SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                FORM 10-Q
                   __________________________________


      [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended Sept. 30, 1996

                                  OR

      [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from __________ to __________

                      Commission File Number  1-9189



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


      Delaware                                13-3175893
   (State or other jurisdiction of           (I.R.S. Employer 
    incorporation or organization)           Identification No.)


                        3 Expressway Plaza
                   Roslyn Heights, New York,  11577
               (Address of principal executive offices)

                          (516) 465-4000
        (Registrant's telephone number, including area code)




      Indicate by check mark whether the Registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the Registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days. 

                YES  X       NO 	

      The number of Shares of Registrant's Common Stock outstanding as 
of November 8, 1996 was 38,228,243  (excluding 2,343,900 shares of 
treasury stock).

<PAGE> 2

                              INDEX

             CHEYENNE SOFTWARE, INC. AND SUBSIDIARIES



PART I.  FINANCIAL INFORMATION
------------------------------

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets--
           September 30, 1996 and June 30, 1995                   3

         Consolidated Statements of Earnings--
           Three Months ended  September 30, 1996 and 1995        4

         Consolidated Statements of Cash Flows--
           Three Months Ended September 30, 1996 and 1995         5

         Notes to Consolidated Financial Statements               6

Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                 7



PART II.  OTHER INFORMATION
---------------------------

Item 1-6 Other Information                                       13

Signature                                                        15

<PAGE> 3

<TABLE>

               CHEYENNE SOFTWARE, INC. AND SUBSIDIARIES
                     Consolidated Balance Sheets
                September 30, 1996  and June 30, 1996
<CAPTION>

                                             Sept. 30,    June 30,
                    Assets                     1996         1996  
                    ------                   ---------    --------
                                            (Unaudited)
                                                (In thousands)
<S>                                          <C>          <C>
Current assets:
    Cash and cash equivalents                $ 28,487     $ 24,845
    Short term investments                     22,764       26,621
    Accounts receivable, less allowance
      for doubtful accounts of$2,240,000
        and $1,357,000, respectively           46,927       44,010
    Deferred income taxes                       2,686        2,901
    Prepaid income taxes                        4,395        3,664
    Prepaid expenses and other current assets   5,101        5,945
                                              -------      -------
            Total current assets              110,360      107,986

Long term investments                          26,653       33,557
Fixed assets, net                              28,898       29,024
Other assets                                   10,118        5,905
                                             --------     --------
            Total assets                     $176,029     $176,472
                                             ========     ========

             Liabilities and Shareholders' Equity
             ------------------------------------

Current liabilities:
    Accounts payable                         $ 11,722     $  9,455
    Accrued expenses                            7,236        5,101
    Income taxes payable                          277        1,041
    Current portion of obligations 
      under capital leases                      2,186        2,186
    Current portion of deferred rent               78           58
    Other current liabilities                   3,000        3,323
                                               ------       ------
            Total current liabilities          24,499       21,164

Obligations under capital leases                1,486        2,028
Deferred income taxes                             556          469
Deferred rent                                   1,231        1,039
Other liabilities                               1,250        1,250
                                               ------       ------
            Total liabilities                  29,022       25,950
                                               ------       ------

Minority interest in subsidiary                  ---          ---

Shareholders' equity:
    Preferred stock, $.01 par value, 5,000,000
      shares authorized; none issued             ---          ---		
    Common stock, par value $.01 per share;
      75,000,000 shares authorized; 40,054,299
        and 40,033,589 shares issued and 
        outstanding                               401          400
    Additional paid-in capital                 61,388       60,994
    Retained earnings                         121,911      120,274
    Foreign currency translation adjustment      (670)        (626)
    Net unrealized gain (loss) on investments      14          (62)
    Treasury Stock, at cost; 2,343,900 and 
      2,035,000 shares                        (36,037)     (30,458)	 
  
                                              -------      ------- 
         Total shareholders' equity           147,007      150,522
                                              -------      ------- 
Total liabilities and shareholders' equity   $176,029     $176,472
                                             ========     ======== 
<FN>
See accompanying notes to consolidated financial statements. 

</TABLE>

<PAGE> 4

<TABLE>

              CHEYENNE SOFTWARE, INC. AND SUBSIDIARIES
                 Consolidated Statements of Earnings
           Three Months Ended September 30, 1996 and 1995
                          (Unaudited)

<CAPTION>

                                           Three Months Ended	
                                              September 30, 	
                                              1996     1995
                                              ----     ----
                                   (In thousands, except per share data)
<S>                                          <C>       <C>
Revenues                                     $ 52,246  $ 38,464
Cost of sales                                   9,732     6,693
                                             --------  --------
Gross profit                                   42,514    31,771
                                             --------  --------
Operating expenses:		
    Research and development                    7,476     5,166
    Selling and marketing                      16,623    11,126
    General and administrative                  5,441     3,277
    Charge for purchased research and
      development                              11,061     1,636
                                             --------  --------
        Total operating expenses               40,601    21,205
                                             --------  --------

Operating income                                1,913    10,566

Non-operating income expense:
    Interest income and other                     553       726
    Other losses                                  (59)      ---
                                             --------  --------
Income before income taxes                      2,407    11,292
		
Provision for income taxes                        770     3,896
                                             --------  --------
Net income                                   $  1,637  $  7,396
                                             ========  ========

Net income per share                         $   0.04  $   0.19
                                             ========  ========

Weighted average number of common shares and
  equivalents outstanding                      38,679    38,829
                                             ========  ========

<FN>
See accompanying notes to financial statements.

</TABLE>

<PAGE> 5

<TABLE>

                CHEYENNE SOFTWARE, INC. AND SUBSIDIARIES
                  Consolidated Statements of Cash Flows
             Three Months Ended September 30, 1996 and 1995
                             (Unaudited)

<CAPTION>

                                           Three Months Ended
                                              September 30,
                                              1996     1995
                                              ----     ----
                                              (In Thousands)
<S>                                          <C>       <C>
Cash flows from operating activities:
    Net Income                               $ 1,637   $ 7,396
    Adjustments to reconcile net income to net
     cash provided by operating activities:
       Tax benefit from exercise of stock
         options                                  87     1,422
       Depreciation and amortization           3,433     1,323
       Deferred Rent                             213       ---
       Charge for purchased research 
         and development                      11,061     1,636
       Stock Option Expense                      119       ---

        Changes in operating assets and
         liabilities, net of effects from
          acquisitions:
          Increase in accounts receivable     (2,917)   (1,584)
          Decrease in prepaid expenses and
           other current assets                  844       324
          Increase in other assets            (1,189)     (705)
          Increase in accounts payable, 
           accrued expenses and income 
            taxes payable                        636     1,515
          Deferred income taxes                  301        26
                                              ------    ------
  Net cash provided by operating activities   14,225	  11,353
                                              ------    ------
Cash flows from investing activities:
    Purchases of fixed assets                 (2,054)   (3,809)
    Purchases of short term investments      (13,683)  (25,244)
    Purchases of long term investments        (1,500)     (654)
    Proceeds from redemptions and maturities
     of short term investments                20,241    11,064
    Proceeds from redemptions and maturities
     of long term investments                  5,785        16
    Cash paid for acquisitions               (13,396)     (718)
    Purchase of minority interest                ---      (236)
                                              ------    ------
  Net cash used in investing activities       (4,607)  (19,581)
                                              ------    ------
Cash flows from financing activities:
    Proceeds from exercise of stock options      188     1,120
    Principal payments under capital lease
     obligations                                (542)     (132)
    Purchase of treasury stock                (5,579)      ---
                                              ------    ------
  Net cash (used in) provided by financing
    activities                                (5,933)      988

Effect of exchange rate changes on cash	       (43)	    (520)
                                              ------    ------
    Increase (decrease) in cash and cash
     equivalents                               3,642    (7,760)

Cash and cash equivalents at beginning
  of year                                     24,845    15,592
                                              ------    ------
Cash and cash equivalents at end of period  $ 28,487  $  7,832

<FN>
See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE> 6

             CHEYENNE SOFTWARE, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements
                       September 30, 1995

(1) Business and Basis of Presentation
    ----------------------------------

    Business
    --------
    Cheyenne Software, Inc. and its subsidiaries ("Cheyenne" or the 
    "Company") are engaged in the development, sale and support of 
    software products for use in desktop and networked personal computer 
    environments, including Local Area Network ("LAN") and Wide Area  
    Network ("WAN") applications.


    Basis of Presentation
    ---------------------
    The accompanying unaudited financial statements have been prepared 
    in accordance with generally accepted accounting principles for 
    interim financial information and in accordance with the 
    instructions to Form 10-Q and Article 10 of Regulation S-X.  
    Accordingly, they do not include all of the information and 
    footnotes required by generally accepted accounting principles for 
    complete financial statements.  In the opinion of management, all 
    adjustments (consisting of normal recurring adjustments or accruals) 
    considered necessary for a fair presentation have been included.  
    Operating results for the three month period ended September 30, 
    1996 are not necessarily indicative of the results that may be 
    expected for the year ending June 30, 1997.  For further 
    information, refer to the financial statements and footnotes 
    thereto and other information included in Cheyenne's annual report 
    on Form 10-K for the year ended June 30, 1996.

(2) Acquisition of Intelligence Quotient International, Ltd.
    --------------------------------------------------------
    On July 3, 1996, Cheyenne acquired all the outstanding common stock 
    of Intelligence Quotient International, Ltd. ("IQ"), a developer of 
    open file management and partial backup technologies for NetWare and 
    Windows NT platforms located in the U.K., for approximately 
    $10,982,000 in cash, the assumption of approximately $136,000 of net 
    liabilities plus approximately $900,000 of related transaction 
    costs.  The acquisition has been accounted for using the purchase 
    method of accounting, and accordingly, the purchase price has been 
    allocated to certain assets purchased and liabilities assumed, 
    including approximately $2,444,000 for capitalized software.  The 
    excess of the purchase price over the fair value of the net assets 
    acquired of approximately $1,332,000 has been allocated to goodwill, 
    which will be amortized on a straight-line basis over three years.  
    In addition, approximately $8,241,000 has been recorded as an 
    expense for purchased research and development.  The operating   
    results of IQ have been included in the consolidated statement of 
    earnings from the date of acquisition.  The revenues and earnings of 
    IQ for the periods prior to the acquisition are insignificant 
    compared to those of Cheyenne.


(3) Acquisition of Mediatrends, Inc.
    --------------------------------
    On July 5, 1996, Cheyenne acquired certain assets of Mediatrends, 
    Inc. ("Mediatrends"), a developer of standards-based computer   
    telephony software technology, for approximately $1,665,000 in cash 
    plus $407,500 of related transaction costs.  The acquisition has 
    been accounted for using the purchase method of accounting and the 
    operations of Mediatrends are included in the consolidated statement 
    of earnings from the date of acquisition.  In connection with the 
    acqisition, Cheyenne recorded an expense for purchased research and 
    development of approximately $2,023,000.  The revenues and earnings 
    of Mediatrends for the periods prior to the acquisition were 
    insignificant compared to those of Cheyenne.

(4) Acquisition of Moniker, Inc.
    ----------------------------
    On August 9, 1996, Cheyenne acquired certain assets of Moniker, Inc. 
    ("Moniker"), a developer of software solutions for CD technology, 
    for $750,000 in cash plus $75,000 of related transaction costs.  The 

<PAGE> 7

    acquisition has been accounted for using the purchase method of 
    accounting and the operations of Moniker are included in the 
    consolidated statement of earning from the date of acquisition.  In
    connection with the acquisition, Cheyenne recorded an expense for 
    purchased research and development of approximately $798,000.  The 
    revenues and earnings of Moniker for the periods prior to the 
    acquisition are insignificant compared to those of Cheyenne.

(5) Stock Repurchase
    ----------------
    On July 19, 1996, Cheyenne announced that the Board of Directors had 
    reauthorized the purchase of up to 2,000,000 shares of its common 
    stock over the next 12 months.  During Q197, the Company purchased 
    308,900 shares of its common stock for approximately $5,600,000, at 
    prices ranging from $16.62 to $19.00 per share.

(6) Subsequent Events
    -----------------
    On October 7, 1996, Cheyenne and Computer Associates International, 
    Inc. ("CA") signed an Agreement and Plan of Merger pursuant to which 
    a wholly-owned subsidiary of CA would acquire all of the outstanding 
    stock of Cheyenne at $30.50 per share through a cash tender offer  
    followed by a cash merger.  On November 11, 1996, CA and Cheyenne 
    jointly announced that the offer had expired and that CA has 
    acquired more than 98% of the outstanding stock of Cheyenne.  It is 
    anticipated that CA's subsidiary will be merged into Cheyenne on 
    November 30, 1996,at which time Cheyenne will become a wholly owned 
    subsidiary of CA. 


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS	            
-----------------------------------

Quarter ended September 30, 1996 compared to Quarter ended September 30, 
1995.

Results of Operations
---------------------

The following Tables 1 and 2 include a summary of each item from the 
consolidated statements of earnings as a percentage of revenues.  Please 
refer to these tables while reading the following discussion.

