S-3

As filed with the Securities and Exchange Commission on April 6, 2001
Registration No. 333-___________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

Centura Software Corporation
(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	7372 (Primary standard industrial classification code number)	94-2874178 (I.R.S. Employer Identification Number)
975 Island Drive Redwood Shores, California 94065 (650) 596-3400 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

SCOTT R. BROOMFIELD
President And Chief Executive Officer
975 Island Drive
Redwood Shores, California 94065
(650) 596-3400(Name, Address Including Zip Code, and Telephone Number Including Area Code,
of Agent for Service)

Copies to:

RICHARD S. GREY, ESQ.
Orrick, Herrington & Sutcliffe LLP
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, CA 94111

Approximate date of commencement of proposed sale to the public:
At such time or times after the effective date of this registration statement
as the selling stockholders shall determine.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _______________

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _______________

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $.01 par value	5,750,000 shares	$0.8594	$4,941,550	$1,235

(1)Shares of common stock that may be offered pursuant to this Registration Statement consist of 5,301,952 shares issuable upon conversion of 5,000 shares of Series B Cumulative Convertible Preferred Stock and 448,048 shares issuable upon exercise of warrants. For purposes of estimating the number of shares of common stock to be included in this Registration Statement, we included (i) 1,400,000 shares, representing the number of shares of common stock issuable upon conversion of the Series B Cumulative Convertible Preferred Stock, determined as if 2,000 shares of the Series B Cumulative Convertible Preferred Stock were converted in full at the ceiling conversion price of $1.75 per share and after fully accrued dividends on 2,000 shares of Series B Cumulative Convertible Preferred Stock of approximately $225 per share; plus an additional 720,781 shares, to account for any additional shares issuable if the conversion price is below $1.75 per share, (ii) 2,100,000 shares, representing the number of shares of common stock issuable upon conversion of the Series B Cumulative Convertible Preferred Stock, determined as if 3,000 shares of the Series B Cumulative Convertible Preferred Stock were converted in full at a conversion price of $1.75 per share and after fully accrued dividends on 3,000 shares of Series B Cumulative Convertible Preferred Stock of approximately $225 per share; plus an additional 1,081,171 shares, to account for any additional shares issuable if the conversion price is below $1.75 per share, and (iii) 359,789 shares, representing 100% of the number of shares of common stock issuable upon exercise of the warrants, plus an additional 88,259 shares to account for any additional shares issuable upon the exercise of the warrants if the applicable conversion price goes down pursuant to the terms of the Series B Cumulative Convertible Preferred Stock transaction documents.

(2)Estimated solely for the purpose of computing the amount of the registration fee based on the average of the high and low sale prices of the common stock as reported on The Nasdaq National Market on April 4, 2001 pursuant to Rule 457(c).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS IDENTIFIED IN THIS PROSPECTUS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion, Dated April 6, 2001

PRELIMINARY PROSPECTUS

CENTURA SOFTWARE CORPORATION

5,750,000 Shares

Common Stock

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 3 OF THIS PROSPECTUS FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

5,750,000 shares of our common stock are being sold by the selling stockholders listed on page 11. The shares are issuable upon conversion of preferred stock and exercise of warrants, both of which were issued by us in connection with a private financing in 2001.

On April 5, 2001, the last sale price of our common stock on The Nasdaq National Market was $0.875 per share.

Centura Software Corporation
975 Island Drive
Redwood Shores, California 94065
(650) 596-3400

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is April 6, 2001

THE COMPANY

We are focused on becoming the leader in enabling the secure extension of enterprise class information, on a wireless basis, to Information Appliances (as defined below) (used by people) and Intelligent Devices (as defined below) (machines) through our Touchpoint software membrane. To accentuate this focus, on February 22, 2001, we completed a divestiture of our client/server business. The divestiture provides management the ability to devote its complete attention and resources to developing new products and services related to mobile, wireless and embedded computing. Management believes that the mobile and embedded markets provide greater growth potential than our client/server business.

Net revenue related to the divested business represented approximately $33 million or approximately 80% of our 2000 net revenue, and the divestiture is anticipated to result in annualized cost savings of approximately $35 million.

As the name "Centura Software Corporation" was developed and used in our client/server business, which now has been sold, management has begun a process to rename the Company "Mbrane", Inc. and to develop the name "Mbrane" as the brand for its products. Subject to approval by the Company's stockholders, the Company's board of directors has approved changing the name of the Company to "Mbrane, Inc." At its annual meeting of stockholders to be held in June 2001, the Company will seek stockholder approval of the name change. The Company's stock symbol on the Nasdaq National Market will be changed to MBRN, effective April 2, 2001. References to "we", "us", "our", "Mbrane", "Centura" or the "Company" means Centura Software Corporation and its subsidiaries and divisions (which now conduct business as Mbrane), and their predecessor companies and subsidiaries. Discussion about our business in Part I, Item 1, of this report will focus mostly on our new products and services.

Mbrane is a worldwide company with offices in the United States, the United Kingdom and Australia. We solve the problem of getting business information to and from mobile workers and embedded devices, thereby enabling informed, real time decision making capabilities for businesses. Hand- held devices, such as the Compaq iPAQ, the Palm, the HP Jornada, and cellular telephones ("Information Appliances") and embedded system devices, such as switches for fiber optic data traffic, factory automation equipment, printers and scanners ("Intelligent Devices") can now have secure and interactive access to enterprise systems, processes, applications and data (herein after defined as "Information Assets"). Mbrane's products include the "Touchpoint Product Suite" and an embedded application and data management technology ("Velocis"). Together these products provide a comprehensive connectivity platform and utility technology that enables users of Information Appliances and Intelligent Devices to access and process business information in real-time and in both connected and occasionally connected secure environments. Mbrane makes a software platform our customers use to quickly develop sophisticated wireless connections to enterprise business applications. We believe that connecting the mobile worker, or embedded systems, to enterprise Information Assets will provide our customers substantial returns in productivity and competitiveness.

RISK FACTORS

PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO THE OTHER INFORMATION APPEARING IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.

Our current business is not profitable and may not become profitable.

To date, our mobile, wireless and embedded business has not been profitable and we do not expect it to become profitable during 2001. Although it is management's objective to become profitable in 2002, there can be no assurance that this objective will be achieved.

We have incurred losses from operations in 2000 and 1999 with an accumulated deficit of $106,018,000 and $81,216,000, respectively. We have been dependent upon raising money from issuances of our preferred stock and common stock in order to fund these losses and further establish our business. We currently plan to increase our revenues to a level that will allow us to finance expected expenditures and result in at least neutral cash flows from operations. However until we reach this stage we will continue to use our current cash and cash equivalent balances to meet the shortfall. We also plan to raise additional financing where necessary. There can be no assurance that, in the event we require additional financing, such financing will be available on terms which are acceptable to us or at all. Any additional issuance of equity or equity- related securities will be dilutive to our stockholders. In the event that we are unable to increase revenue levels or financing is unavailable to us management has developed alternative plans that will entail the reduction of expenses to levels that could be financed by revenues generated. Such reductions in expenditures may include actions similar or slightly smaller in scope to the cost-reduction exercises undertaken in November 2000. There can be no assurance that the exercise undertaken in November 2000 or any further cost cutting exercises will be successful in completely eliminating the difference between expenditures and revenues or that such actions would not have a harmful effect on our business and results of operations.

Based on our current plans we believe that the current balance of our cash and cash equivalents, the proceeds from the divestiture of our client/server product and services business, and the proceeds from additional financing will be sufficient to meet our operating and capital requirements for at least the next twelve months.

The market for mobile, embedded and wireless devices may grow more slowly that anticipated.

Although we believe the market for utilizing mobile, wireless and embedded technology is growing quickly, we cannot predict the rate at which such technology will be adopted. If the rate of adoption of such technology is slower than anticipated, the rate of growth of our revenue will likely be slowed.

The volatility of our common stock price may harm our growth and ability to raise capital.

Our common stock has a history of high volatility and our stock price may vary in response to quarterly variations in operating and financial results, as highlighted below, announcements of new products or customer contracts by us or our competitors, litigation and other factors, including sales of substantial blocks of our common stock. In addition, the extreme price fluctuations of the stock market in general, and technology stocks in particular (including ours), may affect the price of our stock, often without necessarily any regard to whether we have experienced changes in our business, operating results, or financial condition. Fluctuations in the trading price or liquidity of our common stock may adversely affect our ability to raise capital through future equity financings, or to negotiate successful stock-for-stock acquisitions of other companies.

Fluctuations in our quarterly and annual results may adversely affect our stock price.

Our quarterly and annual operating results have fluctuated significantly in the past and may continue to do so in the future. On an annual basis historically, including the results of our client server business which was sold in February 2001, we reported a loss of $30.0 million in 2000, a loss of $3.2 million in 1999, and a profit of $2.1 million in 1998. Our future operating results may be below the expectations of public market analysts or investors. We also may not learn of, or be able to confirm, revenue or earnings shortfalls until late in, or after, the fiscal quarter; consequently we may not be able to adjust spending in a timely manner to compensate for the shortfalls. Accordingly, any significant shortfall in sales of our products or services in relation to our expectations, or those of analysts or investors, could have an immediate adverse impact on the price of our common stock. A number of factors are likely to cause variations in our quarterly and annual results. From time to time, new technologies may be announced or delivered - developed by us or our competition that have the potential to replace or shorten the life cycles of our existing products. The announcement of new products may also cause customers to delay their purchasing decisions in anticipation of such products. We may therefore occasionally experience a reduction in demand, and decreased sales, for our existing products. In addition, in some cases our revenue recognition is dependent upon the business activities of our customers, and the timely and accurate reporting of their activities to us, making predictability of the related revenue extremely uncertain. For example, many of our product licensing arrangements are subject to revenue recognition on a per- unit deployed basis, including cases where a deferred obligation to such customers is gradually extinguished. Delays in the introduction or availability of new hardware and software products from third parties may also negatively affect sales of our products.

Cyclical factors, including year and quarter end purchasing and the timing of marketing activities, such as industry conventions and tradeshows, may cause our operating results to fluctuate. Although we have operated historically with little or no backlog, we have experienced cyclical patterns of product revenue, contributing to variation in quarterly worldwide product revenues and operating results. We have generally realized lower revenues in the first quarter as compared with the immediately preceding fourth quarter of any given year and lower European revenues in the third quarter as compared to the rest of the year. We have also experienced a pattern of recording a substantial portion of our revenues in the third month of a quarter. As a result, product revenues in any quarter are dependent on orders booked in the last month. Our staffing and other operating expenses are based in part on anticipated net revenues, a substantial portion of which may not be generated until the end of each quarter. Delays in the receipt or shipment of orders, or the actual loss of product orders, can cause significant variations in operating results from quarter to quarter.

Our restructuring efforts may not improve our operational performance.

We have restructured our operations and announced changes in strategic direction in the past:

• In June 1999, we extended our offering of embedded database products by acquiring Raima Corporation, a Seattle-based vendor of cross-platform micro- databases and data management tools. Through this acquisition we were further able to focus our efforts throughout 1999 and 2000 on the Information Appliance and Intelligent Device markets.
• In February 2001, we completed a divestiture of our client/server product and services business. The divestiture provides management the ability to devote its complete attention and resources to developing new products and services related to mobile, wireless, and embedded computing. Management believes that the mobile and embedded markets provide greater growth potential than the client/server business.

We may possibly undertake other major restructuring efforts or changes in strategic direction in the future. It is uncertain whether our past or future strategic changes will improve our operational results.

Our inability to retain or attract key personnel may prevent our business from growing.

We are highly dependent on our executive officers and other key personnel, and the loss of these employees may harm our competitive position. Our future success will also depend largely on our ability to continue to attract highly skilled personnel. Competition is intense for employees with highly technical, management, and other skills in the software industry, particularly in Seattle and the San Francisco bay area, and it may be difficult to attract or retain qualified key employees. Without strong management and talented employees we may not continue to develop successful new products or to obtain important strategic alliances.

The lack of timely market delivery of our products and services or the inability to achieve market acceptance may result in negative publicity and losses.

The markets for our software products and services are characterized by rapid technological developments, evolving industry standards, swift changes in customer requirements, computer operating environments, and frequent new product introductions and enhancements. If one or more competitors introduce products that better address customer needs we may lose our market positioning and momentum, and as a consequence our revenues may decrease.

Our success depends on the ability of our primary products, including Mbrane's Touchpoint Mobile Companion; Touchpoint Embedded Companion (including RDM); Touchpoint Server Partner; and Velocis to perform well in various business hardware and software application environments, and on the ability of our consulting organization to successfully assist customers in their solutions development. Any failure to deliver these products and services as scheduled, their failure to achieve market acceptance, rapid technological change, or failure to timely release new versions or upgrades, could result in negative publicity and decreased sales. Like many software companies, we have experienced delays in the development of new products and product versions, resulting in loss or delays of product revenues. There can be no assurance that we will not experience further delays in connection with our current product development or future development activities. We are also increasingly dependent on the efforts of third-party "partners," including system integrators, independent software vendors and distributors, to develop, implement, service and support our products. These third parties increasingly have opportunities to select from a very broad range of products from our competitors, many of whom have greater resources and market acceptance than ours. In order for our products and services to succeed in the market we must actively recruit and sustain relationships with these third parties.

Software errors in some of our products may cause our future sales to decrease.

Software products as complex as those offered by us may contain undetected errors when first introduced or as new versions are released. Our software products are complex; therefore, undetected errors may be discovered after our products are first released. Although we have not experienced material adverse effects resulting from any such errors to date, errors could be found in new products or releases after commencement of commercial shipments, resulting in adverse product reviews and a loss of or delay in market acceptance.

If our target customers shift requirements away from mobile, wireless, and embedded systems software applications, demand for our products may decrease significantly.

To date, substantially all of our revenues have been derived from the licensing of our embedded database products for PC client/server systems and other embedded software environments. Licensing of products for use in mobile, wireless, embedded systems, and related consulting and support services, is expected to account for substantially all of our revenues for the foreseeable future. The market for mobile, wireless and embedded systems in general, and the segments of such market addressed by our products in particular, are relatively new. Our future financial performance will depend in part on the continued expansion of this market and these market segments, the growth in the demand for our other products, as well as increased acceptance of our products by information technology professionals. We cannot assure you that the market for mobile, wireless and embedded systems software in general, and the relevant segments of the market addressed by our products will continue to grow. Neither can we assure that we will be able to respond effectively to the evolving requirements of the market and market segments, or that information technology professionals will accept our products. If we are not successful in developing, marketing, localizing and selling applications that gain commercial acceptance on a timely basis, our competitive position may suffer and our revenues may decrease.

The market for mobile, wireless, and embedded systems software is highly competitive, and we risk losing our market share to other companies.

The mobile, wireless, and embedded systems software market is intensely competitive and rapidly changing. Our current and prospective competitors offer a variety of solutions to address this market segment. Competitors range from providers of connectivity and synchronization solutions, such as Abaco, Aether Systems, Broadbeam, Brience, Palm, Everypath, Fusion One, Odyssey, Pumatech and Veriprise to providers of both connectivity-synchronization and small footprint embeddable databases such as IBM, Informix ("Cloudscape"), Microsoft, Object Store, Oracle, Point Base and Sybase's iAnywhere division. Our competitors could introduce products with more features and lower prices than our offerings. These companies could also form partnerships with established companies to compete with us. As our market expands, it becomes more attractive to any number of companies. Companies with significantly greater resources than ours could attempt to enter the market, or increase their presence in the market, by acquisition, forming strategic alliances with our competitors, or by introducing products specifically designed for these markets.

Any termination, or significant disruption, of our relationships with any of our VAR partners, or the failure by such parties to renew agreements with us, could harm our sales.

We rely on relationships with value-added resellers. We also maintain strategic relationships with a number of vertical software vendors and other technology companies for marketing or resale of our products. Some of our resellers also offer competing products. We cannot assure you that our resellers will continue to purchase our products in the same amounts, if at all, or to provide our products with adequate promotional support. Termination of any of our relationships with distributors or resellers could negatively affect our sales.

Our inability to compete successfully in international markets may reduce our revenues.

For the year ended December 31, 2000 our international sales were 56% of our net revenues, for the year ended December 31, 1999 our international sales were 55% of our net revenues, and for the year ended December 31, 1998 our international sales were 54% of our net revenues. A key component of our strategy is continued expansion into international markets particularly as the international market for mobile, wireless and embedded systems software has in many instances developed ahead of domestic markets. We currently anticipate that international sales, particularly in new and emerging markets, will continue to account for a significant percentage of total revenues. We will need to retain effective VARs, and hire, retain and motivate qualified personnel internationally to maintain and/or expand our international presence. However, there can be no assurance that we will be able to successfully market, sell, localize, and deliver our products in international markets. There are also risks inherent in doing business internationally; unexpected changes in regulatory requirements and government controls, problems and delays in collecting accounts receivable, tariffs, export license requirements and other trade barriers, difficulties in staffing and managing foreign operations, longer payment cycles, political and economic instability, fluctuations in currency exchange rates, seasonal reductions in business activity during summer months in Europe and other parts of the world, restrictions on the export of critical technology, and potentially adverse tax consequences, could adversely impact the success of international operations. In addition, effective copyright and trade secret protection may be limited or unavailable under the laws of some foreign jurisdictions. Also, sales of our products are denominated either in the local currency of the respective geographic region or in US dollars, depending upon the economic stability of that region and locally accepted business practices. Any increase in the value of the US dollar, relative to local currencies in those markets, may negatively impact our competitive position and our cash flows.

Our inability to adequately protect our proprietary technology may result in losing our competitive position.

We currently have two patents pending with respect to our proprietary encryption methodology and four patents pending with respect to our Touchpoint Companion and Server architecture. The source code for our proprietary software is protected both as a trade secret and as a copyrighted work. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our products or technology without authorization, or to develop similar technology independently. In addition, effective copyright and trade secret protection may be unavailable or limited in some foreign countries. We generally enter into confidentiality or license agreements with our employees, consultants, and vendors, and generally control access to and distribution of our software, documentation, and other proprietary information. Despite efforts to protect proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that is regarded as proprietary. Policing such unauthorized use is difficult. There can be no assurance that the steps taken by us will prevent misappropriation of our technology or that such agreements will be enforceable. In addition, litigation may be necessary in the future to enforce intellectual property rights, to protect trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of our resources. Third parties may also claim infringement by us with respect to current or future products. We expect that we will increasingly be subject to such claims as the number of products and competitors in the mobile, wireless, and embedded system software markets grow and the functionality of such products overlaps with other industry segments. In the past, we have received notices alleging that our products infringe trademarks of third parties. We have historically dealt with and will in the future continue to deal with such claims in the ordinary course of business; evaluating the merits of each claim on an individual basis. There are currently no material pending legal proceedings against us regarding trademark infringement.

Any third party infringement claims, whether or not they are meritorious, could result in costly litigation or require us to enter into royalty or licensing agreements. If such agreements are required, they may be unavailable or only available on unacceptable terms. If we were found to have infringed upon the proprietary rights of third parties we could be required to pay damages, cease sales of the infringing products, and redesign or discontinue such products.

Our inability to monitor and respond to the need for additional personnel and upgraded systems may impair our ability to expand sales and generate increased revenue.

In recent years we have experienced both expansion and contraction of our operations, each of which has placed significant demands on our administrative, operational and financial resources. To manage future growth, if any, we must continue to improve our financial and management controls, reporting systems, and procedures on a timely basis. Further, we must expand, train and manage our work force. There can be no assurance that we will be able to perform such actions successfully. We intend to continue to invest in improving our financial systems and controls in connection with higher levels of operations. Although we believe that our systems and controls are adequate for the current level of operations, we may need to add additional personnel and expand and upgrade our financial systems to manage any future growth. Our failure to do so effectively could negatively impact the growth of our sales and revenue.

Future issuance of shares of our common stock under existing option plans and outstanding warrants, will dilute the ownership of our existing stockholders and the sale of such shares could negatively affect our stock price.

As of December 31, 2000, we had outstanding warrants to purchase 1,586,000 shares of our common stock and outstanding options to purchase 10,236,000 shares of our common stock. Future issuance of such shares of our common stock under these outstanding warrants and options, will dilute the ownership of our stockholders. In addition, sales, including block sales, of a significant number of shares of common stock, or the potential for such sales, could adversely affect the prevailing stock market price for our common stock.

Conversion of the Series B Cumulative Convertible Preferred Stock and exercise of the related warrants will dilute the interests of existing stockholders.

On March 9, 2001, we issued 2,000 shares of Series B Cumulative Convertible Preferred Stock, for a price of $1,000 per share, and entered into an agreement to issue and sell up to an additional 3,000 shares of Series B Cumulative Convertible Preferred Stock (the "Second Issuance Series B Stock"), subject to certain conditions, and extended an option to purchase an additional 6,000 shares of Series B Cumulative Convertible Preferred Stock, together with warrants to purchase 114,286 shares of common stock. All of these securities are convertible into or exercisable for shares of our common stock. Upon conversion or exercise of these securities, the interests of our existing stockholders will be diluted proportionately.

Additionally, the number of shares of common stock into which the Second Issuance Series B Stock is convertible, and the number of shares for which the warrant to be issued in connection with the issuance of the Second Issuance Series B Stock (the "Second Issue Warrant") is exercisable, in each case increases substantially the lower the "Ceiling Price" with respect to the Second Issuance Series B Stock. The "Ceiling Price" with respect to the Second Issuance Series B Stock will be the lesser of (a) the simple average of the volume- weighted average price per share of our common stock for a twenty-day period preceding the issuance of the Second Issuance Series B Stock, or (b) if that average exceeds $1.75 per share, then $1.75 per share plus 50% of the excess. The issuance of the Second Issuance Series B Stock is expected to occur in the latter half of June 2001 subject to the fulfillment of certain conditions. If the twenty-day moving average market price of our common stock is below $1.75 per share at that time, the dilution resulting from the conversion of the Second Issuance Series B Stock and exercise of the Second Issue Warrant could be substantial. If the twenty-day moving average price of our common stock is at levels materially below $1.75 per share, dilution could be extreme.

Our failure to obtain stockholder approval of certain proposals in connection with the sale of our Series B Cumulative Convertible Preferred Stock would have adverse financial effects on the Company.

Our agreement to sell our Series B Cumulative Convertible Preferred Stock requires that we seek stockholder approval to increase our total number of authorized shares and approval to sell and issue to the investor securities that may represent more than 20% of our outstanding common stock under certain circumstances. The failure of our stockholders to approve either of these proposals will result in material financial penalties to us, including the requirement that we redeem shares of the Series B Cumulative Convertible Preferred Stock at 130% of their purchase price, plus accumulated unpaid dividends.

The failure of our stockholders to approve a proposal to increase the number of authorized shares of common stock would have a significant adverse effect on our business.

At our next stockholder meeting, we intend to seek stockholder approval to increase the number of authorized shares of common stock available for issuance. If we are unable to obtain such approval, we will be unable to complete, subject to certain additional conditions, our existing agreement to sell 3,000 shares of our Series B Cumulative Convertible Preferred Stock for an aggregate gross purchase price of up to $3,000,000 and unable to raise additional capital through the issuance of other equity securities, to consummate strategic acquisitions, or to issue stock for other purposes.

The failure of our stockholders to approve the change on our name from "Centura Software Corporation" to "Mbrane, Inc.," could have an adverse effect on the conduct of our business.

Stockholder approval of the change of our name from "Centura Software Corporation" to "Mbrane, Inc." is critical to our strategic position and branding. If such approval is not obtained, we would need to continue doing business as Mbrane on a "doing business as" ("dba") basis. This could cause confusion among the our customers, partners, and investors and thereby adversely affect operations.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This prospectus may contain forward-looking statements based on our current expectations, assumptions, estimates and projections about us and our industry. Forward-looking statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "believes," "estimates," "predicts," "potential" or similar expressions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of factors more fully described in the "Risk Factors" section and elsewhere in this prospectus.

Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future events or results. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's view only as of the date of this prospectus. Except as required by law, we undertake no obligation to update any forward-looking statement, even if new information becomes available or other events occur.

USE OF PROCEEDS

The Selling Stockholders will receive all of the proceeds from the sale of the securities sold pursuant to this prospectus, although Centura would receive approximately $674,287 upon the exercise of the warrants (assuming a "Ceiling Price" of $1.75 per share for the warrants to be issued in connection with the second issuance of Series B Preferred Stock).

ISSUANCE OF PREFERRED STOCK AND WARRANTS TO SELLING STOCKHOLDERS

This prospectus covers the shares of Centura's common stock issuable upon conversion of the Series B Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") and exercise of the warrants by the selling stockholders.

On March 9, 2001, Centura issued and sold (i) 2,000 shares of its Series B Cumulative Convertible Preferred Stock and a warrant to purchase 114,286 shares of its common stock at $2.01 per share to Peconic Fund, Ltd. ("Peconic") (the "First Issuance") The price per share of the Series B Preferred Stock was $1,000, and the gross proceeds to Centura from the private placement were $2,000,000.

Subject to the satisfaction of certain conditions, Centura will issue and sell additional shares of the Series B Preferred Stock to Peconic. If the conditions are satisfied, the amount of the second issuance will be up to $3 million and the price per share of the Series B Preferred Stock will be $1,000 (the "Second Issuance"). An additional warrant to purchase common stock could be issued to Peconic in connection with the Second Issuance. The number of shares of common stock covered by such warrant will be determined by dividing 300,000 by the Second Issuance Ceiling Price (as defined below).

Peconic also has an option to purchase an additional 6,000 shares of the Series B Preferred Stock in the aggregate at the original purchase price of $1,000 per share. Solely between June 9, 2001 and March 27, 2002, Peconic may exercise this option generally only once, but twice under certain circumstances, in an aggregate dollar amount of not less $1,000,000 or more than $6,000,000 (the "Third Issuance"). An additional warrant to purchase up to 300,000 shares of common stock could be issued to Peconic in connection with the Third Issuance. The common stock issuable upon conversion of the Series B Preferred Stock as well as the common stock underlying the warrants issued in connection with the Third Issuance are not covered by this registration statement.

Peconic is entitled to dividends on the Series B Preferred Stock of 4.5% per annum, payable quarterly at Centura's option in cash or in kind. Dividends accumulate daily on each share of Series B Preferred Stock, whether or not declared, until each such share of preferred stock has been converted or redeemed. To the extent dividends are not paid on the applicable dividend payment date, such dividends shall be cumulative and shall compound quarterly until the date of payment of such dividend. We are prohibited from declaring a dividend of any kind as long as the total stated value of all outstanding shares of preferred stock is in excess of $500,000. Centura has the right to repurchase all of the outstanding preferred stock with 45 days prior written notice and at a redemption price of 121% of the price paid by Peconic plus accrued and unpaid dividends.

The Series B Preferred Stock is redeemable at the option of the holders at a premium, upon the occurrence of events defined in the Certificate of Designation, Preferences and Rights of Series B Cumulative Convertible Preferred Stock. Examples of such events are: a change in ownership or voting control of Centura, a delisting of Centura's common stock from the NASDAQ National Market or the inability to register the underlying common stock using Form S-3. The redemption amount differs depending on the nature of the event. For example, in the event of a change in control, the redemption amount is 121% of the cumulative face value of the Series B Preferred Stock, outstanding at the time of the event. In the event of a delisting from the Nasdaq National Market, the redemption amount is 125% of the cumulative face value of the Series B Preferred Stock, outstanding at the time of the event. In the event of Centura's inability to register the underlying common stock within 150 days form the initial issuance date, the redemption amount is 130% of the cumulative face value of the Series B Preferred Stock, outstanding at the time of the event.

Rochon Capital Group, Ltd. acted as Centura's placement agent in connection with the sale of the Series B Cumulative Convertible Preferred Stock and was issued a warrant to purchase 74,074 shares of Centura's common stock in connection with such services. Rochon and Peconic are referred to in this prospectus as the "Selling Stockholders."

Conversion

The Series B Preferred Stock may be converted into shares of common stock of Centura at any time at the holder's option at a ceiling conversion price with respect to shares purchased in the First Issuance of $1.75 per share (the "First Issuance Ceiling Price"). The ceiling conversion price with respect to shares purchased in the Second Issuance is the lower of (i) the daily weighted average price per share of Centura common stock for a period of twenty consecutive trading days preceding the issuance date or (ii) $1.75 per share plus 50% of the amount by which the daily weighted average price per share of Centura common stock for the twenty consecutive trading days preceding the issuance date exceeds $1.75 per share (the "Second Issuance Ceiling Price"). The ceiling conversion price with respect to shares purchased in the Third Issuance is $2.00 (the "Third Issuance Ceiling Price"). Following the date that is 10 days after the date of this prospectus and prior to August 9, 2001, Centura may at any time, and from time to time, direct Peconic to convert all or a portion of their outstanding preferred stock. If there is preferred stock outstanding after August 9, 2001, Centura is deemed to have given a notice to convert the remaining preferred, and Peconic will have until March 9, 2006 to convert their remaining preferred stock. The preferred stock will automatically convert on March 9, 2006, subject to extension in certain circumstances. The price at which Centura may direct them to convert is equal to the lowest weighted-average trading price of Centura common stock during the 10 trading days including and immediately preceding each day a conversion is executed with a maximum conversion price of the applicable ceiling price. Therefore if Peconic converts before Centura directs them to do so, the applicable conversion price is the applicable ceiling price. If they convert upon Centura's direction, or if Centura fails to have a cash and cash equivalent of at least $2.5 million as shown on its quarterly and annual financial statements or fails to have a loan facility in effect to permit borrowings in excess of $2.5 million, the conversion price is the then the lower of the applicable ceiling price and the lowest of the daily weighted average trading price of Centura's common stock during the ten trading days immediately preceding the date of conversion.

The number of shares of common stock into which one share of preferred stock is convertible is determined by adding $1,000 (the amount paid for that share) per share of preferred stock and any accrued but unpaid dividends for each share of Series B Preferred Stock, and then dividing that sum by the applicable conversion price. For example, assuming there are no accrued dividends and a conversion price of $1.75 per share for shares purchased in the First Issuance, one share of Series B Preferred Stock will convert into 571 shares of common stock ($1000 divided by $1.75).

For shares issued in the Second Issuance, the conversion price will be the lesser of (a) the simple average of the volume-weighted average price per share of our common stock for a twenty-day period preceding the Second Issuance, or (b) if that average exceeds $1.75 per share, then $1.75 per share plus 50% of the excess. The Second Issuance is expected to occur in the latter half of June 2001, subject to the fulfillment of certain conditions. Assuming a twenty-day moving average market price of our common stock of $1.063 per share, which was the last sale price of our common stock on The Nasdaq National Market on April 2, 2001, the applicable conversion price would be $1.063. The following table sets forth the number of shares we would be required to issue according to "worst case scenarios," where Peconic exercises its option to purchase all of the additional 6,000 shares of preferred stock, and the assumed conversion price of $1.063 decreases by 25%, 50% and 75%:

Assumed Conversion Price Per Share of Common Stock	Number of Shares of Common Stock Issuable Upon Conversion(1)(2)	Percentage of Outstanding Common Stock After Conversion (3)(5)
$1.063	10,348,071	19%
(-25%)	13,797,428	24%(4)
(-50%)	20,696,143	32%(4)
(-75%)	41,392,286	49%(4)

(1) Does not include accrued dividends of $225 per share on 11,000 shares of preferred stock, which is the total amount of shares of preferred stock on which dividends may accrue.

(2) The number of shares of common stock issuable upon conversion and the percentage of outstanding common stock after such conversion set forth above do not take into account the 114,286 warrants issued in connection with the sale of the preferred stock.

(3) Calculated based on 43,021,484 issued and outstanding shares of Centura's common stock as of March 9, 2001.

(4) Assumes that approval of Centura's stockholders is obtained for the issuance of greater than 19.9% of the outstanding stock.

(5) Assumes that Peconic elects to waive the restriction in the Certificate of Designation that Centura shall not honor any request by Peconic to convert any shares of Series B Preferred Stock if after such conversion Peconic would beneficially own more than 4.99% of Centura's common stock.

SELLING STOCKHOLDERS

The shares of common stock being offered by the Selling Stockholders are issuable (1) upon conversion of the Series B cumulative convertible preferred stock or (2) upon exercise of the related warrants. For additional information regarding the Series B cumulative convertible preferred stock, see "Issuance of Preferred Stock and Warrants to Selling Stockholders." We are registering the shares in order to permit the Selling Stockholders to offer the shares of common stock for resale from time to time.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the common stock held by each of the Selling Stockholders. The second column lists, for each Selling Stockholder, the number of shares of common stock issuable pursuant to the transaction documents in connection with the First Issuance and the Second Issuance, assuming conversion of all Series B Preferred Stock and exercise of the related warrants, without regard to any limitations on conversions or exercise. Because conversion of the Series B Preferred Stock is based on a formula that depends on the market price of our common stock, the numbers listed in the second column may fluctuate from time to time. The third column lists each Selling Stockholder's pro rata portion, based on its ownership of Series B Preferred Stock, of the 5,750,000 shares of common stock being offered by this prospectus.

We determined the number of shares of common stock to be offered for resale by this prospectus by agreement with the Selling Stockholders and in order to adequately cover a reasonable increase in the number of shares required. Because the conversion of the Series B cumulative convertible preferred stock into common stock is based on a formula that depends upon the market price of our common stock, the number of shares that will actually be issued upon conversion may be more than the 5,750,000 shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by each Selling Stockholder.

Under the certificate of designation for the Series B cumulative convertible preferred stock and under the terms of the warrants, no Selling Stockholder may convert Series B cumulative convertible preferred stock or exercise the warrants, respectively, to the extent such conversion or exercise would cause such Selling Stockholder, together with its affiliates, to exceed 4.99% of the outstanding shares of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the Series B cumulative convertible preferred stock which have not been converted and upon exercise of the related warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

The following table sets forth information as of April 5, 2001 with respect to the selling stockholders:

Name of Stockholder	Shares Beneficially Owned Prior   to the Offering		Shares of Common Stock Offered Hereby	Shares Beneficially Owned After the Offering(1)
	Number	Percent(2)		Number	Percent
Peconic Fund, Ltd.(3)(4)	5,675,926	13.19%	5,675,926	0	-
Rochon Capital Group, Ltd.(5)	74,074	*	74,074	0	-

______________________________

(1) Assumes sale of all shares offered hereby and no other purchases or sales of Centura's common stock. See "Plan of Distribution."

(2) Based on 43,021,484 issued and outstanding shares of Centura's common stock as of March 9, 2001.

(3) Ramius Capital Group, LLC ("Ramius Capital") is the investment adviser of Peconic Fund, Ltd. ("Peconic") and consequently has voting control and investment discretion over securities held by Peconic. Ramius Capital disclaims beneficial ownership of the shares held by Peconic. Mr. Peter A. Cohen, Mr. Morgan B. Stark and Mr. Thomas W. Strauss are the sole managing members of C4S& Co., LLC, the sole managing member of Ramius Capital. As a result, Messrs. Cohen, Stark and Strauss may be considered beneficial owners of any shares deemed to be beneficially owned by Ramius Capital.

(4) Excludes warrants to purchase 77,319 shares of Centura's common stock pursuant to Warrant to Purchase Shares of Common Stock of Centura Software Corporation dated December 30, 1999 and an option held by MAJJES Limited ("MAJJES"), an affiliate of Peconic, to purchase 434,783 shares of Centura's common stock under the Common Stock Purchase Agreement dated as of September 12, 2000 between MAJJES and Centura.

(5) Excludes warrants to purchase 373,000 shares of Centura's common stock pursuant to Warrant to Purchase Shares of Common Stock of Centura Software Corporation dated December 30, 1999 which shares have been previously registered under a different registration statement and offered under a different prospectus. Includes warrants to purchase 74,074 shares of Centura's common stock.

* Less than one percent.

Rochon Capital Group, Ltd. acted as Centura's placement agent in connection with the sale of the Series B Preferred Stock. No other Selling Stockholder has had any material relationship with Centura or any of its predecessors or affiliates within the last three years.

PLAN OF DISTRIBUTION

After the issuance of shares of our common stock upon conversion by the holders of the Series B cumulative convertible preferred stock or exercise by the holders of the related warrants, the Selling Stockholders may sell the shares offered hereby in one or more transactions (which may include "block" transactions) on the Nasdaq National Market, in the over-the-counter market, in negotiated transactions, through the settlement of short sales or in a combination of such methods of sales, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Stockholders may effect such transactions by selling the shares directly to purchasers, or may sell to or through agents, dealers or underwriters designated from time to time, and such agents, dealers or underwriters may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or the purchaser(s) of the shares of our common stock for whom they may act as agent or to whom they may sell as principals, or both. The Selling Stockholders may also pledge certain of the shares of our common stock from time to time, and this prospectus also relates to any sale of shares of our common stock that might take place following any foreclosure of such a pledge. The Selling Stockholders also may transfer the shares of common stock in other circumstances in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of the prospectus. The Selling Stockholders and any agents, dealers or underwriters that act in connection with the sale of the shares of our common stock might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act of 1933, and any discount or commission received by them and any profit on the resale of the shares as principal might be deemed to be underwriting discounts or commissions under the Securities Act of 1933.

In connection with sales of the common stock or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the common stock in the course of hedging in positions they assume. The Selling Stockholders may also sell shares of common stock short and deliver shares of common stock to close out short positions, or loan or pledge shares of common stock to broker-dealers that in turn may sell such shares. If the Selling Stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, brokers-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, brokers-dealers or agents may be in excess of those customary in the types of transactions involved).

We will receive no portion of the proceeds from the sale of the shares and will bear all of the costs relating to the registration of this offering (other than any fees and expenses of counsel for the Selling Stockholders). Any commissions, discounts or other fees payable to a broker, dealer, underwriter, agent or market maker in connection with the sale of any of the shares will be borne by the Selling Stockholders.

At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholder and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that the Selling Stockholders will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Stockholders against liabilities, including some liabilities under the Securities Act of 1933, in accordance with the registration rights agreement or the Selling Stockholders will be entitled to contribution. We will be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act of 1933 that may arise from any written information furnished to us by the Selling Stockholders for use in this prospectus, in accordance with the related registration rights agreement or will be entitled to contribution.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for us by Orrick, Herrington & Sutcliffe LLP, Old Federal Reserve Bank Building, 400 Sansome Street, San Francisco, California 94111.

EXPERTS

The financial statements incorporated in this Registration Statement by reference to the Annual Report on Form 10-K for the year ended December 31, 2000 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

AVAILABLE INFORMATION

Centura is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files proxy statements, reports and other information with the Securities and Exchange Commission. Reports, and proxy and information statements, and other information filed by the registrant with the commission can be inspected and copied at the public reference facilities maintained by the commission in Washington, D.C., and at its Regional Offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New York 10048; and at the Public Reference Office of the commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the registrant is an electronic filer and copies of such material may be retrieved from the Web site (http://www.sec.gov) maintained by the commission.

Copies of such material can be obtained from the Public Reference Section of the commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Centura's common stock is quoted on The Nasdaq National Market under the symbol "CNTR." Reports, proxy and information statements and other information about Centura may be inspected at the Nasdaq National Market, 1735 K Street, N.W., Washington, DC 20006-1506.

INFORMATION INCORPORATED BY REFERENCE

The following documents filed by Centura with the commission are incorporated by reference in this prospectus:

1. Centura's Annual Report on Form 10-K for the year ended December 31, 2000.

2. Centura's Current Reports on Form 8-K filed with the commission on January 26, 2001, March 9, 2001 and March 13, 2001.

3. The description of the Centura's common stock set forth in the Centura's Registration Statement on Form 8-A filed with the commission on December 17, 1992, as amended by Amendment No. 1 to the Registration Statement on Form 8-A filed with the commission on January 29, 1993 and Amendment No. 2 to the Registration Statement on Form 8-A filed with the commission on February 4, 1993.

All documents filed by Centura according to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering of the common stock offered hereby shall be deemed to be incorporated by reference in this prospectus. Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained in this prospectus (or in any other subsequently filed document which also is incorporated by reference in this prospectus) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.

Centura will furnish without charge to each person, including any beneficial owner, to whom this prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents. Requests should be directed to Chief Financial Officer, Centura Software Corporation, 975 Island Drive, Redwood Shores, California 94065, telephone: (650) 596-3400.

No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in the prospectus in connection with the offer made by this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or by any selling stockholder. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the affairs of the Company since the date hereof. This prospectus does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so to anyone to whom it is unlawful to make such offer or solicitation. ________________ TABLE OF CONTENTS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by the Registrant in connection with the sale and distribution of the common stock being registered. Selling commissions and brokerage fees and any applicable transfer taxes and fees and disbursements of counsel for the selling stockholders are payable individually by the selling stockholders. All amounts are estimates except the registration fee.

	Amount To Be Paid
Registration Fee	$	1,235
Legal Fees and Expenses	$	60,000
Accounting Fees and Expenses	$	5,000
Fees of Rochon Capital Group, Ltd. in connection with the private placement and related transactions	$	290,000
Total	$	356,235

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Tenth of Centura's Certificate of Incorporation provides that directors of Centura shall not be personally liable to Centura or its stockholders for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the General Corporation Law of the State of Delaware. Section 6.1 of Centura's Bylaws provide for indemnification of officers and directors to the maximum extent and in the manner provided by the General Corporation Law of Delaware. Section 145 of the Delaware General Corporation Law makes provision for such indemnification in terms sufficiently broad to cover officers and directors under certain circumstances for liabilities arising under the Securities Act of 1933.

Centura has obtained directors' and officers' liability insurance covering, subject to certain exceptions, actions taken by Centura's directors and officers in their capacities as such.

ITEM 16. EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Certification of Designation, Preferences and Rights of Series B Cumulative Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
5.1	Opinion of Orrick, Herrington & Sutcliffe LLP
10.1	Subscription Agreement by and between Centura and Peconic Fund, Ltd. dated March 9, 2001 (Incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
10.2	Registration Rights Agreement by and between Centura and Peconic Fund, Ltd. dated March 9, 2001 (Incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
10.3	Common Stock Purchase Warrant issued to Peconic Fund, Ltd. on March 9, 2001 (Incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000- 21010)
10.4	Form of Common Stock Purchase Warrant to be issued in connection with the second issuance (Incorporated by reference to Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
10.5	Form of Common Stock Purchase Warrant to be issued in connection with the third issuance (Incorporated by reference to Exhibit 99.5 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
10.6	Common Stock Purchase Warrant issued to Rochon Capital Group, Ltd. on March 9, 2001
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2	Consent of Counsel (included in Exhibit 5.1)
24.1	Power of Attorney (see page II-4)

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 15 above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood Shores, State of California, on the 6th day of April 2001.

CENTURA SOFTWARE CORPORATION

By: /s/ Richard Lucien
Richard Lucien

Senior Vice President, Finance and Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on April 6, 2001:

SIGNATURE	TITLE	DATE
/s/ Scott R. Broomfield* Scott R. Broomfield	President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	April 6, 2001
/s/ Richard Lucien Richard Lucien	Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	April 6, 2001
/s/ Peter Micchiche* Peter Micchiche	Director	April 6, 2001
/s/ Jack King* Jack King	Director	April 6, 2001
/s/ Philip Koen* Philip Koen	Director	April 6, 2001
/s/ Thomas R. Clark* Thomas R. Clark	Director	April 6, 2001
/s/ Ed Borey, Jr.* Ed Borey, Jr.*	Director	April 6, 2001

*By: /s/ Richard Lucien
Richard Lucien

Attorney-in-fact

CENTURA SOFTWARE CORPORATION

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Certification of Designation, Preferences and Rights of Series B Cumulative Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
5.1	Opinion of Orrick, Herrington & Sutcliffe LLP
10.1	Subscription Agreement by and between Centura and Peconic Fund, Ltd. dated March 9, 2001 (Incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
10.2	Registration Rights Agreement by and between Centura and Peconic Fund, Ltd. dated March 9, 2001 (Incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
10.3	Common Stock Purchase Warrant issued to Peconic Fund, Ltd. on March 9, 2001 (Incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000- 21010)
10.4	Form of Common Stock Purchase Warrant to be issued in connection with the second issuance (Incorporated by reference to Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
10.5	Form of Common Stock Purchase Warrant to be issued in connection with the third issuance (Incorporated by reference to Exhibit 99.5 to the Registrant's Current Report on Form 8-K filed on March 13, 2001, File Number 000-21010)
10.6	Common Stock Purchase Warrant issued to Rochon Capital Group, Ltd. on March 9, 2001
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2	Consent of Counsel (included in Exhibit 5.1)
24.1	Power of Attorney (see page II-4)

TABLE OF CONTENTS

	Page
THE COMPANY	2
RISK FACTORS	3
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS	8
USE OF PROCEEDS	8
ISSUANCE OF PREFERRED STOCK AND WARRANTS TO SELLING STOCKHOLDERS	9
SELLING STOCKHOLDERS	11
PLAN OF DISTRIBUTION	12
LEGAL MATTERS	14
EXPERTS	14
AVAILABLE INFORMATION	14
INFORMATION INCORPORATED BY REFERENCE	14

EX-5.1

[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]

EXHIBIT 5.1

April 6, 2001

Centura Software Corporation
975 Island Drive
Redwood Shores, California 94065

Re: Centura Software Corporation--Registration Statement on Form S-3

Ladies and Gentlemen:

At your request, we are rendering this opinion in connection with a proposed sale by certain stockholders of Centura Software Corporation, a Delaware corporation (the "Company"), of up 5,750,000 shares (the "Shares") of common stock, $0.01 par value per share (the "Common Stock") pursuant to a Registration Statement on Form S-3. The Shares are to be issued upon (i) conversion of the Company's Series B Cumulative Convertible Preferred Stock (the "Series B Stock") which was issued to Peconic Fund, Ltd. ("Peconic") on March 13, 2001 and conversion of additional shares of Series B Stock which may be issued to Peconic in a second issuance upon the fulfillment of certain conditions; and (ii) exercise of warrants issued to Peconic and Rochon Capital Fund Ltd. on March 13, 2001.

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed.

Based on such examination, we are of the opinion that upon conversion of the Series B Stock and exercise of the warrants, including the payment of the exercise price thereunder, the Shares to be issued and covered by the Registration Statement will be legally issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in said Registration Statement, including the Prospectus constituting a part thereof, as originally filed or as subsequently amended or supplemented. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ Orrick, Herrington & Sutcliffe LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

EX-10.6

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

WARRANT TO PURCHASE

SHARES OF COMMON STOCK

OF

CENTURA SOFTWARE CORPORATION

Expires March 8, 2006

No. W-__________ Redwood Shores, California

March 9, 2001

FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, CENTURA SOFTWARE CORPORATION, a Delaware corporation (together with its successors and assigns, the "Issuer"), hereby certifies that

Rochon Capital Group, Ltd.

or its registered assigns is entitled to subscribe for and purchase, during the period specified in this Warrant, up to 74,074 shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable common stock, par value $0.01 per share, of the Issuer (the "Common Stock"), at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified in Section 7 hereof.

1. Term. The right to subscribe for and purchase shares of Warrant Stock represented hereby shall commence on the date of issuance of this Warrant and shall expire at 5:00 p.m., Pacific Standard time, on March 8, 2006 (such period being the "Term"), provided, however, that the term shall be extended by one day for each day in which the Company does not have a sufficient number of shares of Common Stock underlying the Warrant to issue such shares upon exercise. Prior to the end of the Term, the Issuer will not take any action which would terminate the Warrants.

2. Method of Exercise Payment; Issuance of New Warrant; Registration, Transfer and Exchange.

(a) Time of Exercise. The purchase rights represented by this Warrant may be exercised in whole or in part at any time and from time to time during the Term.

(b) Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise attached hereto duly executed) at the principal office of the Issuer and by the payment to the Issuer of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder's election (i) by certified or official bank check, (ii) if the Per Share Market Value is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, by receiving shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise annexed hereto and notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula:

X = Y(A-B) A

Where X = the number of shares of Common Stock to be issued to the Holder

Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A = the Per Share Market Value of one share of the Common Stock (at the date of such calculation)

B = Warrant Price (as adjusted to the date of such calculation),

or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder of this Warrant specifying the manner of payment thereof and containing a calculation showing the number of shares of Warrant Stock with respect to which rights are being surrendered thereunder and the net number of shares to be issued after giving effect to such surrender. Notwithstanding any other provision or definition contained in this Warrant, each exercise of this Warrant shall be deemed to have been effected on the day immediately prior to the close of business on the day on which the Holder faxes a Notice of Exercise to the Issuer. For the avoidance of doubt, for illustration purposes, and by way of example only, if the Holder faxes a Notice of Exercise to the Issuer on Thursday, October 11th, then the Per Share Market Value shall be the closing price per share of the Common Stock on Wednesday, October 10th.

(c) Issuance of Stock Certificates. In the event of any exercise of the rights represented by this Warrant in accordance with and subject to the terms and conditions hereof, (i) certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding three Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the Holder of the shares of Warrant Stock so purchased as of the date of such exercise, and (ii) unless this Warrant has expired, a new Warrant representing the number of shares of Warrant Stock, if any, with respect to which this Warrant shall not then have been exercised (less any amount thereof which shall have been cancelled in payment or partial payment of the Warrant Price as hereinabove provided) shall also be issued to the Holder hereof at the Issuer's expense within such time.

(d) Registration. The Warrants shall be numbered and shall be registered in a Warrant register (the "Warrant Register"). The Issuer shall be entitled to treat the registered holder of any Warrant on the Warrant Register (the "Holder") as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person, and shall not be liable for any registration of transfer of Warrants which are registered or are to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer, or with such knowledge of such facts that its participation therein amounts to bad faith. The Warrants shall be registered initially in the name of Holder as set forth in the first sentence of this Warrant in such denominations as Holder may request in writing to the Issuer.

(e) Transfer of Warrant.. This Warrant and all rights hereunder are freely transferable, in whole or in part, without restriction, upon surrender of this Warrant with a properly executed assignment at the principal offices of the Issuer. Upon any registration of transfer, the Issuer shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for another Warrant, or other Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Issuer or its duly authorized agent. Notwithstanding the foregoing, the Issuer shall have no obligation to cause Warrants to be transferred on its books to any person if such transfer would violate the Securities Act.

(f) Compliance with Securities Laws.

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.

(ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(iii) The restrictions imposed by this subsection (f) upon the transfer of this Warrant and the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such securities shall have been effectively registered under the Securities Act, (B) upon the Issuer's receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Issuer, addressed to the Issuer to the effect that such restrictions are no longer required to ensure compliance with the Securities Act or (C) upon the Issuer's receipt of other evidence reasonably satisfactory to the Issuer that such registration is not required. Whenever such restrictions shall cease and terminate as to any such securities, the Holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legends required by paragraph (ii) above relating to the Securities Act and state securities laws.

(g) Continuing Rights of Holder. The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof or of any shares of Warrant Stock issued upon such exercise, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.

3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

(a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non- assessable and free from all taxes, liens and charges created by or through Issuer. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of the issue upon exercise of this Warrant a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.

(b) Payment of Taxes. The Issuer will pay all documentary stamp taxes, if any, attributable to the issuance of Warrant Stock; provided, however, that the Issuer shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue or delivery of any certificates for Warrant Stock in a name other than that of the Holder of Warrants in respect of which such Warrant Stock is issued.

