February 8, 2006

Via Facsimile ((650) 493-6811) and U.S. Mail

John Fore, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA  94303

	Re:	Serena Software, Inc.
		Schedule TO-I
		Filed February 2, 2006
		File No. 005-58055

Dear Mr. Fore:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule TO-I
1. We note that Spyglass Merger Corp., Silver Lake Partners II,
L.P.
and their affiliates have entered into the merger agreement
pursuant
to which the current tender offer is being made.  We also note
that
the financing for this tender offer includes (i) an equity
contribution by the Silver Lake affiliates, including Mr. Troxel
and
the Troxel Trust, (ii) proceeds from a credit facility entered
into
by Spyglass Merger Corp. (an entity formed by Silver Lake Partners
solely for purposes of the merger), and (iii) an offering of debt
securities by Spyglass Merger Corp. or Serena Software.  The
definition of "offeror" includes not only the purchaser of
securities
in the offer, but also any person or entity on whose behalf the
offer
is made (see Instruction K (1) to Schedule TO).   Please advise us
why Spyglass Merger Corp., Silver Lake Partners II, L.P., Mr.
Troxel,
and the Troxel Trust have not also been identified as offerors in
this tender offer.  Before drafting your response, please review
"Identifying the Bidder in a Tender Offer" in the Division of
Corporation Finance`s Current Issues and Rulemaking Projects
Outline,
available on our web site at www.sec.gov for general guidance.
Any
new offerors in the tender offer must ensure that they
independently
satisfy the timing, disclosure, signatory and dissemination
requirements of Schedule TO.

Offer to Purchase
2. We note that your tender offer is limited to holders of options
under some, but not all, of your option plans.  We further note
that
with respect to options issued under the Serena Amended and
Restated
1997 Stock Option and Incentive Plan, some options are eligible to
participate in the tender offer while some are not.  Please
provide
us with your detailed legal analysis of your compliance with Rule
13e-4(f)(8)(i).
3. We note that tendering security holders may receive
consideration
in an amount determined based on a formula and the number of
options
tendered or, if greater, $500.  Please provide us your detailed
legal
analysis of your compliance with Rule 13e-4(f)(8)(ii).
4. We note that the tender offer is conditioned on the completion
of
the merger.  We also note that the offer is scheduled to expire
March
2, 2006 while the special meeting of security holders in which you
will seek approval of the merger agreement is scheduled for March
9,
2006.  Defining the conditions in this manner suggests that
conditions to the offer may be raised or asserted after expiration
of
the offer.  Please be advised that all conditions to the offer,
other
than those subject to applicable law, must be satisfied or waived
before the expiration of the offer.  Revise the disclosure
throughout
the offer document to make clear that all conditions, other than
those subject to government approvals, will be satisfied or waived
on
or before expiration of the offer.
5. On a related matter, please note that Rule 13e-4(f)(2)(i)
requires
that security holders may withdraw their securities at any time
during which the tender offer remains open.  As currently
structured,
the withdrawal rights will expire prior to all conditions having
been
satisfied or waived.  Please provide us a detailed legal analysis
of
your compliance with the cited rule.  Alternatively, revise your
offer document to comply with the rule.
6. Also, Rule 13e-4(f)(5) requires the payment for tendered
securities, or their return, promptly after the expiration.  As
currently structured, security holders will receive payment for
their
tendered securities, or the return of those securities, at least a
week after the expiration of the offer.  Please provide us a
detailed
legal analysis of your compliance with the cited rule.
Alternatively, revise your offer document to comply with the rule.
7. We note again the dates of the offer`s expiration and the
special
meeting of security holders.  Please tell us how you intend to
comply
with Rule 13e-4(f)(6)(i).

Conditions of the Offer, page 21
8. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions
have been satisfied.  With this in mind, please revise the second
bullet point in this section and the third and fourth sub-bullet
points under the third bullet point, each of which conditions the
offer on whether the contemplated benefits the bidder may enjoy
from
the offer are materially impaired.  Please revise to specify or
generally describe the benefits of the offer to you so that
security
holders will have the ability to objectively determine whether the
condition has been triggered.
9. Refer to the first full paragraph on page 22.  This language
implies that once an offer condition is triggered, the bidder must
decide whether or not to waive the condition.  Note that when a
condition is triggered and you decide to proceed with the offer
anyway, we believe that this constitutes a waiver of the triggered
condition(s).  Depending on the materiality of the waived
condition
and the number of days remaining in the offer, you may be required
to
extend the offer and recirculate new disclosure to security
holders.
You may not, as this language seems to imply, simply fail to
assert a
triggered offer condition and thus effectively waive it without
officially doing so.  Please confirm your understanding
supplementally.

Source and Amount of Consideration, page 24
10. We note your sources of funds for the current tender offer
include various debt facilities.  Please provide the disclosure
required by Item 1007(d) of Regulation M-A.  Also, file the
exhibits
required by Item 1016(b) of Regulation M-A.

Status of Eligible Options Cancelled by us in this Offer, page 33
11. We note that the charge to earnings resulting from the
cancellation of unvested stock options is expected to be
approximately $3.6.  Please reconcile this amount with the
expected
funds necessary for the transaction of $9.6 million (see page 24).

Financial Information, page 37
12. We note you have incorporated by reference the financial
information required by Item 1010(a) of Regulation M-A and have
provided the summary information required by Item 1010(c).  Please
provide the information required by Item 1010(c)(2) and (5) of
Regulation M-A.



Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
bidder and its management are in possession of all facts relating
to
the company`s disclosure, they are responsible for the accuracy
and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the bidder acknowledging that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,



						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers and Acquisitions

??

??

??

??

John Fore, Esq.
Wilson Sonsini Goodrich & Rosati
February 8, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE