8-K

                       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): August 4, 2005

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


          Delaware                    000-25285                 94-2669809
(State or other jurisdictions    Commission File Number      (I.R.S. employer
      of Incorporation)                                   identification number)


       2755 CAMPUS DRIVE 3rd FLOOR,
           SAN MATEO, CALIFORNIA                                 94403-2538

 (Address of principal executive offices)                        (zip code)


       Registrant's telephone number, including area code: (650) 522-6600

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

X    Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 2.02 Results of Operations and Financial Condition

On August 4, 2005, Serena Software Inc. issued a press release announcing its
Preliminary Second Quarter Fiscal 2006 Results. The press release is furnished
as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by
reference.

The information contained in this Item 2.02, including the attached Exhibit
99.1, is being furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(c)  Exhibits:

     99.1 Press Release, dated August 4, 2005, announcing Preliminary Second
          Quarter Fiscal 2006 Results.




                                    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.



SERENA SOFTWARE, INC.
By:    /s/ ROBERT I. PENDER JR.
       ------------------------
Name:  Robert I. Pender Jr
Title: Senior Vice President, Finance and
       Administration, Chief Financial Officer
       and Director


Date: August 4, 2005




                                  EXHIBIT INDEX

Exhibit
Number

99.1  Press Release, dated August 4, 2005, announcing Preliminary Second Quarter
      Fiscal 2006 Results

EX-99.1

                                                                    Exhibit 99.1

Serena Software Announces Preliminary Second Quarter Fiscal 2006 Results

    SAN MATEO, Calif.--(BUSINESS WIRE)--Aug. 4, 2005--Serena Software,
Inc. (NASDAQ:SRNA), announced today preliminary second quarter
financial results for the fiscal quarter ending July 31, 2005. Based
on preliminary estimates, the company expects license revenues to be
in the range of $18.5 to $19.5 million and total revenues in the range
of $59 to $60 million compared to the second quarter guidance,
provided at the time of the first quarter of fiscal 2006 earnings
press release, of total revenues in the range of $64 to $66 million.
Non-GAAP net income per fully diluted share is expected to be $0.31 to
$0.32 and GAAP net income per fully diluted share is expected to be
$0.17 to $0.18. These earnings estimates are at the low end or
slightly below the company's original guidance of $0.32 to $0.33 in
non-GAAP net income per fully diluted share and $0.19 to $0.20 in GAAP
net income per fully diluted share.
    These results are preliminary and actual results could vary
materially when the company reports final earnings for the second
quarter of fiscal 2006 on August 18, 2005 after the market close.
Further details on the company's expectations going forward will be
provided in that conference call.
    "We continue to experience delays in closing large transactions
due to rigorous purchasing processes. I believe that the second half
seasonality of Information Technology spending has increased
significantly over the last couple of years, particularly for bigger
deals. We are focused on improving sales force execution and
productivity going forward" said Mark Woodward, CEO and President. "We
remain in outstanding financial shape with a business model focused on
profitability and cash flows and I believe we are well positioned for
the second half of this fiscal year."

    Commentary Available

    A conference call to discuss this announcement will be held
starting at 2:00 PM Pacific time today and may be accessed live via
the Internet at www.companyboardroom.com or
www.serena.com/prelimQ206results. To participate in the live call,
dial (866) 322-0547 (toll free) or (706) 758-0596 (international). An
audio replay of the call will be available through August 11, 2005 by
dialing (800) 642-1687 (toll free) or (706) 645-9291 (international),
Conference ID# 8257265.

    About Serena Software, Inc.

    Serena Software (NASDAQ: SRNA) is the largest company solely
focused on managing change in the IT environment. Serena's products
and services automate process and control change for teams managing
development, web content, and IT infrastructure. Based on 25 years of
innovation in process and configuration management, Serena's SAFE(TM)
solutions enable customers at more than 15,000 sites worldwide,
including 98 of the Fortune 100, to improve IT governance, mitigate
risks, support regulatory compliance, and boost productivity and
quality. Serena is headquartered in San Mateo, California, with
offices throughout the U.S., Europe, and Asia Pacific. For more
information, please visit www.serena.com.