(c) Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Warrant Stock will be irrevocably authorized and directed at all times until the end of the Term to reserve such number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Issuer will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for of the Issuer's securities issuable upon the exercise of the Warrants. The Issuer will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 6 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants. No shares of Common Stock shall be subject to reservation in respect of unexercised Warrants subsequent to the end of the Term. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant or as otherwise provided hereunder, and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

(d) Covenants. The Issuer shall not by any action including, without limitation, amending the certificate of incorporation or the by-laws of the Issuer, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against dilution (to the extent specifically provided herein) or impairment. Without limiting the generality of the foregoing, the Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the then effective Warrant Price, (ii) not amend or modify any provision of the certificate of incorporation or by-laws of the Issuer in any manner that would adversely affect in any way the powers, preferences or relative participating, optional or other special rights of the Common Stock or which would adversely affect the rights of the Holders of the Warrants, (iii) take all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant, and (iv) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to perform its obligations under this Warrant.

(e) Loss, Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same number of shares of Common Stock.

(f) Rights and Obligations under the Registration Rights Agreement. This Warrant and the Warrant Stock are entitled to the benefits and subject to the terms of the Registration Rights Agreement dated as of even date herewith between the Issuer and the Holders listed on the signature pages thereof (as amended from time to time, the "Registration Rights Agreement"), notwithstanding the fact that the Holder of this Warrant was not or may not be a signatory to the Registration Rights Agreement. The Issuer shall keep or cause to be kept a copy of the Registration Rights Agreement, and any amendments thereto, at its chief executive office and shall furnish, without charge, copies thereof to the Holder upon request. The Registration Rights Agreement is hereby incorporated by reference as though set forth in full herein and the Holder of this Warrant shall be entitled to all the benefits of the Registration Rights Agreement as though such Holder were a party thereto. For the avoidance of doubt, it is the Issuer's intention to register for resale the Common Stock underlying this Warrant, on behalf of the Holder, as soon as practicable after the date hereof. To the extent that the Issuer is precluded from including the Holder's Warrant Stock in the registration statement referred to in the Registration Rights Agreement, the Issuer shall file a separate registration statement on behalf of the Holder as soon as practicable after the date hereof and the Registration Rights Agreement shall otherwise remain fully applicable to this Warrant.

4. Adjustment of Warrant Price and Warrant Share Number. The number and kind of Securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events as follows:

(a) Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.

(i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for in Section 4 hereof.

(ii) Notwithstanding anything contained in this Warrant to the contrary, the Issuer will not effect any Triggering Event unless, prior to the consummation thereof, each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such shares of Securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

(b) Subdivision or Combination of Shares. If the Issuer, at any time while this Warrant is outstanding, shall subdivide or combine any shares of Common Stock, (i) in case of subdivision of shares, the Warrant Price shall be proportionately reduced (as at the effective date of such subdivision or, if the Issuer shall take a record of Holders of its Common Stock for the purpose of so subdividing, as at the applicable record date, whichever is earlier) to reflect the increase in the total number of shares of Common Stock outstanding as a result of such subdivision, or (ii) in the case of a combination of shares, the Warrant Price shall be proportionately increased (as at the effective date of such combination or, if the Issuer shall take a record of Holders of its Common Stock for the purpose of so combining, as at the applicable record date, whichever is earlier) to reflect the reduction in the total number of shares of Common Stock outstanding as a result of such combination.

(c) Certain Dividends and Distributions. If the Issuer, at any time while this Warrant is outstanding, shall:

(i) Stock Dividends. Pay a dividend in, or make any other distribution to its stockholders (without consideration therefor) of, shares of Common Stock, the Warrant Price shall be adjusted, as at the date the Issuer shall take a record of the Holders of the Issuer's Capital Stock for the purpose of receiving such dividend or other distribution (or if no such record is taken, as at the date of such payment or other distribution), to that price determined by multiplying the Warrant Price in effect immediately prior to such record date (or if no such record is taken, then immediately prior to such payment or other distribution), by a fraction (1) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (2) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution (plus in the event that the Issuer paid cash for fractional shares, the number of additional shares which would have been outstanding had the Issuer issued fractional shares in connection with said dividends); or

(ii) Other Dividends. Pay a dividend on, or make any distribution of its assets upon or with respect to (including, but not limited to, a distribution of its property as a dividend in liquidation or partial liquidation or by way of return of capital), the Common Stock (other than as described in clause (i) of this subsection (c)), or in the event that the Issuer shall offer options or rights to subscribe for shares of Common Stock, or issue any Common Stock Equivalents, to all of its holders of Common Stock, then on the record date for such payment, distribution or offer or, in the absence of a record date, on the date of such payment, distribution or offer, the Holder shall receive what the Holder would have received had it exercised this Warrant in full immediately prior to the record date of such payment, distribution or offer or, in the absence of a record date, immediately prior to the date of such payment, distribution or offer.

(d) Issuance of Additional Shares of Common Stock. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereof, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or less than the Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction:

(i) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price then in effect, and

(ii) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock.

The provisions of this subsection (d) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to any Common Stock Equivalent if upon the issuance of such Common Stock Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or such figure as last adjusted) shall be adjusted (to the nearest one-half cent) in proportion to the adjustment in the Warrant Price.

(e) Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereof, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

(f) Purchase of Common Stock by the Issuer. If the Issuer at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereof shall, directly or indirectly through a Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of Common Stock at a price per share greater than the Per Share Market Value then in effect, then the Warrant Price upon each such purchase, redemption or acquisition shall be adjusted to that price determined by multiplying such Warrant Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such purchase, redemption or acquisition minus the number of shares of Common Stock which the aggregate consideration for the total number of such shares of Common Stock so purchased, redeemed or acquired would purchase at the Per Share Market Value; and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such purchase, redemption or acquisition. For the purposes of this subsection (f), the date as of which the Per Share Market Value shall be computed shall be the earlier of (x) the date on which the Issuer shall enter into a firm contract for the purchase, redemption or acquisition of such Common Stock, or (y) the date of actual purchase, redemption or acquisition of such Common Stock. For the purposes of this subsection (f), a purchase, redemption or acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the underlying Common Stock, and the computation herein required shall be made on the basis of the full exercise, conversion or exchange of such Common Stock Equivalent on the date as of which such computation is required hereby to be made, whether or not such Common Stock Equivalent is actually exercisable, convertible or exchangeable on such date.

(g) Other Provisions Applicable to Adjustments Under this Section 4. The following provisions shall be applicable to the making of adjustments in the Warrant Price hereinbefore provided in Section 4:

(i) Computation of Consideration. The consideration received by the Issuer shall be deemed to be the following: to the extent that any Additional Shares of Common Stock or any Common Stock Equivalents shall be issued for a cash consideration, the consideration received by the Issuer therefor, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Issuer for or in connection with the underwriting thereof or otherwise in connection with the issue thereof; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the, time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration payable to the Issuer upon the exercise, conversion or exchange of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital Stock of the Issuer other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other than cash, the Board shall notify the Holder of this Warrant of its determination of the fair market value of such consideration prior to payment or accepting receipt thereof. If, within thirty days after receipt of said notice, the Majority Holders shall notify the Board in writing of their objection to such determination, a determination of the fair market value of such consideration shall be made by an Independent Appraiser selected by the Majority Holders with the approval of the Board (which approval shall not be unreasonably withheld), whose fees and expenses shall be paid by the Issuer.

(ii) Readjustment of Warrant Price. Prior to thirty (30) months after the date hereof and upon the expiration or termination of the right to convert, exchange or exercise any Common Stock Equivalent the issuance of which effected an adjustment in the Warrant Price, if such Common Stock Equivalent shall not have been converted, exercised or exchanged in its entirety, the number of shares of Common Stock deemed to be issued and outstanding by reason of the fact that they were issuable upon conversion, exchange or exercise of any such Common Stock Equivalent shall no longer be computed as set forth above, and the Warrant Price shall forthwith be readjusted and thereafter be the price which it would have been (but reflecting any other adjustments in the Warrant Price made pursuant to the provisions of this Section 4 after the issuance of such Common Stock Equivalent) had the adjustment of the Warrant Price been made in accordance with the issuance or sale of the number of Additional Shares of Common Stock actually issued upon conversion, exchange or issuance of such Common Stock Equivalent and thereupon only the number of Additional Shares of Common Stock actually so issued shall be deemed to have been issued and only the consideration actually received by the Issuer (computed as in clause (i) of this subsection (g)) shall be deemed to have been received by the Issuer.

(iii) Outstanding Common Stock. The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of indebtedness, shares of Capital Stock (including, without limitation, the Preferred Stock) or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.

(h) Other Action Affecting Common Stock. In case after the Original Issue Date the Issuer shall take any action affecting its Common Stock, other than an action described in any of the foregoing subsections (a) through (g) of this Section 4, inclusive, and the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principle of this Section 4, then the Warrant Price shall be adjusted in such manner and at such time as the Board may in good faith determine to be equitable in the circumstances.