<PAGE> 8
							
<TABLE>

                                  TABLE 1
                                  -------
<CAPTION>
                                    Comparison FQ197 vs. FQ196
                                    --------------------------
                                                (Unaudited)
                                       FQ197              FQ196
                                 Amount    Ratio       Amount   Ratio
                                 ------    -----       ------   -----
                                 (in thousands except per share data)
<S>                              <C>       <C>         <C>      <C>
Revenues                         $ 52,246  100.0%      $ 38,464 100.0%
Cost of sales                       9,732   18.6%         6,693  17.4
                                 --------  -----       -------- -----
Gross profit                       42,514   81.4         31,771  82.6
                                 --------  -----       -------- -----
Operating expenses:
   Research and development         7,476   14.3          5,166  13.4
   Selling and marketing           16,623   31.8         11,126  28.9
   General and administrative       5,441   10.4          3,277   8.5
   Charge for purchased research
    and development                11,061   21.2          1,636   4.3
                                 --------  -----       -------- -----
       Total operating expenses    40,601   77.7         21,205  55.1
                                 --------  -----       -------- -----
Operating income                    1,913    3.7%        10,566  27.5%
                                 --------  =====       -------- =====
Non-operating income (expenses):
   Interest income and other          553                   726
   Other losses                       (59)                  ---
                                 --------              --------
Income before income taxes          2,407                11,292
		
Provision for income taxes            770                 3,896
                                 --------              --------
Net income                       $  1,637              $  7,396
                                 ========              ========

Net income per share             $   0.04              $   0.19
                                 ========              ========

Weighted average number of common
 shares and equivalents
  outstanding                      38,679                38,829
                                 ========              ========

</TABLE>

<PAGE> 9

Revenues
--------
    Cheyenne's revenues increased 35.8% in FQ197 versus FQ196 to 
$52,246,000 from $38,464,000.   The increase is attributable to the 
expanding market for LAN products, Cheyenne's broadening product line, 
increasing network data storage requirements, more effective sales and 
marketing programs, and a substantial increase in sales in North 
America.  

    As in previous fiscal quarters, substantially all of Cheyenne's 
revenues from distribution in North America are from sales to three 
large distributors, the largest of which (Ingram Micro) accounted for 
38.2% of North America distribution sales and 18% of total sales in 
FQ197.  Except for United States and Germany, no one country accounted 
for more than 10% of the Company's total sales during FQ197. 

    Cheyenne conducts its business in Japan in Yen. Cheyenne is 
therefore exposed to currency risk from exchange rate movement of the US 
dollar versus the Yen. The currency risk increases as the level of 
business conducted by Cheyenne in Japan grows.  Cheyenne also conducts 
an insignificant portion of its European business in local currency and 
is subject to currency risk in these local currencies.  Cheyenne does 
not currently hedge against any foreign currency risk.

    A breakdown of sales is shown in Table 2.


<TABLE>
                            TABLE 2

                   SOFTWARE SALES BREAKDOWN
                        (in thousands)
<CAPTION>

                         FQ197        %          FQ196        %
                         -----        -          -----        -
<S>                      <C>       <C>           <C>        <C>
Distribution:
   North America         $ 18,408   35.2%        $ 12,285    32.0%
   Europe                  14,269   27.3           12,241    31.8
   Japan                    3,924	 7.5            2,550     6.6
   Rest of World	          3,631    7.0            2,121     5.5
                         --------   ----         --------    ----
Total Distribution:        40,232   77.0           29,197    75.9

OEM                         7,070   13.5            5,532    14.4	
Major Accounts              3,114    6.0            1,296     3.3	
Direct and Other(U.S.)      1,830    3.5            2,439     6.4
                         --------   ----         --------    ----
Total                    $ 52,246  100.0%        $ 38,464   100.0%
                         ========   ====         ========    ====

</TABLE>

     Total distribution sales increased 37.8% in FQ197 versus FQ196, 
North America Distribution sales increased 49.8%, European Distribution 
sales increased 16.6%, Japan distribution sales increased 53.9%, and OEM 
sales increased 27.8% (certain prior year information has been 
reclassified to conform with the fiscal 1997 presentation format).  
Sequentially (FQ197 versus FQ496), total distribution sales decreased 
6.1%, whereas Japan distribution sales increased 30.7% and OEM sales 
increased 32.3%.

     The Company achieved significant sales growth in the first quarter 
in its North America direct sales to major accounts.  Revenues in this 
category grew approximately 140.2% in FQ197 versus the comparative 
quarter last year.

