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                                                                   Exhibit 10.18

                                FIRST AMENDMENT
                                      TO
                            STERLING SOFTWARE, INC.
                          DEFERRED COMPENSATION PLAN
                          --------------------------


     This First Amendment (this "Amendment") to the Sterling Software, Inc.
Deferred Compensation Plan (the "Plan") is made and entered into effective as of
the 27th day of October, 1997, with reference to the following facts:

     A.  The Company implemented the Plan effective as of February 1, 1997.

     B.  The Committee wishes to amend the Plan in the manner specified in this
Amendment and both the Committee and the Trustee have been furnished with an
opinion of counsel, as required by Section 8.4(e) of the Plan, to the effect
that this Amendment complies with the amendment requirements of Section 8.4 of
the Plan.

     NOW, THEREFORE, it is agreed as follows:

     1.  Section 1.2(k) of the Plan is hereby amended to read in its entirety as
follows:

     (a)  "Eligible Individual" for a Plan Year means (i) a common law employee
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of the Company whose Compensation is paid on a United States payroll in United
States dollars and (A) whose Compensation equaled or exceeded the Threshold
Amount in the prior calendar year (or, in the case of an employee employed only
during a portion of such prior calendar year, whose annualized Compensation
would have equaled or exceeded the Threshold Amount), or (B) who satisfied any
alternative eligibility criteria established by the Committee pursuant to
Section 7.3(iv) of the Plan; (ii) a member of the Board of Directors who is not
a common law employee of the Company; or (iii) a consultant who is not a common
law employee of the Company and who is designated by the Committee as eligible
to participate in the Plan. An individual's status as an Eligible Individual for
a Plan Year shall be determined prior to the first day of such Plan Year.
Notwithstanding the foregoing, the Committee may in its discretion (I) determine
in writing that an otherwise Eligible Individual may not participate in this
Plan for one or more Plan Years, and (II) determine to admit a newly hired
employee (whether hired through an acquisition or otherwise) into the Plan on a
date other than the first day of a Plan Year and to establish criteria for the
admission of such newly hired employees in addition to or in lieu of those set
forth above, provided that such criteria are consistent with the purpose of the
Plan to provide benefits for a select group of management or highly compensated
employees. An individual who is classified by the Company as an independent
contractor whose compensation for services is reported by the Company on a form
other than Form W-2 or any successor form for reporting wages paid to employees
will not be an Eligible Individual, unless the Committee specifically designates
such individual by name as an Eligible Individual pursuant to clause (iii)
above.
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     2. The second sentence of Section 3.1(a) of the Plan is hereby amended to
read in its entirety as follows:

     For each subsequent Plan Year, an Eligible Individual may make an election
     to defer Compensation by filing an Election Form with the Committee on or
     before the December 31 preceding the Plan Year for which the election is to
     be effective or, in the case of a newly hired employee who is admitted into
     the Plan on a date other than the first day of a Plan Year, on or before
     the date such employee receives his first payroll distribution from the
     Company.

     3.  The third and fourth sentences of Section 3.2(a) of the Plan are hereby
amended to read in their entirety as follows:

  The Committee may in its discretion change from time to time the Funds
  available for hypothetical investment, provided Participants are given at
  least 90 days' prior written notice of the effective date of the deletion
  of any Fund (including, without limitation, the deletion of a Fund in
  connection with the substitution of a new Fund in its place); it being
  understood, however, that where the deletion of a Fund is beyond the
  control of the Committee (e.g., where the provider of a Matching Investment
  unilaterally effects such a deletion), the Committee's obligation shall be
  to give Participants written notice of the effective date of such deletion
  as promptly as practicable after the Committee obtains knowledge thereof.
  The Committee may in its discretion add new Funds at any time and
  Participants shall be given written notice of such additions as promptly as
  practicable after the Committee decides to add a new Fund.

     4.  The second sentence of Section 3.2(b) of the Plan is hereby amended to
read in its entirety as follows:

  Effective as of the beginning of any calendar month, a Participant may change
  the Fund designations made under this Section 3.2 by filing a new designation,
  on a form provided by the Committee, at least 15 days prior to the end of the
  immediately preceding calendar month.

     5.  Section 7.3(iv) of the Plan is hereby amended to read in its entirety
as follows:

     (iv) determine the Threshold Amount applicable to any Plan Year after the
  first Plan Year and establish alternative criteria, consistent with the
  purpose of the Plan to provide benefits to a select group of management or
  highly compensated employees, for what shall constitute an employee of the
  Company an Eligible Individual with respect to any given Plan Year, in
  addition to or in lieu of the eligibility criteria set forth in Section 1.2(k)
  of the Plan;

     6.  This Amendment will be effective as of the date first set forth above.
As amended hereby, the Plan is in all respects ratified, confirmed and approved
and shall continue in full force and effect.

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     7.  Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Plan.


     IN WITNESS WHEREOF, this Amendment has been executed on behalf of the
Company as of the date first set forth above.

                                   STERLING SOFTWARE, INC.



                                   By: /s/ Don J. McDermett, Jr.
                                      -----------------------------------------
                                        Don J. McDermett, Jr.
                                        Senior Vice President & General Counsel


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