event, if no provision has been made for a substi-

tution pursuant to the following sentence, have the right immediately prior to

such dissolution, liquidation, merger, consolidation, sale of assets or reorga-

nization in which the Company is the surviving corporation but the holders of

its Common Stock receive securities of another corporation, to exercise any

unexpired option in whole or in part without regard to the date on which the

option otherwise would be first exercisable. Nothing herein contained shall

prevent the substitution of a new option by the surviving corporation. The

existence of the Plan or options hereunder shall not in any way prevent any

transaction described herein and no holder of an option shall have the right to

prevent any such transaction.

9. Time of Granting Options. The date of grant of an Option under
-------------------------

the Plan shall, for all purposes, be the date specified in such grant. Notice

shall be given to each Employee to whom an Option has been granted within a

reasonable time after the date of such grant.

10. Effective Date, Approval of Stockholders.
----------------------------------------

(a) The Plan shall become effective immediately upon adoption by

the Board, subject to the approval by the stockholders of the Company within 12

months after the adoption of the Plan by the Board. The Plan shall continue in

effect for a term of 10 years from the date the Plan is adopted by the Board.

(b) The 1991 amendment to paragraph 3 of the Plan shall become

effective as of the date of stockholder approval and adoption of the Plan, as

amended and restated, with the exception of the amendments contained in subpara-

graph 4(a), which provisions

<PAGE>
shall become effective as of September 1, 1992.

11. Modification of Options. At any time and from time to time the
-----------------------

Board may authorize the Committee to direct execution of an instrument providing

for the modification, extension, or renewal of any outstanding Option; provid-

ed, however, that no such modification, extension, or renewal shall confer on

the Optionee any right or benefit which could not then be conferred on him by

the grant of a new Option nor shall it impair such Option without the consent of

the Optionee.

12. Amendment and Termination of the Plan. The Board may alter,
----------------------------------------

suspend, or discontinue the Plan, except that no action of the Board may

increase (other than as provided in paragraph 10 hereof) the maximum number of

Shares subject to Options or available for the grant of Options under the Plan,

reduce the applicable minimum exercise price, extend the maximum period within

which Options may be exercised under the Plan, or change the designation of

persons eligible to receive Options under the Plan, unless such action of the

Board shall be subject to approval or ratification by the stockholders of the

Company. No action of the Board shall, without the consent of the Optionee,

impair any then outstanding Option.

13. Conditions Upon Issuance of Shares. No Shares shall be delivered
----------------------------------

pursuant to the exercise of any Option unless the delivery of such Shares shall

comply (in the opinion of counsel to the Company) with all relevant provisions

of law, including, without limitation, the Securities Act of 1933, as amended,

the rules and regulations promulgated thereunder, any applicable state securi-

ties laws, and the requirements of any stock exchange upon which the Common

Stock may then be listed. As a condition to the exercise of an Option, the

Company may require the exercising Optionee to make such written representations

and

<PAGE>
warranties as may be necessary to assure the availability of an exemption from

any registration requirements of federal or state securities laws. Certifi-

cates representing Shares issued upon the exercise of any Option may bear a

legend restricting transfer of the Shares except in compliance with Federal and

State securities statutes or an exemption therefrom, if available; failure of

any certificates to contain such a legend shall not constitute a waiver by the

Company of any such registration requirements. The Company, in its discretion,

may require any Optionee to bear (i) his or her proportionate share of the

Company's costs of the registration of his Underlying Shares under the Securi-

ties Act of 1933, as amended (the "Act") or any other federal or state securi-

ties laws, or (ii) the Company's cost of obtaining the opinion of its legal

counsel (not in excess of $500 per transaction for sales effected prior to

January 1, 1994, nor in excess of $1,000 per transaction thereafter) as to the

availability of any exemption from the Act or any other applicable federal or

state securities laws. The foregoing shall not be construed to obligate the

Company to effect any registration under the Act or other securities laws.

14. Gender and Number.
-----------------

(a) The use of any gender herein shall be construed to include

all other genders, unless the context clearly indicates that less than all the

genders is intended.

(b) The use of the singular or of the plural herein shall be

construed to include both the singular and the plural, unless the context

clearly indicates that only the singular or only the plural is intended.

EXHIBIT 4.4

CHEYENNE SOFTWARE, INC.