(i) Adjustment of Warrant Share Number. Upon each adjustment in the Warrant Price pursuant to any of the foregoing provisions of this Section 4, the Warrant Share Number shall be adjusted, to the nearest one hundredth of a whole share, to the product obtained by multiplying the Warrant Share Number immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately before giving effect to such adjustment and the denominator of which shall be the Warrant Price immediately after giving effect to such adjustment. If the Issuer shall be in default under any provision contained in Section 3 of this Warrant so that shares issued at the Warrant Price adjusted in accordance with this Section 4 would not be validly issued, the adjustment of the Warrant Share Number provided for in the foregoing sentence shall nonetheless be made and the Holder of this Warrant shall be entitled to purchase such greater number of shares at the lowest price at which such shares may then be validly issued under applicable law. Such exercise shall not constitute a waiver of any claim arising against the Issuer by reason of its default under Section 3 of this Warrant.

(j) Form of Warrant after Adjustments. The form of this Warrant need not be changed because of any adjustments in the Warrant Price or the number and kind of Securities purchasable upon the exercise of this Warrant.

5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial Officer to prepare and execute a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board made any determination hereunder), and the Warrant Price and Warrant Share Number after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of this Warrant with respect to the matters set forth in such certificate may at the option of the Holder of this Warrant be submitted to one of the national accounting firms currently known as the "big five" selected by the Holder, provided that the Issuer shall have ten days after receipt of notice from such Holder of its selection of such firm to object thereto, in which case such Holder shall select another such firm and the Issuer shall have no such right of objection. The firm selected by the Holder of this Warrant as provided in the preceding sentence shall be instructed to deliver a written opinion as to such matters to the Issuer and such Holder within thirty days after submission to it of such dispute. Such opinion shall be final and binding on the parties hereto. The fees and expenses of such accounting firm shall be paid by the Issuer.

6. Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with and exercise hereof, but in lieu of such fractional shares, the Issuer shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Per Share Market Value then in effect.

7. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

"Additional Shares of Common Stock" means all shares of Common Stock issued by the Issuer after the Original Issue Date, and all shares of Other Common, if any, issued by the Issuer after the Original Issue Date, except (i) Warrant Stock and (ii) any shares of Common Stock issuable upon conversion of the Preferred Stock pursuant to the Preferred Stock Certificate of Designation.

"Board" means the Board of Directors of the Issuer.

"Capital Stock" means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type.

"Common Stock" means the Common Stock, $0.01 par value, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

"Common Stock Equivalent" means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security (other than (a) a warrant or stock option issued pursuant to any stock or option or similar equity-based compensation plan for employees, officers, directors or consultants or (b) up to 250,000 warrants issued in any twelve (12) month period on a cumulative basis that are not compensatory in nature).

"Convertible Securities" means evidences of indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for Additional Shares of Common Stock. The term "Convertible Security" means one of the Convertible Securities.

"Governmental Authority" means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign.

"Holders" mean the Persons who shall from time to time own any Warrant. The term "Holder" means one of the Holders.

"Independent Appraiser" means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant.

"Issuer" means Centura Software Corporation, a Delaware corporation, and its successors.

"Majority Holders" means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.

"NASDAQ" means the National Association of Securities Dealers Automated Quotation System.

"Original Issue Date" means March 9, 2001.

"Other Common" means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this Warrant (other than Common Stock) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation as to amount.

"Person" means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity of whatever nature.

"Per Share Market Value" means on any particular date (a) the closing price per share of the Common Stock on such date on the Nasdaq National Market, The Nasdaq SmallCap Market or other registered national stock exchange on which the Common Stock is then listed or if there is no such price on such date, then the closing price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the Nasdaq National Market, The Nasdaq SmallCap Market or any registered national stock exchange, the closing price for a share of Common Stock in the over-the-counter market, as reported by NASDAQ or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the holder, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

"Preferred Stock" means the Issuer's Series B Cumulative Convertible Preferred Stock, $.01 par value and stated value $1,000 per share.

"Preferred Stock Certificate of Designation" means the Certificate of Designation, Powers, Preferences and Rights of the Preferred Stock adopted by the Board in March of 2001.

"Registration Rights Agreement" has the meaning specified in Section 3(f) hereof.

"Securities" means any debt or equity securities of the Issuer, whether now or hereafter authorized, any instrument convertible into or exchangeable for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security. "Security" means one of the Securities.

"Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

"Subsidiary" means any corporation at least 50% of whose outstanding Voting Stock shall at the time be owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

"Trading Day" means (a) a day on which the Common Stock is traded on the Nasdaq National Market, The Nasdaq SmallCap Market or other registered national stock exchange on which the Common Stock has been listed, or (b) if the Common Stock is not listed on the Nasdaq National Market, The Nasdaq SmallCap Market or any registered national stock exchange, a day or which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the Common Stock is not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

"Term" has the meaning specified in Section 1 hereof.

"Voting Stock", as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) having ordinary voting power for the election of a majority of the members of the Board of Directors (or other governing body) of such corporation, other than Capital Stock having such power only by reason of the happening of a contingency.

"Warrants" means the Warrants issued and sold pursuant to the Subscription Agreement, dated March 9, 2001, as well as this Warrant, and any other warrants of like tenor issued in substitution or exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

"Warrant Price" means $1.35 as such price may be adjusted from time to time as shall result from the adjustments specified in Section 4 hereof.

"Warrant Share Number" means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

"Warrant Stock" means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

8. Other Notices. In case at any time:

(A) the Issuer shall make any distributions to the holders of Common Stock; or

(B) the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or of any Common Stock Equivalents or Convertible Securities or other rights; or

(C) there shall be any reclassification of the Capital Stock of the Issuer; or

(D) there shall be any capital reorganization by the Issuer; or

(E) there shall be any (i) consolidation or merger involving the Issuer or (ii) sale, transfer or other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or

(F) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder of the date on which (i) the books of the Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty days prior to the action in question and not less than twenty days prior to the record date or the date on which the Issuer's transfer books are closed in respect thereto. The Issuer shall give to the Holder notice of all meetings and actions by written consent of its stockholders, at the same time in the same manner as notice of any meetings of stockholders is required to be given to stockholders who do not waive such notice (or, if such requires no notice, then two Trading Days written notice thereof describing the matters upon which action is to be taken). The Holder shall have the right to send two representatives selected by it to each meeting, who shall be permitted to attend, but not vote at, such meeting and any adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

9. Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments executed by the Issuer and the Majority Holders; provided, however, that no such amendment or waiver shall reduce the Warrant Share number, increase the Warrant Price, shorten the period during which this Warrant may be exercised or modify any provision of this Section 9 without the consent of the Holder of this Warrant.

10. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

11. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earlier of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., Pacific Standard time, on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified for notice later than 5:00 p.m., Pacific Standard time, on any date and earlier than 11:59 p.m., Pacific Standard time, on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be with respect to the Holder of this Warrant or of Warrant Stock issued pursuant hereto, addressed to such Holder at its last known address or facsimile number appearing on the books of the Issuer maintained for such purposes, or with respect to the Issuer, addressed to:

Centura Software Corporation
975 Island Drive
Redwood Shores, CA 94065
Attention: Chief Financial Officer
Facsimile No.: (650) 596-4334

or to such other address or addresses or facsimile number or numbers as any such party may most recently have designated in writing to the other parties hereto by such notice. Copies of notices to the Holder shall be sent to Bryan Cave LLP, 700 Thirteenth Street, N.W., Washington, D.C. 20005, Attention: LaDawn Naegle, facsimile no.: (202) 508-6200. Copies of notices to the Issuer shall be sent to Orrick, Herrington & Sutcliffe LLP, Old Federal Reserve Bank Building, 400 Sansome Street, San Francisco, California 94111, Attention: Richard Grey, facsimile no.: (415) 773-5759.

12. Warrant Agent. The Issuer may, by written notice to each Holder of this Warrant, appoint an agent having an office in New York, New York for the purpose of issuing shares of Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.

13. Remedies. The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

14. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any such Holder or Holder of Warrant Stock.

15. Modification and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability of such provision shall not affect the other provisions of this Warrant, but this Warrant shall be construed as if such unenforceable provision had never been contained herein.

16. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year first above written.

CENTURA SOFTWARE CORPORATION

By:__________________________

Name:

Title:

NOTICE OF EXERCISE

(To be signed only upon exercise of Warrant)

To CENTURA SOFTWARE CORPORATION:

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder,           shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $           therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to,           , whose address is                   .

Dated: ____________, 20__ __________________________________________

(Signature must conform in all respects to name of

holder as specified on the face of the Warrant)

__________________________________________

(Address)

ASSIGNMENT

(To be signed only upon transfer of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto:

Name of Assignee Address No. of Shares

Dated: __________, 20__ __________________________________________

(Signature must conform in all respects to name of holder as specified on the face of the Warrant)

__________________________________________ (Address)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 9, 2001 relating to the consolidated financial statements, which appears in Centura Software Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Jose, California
April 6, 2001