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                                                                   Exhibit 10.19
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                              SEVERANCE AGREEMENT


  THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the 30th
day of June, 1997 by and between Sterling Software, Inc., a Delaware corporation
("Sterling Software"), and F. L. "Mike" Harvey, an individual ("Executive").

                                 RECITALS:

     WHEREAS, Sterling Software acquires, develops, markets and supports a broad
range of products and services; and

     WHEREAS, Sterling Software desires to retain Executive as its Senior Vice
President; and

     WHEREAS, Executive is willing to accept such responsibilities;

     NOW, THEREFORE, in consideration of the premises and covenants contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

                                 AGREEMENTS:

     1.   Employment.  Executive agrees to render such managerial services as
          ----------
          are customarily required of a Senior Vice President, and Sterling
          Software agrees to utilize such services on the terms and conditions
          contained herein.

     2.   Term.  This Agreement shall commence on the date first set forth above
          ----
          and shall continue in effect for twenty-four (24) months after the
          "Notice Date" as defined in Section 3 hereof.

     3.   Termination of Employment.  The parties acknowledge that Executive is
          -------------------------
          employed "at will" and may be terminated by Sterling Software at any
          time with or without cause.  The Executive shall be entitled to
          termination pay calculated in accordance with Section 4 hereof upon
          termination of Executive's employment by Sterling Software, with or
          without cause.

          The date on which a notice of termination is given to Executive by
          Sterling Software shall be deemed the "Notice Date" with the
          termination to be effective twenty-four (24) months following the
          Notice Date. On the Notice Date, Executive shall be deemed to have
          been assigned "no duties," shall vacate his or her office and shall
          resign as an officer of Sterling Software and its subsidiaries. Since
          Executive will be assigned "no duties" with Sterling Software,
          Executive
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          shall be free to pursue other employment or consulting opportunities
          during the 24-month period in which Executive receives termination
          pay.

     4.   Termination Pay.  For purposes of this Agreement, if Executive's
          ---------------
          employment is terminated (or deemed to be terminated) pursuant to
          Section 3, upon receipt from Executive (or Executive's estate or
          personal representative) of a fully executed release in form
          reasonably acceptable to counsel for Sterling Software, Sterling
          Software shall pay, or cause one of its subsidiaries to pay, to
          Executive as termination pay:

          (a)  an amount equal to two hundred percent of Executive's aggregate
               monthly salary for the twelve (12) months immediately preceding
               the Notice Date (or, if Executive shall not have been employed
               for such twelve month period, an amount equal to two hundred
               percent of Executive's annual salary rate in effect immediately
               prior to the Notice Date); and

          (b)  an amount equivalent to the product of two times:

               (i)  if Executive shall have completed at least twelve months
                    employment with Sterling Software prior to the Notice Date,
                    the amount of Executive's aggregate bonuses during the
                    twelve months immediately prior to the Notice Date (the
                    "Last Bonus"), after deducting from such product one hundred
                    percent (100%) of the accrued but unpaid bonus amount
                    Executive is entitled to receive on the Notice Date,
                    pursuant to any bonus or incentive compensation plan of
                    Sterling Software, for periods of service after the period
                    for which Executive received or was entitled to receive the
                    Last Bonus or

               (ii) if Executive shall not have completed at least twelve months
                    employment with Sterling Software prior to the Notice Date,
                    an amount equal to the greater of

                    (x)  the amount of the Last Bonus, if any or

                    (y)  100% of the aggregate of the budgeted annual bonus,
                         incentive or other budgeted payments of cash
                         compensation, in addition to the Executive's annual
                         base salary, at plan for such Executive in effect
                         immediately prior to the Notice Date,

                    after deducting from such product under this clause (ii) one
                    hundred percent (100%) of the accrued but unpaid bonus
                    amount Executive is entitled to receive on the Notice Date,
                    pursuant to any bonus or incentive plan of Sterling
                    Software, for periods of service

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                    after the period for which Executive received or was
                    entitled to receive the Last Bonus, if any.

          In the event of Executive's death or disability following the Notice
          Date, Executive, Executive's estate or Executive's personal
          representative, as the case may be, shall continue to receive the
          termination payments provided for in this Section 4.