1992 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

I. Purpose.

The purpose of the Cheyenne Software, Inc. (the "Company") 1992 Stock

Option Plan for Outside Directors (the "Outside Directors' Option Plan") is

to promote the growth and profitability of the Company and to provide

outside directors of the Company with an incentive to achieve the long-term

objectives of the Company, attract and retain non-employee directors of

outstanding competence and to provide such outside directors with an

opportunity to acquire an equity interest in the Company.

II. Grant of Options.

(a) Initial Grant. Each Outside Director (for purposes of this
-------------

Outside Directors' Option Plan, the term "Outside Director" shall mean a

member of the Board of Directors of the Company not also serving as an

employee of the Company) who is serving in such capacity on January 1, 1993

shall be granted on January 1, 1993 non-qualified stock options to purchase

7,500 shares of the Company's Common Stock ("Common Stock"), subject to

adjustment as provided in Section IV (the "Initial Grant"). Each option

shall be exercisable for one share of Common Stock. The purchase price per

share of the Common Stock deliverable upon the exercise of each non-

qualified stock option shall be the Fair Market Value (as defined below) of

the Common Stock on the date of the grant of the option being exercised.

(b) Grants Subsequent to Initial Grant. If any options are available
----------------------------------

for grant under the Outside Directors' Option Plan, each person who is an

Outside Director on January 1 of each

<PAGE>

calendar year subsequent to 1993 ("Continuing Outside Director") shall be

granted on each such January 1 non-qualified stock options to purchase

7,500 shares of Common Stock, subject to adjustment pursuant to Section IV,

or such lesser number of options of Common Stock as remain in this Outside

Directors' Option Plan. The purchase price per share of the Common Stock

deliverable upon exercise of each such non-qualified option shall be the

Fair Market Value of the Common Stock on the date of the grant of the

option being exercised.

If on January 1 of a calendar year options are not available under

this Outside Directors' Option Plan to grant to Continuing Outside

Directors the full amount of a grant contemplated by the immediately

preceding paragraph, and thereafter options become available, then such

Continuing Outside Directors (sharing equally among all Continuing Outside

Directors) shall receive options to purchase shares of Common Stock in an

amount equal to the number of options then available under the Outside

Directors' Option Plan; provided that the total number of options granted

to Continuing Outside Directors under this Outside Directors' Plan shall

not exceed 7,500 (subject to adjustment pursuant to Section IV) for each

January 1 on which a Continuing Outside Director was eligible to receive

options under this Outside Directors' Option Plan. The date of grant shall

be the date such options become available. The purchase price per share of

the Common Stock deliverable upon exercise of such options shall be the

Fair Market Value of the Common Stock on the date of the grant of the

option being exercised.

Plan shall not be granted to any Outside Director who at any previous time

was an employee of the Company or eligible to receive any options to

purchase Common Stock.

(d) Fair Market Value. For purposes of the Outside Directors' Option
-----------------

Plan, when

<PAGE>

used in connection with Common Stock on a certain date, "Fair Market Value"

means the reported closing price of the Common Stock as reported by the American

Stock Exchange (as published by the Wall Street Journal, if published) on the

day prior to such date, or if the Common Stock was not traded on such date, on

the next preceding day in which the Common Stock was traded thereon.

(e) Continuing Plan. The Outside Directors' Option Plan and the grant of
---------------

options subsequent to the Initial Grant pursuant thereto are part of a

continuing plan.

III. Terms and Conditions.

(a) Option Agreement. Each option shall be evidenced by a written option
----------------

agreement between the Company and the Outside Director specifying the number of

shares of Common Stock that may be acquired through its exercise and containing

such other terms and conditions which are not inconsistent with the terms of

this Outside Directors' Option Plan.

(b) Termination of Option. Each option shall expire upon the earlier of
---------------------

(i) sixty (60) months following the date of grant, or (ii) one (1) year

following the date on which the Outside Director ceases to serve in such

capacity for any reason other than removal for cause. If the Outside Director

dies before fully exercising any portion of an option then exercisable, such

option may be exercised by such Outside Director's personal representative(s),

designee(s), heir(s) or devisee(s) at any time within the one (1) year period

following his or her death; provided, however, that in no event shall the

option be exercisable more than sixty (60) months after the date of its grant.