<PAGE> 10

     In connection with the end of the quarter buying pattern discussed 
below, certain distributors may purchase large amounts to obtain 
rebates and incentives offered by the Company at the end of a fiscal 
quarter.  The level of inventory held by distributors is subject to the 
strategies and performance goals of each distributor which change from 
time to time.  As a result, quarterly fluctuations in revenue could 
occur.

Please refer to Table 1

Gross Profit
------------
     The gross profit margin was 81.4% for FQ197 and 82.6% for FQ196.  
The technical support portion of Cost of Sales decreased by 1.7% of 
sales and the direct cost of production and other items increased by 
about 2.2% of sales.  Cheyenne has seen a decrease in gross margins over 
the last 2 fiscal years due to increases in the percentages of sales 
from lower priced products, which have higher costs as a percentage of 
the sales price, and increases in the cost of providing technical 
support.

     The Company believes that providing a high level of technical 
support is necessary to compete effectively and has accordingly invested 
and will continue to invest in this area.  Since the Company currently 
receives only insignificant revenue from its technical support services, 
increases in the level of technical support spending have and will 
continue to affect gross profit margins.  The failure of the Company to 
provide high quality and cost-effective technical support also could 
materially affect revenues, further decreasing gross profit, especially 
in the desktop market where sale prices are lower and volumes are 
expected to be higher.

     The release of competitive technology or market changes may cause 
Cheyenne products to become obsolete more quickly than expected.  From 
time to time, the Company may incur significant inventory rework costs 
to modify computer software and to correct software bugs, including the 
cost of replacing inventory in the distribution channel.  In either 
case, Cost of Sales would be increased and gross margins could be 
adversely affected.  Historically, this has not been a significant issue 
for Cheyenne.

Research & Development Expenses ("R&D")
---------------------------------------
R&D expenses increased 44.7% versus FQ196.  R&D as a percentage of sales 
increased to 14.3% versus 13.4% in last year's comparable quarter.  The 
increase was due to the Company's significantly broader product line 
that must further be developed and supported by Cheyenne's engineering 
and technical personnel.  

The Company continues to expand its product line by developing versions 
of its products to support various operating systems, including Novell 
NetWare, Microsoft Windows NT, Windows 3.1 and Windows 95, certain Unix 
operating systems, and other operating systems.  This effort has 
required significant dollar level increases in research and development.

All new products are subject to significant technical risk, based on the 
complexity of the software and the required interaction with third party 
hardware and software.  In the past, the Company has experienced delays 
in the development of new products or upgrades.  Such delays may occur 
in the future.  There can be no assurance that significant order 
deferrals in anticipation of new products or upgrades will not occur.  
In addition, the Company has in the past discovered software bugs 
(typical in complex software products) in released products and may have 
lost revenues and customers as a result.  Despite testing by the 
Company, bugs may be found in the future in released products, which 
could result in loss or delay of market acceptance.  In such event, the 
Company's business and results could be adversely affected.

Selling and Marketing Expenses
------------------------------
Selling and Marketing expenses increased 49.4% in FQ197 versus FQ196.  
Selling and Marketing expenses increased to 31.8% of sales in FQ197 
versus 28.9% last year.  The dollar increase was mainly due to the 
hiring of additional sales and marketing personnel, and the continuation 
of Cheyennes efforts to build a sales, marketing and support 
infrastructure in non-Japan Asia and South America.

<PAGE> 11

General and Administrative Expenses ("G&A")
-------------------------------------------
G&A expenses increased 66.0% in FQ197 versus FQ196 and increased only
1.6% from FQ496.   The increase from prior year is primarily due to 
the reclassification of certain expenses related to MIS from R&D to G&A. 
Prior periods have not been adjusted due its immateriality.  In 
addition, G&A expenses related to the Company s European and Asian 
offices have increased 90.8% in FQ197 versus FQ196 due to the growth in 
our business in those territories.

Total Operating Expenses
------------------------
As a result of the above items, total operating expenses increased to 
$40,601,000, or a 91.5% increase over last year's comparable quarter.  
Excluding the charges for Purchased Research and Development total 
operating expenses increased 51.0% versus last year's comparable 
quarter.  Operating expenses have also generally increased due to the 
Company's acquisitions, and due to the cost of the assimilation of the 
sometimes geographically diverse operations and personnel of the 
acquired companies.   Since the Company's recent acquisitions have not 
yet generated significant revenue, operating margins therefore have been 
negatively affected.