    This press release contains "forward-looking statements" under the
Private Securities Reform Act of 1995. There can be no assurance that
future results will be achieved, and actual results could differ
materially from forecasts and estimates. Factors that could cause or
contribute to such differences include, but are not limited to, the
percentage of license revenue typically closed at the end of each
quarter making estimation of operating results prior to the end of the
quarter extremely uncertain; weak economic conditions worldwide which
may continue to affect the overall demand for software and services,
which has resulted in and could continue to result in decreased
revenues or lower revenue growth rates; our ability to successfully
integrate our acquisition of Merant plc.; changes in revenue mix and
seasonality; dependence on revenues from our installed base; the
expansion of our international organizations; continued demand for
additional mainframe MIPS capacity; our ability to complete the
assessment of internal controls over financial reporting as of January
31, 2006, as required by Section 404 of the Sarbanes-Oxley Act, which
may impact market perception of the reliability of our internal
controls over financial reporting and thus adversely affect the market
price of our common stock; and our ability to manage our growth.
Information about potential factors that could affect the Company's
financial results is included in the Company's Form 10-K filed on
April 8, 2005 and Form 10-Q filed on June 9, 2005. Serena assumes no
obligation to update the forward-looking information contained in this
press release.

    GAAP to non-GAAP Reconciliation

    Serena management evaluates and makes operating decisions using
various operating measures. These measures are generally based on the
revenues of its product, maintenance and services operations and
certain costs of these operations, such as cost of revenues, research
and development, sales and marketing and general and administrative
expenses. Such measures include non-GAAP net income and non-GAAP net
income per share. We have outlined below the type and scope of the
amounts excluded in calculating these non-GAAP measures and the
limitations on the use of these non-GAAP measures as a result of these
exclusions. These non-GAAP measures are not an alternative to measures
calculated in accordance with GAAP. Investors and potential investors
in our securities should not rely on the use of these non-GAAP
measures as a substitute for any GAAP financial measure. In addition,
our calculation of these non-GAAP measures may or may not be
consistent with that of other companies. We strongly urge investors
and potential investors not to rely on any single financial measure to
evaluate our business.
    Serena views non-GAAP net income and non-GAAP earnings per share
as operating performance measures, and as such it believes that the
GAAP financial measures most directly comparable to them are net
income and net income per share, respectively. Non-GAAP net income and
net income per share differ from comparable GAAP measures in that they
exclude the amortization of intangible assets and charges relating to
the purchase accounting adjustments for the acquisition of Merant,
amortization of acquired technology and intangible assets, stock based
compensation, restructuring, acquisition and other charges.
    Management believes it is useful in measuring Serena's operations
to exclude amortization of intangible assets and charges relating to
the purchase accounting adjustments for the acquisition of Merant
because these costs are primarily fixed at the time of the acquisition
and generally cannot be changed by management in the short term, or
represent significant costs not related to current operations.
Non-GAAP net income is helpful in more clearly highlighting trends in
its core business that may not otherwise be apparent when relying
solely on GAAP financial measures, because these non-GAAP measures
eliminate financial items that have less bearing on Serena's operating
performance. Serena believes it is useful to investors to see how
management separates initial acquisition costs from its view of
Serena's current and future continuing operations.

    Trademarks

    Serena, TeamTrack, ChangeMan, Comparex and StarTool are registered
trademarks of Serena Software Inc. SAFE is a trademark of Serena
Software Inc. All other products or company names mentioned are used
for identification purposes only, and may be trademarks of their
respective owners.

    (C) 2005 Serena Software, Inc. All Rights Reserved.

    CONTACT: Serena Software, Inc.
             Robert I. Pender, Jr., 650-522-6604
              or
             Citigate Sard Verbinnen
             Robin Weinberg, 212-687-8080