If the Outside Director is removed for cause all options awarded to him shall

expire upon such termination.

<PAGE>

whole or in part, by delivering a written notice of exercise to the Chief

Executive Officer of the Company. Such notice is irrevocable and must be

accompanied by full payment of the purchase price in cash or shares of

previously acquired Common Stock of the Company at the Fair Market Value of such

shares determined on the exercise date by the manner described in Paragraph

II(d) above or by such other means as determined by the Board of Directors. If

previously acquired shares of Common Stock are tendered in payment of all or

part of the exercise price, the value of such shares shall be determined as of

the date of such exercise.

(d) Transferability. Each option granted hereby may be exercised only by
---------------

the Outside Director to whom it is issued or in the event of the Outside

Director's death, his or her personal representative(s) designee(s), heir(s),

or devisee(s) pursuant to the terms of Section III(b).

(e) Six Month Holding Period. In accordance with Rule 16b-3(c)(1)
------------------------

promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), Outside Directors shall not be permitted to dispose of Common Stock

underlying an option granted pursuant to this Outside Directors' Option Plan

during the six month period commencing from the date of the acquisition of such

option.

(f) Conditions Upon Issuance of Shares of Common Stock. No shares of
--------------------------------------------------

Common Stock shall be delivered pursuant to the exercise of any option granted

under this Outside Directors' Option Plan unless the delivery of such shares

shall comply (in the opinion of counsel to the Company) with all relevant

provisions of law, including, without limitation, the Securities Act of 1933, as

amended, the rules and regulations promulgated thereunder, any applicable state

securities laws, and the requirements of any stock exchange upon which the

Common Stock may

<PAGE>

then be listed. As a condition to the exercise of an option, the Company may

require the exercising optionee to make such written representations and

warranties as may be necessary to assure the availability of an exemption from

any registration requirements of federal or state securities laws. Certificates

representing shares of Common Stock issued upon the exercise of any option may

bear a legend restricting transfer of the shares except in compliance with

federal and state securities statutes or an exemption therefrom, if available.

The failure of any certificates to contain such a legend shall not constitute a

waiver by the Company of any such registration requirements.

IV. Common Stock Subject to the Outside Directors' Option Plan.

The shares of Common Stock which shall be issued and delivered upon

exercise of options granted under the Outside Directors' Option Plan may be

either authorized and unissued shares of Common Stock or authorized and issued

shares of Common Stock held by the Company as treasury stock. The number of

shares of Common Stock reserved for issuance under the Outside Directors' Option

Plan shall not exceed 180,000 shares of the Common Stock of the Company, par

value $.01 per share, subject to adjustment pursuant to this Section IV. Any

shares of Common Stock subject to an option which for any reason either

terminates unexercised or expires, shall again be available for issuance under

the Outside Directors' Option Plan.

In the event of any change or changes in the outstanding Common Stock of

the Company by reason of any stock dividend or split, recapitalization,

reorganization, merger, consolidation, split-off, combination or any similar

corporate change, or other increase or

<PAGE>

decrease in such shares effected without receipt or payment of consideration by

the Company, the number of shares of Common Stock which may be issued under this

Outside Directors' Option Plan, the number of shares of Common Stock subject to

options granted under this Outside Directors' Option Plan and the option price

of such options, shall be automatically adjusted to prevent dilution or

enlargement of the rights granted to an Outside Director under the Outside

Directors' Option Plan.

V. Effective Date of the Plan; Stockholder Approval.

The Outside Directors' Option Plan has been adopted by the Board of

Directors and shall become effective on the date that the Outside Directors'

Option Plan is approved by the vote of the Company's stockholders holding a

majority of the shares of Common Stock entitled to vote thereon. The Outside

Directors' Option Plan shall be presented to stockholders of the Company for

approval for purposes of (i) obtaining favorable treatment under Section 16(b)

of the Exchange act and (ii) maintaining listing on the American Stock Exchange.

VI. Termination of the Plan.

The right to grant options under the Outside Directors' Option Plan shall

terminate upon the earlier of January 2, 1997 and the issuance of the Common

Stock or exercise of options equal to the maximum number of shares of Common

Stock reserved for under this Outside Director's Option Plan.