Operating Income
----------------
Operating income, excluding the charges for Purchased Research and 
Development in FQ197 and FQ196, changed from $12,974,000, or 24.8% of 
sales, in FQ197 from $12,202,000, or 31.7% of sales, in FQ196.  The 
Company continues to invest in its business and build the infrastructure
to support its global customer base and to improve its long term 
competitive position.  These increased costs have affected and may 
continue to affect margins.

Non-operating Income 
--------------------
Non-operating income decreased from $726,000 in FQ196 to $494,000 in 
FQ197.  Interest income decreased from $694,000 in FQ196 to $611,000 in 
FQ197 due to a reduction in investments related to the Company's 
purchase of its common stock and acquisitions.  

Provisions for Income Taxes
---------------------------
The effective income tax rate on pretax earnings was 32.0% in FQ197.  In 
FQ296, Cheyenne realigned its operations to obtain efficiencies and to 
improve cash flow.  The realignment resulted in an approximate 2.5% 
decrease in Cheyenne's effective tax rate from FQ196.  The Company 
obtains tax benefits from its Foreign Sales Corporation and tax-exempt 
investment income.  Generally, higher foreign income taxes compared to 
prior periods offset some of the benefits described above.

Per Share Data
--------------
The net income per share was 4 cents versus 19 cents for the comparable 
quarter last year.  Excluding one-time adjustments related to  charges 
for Purchased Research and Development, net income per share was 24 
cents versus 22 cents for the comparable quarter last year.

Liquidity and Capital Resources
-------------------------------
The Company had no debt and $77,904,000 in cash, cash equivalents and 
investments as of September 30, 1996.  Cash, cash equivalents and 
investments decreased $7,119,000 in FQ197 from FQ496 primarily due to 
the purchase of the Company's common stock and certain acquisitions. 
Accounts receivable collections are about 83.1 days, versus 78.7 days 
for the same period last year (calculated based on accounts receivable 
balances at the end of each period).  Net accounts receivable increased 

<PAGE> 12

51.3% versus September 30, 1996 on a sales increase of 35.8%.  One 
distributor in FQ197 accounted for 18% of the Company's revenues and as 
of September 30, 1996 accounted for 20.8% of outstanding net trade 
accounts receivable.  The loss of this customer, or any of the other 
major distributors of Cheyenne's products or their failure to pay for 
products purchased, could have a material adverse effect on Cheyenne's 
operating results.

Capital expenditures for the three months ended September 30, 1996 were 
$2,054,000 versus $3,809,000 in last year's comparable period.  Further 
investments in computers, test equipment and facilities are planned 
based upon continued growth in the number of employees to support 
Cheyenne's growing business.

Management believes Cheyenne's current cash, cash equivalents and 
investment positions coupled with anticipated cash flow from operations, 
will be adequate to meet its anticipated cash requirements for planned 
capital expenditures and operations for the next twelve months.

Cautionary Statements - Additional Important Factors to be Considered
---------------------------------------------------------------------
     Except for the historical information and statements contained in 
Management's Discussion and Analysis of Financial Condition and Results 
of Operations ("MD&A"), the matters and items set forth in the MD&A are 
forward looking statements that involve uncertainties and risks some of 
which are discussed below, including under the caption "Cautionary 
Statements - Additional Important Factors to be Considered."

     End of Quarter Sales.  Historically, a high portion of Cheyenne's 
sales have been completed in the last few weeks of each fiscal quarter, 
in part because customers are able, or believe that they are able, to 
negotiate lower prices and more favorable terms.  Cheyenne's competitors 
also frequently offer end of the quarter purchase incentives, which 
Cheyenne cannot control and which could affect purchases of Cheyenne 
products.  If Cheyenne determines not to negotiate more favorable terms 
at the end of any fiscal quarter, as it has previously done, or expected 
sales do not occur, revenues could be adversely affected.  Consistent 
with its history, Cheyenne received and fulfilled a significant portion 
of its FQ197 sales in the last weeks of FQ197 and offered certain of its 
distributors and other customers incentives to make purchases at the end 
of FQ197.  If these customers do not sell through such products at 
sufficient levels, reorders and sales in subsequent quarters could be 
adversely affected.   

     Furthermore, this buying pattern results in a significant level of
orders to be processed and fulfilled at the end of each fiscal quarter.
The Company's worldwide order entry system is centralized in New York, 
while most orders are fulfilled from a third party production facility 
in another state.  The inability of the Company to process and fulfill 
end of the quarter orders due to time constraints, communication 
problems, operational difficulties or factors beyond its control like 
electrical problems and weather related shutdowns could have an adverse 
effect on revenues in any fiscal quarter.  The Company recently began to 
upgrade its information management systems in an effort to realize 
operational efficiencies and to facilitate future growth.  The Company's 
operations have been, and may continue to be, disrupted in connection 
with the transition to the new system.

