Registration Statement No. 33-71706,
                                    Filed Pursuant to Rules 424(b)(3) and 424(c)

                            STERLING SOFTWARE, INC.
                         SUPPLEMENT TO PROSPECTUS DATED
                                December 7, 1993

     With respect to the Prospectus covering 2,529,542 shares of Common Stock of
Sterling Software, Inc. (the "Company") filed with the Form S-3 Registration
Statement No. 33-71706:

     The section entitled "Selling Stockholders" is hereby amended to add the
following disclosure:

     The following Selling Stockholders (collectively, the "TA Affiliates") have
entered into negotiations with Alex. Brown & Sons Incorporated ("Alex. Brown")
with respect to the sale of their Warrants (the "TA Warrants") to Alex. Brown
(the "Sale"), and the Company is supplementing the Prospectus to add Alex. Brown
as a Selling Stockholder thereunder in the event the Sale is consummated: Advent
VI L.P., Advent Atlantic and Pacific Limited Partnership, Advent Atlantic and
Pacific II L.P., Advent New York L.P., Advent Industrial II L.P., TA Venture
Investors Limited Partnership, Chestnut III Limited Partnership, Chestnut
Capital International III Limited Partnership, Desifta Limited and Sofilec S.A.
Set forth below are the number of shares of Common Stock owned by each of the TA
Affiliates and Alex. Brown (or that could be acquired upon exercise of
Warrants), the number of shares of Common Stock that may be offered by each of
the TA Affiliates and Alex. Brown pursuant to this Prospectus, and the number of
shares of Common Stock to be owned by each of the TA Affiliates and Alex. Brown
upon completion of the offering if all such shares are sold.  Any or all of the
shares of Common Stock listed below may be offered for sale from time to time by
the respective TA Affiliates (and/or Alex. Brown if the Sale is consummated).


 
                                        Shares Owned      Shares which    Shares Owned
                                         Before the          May be        After the
            Name                          Offering          Offered         Offering
- --------------------------------        ------------      ------------    ------------ 
                                                                 
Advent VI L.P.(1)(2)                       108,340           108,340                 -
Advent Atlantic and Pacific                 14,874            14,874                 -
  Limited Partnership(1)(3)
Advent Atlantic and Pacific II              13,543            13,543                 -
  L.P.(1)(4)
Advent New York L.P.(1)(5)                  10,834            10,834                 -
Advent Industrial II L.P.(1)(6)              7,266             7,266                 -
TA Venture Investors Limited                 2,167             2,167                 -
  Partnership(1)(7)
 

 


 
                                        Shares Owned      Shares which    Shares Owned
                                         Before the          May be        After the
            Name                          Offering          Offered         Offering
- --------------------------------        ------------      ------------    ------------ 
                                                                 
Chestnut III Limited                         7,885             7,885                 -
  Partnership(8)
Chestnut Capital International III           3,270             3,270                 -
  Limited Partnership(9)
Desifta Limited(10)                          3,270             3,270                 -
Sofilec S.A.(11)                             4,514             4,514                 -
Alex. Brown & Sons                         175,963(13)(14)   175,963(14)             -
 Incorporated(12)


- -------------------------
(1)  Mr. Brian J. Conway, a former director of SCI, is a General Partner of TA
     Associates, the general partner, or an affiliate of the general partner, of
     the partnership.
(2)  Consists of 108,340 shares issuable upon exercise of Warrants.
(3)  Consists of 14,874 shares issuable upon exercise of Warrants.
(4)  Consists of 13,543 shares issuable upon exercise of Warrants.
(5)  Consists of 10,834 shares issuable upon exercise of Warrants.
(6)  Consists of 7,266 shares issuable upon exercise of Warrants.
(7)  Consists of 2,167 shares issuable upon exercise of Warrants.
(8)  Consists of 7,885 shares issuable upon exercise of Warrants.
(9)  Consists of 3,270 shares issuable upon exercise of Warrants.
(10) Consists of 3,270 shares issuable upon exercise of Warrants.
(11) Consists of 4,514 shares issuable upon exercise of Warrants.
(12) Alex. Brown has, in the past, provided investment banking services to the
     Company.  In March 1993, Alex. Brown acted as a financial advisor to the
     Board of Directors of the Company in connection with the acquisition of SCI
     and was also the lead-managing underwriter of the January 1993 public
     offering of the 5 3/4% convertible subordinated debentures of the Company.
(13) As of the date of this Prospectus Supplement, Alex. Brown does not
     beneficially own any shares of Common Stock. As a broker-dealer, Alex.
     Brown may from time to time buy or sell shares of Common Stock to
     facilitate customer trading or for its own account, and, accordingly, may
     have resulting long or short balances. If and when the TA Affiliates and
     Alex. Brown enter into a definitive agreement with respect to the Sale,
     Alex. Brown will be deemed to have acquired beneficial ownership of the
     175,963 shares of Common Stock underlying the TA Warrants.
(14) Assumes consummation of the Sale.

        The date of this Prospectus Supplement is May 16, 1995.


387502/D

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