<PAGE>

VII. Amendment of the Plan.

The Outside Directors' Option Plan may be amended from time to time by the

Board of Directors of the Company, provided that Section II, "Grant of Options",

shall not be amended more than once every six months other than to comport with

the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income

Security Act of 1974, as amended, or the rules promulgated thereunder.

Except as provided in Section IV hereof, rights and obligations under any option

granted before an amendment shall not be altered or impaired by such amendment

without the written consent of the optionee. If the Outside Directors' Option

Plan becomes qualified under Rule 16b-3 promulgated under the Exchange Act and

an amendment would require stockholder approval under such Rule 16b-3 to retain

the Outside Directors' Option Plan's qualification, then such amendment shall be

presented to stockholders for approval, provided, however that the failure to

obtain stockholder approval shall not affect the validity of this Outside

Directors' Option Plan as so amended and the options granted thereunder.

VIII. Applicable Law.

This Outside Directors' Plan shall be administered, construed and

interpreted in accordance with the laws of the State of Delaware, without giving

effect to principles of conflict of laws.

IX. Administration.

Awards of options under this Outside Directors' Option Plan are automatic.

This Outside Directors' Option Plan is intended to be a "Formula Award" plan as

recognized by Rule 16b-

<PAGE>

3(c)(2)(ii) promulgated under the Exchange Act, and shall be interpreted

accordingly.

X. Registration of Shares.

Nothing contained in this Outside Directors' Option Plan shall be construed

to require the Company to register under the Securities Act of 1933, as amended

any shares of Common Stock underlying options granted under this Outside

Directors' Option Plan.

XI. Headings.

The headings contained herein are for the purpose of convenience only and

are not intended to define or limit the contents of this Outside Directors'

Option Plan.

EXHIBIT 5

March 6, 1996

Cheyenne Software, Inc.
Three Expressway Plaza
Roslyn Heights, New York 11577

Re: Cheyenne Software, Inc.
Registration Statement on Form S-8/S-3
--------------------------------------

Gentlemen:

In our capacity as counsel to Cheyenne Software, Inc., a Delaware
corporation (the "Company"), we have been requested to render this opinion in
connection with a registration statement on Form S-8/S-3 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering an aggregate
of 2,900,000 shares (the "Shares") of common stock of the Company, $.01 par
value per share (the "Common Stock"), issuable upon the exercise of certain
stock options (the "Options").

In furnishing our opinion, we have examined the Restated Certificate of
Incorporation and the Restated By-Laws of the Company, and such other
instruments and documents as we have deemed relevant and necessary as the basis
for our opinion expressed herein. We have examined originals or certified,
conformed, or photostatic copies of all documents, the authenticity of which has
been established to our satisfaction. In all such examinations, we have assumed
the genuineness of all signatures on original and certified documents, and the
conformity to executed documents of all executed copies submitted to us as
conformed or photostatic copies.

Based upon and subject to the foregoing, we are of the opinion that the
Shares issuable upon exercise of the Options have been duly authorized and, when
paid for and issued in accordance with the terms of the Options, will be duly
and validly issued shares of Common Stock.

We hereby consent to use of this opinion as an exhibit to the
Registration Statement, and to the use of our name in the Prospectus under
the caption "Legal Matters".

Very truly yours,

/s/ Morrison, Cohen, Singer & Weinstein, LLP

Morrison Cohen Singer & Weinstein, LLP

EXHIBIT 23.1

Independent Auditors' Consent
-----------------------------

The Board of Directors
Cheyenne Software, Inc. and Subsidiaries:

We consent to the use of our report incorporated herein on Form S-8/S-3 by
reference and to the reference to our firm under the heading "Experts" in
the prospectus.

Our report contains an explanatory paragraph that states that the Company is a
defendant in a class action lawsuit. The ultimate outcome of the litigation
cannot presently be determined. The consolidated financial statements and
financial statement schedules do not include any adjustment that might result
from the outcome of that uncertainty.

/s/ KPMG Peat Marwick LLP

KPMG PEAT MARWICK LLP

Jericho, New York
March 6, 1996

EXHIBIT 23.2

CONSENT CONTAINED IN EXHIBIT 5

EXHIBIT 24

INCLUDED ON SIGNATURE PAGE TO THE
REGISTRATION STATEMENT FILED ON MARCH 12, 1996.