     Cheyenne's Common Stock. There is no assurance that Cheyenne will 
continue to satisfy the listing requirements of the American Stock 
Exchange or that there will be a viable market for Cheyenne common stock 
after November 8, 1996.

<PAGE> 13

     Volatility of Future Results.  There are a number of factors and 
risks, some beyond Cheyenne's control, which will also affect future 
operating results, and increase the volatility of Cheyenne's common 
stock, including, without limitation: the ability of Cheyenne to timely 
develop, introduce and market new products and upgrades which contain 
the functionality expected by customers; the success of the Company's 
sales and marketing programs; technological shifts and changes in the 
storage management market and the other markets of the Company; the mix 
of sales among Cheyenne's various channels, which compete against each 
other and result in different gross margins to the Company; deferral or 
cancellation of orders in anticipation of new products or upgrades; 
personnel changes; general economic factors in the worldwide markets 
where Cheyenne products are sold; receipt and fulfillment of expected 
orders; the size and timing of significant orders; the level and timing 
of returns and exchanges; changes in general business conditions and 
seasonality; the growth in computer networking; market volatility 
related to the competition between Novell, Microsoft and other network 
operating system vendors and other factors; the ability of Cheyenne to 
expand successfully into the Windows NT, Unix, Desktop, GroupWare, 
Internet and Firewall markets; the ability of Cheyenne to expand 
successfully into new geographic regions; the maintenance and expansion 
of strategic partnerships; the effectiveness of price and other 
competition faced by Cheyenne which has increased over recent periods; 
the market acceptance of new products and the timing of such acceptance; 
the successful establishment of fee-based technical support; changes in 
distributors' and other customers' buying patterns; changes in the 
Company's and the industry's sales practices; one-time events and other 
factors which may disrupt the Company's business.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

Neither Cheyenne nor any of its subsidiaries is a party to any material 
pending legal proceedings, other than routine litigation incidental to 
the business, and other than as set forth below: 

1)  In re Cheyenne Software, Inc. Securities Litigation
    Master File No. 94 Civ. 2771 (TCP)

     On or about June 11, 1994, a securities fraud class action 
Complaint, entitled Bell v. Cheyenne Software, Inc., et al., was filed 
in the United States District Court for the Eastern District of New 
York.  The lawsuit names as defendants the Company and several of its 
officers and directors.  In the following weeks, several other similar 
lawsuits were filed in the Eastern District of New York.  The actions 
allege securities fraud claims under Sections 10(b) and 20 of the 
Securities Exchange Act of 1934, and seek compensatory damages on behalf 
of all the shareholders who purchased shares of the Company between 
January 24, 1994 and June 17, 1994, as well as attorneys' fees and 
costs.  The gravamen of the actions is that the Company and the 
individual defendants made misrepresentations and omissions to the 
public, which caused the Company's stock to be artificially inflated.  
The suits rely on what is known as the "fraud on the market" theory of 
liability.

     On July 20, 1994, the Court ordered that all of the actions be 
consolidated under the caption In Re Cheyenne Software, Inc. Securities 
Litigation.  On March 8, 1995, plaintiffs filed an Amended Complaint.  
On April 16, 1996, the Court certified a class of investors who 
purchased Cheyenne's common stock between January 24, 1994 and June 7, 
1994.  Notification of the members of that class is pending.  On May 13, 
1996, the Court granted in part and denied in part, the defendants' 
Motion to Dismiss certain of the claims alleged in the Amended 
Complaint.  The Court has lifted the stay of discovery that it had 
imposed pending a ruling on the Motion to Dismiss.

     The defendants deny any and all liability and intend to vigorously
defend against the claims.  The ultimate outcome of the litigation 
cannot presently be determined.  Accordingly, no provision for any 
liability that may result upon adjudication has been recognized by the 
Company.

 2)  Rand v. Oxenhorn, et al.
     Delaware Chancery Court (New Castle County) No. 13583

     On or about June 27, 1994, a shareholder derivative Complaint, 
entitled Rand v. Oxenhorn, et al., was filed in the Court of Chancery 
for the State of Delaware in and for New Castle County.   An Amended 
Complaint was filed on or about October 14, 1994.  The lawsuit, 
purportedly filed derivatively on behalf of the Company, names as 
defendant six of its present or former officers and directors.  The 
Complaint's factual allegations are similar to those of In re Cheyenne 
Software, Inc. Securities Litigation described above.  However, instead 
of securities fraud claims, the action alleges that the defendants 
breached their fiduciary obligations to the Company.  The suit seeks a 
variety of compensatory damages as well as attorneys' fees.

