CHEYENNE SOFTWARE INC
8-K, 1996-04-24
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-K


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


    Date of Report (Date of earliest event reported)  April 23, 1996


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


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


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


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

























                                  Page 1 of 3<PAGE>





         ITEM 5.  OTHER EVENTS.

                   On April 23, 1996, Cheyenne Software, Inc. issued
         the press release attached hereto as Exhibit 20, which is
         hereby incorporated herein by reference.


         ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

              (c)  Exhibits.

              20.    Press release dated April 23, 1996.












































                                  Page 2 of 3<PAGE>





                                   SIGNATURE



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


                                      CHEYENNE SOFTWARE, INC.


         Date April 24, 1996          /s/ ReiJane Huai              
                                      Name:  ReiJane Huai
                                      Title:  President and Chief
                                              Executive Officer







































                                  Page 3 of 3<PAGE>





                                  EXHIBIT LIST

         20.   Press release dated April 23, 1996.

                                                              EXHIBIT 20



         CHEYENNE
                                            NEWS RELEASE

         FOR IMMEDIATE RELEASE

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


                  CHEYENNE SOFTWARE'S EXECUTIVE MANAGEMENT TEAM
              SENDS LETTER TO McAFEE PRESIDENT/CEO WILLIAM L. LARSON


         Roslyn Heights, N.Y., April 23, 1996 -- Cheyenne Software, Inc.
         (AMEX:CYE) said today that its entire executive management
         team, including the top executives responsible for the com-
         pany's flagship products, core technology, sales, marketing,
         operations, technical support and finances, today sent the fol-
         lowing letter to William L. Larson, President and Chief Execu-
         tive Officer of McAfee Associates, Inc.:



         Mr. William L. Larson
         President and Chief Executive Officer
         McAfee Associates, Inc.
         2710 Walsh Avenue
         Santa Clara CA 95051-0963

         Dear Bill:

         We, the senior executives of Cheyenne Software, Inc., have read
         and heard numerous statements in the media attributed to you
         that grossly misrepresent our views of your merger proposal.
         We are writing this letter to make our views perfectly clear.

         Each of us believes that a merger with McAfee is not in the
         best interests of this Company, our stockholders, employees or
         customers.  We believe that a combination with McAfee is not
         the best strategy for Cheyenne, we question the long-term
         growth potential of McAfee's primary line of business, and we
         see little, if any, synergistic opportunity from combining our
         lines of business.  In addition, from a financial perspective,
         we are concerned about the ability of McAfee to sustain its
         earnings growth.

         We fee your statements about our chairman, ReiJane Huai, to be
         insensitive, insulting and totally without basis.  Each of us



                                     - more -

                             Cheyenne Software, Inc.
              Three Expressway Plaza, Roslyn Heights, New York 11577
                   Telephone (516) 465-4000 Fax (516) 484-3093
                             http://www.cheyenne.com<PAGE>



         Cheyenne Software's Executive Management Team
         Sends Letter to McAfee President/CEO William L. Larson/Page 2...


         fully and unambiguously supports his and our other directors'
         unanimous decision to reject your proposal.

         This company is too important to its stockholders, employees,
         customers and communities to risk its value and assets so that
         you can -- to use your words -- "bag this bear."

                                       Sincerely,

         Yuda Doron                         Gerald Briggs
         Executive Vice President           Vice President of European
            North America Sales                Operations

         Doris Granatowski                  Robert Daly
         Executive Vice President           Vice President of 
            of Operations                      Engineering

         Alan W. Kaufman                    Steve Kendall
         Executive Vice President of        Vice President of Far East
            Sale and Secretary                 Operations

         Elliot Levine                      Jeffrey E. Finkle
         Executive Vice President,          Vice President and General
            Senior Financial Officer           Manager of Unix Division
            and Treasurer

         Michael Adler                      John McIntosh
         Vice President, General Counsel    Vice President of Tactical
            and Assistant Secretary            Services

         Stephen Brander
         Vice President of Sales Strategy
            and Planning

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

                                     # # # #



                             Cheyenne Software, Inc.
              Three Expressway Plaza, Roslyn Heights, New York 11577
                   Telephone (516) 465-4000 Fax (516) 484-3093
                              http://www.chyenne.com


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