SC 14D1/A

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
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                           AMENDMENT NO. 2 TO
                             SCHEDULE 14D-1
             TENDER OFFER STATEMENT PURSUANT TO SECTION
          14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                  AND
                              SCHEDULE 13D
             UNDER THE SECURITIES EXCHANGE ACT OF 1934

                         CHEYENNE SOFTWARE, INC.
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                        (Name of Subject Company)

                        TSE-TSEHESE-STAESTSE, INC.
                 COMPUTER ASSOCIATES INTERNATIONAL, INC.
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                                (Bidder)

                 COMMON STOCK, $.01 PAR VALUE PER SHARE
    SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
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                     (Title of Class of Securities)

                               166888107
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                 (CUSIP Number of Class of Securities)

                              SANJAY KUMAR
                       TSE-TSEHESE-STAESTSE, INC.
              C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
                     ONE COMPUTER ASSOCIATES PLAZA
                     ISLANDIA, NEW YORK  11788-7000
                             (516) 342-5224
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        (Name, Address and Telephone Number of Person Authorized
        to Receive Notices and Communications on Behalf of Bidder)

                               COPIES TO:
                          SCOTT F. SMITH, ESQ.
                         HOWARD, DARBY & LEVIN
                      1330 AVENUE OF THE AMERICAS
                       NEW YORK, NEW YORK  10019
                       TELEPHONE: (212) 841-1000
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                            October 11, 1996
                  (Date Tender Offer First Published,
                   Sent or Given to Security Holders)
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                           Page 1 of 4 Pages
                    Exhibit Index begins on page 4

 2

            Computer Associates International, Inc. and its wholly owned 
subsidiary, Tse-tsehese-staestse, Inc., hereby amend and supplement their 
Tender Offer Statement on Schedule 14D-1, originally filed on October 11, 
1996 and amended by Amendment No. 1 filed on October 23, 1996 (the 
"Statement"), with respect to an offer to purchase all outstanding shares 
of Common Stock, par value $.01 per share, including associated Preferred 
Share Purchase Rights, of Cheyenne Software, Inc. (the "Company") as set 
forth in this Amendment No. 2. Capitalized terms not defined in this 
Amendment No. 2 have the meanings assigned to them in the Statement.

Item 10.    Additional Information

            The response to Item 10 is hereby amended and supplemented as
            follows:

            On October 25, 1996, Computer Associates and the Company 
issued the joint press release attached hereto as Exhibit (a)(11).  The 
information set forth in the press release is incorporated herein by 
reference.

Item 11.    Material to be Filed as Exhibits.

(a)(11)     Text of joint press release issued by Computer Associates and
            the Company dated October 25, 1996.


 3

                          SIGNATURE

            After due inquiry and to the best of my knowledge and belief, 
the undersigned certifies that the information set forth in this statement 
is true, complete and correct.

Dated: October 25, 1996

                    TSE-TSEHESE-STAESTSE, INC.


                    By/s/ Peter Schwartz                    
                    --------------------------------------
                     Name:  Peter Schwartz
                     Title: Vice President and Treasurer


                    COMPUTER ASSOCIATES INTERNATIONAL, INC.


                    By/s/ Peter Schwartz                    
                    --------------------------------------
                     Name:  Peter Schwartz
                     Title: Senior Vice President and
                     Chief  Financial Officer


 4

                        EXHIBIT INDEX

Exhibit
Number 	Exhibit Name

(a)(11)	Text of joint press release issued by Computer Associates and
            the Company dated October 25, 1996.

EX-99.A.11

                                            Exhibit 99 (a)(11)

Contact:Doug Robinson-CA Investor Relations Bob Gordon-CA Public Relations
        (516) 342-2745                     (516) 342-2391
        dougr@mail.cai.com                  bobg@cai.com	
	
        Elliot Levine - Cheyenne EVP/CFO
        (516) 465-4000
	
COMPUTER ASSOCIATES ANNOUNCES HSR WAITING PERIOD EXPIRES IN TENDER OFFER  
                   FOR CHEYENNE SOFTWARE, INC. SHARES 

ISLANDIA, NY and ROSLYN HEIGHTS, NY,  October 25, 1996 - Computer 
Associates International, Inc. (NYSE: CA) and Cheyenne Software, Inc. 
(AMEX: CYE) announced today that the Hart-Scott-Rodino waiting period 
relating to CA's ongoing $30.50 per share tender offer for Cheyenne 
Software, Inc. has expired.  The tender offer is scheduled to expire at 
12:00 midnight, New York City time, on Friday, November 8, 1996, unless 
extended.

Computer Associates International, Inc. (NYSE: CA), with headquarters in 
Islandia, NY, is the world leader in mission-critical software.  The 
company develops, licenses, and supports more than 500 integrated products 
that include enterprise computing and information management, application 
development, manufacturing and financial applications.  CA has 9000 people 
in 130 offices in 40 countries and had revenue of more than $3.5 billion 
in fiscal year 1996.  CA can be reached by visiting http://www.cai.com on 
the World Wide Web, emailing info@cai.com, or calling 1-516-342-5224.

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 management, security, and communications 
products, including Cheyenne(r) HSM, JETserve(tm), InocuLAN(tm), 
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.