<PAGE> 14

     On February 16, 1995, defendants moved to dismiss the Amended 
Complaint on grounds that (1) the plaintiff failed to comply with the 
pleading and demand requirements of a derivative action and (2) the 
pleadings failed to state a claim upon which relief may be granted. On 
November 4, 1996, defendants filed their opening brief in support of 
their motion to dismiss.

     The Delaware General Corporation Law requires that, to maintain a 
derivative action on behalf of a company, the stockholder must be and 
remain a stockholder throughout the course of the litigation.  Upon 
consummation of the Merger, plaintiff (and other stockholders of the 
Company other than Computer Associates) will cease  to be a stockholder 
of the Company, and therefore will lack standing to pursue the action.  
Defendants therefore intend to make a motion to dismiss this suit 
promptly following consummation of the Merger. 

     The defendants deny any and all liability and intend to vigorously 
defend against the claims. 

3)   SEC Formal Private Investigation 

     On June 28, 1994, the SEC commenced an Informal Inquiry into 
Cheyenne.  On or about April 14, 1995, the SEC advised the Company that 
it had issued a Formal Order of Private Investigation of the Company.  
The Private Investigation is a continuation of the Informal Inquiry.  
The Formal Order, among other things, enables the SEC to utilize its 
subpoena powers to obtain relevant information from third parties as 
well as the Company.  The Private Investigation relates to possible 
violations of federal securities laws.  The Company has been cooperating 
and intends to continue cooperating fully with the SEC.   

4)    Beier v. Cheyenne Software, Inc., et al.
      Master File No. 95 Civ. 2275 (DRH)

      On or about September 26, 1995, a Complaint was filed in the
United States District Court for the Eastern District of New York 
against the Company and one of its officers alleging fraudulent and 
negligent misrepresentation.  The plaintiff alleges that 
misrepresentations were made to him by one of the Company s officers in 
connection with the plaintiffs investment decision in Cheyenne's common 
stock in June, 1994. The Company s motion to consolidate this action 
with In Re Cheyenne Software, Inc. Securities Litigation described above 
was recently denied.  On January 26, 1996, the Company served a Motion 
to Dismiss all of the claims alleged in the Complaint.  On September 6, 
1996, the Complaint was dismissed in its entirety, with leave to amend. 
 
The plaintiff has not timely filed an amended complaint and has advised 
the Company that it will not seek an extension of time to do so.

5)    Certain Other Purported Class Action Lawsuits

      The Company and members of the Company s Board of Directors have 
been named in (five) purported class action lawsuits filed in April 1996 
in the Delaware Court of Chancery that allege that the Company's Board 
of Directors breached their fiduciary duties by rejecting a request of 
McAfee Associates, Inc. ("McAfee") to negotiate a merger of  the Company 
and McAfee.  On October 18, 1996, one of the purported class action 
lawsuits was amended to allege that the Company s directors breached 
their fiduciary duties by agreeing to the proposed transaction with CA. 
On November 7, 1996, the Delaware Chancery Court denied a motion by such 
plaintiffs to preliminary enjoin consummation of the offer by CA.  In 
the view of the Company's management, these lawsuits are without merit 
and, based upon the information available at this time, the outcome of 
these lawsuits is not expected to have a material adverse effect on the 
results of operations and financial condition of the Company.

      Adverse decisions or settlements may occur in one or more of the 
above actions.  While the final resolution of these actions, 
individually or in the aggregate, are not expected to have a material 
adverse effect on the financial position of the Company, it is possible 
that the Company s future results of operations or cash flows could be 
materially adversely affected in future periods.

Item 2.   Changes in Securities

           Not applicable.

<PAGE> 15

Item 3.  Defaults Upon Senior Securities

          Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

          Not applicable.

Item 5.  Other Information

          Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

          (a) Exhibits:

           None	

          (b) Reports on Form 8-K:

           None
							


SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                CHEYENNE SOFTWARE, INC.


Date:  November 14, 1996        By:   /s/  Peter Schwartz
                                -------------------------
                                Peter Schwartz
                                Vice President and Treasurer
                                (Principal Financial Officer)