     5.   Disbursement of Termination Pay.  The aggregate amount of all
          -------------------------------
          termination payments that are payable to Executive as provided in
          Section 4 hereof shall be determined in good faith by Sterling
          Software within 15 days following the Notice Date, and such
          termination payments shall be distributed by Sterling Software to
          Executive in forty-eight (48) equal twice-monthly installments
          beginning thirty (30) days following the Notice Date and continuing
          twice-monthly thereafter.

     6.   Continuation of Medical and Health Benefits.  For a period of twenty-
          -------------------------------------------
          four (24) months following the Notice Date, Sterling Software shall
          arrange to provide Executive, at no additional charge to Executive,
          with life, medical, dental, health, accident and disability insurance
          benefits substantially similar to those that Executive is receiving or
          is entitled to receive immediately prior to the Notice Date, which
          benefits shall in no event be less than those benefits in effect
          immediately prior to the Notice Date.

     7.   Continued Participation in Employee Plans.  For a period of twenty-
          -----------------------------------------
          four (24) months following the Notice Date, Executive shall continue
          to participate in Sterling Software's Employee Stock Ownership Plan
          and/or 401(k) Plan and any other such plans as may be adopted in the
          future for the benefit and retention of Sterling Software's executive
          officers.  In no event will Sterling Software be required to make any
          new grants of options to such Executive under Sterling Software's
          Stock Option Plans after the Notice Date.

     8.   Change-in-Control.  Sterling Software and the Executive are parties to
          -----------------
          a Change-in-Control Severance Agreement, dated as of June 30, 1997 (as
          such agreement may be amended from time to time, the "Change-in-
          Control Agreement").  Notwithstanding anything contained in this
          Agreement to the contrary, in the event the Notice Date occurs under
          circumstances in which the Executive would otherwise be entitled to
          receive payments and benefits under both this Agreement and the
          Change-in-Control Agreement, the Executive shall have the right to
          elect to receive payments and benefits under either this Agreement or
          the Change-in-Control Agreement, but not both.  Within five business
          days following the Notice Date under circumstances in which this
          Section 8 would apply, Sterling Software shall provide the Executive,
          in writing, a reasonably detailed determination of the payments and
          other benefits under each of this Agreement and the Change-in-Control
          Agreement.  The Executive shall make the election provided for in this
          Section 8 within thirty calendar days after Executive's receipt of the
          written

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          determination referred to in the preceding sentence; provided,
          however, that if such election is not so made within such 30-day
          period, the Executive shall be irrevocably deemed to have elected to
          receive payments and benefits under the Change-in-Control Agreement.
          Prior to the date on which Executive makes or is deemed to have made
          the election referred to above, he shall receive all benefits under
          Sections 4, 5, 6 and 7 of this Agreement as if the Executive had made
          the election to receive benefits and payments under this Agreement.

     9.   Miscellaneous.
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          (i)   Notices, demands, payments, reports and correspondence shall be
                addressed to the parties hereto at the address for such party
                set forth below or such other places as may from time to time be
                designated in writing to the other party. Notices hereunder
                shall be deemed to be given on the date such notices are
                actually received.

                If to Sterling Software, to:  300 Crescent Court, Suite 1200
                                              Dallas, Texas 75201
                                              Attention: President

                If to Executive, to:          F. L. "Mike" Harvey
                                              P.O. Box 241
                                              Lincoln, Mass.  01773

          (ii)  This Agreement shall be binding upon Sterling Software and
                Executive and their respective successors, assigns, heirs and
                personal representatives.

          (iii) The substantive laws of the State of Texas shall govern the
                validity, construction, enforcement and interpretation of the
                provisions of this Agreement.

          (iv)  No provision of this Agreement may be modified, waived or
                discharged unless such waiver, modification or discharge is
                agreed to in writing signed by the Executive and Sterling
                Software.  No waiver by either party hereto at any time of any
                breach by the other party hereto or compliance with any
                condition or provision of this Agreement to be performed by such
                other party will be deemed a waiver of similar or dissimilar
                provisions or conditions at the same or at any prior or
                subsequent time. No agreements or representations, oral or
                otherwise, expressed or implied with respect to the subject
                matter hereof have been made by either party which are not set
                forth expressly in this Agreement. References to Sections are to
                references to Sections of this Agreement.

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  Executed by the parties hereto as of the date first set forth above.


                                    EXECUTIVE



                                    -----------------------------------
                                    F. L. "Mike" Harvey


                                    STERLING SOFTWARE, INC.



                                    By:
                                       --------------------------------
                                       Sterling L. Williams
                                       President and
                                       Chief Executive Officer

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